<PAGE>





                                 AMENDED AND RESTATED
                                        BYLAWS
                                          OF
                                SUNRISE MEDICAL, INC.,
                                A DELAWARE CORPORATION

                                        AS OF

                                    APRIL 29, 1997


<PAGE>

                                 AMENDED AND RESTATED
                                        BYLAWS
                                          OF
                                SUNRISE MEDICAL, INC.,
                                A DELAWARE CORPORATION
                                  TABLE OF CONTENTS


                                                                       Page No.
                                                                       --------

ARTICLE I OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Section 1.1  Registered Office.. . . . . . . . . . . . . . . . . . . . . 1
    Section 1.2  Other Offices.. . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II MEETINGS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . 1
    Section 2.1  Place of Meetings.. . . . . . . . . . . . . . . . . . . . . 1
    Section 2.2  Annual Meeting of Stockholders. . . . . . . . . . . . . . . 1
    Section 2.3  Quorum; Adjourned Meetings and Notice Thereof.. . . . . . . 2
    Section 2.4  Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
    Section 2.5  Proxies.. . . . . . . . . . . . . . . . . . . . . . . . . . 2
    Section 2.6  Special Meetings. . . . . . . . . . . . . . . . . . . . . . 3
    Section 2.7  Notice of Stockholder's Meetings. . . . . . . . . . . . . . 3
    Section 2.8  Maintenance and Inspection of Stockholder List. . . . . . . 3
    Section 2.9  Stockholder Action By Written Consent Without a Meeting.. . 3
ARTICLE III DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
    Section 3.1  Number, Election and Tenure.. . . . . . . . . . . . . . . . 5
    Section 3.2  Vacancies.. . . . . . . . . . . . . . . . . . . . . . . . . 5
    Section 3.3  Notification of Nomination. . . . . . . . . . . . . . . . . 5
    Section 3.4  Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
    Section 3.5  Place of Meetings.. . . . . . . . . . . . . . . . . . . . . 6
    Section 3.6  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . 7
    Section 3.7  Special Meetings. . . . . . . . . . . . . . . . . . . . . . 7
    Section 3.8  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
    Section 3.9  Action Without Meeting. . . . . . . . . . . . . . . . . . . 7
    Section 3.10  Telephonic Meetings. . . . . . . . . . . . . . . . . . . . 7
    Section 3.11  Committees of Directors. . . . . . . . . . . . . . . . . . 7
    Section 3.12  Minutes of Committee Meetings. . . . . . . . . . . . . . . 8
    Section 3.13  Compensation of Directors. . . . . . . . . . . . . . . . . 8
    Section 3.14  Indemnification. . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
    Section 4.1  Officers. . . . . . . . . . . . . . . . . . . . . . . . . .10
    Section 4.2  Election of Officers. . . . . . . . . . . . . . . . . . . .11
    Section 4.3  Subordinate Officers. . . . . . . . . . . . . . . . . . . .11


                                          i
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                                                                       Page No.
                                                                       --------

    Section 4.4  Compensation of Officers. . . . . . . . . . . . . . . . . .11
    Section 4.5  Term of Office; Removal and Vacancies.. . . . . . . . . . .11
    Section 4.6  Chairman of the Board.. . . . . . . . . . . . . . . . . . .11
    Section 4.7  President.. . . . . . . . . . . . . . . . . . . . . . . . .11
    Section 4.8  Vice Presidents.. . . . . . . . . . . . . . . . . . . . . .11
    Section 4.9  Secretary.. . . . . . . . . . . . . . . . . . . . . . . . .12
    Section 4.10  Assistant Secretary. . . . . . . . . . . . . . . . . . . .12
    Section 4.11  Chief Financial Officer. . . . . . . . . . . . . . . . . .12
ARTICLE V CERTIFICATES OF STOCK. . . . . . . . . . . . . . . . . . . . . . .12
    Section 5.1  Certificates. . . . . . . . . . . . . . . . . . . . . . . .12
    Section 5.2  Signatures on Certificates. . . . . . . . . . . . . . . . .13
    Section 5.3  Statement of Stock Rights, Preferences, Privileges. . . . .13
    Section 5.4  Lost, Stolen or Destroyed Certificates. . . . . . . . . . .13
    Section 5.5  Transfers of Stock. . . . . . . . . . . . . . . . . . . . .13
    Section 5.6  Fixing Record Date. . . . . . . . . . . . . . . . . . . . .14
    Section 5.7  Registered Stockholders.. . . . . . . . . . . . . . . . . .14
ARTICLE VI GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . .14
    Section 6.1  Dividends.. . . . . . . . . . . . . . . . . . . . . . . . .14
    Section 6.2  Payment of Dividends. . . . . . . . . . . . . . . . . . . .14
    Section 6.3  Checks. . . . . . . . . . . . . . . . . . . . . . . . . . .14
    Section 6.4  Fiscal Year.. . . . . . . . . . . . . . . . . . . . . . . .14
    Section 6.5  Corporate Seal. . . . . . . . . . . . . . . . . . . . . . .14
    Section 6.6  Manner of Giving Notice.. . . . . . . . . . . . . . . . . .15
    Section 6.7  Waiver of Notice. . . . . . . . . . . . . . . . . . . . . .15
    Section 6.8  Annual Statement. . . . . . . . . . . . . . . . . . . . . .15
ARTICLE VII AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .15
    Section 7.1  Amendment by Directors or Stockholders. . . . . . . . . . .15


