**Exhibit 3.5****BYLAWS****OF****SUTURA, INC.**The name of the Company was changed from “Technology Visions Group, Inc.” to “Sutura, Inc.”effective at 5:01 p.m., EDT, on August 19, 2005, pursuant to the Certificate of Merger ofTechnology Visions Group, Inc. and Sutura, Inc. filed with and accepted by the Secretary of Stateof the State of Delaware. These Bylaws were amended and restated effective 5:01 p.m., EDT, onAugust 19, 2005, pursuant to the terms of that certain Agreement and Plan of Merger, dated November22, 2004, by and between Technology Visions Group, Inc. and Sutura, Inc.
 

 
**BYLAWS****OF****SUTURA, INC.****ARTICLE I — OFFICES**          **Section 1:****Principal Offices.** The Board of Directors (the “Board”) of the Corporationshall fix the location of the principal executive office of the Corporation at any place within orwithout the State of Delaware.          **Section 2:****Other Offices.** The Corporation may also have offices at such other placesas the Board may from time to time designate, or as the business of the Corporation may require.**ARTICLE II — STOCKHOLDERS**          **Section 1:****Place of Meetings.** All meetings of the stockholders shall be at any placewithin or without the State of Delaware designated by the Board or by unanimous written consent ofall the persons entitled to vote thereat, given either before or after the meeting. In the absenceof any such designation, stockholders’ meetings shall be held at the principal executive office ofthe Corporation.          **Section 2:****Annual Meetings.** The annual meeting of the stockholders shall be held eachyear on a date and at a time designated by the Board. The date so designated shall be withinthirteen (13) months after the last annual meeting. At each annual meeting, there shall be electeda Board to serve during the ensuing year and until their successors are duly elected and qualified,and such other business shall be transacted as shall properly come before the meeting.          If the annual meeting of the stockholders is not held as herein prescribed, the election ofdirectors may be held at any meeting thereafter called pursuant to these Bylaws.          **Section 3:****Special Meetings.** Special meetings of stockholders may be called at anytime by the Board. Special meetings of stockholders shall be called by the President or Secretaryupon the written request of one or more stockholders who hold in the aggregate at least ten percent(10%) of the shares of the capital stock entitled to vote at the meeting; such request
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must state the purpose or purposes of the proposed meeting. Business transacted at any specialmeeting of stockholders shall be limited to matters relating to the purpose or purposes statedin the notice of meeting.          **Section 4:****Notice of Meetings.** Except as otherwise provided by law, written notice ofeach meeting of stockholders, whether annual or special, shall be given not less than ten (10) normore than sixty (60) days before the date of the meeting to each stockholder entitled to vote atsuch meeting. The notices of all meetings shall state the place, date and hour of the meeting. Thenotice of a special meeting shall state, in addition, the purpose or purposes for which themeeting is called. If mailed, notice is given when deposited in the United States mail, postageprepaid, directed to the stockholder at his address as it appears on the records of theCorporation.          **Section 5:****Record Date.** The Board may fix in advance a date as a record date for thedetermination of the stockholders entitled to notice of or to vote at any meeting of stockholdersor to express consent (or dissent) to corporate action in writing without a meeting, or entitled toreceive payment of any dividend or other distribution or allotment of any rights in respect of anychange, conversion or exchange of stock, or for the purpose of any other lawful action. Such recorddate shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting,nor more than sixty (60) days prior to any other action to which such record date relates.          If no record date is fixed, the record date for determining stockholders entitled to notice ofonto vote at a meeting of stockholders shall be at the close of business on the day before the dayon which notice is given, or, if notice is waived, at the close of business on the day before theday on which the meeting is held. The record date for determining stockholders entitled to expressconsent to corporate action in writing without a meeting, when no prior action by the Board isnecessary, shall be the day on which the first written consent is expressed. The record date fordetermining stockholders for any other purpose shall be at the close of business on the day onwhich the Board adopts the resolution relating to such purpose.          A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Boardmay fix a new record date for the adjourned meeting.          **Section 6:****Quorum.** Except as otherwise provided by law, the Certificate ofIncorporation or these Bylaws, the holders of a majority of the shares of the capital stock ofthe Corporation issued and outstanding and entitled to vote at the meeting, present in person orrepresented by proxy, shall constitute a quorum for the transaction of business.          **Section 7:****Adjournments.** Any meeting of stockholders may be adjourned to another timeand to any other place at which a meeting of stockholders may be held under these Bylaws by thestockholders present or represented at the meeting and entitled to vote, although less than aquorum, or, if no stockholder is present, by any officer entitled to preside at or to act
