BYLAWS



                                       OF



                             LIFELINK NATIONAL, INC.

                             A DELAWARE CORPORATION







                                    ARTICLE 1



                                NAME AND OFFICES



        1.1. Name. The name of this corporation shall be Lifelink National, Inc.

("Corporation").



        1.2. Principal Office. The principal place of business of Corporation

shall be located at 23046 Avenida De La Carlotta, Suite 700, Laguna Hills,

California 92653. Corporation may designate such other offices, both within and

outside of the State of Texas, as the board of directors of Corporation may deem

necessary, advisable, or appropriate.



        1.3. Registered Agent. The name and address of Corporation's initial

agent for service of process are the Corporation Trust Company, Corporation

Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.





                                    ARTICLE 2



                       SHAREHOLDERS AND SHAREHOLDER VOTING



        2.1. Annual Meeting of Shareholders.



             2.1.1. Time, Place, and Purposes. The annual meeting of

shareholders shall be held at 9:00 a.m. on the third Tuesday of every November.

If such day falls on a legal holiday, then the annual meeting shall be held on

the next business day. The annual shareholders' meeting shall be held at

Corporation's principal office unless a different place is designated in the

notice of meeting. The purposes of the annual shareholders' meeting shall

include the election of directors to Corporation's board of directors,

consideration of the annual report reflecting Corporation's financial condition

at the close of the last fiscal year, and the transaction of such other business

as may be brought before the meeting. The directors elected at any annual

meeting shall serve until the election and qualification of their successors.



             2.1.2. Notice of Annual Meeting. The secretary of Corporation shall

cause a written or printed notice of the annual shareholders' meeting to be

delivered to each shareholder at least ten (10), but no more than sixty (60),

calendar days prior to the date of the annual meeting. Such notice shall state

those matters which the board of









                                       1

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directors, at the time of the mailing of notice, intends to present for action

by the shareholders. Such notice shall be deemed duly given when deposited in

the United States mail, postage prepaid, addressed to each shareholder at his,

her, or its address reflected in the share transfer records of Corporation.



             2.1.3. Waiver of Notice. Notice of any annual or special

shareholders' meeting may be waived by a shareholder's written consent, whether

executed before or subsequent to such meeting. The attendance of any shareholder

or his, her, or its representation by proxy, at any meeting of shareholders

shall be deemed a waiver of the prescribed notice.



             2.1.4. Transaction of Business at Special Meetings. In the event

that the annual shareholders' meeting is not held as provided, the election of

directors and any other business which might have been transacted at such annual

meeting may be transacted at any special meeting of shareholders called for such

purpose.



        2.2. Special Meetings. Unless otherwise prescribed by statute,

Corporation's certificate of incorporation, or these bylaws, special meetings of

Corporation's shareholders may be called for any purpose by Corporation's

president, board of directors, chairman of the board, or the holders of not less

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