                                          ii
<PAGE>

                                 AMENDED AND RESTATED
                                        BYLAWS
                                          OF
                                SUNRISE MEDICAL, INC.,
                                A DELAWARE CORPORATION

                                      ARTICLE I
                                       OFFICES

         Section 1.1  REGISTERED OFFICE.  The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         Section 1.2  OTHER OFFICES.  The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
                                      ARTICLE II
                               MEETINGS OF STOCKHOLDERS

         Section 2.1  PLACE OF MEETINGS.  Meetings of stockholders shall be
held at any place within or outside the State of Delaware designated by the
Board of Directors.  In the absence of any such designation, stockholders'
meetings shall be held at the principal executive office of the corporation.

         Section 2.2  ANNUAL MEETING OF STOCKHOLDERS.

         (a)  The annual meeting of stockholders shall be held each year on a
date and at a time designated by the Board of Directors.  At each annual
meeting, (i) directors shall be elected from the persons who are nominated in
accordance with the procedures set forth in paragraph (b) below and (ii) any
proper business shall be conducted which has been submitted in accordance with
the procedures set forth in paragraph (c) below.

         (b)  Only proper business which has been submitted in accordance with
the following procedures shall be conducted at the annual meeting.  Submissions
of proper business to be conducted at the annual meeting may be made at such
meeting by or at the direction of the Board of Directors, by any committee or
persons appointed by the Board of Directors or by any stockholder of the
corporation who complies with the notice procedures set forth in this paragraph.
Such submissions of proper business by any stockholder shall be made pursuant to
timely notice in writing to the Secretary of the corporation.  To be timely, a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the corporation not less than 60 days prior to
the annual meeting; provided, however, that in the event that less than 75 days
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the fifteenth day following the day on which
such notice of the date of the meeting


                                          1
<PAGE>

was mailed or such public disclosure was made, whichever first occurs.  Such
stockholder's notice to the Secretary shall set forth (i) a description of the
proper business submitted for consideration at the annual meeting and the
reasons for conducting such business at the meeting, and if such business
includes a proposal to amend the bylaws of the bylaws of the Corporation, the
language of the proposed amendment, (ii) the name and record address of the
stockholder giving the notice, (iii) the class and number of shares of capital
stock of the corporation which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in the business.  No proper
business shall be conducted at the annual meeting unless submitted in accordance
with the procedures set forth herein.  The Chairman of the Board shall, if the
facts warrant, determine and declare to the meeting that a submission of proper
business was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
submission shall be disregarded.

         Section 2.3  QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF.  A
majority of the stock issued and outstanding and entitled to vote at any meeting
of stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws.  A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum and the votes present may continue to
transact business until adjournment.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented.  The Chairman of the Board (or the President in
the absence of the Chairman of the Board) may adjourn the meeting from time to
time, whether or not there is such a quorum.  At any 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 notified.  If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote thereat.

         Section 2.4  VOTING.  When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes, or the Certificate of Incorporation, or these Bylaws, a different vote
is required in which case such express provision shall govern and control the
decision of such question.

         Section 2.5  PROXIES.  At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period.  All
proxies must be filed with the Secretary of the corporation at the beginning of
each meeting in order to be counted in any vote at the meeting.  Each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation on the record date set by
the Board of Directors as provided in Article II, Section 2.9 hereof.  All
elections shall be had and all questions decided by a plurality vote.


