Exhibit 3.24

Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB:15-1926 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: American Medical
Response Mid-Atlantic, Inc.

2. (Check and complete one of the following):

[X] The surviving corporation is a domestic business corporation and the (a)
address of its current registered office in this Commonwealth or (b) name
of its commercial registered office provider and the county of venue is
(the Department is hereby authorized to correct the following information
to conform to the records of the Department):

(a) Number and Street: Arsenal Business Center, Bldg. #5, 5301 Tacony St.
City: Philadelphia
State: PA
Zip: 19137
County: Philadelphia

(b) c/o: Name of Commercial Registered Office Provider: _______________________
County: ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the country in which the corporation is located
for venue and official publication purposes.

[ ] The surviving corporation is a qualified foreign business corporation
incorporated under the laws of __________ and the (a) address of its
current registered office in this Commonwealth or (b) commercial registered
office provider end the county of venue is (the Department is hereby
authorized to correct the following address to conform to the records of
the Department):

(a) Number and Street: ________________________________________________________
City: ________________________________________________________
State: ________________________________________________________
Zip: ________________________________________________________
County: ________________________________________________________

(b) c/o: Name of Commercial Registered Office Provider: _______________________

County: ________________________________________________________

For a corporation represented by a commercial registered office provider, the
country in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.

[ ] The surviving corporation is a nonqualified foreign business corporation
incorporated under the laws of ________ and the address of its principal
office under the laws of such domiciliary jurisdiction is:

Number and Street: ________________________________________________________
City: ________________________________________________________
State: ________________________________________________________
Zip: ________________________________________________________

3. The name and the address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of venue
of each other domestic business corporation and qualified business
corporation which is a party to the plan of merger are as follows:

Name of Corporation:
Ambu-Care, Inc.,
CareLine-Delaware Valley,

Address of Registered Office or Name of Commercial Registered Office Provider:
c/o C T Corporation System
c/o C T Corporation System

County:
Philadelphia
Philadelphia

DSCB 15-1925 (Rev 90)-2

4. (Check, and if appropriate complete, one of the following):

[ ] The plan of merger shall be effective upon filing these Articles of Merger
in the Department of State.

[X] The-plan of merger shall be effective on: September 2, 1997 at __________
Date Hour

5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:

Name of Corporation:
American Medical Response Mid-Atlantic, Inc.
Ambu-Care, Inc.
CareLine-Delaware Valley, Inc.

Manner of Adoption:
Written Consent of sole Director
Written Consent of sole Director
Written Consent of sole Director and sole Shareholder

6. (Strike out this paragraph if no foreign corporation is a party to the
merger).

7. (Check, and if appropriate complete, one of the following):

[X] The plan of merger is set forth in full in Exhibit A attached hereto and
made a part hereof.

[ ] Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
provisions from filed plans) the provisions, if any, of the plan of merger
that amend or constitute the operative Articles of Incorporation of the
surviving corporation as in effect subsequent to the effective date of the
plan are set forth in full in Exhibit A attached hereto and made a part
hereof. The full text of the plan of merger is on file at the principal
place of business of the surviving corporation, the address of which is:

IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 27 day of August, 1997

(Name of Corporation)

SEE EXHIBIT A ATTACHED HERETO

BY:
---------------------------------
(Signature)

TITLE:
-----------------------------

(Name of Corporation)

BY:
---------------------------------
(Signature)

TITLE:
------------------------------

AMERICAN MEDICAL RESPONSE
MID-ATLANTIC, INC.

By: /s/ Joshua T. Gaines
---------------------------------
Name: Joshua T. Gaines
Title: Vice President

AMBU-CARE, INC.

By: /s/ Joshua T. Gaines
---------------------------------
Name: Joshua T. Gaines
Title: Vice President

CARELINE-DELAWARE VALLEY, INC.

