Exhibit 3.271

AMENDED AND RESTATED BYLAWS

HELIX PHYSICIANS MANAGEMENT, INC.
(A California Corporation)

ARTICLE I

OFFICES

Section 1. Principal Executive Offices. The principal executive office of
the corporation shall be as designated from time to time by the Board of
Directors of the corporation. The Board of Directors is hereby granted full
power and authority to change said principal executive office from one location
to another, within or without the State of California.

Section 2. Other Offices. Other business offices may from time to time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

Section 3. Purposes and Powers. The corporation shall have such purposes as
are now or may hereafter be set forth in the Articles of Incorporation and shall
have and exercise such powers in furtherance of its purposes as are now or may
hereafter be set forth in the Articles of Incorporation.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 1. Time. An annual meeting of shareholders shall be held for the
election of directors on a date and at a time stated in or fixed in accordance
with the Bylaws and any other proper business may be transacted thereat. Any
special meeting shall be held on the date and at the time as the Board of
Directors shall from time to time fix.

Date of Meeting: November 15
Time of Meeting: 10:00 a.m.

Under no circumstances shall an annual meeting be held more than 60 days
after the date designated therefor or, if no date has been designated, for a
period of fifteen (15) months after

the organization of the corporation or after its last annual meeting.

Section 2. Place. Annual meetings of shareholders and any special meetings
shall be held at such place within or without this state as may be stated in or
fixed in accordance with the Bylaws or as the Board of Directors may from time
to time fix. If no other place is stated or so fixed, shareholder meetings shall
be held at the principal executive office of the corporation.

Section 3. Call. Annual meetings may be called by the Board, the President,
the Secretary, or by any officer instructed by the Board to call the meeting.

Section 3.1. Special meetings may be called in like manner or by the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting or by such other persons as may be provided in the Articles or
Bylaws.

Section 4. Notice. Whenever shareholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date, and hour of the meeting, and (1) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (2) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but subject to the provisions of the General Corporation
Law. The notice of any meeting at which directors are to be elected shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

Section 4.1. Notice of a shareholders' meeting or any report shall be given
either personally or by mail or other means of written communication, addressed
to the shareholder at the address of such shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice; or if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication. An affidavit of mailing of any
notice or report in accordance with the provisions of this subsection, executed
by the Secretary, Assistant Secretary, or any transfer agent, shall constitute
sufficient proof of the giving of the notice or report.

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

Section 4.2. Upon request in writing to the President, Vice President, or
Secretary by any person (other than the Board) entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given to
the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than 35 nor
more than 60 days after receipt of the request. If the notice is not given
within 20 days after receipt of the request, the persons entitled to call the
meeting may give the notice.

Section 4.3. When a shareholders' meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than 45
days or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting as provided in the bylaws or as the
General Corporation Law may require.

Section 4.4. The notice of any annual or special meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law.

Section 5. Consent. 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, not present in person or by proxy, signs a written
waiver of notice of a consent to the holding of the meeting or an approval of
the minutes thereof.

Section 5.1. All such waivers, consents, and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

Section 5.2. Attendance of a person at a meeting constitutes a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting shall not constitute
a waiver of any right to object to the consideration of matters required by the
General Corporation Law to be included in the notice if such objection is
expressly made at the meeting.

Section 5.3. Except as otherwise provided in subdivision (f) of Section 601
of the General Corporation Law, neither the business to be transacted at nor the
purpose of any regular or special meeting need be specified in any written
waiver of notice.

Section 6. Conduct of Meeting. Meetings of the shareholders shall be
presided over by one of the following officers in the following order of
seniority and if present and acting--the President, a Vice President, or, if
none of the foregoing is in office and present, and acting, by a chairman to be
chosen by a majority of the shares represented at the meeting and entitled to
vote.

Section 6.1. The Secretary of the corporation, or in his absence, an
assistant secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an assistant secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

Section 7. Proxy Representation. Every person entitled to vote shares may
authorize another person or persons to act by proxy with respect to such shares
either at a meeting or by written action. No proxy shall be valid after the
expiration of eleven months from the date of its execution unless otherwise
provided in the proxy. Every proxy shall continue in full force and effect until
revoked by the person executing it prior to the vote or written action pursuant
thereto, except as otherwise provided in this section or by the General
Corporation law.

Section 7.1. As used herein, a "proxy" shall be deemed to mean a written
authorization signed by a shareholder or a shareholder's attorney in fact giving
another person or persons power to vote or consent in writing with respect to
the shares of such shareholder, and "Signed" as used herein shall be deemed to
mean the placing of such shareholder's name on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by such
shareholder or shareholder's attorney in fact.

Section 7.2. Where applicable, the form of any proxy shall comply with the
provisions of Section 604 of the General Corporation Law.

Section 8. Inspectors - Appointment. In advance of any meeting of
shareholders, the Board of Directors may appoint inspectors of election to act
at the meeting and any adjournment thereof. If inspectors of election are not so
appointed, or, if any persons so appointed fail to appear or refuse to act, the
chairman of any meeting of shareholders may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election (or
persons to replace any of those who so fail or refuse) at the meeting. The
number of inspectors shall be either one or three. If appointed at a meeting on
the request of one or more shareholders or proxies, the majority of shares
represented shall determine whether one or three inspectors are to be appointed.

Section 8.1. The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity, and effect of
proxies, receive votes, ballots, if any, or consents, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when the polls shall
close, determine the result, and do such acts as may be proper to conduct the
election or vote with fairness to all shareholders.

Section 8.2. If there are three inspectors of election, the decision, act,
or certificate of a majority shall be effective in all respects as the decision,
act, or certificate of all.

Section 9. Subsidiary Corporations. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. For purposes of this
section, a "subsidiary" of this corporation means a corporation of whose shares
those possessing more than fifty percent

(50%) of the total combined voting power of all classes of shares entitled to
vote are owned directly or indirectly through one or more subsidiaries by this
corporation.

Section 10. Quorum; Vote; Written Consent.

A. A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum for the transaction of business at a meeting of
shareholders.

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

C. In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented thereat
either in person or by proxy, but no other business may be transacted except as
hereinbefore provided.

Section 10.1. Unless a record date for voting purposes be fixed, as
provided in Section 4 of Article V of these Bylaws, then, subject to the
provisions of Chapter 7 of the General Corporation Law of California (relating
to voting of shares), only persons in whose names shares entitled to vote stand
on the stock records of the corporation at the close of business on the business
day next preceding the date on which notice of the meeting is given or, if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held, shall be entitled to vote at such meeting,
and such day shall be the record date for such meeting.

Section 10.2. In the election of directors, a plurality of the votes cast
shall elect. No shareholder shall be entitled to cumulate votes for any one or
more candidates at a meeting for the election of directors unless such candidate
or candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.

Section 10.3. Except as otherwise provided by the General Corporation Law,
the Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote, and shall thereby constitute an act of the shareholders.

Section 10.4. Except in the election of directors by written consent in
lieu of a meeting, and except as may otherwise be provided by the General
Corporation Law, the Articles of Incorporation or these Bylaws, any action which
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, shall be signed by holders of outstanding shares
having not less

than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

A. Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.

B. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or
2007 without a meeting by less than unanimous written consent shall be given at
least ten (10) days before the consummation of the action authorized by such
approval, and prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.

Section 11. Ballot. Elections of directors at a meeting need not be by
ballot unless a shareholder demands election by ballot at the election and
before the voting begins. In all other matters, voting need not be by ballot.

Section 12. Shareholders' Agreements. Notwithstanding the above provisions,
in the event this corporation elects to become a "close corporation," an
agreement between two or more shareholders thereof, if in writing and signed by
the parties thereto, may provide that in exercising any voting rights the shares
held by them shall be voted as provided by the agreement, or as the parties may
agree or as determined in accordance with a procedure agreed upon by them, or as
otherwise provided in Section 706, or may modify the above provisions as to
shareholders' meetings and actions.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Functions. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
its Board of Directors. The Board of Directors may delegate the management of
the day-to-day operation of the business of the corporation to a management
company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.

A. The Board of Directors shall have authority to fix the compensation of
directors for services in any lawful capacity.

Section 1.1. Each director shall exercise such powers and otherwise perform
the duties of a director in good faith, in the manner such director believes to
be in the best interests of the corporation, and with such care, including
reasonable inquiry, using ordinary prudence, as an ordinarily prudent person in
a like position would use under similar circumstances.

