SECOND AMENDED AND RESTATED

                                     BYLAWS


                                       OF


                 SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.



                               ARTICLE I - OFFICES


         Section 1. Registered  Office. The registered office of the Corporation
in the State of Delaware  shall be at 1013  Centre  Road,  Wilmington,  Delaware
19805-1297.


         The registered agent in charge thereof shall be CSC Networks.


         Section 2. Other Offices. The Corporation may also have offices at such
other  places as the Board of  Directors  may from time to time  appoint  or the
business of the Corporation may require.



                                ARTICLE II - SEAL


         Section 1. Seal. The corporate  seal shall have  inscribed  thereon the
name of the  Corporation,  the year of its organization and the words "Corporate
Seal, Delaware".

                      ARTICLE III - STOCKHOLDERS' MEETINGS

         Section 1. Place of Meetings. Meetings of stockholders shall be held at
the registered office of the Corporation in this state or at such place,  either
within or without this state,  as may be selected from time to time by the Board
of Directors.

         Section 2.  Annual  Meetings.  The annual  meeting of the  stockholders
shall be held on such date as is  determined  by the Board of Directors  for the
purpose of electing  directors and for the transaction of such other business as
may properly be brought before the meeting.

         Section 3.  Election Of  Directors.  Elections of the  directors of the
Corporation shall be by written ballot.

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         Section 4. Special  Meetings.  Special meetings of the stockholders may
be called at any time by the Board of Directors,  the Chairman of the Board, the
Chief Executive  Officer or the President of the  Corporation,  but such special
meetings  may not be called by any other  person or persons.  At any time,  upon
written request of any person or persons who have duly called a special meeting,
it shall be the duty of the Secretary to fix the date of the meeting, to be held
not more than sixty days after  receipt of the  request,  and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of the meeting
and give notice thereof, the person or persons calling the meeting may do so.


         Business  transacted at all special  meetings  shall be confined to the
objects stated in the call and matters germane thereto,  unless all stockholders
entitled to vote are present and consent.

         Written notice of a special  meeting of  stockholders  stating the time
and place and object  thereof,  shall be given to each  stockholder  entitled to
vote thereat at least ten days before such meeting,  unless a greater  period of
notice is required by statute in a particular case.

         Section  5.  Quorum.  A  majority  of  the  outstanding  shares  of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares  entitled  to vote is  represented  at a meeting,  a vote of
one-third of the shares so represented may adjourn the meeting from time to time
without  further  notice.  At such adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally noticed.  The stockholders  present at a
duly  organized  meeting may continue to transact  business  until  adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.

         Section 6. Proxies.  Each stockholder  entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

         A duly  executed  proxy  shall be  irrevocable  if it states that it is
irrevocable  and if,  and  only as  long  as,  it is  coupled  with an  interest
sufficient  in  law to  support  an  irrevocable  power.  A  proxy  may be  made
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest in the stock itself or an interest in the  Corporation  generally.  All
proxies  shall be filed with the  Secretary  of the meeting  before  being voted
upon.

         Section 7. Notice Of Meetings.  Whenever  stockholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.

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         Unless  otherwise  provided by law, written notice of any meeting shall
be given not less  than ten nor more  than  sixty  days  before  the date of the
meeting to each stockholder entitled to vote at such meeting.

         Section 8. Consent in Lieu of Meetings. Any action required to be taken
at any annual or special meeting of stockholders of a Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock 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.  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.

         Section  9. List of  Stockholders.  The  officer  who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten 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.  No share of stock  upon  which any  installment  is due and unpaid
shall be voted at any meeting.  The 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 ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place 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 thereof,  and may be inspected by any
stockholder who is present.