By: /s/ Joshua T. Gaines
---------------------------------
Name: Joshua T. Gaines
Title: Vice President

Dated: August 27, 1997

PLAN OF MERGER approved by CareLine-Delaware Valley, Inc., a business
corporation formed under the General Corporation Law of Delaware, and by
resolution adopted by its sole Director on said date, Ambu-Care, Inc., which is
a business corporation organized under the laws of the Commonwealth of
Pennsylvania, and which is subject to the provisions of the Business Corporation
Law of 1988 of the Commonwealth of Pennsylvania, and adopted by its sole
Director on said date, by American Medical Response Mid-Atlantic, Inc., which is
a business corporation organized under the laws of the Commonwealth of
Pennsylvania, and which is subject to the provisions of the Business Corporation
Law of 1988 of the Commonwealth of Pennsylvania, and by resolution adopted by
its sole Director on said date.

1. Ambu-Care, Inc., and CareLine-Delaware Valley, Inc. and American Medical
Response Mid-Atlantic, Inc., shall, pursuant to the provisions of the Business
Corporation Law of 1988 of the Commonwealth of Pennsylvania and the provisions
of the General Corporation Law of Delaware, be merged with and into a single
corporation to wit, American Medical Response Mid-Atlantic, Inc., which shall be
the surviving corporation upon the effective date of the merger and which is
sometime hereinafter referred to as the "surviving corporation", and which shall
continue to exist as said surviving corporation under its present name pursuant
to the provisions of the Business Corporation Law of 1988 of the Commonwealth of
Pennsylvania. The separate existence of Ambu-Care, Inc., and CareLine-Delaware
Valley, Inc., which are sometimes hereinafter referred to as the "terminating
companies", shall cease upon the effective date of the merger in accordance with
the provisions of the Laws of the Commonwealth of Pennsylvania and the General
Corporation Law of Delaware.

2. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger in the Commonwealth of Pennsylvania shall continue
to be the Articles of Incorporation of said surviving corporation and shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Business Corporation Law of 1988 of the
Commonwealth of Pennsylvania.

3. The bylaws of the surviving corporation as in fore and effect upon the
effective date of the merger in the Commonwealth of Pennsylvania shall continue
to be the bylaws of said surviving corporation and shall continue in full force
and effect until changed, altered or amended as therein provided and in the
manner prescribed by the provisions of the Business Corporation Law of 1988 of
the Commonwealth of Pennsylvania.

4. The directors and officers in office of the surviving corporation upon
the effective date of the merger in the Commonwealth of Pennsylvania shall
continue to be the members of the Board of Directors and the officers of the
surviving corporation, all of whom shall hold their directorships and offices
until the election and qualification of their respective successors or until
their tenure is otherwise terminated in accordance with the bylaws of the
surviving corporation.

5. Each issued share of each terminating company immediately prior to the
effective time and date of the merger shall, at the effective time and date of
the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving corporation shall not be converted or exchanged
in any manner, but each said share which is issued as of the

effective date of the merger shall continue to represent one issued share of the
surviving corporation.

6. In the event that the merger of the terminating companies with and into
the surviving corporation shall have been fully authorized in accordance with
the provisions of the General Corporation Law of Delaware and in accordance with
the provisions of the Business Corporation Law of 1988 of the Commonwealth of
Pennsylvania, the terminated companies and the surviving corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of Delaware and of the
Commonwealth of Pennsylvania, and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.

7. Any officer of the terminating companies and any officer of the
surviving corporation are hereby authorized to execute Articles of Merger upon
behalf of said corporations, respectively, in conformity with the provisions of
the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania; and
each of the Boards of Directors and the proper officers of the terminating
companies, and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan of Merger of the merger
herein provided for.

8. The effective date of this Plan of Merger and of the merger therein
provided for shall, insofar as the provisions of the Business Corporation Law of
1988 of the Commonwealth of Pennsylvania shall govern the same, be September 2,
1997.