                                          2
<PAGE>

         Section 2.6  SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors.  Such request shall state the purpose or purposes of the
proposed meeting.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 2.7  NOTICE OF STOCKHOLDER'S MEETINGS.  Whenever stockholders
are required or permitted to take any action at a meeting, a written notice of
the meeting shall be given which notice 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.  The written notice of any meeting shall be given
to each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.  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.

         Section 2.8  MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.  The
Secretary 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.
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 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.

         Section 2.9  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         (a)  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the 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 to the stockholders 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.  Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the date the earliest dated written consent was received in accordance
with Section 2.9(b) of this Article II, a written consent or consents signed by
a sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed in Section 2.9(b) of this Article II.
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.


                                          3
<PAGE>


         (b)  In order that the corporation may determine the stockholders
entitled to express 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 10 days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date.  The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date.  If
no record date has been fixed by the Board of Directors within 10 days of the
date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable 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.  If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by applicable 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 date on which
the Board of Directors adopts the resolution taking such prior action.  Every
signed written consent shall be delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business or to any officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.  Delivery shall be by hand or by
certified or registered mail, return receipt requested.

         (c)  In the event of the delivery, in the manner provided by Section
2.9(b) of this Article II hereof, to the corporation of the requisite written
consent or consents to take corporate action and/or any related revocation or
revocations, the corporation shall engage nationally recognized independent
inspectors of elections for the purpose of promptly performing a ministerial
review of the validity of the consents and revocations.  For the purpose of
permitting the inspectors to perform such review, no action by written consent
without a meeting shall be effective until such date as the independent
inspectors certify to the corporation that the consents delivered to the
corporation in accordance with Section 2.9(b) of this Article II hereof
represent at least the minimum number of votes that would be necessary to take
the corporation action.  Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the Board of Directors or any stockholder
shall not be entitled to contest the validity of any consent or revocation
thereof, whether before or after such certification by the independent
inspectors, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).


                                     ARTICLE III
                                      DIRECTORS

         Section 3.1  NUMBER, ELECTION AND TENURE.  The authorized number of
directors which shall constitute the Board shall not be less than four (4) nor
more than ten (10).  The exact number shall be determined from time to time by
resolution of the Board.  Until otherwise


                                          4
<PAGE>

determined by such resolution, the Board shall consist of eight (8) persons.
Directors shall be elected at the annual meeting of stockholders and each
director shall serve until such person's successor is elected and qualified or
until such person's death, retirement, resignation or removal.  The directors
need not be stockholders.  Subject to the rights, if any, of the holders of
shares of Preferred Stock then outstanding, if any, 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 except
that (i) unless the certificate of incorporation provides otherwise, if the
corporation shall have a classified board of directors, shareholders may effect
such removal only for cause, and (ii) so long as the corporation shall have
cumulative voting in respect of the election of directors, if less than the
entire board is to be removed, no director may be removed without cause if the
votes cast against the removal of the director would be sufficient to elect that
person if then cumulatively voted at an election of the entire Board of
Directors or, if the corporation shall have classes of directors, at an election
of the class of directors of which that person is a part.

         Section 3.2  VACANCIES.  Vacancies on the Board of Directors by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting 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.  The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and qualified, unless
sooner displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.  No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

         Section 3.3  NOTIFICATION OF NOMINATION.  Subject to the rights, if 
any, of the holders of shares of Preferred Stock then outstanding, if any, 
only persons who are nominated in accordance with the following procedures 
shall be eligible for election as directors.  Nominations of persons for 
election to the Board of Directors of the corporation may be made at a 
meeting of stockholders by or at the direction of the Board of Directors, by 
any nominating or other committee or person appointed by the Board, or by any 
stockholder of the corporation entitled to vote for the election of directors 
at the meeting who complies with the notice procedures set forth in this 
Section 3.3.  Such nominations, other than those made by or at the direction 
of the Board or by any nominating or other committee or person appointed by 
the Board, shall be made pursuant to timely notice in writing to the 
Secretary of the corporation.  To be timely, a stockholder's notice shall be 
delivered to, or mailed and received at, the principal executive offices of 
the corporation not less than 60 days prior to the meeting; provided, 
however, that in the event that less than 75 days notice or prior public 
disclosure of the date of the meeting is given or made to stockholders, 
notice by the stockholder to be timely must be so received not later than the 
close of business on the fifteenth day following the day on which such notice 
of the date of the meeting was mailed or such public disclosure was made, 
whichever first occurs.  Such stockholder's notice to the Secretary shall set 
forth (a) as to each person whom the stockholder


