BY-LAWS
                                       OF
                              Vital Products, Inc.
                                    (Delaware)


ARTICLE I - OFFICES

The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.

ARTICLE II - MEETING OF STOCKHOLDERS

Section 1 - Annual Meetings:

The annual meeting of stockholders for the election of directors and for the
transaction of such other business as may properly be brought before the
meeting shall be held on a date to be fixed by the Board of Directors or the
President (which date shall not be a legal holiday in the place where the
meeting is to be held) at the time and place to be fixed by the Board of
Directors or the President and stated in the notice of the meeting. If no
annual meeting is held in accordance with the foregoing provisions, the Board
of Directors shall cause the meeting to be held as soon thereafter as
convenient.  If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and
any action taken at that special meeting shall have the same effect as if it
had been taken at the annual meeting, and in such case all references in
these By-Laws to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

Section 2 - Special Meetings:

Special meetings of stockholders may be called at any time by the President
or by the Board of Directors. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

Section 3 - Place of Meetings:

All meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices
or waivers of notice of such meetings.

Section 4 - Notice of Meetings:

Except as otherwise provided by law, written notice of each meeting of
stockholders, whether annual or special, shall be given not less than 10
nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notices of all meetings shall state the
place, date and hour of the meeting. The notice of a special meeting shall
state, in addition, the purpose or purposes for which the meeting is called.
If mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.


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The officer who has charge of the stock ledger of the corporation shall
prepare, at least 10 days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting, at a place within the city where the meeting is to
be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time of the meeting, and may be inspected by
any stockholder who is present.

Section 5 - Quorum:

Except as otherwise provided herein, or by statute, or in the Certificate
of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"),
at all meetings of stockholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of stockholders holding
of record a majority of the total number of shares of the Corporation then
issued and outstanding and entitled to vote, shall be necessary and
sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any stockholder after the commencement of a meeting shall
have no effect on the existence of a quorum, after a quorum has been
established at such meeting.

Section 6 - Voting:

(a) When a quorum is present at any meeting, the holders of a majority of
the stock present or represented and voting on a matter (or if there are
two or more classes of stock entitled to vote as separate classes, then in
the case of each such class, the holders of a majority of the stock of that
class present or represented and voting on a matter) shall decide any matter
to be voted upon by the stockholders at such meeting, except when a different
vote is required by express provision of law, the Certificate of Incorporation
or these By-Laws. Any election by stockholders shall be determined by a
plurality of the votes cast by the stockholders entitled to vote at the
election.

(b) Except as otherwise provided herein, or by the statute or
    by the Certificate of Incorporation or by any Certificate
    of Designations, at each meeting of stockholders, each holder
    of record of stock of the Corporation entitled to vote thereat,
    shall be entitled to one vote for each share of stock registered
    in his name on the books of the Corporation.

(c) Each stockholder entitled to vote or to express consent or
    dissent without a meeting, may do so by proxy; provided,
    however, that the instrument authorizing such proxy to act shall
    have been executed in writing by the stockholder himself, or by
    his attorney-in-fact thereunto duly authorized in writing. No
    proxy shall be valid after the expiration of eleven months from
    the date of its execution, unless the person executing it shall
    have specified therein the length of time it is to continue in
    force. Such instrument shall be exhibited to the Secretary at
    the meeting and shall be filed with the records of the
    Corporation.

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Section 7 - Action Without Meeting:

Except as otherwise provided by the Certificate of Incorporation, whenever
the vote of stockholders at a meeting thereof is required or permitted to
be taken in connection with any corporate action by any provisions of the
Delaware General Corporation Law (the "Corporation Law") or the Certificate
of Incorporation or of these By-Laws, the meeting and vote of shareholders
may be dispensed with, if the majority of the stockholders who would have
been entitled to vote upon the action if such meeting were held, shall
consent in writing to such corporate action being taken.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented
in writing.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be as determined
    by resolution of the Board of Directors.

(b) Except as may otherwise be provided herein, in the Certificate
    of Incorporation or in the Corporation Law, the members of the
    Board of Directors of the Corporation need not be stockholders.  Except
    as otherwise provided in the Certificate of Incorporation or in the
    Corporation Law, the directors shall be elected at the annual meeting
    of stockholders by such stockholders as have the right to vote on such
    election.

