Exhibit 3.19

                                     BYLAWS

                                       OF

                               THE SUBSIDIARIES OF

                         AMERICAN MEDICAL RESPONSE, INC.

                              (California Version)

                                  SHAREHOLDERS

     1. PLACE OF MEETINGS. Shareholders' meetings shall be held at the principal
office for the transaction of the business of this corporation in the State of
California, or at such other place as the Board of Directors shall, by
resolution, appoint.

     2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held at
10:00 a.m. on the second Tuesday in May in each year; or at such other time as
the Board of Directors may determine. At such meeting directors shall be
elected, reports of the affairs of the corporation shall be considered, and any
other business may be transacted which is within the powers of the shareholders.
The first annual meeting of shareholders after incorporation need not be held if
less than nine months have elapsed since incorporation to such meeting date.

     Written notice of each annual meeting shall be mailed to each shareholder
entitled to vote, addressed to such shareholders at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. If a shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the
place where the principal executive officer of the corporation is situated, or
if published at least once in some newspaper of general circulation in the
county in which said office is located. All such notices shall be mailed,
postage prepaid, to each shareholder entitled thereto not less than ten (10)
days nor more than sixty (60) days before each annual meeting. Such notices
shall specify the place, the day, and the hour of such meeting the names of the
nominees for election as directors if directors are to be elected at the
meeting, and those matters which the Board of Directors intends to present for
action by the shareholders, and shall state such other matters, if any, as may
be expressly required by statute.

     3. SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose
or purposes whatsoever, may be called at any time by the Chairman of the Board
of Directors, if any, the President or any Vice President, or by the Board of
Directors, or by one or more shareholders holding not less than ten (10%) of the
voting power of the corporation. Except in special cases where other express
provision is made by statute, notice of such special meeting shall be given in
the same manner as for an annual meeting of shareholders. Said notice shall
specify the general nature of the business to be transacted at the meeting. No
business shall be transacted at a special meeting except as stated in the notice
sent to shareholders, unless by the unanimous consent of all shareholders
entitled to vote. Upon written request to the Chairman of the Board, the
President, the Secretary or any Vice President of the corporation by any person
(but not the Board of Directors) entitled to call a special meeting of
shareholder, the person receiving such request shall cause a notice to be given
to the shareholders entitled



to vote that a meeting will be held at a time requested by the person calling
the meeting not less than thirty-five (35) nor more than sixty (60) days after
the receipt of the request.

     4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to
time by the vote of a majority of the shares the holders of which are either
present in person or represented by proxy thereat, but in the absence of a
quorum no other business may be transacted at such meeting.

     Notice of an adjourned meeting need not be given if (a) the meeting is
adjourned for forty-five (45) days or less, (b) the time and place of the
adjourned meeting are announced at the meeting at which the adjournment is
taken, and (c) no new record date is fixed for the adjourned meeting. Otherwise,
notice of the adjourned meeting shall be given as in the case of an original
meeting.

     5. VOTING. Except as provided below or as otherwise provided by the
Articles of Incorporation or by law, a shareholder shall be entitled to one vote
for each share held of record on the record date fixed for the determination of
the shareholders entitled to vote at a meeting or, if no such date is fixed, the
date determined in accordance with law. Upon the demand of any shareholder made
at a meeting before the voting begins, the election of directors shall be by
ballot. At every election of directors, shareholders may cumulate votes and give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shares are entitled or distribute
votes according to the same principle among as many candidates as desired;
however, no shareholder shall be entitled to cumulate votes for any one or more
candidates unless such candidate or candidates' names have been place in
nomination prior to the voting and at least one shareholder has given notice at
the meeting prior to the voting of such shareholder's intention to cumulate
votes

     6. QUORUM. A majority of the shares entitled to vote, represented in person
or by proxy, constitutes a quorum for the transaction of business. No business
may be transacted at a meeting in the absence of a quorum other than the
adjournment of such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the meeting is
adjourned even though the withdrawal of shareholders results in less than a
quorum. If a quorum is present at a meeting, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger number if
required by law or the Articles of Incorporation. If a quorum is present at the
commencement of a meeting but the withdrawal of shareholders results in less
than quorum, the affirmative vote of the majority of shares required to
constitute a quorum shall be the act of the shareholders unless the vote of a
larger number is required by law or the Articles of Incorporation. Any meeting
of shareholders, whether or not a quorum is present, may be adjourned by the
vote of a majority of the shares represented at the meeting.