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as Secretary of such meeting. It shall not be necessary to notify any stockholder of anyadjournment of less than thirty (30) days if the time and place of the adjourned meeting areannounced at the meeting at which adjournment is taken, unless after the adjournment a newrecord date is fixed for the adjourned meeting. At the adjourned meeting, the Corporation maytransact any business which might have been transacted at the original meeting.          **Section 8:****Voting and Proxies.** Each stockholder shall have one vote for each share ofstock entitled to vote held of record by such stockholder and a proportionate vote for eachfractional share so held, unless otherwise provided in the Certificate of Incorporation. Eachstockholder of record entitled to vote at a meeting of stockholders, or to express consent ordissent to corporate action in writing without a meeting, may vote or express such consent ordissent in person or may authorize another person or persons to vote or act for him by writtenproxy executed by the stockholder or his authorized agent and delivered to the Secretary of theCorporation. No such proxy shall be voted or acted upon after three years from the date of itsexecution, unless the proxy expressly provides for a longer period.          **Section 9:****Action at Meeting.** When a quorum is present at any meeting, the holders ofa majority of the stock present or represented and voting on a matter (or if there are two or moreclasses of stock entitled to vote as separate classes, then in the case of each such class, theholders of a majority of the stock of that class present or represented and voting on a matter)shall decide any matter to be voted upon by the stockholders at such meeting, except when adifferent vote is required by express provision of law, the Certificate of Incorporation or theseBylaws. Any election by stockholders shall be determined by a plurality of the votes cast by thestockholders entitled to vote at the election.          **Section 10:****Action Without Meeting.** Any action required or permitted to be taken atany annual or special meeting of stockholders of the Corporation may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forth the action sotaken, is signed by the holders of outstanding stock having not less than the minimum number ofvotes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote on such action were present and voted. Prompt notice of the taking of corporateaction without a meeting by less than unanimous written consent shall be given to thosestockholders who have not consented in writing.**ARTICLE III —****DIRECTORS**          **Section 1:****General Powers.** The business and affairs of the Corporation shall bemanaged by or under the direction of a Board, who may exercise all of the powers of theCorporation except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.In the event of a vacancy in the Board, the remaining directors, except as otherwise provided bylaw, may exercise the powers of the full Board until the vacancy is filled.
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          **Section 2:****Number; Election; Tenure and Qualification.** The Board shall consist offour (4) directors. Each director shall be elected by the stockholders at the annual meeting andshall hold office until the next annual meeting and until his successor is elected and qualified,or until his earlier death, resignation or removal. Directors need not be stockholders of theCorporation.          **Section 3:****Regular Meetings.** Regular meetings of the Board may be held without noticeat such time and place, within or without the State of Delaware, as shall be determined from timeto time by the Board; provided that any director who is absent when such a determination is madeshall be given notice of the determination. A regular meeting of the Board may be held withoutnotice immediately after and at the same place as the annual meeting of stockholders.          **Section 4:****Special Meetings.** Special meetings of the Board may be held at any timeand place, within or without the State of Delaware, designated in a call by the Chairman of theBoard, President, two or more directors, or by one director in the event that there is only asingle director in office.          **Section 5:****Notice of Special Meetings.** Notice of any special meeting of directorsshall be given to each director by the Secretary or by the officer or one of the directors callingthe meeting. Notice shall be given to each director in person, by telephone or by telegram sent totheir business or home address at least forty-eight (48) hours in advance of the meeting, or bywritten notice mailed to his business or home address at least seventy-two (72) hours in advance ofthe meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposesof the meeting.          **Section 6:****Place of Meetings.** Meetings of the Board may be held at any place withinor without the State of Delaware, which has been designated in the notice, or if not stated inthe notice or there is no notice, the principal executive office of the Corporation or asdesignated by the resolution duly adopted by the Board.          **Section 7:****Meetings by Telephone Conference Calls.** Directors or any members of anycommittee designated by the directors may participate in a meeting of the Board or such committeeby means of conference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other, and participation by such means shallconstitute presence in person at such meeting.          **Section 8:****Quorum.** A majority of the number of directors fixed pursuant to Section 2of this Article III shall constitute a quorum at all meetings of the Board; provided, however, ifthere is only one (1) director then in office, one (1) director shall constitute a quorum. In theabsence of a quorum at any such meeting, a majority of the directors present may adjourn themeeting from time to time without further notice other than announcement at the meeting, until aquorum shall be present.
