**BY-LAWS**


**OF**


**IMPACT
      MEDICAL SOLUTIONS, INC.**


**(a
      Delaware corporation)**





**ARTICLE
      I**


**STOCKHOLDERS**





**Section
      1. Certificates Representing Stock** .  (a)  Certificates
      representing stock in the corporation shall be signed by, or in the name of,
      the
      corporation by the Chairman or Vice-Chairman of the Board of Directors, if
      any,
      or by the President or a Vice-President and by the Treasurer or an Assistant
      Treasurer or the Secretary or an Assistant Secretary of the corporation. Any
      or
      all the signatures on any such certificate 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 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.





(b)  Whenever
      the corporation shall be authorized to issue more than one class of stock or
      more than one series of any class of stock, and whenever the corporation shall
      issue any shares of its stock as partly paid stock, the certificates
      representing shares of any such class or series or of any such partly paid
      stock
      shall set forth thereon the statements prescribed by the General Corporation
      Law. Any restrictions on the transfer or registration of transfer of any shares
      of stock of any class or series shall be noted conspicuously on the certificate
      representing such shares.





(c)  The
      corporation may issue a new certificate of stock or uncertificated shares in
      place of any certificate theretofore issued by it, alleged to have been lost,
      stolen or destroyed, and the Board of Directors may require the owner of the
      lost, stolen or destroyed certificate, or his legal representative, to give
      the
      Corporation a bond sufficient to indemnify the corporation 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 any such new certificate or
      uncertificated shares.





**Section
      2. Uncertificated Shares** .
      Subject
      to any conditions imposed by the General Corporation Law, the Board of Directors
      of the corporation may provide by resolution or resolutions that some or all
      of
      any or all classes or series of the stock of the corporation shall be
      uncertificated shares. Within a reasonable time after the issuance or transfer
      of any uncertificated shares, the corporation shall send to the registered
      owner
      thereof any written notice prescribed by the General Corporation
      Law.





**Section
      3. Fractional Share Interests** .
      The
      corporation may, but shall not be required to, issue fractions of a share.
      If
      the Corporation does not issue fractions of a share, it shall (1) arrange for
      the disposition of fractional interests by those entitled thereto, (2) pay
      in
      cash the fair value of fractions of a share as of the time when those entitled
      to receive such fractions are determined, or (3) issue scrip or warrants in
      registered form (either represented by a certificate or uncertificated) or
      bearer form (represented by a certificate) which shall entitle the holder to
      receive a full share upon the surrender of such scrip or warrants aggregating
      a
      full share. A certificate for a fractional share or an uncertificated fractional
      share shall, but scrip or warrants shall not unless otherwise provided therein,
      entitle the holder to exercise voting rights, to receive dividends thereon,
      and
      to participate in any of the assets of the Corporation in the event of
      liquidation. The Board of Directors may cause scrip or warrants to be issued
      subject to the conditions that they shall become void if not exchanged for
      certificates representing the full shares or uncertificated full shares before
      a
      specified date, or subject to the conditions that the shares for which scrip
      or
      warrants are exchangeable may be sold by the corporation and the proceeds
      thereof distributed to the holders of scrip or warrants, or subject to any
      other
      conditions which the Board of Directors may impose.








**Section
      4. Stock Transfers** .
      Upon
      compliance with provisions restricting the transfer or registration of transfer
      of shares of stock, if any, transfers or registration of transfers of shares
      of
      stock of the corporation shall be made only on the stock ledger 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, in the
      case of shares represented by certificates, on surrender of the certificate
      or
      certificates for such shares of stock properly endorsed and the payment of
      all
      taxes due thereon.