                             ARTICLE IV - DIRECTORS

         Section 1. Powers;  Number and Term of Office. The business and affairs
of this  Corporation  shall be managed by its Board of Directors.  The number of
directors of the  Corporation  shall be fixed from time to time by resolution of
the Corporation's Board of Directors,  but in no event shall be less than three.
Until  otherwise   determined  by  resolution  of  the  Corporation's  Board  of
Directors, the number of directors shall be five. The directors shall be divided
into classes in the manner  provided in the  Certificate of  Incorporation.  The
directors  need  not  be  residents  of  this  state  or   stockholders  in  the
Corporation.  They shall be elected by the stockholders of the Corporation or in
the case of a vacancy by remaining directors, and each director shall be elected
until his  successor  shall be elected  and shall  qualify or until his  earlier
resignation or removal.

         Section 2.  Regular  Meetings.  Regular  meetings of the Board shall be
held without  notice other than this Bylaw  immediately  after,  and at the same

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place as, the annual  meeting of  stockholders.  The directors  may provide,  by
resolution,  the time and place for the holding of additional  regular  meetings
without other notice than such resolution.

         Section  3.  Special  Meetings.  Special  Meetings  of the Board may be
called by the  President  or any  director  upon two day  notice.  The person or
persons  authorized to call special  meetings of the directors may fix the place
for holding any special meeting of the directors called by them.

         Section 4. Quorum.  A majority of the total  number of directors  shall
constitute a quorum for the transaction of business.

         Section 5. Consent In Lieu Of Meeting. Any action required or permitted
to be taken  at any  meeting  of the  Board of  Directors,  or of any  committee
thereof,  may be  taken  without  a  meeting  if all  members  of the  Board  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings  of the Board or  committee.
The Board of  Directors  may hold its  meetings,  and have an office or offices,
outside of this state.

         Section 6. Conference Telephone.  One or more directors may participate
in a meeting of the Board,  of a committee of the Board or of the  stockholders,
by means of conference telephone or similar communications equipment by means of
which  all   persons   participating   in  the  meeting  can  hear  each  other;
participation  in this  manner  shall  constitute  presence  in  person  at such
meeting.

         Section 7.  Compensation.  Directors  as such,  shall not  receive  any
stated salary for their  services,  but by resolution of the Board,  a fixed sum
and  expenses  of  attendance,  if any,  may be allowed for  attendance  at each
regular or special meeting of the Board PROVIDED,  that nothing herein contained
shall be construed to preclude any director from serving the  Corporation in any
other capacity and receiving compensation therefor.

         Section 8.  Removal.  A director  may be removed  from office for cause
only  and,  subject  to  such  removal,   death,   resignation,   retirement  or
disqualification,  shall hold  office  until the annual  meeting for the year in
which his term expires and until his successor shall be elected and qualified.

                              ARTICLE V - OFFICERS

         Section 1. Officers. The executive officers of the Corporation shall be
chosen by the directors and shall be a President,  Secretary and Treasurer.  The
Board of Directors may also choose a Chairman,  one or more Vice  Presidents and
such other  officers  as it shall deem  necessary.  Any number of offices may be
held by the same person.

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         Section  2.  Salaries.  Salaries  of all  officers  and  agents  of the
Corporation shall be fixed by the Board of Directors.

         Section 3. Term Of Office.  The officers of the Corporation  shall hold
office  until his  successor  is elected  or until his  earlier  resignation  or
removal.  Any officer or agent  elected or appointed by the Board may be removed
by the Board of  Directors  whenever in its  judgment  the best  interest of the
Corporation will be served thereby.

         Section  4.  President.  The  President  shall be the  chief  executive
officer of the Corporation; he shall preside at all meetings of the stockholders
and  directors;  he shall have general and active  management of the business of
the  Corporation,  shall see that all  orders and  resolutions  of the Board are
carried into effect, subject, however, to the right of the directors to delegate
any specific powers,  except such as may be by statute exclusively  conferred on
the  President,  to any other officer or officers of the  Corporation.  He shall
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the  Corporation.  He shall be EX-OFFICIO a member of all committees,  and shall
have the general power and duties of supervision  and management  usually vested
in the office of President of a corporation.