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          **Section 9:****Action at Meeting.** At any meeting of the Board at which a quorum ispresent, the vote of a majority of those present shall be sufficient to take any action, unlessa different vote is specified by law, the Certificate of Incorporation or these Bylaws.          **Section 10:****Action Without Meeting.** Any action required or permitted to be taken atany meeting of the Board or of any committee of the Board may be taken without a meeting, if allmembers of the Board or committee, as the case may be, consent to the action in writing, and thewritten consents are filed with the minutes of proceedings of the Board or committee.          **Section 11:****Removal.** Any director or the entire Board may be removed, with or withoutcause, by the holders of a majority of the shares then entitled to vote at an election ofdirectors.          **Section 12:****Vacancies.** Unless and until filled by the stockholders, any vacancy inthe Board, however occurring, including a vacancy resulting from an enlargement of the Board,may be filled by vote of a majority of the directors then in office, although less than aquorum, or by a sole remaining director. A director elected to fill a vacancy shall be electedfor the unexpired term of his predecessor in office, or a director chosen to fill a positionresulting from an increase in the number of directors shall hold office until the next annualmeeting of stockholders and until his successor is elected and qualified, or until his earlierdeath, resignation or removal.          **Section 13:****Resignation.** Any director may resign by delivering his writtenresignation to the Corporation at its principal office or to the President or Secretary. Suchresignation shall be effective upon receipt unless it is specified to be effective at some othertime or upon the happening of some other event.          **Section 14:****Compensation for Directors.** Directors may be paid such compensation fortheir services and such reimbursement for expenses of attendance at meetings as the Board may fromtime to time determine. No such payment shall preclude any director from serving the Corporationor any of its parent or subsidiary corporations in any other capacity and receiving compensationfor such service.          **Section 15:****Committees.** The Board may by resolution designate one or more committees,each committee to consist of one or more directors. The Board may designate one or more directorsas alternate members of any committee, who may replace any absent member at any meeting of thecommittee. If a member of a committee is absent, the other member or members of the committeepresent at the meeting, whether or not he or they constitute a quorum, may unanimously appointanother member of the Board to act at the meeting in the place of any such absent member. Any suchcommittee, to the extent provided in the resolution of the Board and subject to Section 141(c) ofthe General Corporation Law of the State of Delaware, shall have and may exercise all the powersand authority of the Board in the management of the
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business and affairs of the Corporation and may authorize the seal of the Corporation to beaffixed to all papers which may require it. Each such committee shall keep minutes and make suchreports as the Board may from time to time request. Except as the Board may otherwise determine,any committee may make rules for the conduct of its business, but unless otherwise provided bythe directors or in such rules, its business shall be conducted as nearly as possible in thesame manner as is provided in these Bylaws for the Board.          **Section 16:****Meetings and Action of Committees.** Meetings and action of committeesshall be governed by, and held and taken in accordance with, the provisions of Article III ofthese Bylaws dealing with meetings of directors, with such changes in the context of those Bylawsas are necessary to substitute the committee and its members for the Board and its members, exceptthat the time of regular meetings of committees may be determined either by resolution of theBoard or by resolution of the committee. Special meetings of committees may also be called byresolution of the Board, and notice of special meetings of committees shall also be given to allalternate members, who shall have the right to attend all meetings of the committee. The Board mayadopt rules for the governance of any committee not inconsistent with the provisions of theseBylaws.**ARTICLE IV — OFFICERS**          **Section 1:****Enumeration.** The officers of the Corporation shall consist of a President,a Secretary, a Treasurer and such other officers with such other titles as the Board shalldetermine, including a Chairman of the Board, a Vice-Chairman of the Board, and one or more VicePresidents, Controller, Assistant Treasurers, Assistant Secretaries, and Assistant Controllers. TheBoard may appoint such other officers as it may deem appropriate.          **Section 2:****Election.** The President, Treasurer and Secretary shall be elected by theBoard at its first meeting following the annual meeting of stockholders. Other officers may beappointed by the Board at such meeting or at any other meeting.          **Section 3:****Qualification.** The President need not be a director. No officer need bea stockholder. Any two or more offices may be held by the same person.          **Section 4:****Tenure.** Except as otherwise provided by law, by the Certificate ofIncorporation or by these Bylaws, each officer shall hold office until his successor is elected andqualified, unless a different term is specified in the vote choosing or appointing him, or untilhis earlier death, resignation or removal.          **Section 5:****Resignation and Removal.** Any officer may resign by delivering his writtenresignation to the Corporation at its principal office or to the President or Secretary. Suchresignation shall be effective upon receipt unless it is specified to be effective at some othertime or upon the happening of some other event.