     7. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders,
however called and noticed and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy and if, either before or after the meeting, each of the
persons entitled to vote who is not present at the meeting in person or by proxy
signs a written waiver of notice, a consent to the holding of the meeting or on
approval of the minutes of the meeting. For such purposes, a shareholder shall
not be considered present at a meeting if, at the beginning of the meeting, the
shareholder objects to the transaction of any business because the meeting was
not properly called or convened or, with respect to the consideration of a
matter required to be included in the notice for the meeting which was not so
included, the shareholder expressly objects to such consideration at the
meeting.

     8. ACTION WITHOUT MEETING. Except as provided below or by the Articles of
Incorporation, any action which may be taken at any meeting of shareholders may
be taken without a


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meeting and without prior notice if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares having not less
than t he minimum number of votes which would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote on such action
were present and voted. Unless the consents of all shareholders entitled to vote
have been solicited in writing, the corporation shall give, to those
shareholders entitled to vote who have not consented in writing, a written
notice of (a) any shareholder approval obtained without a meeting pursuant to
those provisions of the California Corporations Code set forth in Subsection
603(b)(1) of such Code at least ten (10) days before the consummation of the
action authorized by such approval, and (b) the taking of any other action
approved by shareholders without a meeting, which notice shall be given promptly
after such action is taken.

     9. PROXIES. A shareholder may be represented at any meeting of shareholders
by a written proxy signed by the person entitled to vote or by such person's
duly authorized attorney-in-fact. A proxy must bear a date within eleven (11)
months prior to the meeting, unless the proxy specifies a different length of
time. A revocable proxy is revoked by a writing delivered to the Secretary of
the corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by, the person
executing the proxy.

     10. ELECTION INSPECTORS. One or three election inspectors may be appointed
by the Board of Directors in advance of a meeting of shareholders or at the
meeting by the Chairman of the meeting. If not previously chosen, one or three
inspectors shall be appointed by the Chairman of the meeting if a shareholder or
proxy holder so requests. When inspectors are appointed at the request of a
shareholder or proxy holder, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors shall be chosen. The
election inspectors shall determine all questions concerning the existence of a
quorum and the right to vote, shall tabulate and determine the results of voting
and shall do all other acts necessary or helpful to the expeditious and
impartial conduct of the vote. If there are three inspectors, the decision, act
or certificate of a majority of the inspectors is effective as if made by all.

                                    DIRECTORS

     11. POWERS. Subject to limitations of the Articles of Incorporation, of the
Bylaws, and of the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and affairs of the
corporation shall be managed by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers:

          (a) To select and remove all of the other officers, agents and
employees of the corporation, prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation, or the Bylaws,
fix their compensation and require from them security for faithful service.

          (b) To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Articles of Incorporation, or the Bylaws, as they may deem
best.

          (c) To change the principal office for the transaction of the business
of the corporation from one location to another within the same county as
provided in Section 1 hereof; to fix and locate from time to time one or more
subsidiary offices of the corporation within or without the State of California,
as provided in Section 2 hereof; to designate any place within or without the
State of


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California for the holding of any shareholders' meeting or meetings; and to
prescribe the forms of certificates of stock, and to alter the form of such
certificates from time to time, as in their judgment they may deem best,
provided such certificates shall at all times comply with the provisions of law.

          (d) To authorize the issuance of shares of capital stock of the
corporation from time to time, upon such terms as may be lawful

          (e) To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities therefor.