(c) Each director shall hold office until the annual meeting of the
    stockholders next succeeding his election, and until his successor
    is elected and qualified, or until his prior death, resignation or
    removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation,
and may exercise all powers of the Corporation, except as are in the
Certificate of Incorporation or by statute expressly conferred upon
or reserved to the stockholders.

Section 3 - Regular Meetings:

Regular meetings of the Board of Directors may be held without notice at
such time and place, either within or without the State of Delaware, as
shall be determined from time to time by the Board of Directors; provided
that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the Board of
Directors may be held without notice immediately after and at the same
place as the annual meeting of stockholders.

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Section 4 - Special Meetings:

(a) Special meetings of the Board of Directors shall be held whenever
    called by the President or by a majority of the directors, at such
    time and place as may be specified in respective notices or
    waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meeting
    shall be mailed directly to each director, addressed to him at his
    residence or usual place of business, at least two (2) days before
    the day on which the meeting is to be held, or shall be sent to him
    at such place by telegram, radio, telecopier, facsimile transmission
    or cable, or shall be delivered to him personally or  given to him
    orally, not later than the day before the day on which the meeting
    is to be held.  A notice, or waiver of notice, except as required
    by Section 8 of this Article III, need not specify the purpose of
    the meeting.

(c) Notice of any special meeting shall not be required to be given to
    any director who shall attend such meeting without protesting prior
    thereto or at its commencement, the lack of notice to him, or who
    submits a signed waiver of notice, whether before or after the
    meeting. Notice of any adjourned meeting shall not be required
    to be given.

Section 5 - Telecommunication Meetings Permitted:

Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of such Board or committee by means
of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this By-Law shall
constitute presence in person at such meeting.

Section 6 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board,
if any and if present, shall preside. If there shall be no Chairman,
or he shall be absent, then the President shall preside, and in his
absence, a Chairman chosen by the directors shall preside.

Section 7 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a
    majority of the entire Board shall be necessary and sufficient
    to constitute a quorum for the transaction of business, except as
    otherwise provided by law, by the Certificate of Incorporation,
    or by these By-Laws.

(b) A majority of the directors present at the time and place of any
    regular or special meeting, although less than a quorum, may
    adjourn the same from time to time without notice, until a
    quorum shall be present.

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Section 8 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present
    shall have one vote, irrespective of the number of shares of
    stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Certificate of
    Incorporation, or by these By-Laws, the action of a majority
    of the directors present at any meeting at which a quorum is
    present shall be the act of the Board of Directors. Any action
    authorized, in writing, by all of the directors entitled to vote
    thereon and filed with the minutes of the Corporation shall be
    the act of the Board of Directors with the same force and effect
    as if the same had been  passed by unanimous vote at a duly
    called meeting of the Board.

Section 9 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death,
resignation, disqualification, removal (unless a vacancy created
by the removal of a director by the stockholders shall be filled
by the stockholders at the meeting at which the removal was
effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a
majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board
of Directors called for that purpose.

Section 10 - Resignation:

Any director may resign at any time by giving written notice
to the Board of Directors, the President or the Secretary of
the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof
by the Board of Directors or such officer, and the acceptance
of such resignation shall not be necessary to make it effective.

Section 11 - Removal:

Any director may be removed with or without cause at any
time by the affirmative vote of stockholders holding of record
in the aggregate at least a majority of the outstanding shares
of the Corporation at a special meeting of the stockholders
called for that purpose, and may be removed for cause by action
of the Board.

Section 12 - Salary:

No stated salary shall be paid to directors, as such, for
their services, but by resolution of the Board of Directors
a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of
the Board; provided, however, that nothing herein contained
shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefore.

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Section 13 - Contracts:

(a) No contract or other transaction between this Corporation
    and any other Corporation shall be impaired, affected or
    invalidated, nor shall any director be liable in any way
    by reason of the fact that any one or more of the directors
    of this Corporation is or are interested in, or is a director
    or officer, or are directors or officers of such other corporation,
    provided that such facts are disclosed or made known to the Board
    of Directors.

