Exhibit 3 (ii)


                                    BYLAWS OF


                           MEDICAL NUTRITION USA, INC.



                                     Offices

Registered Office
-----------------

     The registered office of Medical Nutrition USA, Inc. (the "Corporation")
shall be in the City of Wilmington, County of New Castle, State of Delaware. 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.


                                  Stockholders

Annual Meeting
--------------

     An annual meeting of the stockholders of Medical Nutrition USA, Inc. (the
"Corporation"), for the election of directors and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place, on such date, and at such time as the Board of Directors of the
Corporation (the "Board") shall each year fix.


Special Meetings
----------------

     Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by (1) the Board pursuant
to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption), (2) the Chief Executive Officer or (3) the holders of shares entitled
to cast not less than fifty percent (50%) of the votes at the meeting, and shall
be held at such place, on such date, and at such time as they shall fix.
Business transacted at special meetings shall be confined to the purpose or
purposes stated in the notice.

Notice of Meetings
------------------

     Written notice of the place, date, and time of all meetings of the
stockholders shall be given not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation.)

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of the adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

Quorum
------

     At any meeting of the stockholders, the holders of a majority of the
outstanding shares of each class of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law or by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") or Bylaws of this Corporation.
<PAGE>

     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.

Organization
------------

     Such person as the Board may have designated or, in the absence of such a
person, the chief executive officer of the Corporation or, in his absence, the
President of the Corporation or, in his absence, such person as may be chosen by
the holders of a majority of the shares entitled to vote who are present, in
person or by proxy, shall call to order any meeting of the stockholders and act
as chairman of the meeting. In the absence of the Secretary of the Corporation,
the secretary of the meeting shall be such person as the chairman appoints.

Conduct of Business
-------------------

     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

Proxies and Voting
------------------

     At any meeting of the stockholders, every stockholder entitled to vote in
person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting.

     Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.

     All voting, except where otherwise required by law, may be by a voice vote;
provided, however, that upon demand therefore by a stockholder entitled to vote
or by his or her proxy, a stock vote shall be taken. Every stock vote shall be
taken by ballots, each of which shall state the name of the stockholder or proxy
voting and such other information as may be required under the procedure
established for the meeting. Every vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or these Bylaws, all other matters shall be
determined by a majority of the votes cast.

Stock List
----------

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a period of
at least ten (10) 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholder entitled to vote at the meeting and the number of shares held by
each of them.
<PAGE>

Stockholder Action by Written Consent
-------------------------------------

     Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the actions so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents shall
be filed with the secretary of the Corporation and shall be maintained in the
corporate records. Prompt notice of the taking of a corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                               Board of Directors

Number and Term of Office
-------------------------

     Except as otherwise provided in the Certificate of Incorporation of the
Corporation, until such time as the Board of Directors determines otherwise, the
number of directors shall be seven (7). Each director shall hold office until
his successor is elected and qualified or until his earlier death, resignation,
retirement, disqualification or removal.

Vacancies and Newly Created Directorships
-----------------------------------------

     Newly created directorships resulting from (a) any increase in the
authorized number of directors or (b) any vacancies in the Board resulting from
death, resignation, retirement, disqualification, or other cause (other than
removal from office by a vote of the stockholders) may, unless otherwise
provided in the Corporation's Certificate of Incorporation, together with any
applicable voting agreement, if any, be filled by the affirmative vote of the
majority of the directors then in office, though less than a quorum, and
directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders. No decrease in the number of directors constituting the
Board shall shorten the term of any incumbent director.

Removal
-------

     Subject to the limitations stated in the Certificate of Incorporation, any
director, or the entire Board, may be removed from office at any time, with or
without cause, but only by the affirmative vote of the holders of at least a
majority of the voting power of all of the then outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class. Vacancies in the Board resulting from such removal
may be filled by (a) a majority of the directors then in office, though less
than a quorum, or (b) the stockholders at a special meeting of the stockholders
properly called for that purpose, by the vote of the holders of a majority of
the shares entitled to vote at such special meeting. Directors so chosen shall
hold office until the next annual meeting of stockholders.

Regular Meetings
----------------

     Regular meetings of the Board shall be held at such place or places, on
such date or dates, and at such time or times as shall have been established by
the Board and publicized among all directors. A notice of each regular meeting
shall not be required.