                                          5
<PAGE>

proposes to nominate for election or reelection as a director, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person and his or her employment history for the
most recent five years, (iii) the class and number of shares of capital stock of
the corporation which are beneficially owned by the person, (iv) the consent of
the person to serve as a Director if so elected and (v) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to the rules and regulations under
the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder and
(ii) the class and number of shares of capital stock of the corporation which
are beneficially owned by the stockholder; (iii) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons pursuant to which the nomination or nominations are to
be made by the stockholder, (iv) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notices.  The corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the corporation to determine the eligibility of such proposed nominee to
serve as director of the corporation or for use in the preparation of materials
used for the solicitation of proxies for the election of directors.  The
Chairman of the Board shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

         Section 3.4  POWERS.  The property and business of the corporation
shall be managed by or under the direction of its Board of Directors.  In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

         Section 3.5  PLACE OF MEETINGS.  The directors may hold their meetings
and have one or more offices, and keep the books of the corporation outside of
the State of Delaware.

         Section 3.6  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

         Section 3.7  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the President on forty-eight hours' notice to each
director, either personally or by mail, facsimile or by telegram; special
meetings shall be called by the President or the Secretary in like manner and on
like notice on the written request of two directors unless the Board consists of
only one director; in which case special meetings shall be called by the
President or Secretary in like manner or on like notice on the written request
of the sole director.

         Section 3.8  QUORUM.  At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise


                                          6
<PAGE>

specifically provided by statute, by the Certificate of Incorporation or by
these Bylaws.  If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.  If only one director is authorized, such sole director shall
constitute a quorum.

         Section 3.9  ACTION WITHOUT MEETING.  Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, 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.

         Section 3.10  TELEPHONIC MEETINGS.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any 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 such participation in a
meeting shall constitute presence in person at such meeting.

         Section 3.11  COMMITTEES OF DIRECTORS.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such 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 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 of Directors,
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; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the Bylaws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

         Section 3.12  MINUTES OF COMMITTEE MEETINGS.  Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.

         Section 3.13  COMPENSATION OF DIRECTORS.  Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board of Directors
shall have the authority to fix the compensation of directors.  The directors
may be paid their expenses, if any, of attendance at each


                                          7
<PAGE>

meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

         Section 3.14  INDEMNIFICATION.

         (a)  The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, ERISA excise taxes and amounts paid or to be paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         (b)  The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court of Chancery or such
other court shall deem proper.

         (c)  To the extent that a director, officer, employee or agent of the
corporation shall be successful on the merits or otherwise in defense, of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.


                                          8
<PAGE>

         (d)  Any indemnification under paragraphs (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b).  Such
determination shall be made (1) by the Board of Directors by a majority vote of
the directors who are not parties to such action, suit or proceeding, or (2) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders.

         (e)  Expenses (including attorneys' fees) incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the manner
provided in paragraph (d) upon receipt of an undertaking by or on behalf of the
director or officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Section 3.14.

         (f)  The indemnification provided by this Section 3.14 shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any statute, provision in the Certificate of Incorporation or these
Bylaws, 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 a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         (g)  The Board of Directors may authorize, by a vote of a majority of
a quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Section 3.14.

         (h)  The corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Delaware, indemnify its directors,
officers, employees and agents against liabilities incurred in their capacities
as such.

         (i)  For the purposes of this Section 3.14, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, limited liability company,
trust or other enterprise, shall stand in the same position under the provisions
of


                                          9
<PAGE>

this Section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

         (j)  For purposes of this section, references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the corporation" shall include
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.


                                      ARTICLE IV
                                       OFFICERS

         Section 4.1  OFFICERS.  The officers of this corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board, a
President, a Secretary, and a Chief Financial Officer.  The corporation may also
have at the discretion of the Board of Directors such other officers as are
desired, including one or more Vice Presidents, one or more Assistant
Secretaries, and such other officers as may be appointed in accordance with the
provisions of Section 4.3 hereof.  In the event there are two or more Vice
Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President, or other similar or dissimilar title.  At the time of the
election of officers, the directors may by resolution determine the order of
their rank.  Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

         Section 4.2  ELECTION OF OFFICERS.  The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.

         Section 4.3  SUBORDINATE OFFICERS.  The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

         Section 4.4  COMPENSATION OF OFFICERS.  The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.