(b) Any director, personally and individually, may be a party to or
    may be interested in any contract or transaction of this
    Corporation, and no director shall be liable in any way by
    reason of such interest, provided that the fact of such
    interest be disclosed or made known to the Board of Directors,
    and provided that the Board of Directors shall authorize,
    approve or ratify such contract or transaction by the vote
    (not counting the vote of any such interested director)
    of a majority of a quorum, notwithstanding the presence of
    any such director at the meeting at which such action is
    taken. If there be no disinterested director, the
    stockholders of the Company may authorize, approve or ratify
    such contract or transaction by the vote of a majority of a
    quorum. Such director or directors may be counted in
    determining the presence of a quorum at such meeting. This
    Section shall not be construed to impair or invalidate or
    in any way affect any contract or other transaction which
    would otherwise be valid under the law (common, statutory
    or otherwise) applicable thereto.

Section 14 - Committees:

The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board
of Directors and subject to the provisions of the Corporation Law, shall
have and may exercise all the powers and authority of the Board of Directors
in the management of the business and affairs of the corporation and may
authorize the seal of the corporation to be affixed to all papers which
may require it. Each such committee shall keep minutes and make such
reports as the Board of Directors may from time to time request. Except
as the Board of Directors may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly
as possible in the same manner as is provided in these By-Laws for the
Board of Directors.


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ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President,
    a Secretary, a Treasurer, and such officers, including a
    Chairman of the Board of Directors, and one or more Vice
    Presidents, as the Board of Directors may from time to time
    deem advisable. Any officer may be, but is not required to be,
    a director of the Corporation. Any two or more offices may be
    held by the same person.

(b) The officers of the Corporation shall be elected by the Board
    of Directors at the regular annual meeting of the Board
    following the annual meeting of stockholders.

(c) Each officer shall hold office until the annual meeting of
    the Board of Directors next succeeding his election, and
    until his successor shall have been elected and qualified,
    or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of
such resignation to the Board of Directors, or to the President
or the Secretary of the Corporation. Unless otherwise specified
in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or by such officer,
and the acceptance of such resignation shall not be necessary
to make it effective.

Section 3 - Removal:

Any officer may be removed, either with or without cause, and
a successor elected by a majority vote of the Board of Directors
at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation,
inability to act, disqualification, or any other cause, may at
any time be filled for the unexpired portion of the term by a
majority vote of the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the
Board of Directors, each have such powers and duties as generally
pertain to their respective offices as well as such powers and
duties as may be set forth in these By-Laws, or may from time
to time be specifically conferred or imposed by the Board of
Directors. The President shall be the chief executive officer
of the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer,
employee or agent of the Corporation shall execute to the
Corporation a bond in such sum, and with such surety or sureties
as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all
property, funds or securities of the Corporation which may
come into his hands.

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Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other
Corporation, any rights or power of the Corporation as such
stockholder (including the attendance, acting and voting at
stockholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President, or such
other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such
    form as shall be adopted by the Board of Directors, and shall be numbered
    and registered in the order issued. They shall bear the holder's name and
    the number of shares, and shall be signed by (i) the Chairman of the Board
    or the President or a Vice President, and (ii) the Secretary or Treasurer,
    or any Assistant Secretary or Assistant Treasurer, and shall bear the
    corporate seal.

(b) No certificate representing shares shall be issued until the full amount of
    consideration therefore has been paid, except as otherwise permitted by
    law.

(c) To the extent permitted by law, the Board of Directors may authorize the
    issuance of certificates for fractions of a share which shall entitle the
    holder to exercise voting rights, receive dividends and participate in
    liquidating distributions, in proportion to the fractional holdings; or
    it may authorize the payment in cash of the fair value of fractions of a
    share as of the time when those entitled to receive such fractions are
    determined; or it may authorize the issuance, subject to such conditions
    as may be permitted by law, of scrip in registered or bearer form over the
    signature of an officer or agent of the Corporation, exchangeable as
    therein provided for full shares, but such scrip shall not entitle the
    holder to any rights of a stockholder, except as therein provided.

(d) Any of or all the signatures on a certificate may be facsimile.
    In case any officer, transfer agent or registrar who has signed or
    whose facsimile signature has been placed upon a certificate 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 he were such officer, transfer agent or registrar
    at the date of issue.