Special Meetings
----------------

     Special meetings of the Board may be called by the Chief Executive Officer,
the President or the Chairman of the Board and shall be held in such place, on
such date, and at such time as they or he shall fix. Notice of the place, date,
and time of each such special meeting shall be given each director by whom it is
not waived by mailing written notice not less than two (2) days before the
meeting or by delivering the same personally or by telephone, telecopy,
telegraph, or overnight delivery less than twenty-four (24) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.
<PAGE>

Quorum
------

     At any meeting of the Board, a majority of the total number of authorized
directors shall constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the meeting to
another place, date, or time, without further notice of waiver thereof.

Participation in Meetings by Conference Telephone
-------------------------------------------------

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

Conduct of Business
-------------------

     At any meeting of the Board, business shall be transacted in such order and
manner as the Board may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present, except as
otherwise provided herein or required by law. Action may be taken by the Board
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board.

Powers
------

     The Board may, except as otherwise required by law, exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, including without limiting the generality of the foregoing, the
unqualified power:

         To declare dividends from time to time in accordance with law;

         To purchase or otherwise acquire any property, rights or privileges on
         such terms as it shall determine;

         To authorize the creation, making and issuance, in such form as it may
         determine, of written obligations of every kind, negotiable or
         non-negotiable, secured or unsecured, and to do all things necessary in
         connection therewith;

         To remove any officer of the Corporation with or without cause, and
         from time to time to pass on the powers and duties of any officer upon
         any other person for the time being;

         To confer upon any officer of the Corporation the power to appoint,
         remove and suspend subordinate officers, employees and agents;

         To adopt from time to time such stock option, stock purchase, bonus or
         other compensation plans for directors, officers, employees and agents
         of the Corporation and its subsidiaries as it may determine.

         To adopt from time to time such insurance; retirement, and other
         benefit plans for directors, officers, employees and agents of the
         Corporation and its subsidiaries as it may determine; and

         To adopt from time to time regulations, not inconsistent with these
         Bylaws, for the management of the Corporation's business and affairs.

Compensation of Directors
-------------------------

     Directors, as such, may receive, pursuant to resolution of the Board, fixed
fees and other compensation for their services as directors, including, without
limitation, their services as members of committees of the Board.

Nomination of Director Candidates
---------------------------------

     Nominations for the election of directors may be made by the Board or a
proxy committee appointed by the Board or by any stockholder entitled to vote in
the election of directors.
<PAGE>

                                   Committees

Committees of the Board of Directors
------------------------------------

     The Board, by a vote of a majority of the whole Board, may from time to
time designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. Any committee so designated may exercise the
power and authority of the Board to declare a dividend, to authorize the
issuance of stock or to adopt an agreement of merger or consolidation if the
resolution which designates the committee or a supplemental resolution of the
Board shall so provide. In the absence or disqualification of any member of any
committee and any alternate member is his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or she or they constitute a quorum, may be unanimous vote appoint another
member of the Board to act at the meeting in the place of the absent or
disqualified member.

Conduct of Business
-------------------

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third of the authorized members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all members shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
each committee.

                                    Officers

Generally
---------

     The officers of the Corporation shall consist of a President, a Secretary
and a Treasurer. The Corporation may also have, at the discretion of the Board,
a Chairman of the Board, one or more Vice Presidents, and such other officers as
may from time to time be appointed by the Board. Officers shall be elected by
the Board, which shall consider that subject at its first meeting after every
annual meeting of stockholders. Each officer shall hold office until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. Any number of offices may be held by the same person.

Chairman of the Board
---------------------

     The Chairman of the Board, if there shall be such an officer, shall, if
present, preside at all meetings of the Board, and exercise and perform such
other powers and duties as may be from time to time assigned to him by the Board
or as provided by these Bylaws.