Section 2. Exception for Close Corporation. In the event that this
corporation shall elect to become a close corporation, as defined in Section
158, its shareholders may enter into a

Shareholders' Agreement as defined and provided in Sections 186 and 300(b).
Notwithstanding the provisions of Section 1 of this Article, said agreement may
provide for the exercise of corporate powers and the management of the business
and affairs of this corporation by the shareholders, provided however such
agreement shall, to the extent and so long as the discretion or the powers of
the Board in its management of corporate affairs is controlled by such
agreement, impose upon each shareholder who is a party thereof, liability for
managerial acts performed or omitted by such person pursuant thereto that is
otherwise imposed by Section 300 upon Directors, and the directors shall be
relieved to that extent from such liability.

Section 3. Qualifications and Number. A director need not be a shareholder
of the corporation, a citizen of the United States, or a resident of the State
of California.

Section 3.1. The authorized number of directors constituting the Board of
Directors until further changed shall be three (3); provided, however, that
whenever the corporation shall have only two shareholders, the number of
directors may be at least two, and whenever the corporation shall have only one
shareholder, the number of directors may be at least one. Subject to the
foregoing provisions, the number of directors may be changed from time to time
by an amendment of these Bylaws adopted by approval of the outstanding shares.
Any such amendment reducing the number of directors to fewer than five cannot be
adopted if the votes cast against its adoption at a meeting or the shares not
consenting in writing in the case of action by written consent are equal to more
than sixteen and two-thirds percent of the outstanding shares or as provided by
Section 212(a). No decrease in the authorized number of directors shall have the
effect of shortening the term of any incumbent director.

Section 4. Election and Term. The initial Board of Directors shall consist
of the persons designated in the Articles as such or elected by the
incorporators, all of whom shall hold office until the first annual meeting of
shareholders or until the expiration of the term for which elected and until
their successors have been elected and qualified, or until their earlier
resignation or removal from office. Thereafter, at each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including directors who are elected to fill any
vacancies, shall hold office until the next annual meeting of shareholders and
until their successors have been elected and qualified, or until their earlier
resignation, removal from office, or death.

Section 4.1. An ex officio director serves on the Board by virtue of his
official position. He shall remain an ex officio director until he shall no
longer hold a designated position which is the basis for ex officio membership.

Section 4.2. If in the interim between annual meetings of shareholders or
of special meetings of shareholders called for the election of directors any
vacancies occur in the Board of Directors, including vacancies resulting from an
increase in the authorized number of directors which have not been filled by the
shareholders, including any other vacancies which the General Corporation Law
authorizes directors to fill, and including vacancies resulting from the removal
of directors which are not filled at the meeting of shareholders at which any
such removal has been effected, if the Articles of Incorporation or a Bylaw
adopted by the shareholders so

provides, they may be filled by the vote of a majority of the directors then in
office or by a sole remaining director, although less than a quorum exists.

Section 4.3. Any director may resign effective upon giving notice to the
Chairman of the Board, if any, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to the office when the resignation becomes effective.

Section 4.4. The shareholders may elect a director at any time to fill any
vacancy which the directors are entitled to fill, but which they have not
filled. Any such election by written consent shall require the consent of a
majority of the shares.

Section 5. Meetings.

Section 5.1 Time. Meetings shall be held at such time as provided in the
Articles or as herein set forth in the Bylaws or as the Board shall fix by
resolution, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble. In the
event the newly elected Board meets immediately following the annual meeting of
shareholders wherein they were elected, then, for such meetings and
notwithstanding any other provision of this section, call and notice are hereby
waived and dispensed with.

Section 5.1.1. An annual meeting of the Board of Directors shall be held
immediately following the annual meeting of shareholders or such meetings may be
held at such time and place as may be designated by the Chairman of the Board,
if any, or the President in an appropriate notice of the meeting or as may be
fixed by these Bylaws or by resolution of the Board of Directors, for the
purpose of election of successor directors, election of officers, and the
transaction of any other proper business.

Section 5.1.2. The Board of Directors shall meet regularly at such times as
may be determined by the Board to be necessary to manage the business and
affairs of the corporation, which shall be not less than annually. The time and
place of such meeting shall be fixed as according to this section.

Section 5.2. Place. Meetings of the Board of Directors may be held at any
place within or without the State of California which has been designated in the
notice of the meeting or, if not stated in said notice or if there is no notice
given, at the place designated in these Bylaws or by resolution of the Board of
Directors. In the absence of such designation, meetings shall be held at the
principal executive office of the corporation.

Section 5.3. Special Meetings. Meetings of the Board of Directors may be
called at any time by the Chairman of the Board, if any, the President, or any
Vice President, or the Secretary, or any two directors.

Section 5.4. Notice and Waiver Thereof. No notice shall be required for
regular meetings for which the time and place have been fixed by these Bylaws or
by resolution of the

Board of Directors. Special meetings shall be held upon at least four days'
notice by mail or upon at least forty-eight hours' notice delivered personally
or by telephone or telegraph.

A. Notice of a meeting need not be given to any director who signs a waiver
of notice, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director.

B. A notice or waiver of notice need not specify the purpose of any regular
or special meeting of the Board of Directors.

Section 6. Sole Director Provided by Articles of Incorporation. In the
event only one director is required by the Bylaws or Articles of Incorporation,
pursuant to Section 212(a), then any reference herein to notices, waivers,
consents, meetings, or other actions by a majority or quorum of the directors
shall be deemed to refer to such notice, waiver, etc., by such sole director,
who shall have all rights and duties and shall be entitled to exercise all of
the powers and shall assume all the responsibilities otherwise herein described
as given to a Board of Directors.

Section 7. Quorum and Action. A majority of the authorized number of
directors shall constitute a quorum of the Board for the transaction of business
except when a vacancy or vacancies prevents such majority, whereupon a majority
of the directors in office shall constitute a quorum unless otherwise prohibited
by the General Corporation Law and, provided such majority shall constitute at
least either one-third of the authorized number of directors or at least two
directors, whichever is larger, unless the authorized number of directors is,
only one.

Section 7.1. A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than twenty-four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors, if any, who were not present at the time of adjournment.

Section 7.2. Except as the Articles of Incorporation, these Bylaws and the
General Corporation Law may otherwise provide, the act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present is the act of the Board of Directors.

Section 7.3. Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another, and
participation by such use shall be deemed to constitute presence in person at
any such meeting.

Section 7.4. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any action
is approved by at least a majority of the required quorum for such meeting.

Section 8. Chairman of the Meeting. The chairman of any meeting of the
Board of Directors shall be the Chairman of the Board, if any and if present and
acting, or the President, in the absence of the Chairman of the Board and if
present and acting, or any director chosen by the Board or provided in the
Bylaws, and who shall preside at all such meetings.

Section 9. Removal of Directors. 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; provided, however, that unless the
entire Board is removed, an individual director shall not be removed when the
votes cast against such removal, or not consenting in writing to such removal,
would be sufficient to elect such director if voted cumulatively at an election
of directors at which the same total number of votes were cast or, if such
action is taken by written consent (in lieu of the meeting), all such shares
entitled to vote were voted, and the entire number of directors authorized at
the time of the director's most recent election were then being elected.

A. If it is deemed to be in the best interest of the corporation, the
director or directors subject to removal shall be notified of such a meeting
held for this purpose, and such notice must be mailed not less than one week
prior to the meeting, to the last known address of the director, stating that
the question of removal will be brought before such noticed meeting.

Section 9.1. If any or all directors are so removed, new directors may be
elected at the same meeting or by such written consent of the shareholders as
provided by Section 305(b), or such vacancies on the Board may be filled by a
majority of the directors then in office, whether or not less than a quorum, or
by a sole remaining director.

Section 9.2. The Board of Directors may declare vacant the office of any
director who has been declared of unsound mind by an order of court or convicted
of a felony.

Section 10. 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 of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors or as set forth in these
Bylaws, shall have all the authority of the Board of Directors except such
authority as the General Corporation Law may specifically exclude as a proper
delegation of authority.

Section 11. Informal Action. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be 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 thereof all such waivers, consents, and/or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

Section 12. Written Action. 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 of Directors

shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.

Section 13. Indemnification of Directors, Officers, Employees and Agents.