     12. NUMBER OF DIRECTORS. The authorized number of directors of this
corporation shall be one or more until changed by amendment of the Articles of
Incorporation or by a Bylaw duly adopted by the shareholders amending this
Section 12.

     13. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which the director was elected
and until a successor has been elected. The Board of Directors may declare
vacant the office of a director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of Directors not
caused by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining
director. The shareholders may elect a director at any time to fill any vacancy
not filled, or which cannot be filled, by the Board of Directors.

     14. REMOVAL. Except as described below, any or all of the directors may be
removed without cause if such removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote. Unless the entire Board of
Directors is so removed, no director may be removed if (a) the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast or, if such action is taken by written
consent, all shares entitled to vote were voted, and (b) the entire number of
directors authorized at the time of the director's most recent election were
then being elected.

     15. RESIGNATION. Any director may resign by giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors.
Such resignation shall be effective when given unless the notice specifies a
later time. The resignation shall be effective regardless of whether it is
accepted by the corporation.

     16. COMPENSATION. If the Board of Directors so resolves, the directors,
including the Chairman of the Board, shall receive compensation and expenses of
attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation
in another capacity and receiving compensation for such service.

     17. COMMITTEES. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of a committee who may replace any absent member at any meeting of the
committee. To the extent permitted by resolution of the Board of Directors, a
committee may exercise all of the authority of the Board to the extent permitted
by Section 311 of the California Corporations Code.


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     18. INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all
books, records, documents and physical properties of the corporation and its
subsidiaries at any reasonable time. Inspections may be made either by the
director or the director's agent or attorney. The right of inspection includes
the right to copy and make extracts.

     19. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately
following each annual meeting of shareholders, the Board of Directors shall hold
a regular meeting for the purposes of organizing the Board, election of officers
and the transaction of other business. The Board may establish by resolution the
times, if any, other regular meetings of the Board shall be held. All meetings
of directors shall be held at the principal executive office of the corporation
or at such other place, within or without California, as shall be designated in
the notice for the meeting or in a resolution of the Board of Directors.
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all directors participating in such
meeting can hear each other.

     20. CALL. Meetings of the Board of Directors, whether regular or special,
may be called by the Chairman of the Board, the President, the Secretary, any
Vice President or any two directors.

     21. NOTICE. Regular meetings of the Board of Directors may be held without
notice if the time of such meetings has been fixed by the Board. Special
meetings shall be held upon four days' notice by mail or 24 hours' notice
delivered personally or by telephone or telegraph, and regular meeting shall be
held upon similar notice if notice is required for such meetings. Neither a
notice nor a waiver of notice need specify the purpose of any regular of special
meeting. If a meeting is adjourned for more than 24 hours, notice of the
adjourned meeting shall be given prior to the time of such meeting to the
directors who were not present at the time of the adjournment.

     22. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
are as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes of the meeting. For such purposes, a
director shall not be considered present at a meeting if, although in attendance
at the meeting, the director protests the lack of notice prior to the meeting or
at its commencement.

     23. ACTION WITHOUT MEETING. Any action required or permitted to be taken by
the Board of Directors may be taken without a meeting, if all of the members of
the Board individually or collectively consent in writing to such action.

     24. QUORUM AND REQUIRED VOTE. A majority of the directors then in office
shall constitute a quorum for the transaction of business, provided that unless
the authorized number of directors is one, the number constituting a quorum
shall not be less than the greater of one-third of the authorized number of
directors or two directors. Except as otherwise provided by Subsection 307(a)(8)
of the California Corporations Code, the Articles of Incorporation or these
Bylaws, every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the act of the
Board. A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting. A
majority of the directors present at a meeting, whether or not a quorum is
present, may adjourn the meeting to another time and place.

     25. COMMITTEE MEETINGS. The principles set forth in Sections 19 through 24
of these Bylaws shall apply to committees of the Board of Directors and to
actions by such committees.