**Section
      5. Record Date For Stockholders** .
      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, the Board
      of Directors may fix a record date, which record date shall not precede the
      date
      upon which the resolution fixing the record date is adopted by the Board of
      Directors, and which record date shall not be more than sixty nor less than
      ten
      days before the date of such meeting. If no record date is fixed by the Board
      of
      Directors, 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. 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. In order that the corporation may determine the stockholders
      entitled to consent to corporate action in writing without a meeting, the Board
      of Directors may fix a record date, which record date shall not precede the
      date
      upon which the resolution fixing the record date is adopted by the Board of
      Directors, and which date shall not be more than ten days after the date upon
      which the resolution fixing the record date is adopted by the Board of
      Directors. If no record date has been fixed by the Board of Directors, the
      record date for determining the stockholders entitled to consent to corporate
      action in writing without a meeting, when no prior action by the Board of
      Directors is required by the General Corporation Law, shall be the first date
      on
      which a signed written consent setting forth the action taken or proposed to
      be
      taken is delivered to the corporation by delivery to its registered office
      in
      the State of Delaware, its principal place of business, or an officer or agent
      of the corporation having custody of the book in which proceedings of meeting
      of
      stockholders are recorded. Delivery made to the corporation's registered office
      shall be by hand or by certified or registered mail, return receipt requested.
      If no record date has been fixed by the Board of Directors and prior action
      by
      the Board of Directors is required by the General Corporation Law, the record
      date for determining stockholders entitled to consent to corporate action in
      writing without a meeting shall be at the close of business on the day on which
      the Board of Directors adopts the resolution taking such prior action. In order
      that the corporation may determine the stockholders entitled to receive payment
      of any dividend or other distribution or allotment of any rights or the
      stockholders 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 a record date, which record date shall not
      precede the date upon which the resolution fixing the record date is adopted,
      and which record date shall be not more than sixty days prior to such action.
      If
      no record date is fixed, the record date for determining stockholders for any
      such purpose shall be at the close of business on the day on which the Board
      of
      Directors adopts the resolution relating thereto.





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**Section
      6. Meaning of Certain Terms** .
      As used
      herein in respect of the right to notice of a meeting of stockholders or a
      waiver thereof or to participate or vote thereat or to consent or dissent in
      writing in lieu of meeting, as the case may be, the term "share" or "shares"
      or
      "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers
      to an outstanding share or shares of stock and to a holder or holders of record
      of outstanding shares of stock when the corporation is authorized to issue
      only
      one class of shares of stock, and said reference is also intended to include
      any
      outstanding share or shares of stock and any holder or holders of record of
      outstanding shares of stock of any class upon which or upon whom the certificate
      of incorporation confers such rights where there are two or more classes or
      series of shares of stock or upon which or upon whom the General Corporation
      Law
      confers such rights notwithstanding that the certificate of incorporation may
      provide for more than one class or series of shares of stock, one or more of
      which are limited or denied such rights thereunder; provided, however, that
      no
      such right shall vest in the event of an increase or a decrease in the
      authorized number of shares of stock of any class or series which is otherwise
      denied voting rights under the provisions of the certificate of incorporation,
      except as any provision of law may otherwise require.





**Section
      7. Stockholder Meetings.**





a.  Time .
      The
      annual meeting shall be held on the date and at the time fixed, from time to
      time, by the directors, provided that the first annual meeting shall be held
      on
      a date within thirteen months after the organization of the corporation, and
      each successive annual meeting shall be held on a date within thirteen months
      after the date of the preceding annual meeting. A special meeting shall be
      held
      on the date and at the time fixed by the directors.





b.  Place .
      Annual
      meetings and special meetings shall be held at such place, within or without
      the
      State of Delaware, as the directors may, from time to time, fix. Whenever the
      directors shall fail to fix such place, the meeting shall be held at the
      registered office of the corporation in the State of Delaware.





c.  Call .
      Annual
      meetings and special meetings may be called by the directors or by any officer
      instructed by the directors to call the meeting.