Secretary of the Commonwealth

STATEMENT OF CHANGE OF REGISTERED OFFICE
DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

Indicate type of entity (check one):

[X] Domestic Business Corporation (15 Pa.C.S. Section 1507)

[ ] Foreign Nonprofit Corporation (15 Pa.C.S. Section 6144)

[ ] Foreign Business Corporation (15 Pa.C.S. Section 4144)

[ ] Domestic Limited Partnership (15 Pa.C.S. Section 8506)

[ ] Domestic Nonprofit Corporation (15 Pa.C.S. Section 5507)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S.
(relating to corporations and unincorporated actions) the. undersigned
corporation or limited partnership, desiring to effect a change of registered
office, hereby states that:

1. The name of the corporation or limited partnership is American Medical
Response Mid-Atlantic Inc.

2. The (a) address of this corporation's or limited partnership's current
registered office in this Commonwealth or (b) name of its commercial registered
office provider and the county of venue is: (the Department is hereby authorized
to correct the following information to conform to the records of the
Department):

(a) Not On File
Number and Street City State Zip County

(b) c/o: _____________________________________________ ____________
Name of Commercial Registered Office Provider County

For a corporation or a limited partnership represented by a commercial
registered office provider; the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.

3. (Complete part (a) or (b)):

(a) The address to which the registered office of the corporation or limited
partnership in this Commonwealth is to be changed is:

____________________ ________ _________ _______ ____________
Number and Street City State Zip County

(b) The registered office of the corporation or limited partnership shall be
provided by:

c/o: CT CORPORATION SYSTEM Philadelphia
Name of Commercial Registered Office Provider County

For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.

DSCB:15-1507/4144/5507/6144/8506 (Rev 90)-2

4. (Strike out if a limited partnership): Such change was authorized by the
Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has
caused this statement to be signed by a duly authorized officer this ______ day
of 19__.

Name of Corporation/Limited Partnership: American Medical Response Mid-Atlantic,
Inc.

By: /s/ William George
---------------------------------
(Signature)
Title: William George, Vice President

Acting Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSC8:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1. The name of the corporation is: U.S. Healthtec, Inc.

2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):

(a) Number and Street: Arsenal Business Center, Building #15,5301 Tacony St.
City: Philadelphia
State: PA
Zip: 19137

(b) c/o: Name of Commercial Registered Office Provider ______________________
County ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county to which the corporation is located for
venue and official publication purposes.

3. The statute by or under which it was incorporated is: Pennsylvania

4. The data of its incorporation is: 2/24/82

5. (Check, and if appropriate complete, one of the following):

[X] The amendment shall be effective upon filing these Articles of Amendment in
the Department of State.

[ ] The amendment shall be effective on:
Date _________________ at
Hour _________________

6. (Check one of the following):

[X] The amendment was adopted by the shareholders (or members) pursuant to 15
Pa.C.S. Section 1914(a) and (b).

[ ] The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. Section 1914(c).

7. (Check, and N appropriate complete, one of the following):

[X] The amendment adopted by the corporation, set forth in full, is as follows:

1. The name of the corporation is American Medical Response Mid-Atlantic,
Inc.

[ ] The amendment adopted by the corporation is set forth in full in Exhibit A
attached hereto and made a part hereof.

DSCB:15-1915 (Rev 90)-2

8. (Check if the amendment restates the Articles):

[ ] The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this 22 day of
January, 1995.

Name of Corporation: U.S. Healthtec, Inc.

BY: /s/ X
------------------------------------
(Signature)
Title: Vice President

Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB-15-1926 (Rev. 90)

In compliance with the requirements of 15 Pa. C.S. Section 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: U.S. Healthtec, Inc.