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     26. LOANS. Except as provided by Section 315 of the Corporations Code, the
vote or written consent of the holders of a majority of the shares of all
classes, regardless of limitations on voting rights, other than shares held by
the benefited directors, officer or shareholder, shall be obtained before this
corporation makes any loan of money or property to or guarantees the obligation
of:

          (a) Any director of officers of the corporation, any director of
officer of any of its parents, or any director or officer of any of its
subsidiary corporations, directly or indirectly.

          (b) Any person upon the security of the shares of the corporation or
the shares of its parent, unless the loan or guaranty is otherwise adequately
secured.

                                    OFFICERS

     27. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the
corporation shall include a President, a Secretary and a Treasurer. The Board of
Directors may also choose a Chairman of the Board and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any
number of offices may be held by the same person and, unless otherwise
determined by the Board, the Chairman of the Board and President shall be the
same person. All officers shall perform their duties and exercise their powers
subject to the direction of the Board of Directors.

     28. ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after
each annual meeting of shareholders, the Board of Directors shall choose the
officers of the corporation. No officer need be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office until
their successors are chosen, except that the Board of Directors may remove any
officer at any time. If an office becomes vacant for any reason, the vacancy
shall be filled by the Board.

     29. RESIGNATION. Any officer may resign at any time upon written notice to
the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Such resignation shall be
effective when given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the corporation.

     30. SALARIES. The Board of Directors shall fix the salaries of the Chairman
of the Board and President and may fix the salaries of other employees of the
corporation including the other officers. If the Board does not fix the salaries
of the other officers, the president shall fix such salaries.

     31. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be
such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws.

     32. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the
Board of Directors, the President shall be the general manager and chief
executive officer of the corporation, shall preside at all meetings of the Board
of Directors and shareholders, shall be ex officio a member of any committees of
the Board, shall effectuate orders and resolutions of the Board of Directors and
shall exercise such other powers and perform such other duties as the Board of
Directors shall prescribe.

     33. VICE PRESIDENT. In the absence or disability of the President, the Vice
President, if any, (or if more than one, the Vice Presidents in order of their
rank as fixed by the Board of Directors or,


                                        6



if not so ranked, the Vice President designated by the Board of Directors) shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or the Bylaws.

     34. SECRETARY. The Secretary shall have the following powers and duties:

          (a) RECORD OF CORPORATE PROCEEDINGS. The Secretary shall attend all
meetings of the Board of Directors and its committees and shall record all votes
and the minutes of such meetings in a book to be kept for that purpose at the
principal executive office of the corporation or at such other place as the
Board of Directors may determine. The Secretary shall keep at the corporation's
principal executive office, if in California, or at California, the original or
a copy of the Bylaws, as amended.

          (b) RECORD OF SHARES. Unless a transfer agent is appointed by the
Board of Directors to keep a share register, the Secretary shall keep at the
principal executive office of the corporation a share register showing the names
of the shareholders and their addresses, the number and class of share held by
each, the number and date of certificates issued, and the number and date of
cancellation of each certificate surrendered for cancellation.

          (c) NOTICES. The Secretary shall give such notices as may be required
by law or these Bylaws.

          (d) ADDITIONAL POWERS AND DUTIES. The Secretary shall exercise such
other powers and perform such other duties as the Board of Directors or
President shall prescribe.

     35. TREASURER (CHIEF FINANCIAL OFFICER). Unless otherwise determined by the
Board of Directors, the Treasurer shall have custody of the corporate funds and
securities and shall keep adequate and correct accounts of the corporation's
properties and business transactions. The Treasurer shall disburse such funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, shall render to the President and directors, at
regular meetings of the Board of Directors or whenever the Board may require, an
account of all transactions and the financial condition of the corporation and
shall exercise such other powers and perform such other duties as the Board of
Directors or President shall prescribe.