d.  Notice
      or Waiver of Notice .
      Written
      notice of all meetings shall be given, stating the place, date, hour of the
      meeting and stating the place within the city or other municipality or community
      at which the list of stockholders of the corporation may be examined. The notice
      of an annual meeting shall state that the meeting is called for the election
      of
      directors and for the transaction of other business which may properly come
      before the meeting, and shall (if any other action which could be taken at
      a
      special meeting is to be taken at such annual meeting) state the purpose or
      purposes. The notice of a special meeting shall in all instances state the
      purpose or purposes for which the meeting is called. The notice of any meeting
      shall also include, or be accompanied by, any additional statements,
      information, or documents prescribed by the General Corporation Law. Except
      as
      otherwise provided by the General Corporation Law, a copy of the notice of
      any
      meeting shall be given, personally or by mail, not less than ten days nor more
      than sixty days before the date of the meeting, unless the lapse of the
      prescribed period of time shall have been waived, and directed to each
      stockholder at his record address or at such other address which he may have
      furnished by request in writing to the Secretary of the corporation. Notice
      by
      mail shall be deemed to be given when deposited, with postage thereon prepaid,
      in the United States Mail. If a meeting is adjourned to another time, not more
      than thirty days hence, and/or place is made at the meeting, it shall not be
      necessary to give notice of the adjourned meeting unless the directors, after
      adjournment, fix a new record date for the adjourned meeting. Notice need not
      be
      given to any stockholder who submits a written waiver of notice signed by him
      before or after the time stated therein. Attendance of a stockholder at a
      meeting of stockholders shall constitute a waiver of notice of such meeting,
      except when the stockholder attends the meeting for the express purpose of
      objecting, at the beginning of the meeting, to the transaction of any business
      because the meeting is not lawfully called or convened. Neither the business
      to
      be transacted at, not the purpose of, any regular or special meeting of the
      stockholders need be specified in any written waiver of notice.





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e.  Stockholder
      List .
      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, 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 ten days prior to the meeting, either at a place within the city
      or
      other municipality or community 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. The stock ledger shall be the
      only
      evidence as to who are the stockholders entitled to examine the stock ledger,
      the list required by this section or the books of the corporation, or to vote
      at
      any meeting of stockholders.





f.  Conduct
      of Meeting .
      Meetings of the stockholders shall be presided over by one of the following
      officers in the order of seniority and if present and acting-the Chairman of
      the
      Board, if any, the Vice-Chairman of the Board, if any, 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 the stockholders. 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.





g.  Proxy
      Representation .
      Every
      stockholder may authorize another person or persons to act for him by proxy
      in
      all matters in which a stockholder is entitled to participate, whether by
      waiving notice of any meeting, voting or participating at a meeting, or
      expressing consent or dissent without a meeting. Every proxy must be signed
      by
      the stockholder or by his attorney-in-fact. No proxy shall be voted or acted
      upon after three years from its date unless such proxy provides for a longer
      period. A duly executed proxy shall be irrevocable if it states that 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.





h.  Inspectors .
      The
      directors, in advance of any meeting, may, but need not, appoint one or more
      inspectors of election to act at the meeting or any adjournment thereof. If
      any
      inspector or inspectors are not appointed, the person presiding at the meeting
      may, but need not appoint one or more inspectors. In case any person who may
      be
      appointed as an inspector fails to appear or act, the vacancy may be filled
      by
      appointment made by the directors in advance of the meeting or at the meeting
      by
      the person presiding thereat. Each inspector, if any, before entering upon
      the
      discharge of his duties, shall take and sign an oath faithfully to execute
      the
      duties of inspectors at such meeting with strict impartiality and according
      to
      the best of his ability. The inspectors, if any, shall determine the number
      of
      shares of stock outstanding and the voting power of each, the shares of stock
      represented at the meeting, the existence of a quorum, the validity and effect
      of proxies, and shall receive votes, ballots, or consents, hear and determine
      all challenges and questions arising in connection with the right to vote,
      count
      and tabulate all votes, ballots, or consents, determine the result, and do
      such
      acts as are proper to conduct the election or vote with fairness to all
      stockholders. On request of the person presiding at the meeting, the inspector
      or inspectors, if any, shall make a report in writing of any challenge,
      question, or matter determined by him or them and execute a certificate of
      any
      fact found by him or them. Except as otherwise required by subsection (e) of
      Section 231 of the General Corporation Law, the provisions of that Section
      shall
      not apply to the corporation.





4


i.  Quorum .
      The
      holders of a majority of the outstanding shares of stock shall constitute a
      quorum at a meeting of stockholders for the transaction of any business. The
      stockholders presents may adjourn the meeting despite the absence of a
      quorum.





j.  Voting .
      Each
      share of stock shall entitle the holder thereof to one vote. Directors shall
      be
      elected by a plurality of the votes of the shares present in person or
      represented by proxy at the meeting and entitled to vote on the election of
      directors. Any other action shall be authorized by a majority of the votes
      cast
      except where the General Corporation Law prescribes a different percentage
      of
      votes and/or a different exercise of voting power, and except as may be
      otherwise prescribed by the provisions of the certificate of incorporation
      and
      these Bylaws. In the election of directors, and for any other action, voting
      need not be by ballot.