         Section 5.  Secretary.  The Secretary  shall attend all sessions of the
Board and all meetings of the stockholders and act as clerk thereof,  and record
all the votes of the  Corporation  and the minutes of all its  transactions in a
book to be kept  for  that  purpose,  and  shall  perform  like  duties  for all
committees of the Board of Directors when  required.  He shall give, or cause to
be  given,  notice  of all  meetings  of the  stockholders  and of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or  President,  and under whose  supervision  he shall be. He shall
keep in safe custody the corporate seal of the Corporation,  and when authorized
by the Board, affix the same to any instrument requiring it.

         Section 6. Treasurer. The Treasurer shall have custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the  Corporation,  and shall keep the moneys
of the Corporation in a separate  account to the credit of the  Corporation.  He
shall  disburse  the funds of the  Corporation  as may be  ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and  directors,  at the  regular  meetings of the Board,  or  whenever  they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.

                             ARTICLE VI - VACANCIES

         Section 1. Power to Fill Vacancies. Any vacancy occurring in any office
of the Corporation by death, resignation,  removal or otherwise, shall be filled
by the Board of Directors.  Vacancies and newly created directorships  resulting

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from any  increase  in the  authorized  number of  directors  may be filled by a
majority of the directors then in office,  although less than a quorum,  or by a
sole  remaining  director.  If at any time, by reason of death or resignation or
other  cause,  the  Corporation  should have no  directors  in office,  then any
officer or any stockholder or an executor, administrator, trustee or guardian of
a stockholder,  or other fiduciary  entrusted with like  responsibility  for the
person or estate of a stockholder, may call a special meeting of stockholders in
accordance with the provisions of these Bylaws.

         Section 2.  Resignations  Effective  at Future  Date.  When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office,  including those who have so resigned,  shall have
power to fill such  vacancy or  vacancies,  the vote thereon to take effect when
such resignation or resignations shall become effective.

                         ARTICLE VII - CORPORATE RECORDS

         Section 1.  Inspection.  Any  stockholder  of  record,  in person or by
attorney or other  agent,  shall,  upon  written  demand  under oath stating the
purpose  thereof,  have the right during the usual hours for business to inspect
for  any  proper  purpose  the  Corporation's   stock  ledger,  a  list  of  its
stockholders,  and its other books and  records,  and to make copies or extracts
therefrom.  A proper  purpose  shall mean a purpose  reasonably  related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to  inspection,  the demand  under
oath shall be  accompanied  by a power of attorney or such other  writing  which
authorizes  the attorney or other agent to so act on behalf of the  stockholder.
The demand  under oath shall be directed to the  Corporation  at its  registered
office in this state or at its principal place of business.

               ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

         Section 1.  Certificates.  The stock  certificates  of the  Corporation
shall be numbered and  registered in the share ledger and transfer  books of the
Corporation as they are issued.  They shall bear the corporate seal and shall be
signed by the President and Secretary of the Corporation.

         Section 2. Transfers. Transfers of shares shall be made on the books of
the Corporation  upon surrender of the  certificates  therefor,  endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer shall be made which is inconsistent with law.

         Section  3.  Lost   Certificate.   The  Corporation  may  issue  a  new
certificate of stock in the place of any certificate  theretofore  signed by it,
alleged to have been lost, stolen or destroyed,  and the Corporation may require

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the  owner  of  the  lost,  stolen  or  destroyed  certificate,   or  his  legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged  loss,  theft or
destruction of any such certificate or the issuance of such new certificate.

         Section 4. Record Date. In order that the Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  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 change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such meeting,  nor more than sixty days prior to any other action.  If no record
date is fixed:

                  (a) The record date for determining  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
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held.

                  (b) The record date for determining  stockholders  entitled to
express consent to corporate action in writing without a meeting,  when no prior
action by the Board of  Directors  is  necessary,  shall be the day on which the
first written consent is expressed.

                  (c) The record date for determining stockholders 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.

                  (d) A  determination  of  stockholders  of record  entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting;  provided,  however,  that the Board of Directors  may fix a new
record date for the adjourned meeting.

         Section  5.  Dividends.  The Board of  Directors  may  declare  and pay
dividends upon the outstanding shares of the Corporation,  from time to time and
to such  extent as they deem  advisable,  in the  manner  and upon the terms and
conditions provided by statute and the Certificate of Incorporation.