     36. OTHER OFFICERS. The other officers (if any) of this corporation shall
perform such duties as may be assigned to them by the Board of Directors.

                                     SHARES

     37. CERTIFICATES. A certificate or certificates for shares of the capital
stock of the corporation shall be issued to each shareholder when any such
shares are fully paid up. All such certificates shall be signed by the Chairman
of the Board, the President or a Vice President and the Secretary of Assistant
Secretary.

     38. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made
only upon the transfer books of this corporation, kept at the office of the
corporation or transfer agent designated to transfer such shares, and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation.

     39. REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled
to be treated by the corporation as the holders in fact of the shares standing
in their respective names and the


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corporation shall not be bound to recognize any equitable or other claim to or
interest in any share on the part of any other person, whether or not it shall
have express or other notice hereof, except as expressly provided by the laws of
California.

     40. LOST OR DESTROYED CERTIFICATES. The corporation may cause a new stock
certificate to be issued in place of any certificate previously issued by the
corporation alleged to have been lost, stolen or destroyed. The corporation may,
at its discretion and as a condition precedent to such issuance, require the
owner of such certificate to deliver an affidavit stating that such certificate
was lost, stolen or destroyed, or to give the corporation a bond or other
security sufficient to indemnify it against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction or the issuance of a new certificate.

     41. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix
a time, in the future, not more than sixty (60) nor less than ten (10) days
prior to the date of any meeting of shareholders, or nor more than (60) days
prior to the date fixed for the payment of any dividend or distribution, or for
the allotment of rights, or when any change or conversion or exchange of shares
shall go into effect, as a record date for determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled to receive
any such dividend or distribution, or any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or exchange of
shares, and in such case except as provided by law, only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
or to receive such dividend, distribution, or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after any record date fixed as aforesaid.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
Board of Directors fixes a new record date. The Board of Directors shall fix a
new record date if the adjourned meeting takes place more than 45 days from the
date set for the original meeting.

     42. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one
or more transfer agents or transfer clerks, and one or more registrars, who
shall be appointed at such times and places as the requirements of the
corporation may necessitate and the Board of Directors may designate.

                                   AMENDMENTS

     43. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may
be amended or repealed:

          (a) at any annual meeting, or other meeting of the shareholders called
for that purpose, by the vote of shareholders holding more than fifty percent
(50%) of the issued and outstanding shares of the corporation; or

          (b) without a meeting, by written consent of shareholders holding more
than fifty percent (50%) of the issued and outstanding shares of the
corporation; or

          (c) by a majority of the directors of the corporation; provided;
however, that a greater vote of shareholders of directors shall be necessary if
required by law or by the Articles of Incorporation.

     44. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it
shall be copied in the Book of Bylaws with the original Bylaws, in the
appropriate place.

                                 CORPORATE SEAL


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     45. FORM OF SEAL. The corporation may adopt and use a corporate seal but
shall not be required to do so. If adopted and used, the corporate seal shall be
circular in form, and shall have inscribed thereon the name of the corporation,
the date of its incorporation and the word "California".

                                  MISCELLANEOUS

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

     47. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as
otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent, or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.

     48. REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman of the
Board, the President or any Vice President and the Secretary or Assistant
Secretary of this corporation are authorized to vote, represent, and exercise on
behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation by an all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.

     49. INSPECTION OF BYLAWS. The corporation shall keep in its principal
office for the transaction of business the original or a copy of these Bylaws as
amended or otherwise altered to date, certified by the Secretary, which shall be
open to inspection by the shareholders at all reasonable times during office
hours.

     50. ANNUAL REPORT. The annual report to shareholders specified in Section
1501 of the California Corporations Code is dispensed with except as the Board
of Directors may otherwise determine, so long as there are less than 100 holders
of record of the corporation's shares. Any such annual report sent to
shareholders shall be sent at least 15 days prior to the next annual meeting of
shareholders.

     51. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires,
the general provisions, rules and construction, and definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person" includes a
corporation as well as a natural person.