**Section
      8. Stockholder Action Without Meetings** .
      Any
      action required by the General Corporation Law to be taken at any annual or
      special meeting of stockholders, or any action which may be taken at any annual
      or special meeting of 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. Action taken pursuant to this
      paragraph shall be subject to the provisions of Section 228 of the General
      Corporation Law.





**ARTICLE
      II**


**DIRECTORS**





**Section
      1. Functions and Definition** .
      The
      business and affairs of the corporation shall be managed by or under the
      direction of the Board of Directors of the corporation. The Board of Directors
      shall have the authority to fix the compensation of the members thereof. The
      use
      of the phrase "whole board" herein refers to the total number of directors
      which
      the corporation would have if there were no vacancies.





5


**Section
      2. Qualifications and Number** .
      A
      director need not be a stockholder, a citizen of the United States, or a
      resident of the State of Delaware. The initial Board of Directors shall consist
      of two persons. Thereafter, the number of directors may be increased or
      decreased from time to time by action of the stockholders or of the directors,
      or, if the number is not fixed, the number shall be one (1).





**Section
      3. Election and Term** .
      The
      first Board of Directors, unless the members thereof shall have been named
      in
      the certificate of incorporation, shall be elected by the incorporator or
      incorporators and shall hold office until first annual meeting of stockholders
      and until their successors are elected and qualified or until their earlier
      resignation or removal. Any director may resign at any time upon written notice
      to the corporation. Thereafter, directors who are elected at an annual meeting
      of stockholders, and directors who are elected in the interim to fill vacancies
      and newly created directorships, shall hold office until the next annual meeting
      resignation or removal. Except as the General Corporation Law may otherwise
      require, in the interim between annual meetings of stockholders or of special
      meetings of stockholders called for the election of directors and/or for the
      removal of one or more directors and for the filling of any vacancy in that
      connection, newly created directorships and any vacancies in the Board of
      Directors, including unfilled vacancies resulting from the removal of directors
      for cause or without cause, may be filled by the vote of a majority of the
      remaining directors then in office, although less than a quorum, or by the
      sole
      remaining director.





**Section
      4. Meetings.**





a.  Time .
      Meetings shall be held at such time as the Board shall fix, except that the
      first meeting of a newly elected Board shall be held as soon after its election
      as the directors may conveniently assemble.





b.  Place .
      Meetings shall be held at such place within or without the State of Delaware
      as
      shall be fixed by the Board.





c.  Call .
      No call
      shall be required for regular meetings for which the time and place have been
      fixed. Special meetings may be called by or at the direction of the Chairman
      of
      the Board, if any, the Vice-Chairman of the Board, if any, of the President,
      or
      of a majority of the directors in office.





d.  **Notice
      or Actual or Constructive Waiver** .
      No
      notice shall be required for regular meetings for which the time and place
      have
      been fixed. Written, oral, or any other mode of notice of the time and place
      shall be given for special meetings in sufficient time for the convenient
      assembly of the directors thereat. Notice need not be given to any director
      or
      to any member of a committee of directors who submits a written waiver of notice
      signed by him before or after the time stated therein. Attendance of any such
      person at a meeting shall constitute a waiver of notice of such meeting, except
      when he attends a meeting for the express purpose of objecting, at the beginning
      of the meeting, to the transaction of any business because the meeting is not
      lawfully called or convened. Neither the business to be transacted at, nor
      the
      purpose of, any regular or special meeting of the directors need be specified
      in
      any written waiver of notice.





e.  **Quorum
      and Action** .
      A
      majority of the whole Board shall constitute a quorum except when a vacancy
      or
      vacancies prevents such majority, whereupon a majority of the directors in
      office shall constitute a quorum, provided, that such majority shall constitute
      at least one-third of the whole Board. A majority of the directors present,
      whether or not a quorum is present, may adjourn a meeting to another time and
      place. Except as herein otherwise provided, and except as otherwise provided
      by
      the General Corporation Law, the vote of the majority of the directors present
      at a meeting at which a quorum is present shall be the act of the Board. The
      quorum and voting provisions herein stated shall not be construed as conflicting
      with any provisions of the General Corporation Law and these Bylaws which govern
      a meeting of the directors held to fill vacancies and newly created
      directorships in the Board or action of disinterested directors.