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Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation
shall immediately notify the Corporation of any loss or destruction of
the certificate representing the same.  The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed.  On production of such evidence
of loss or destruction as the Board of Directors in its discretion may
require, the Board of Directors may, in its discretion, require the owner
of the lost or destroyed certificate, or his legal representatives, to
give the Corporation a bond in such sum as the Board may direct, and
with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage
it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond
when, in the judgment of the Board of Directors, it is proper to do so.

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share
    records of the Corporation only by the holder of record thereof,
    in person or by his duly authorized attorney, upon surrender for
    cancellation of the certificate or certificates representing such
    shares, with an assignment or power of transfer endorsed thereon
    or delivered therewith, duly executed, with such proof of the
    authenticity of the signature and of authority to transfer and
    of payment of transfer taxes as the Corporation or its agents may
    require.

(b) The Corporation shall be entitled to treat the holder of record
    of any share or shares as the absolute owner thereof for all
    purposes and, accordingly, shall not be bound to recognize any
    legal, equitable or other claim to, or interest in, such share or
    shares on the part of any other person, whether or not it shall have
    express or other notice thereof, except as otherwise expressly
    provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty days, nor
less than ten days, as the record date for the determination of
stockholders entitled to receive notice of, or to vote at, any meeting
of stockholders, or to consent to any proposal without a meeting,
or for the purpose of determining stockholders entitled to receive
payment of any dividends, or allotment of any rights, or for the
purpose of any other action. If no record date is fixed, the record
date for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given,
or, if no notice is given, the day on which the meeting is held;
the record date for determining stockholders for any other  purpose
shall be at the close of business on the day on which the resolution
of the directors relating thereto is adopted. When a determination
of stockholders of record entitled to notice of or to vote at any
meeting of stockholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the
directors fix a new record date for the adjourned meeting.

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ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of
any funds available therefore, as often, in such amounts, and at
such time or times as the Board of Directors may determine.

ARTICLE VII - CHECKS

All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to time, subject to applicable law.

ARTICLE IX - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be
approved from time to time by the Board of Directors.

ARTICLE X - AMENDMENTS

Section 1 - By Stockholders:

All By-Laws of the Corporation shall be subject to alteration or
repeal, and new By-Laws may be made, by the affirmative vote of
stockholders holding of record in the aggregate at least a majority
of the outstanding shares entitled to vote in the election of directors
at any annual or special meeting of stockholders, provided that the
notice or waiver of notice of such meeting shall have summarized or
set forth in full therein, the proposed amendment.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, By-Laws of the Corporation; provided,
however, that the stockholders entitled to vote with respect thereto
as in this Article XI above-provided may alter, amend or repeal
By-Laws made by the Board of Directors, except that the Board of
Directors shall have no power to change the quorum for meetings of
stockholders or of the Board of Directors, or to change any
provisions of the By-Laws with respect to the removal of directors
or the filing of vacancies in the Board resulting from  the
removal by the stockholders. If any By-Law regulating an impending
election of directors is adopted, amended or repealed by the
Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of directors,
the  By-Law so adopted, amended or repealed, together with a
concise statement of the changes made.

ARTICLE XI - INDEMNITY

The Corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he, his testator or intestate is or was a
director, officer or employee or agent of the Corporation or any
predecessor of the Corporation or serves or served any other
enterprise as a director, officer or employee or agent at the
request of the Corporation or any predecessor of the Corporation.

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ARTICLE XII - CONFLICTS OF INTEREST

Any conflicts of interest that may arise between the Corporation
and the interests of its officers and directors will be resolved
in a fair manner which will protect the interest of the Corporation
pursuant to Delaware law. No contract or other transaction between
the Corporation and any of its directors or any other entity in
which one or more of the Corporation's directors are directors or
officers, or are financially or otherwise interested, will be
invalidated because of such relationship if (i) the fact of such
relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of the interested
director, (ii) the fact of such relationship or interest is
disclosed or known to the stockholders entitled to vote and the
stockholders authorize, approve or ratify the contract or
transaction; or (iii) the contract or transaction is fair
and reasonable to the Corporation.


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