     52. INDEMNIFICATION.

          (a) DEFINITIONS. For the purposes hereof "agent" includes any person
who is or was a director, officer, employee, or other agent of the corporation,
or is or was servicing at the request of the corporation as a director, officer,
employee, or agent of another foreign or domestic corporation,


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partnership, joint venture, trust, or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" includes any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right of indemnification
under subsection (d) or subsection (e)(i) of this Section 52.

          (b) INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The corporation shall
have power to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.

          (c) INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.
The corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
corporation and its shareholders. No indemnification shall be made under this
subsection (c):

               (i) In respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which such action was brought
shall determine upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnify for the
expenses and then only to the extent that the court shall determine;

               (ii) Of amounts paid in settling or otherwise disposing of a
pending action, without court approval; or

               (iii) Of expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.

          (d) INDEMNIFICATION AGAINST EXPENSES. To the extent that an agent of
the corporation has been successful on the merits in defense of any proceeding
referred to in subsection (b) or (c) of this Section 52 or in defense of any
claim, issue or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.

          (e) REQUIRED DETERMINATIONS. Except as provided in subsection (d) of
this Section 52, any indemnification under this Section 52 shall be made by the
corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in subsections (b) or (c)
of this Section 52 by any of the following:


                                       10



               (i) A majority vote of a quorum consisting of Directors who are
not parties to such proceeding;

               (ii) If such quorum of Directors is not obtainable, by
independent legal counsel in a written opinion;

               (iii) Approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or

               (iv) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by the
corporation.

          (f) ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by the corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Section 52.

          (g) OTHER INDEMNIFICATION. The indemnification provided by this
Section 52 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any other Bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the Articles of the corporation. The rights to indemnify hereunder shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of the person. Nothing contained in this Section 52 shall affect any right
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.

          (h) FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or
advance shall be made under this Section 52 except as provided in Section (d) or
Section (e)(iv) in any circumstance where it appears:

               (i) That it would be inconsistent with a provision of the
Articles, these Bylaws, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

               (ii) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

          (i) INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
Section 52. The fact that this corporation owns or might own all or a portion of
the shares of the company issuing a policy of insurance shall not render this
subdivision inapplicable if either of the following conditions are satisfied:
(1) if authorized in the Articles of this corporation, any policy issued is
limited to the extent provided by subdivision (d) of Section 204 of the
California Corporations Code; or (2)(A) the company issuing the insurance policy
is organized, licensed, and operated in a manner that complies with the
insurance laws


                                       11



and regulations applicable to its jurisdiction or organization, (B) the company
issuing the policy provides procedures for processing claims that do not permit
that company to be subject to the direct control of the corporation that
purchased that policy, and (C) the policy issued provides for some manner of
risk sharing between the issuer and purchaser of the policy, on one hand, and
some unaffiliated person or persons, on the other, such as by providing for more
than one unaffiliated owner of the company issuing the policy or by providing
that a portion of the coverage furnished will be obtained from some unaffiliated
insurer or reinsurer.

          (j) NONAPPLICABLITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS. This
Section 52 does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent of the
corporation as defined in subsection (a) of this Section 52. The corporation
shall have power to indemnify such trustee, investment manger or other fiduciary
to the extent permitted by subdivision (f) of Section 207 of the California
Corporations Code.

          (k) FURTHER INDEMNIFICATION. Notwithstanding the provisions contained
in Section 52(b) through (f) above, the corporation, at its option, may
indemnify one or more agents of the corporation to the extent provided herein,
or to such lesser extent as provided by the corporation.

               (i) To the extent provided herein, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is or was an agent of
the corporation, for his or her expenses, judgments, fines, settlements and
other amounts actually incurred in connection with such proceeding. Provided,
however, that no indemnification of any agent (whether a director or not) shall
be made for any acts or omissions or transactions from which a director would
not be permitted to be relieved of liability as set forth in the exception of
Subdivision (10) of Section 204(a) of the Corporations Code, or as to
circumstances in which indemnity is expressly prohibited by Section 317 of the
Corporations Code.