         Section 4.5  TERM OF OFFICE; REMOVAL AND VACANCIES.  The officers of
the corporation shall hold office until their successors are chosen and qualify
in their stead.  Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors.  If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

         Section 4.6  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if
such an officer be elected, shall, if present, preside at all meetings of the
stockholders and of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time 


                                          10
<PAGE>

assigned to him by the Board of Directors or prescribed by these Bylaws.  If 
there is no President, the Chairman of the Board shall in addition be the 
Chief Executive Officer of the corporation and shall have the powers and 
duties prescribed in Section 4.7 of this Article IV.

         Section 4.7  PRESIDENT.  Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, the
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. In the
absence of the Chairman of the Board, he shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors.  He shall be an
ex-officio member of all committees and shall have the general powers and duties
of management usually vested in the office of President and Chief Executive
Officer of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.

         Section 4.8  VICE PRESIDENTS.  In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President.  The Vice Presidents shall have such other duties as from time to
time may be prescribed for them, respectively, by the Board of Directors.

         Section 4.9  SECRETARY.  The Secretary shall attend all sessions of
the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required by the Board
of Directors.  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 these Bylaws.  He shall
keep in safe custody the seal of the corporation, and when authorized by the
Board, affix the same to any instrument requiring it, and when so affixed it
shall be attested by his signature or by the signature of an Assistant
Secretary.  The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 4.10  ASSISTANT SECRETARY.  The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

         Section 4.11  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall have the 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 deposit all moneys, and other valuable effects in the name
and to the credit of the corporation, in such depositories as may be designated
by the Board of Directors.  He shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so


                                          11
<PAGE>

requires, an account of all his transactions as Chief Financial Officer and of
the financial condition of the corporation.  If required by the Board of
Directors, he shall give the corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.


                                      ARTICLE V
                                CERTIFICATES OF STOCK

         Section 5.1  CERTIFICATES.  Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Chief Financial Officer of the corporation, certifying the number of
shares represented by the certificate owned by such stockholder in the
corporation.

         Section 5.2  SIGNATURES ON CERTIFICATES.  Any or all of the signatures
on the 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.

         Section 5.3  STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.  If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         Section 5.4  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to


                                          12
<PAGE>

advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

         Section 5.5  TRANSFERS OF STOCK.  Upon surrender to the corporation,
or the transfer agent of the corporation, of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         Section 5.6  FIXING RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, 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 (except action to be taken pursuant
to a written consent of stockholders without a meeting as specifically
contemplated in Section 2.9(b) of Article II), the Board of Directors may fix 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.  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 5.7  REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.


                                      ARTICLE VI
                                  GENERAL PROVISIONS

         Section 6.1  DIVIDENDS.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

         Section 6.2  PAYMENT OF DIVIDENDS.  Before payment of any dividend
there may be set aside out of any funds of the corporation available for
dividends 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 repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.


                                          13
<PAGE>

         Section 6.3  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 6.4  FISCAL YEAR.  The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

         Section 6.5  CORPORATE SEAL.  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware".  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         Section 6.6  MANNER OF GIVING NOTICE.  Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail.  Notice to directors may also be given by facsimile or
telegram.

         Section 6.7  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

         Section 6.8  ANNUAL STATEMENT.  The Board of Directors shall present
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.


                                     ARTICLE VII
                                      AMENDMENTS

         Section 7.1  AMENDMENT BY DIRECTORS OR STOCKHOLDERS.  The Board of
Directors is expressly empowered to adopt, amend or repeal the bylaws of the
corporation, without the approval of the stockholders.  Any adoption, amendment
or repeal of the bylaws of the corporation by the Board of Directors shall
require the approval of a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any resolution providing for adoption, amendment or repeal is
presented to the Board).  The holders of a majority of the stock issued and
outstanding and entitled to vote shall also have power to adopt, amend or repeal
the bylaws of the corporation.


                                          14
<PAGE>

                               CERTIFICATE OF SECRETARY
                                          OF
                                SUNRISE MEDICAL, INC.,
                                A DELAWARE CORPORATION




         I, the undersigned, do hereby certify:

         (1)  That I am the duly elected and acting Secretary of Sunrise
Medical, Inc., a Delaware corporation; and

         (2)  That the foregoing Amended and Restated Bylaws, comprising
fourteen (14) pages, constitute the Bylaws of said corporation as duly adopted
at a meeting of the Board of Directors of said corporation on April 29, 1997.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day
of April, 1997.



                                  ---------------------------------------
                                  Steven A. Jaye
                                  Secretary