Section 13.1. The following definitions apply for purposes of this Section
13:

(a) "Agent" means any person who:

(1) is or was the corporation's director, officer, employee or other
agent;

(2) is or was serving at the corporation's request as a director,
officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise; or

(3) was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation
or another enterprise at the predecessor corporation's request.

(b) "Proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative.

(c) "Expenses" include, without limit, attorneys' fees and expenses of
establishing an indemnification right under Section 13.2 or Section 13.3 of this
Section.

Section 13.2. This corporation shall indemnify any person who was or is a
party or is threatened to be made a party to a Proceeding because the person is
or was an Agent. This indemnification does not apply to an action by or in the
right of this corporation to procure a judgment in its favor. The corporation
shall indemnify an Agent against Expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with a Proceeding,
if the Agent acted in good faith and in a manner he, she or it reasonably
believed to be in the corporation's best interests. In the case of a criminal
Proceeding, the Agent must have had no reasonable cause to believe his, her or
its conduct was unlawful. Any Proceeding's termination by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not alone create a presumption the Agent did not act in good faith and in a
manner which he, she or it reasonably believed to be in the corporation's best
interests, or the Agent had reasonable cause to believe his, her or its conduct
was unlawful.

Section 13.3. This corporation shall 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 this corporation to procure a judgment in
its favor because the person is or was an Agent. This indemnification applies to
Expenses actually and reasonably incurred by the person relating to the action's
defense or settlement. This indemnification shall be made only if the person
acted in good faith, and in a manner he, she or it believed to be in the
corporation's and its shareholders' best interests. No indemnification shall be
made regarding:

(a) Any claim, issue or matter as to which the person has been judged
liable to this corporation in performing the person's duty to this corporation
and its shareholders, unless and only to the extent the court, upon application,
determines the person is fairly and reasonably entitled to indemnity;

(b) Amounts paid in settling or otherwise disposing of a pending
action without court approval; or

Section 13.4. To the extent an Agent has been successful on the merits in
defending a Proceeding referred to in Section 13.2 or Section 13.3 or a related
claim, issue or matter, the Agent shall be indemnified against related Expenses
actually and reasonably incurred by the Agent.

Section 13.5. Except as provided in Section 13.4, the corporation shall
indemnify agents under this Section only upon a determination indemnification is
proper because the Agent met the applicable conduct standard in Section 13.2 or
Section 13.3, and only if authorized by any of the following:

(a) A majority vote of a quorum of the Board of Directors, consisting
of directors not parties to the Proceeding;

(b) If that quorum of directors is unobtainable, by written opinion of
independent legal counsel;

(c) Approval of the shareholders (as provided by California
Corporations Code Section 153), with any shares owned by the person to be
indemnified not entitled to vote;

(d) The court, upon application by this corporation, the Agent, or the
attorney or other person rendering services in connection with the defense,
whether or not the application is opposed by this corporation.

Section 13.6. The corporation may advance Expenses incurred in defending
any Proceeding before its final disposition upon receipt of a promise by or on
behalf of the Agent to repay the amount if it is ultimately determined the Agent
is not entitled to indemnification.

Section 13.7. The indemnification provided to Agents in this Section 13
shall not exclude other rights to which Agents may be entitled under any bylaw,
agreement, shareholders' vote, disinterested directors' vote or otherwise, both
as to action in an official capacity and as to action in another capacity while
holding office, to the extent the additional indemnification rights are
authorized in this corporation's Articles of Incorporation. These indemnity
rights shall continue as to a person who ceased to be an Agent and inure to the
benefit of the person's heirs, executors, and administrators. This Section 13
shall not affect any indemnification rights to which an Agent may be entitled
under any contract or otherwise.

Section 13.8. No indemnification or advance shall be made under this
Section except as provided in Section 13.4 or Section 13.5(c) where such
indemnification or advance would be inconsistent with:

(a) The corporation's Articles of Incorporation, Bylaws, a resolution
of its shareholders, or an agreement effective as of the accrual of the alleged
cause of action asserted in the Proceeding in which Expenses were incurred or
other amounts were paid which prohibits or otherwise limits indemnification; or

(b) Any condition expressly imposed by a court in approving a
settlement.

Section 13.9. This corporation may purchase and maintain insurance on
behalf of any Agent against any liability asserted against or incurred by the
Agent in that capacity or arising out of his, her or its being an Agent.
Insurance may be purchased whether or not this corporation has the power to
indemnify the Agent under this Section 13. This corporation's ownership of all
or a portion of the shares of any company issuing an insurance policy shall not
render this Section inapplicable if either of the following is met:

(a) If authorized in the corporation's Articles of Incorporation, any
policy issued is limited to the extent provided by California Corporations Code
Section 204(d); or

(b) (1) The issuing company is organized, licensed, and operated in
compliance with the insurance laws and regulations applicable to its
jurisdiction of organization,

(2) The issuing company's procedures for processing claims do not
permit it to be subject to the direct control of the corporation buying the
policy, and

(3) The policy provides for risk sharing between the issuer and
purchaser, on the one hand and some unaffiliated person(s), on the other.
This may be done by providing for more than one unaffiliated owner of the
issuing company, or a portion of the coverage furnished will be obtained
from some unaffiliated insurer or re-insurer.

Section 13.10. This Section 13.10 does not apply to any Proceeding against
any trustee, investment manager or other employee benefit plan fiduciary in the
person's capacity as such, even though the person may also be an Agent. This
corporation may indemnify a trustee, investment manager or other fiduciary as
permitted by California Corporations Code Section 207(f).

Section 13.11. If not otherwise authorized by these Bylaws, this
corporation may also, if authorized by its Board of Directors, indemnify and
advance Expenses to an Agent to the fullest extent of this Section 13.

Section 13.12. The Board of Directors may authorize the corporation to
enter into agreements with its Agents providing for indemnification to the
maximum extent permitted under applicable law and the corporation's Articles of
Incorporation and Bylaws.

Section 13.13. (a) This subsection applies if (i) an indemnity claim
arising out of this Section 13 is not paid in full by the corporation within
sixty (60) days after a written claim has been received by the corporation; or
(ii) a claim for an Expense advance arising out of this Section 13 is not paid
in full by the corporation within twenty (20) days after a written claim has
been received by the corporation. In the event of (i) or (ii) above, the Agent
may sue the corporation to recover the claim's unpaid amount, including
interest.

(b) This paragraph applies if the Agent is wholly or partly successful
in the suit or in a suit brought by the corporation to recover an Expense
advance pursuant to an under-taking. If the Agent is wholly or partly
successful, the Agent may be paid the expense of prosecuting or defending the
suit.

(c) It is a defense in any suit by the Agent to enforce
indemnification, but not in a suit brought by the Agent to enforce an Expense
advance, that the Agent has not met any applicable California Corporations Code
conduct standard.

(d) In any suit by the corporation to recover an Expense advance, the
corporation may recover the Expenses upon a final adjudication the Agent has not
met any applicable California Corporations Code conduct standard.

(e) Neither of the following shall be a defense to the suit or create
a presumption the Agent has not met the applicable conduct standard:

(1) the failure of the corporation (including its Board of Directors,
independent legal counsel, or shareholders) to determine prior to a suit's
beginning that indemnification of the Agent is proper because the Agent has
met any applicable California Corporations Code conduct standard; nor

(2) an actual determination by the person(s) that the Agent has not
met the applicable conduct standard. In any suit brought by the agent to
enforce a right under this Section 13.13 or by the corporation to recover
an Expense advance, the corporation has the burden of proving the Agent is
not entitled to indemnification or an Expense advance.

Section 14. Fees and Compensation. Directors and members of committees
shall not receive any salary for their services as directors or members,
however, upon resolution of the Board, a fixed fee, with or without expenses of
attendance, may be allowed for attendance at each meeting.

Section 14.1. Nothing herein contained shall be construed to preclude any
director or committee member from serving the corporation in any other capacity
and receiving compensation therefor.

Section 15. Transactions Between Corporation and Directors. No contract or
other transaction between the corporation and one or more of its directors, or
between the corporation and any corporation, firm or association in which one or
more of the Directors has a material financial interest, is either void or
voidable because such Director or Directors or such other

corporation, firm or association are parties or because such Director or
Directors are present at the meeting of the Board or a committee thereof which
authorizes approves or ratifies the contract or transaction, if done so
according to the provisions set forth in Section 310 and the General Corporation
Law.