Chief Executive Officer
-----------------------

     Subject to such supervisory powers, if any, as may be given by the Board to
the Chairman of the Board, if there be such an officer, the Chief Executive
Officer shall be the chief operating executive officer of the Corporation and
shall, subject to the control of the Board, have general supervision and
management authority with respect to the day-to-day operation of the business
and officers of the Corporation (other than the Chairman of the Board). He shall
preside at all meetings of the stockholders. He can enter into and execute in
the name of the Corporation contracts or other instruments in or out of the
course of business which is authorized by the Board. He shall be ex officio a
member of all the standing committees, including the executive committee, if
any, and shall have the general powers and duties of management usually vested
in the office of Chief Executive Officer of a Corporation, and shall have such
other powers and duties as may be prescribed by the Board or by these Bylaws.
<PAGE>

President
---------

     Subject to such supervisory powers, if any, as may be given by the Board to
the Chief Executive Officer, if there be such an officer, the President shall be
the chief operating officer of the Corporation and shall, subject to the control
of the Board, have general supervision, direction, and control of the business
and officers of the Corporation (other than the Chairman of the Board and the
Chief Executive Officer), subject to such other reporting lines as may from time
to time be prescribed by the Board or the Chief Executive Officer and shall have
the general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board or these Bylaws.

Vice President
--------------

     In the absence or disability of the President, the Vice President in order
of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, shall perform 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 powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board or these Bylaws.

Treasurer
---------

     The Treasurer shall keep and maintain or cause to be kept and maintained,
adequate and correct books and records of account in written form or any other
form capable of being converted into written form.

     The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such depositaries as may be designated by
the Board. He shall disburse all funds of the Corporation as may be ordered by
the Board, shall render to the President and directors, whenever they request
it, an account of all of these transactions as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board or by these Bylaws.

Secretary
---------

     The Secretary shall keep, or cause to be kept, a book of minutes in written
form of the proceedings of the Board, committees of the Board, and stockholders.
Such minutes shall include all waivers of notice, consents to the holding of
meetings, or approvals of the minutes of meetings executed pursuant to these
Bylaws or the Delaware General Corporation Law. The Secretary shall keep, or
cause to be kept at the principal executive office or at the office of the
Corporation's transfer agent or registrar, a record of its stockholders, giving
the names and addresses of all stockholders and the number and class of shares
held by each.

     The Secretary shall give or cause to be given, notice of all meetings of
the stockholders and of the Board required by these Bylaws or by law to be
given, and shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be prescribed by the
Board or these Bylaws.

Delegation of Authority
-----------------------

     The Board may from time to time delegate the powers or duties of any
officer to any other officers or agents, notwithstanding any provision hereof.

Removal
-------

     Any officer elected by the Board may be removed by the Board with or
without cause. An officer elected by the stockholders may be removed, with or
without cause, only by vote of the stockholders but his authority to act as an
officer may be suspended by the Board for cause. The removal of an officer shall
be without prejudice to his contract rights, if any. Election of an officer
shall not of itself create contract rights.
<PAGE>

Action With Respect to Securities of Other Corporations
-------------------------------------------------------

     Unless otherwise directed by the Board, the President or any officer of the
Corporation authorized by the President shall have power to vote and otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

Resignation
-----------

     An officer may resign by written notice to the Corporation. The resignation
shall be effective upon receipt thereof by the Corporation or at such subsequent
time as shall be specified in the notice of resignation.

Vacancy
-------

     Any vacancy occurring among the officers, however caused, shall be filled
by the Board.

                                      Stock

Certificate of Stock
--------------------

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer, certifying the number of
shares owned by him or her. Any of or all the signatures on the certificate may
be facsimile.

Transfer of Stock
-----------------

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 6.4 of these Bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefore.

Record Date
-----------

     The Board may fix a record date, which shall not be more than sixty (60)
nor fewer than ten (10) days before the date of any meeting of stockholders, nor
more than sixty (60) days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled: to notice of or to vote at any meeting of the stockholders or any
adjournment thereof; to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to any change,
conversion or exchange of stock or with respect to any other lawful action.

Lost, Stolen or Destroyed Certificates
--------------------------------------

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Regulations
-----------

     The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board may establish.

                                    Notices

Notices
-------

     Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance by effectively given by hand
<PAGE>

delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram, mailgram, telecopy
or commercial courier service. Any such notice shall be addressed to such
stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice shall be deemed to be given shall be the time such notice is received by
such stockholder, director, officer, employee or agent, or by any person
accepting such notice on behalf of such person, if hand delivered, or the time
such notice is dispatched, if delivered through the mails or by telegram,
courier or mailgram.