2. (Check and complete one of the following):

(a) Number and Street: Arsenal Business Ctr., #15, 5301 Tacony St.,
City: Phila.,
State: PA
Zip: 19137
County: Philadelphia

(b) c/o: Name of Commercial Registered Office Provider: _______________________
County: ________________________________________________________

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

[ ] The surviving corporation is a qualified foreign business corporation
incorporated under the laws of ___________ and the (a) address of its
current registered office in this Commonwealth or (b) name of its
Commercial registered office provider and the county of venue is (the
Department is hereby authorized to correct the following information to
conform to the records of the Department):

(b) c/o: Name of Commercial Registered Office Provider:

County: ________________________________________________________

For a corporation represented by a commercial registered office provider. the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

[ ] The surviving corporation is a nonqualified foreign business corporation
incorporated under the laws of _________ and the address of its principal
office under the laws of such domiciliary jurisdiction is:

3. The name and the address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of venue of
each other domestic business corporation and qualified foreign business
corporation which is a party to the plan of merger are as follows:

Name of Corporation: Professional Ambulance Service, Inc.
Address of Registered Office or Name of Commercial Registered Office Provider:
Arsenal
Business Ctr., #15, 5301 Tacony St.,
County: Phila., PA 19137

4. (Check, and if appropriate complete, one of the following):

[ ] The plan of merger shall be effective upon filing these Articles of Merger
in the Department of State.

[X] The plan of merger shall be effective on:
Date: January 1, 1995 at
Hour: 12:01 a.m.

5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:

Named Corporation U.S. Healthtec, Inc.
Manner of Adoption: Adopted by the directors pursuant
to 15 Pa. C.S. Section 1924(b)(2)

6. (Strike out this paragraph if no foreign corporation is a party to the
merger). The plan was authorized, adopted or approved, as the case may be, by
the foreign business corporation (or each of the foreign business corporations)
party to the plan in accordance with the laws of the jurisdiction in which it is
incorporated.

7. (Check, and if appropriate complete, one of the following):

[X] The plan of merger is set forth in full in Exhibit A attached hereto and
made a part hereof.

Number and Street: Arsenal Business Ctr. #15, 5301 Tacony St.
City: Philadelphia
State: PA
Zip: 19137
County: ________________________________________________________

IN TESTIMONY WHEREOF, the undersigned corporation of each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 22nd day of December, 1994.

Name of Corporation: U.S. Healthtec, Inc.

By: /s/ X
---------------------------------
(Signature)
Title: President

Name of Corporation: Professional Ambulance Service, Inc.

By: /s/ X
---------------------------------
(Signature)
Title: President

Exhibit A

PLAN OF MERGER
BETWEEN
PROFESSIONAL AMBULANCE SERVICE, INC.
AND
U.S. HEALTHTEC, INC.

This Plan of Merger is entered into by and between U.S. Healthtec, Inc., a
Pennsylvania corporation ("Healthtec" or the "Surviving Corporation"), and
Professional Ambulance Service, Inc. (the "Merging Corporation"), a Delaware
corporation and wholly owned subsidiary of Healthtec.

(1) Terms and Conditions of Merger:

(a) The Merging Corporation shall from time to time, as and when requested by
the Surviving Corporation, execute and deliver all such documents and take all
such action necessary or desirable to evidence or carry out this merger.

(b) As of the Effective Time (as defined in Paragraph 4 below) the Merging
Corporation shall be merged into the Surviving Corporation pursuant to the
General Corporation Law of the State of Delaware (the "Delaware Statute") and
the Business Corporation Law of the Commonwealth of Pennsylvania (the
"Pennsylvania Statute").

(2) The articles of the Surviving Corporation shall continue unaffected by the
merger.

(3) Manner and Basis of Share Conversion:

(a) All stock of the Merging Corporation shall be cancelled as of the Effective
Time of the merger.

(b) There shall be no distribution of cash or conversion of shares pursuant to
this Plan of Merger.

(4) Effective Time and the Effect of Merger:

(a) The Effective Time will be as of January 1, 1995 at 12:01 a.m.

(b) The merger shall have the effect set forth in Section 259(a) of the Delaware
Statute and Section 1929 of the Pennsylvania Statute whereby the separate
identity and existence of the Merging Corporation shall cease, and the Surviving
Corporation shall be vested with all the rights, privileges, immunities, powers
and purposes of each of the parties to the merger.