ARTICLE IV

OFFICERS

Section 1. Officers. The officers of the corporation shall be a Chairman of
the Board or a President or both, a Secretary, a Chief Financial Officer, and
such other officers with such titles and duties as shall be stated in the Bylaws
or determined by the Board of Directors and as may be necessary to enable it to
sign instruments and share certificates. Any number of offices may be held by
the same person.

Section 2. Election. The officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors and each
shall hold his/her office until he/she shall resign or shall be removed or
otherwise disqualified to serve, or until his/her successor shall be elected and
qualified.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in these Bylaws or as the Board of Directors may from time to
time determine.

Section 4. Removal and Resignation. Any officer may be removed, either with
or without cause, by a majority of the Directors then in office, at any regular
or special meeting of the Board, or, except in the case of an officer chosen by
the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors (subject, in each case, to the rights, if
any, of an officer under any contract of employment).

Section 4.1. Any officer may resign at any time by giving written notice to
the Board of Directors, or to the Chairman of the Board, if any, or to the
President, or to the Secretary of the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.

Section 6. 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 power and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
bylaws.

Section 7. President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, The President shall be the Chief Executive Officer of the
corporation, and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.

Section 8. Vice President. In the absence or disability of the President,
the Vice Presidents, in order of their rank as fixed by the Board of Directors,
or if not 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 otherwise placed 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.

Section 9. Secretary. The Secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the Board of Directors
may designate, of all meetings of Directors and Shareholders, with the time and
place of holding, whether of a regular or special nature (how authorized, if
special), the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.

Section 9.1. The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer agent, a share
register, or duplicate share register, showing the names of the shareholders and
their addresses; the number and classes of shares held by each; the number and
date of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.

Section 9.2. The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
Bylaws or by the General Corporation Law to be given, and he shall keep the seal
of the corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

Section 10. Chief Financial Officer. This officer shall keep and maintain,
or cause to be kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. Any surplus, including earned surplus, paid-in surplus,
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all reasonable times be open to inspection by any director.

Section 10.1. Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all his transactions and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or the Bylaws.

Section 11. Assistant Secretaries and Assistant Financial Officers. The
assistant secretaries and the assistant financial officers shall, in the absence
or disability of the Secretary or Chief Financial Officer, respectively, and in
the order of election, or as set by the Board, have the duties and powers of the
Secretary or Chief Financial Officer and shall have such other duties and powers
as the Board from time to time prescribes.

ARTICLE V

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. Certificates for Shares. Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, as prescribed by Sections 416-419,
inclusive, and other relevant Sections of the General Corporation Law of the
State of California (the "General Corporation Law") and such other statements,
as applicable, which may be prescribed by the Corporate Securities Law of the
State of California and any other applicable provision of the law.

Section 1.1. Each such certificate issued shall be signed in the name of
the corporation by the Chairman of the Board of Directors, if any, of the Vice
Chairman of the Board of Directors, if any, the President, if any, or a Vice
President, if any, and by the Chief Financial Officer or an assistant financial
officer or the Secretary or an assistant secretary. Any or all of the signatures
on a certificate for shares may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate for shares shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

Section 1.2. In the event that the corporation shall issue the whole or any
part of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.

Section 2: Lost, Stolen or Destroyed Certificates for Shares. The
corporation may issue a new certificate for shares or for any other security in
the place of any other certificate theretofore issued by it, which is alleged to
have been lost, stolen or destroyed. As a condition to such issuance, the
corporation may require any such owner of the allegedly lost, stolen or

destroyed certificate or any such owner's legal representative to give the
corporation a bond, or other adequate 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 of any such
certificate or the issuance of such new certificate.

Section 3. Share Transfers. Upon compliance with any provision of the
General Corporation Law and/or the Corporate Securities Law of 1968 which may
restrict the transferability of shares, transfers of shares of the corporation
shall be made only on the record of shareholders of the corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon.

Section 4. Record Date for Shareholders. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect to any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.

Section 4.1. If the Board of Directors shall not have fixed a record date
as aforesaid, the record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held; the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given; and the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto, or the sixtieth day
prior to the day of such other action, whichever is later.

Section 4.2. 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 for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting
is adjourned for more than forty-five days from the date set for the original
meeting.

Section 4.3. Except as may be otherwise provided by the General Corporation
Law, shareholders on the record date shall be entitled to notice and to vote or
to receive any dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.

Section 5. Representation of Shares in Other Corporations. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board,

the President or any Vice President or any other person authorized by resolution
of the Board of Directors.

Section 6. Meaning of Certain Terms. As used in these Bylaws with respect
to the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or shares
and to a holder or holders of record or outstanding shares when the corporation
is authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders of
outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may provide for more
than one class or series of shares, one or more of which are limited or denied
such rights thereunder.

Section 6.1. As used in these Bylaws, all references to specific sections
without further description, and all references to the "General Corporation Law"
are in reference to the General Corporation Law of the State of California.

Section 6.2. As used in these Bylaws, with respect to the qualification of
directors and officers to serve in such positions, such officer or director
shall be qualified, disqualified, or unqualified as determined by the General
Corporation Law, the Articles of Incorporation, these Bylaws, or by resolution
of the Board of Directors.

Section 7. Close Corporation Certificates. All certificates representing
shares of this corporation, in the event it shall elect to become a close
corporation, shall contain the legend required by Section 418(c).

ARTICLE VI

EFFECT OF SHAREHOLDERS' AGREEMENT - CLOSE CORPORATION

Any Shareholders' Agreement authorized by Section 300(b) shall only be
effective to modify the terms of these Bylaws if this corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Section 202 and shall terminate when this corporation
ceases to be a close corporation. Such an agreement cannot waive or alter
Section 158 (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 1111 (merger), 1201(e)
(reorganization) or Chapters 15 (Records and Reports), 16 (Rights of
Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties) or any
other provision of the General Corporation Law requiring the filing of any
document with the Secretary of State. All other provisions of the General
Corporation Law or these Bylaws may be altered or waived thereby, but to the
extent they are not so altered or waived, these Bylaws shall be applicable.

ARTICLE VII

CORPORATE CONTRACTS AND INSTRUMENTS - HOW EXECUTED

The Board of Directors, except as provided otherwise in the Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. 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 agreement, or to pledge its
credit, or to render it liable for any purposes or any amount, except as
provided in Section 313 of the General Corporation Law.

ARTICLE VIII

CONTROL OVER BYLAWS

After the initial Bylaws of the corporation shall have been adopted by the
incorporator or incorporators of the corporation, the Bylaws may be amended or
repealed or new Bylaws may be adopted by the shareholders entitled to exercise a
majority of the voting power or by the Board of Directors; provided, however,
that the Board of Directors shall have no control over any bylaw which fixes or
changes the authorized number of directors of the corporation; provided,
further, that any control over the Bylaws herein vested in the Board of
Directors shall be subject to the authority of the aforesaid shareholders to
amend or repeal the Bylaws or to adopt new bylaws; and provided, further, that
no new bylaw, nor any amendment or repeal of an existing bylaw, having the
effect of reducing the number or minimum number of directors shall be adopted if
the votes cast against its adoption at a meeting or the shares not consenting in
the case of action by written consent would be sufficient to elect at least one
director if voted cumulatively at an election at which all of the outstanding
shares entitled to vote were voted and the entire number of previously
authorized directors were being elected.

ARTICLE IX

BOOKS AND RECORDS - STATUTORY AGENT

Section 1. Records: Storage and Inspection. The corporation shall keep at
its principal executive office in the State of California or, at the principal
business office in the State of California if its principal executive office is
not in the State, the original or a copy of the Bylaws as amended to date, which
shall be open to inspection by the shareholders at all reasonable times during
office hours. If the principal executive office of the corporation is outside
the State of California, and, if the corporation has no principal business
office in the State of California, it shall upon request of any shareholder
furnish a copy of the Bylaws as amended to date.

Section 1.1. The corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees, if any. The corporation shall
keep at its principal executive office, or at the office of

its transfer agent or registrar, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares held by
each. Such minutes shall be in written form. Such other books and records shall
be kept either in written form or in any other form capable of being converted
into written form.

Section 1.2. The accounting books and records, record of shareholders, and
minutes of proceedings of the shareholders and the Board and committees of the
Board of this corporation and any subsidiary of this corporation shall be open
to inspection upon written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interest as a
shareholder or as a holder of such voting trust certificate. Such inspection by
a shareholder or holder of a voting trust certificate may be made in person or
by agent or attorney, and the right of inspection includes the right to copy and
make extracts.