Waivers
-------

     A written waiver of any notice, signed by a stockholder, director, officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need to be specified in such a waiver.
Attendance of a person at a meeting shall constitute a waiver of notice for such
meeting, except when the person 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.

                                  Miscellaneous

Facsimile Signatures
--------------------

     In additional to the provision for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
or a committee thereof.

Corporate Seal
--------------

     The Board may provide a suitable seal, containing the name of the
Corporation, which seal shall be in the charge of the Secretary. If and when so
directed by the Board or a committee thereof, duplicates of the seal may be kept
and used by the Treasurer or by an Assistant Secretary or other officer
designated by the Board.

Reliance Upon Books, Reports and Records
----------------------------------------

     Each director, each member of a committee designed by the Board, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser.

Fiscal Year
-----------

     The fiscal year of the Corporation shall be as fixed by the Board.

Time Periods
------------

     In applying any provision of these Bylaws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.

                    Indemnification of Directors and Officers

Right to Indemnification
------------------------

     Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("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, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee 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
or employee or in any other capacity while serving as a director, officer or
<PAGE>

employee, 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 expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, amounts paid
or to be paid in settlement and amounts expended in seeking indemnification
granted to such person under applicable law, this Bylaw or any agreement with
the Corporation) 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 or employee and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that, except as
provided in Section 9.2, the Corporation shall indemnify any such person seeking
indemnity in connection with an action, suit or proceeding (or part thereof)
initiated by such person only if (a) such indemnification is expressly required
to be made by law, (b) the action, suit or proceeding (or part thereof) was
authorized by the Board, (c) such indemnification is provided by the
Corporation, in its sole discretion, pursuant to the powers vested in the
Corporation under the Delaware General Corporation Law, or (d) the action, suit
or proceeding (or part thereof) is brought to establish or enforce a right to
indemnification under an indemnity agreement or any other statute or law or
otherwise as required under Section 145 of the Delaware General Corporation Law.
Such right shall be a contract right and shall include the right to be paid by
the Corporation expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law then so requires, the payment of such expenses incurred by a
director or officer of the Corporation 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 such
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 should be determined ultimately that such director or officer
is not entitled to be indemnified under this Section or otherwise.

Right of Claimant to Bring Suit
-------------------------------

     If a claim under Section 9.1 is not paid in full by the Corporation within
ninety (90) 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 such suit is not frivolous or
brought in bad faith, 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, has been tendered to this 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, independent legal
counsel, or it 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, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that a claimant has not
met such applicable standard of conduct.

Non-Exclusivity of Rights
-------------------------

     The rights conferred on any person by Sections 9.1 and 9.2 shall not be
exclusive of any other right which such persons may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

Indemnification Contracts
-------------------------

     The Board is authorized to enter into a contract with any director,
officer, employee or agent of the Corporation, or any person serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
employee benefit plans, providing for indemnification rights equivalent to or,
if the Board so determines, greater than, those provided for in this Article IX.
<PAGE>

Insurance
---------

     The Corporation may maintain insurance to the extent reasonably available,
at its expense, to protect itself and any such 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 Delaware General Corporation Law.

Effect of Amendment
-------------------

     Any amendment, repeal or modification of any provision of this Article IX
by the stockholders or the directors of the Corporation shall not adversely
affect any right or protection of a director or officer of the Corporation
existing at the time of such amendment, repeal or modification.

                                   Amendments

     The Board is expressly empowered to adopt, amend or repeal Bylaws of the
Corporation, subject to the right of the stockholders to adopt, amend, alter or
repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of
Bylaws of the Corporation by the Board 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
stockholders shall also have power to adopt, amend or repeal the Bylaws of the
Corporation.
<PAGE>

                     SECRETARY'S CERTIFICATE OF ADOPTION OF
                                  THE BYLAWS OF
                           MEDICAL NUTRITION USA, INC.

I hereby certify:

That I am the duly elected Secretary of Medical Nutrition USA, Inc., a Delaware
corporation (the "Corporation").

That the foregoing Bylaws comprising twelve (12) pages, constitute the Bylaws of
said corporation as duly adopted by the Board of Directors of the Corporation on
March 7, 2003.

IN WITNESS WHEREOF, I have hereunder subscribed my name this 7th day of March,
2003.

                                                /s/ MYRA GANS
                                                --------------------------
                                                Myra Gans
                                                Secretary