IN WITNESS WHEREOF the undersigned has executed this Plan of Merger this 23 day
of December, 1994.

PROFESSIONAL AMBULANCE SERVICE, INC.

By: /s/ X
---------------------------------
Title:
------------------------------

U.S. HEALTHTEC, INC.

By: /s/ X
---------------------------------
Title:
------------------------------

Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa. C.S. Section 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: U.S. Healthtec, Inc.

2. (Check and complete one of the following):

[X] The surviving corporation is a domestic business corporation and the (a)
address of its current registered office in this Commonwealth or (b)
commercial registered office provider and the county of venue is (the
Department is hereby authorized to correct the following address to conform
to the records of the Department):

(a) Number and Street: Arsenal Business Ctr. #15, 5301 Tacony St.
City: Phila.
State: PA
Zip: 19137
County: Philadelphia

(b) Name of Commercial Registered Office Provider: ____________________________
County: ________________________________________________________

Name of Commercial Registered Office Provider: ____________________________
County: ________________________________________________________

3. The name and the address of the registered office of each other domestic
business corporation and qualified foreign business corporation which is a party
to the plan of merger are as follows:

HTC Acquisition, Inc., c/o Corporation Service Company Dauphin County

DSCB:15-1926 (Rev 89)-2

(Check, and if appropriate complete, one of the following):

[X] The plan of merger shall be effective upon filing these Articles of Merger
in the Department of State.

[ ] The plan of merger shall be effective on ________________

The manner in which the plan of merger was adopted by each domestic corporation
is as follows:

Name of corporation Manner of adoption
- ------------------- ------------------

U.S. Healthtec, Inc. Adopted by the directors and shareholder pursuant to 15
Pa. C.S. Section 1924(a)

HTC Acquisition, Inc. Adopted by the director and shareholder pursuant to 15
Pa. C.S. Section 1924(a)

(Check, and if appropriate complete, one of the following):

[ ] The plan of merger is set forth in full in Exhibit A attached hereto and
made a part hereof.

[X] Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
provisions from filed plans) the provisions of the plan of merger that
amend or constitute the operative Articles of Incorporation of the
surviving corporation at in effect subsequent to the effective date of the
plan are set forth in full in Exhibit A, attached hereto and made a part
hereof. The full text of the plan of merger is on file at the principal
place of business of the surviving corporation, the address of which is:

Number and Street: Arsenal Business Ctr. #15, 5301 Tacony St.
City: Philadelphia
State: PA
Zip: 19137

IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of
Merger to be signed by a duly authorized officer thereof this 29th, day of
April, 1994.

Name of Corporation: U.S. Healthcare, Inc.

By: /s/ X
---------------------------------
Title: President

Name of Corporation: HTC Acquisition, Inc.
(Name of Corporation)

By: /s/ X
---------------------------------
Title: Vice President

ARTICLES OF MERGER
DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa.C.S. Section 1926 (relating to
articles of merger or consolidation) the undersigned business corporations,
desiring to effect a merger, state that:

1. The name of the corporation surviving the merger is Paramedical Ambulance
Service, Inc.; pursuant to the Plan of Merger its name shall be changed to U.S.
Healthtec, Inc.

2. The surviving corporation is a domestic business corporation and the address
of the current registered office in this Commonwealth is: Arsenal Business
Center, Building #5, 5301 Tacony Street, Philadelphia, PA 19137.

3. The name and the address of the registered office of the other domestic
business corporation which is a party to the Plan of Merger is: U.S. Healthtec,
Inc., Arsenal Business Center, Building #5, 5301 Tacony Street, Philadelphia, PA
19137.

4. The Plan of Merger shall be effective on July 1, 1992.

5. The manner in which the Plan of Merger was adopted by each domestic
corporation is as follows:

Paramedical Ambulance Service, Inc.
Unanimous Consent of Sole Shareholder and Board of Directors.