         Section 6.  Reserves.  Before  payment of any dividend there may be set
aside  out of the  net  profits  of the  Corporation  such  sum or  sums  as the
directors,  from time to time, in their absolute  discretion,  think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for

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repairing or  maintaining  any property of the  Corporation,  or f or such other
purpose  as  the  directors  shall  think  conducive  to  the  interests  of the
Corporation,  and the  directors  may abolish any such  reserve in the manner in
which it was created.

                      ARTICLE IX - MISCELLANEOUS PROVISIONS

         Section 1.  Checks.  All  checks or demands  for money and notes of the
Corporation  shall  be  signed  by such  officer  or  officers  as the  Board of
Directors may from time to time designate.

         Section 2. Fiscal Year. The fiscal year shall begin on the first day of
January.

         Section 3. Notice.  Whenever  written notice is required to be given to
any person,  it may be given to such person,  either  personally or by sending a
copy thereof through the mail, or by telegram,  charges prepaid,  to his address
appearing on the books of the Corporation, or supplied by him to the Corporation
for the  purpose of notice.  If the notice is sent by mail or by  telegraph,  it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph  office for  transmission  to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a  special  meeting  of  stockholders,  the  general  nature  of the
business to be transacted.

         Section 4. Waiver Of Notice. Whenever any written notice is required by
statute,  or by the  Certificate  or the  Bylaws  of this  Corporation  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the  giving  of  such  notice.  Except  in the  case  of a  special  meeting  of
stockholders,  neither the business to be  transacted  at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance of
a person either in person or by proxy, at any meeting shall  constitute a waiver
of notice  of such  meeting,  except  where a person  attends a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting was not lawfully called or convened.


         Section 5.  Resignations.  Any director or other  officer may resign at
any time, such  resignation to be in writing and to take effect from the time of
its receipt by the Corporation, unless some time be fixed in the resignation and
then from that date.  The  acceptance of a resignation  shall not be required to
make it effective.

                          ARTICLE X - ANNUAL STATEMENT

         Section 1. Annual  Statement.  The President and the Board of Directors
shall  present  at each  annual  meeting a full and  complete  statement  of the
business and affairs of the  Corporation  for the preceding year. Such statement

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shall be prepared and presented in whatever  manner the Board of Directors shall
deem advisable and need not be verified by a Certified Public Accountant.

                   ARTICLE XI - INDEMNIFICATION AND INSURANCE

         Section 1. (a) Right to Indemnification. Each person who was or is made
a party or is threatened  to be made a party or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators;  provided, however, that, except
as provided in paragraph (b) hereof,  the  Corporation  shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  conferred in this Section  shall be a contract  right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition:  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such  director or officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified  under this Section or otherwise.  The
Corporation may, by action of its Board of Directors, provide indemnification to
employees  and agents of the  Corporation  with the same scope and effect as the
foregoing indemnification of directors and officers.

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         (b) Right of Claimant to Bring Suit. If a claim under  paragraph (a) of
this Section is not paid in full by the  Corporation  within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter  bring suit against the  Corporation  to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting  such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
Corporation)  that the claimant has not met the  standards of conduct which make
it permissible under the Delaware General Corporation law for the Corporation to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard or conduct.

         (c)  Non-Exclusivity of Rights.  Notwithstanding  any limitation to the
contrary  contained  in  sub-paragraphs  (a)  and  (b)  of  this  section,   the
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation  Law of the  State  of  Delaware,  as the same  may be  amended  and
supplemented,  indemnify  any and  all  persons  whom it  shall  have  power  to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any Bylaw,  agreement,
vote of stockholders or disinterested Directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and  shall  continue  as to a person  who has  ceased  to be  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (d) Insurance.  The Corporation may maintain insurance, at its expense,
to  protect  itself  and  any  director,  officer,  employee  or  agent  of  the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
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                            ARTICLE XII - AMENDMENTS

         Section 1. Amendment of Bylaws. These Bylaws may be amended or repealed
by the vote of directors.


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