Section 1.3. Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation and any of its subsidiaries.
Such inspection by a director may be made in person or by agent or attorney and
the right of inspection includes the right to copy and make extracts.

Section 2. Record of Payments. 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 shall be determined from time to time by
resolution of the Board of Directors.

Section 3. Annual Report. Whenever the corporation shall have fewer than
one hundred shareholders, the Board of Directors shall not be required to cause
to be sent to the shareholders of the corporation the annual report prescribed
by Section 1501 of the General Corporation Law unless it shall determine that a
useful purpose would be served by causing the same to be sent or unless the
Department of Corporations, pursuant to the provisions of the Corporate
Securities Law of 1968, shall direct the sending of the same. This section shall
not affect any other provision contained in these Bylaws otherwise controlling
annual reports.

Section 4. Construction of Terms. Unless the context otherwise requires,
the general provisions, Rules of Construction on Definitions contained in the
General Corporation Law of California 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. The term "person" includes a
corporation as well as a natural person.

Section 5. Corporate Seal. The Board of Directors shall adopt, use, and at
will alter a corporate seal. Any 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."

CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

The undersigned hereby certifies:

1. That I am the duly elected, qualified and acting Secretary of HELIX
PHYSICIANS MANAGEMENT, INC., a California corporation.

2. That the foregoing Amended and Restated Bylaws were adopted as the
bylaws of the corporation by the unanimous written consent of the shareholders
without a meeting effective as of 1/3/2000.

Dated: 1/3/2000

/s/ Daniel Rosen
----------------------------------------
DANIEL ROSEN, M.D.
Secretary

BYLAWS

HELIX PHYSICIANS MEDICAL GROUP, INC.

a California Professional Corporation

INDEX OF CONTENTS

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ARTICLE I. OFFICERS.......................................................... 1
Section 1. PRINCIPAL OFFICE............................................... 1
Section 2. OTHER OFFICES.................................................. 1

ARTICLE II. SHARES AND SHAREHOLDERS........................................... 1
Section 1. QUALIFICATIONS OF SHAREHOLDERS................................. 1
Section 2. REQUIRED TRANSFER OF SHARES.................................... 1
Section 3. PLACE OF MEETINGS.............................................. 1
Section 4. ANNUAL MEETING................................................. 2
Section 5. SPECIAL MEETING................................................ 2
Section 6. NOTICE OF SHAREHOLDERS' MEETING................................ 2
Section 7. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE................... 3
Section 8. QUORUM......................................................... 3
Section 9. ADJOURNED MEETING; NOTICE...................................... 4
Section 10. VOTING......................................................... 4
Section 11. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS............. 5
Section 12. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........ 5
Section 13. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS.................................................... 6
Section 14. PROXIES........................................................ 7
Section 15. INSPECTORS OF ELECTION......................................... 8

ARTICLE III. DIRECTORS......................................................... 9
Section 1. POWERS......................................................... 9
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.......................... 10
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS....................... 10
Section 4. VACANCIES...................................................... 10
Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.................... 11
Section 6. ANNUAL MEETING................................................. 11
Section 7. OTHER REGULAR MEETINGS......................................... 12
Section 8. SPECIAL MEETINGS............................................... 12
Section 9. QUORUM......................................................... 12
Section 10. WAIVER OF NOTICE............................................... 12
Section 11. ADJOURNMENT.................................................... 13
Section 12. NOTICE OF ADJOURNMENT.......................................... 13
Section 13. ACTION WITHOUT MEETING......................................... 13
Section 14. FEES AND COMPENSATION OF DIRECTORS............................. 13

ARTICLE IV. COMMITTEES........................................................ 13
Section 1. COMMITTEES OF DIRECTORS........................................ 13

(i)

Page
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Section 2. MEETINGS AND ACTION OF COMMITTEES.............................. 14

ARTICLE V. OFFICERS.......................................................... 15
Section 1. OFFICERS AND QUALIFICATIONS.................................... 15
Section 2. ELECTION OF OFFICERS........................................... 15
Section 3. ADDITIONAL OFFICES............................................. 15
Section 4. REMOVAL AND RESIGNATION OF OFFICERS............................ 15
Section 5. VACANCIES IN OFFICES........................................... 15
Section 6. CHAIRMAN OF THE BOARD.......................................... 16
Section 7. PRESIDENT...................................................... 16
Section 8. VICE PRESIDENTS................................................ 16
Section 9. SECRETARY...................................................... 16
Section 10. CHIEF FINANCIAL OFFICER........................................ 17
Section 11. REIMBURSEMENT OF DISALLOWED PAYMENTS........................... 17

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
OTHER AGENTS...................................................... 18
Section 1. AGENTS, PROCEEDINGS, AND EXPENSES.............................. 18
Section 2. ACTIONS OTHER THAN BY THE CORPORATION.......................... 18
Section 3. ACTIONS BY THE CORPORATION..................................... 19
Section 4. FURTHER INDEMNIFICATION BY AGREEMENT........................... 19
Section 5. SUCCESSFUL DEFENSE BY AGENT.................................... 20
Section 6. REQUIRED APPROVAL.............................................. 20
Section 7. ADVANCE OF EXPENSES............................................ 20
Section 8. OTHER CONTRACTUAL RIGHTS....................................... 20
Section 9. LIMITATIONS.................................................... 21
Section 10 INSURANCE...................................................... 21
Section 11. CONTINUATION OF RIGHTS......................................... 21
Section 12. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN................. 21

ARTICLE VII. RECORDS AND REPORTS............................................... 21
Section 1. MAINTENANCE AND INSPECTION OF SHARE
REGISTER....................................................... 21
Section 2. MAINTENANCE AND INSPECTION OF BYLAWS........................... 22
Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.......... 22
Section 4. INSPECTION BY DIRECTORS........................................ 23
Section 5. ANNUAL REPORT TO SHAREHOLDERS.................................. 23
Section 6. FINANCIAL STATEMENTS........................................... 23
Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION........................ 24

ARTICLE VIII. GENERAL CORPORATE MATTERS......................................... 24
Section 1. FISCAL YEAR.................................................... 24

(ii)

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Section 2. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.......... 24
Section 3. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS...................... 25
Section 4. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.............. 25
Section 5. CERTIFICATES FOR SHARES........................................ 25
Section 6. LEGEND CONDITION............................................... 26
Section 7. LOST CERTIFICATES.............................................. 26
Section 8. REPRESENTATION OF SHARES OF OTHER CORPORATION.................. 27
Section 9. CONSTRUCTION AND DEFINITIONS................................... 27

ARTICLE IX. AMENDMENTS........................................................ 28
Section 1. AMENDMENT BY SHAREHOLDERS...................................... 28
Section 2. AMENDMENT BY DIRECTORS......................................... 28

(iii)

BYLAWS

HELIX PHYSICIANS MEDICAL GROUP, INC.

ARTICLE I.
OFFICES

Section 1. PRINCIPAL OFFICE. The board of directors shall fix the location
of the principal office for the transaction of the business of the corporation
("principal executive office"). The board of directors may change the principal
office from one location to another.

Section 2. OTHER OFFICES. The board of directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

ARTICLE II.
SHARES AND SHAREHOLDERS

Section 1. QUALIFICATIONS OF SHAREHOLDERS. The corporation may not
issue shares, nor may any shareholder transfer any of its capital stock, to
anyone other than the corporation or an individual who is duly licensed or
otherwise legally authorized to render the specific professional services for
which the corporation was organized, or to a medical corporation with a single
shareholder who is a licensed physician and surgeon. Licensed persons [other
than licensed physicians and surgeons] as defined in section 13401.5(a) of the
California Corporations Code shall at no time own more than 49 percent of the
total number of shares of the corporation and shall at no time be greater in
number than the persons licensed to practice medicine.

Section 2. REQUIRED TRANSFER OF SHARES. Shares owned by a person who
dies or becomes a disqualified shareholder shall be sold and transferred to the
corporation or its shareholders on the terms agreed on by the corporation and
its shareholders in a written agreement. The sale or transfer shall occur not
later than six months following the death of any shareholder, or within 90 days
after the shareholder becomes a disqualified person.

Section 3. PLACE OF MEETINGS. Meetings of shareholders shall be held
at any place within or outside the State of California designated by the board
of directors. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.