               (ii) Expenses incurred in defending any proceeding shall be
advanced by the corporation, including prior to the final disposition of the
proceeding.

               (iii) All rights of the agent and all obligations of the
corporation contained herein shall continue during the period the agent is an
agent and shall continue thereafter so long as the agent shall be subject to any
possible proceeding by reason of the fact that the agent was an agent of the
corporation. The right to indemnification conferred herein is intended to create
a contractual obligation of the corporation which cannot be modified except with
respect to proceedings accruing subsequent to any modification.

               (iv) Promptly after receipt by the agent of notice of the
commencement of any proceeding, the agent will, if a claim in respect thereof is
to be made against the corporation hereunder, notify the corporation of the
commencement thereof; but the omission so to notify the corporation will not
relieve the corporation from any liability which it may have to the agent
otherwise than under this provision. With respect to any such proceeding as to
which the agent notifies the corporation as to the commencement thereof:

                    (A) The corporation will be entitled to participate therein
at its own expense; and

                    (B) Except as otherwise provided below, to the extent that
it may wish, the corporation jointly with any other indemnifying parties
similarly notified will be entitled to assume the defense thereof with counsel
reasonably satisfactory to the agent. After notice from the corporation to


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the agent of its election so to assume the defense thereof, the corporation will
not be liable to the agent hereunder for any legal or other expenses
subsequently incurred by the agent in connection with the defense thereof other
than reasonable costs of investigation or as otherwise provided below. The agent
shall have the right to employ its own counsel in such proceeding but the fees
and expenses of such counsel incurred after notice from the corporation of its
assumption of the defense thereof shall be at the expense of the agent unless;

                         (1) the employment of counsel by the agent has been
authorized by the corporation;

                         (2) the agent shall have reasonably concluded that
there may be a conflict of interest between the corporation and the agent in the
conduct of the defense of such proceeding, or

                         (3) within a reasonable time after notice by the agent
to the corporation, the corporation shall not in fact have employed counsel to
assume the defense of such proceeding; in each of which cases the fees and
expenses of counsel for the agent shall be at the expense of the corporation.
The corporation shall not be entitled to assume the defense of any proceeding
brought by or on behalf of the corporation or as to which the director shall
have made the conclusion provided for in (2) above.

                    (C) The corporation shall not be liable to indemnify the
agent hereunder for any amounts paid in settlement of any action or claim
effected without its written consent. The corporation shall not settle any
action or claim in any manner which would impose any penalty or limitation on
the agent without the agent's written consent. Neither the corporation nor the
agent will unreasonably withhold its consent to any proposed settlement.

               (v) The agent agrees that the agent will reimburse the
corporation for all reasonable expenses paid by the corporation in defending any
proceeding against the agent in the event and only to the extent that shall be
ultimately determined that the agent is not entitled to be indemnified by the
corporation for such expenses under the laws of California, the Articles of
Incorporation, these Bylaws or otherwise.

               (vi) If a claim for indemnification under this provision is not
paid in full by the corporation within 30 days after a written claim has been
received by the corporation, the agent so entitled may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall also be entitled to
be paid the expense of prosecuting such claim. If shall be a defense of the
corporation to any such action (other than an action brought to enforce a claim
for advancement of expenses incurred in defending any proceeding in advance of
its final disposition) that the agent has not met the standards of conduct which
make it permissible under the laws of California, the Articles of Incorporation,
these Bylaws or otherwise, to indemnify the agent for the amount claimed, but
the burden of proving such defense shall be on the corporation. Neither the
failure of the corporation to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
nor an actual determination by the corporation that the claimant has not met
such applicable standard of conduct shall be a defense to the action for
advancement of expenses prior to final disposition or create a presumption that
such claimant has not met the applicable standard of conduct.


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