U.S. Healthtec, Inc.
Unanimous Consent of Sole Shareholder and Board of Directors.

6. Pursuant to 15 Pa.C.S. Section 1901 (relating to omission of certain
provisions from filed plans) the provisions of the Plan of Merger that amend or
constitute the operative Articles of Incorporation of the surviving corporation
as in effect subsequent to the effective date of the Plan are set forth in full
in Exhibit "A", attached hereto and made a part hereof. The full text of the
Plan of Merger is on file at the principal glace of business of the surviving
corporation, the address of which is Arsenal Business Center, Building #5, 5301
Tacony Street, Philadelphia, PA 19137.

IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of
Merger to be signed by a duly authorized officer thereof this 17 day of June,
1992.

PARAMEDICAL AMBULANCE SERVICE, INC.

BY: /s/ X
---------------------------------
TITLE: President

U.S. HEALTHTEC, INC.

BY: /s/ X
---------------------------------
TITLE: President

EXHIBIT "A"

THIRD. The corporate existence and Articles of Incorporation of Parent, the
surviving corporation, shall be unaffected by the merger except that Articles 1,
2, and 3 of the Articles of Incorporation shall be amended to read in full as
follows:

"Article 1. The name of the corporation is U.S. Healthtec, Inc.

Article 2. The location and post office address of its registered office in this
Commonwealth is Arsenal Business Center, Building #5; 5301 Tacony Street,
Philadelphia, PA 19137.

Article 3. The purpose or purposes of the corporation which shall be organized
under this Act are as follows:

Engage in any lawful business for which business corporations may be
incorporated under the Business Corporation Law of 1988."

Further, Article 7. and 8. shall be added to the Articles of Incorporation and
shall read in full as follows:

"Article 7. A director shall not be personally liable, as such, for monetary
damages for any action taken, or any failure to take any action, unless:

(i) the director has breached or failed to perform the duties of his or her
office under 15 Pa. C.S. Subchapter 17B; and

(ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

This Article shall not apply to:

(i) the responsibility or liability of a director pursuant to any criminal
statute, or

(ii) the liability of a director for the payment of taxes pursuant to Federal,
state or local law.

Any repeal, modification or amendment of this Article shall be prospective only
and shall not affect any rights of a director then existing.

Article 8. These Articles of Incorporation may be amended in the manner
prescribed at the time by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation."

In all other respects the Articles of Incorporation of Parent shall remain
in effect as existing prior to the merger.

CHANGE OF REGISTERED OFFICE
Commonwealth of Pennsylvania
Department of State Corporation Bureau
308 North Office Bldg. Harrisburg, PA 17120

Please indicate (check one) type corporation

[X] Domestic Business Corporation

[ ] Foreign Business Corporation

[ ] Domestic Non-Profit Corporation

[ ] Foreign Non-Profit Corporation

FEE $40

1. Name of Corporation: Paramedical Ambulance Service, Inc.

2. Address of its present registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department):

NUMBER: N.E., Corner of
STREET: 2nd Street & Erie Avenue
CITY: Philadelphia
STATE: Pa.
ZIP CODE: 19140
COUNTY: Phila.

3. Address to which the registered office in this Commonwealth is to be changed
is:

NUMBER: Arsenal Business Center, Building #5 STREET: 5301 Tacony Street
CITY: Philadelphia,
STATE: Pa.
ZIP CODE: 19137
COUNTY: Phila.

4. (Check, and if appropriate, complete one of the following):

[X] Such change was authorized by resolution duly adopted by the Board of
Directors of the Corporation.

[ ] The procedure whereby such change was authorized was:

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to
be signed by a duly authorized officer, and its corporate seal, duly attested by
another such officer, to be hereunto affixed, this 23rd day of March, 1987.

(Corporate Seal)

NAME OF CORPORATION: PARAMEDICAL AMBULANCE SERVICE, INC.