Section 4. ANNUAL MEETING. The annual meeting of shareholders shall be
held on the date and at the time designated by the board of directors. However,
if this day falls on a legal holiday, then the meeting shall be held at the same
time and place on the next

succeeding full business day. At this meeting, directors shall be elected, and
any other proper business may be transacted.

Section 5. SPECIAL MEETING. A special meeting of the shareholders may
be called at any time by the board of directors, or by the chairman of the
board, or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 6 and 7 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than 35 nor more than 60 days after the receipt of
the request. If the notice is not given within 20 days after receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 5 shall be construed as
limiting, fixing or affecting the time when a meeting of shareholders called by
action of the board of directors may be held.

Section 6. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 7 of
this Article II not less than 10 nor more than 60 days before the date of the
meeting. The notice shall specify the place, date and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (ii) in the case of
the annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
the nominee or nominees whom, at the time of the notice, management intends to
present for election.

If action is proposed to be taken at any meeting for approval of any
of the following, pursuant to the California General Corporation Law, the notice
shall also state the general nature of that proposal: (i) a contract or
transaction in which a director has a direct or indirect financial interest;
(ii) an amendment of the articles of incorporation; (iii) a reorganization of
the corporation; (iv) a voluntary dissolution of the corporation; and (v) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares.

Section 7. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-

class mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.

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

An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting may be executed by the secretary, assistant secretary, or
any transfer agent of the corporation giving the notice, and, if so executed,
shall be filed and maintained in the minute books of the corporation.

Section 8. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on any matter shall
be the act of the shareholders.

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

Section 9. ADJOURNED MEETING; NOTICE. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at the
meeting, either in person or by proxy, but in the absence of a quorum no other
business may be transacted at that meeting, except as provided in Section 8 of
this Article II.

When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the board of directors shall set a new
record date. Notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 6 and 7 of this Article II. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.

Section 10. VOTING. The shareholders entitled to vote at any meeting
of shareholders shall be determined in accordance with the provisions of Section
13 of this Article II, subject to the provisions of the California General
Corporation Law relating to voting shares held by a fiduciary, in the name of a
corporation, or a joint ownership. Only Holders of Series A shares, voting
together as a series, shall be entitled to vote for election of Series A
Directors of the corporation and only Holders of Series B shares shall be
entitled to vote for election of Series B Directors.

A shareholder who is not a licensed person or otherwise an eligible
shareholder, or who is a disqualified person shall not have voting rights.
Shares owned by such shareholders may not be counted for voting or quorum
purposes.

Voting may be by voice or ballot, provided that any election of
directors must be by ballot if demanded by any shareholder before the voting
begins. Each shareholder entitled to vote at any election of directors shall
have the right to cumulate his 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 his shares are entitled, or to distribute his votes on the same
principle among as many candidates as he desires. No shareholder shall be
entitled to cumulate votes unless the candidate or candidates' names have been
placed in nomination prior to the voting and the shareholder has given notice at
the meeting prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The
candidates, up to the number of directors to be elected, receiving the highest
number of votes shall be elected.

In voting on all other matters submitted to a vote of the
shareholders, each share shall be entitled to one vote, unless provided
otherwise in the articles of incorporation. Any holder of shares entitled to
vote on any matter may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal but
if the shareholder fails to specify the number of shares such shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote.

Section 11. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if each person entitled to vote who was not present
in person or by proxy either before or after the meeting signs a written waiver
of notice or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
the matters specified in the second paragraph of Section 6 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

Section 12. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a 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 the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of election
of directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors that has not been filled by the directors, other than a
vacancy created by removal, by the written consent of the holders of a majority
of the outstanding shares entitled to vote for the election of directors. All
such consents shall be filed with the secretary of the corporation and shall be
maintained in the corporate records. Any shareholder giving a written consent,
or the shareholder's proxy holder, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 7 of this Article
II. In the case of approval of any of the following, pursuant to the California
General Corporation Law, the notice shall be given at least 10 days before the
consummation of any action authorized by that approval: (i) contracts or
transactions in which a director has a direct or indirect financial interest;
(ii) indemnification of agents of the corporation; (iii) a reorganization of the
corporation; or (iv) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares.

Section 13. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than 60 days nor less than 10 days before the date of any such
meeting nor more than 60 days before any such action without a meeting, and in
this event only shareholders of record on the date so fixed are entitled to
notice and to vote or to give consents, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided in the articles of incorporation, or by agreement,
or in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

(b) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, (i) shall be the day
on which the first written consent is given when no prior action by the board
has been taken, or (ii) shall be at the close of business on the day on which
the board adopts the resolution relating to that action, or the 60th day before
the date of such other action, whichever is later, when prior action of the
board has been taken.

Section 14. PROXIES. Every person entitled to vote for directors or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation, provided that such authorized agent is a
shareholder of this corporation and a licensed person. A proxy shall be deemed
signed if the shareholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission, or otherwise) by the
shareholder or the shareholder's attorney in fact. A validly executed proxy
which does not state that it is irrevocable shall continue in full force and
effect unless (i) revoked by the person executing it, before the vote pursuant
to that proxy, by a writing delivered to the corporation stating that the proxy
is revoked, or by a subsequent proxy executed by, or attendance at the meeting
and voting in person by, the person executing the proxy, or (ii) written notice
of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of 11 months from the
date of the proxy, unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of the California General Corporation Law.

Every form of proxy or written consent, which provides an opportunity
to specify approval or disapproval with respect to any proposal, may also
contain an appropriate space marked "abstain" whereby a shareholder may indicate
a desire to abstain from voting his or her shares on the proposal. A proxy
marked "abstain" by the shareholder with respect to a particular proposal shall
not be voted either for or against such proposal. In any election of directors,
any form of proxy in which the directors to be voted upon are named therein as
candidates and which is marked by a shareholder "withhold" or otherwise marked
in a manner indicating that the authority to vote for the election of directors
is withheld shall not be voted for the election of a director. Failure to comply
with this paragraph shall not invalidate any corporate action taken, but may be
the basis for challenging any proxy at a meeting.

Section 15. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so

appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If there are three (3) inspectors of election the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. If any person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may, and upon the request
of any shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.

ARTICLE III.
DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of

incorporation, and with these bylaws; fix their compensation; and require from
them security for faithful service.

(b) Change the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any shareholders' meeting, or meetings, including annual
meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on
any lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities canceled, or tangible or intangible property
actually received; provided, the board of directors shall state by resolution
its determination of the fair value to the corporation in monetary terms of any
consideration other than money for which shares are issued.

(e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.

(f) Provide and maintain security by insurance or otherwise, for
claims against the corporation or its employees for errors and omissions arising
out of the corporation's professional practice.

(g) Negotiate and enter into contracts, agreements or other
instruments on behalf of the corporation or to delegate the authority therefor
to the appropriate officers.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors shall be three (3) until changed by a duly adopted amendment
to the articles of incorporation and an amendment to this bylaw made pursuant to
the provisions of Article IX, Section 1 of these bylaws, subject to the
provisions of the California General Corporation Law. Two of the directors shall
be elected by the affirmative vote of the Series A shareholders and shall be
referred to as Series A Directors. One director shall be elected by the
affirmative vote of the Series B shareholders and shall be referred to as a
Series B Director.

Directors need not be residents of the State of California nor
shareholders of the corporation if the number of shareholders is three (3) or
more. If the number of shareholders is one (1), the corporation need have only
one (1) director who shall be such shareholder. If the number of shareholders is
two (2), the corporation need have only two (2) directors who shall be such
shareholders.

All directors shall hold a current valid license to practice medicine
or to practice the allied professions of podiatry; nursing; optometry;
psychology; marriage, family and child counseling; social work or physician's
assisting in California. If any director shall become a disqualified person,
that director shall immediately cease to be a director without the necessity of
corporate action and an election to fill the vacancy thus created shall be held
in accordance with Section 4 of this Article IV.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall
be elected at each annual meeting of the shareholders to hold office until the
next annual meeting; however, if any annual meeting is not held or the directors
are not elected at any annual meeting, they may be elected at any special
shareholders' meeting held for that purpose. Each director, including a director
elected to fill a vacancy or elected at a special shareholders' meeting, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. A person holding the office of Series
B Director shall not be eligible for re-election until two years after the end
of that director's last term.