6


Any
      member or members of the Board of Directors or of any committee designated
      by
      the Board, may participate in a meeting of the Board, or any such committee,
      as
      the case may be, by means of conference telephone or similar communications
      equipment by means of which all persons participating in the meeting can hear
      each other.





f.  **Chairman
      of the Meeting** .
      The
      Chairman of the Board, if any and if present and acting, shall preside at all
      meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
      and
      acting, or the President, if present and acting, or any other director chosen
      by
      the Board, shall preside.





**Section
      5. Removal of Directors** .
      Except
      as may otherwise be provided by the General Corporation Law, any director or
      the
      entire Board of Directors may be removed, with or without cause, by the holders
      of a majority of the shares then entitled to vote at an election of
      directors.





**Section
      6. 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 any member of any such committee or committees, the member
      or members thereof 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, shall have and may exercise the powers and authority
      of
      the Board of Directors in the management of the business and affairs of the
      corporation with the exception of any authority the delegation of which is
      prohibited by Section 141 of the General Corporation Law, and may authorize
      the
      seal of the corporation to be affixed to all papers which may require
      it.





**Section
      7. Written Action** .
      Any
      action required or permitted to be taken at any meeting of the Board of
      Directors or 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.





**Section
      8. Board of Advisors** .
      The
      Board of Directors, in its discretion, may establish a Board of Advisors,
      consisting of individuals who may or may not be stockholders or directors of
      the
      Corporation. The purpose of the Board of Advisors would be to advise the
      officers and directors of the Corporation with respect to such matters as such
      officers and directors shall choose, and any other matters which the members
      of
      such Board of Advisors deem appropriate in furtherance of the best interest
      of
      the Corporation. The Board of Advisors shall meet on such basis as the members
      thereof may determine. The Board of Directors may eliminate the Board of
      Advisors at any time. No member of the Board of Advisors, nor the Board of
      Advisors itself, shall have any authority of the Board of Directors or any
      decision-making power and shall be merely advisory in nature. Unless the Board
      of Directors determines another method of appointment, the President shall
      recommend possible members of the Board of Advisors to the Board of Directors,
      who shall approve such appointments or reject them.





7


**ARTICLE
      III**


**OFFICERS**





The
      officers of the corporation shall consist of a President, a Secretary, a
      Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
      Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
      Vice- President, one or more other Vice-Presidents, one or more Assistant
      Secretaries, one or more Assistant Treasurers, and such other officers with
      such
      title as the resolution of the Board of Directors choosing them shall designate.
      Except as may otherwise be provided in the resolution of the Board of Directors
      choosing him, no officer other than the Chairman or Vice-Chairman of the Board,
      if any, need be a director. Any number of offices may be held by the same
      person, as the directors may determine.





Unless
      otherwise provided in the resolution choosing him, each officer shall be chosen
      for a term which shall continue until the meeting of the Board of Directors
      following the next annual meeting of stockholders and until his successor shall
      have been chosen and qualified.





All
      officers of the corporation shall have such authority and perform such duties
      in
      the management and operation of the corporation as shall be prescribed in the
      resolutions of the Board of Directors designating and choosing such officers
      and
      prescribing their authority and duties, and shall have such additional authority
      and duties as are incident to their office except to the extent that such
      resolutions may be inconsistent therewith. The Secretary or an Assistant
      Secretary of the corporation shall record all of the proceedings of all meetings
      and actions in writing of stockholders, directors, and committees of directors,
      and shall exercise such additional authority and perform such additional duties
      as the Board shall assign to him. Any officer may be removed, with or without
      cause, by the Board of Directors. Any vacancy in any office may be filled by
      the
      Board of Directors.





**ARTICLE
      IV**


**CORPORATE
      SEAL**





The
      corporate seal shall be in such form as the Board of Directors shall
      prescribe.





**ARTICLE
      V**


**FISCAL
      YEAR**





The
      fiscal year of the corporation shall be fixed, and shall be subject to change,
      by the Board of Directors.





**ARTICLE
      VI**


**AMENDMENT**





These
      Bylaws may be adopted, amended or repealed at any time by the unanimous written
      consent of the Board of Directors.






8