SIGNATURE: By: /s/ Patrick J. Kennedy
---------------------------------
Patrick J. Kennedy, President

Attest:
SIGNATURE: /s/ Bernadette News
-------------------------------------
Bernadette News, Secretary

DSCB-BCL--307 (Rev. 8-72)

Statement of Change of Registered Office--Domestic Business Corporation
750735

Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

In compliance with the requirements of section 307 of the Business Corporation
Law, act of May 5, 1933 (P. L. 364) (15 P. S. Section 1307) the undersigned
corporation, desiring to effect a change in registered office, does hereby
certify that:

1. The name of the corporation is: PARAMEDICAL AMBULANCE SERVICE, INC.

2. The address of its present registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department):

NUMBER: 818 Widener Building
STREET: 1339 Chestnut Street
CITY: Philadelphia Pennsylvania
ZIP CODE: 19107

3. The address to which the registered office in this Commonwealth is to be
changed is:

NUMBER: N.E. CORNER 2nd STREET AND ERIE AVENUE
STREET: ________________________
CITY: PHILADELPHIA, Pennsylvania
ZIP CODE: 19140

4. Such change was authorized by resolution duly adopted by at least a majority
of the members of the board of directors of the corporation.

NAME OF CORPORATION: PARAMEDICAL AMBULANCE SERVICE, INC.

SIGNATURE: By: /s/ X
------------------------------------
PRESIDENT

Attest:

SIGNATURE: /s/ X
----------------------------------------
SECRETARY,

(CORPORATE SEAL)

Articles of
Incorporation-
Domestic Business Corporation

Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933(P.L.364) (15 P. S. 51204) the undersigned,
desiring to be incorporated as a business corporation, hereby certifies
(certify) that:

1. The name of the corporation is: PARAMEDICAL AMBULANCE SERVICE, INC.

2. The location and post office address of the initial registered office of the
corporation in this Commonwealth is:

NUMBER: 818 Widener Building
STREET: 1339 Chestnut Street
CITY: Philadelphia, Pennsylvania
ZIP CODE: 19107

3. The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:

To engage in any lawful business for which business corporations may be
incorporated under the Business Corporation Law of 1933 as Amended

4. The term for which the corporation is to exist is: Perpetual

5. The aggregate number of shares which the corporation shall have authority to
issue is:

One Thousand (1,000) Shares of no par value common stock.

6. The name(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) is (are):

NAME ADDRESS (including street and number, if any) NUMBER AND CLASS OF SHARES
- ---- --------------------------------------------- --------------------------

Kevin S. Anderson 818 Widener .Bldg. 1
1339 Chestnut St.
Phila., Pa. 19107

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed these
Articles of Incorporation this 19 day of February, 1982.

(SEAL) /s/ Kevin S. Anderson (SEAL)
- ------------------------------- ----------------------------------
KEVIN S. ANDERSON

(SEAL)
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INSTRUCTIONS FOR COMPLETION OF FORM:

A. For general instructions relating to the incorporation of business
corporations see 19 Pa. Code Ch. 35 (relating to business corporations
generally). These instructions relate to such matters as corporate name, stated
purposes, term of existence, authorized share structure and related authority of
the board of directors, inclusion of names of first directors in the Articles of
Incorporation, optional provisions on cumulative voting for election of
directors, etc.

B. One or more corporations or natural persons of full age may incorporate a
business corporation.

C. Optional provisions required or authorized by law may be added as Paragraphs
7, 8, 9 . . . etc.

D. The following shall accompany this form:

(1) Three copies of Form DSCB:BCL--206 (Registry Statement Domestic of Foreign
Business Corporation).

(2) Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name) or
Form DSCB:17.3 (Consent to Use of Similar Name).

(3) Any necessary governmental approvals.

E. BCL Section 205 (15 Pa. S. Section l205) requires that the incorporators
shall advertise their intention to file or the corporation shall advertise the
filing of articles of incorporation. Proofs of publication of such advertising
should not be delivered to the Department, but should be filed with the minutes
of the corporation.