Section 4. VACANCIES. A vacancy or vacancies in the board of directors
shall be deemed to exist in the event of death, resignation, or removal of any
director, or if the board of directors by resolution declares vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is increased, or
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary, or the board of directors,
unless the notice specifies a later time for that resignation to become
effective.

The shareholders of the Series for which the vacancy or vacancies in
the board exists may elect a director or directors at any time, to fill that
Series' vacancy or vacancies, at a duly noticed meeting or by written consent.
Any such election by written consent, other than to fill a vacancy created by
removal, shall require the consent of a majority of the outstanding shares of
that Series entitled to vote. An election by written consent to fill a vacancy
created by the removal of a director shall require the unanimous consent of the
outstanding shares of that Series entitled to vote.

No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
meetings of the board of directors may be held at any place within or outside
the State of California that has been designated from time to time by resolution
of the board. In the absence of such designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of the
board shall be held at any place within or outside the State of California that
has been designated in the notice of the meeting or, if not stated in the notice
or

there is no notice, at the principal executive office of the corporation.
Notwithstanding the above provisions of this Section 5, a regular or special
meeting of the board of directors may be held at any place consented to in
writing by all the board members, either before or after the meeting. If
consents are given, they shall be filed with the minutes of the meeting. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting
of shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board
of directors shall be held without call at such time as shall from time to time
be fixed by the board of directors and made a part of these bylaws by a notation
opposite this Section entered by the secretary or by amendment to this Section.
Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes may be called at any time by the chairman
of the board or the president or any vice president or the secretary or any two
directors.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least 48 hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.

Section 9. QUORUM. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. 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 shall be regarded as the act of the board of directors, subject to
the provisions of the California General Corporation Law (as to (i) approval of
contracts or transactions in which a director has a direct or indirect material
financial interest, (ii) appointment of committees, and (iii) indemnification of
directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of

directors, if any action taken is approved by at least a majority of the
required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be 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. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, before or at its commencement, the lack
of notice to that director.

Section 11. ADJOURNMENT. A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than 24 hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting to the directors who were not
present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the board of directors may be taken without a meeting, if all
members of the board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the board of directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursement of expenses, as may be fixed or determined by resolution of
the board of directors. This Section 14 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.

Notwithstanding the above, income of the corporation attributable to
its practice of medicine while a shareholder is a disqualified person shall not
in any manner accrue to the benefit of that shareholder or his or her shares.

ARTICLE IV.
COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. 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 any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, shall have all
the authority of the board, except with respect to:

(a) The approval of any action which, under the General Corporation
Law of California, also requires shareholders' approval or approval of the
outstanding shares;

(b) The filling of vacancies on the board of directors or in any
committee;

(d) The amendment or repeal of bylaws or the adoption of new bylaws;

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

(f) A distribution to the shareholders of the corporation, except at a
rate or in a periodic amount or within a price range determined by the board of
directors; or

(g) The appointment of any other committees of the board of directors
or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without
meeting), with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the board of directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee; special meetings of committees may also be called by resolution
of the board of directors; and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. Minutes shall be kept of each meeting of any
committee and shall be filed with the corporate records. The board of directors
may adopt rules for the governance of any committee not inconsistent with the
provisions of these bylaws.

ARTICLE V.
OFFICERS

Section 1. OFFICERS AND QUALIFICATIONS. The officers of the
corporation shall be a president, a secretary, and a chief financial officer.
The corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other

officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person, provided
that if the corporation has only one shareholder, such shareholder shall serve
as president and chief financial officer of the corporation. The remaining
officers in such situation need not be licensed persons. If the corporation has
two shareholders, the two shareholders between them shall fill the offices of
president, vice president, secretary and chief financial officer. So long as the
corporation has two or more shareholders, each officer shall be a licensed
person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen by the board of directors, and each
shall serve at the pleasure of the board, subject to the rights, if any, of an
officer under any contract of employment.

Section 3. ADDITIONAL OFFICERS. The board of directors may appoint,
and may authorize the chairman of the board or the president or another officer
to appoint, any other officers that the business of the corporation may require,
each of whom shall have the title, hold office for the period, have the
authority, and perform the duties specified in the bylaws or determined from
time to time by the board of directors.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the board of directors, at any regular
or special meeting of the board, or, except in case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors. Notwithstanding the preceding sentence, any
officer who becomes a disqualified person shall cease to be an officer
immediately on the effective date of disqualification, and his or her office
shall become vacant without the necessity of corporate action.

Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification (including becoming a
"disqualified person") or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such
an officer be elected, shall, if present, preside at 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. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall, subject to the control of the board of
directors, have general supervision, direction, and control of the business and
the officers of the corporation. He shall preside at all meetings of the
shareholders and, in the absence of the chairman of the board, or if there be
none, at all meetings of the board of directors. He shall have the general
powers and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed by
the board of directors or the bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a 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, and the president, or the chairman of the
board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at
the principal executive office or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors and shareholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required by the bylaws or by
law to be given, and he shall keep the seal of the corporation if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or the bylaws.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the

board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as chief
financial officer and of the financial condition of the corporation, and shall
have other powers and perform such other duties as may be prescribed by the
board of directors or the bylaws.

If required by the board of directors the chief financial officer
shall give the corporation a bond in the amount and with the surety or sureties
specified by the board for faithful performance of the duties of his office and
for restoration to the corporation of all its books, papers, vouchers, money,
and other property of every kind in his possession or under his control on his
death, resignation, retirement or removal from office.

Section 11. REIMBURSEMENT OF DISALLOWED PAYMENTS. Any payments made to
an officer, director, or employee of the corporation, including without
limitation salary payments, commissions, bonuses, interest payments, or
reimbursements for business or entertainment expenses incurred by him, that
shall be disallowed for federal or state income tax purposes in whole or in part
as a deductible expense of the corporation, shall be reimbursed to the
corporation by such officer, director, or employee to the full extent of the
disallowance within ninety (90) days after the corporation has been notified of
the disallowed amount. It shall be the duty of the board of directors to enforce
payment of each amount disallowed. In lieu of payment by the officer, director,
or employee, the board of directors of the corporation may withhold up to fifty
percent (50%) of any future salary payments or other payments due such officer,
director, or employee until the amount owed the corporation has been recovered.

ARTICLE VI.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this
Article, "agent" means any person who is or was a director, officer, employee,
or other agent of this corporation, or is or was serving at the request of this
corporation as a director, officer, employee or agent of another foreign or
domestic corporation, 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 this corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means 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 to indemnification
under Section 5 or 6(d) of this Article.

Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation may
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 this corporation)
by reason of the fact that such person is or was an agent of this corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such

proceeding if that person acted in good faith and in a manner that person
reasonably believed to be in the best interests of this corporation and its
shareholders and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of that 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 this corporation or its shareholders or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

Section 3. ACTIONS BY THE CORPORATION. This corporation may 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 this corporation
to procure a judgment in its favor by reason of the fact that person is or was
an agent of this corporation, against expenses actually and reasonably incurred
by that person in connection with the defense or settlement of that action if
that person acted in good faith, in a manner that person believed to be in the
best interests of this corporation and its shareholders. No indemnification
shall be made under this Section 3:

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

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

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

Section 4. FURTHER INDEMNIFICATION BY AGREEMENT. Notwithstanding the
foregoing provisions of this Article, the corporation may provide for further
indemnification of an agent of the corporation against liability for breach of
duty to the corporation and its shareholders by:

(a) agreement with such agent;

(b) vote of the shareholders other than the proposed indemnitee, or

Notwithstanding anything in this Section 4 to the contrary, no
indemnification of such agent may be made (i) for any acts, omissions or
transactions from which a director may not be relieved of liability as set forth
in the exceptions to paragraph (a) (10) of Section 204 of the

California Corporations Code, or (ii) as to circumstances in which indemnity is
expressly prohibited by Section 317 of the California Corporations Code.

Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this corporation has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article, 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.

Section 6. REQUIRED APPROVAL. Except as provided in Sections 4 and 5
of this Article, any indemnification under this Article shall be made by this
corporation only if authorized in the specific case on 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 Sections 2 or 3 of this
Article, by:

(a) a majority vote of a quorum consisting of directors who are not
parties to the proceeding;

(b) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion;

(c) approval by the affirmative vote of a majority of the shares of
this corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote. For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to vote
thereon; or

(d) the court in which the proceeding is or was pending, on
application made by this 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 this
corporation.

Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this corporation before the final disposition of
the proceeding on receipt of an undertaking by or on behalf of the agent to
repay the amount of the advance if it shall be determined ultimately that the
agent is not entitled to be indemnified as authorized in this Article.

Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than directors
and officers of this corporation or any subsidiary hereof may be entitled by
contract or otherwise.

Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 4, 5, or 6(d), in any
circumstance where it appears:

(a) that it would be inconsistent with a provision of the articles, 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

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

Section 10. INSURANCE. The board of directors may adopt a resolution
authorizing the corporation 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 this corporation would have the power to indemnify the agent against that
liability under the provisions of this Article. If any portion of the shares of
the company issuing such policies of insurance is owned by this corporation, the
corporation will comply with the requirements of Section 317 (i) of the
California Corporations Code.

Section 11. CONTINUATION OF RIGHTS. The rights to indemnity under this
Article shall continue as to a person who has ceased to be a director, officer
or agent of the corporation and shall inure to the benefit of the heirs,
executors and administrators of that person.

Section 12. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This
Article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in that person's
capacity as such, even though that person may also be an agent of the
corporation as defined in Section 1 of this Article. Nothing contained in this
Article shall limit any right to indemnification to which such a trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise,
which shall be enforceable to the extent permitted by applicable law.

ARTICLE VII.
RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its shareholders, giving the
names and

The corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual, or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period.

The income statements, statements of changes in financial position,
and balance sheet referred to in this section shall be accompanied by the
report, if any, of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the financial
statements were prepared without audit from the books and records of the
corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. As and when
required by the California General Corporation Law, the corporation shall file
with the Secretary of State of the State of California, on the prescribed form,
a statement setting forth the authorized number of directors, the names and
complete business or residence addresses of all incumbent directors, the names
and complete business or residence addresses of the chief executive officer,
secretary and chief financial officer, the street address of its principal
executive office or principal business office in this state, and the general
type of business constituting the principal business activity of the
corporation, together with a designation of the agent of the corporation for the
purpose of service of process.

ARTICLE VIII.
GENERAL CORPORATE MATTERS

Section 1. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

Section 2. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (subject to the
provisions of Article II, Section 11 of these bylaws), the board of directors
may fix, in advance, a record date, which shall not be more than 60 days before
any such action, and in that case only shareholders of record on the date so
fixed are entitled to receive the dividend, distribution, or allotment of rights
or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the California General Corporation Law, or by
agreement, or in the articles of incorporation.

If the board of directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
60th day before the date of that action, whichever is later.

Section 3. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. 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.

Section 4. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The
board of directors, except as otherwise provided in these bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and this
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power of
an officer, 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.

Section 5. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid. In addition to the issuance
of fully paid share certificates, the board of directors may authorize the
issuance of certificates for shares as partly paid provided that these
certificates shall state the amount of the consideration to be paid for them and
the amount paid. All certificates shall be signed in the name of the corporation
by the chairman of the board or vice chairman of the board or the president or
vice president and by the chief financial officer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
on a certificate shall have ceased to be that officer, transfer agent, or
registrar before that certificate is issued, it may be issued by the corporation
with the same effect as if that person were an officer, transfer agent, or
registrar at the date of issue.

If the shares of the corporation are classified or if any class of
shares has two or more series, there shall appear on the certificate one of the
following: (a) a statement of the rights, preferences, privileges and
restrictions granted to or imposed upon each class or series of shares
authorized to be issued and upon the holders thereof; (b) a summary of such
rights, preferences, privileges and restrictions with reference to the
provisions of the articles of incorporation and any Certificate of Determination
establishing the same; (c) a statement setting forth the office or agency of the
corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in (a) above.

There shall also appear on the certificate the statements required by
all of the following clauses to the extent applicable: (1) the fact that the
shares are subject to restrictions upon transfer; (2) if the shares are
assessable or are not fully paid, a statement that they are assessable or, on
partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon; (3) the fact that the shares are subject to a close
corporation voting agreement or an irrevocable proxy or restrictions upon voting
rights contractually imposed by the

corporation; (4) the fact that the shares are redeemable; and (5) the fact the
shares are convertible and the period for conversion, following the form of the
legend set forth in the California General Corporation Law.

When the articles of incorporation are amended in any way affecting
the statements contained in the certificates for outstanding shares, or it
becomes desirable for any reason, in the discretion of the board of directors,
to cancel any outstanding certificate for shares and issue a new certificate
therefor conforming to the rights of the holder, the board of directors may
order any holders of outstanding certificates for shares to surrender and
exchange them for new certificates within a reasonable time to be fixed by the
board of directors.

Section 6. LEGEND CONDITION. The share certificates of this
corporation shall bear a legend setting forth the restrictions on the share
ownership and transfer required by law, including the Professional Corporations
Regulations adopted from time to time by the Medical Board of California.

Section 7. LOST CERTIFICATES. Except as provided in this Section 7, no
new certificates for shares shall be issued to replace an old certificate unless
the latter is surrendered to the corporation and canceled at the same time. The
board of directors may, in case any share certificate or certificate for any
other security is lost, stolen, or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.

Section 8. REPRESENTATION OF SHARES OF OTHER CORPORATION. All stock of
other corporations owned or held by the corporation for itself, or for other
parties in any capacity, shall be voted, and all proxies with respect thereto
shall be executed by the person authorized so to do by resolution of the board
of directors or in absence of such authorization, by the chairman of the board
or by the president or by any vice president.

Section 9. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws, except when such provisions are in conflict with the Moscone-Knox
Professional Corporation Act. Without limiting the generality of the above, the
masculine gender includes the feminine and neuter, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.

"Licensed person" shall mean any natural person who is duly licensed
under the provisions of the Business and Professions Code to render the same
professional services as are or will be rendered by this corporation.

"Disqualified person" shall mean a licensed person who for any reason
becomes legally disqualified (temporarily or permanently) to render the
professional services which this corporation is or was rendering.

"Approved by (or approval of) outstanding shares" shall mean approved
by the affirmative vote of a majority of the out-standing shares entitled to
vote. Such approval shall include the affirmative vote of a majority of the
outstanding shares of each class or series entitled, by any provision of the
articles or the California General Corporation Law, to vote as a class or series
on the subject matter being voted upon and shall also include the affirmative
vote of such greater proportion (including all) of the outstanding shares of any
class or series if such greater proportion is required by the articles or the
California General Corporation Law.

"Approved by (or approval of) the shareholders" shall mean approved or
ratified by the affirmative vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present (which shares
voted affirmatively also constitute at least a majority of the required quorum)
or by the written consent of shareholders or by the affirmative vote or written
consent of such greater proportion (including all) of the shares of any class or
series as may be provided in the articles or the California General Corporation
Law for all or any specified shareholder action.

ARTICLE IX.
AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or
these bylaws may be amended or repealed by approval of the outstanding shares,
or their proxies, or by the written assent of these persons; provided, however,
that if the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment of the articles of incorporation; and provided
further, that a bylaw or amendment of the articles reducing the number or the
minimum number of directors to a number less than five (5) cannot be adopted if
the votes cast against its adoption at a meeting or the shares not consenting in
the case of action by written consent are equal to more than 16 2/3% of the
outstanding shares entitled to vote.

Section 2. AMENDMENT BY DIRECTORS. Subject to the right of
shareholders under Section 1 of this Article IX, bylaws other than a bylaw
fixing or changing the authorized number of directors may be adopted, amended,
or repealed by the board of directors. However, if the articles of incorporation
or bylaws adopted by the shareholders provide for an indefinite number of
directors within specified limits, the directors may adopt or amend a bylaw
fixing the exact number of directors within those limits.

CERTIFICATE OF SECRETARY
OF
HELIX PHYSICIANS MEDICAL GROUP, INC.

The undersigned hereby certifies that:

1. I am the duly elected, qualified and acting secretary of the
above-named California corporation.

2. The foregoing bylaws are the duly adopted bylaws of the
corporation.

3. Pursuant to the action of the Board of Directors at its
organizational meeting on March 31, 1994, the annual meeting of the shareholders
shall be at 7:00 p.m. on the second Wednesday in March, and the corporation's
principal executive office shall be at 8300 Niessen Way, Fair Oaks, California.

DATED: March 31, 1994.

/s/ Daniel Rosen
-----------------------------------
Daniel Rosen, M.D., Secretary