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          The Board, or a committee duly authorized to do so, may remove any officer with or withoutcause. Except as the Board may otherwise determine, no officer who resigns or is removed shallhave any right to any compensation as an officer for any period following his resignation orremoval, or any right to damages on account of such removal, whether his compensation be by themonth or by the year or otherwise, unless such compensation is expressly provided in a dulyauthorized written agreement with the Corporation.          **Section 6:****Vacancies.** The Board may fill any vacancy occurring in any office for anyreason and may, in its discretion, leave unfilled for such period as it may determine any officesother than those of President, Treasurer and Secretary. Each such successor shall hold office forthe unexpired term of his predecessor and until his successor is elected and qualified, or untilhis earlier death, resignation or removal.          **Section 7:****Chairman of the Board and Vice-Chairman of the Board.** If the Boardappoints a Chairman of the Board, he shall, when present, preside at all meetings of the Board. Heshall perform such duties and possess such powers as are usually vested in the office of theChairman of the Board or as may be vested in him by the Board. If the Board appoints aVice-Chairman of the Board, he shall, in the absence or disability of the Chairman of the Board,perform the duties and exercise the powers of the Chairman of the Board and shall perform suchother duties and possess such other powers as may from time to time be vested in him by the Board.          **Section 8:****President.****The**President shall be the chief operating officer of theCorporation, unless otherwise directed by the Board. He shall also be the chief executive officerof the Corporation unless such title is assigned to a Chairman of the Board. The President shall,subject to the direction of the Board, have general supervision and control of the business of theCorporation. Unless otherwise provided by the directors, he shall preside at all meetings of thestockholders and of the Board (except as provided in Section 7 of this Article IV). The Presidentshall perform such other duties and shall have such other powers as the Board may from time totime prescribe.          **Section 9:****Vice Presidents.** Any Vice President shall perform such duties and possesssuch powers as the Board or the President may from time to time prescribe. In the event of theabsence, inability or refusal to act as the President, the Vice President (or if there shall bemore than one, the Vice Presidents in the order determined by the Board) shall perform the dutiesof the President and when so performing shall have all the powers of and be subject to all therestrictions upon the President. The Board may assign to any Vice President the title of ExecutiveVice President, Senior Vice President or any other title selected by the Board.          **Section 10:****Secretary and Assistant Secretary.** The Secretary shall perform suchduties and shall have such powers as the Board or the President may from time to time pre-scribe.In addition, the Secretary shall perform such duties and have such powers as are incident to theoffice of the secretary, including without limitation the duty and power to give notices of all
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meetings of stockholders and special meetings of the Board, to attend all meetings of stockholdersand the Board and keep a record of the proceedings, to maintain a stock ledger and prepare lists ofstockholders and their addresses as required, to be custodian of corporate records and thecorporate seal and to affix and attest to the same on documents.          Any Assistant Secretary shall perform such duties and possess such powers as the Board, thePresident or the Secretary may from time to time prescribe. In the event of the absence,inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be morethan one, the Assistant Secretaries in the order determined by the Board) shall perform theduties and exercise the powers of the Secretary.          In the absence of the Secretary or any Assistant Secretary at any meeting of stockholdersor directors, the person presiding at the meeting shall designate a temporary secretary tokeep a record of the meeting.          **Section 11:****Treasurer and Assistant Treasurer.** The Treasurer may also be designatedby the alternate title of “Chief Financial Officer”. The Treasurer shall perform such duties andshall have such powers as may from time to time be assigned to him by the Board or the President.In addition, the Treasurer shall perform such duties and have such powers as are incident to theoffice of treasurer, including without limitation the duty and power to keep and be responsiblefor all funds and securities of the Corporation, to deposit funds of the Corporation indepositories selected in accordance with these Bylaws, to disburse such funds as ordered by theBoard, to make proper accounts of such funds, and to render as required by the Board statements ofall such transactions and of the financial condition of the Corporation.          The Assistant Treasurers shall perform such duties and possess such powers as the Board, thePresident or the Treasurer may from time to time prescribe. In the event of the absence,inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be morethan one, the Assistant Treasurers in the order determined by the Board) shall perform the dutiesand exercise the powers of the Treasurer.          **Section 12:****Controller and Assistant Controllers.** The Controller shall be the chiefaccounting officer of the Corporation. He shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation in accordance with accepted accounting methodsand procedures. He shall initiate periodic audits of the accounting records, methods and systemsof the Corporation. He shall render to the Board, the Chairman and the President, as and whenrequired by them, or any of them, a statement of the financial condition of the Corporation.          The Assistant Controllers shall perform such duties and possess such powers as the Board, thePresident or the Controller may from time to time prescribe. In the event of the absence,inability or refusal to act of the Controller, the Assistant Controller (or if there shall be morethan one, the Assistant Controllers in the order determined by the Board) shall perform the dutiesand exercise the powers of the Controller.
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          **Section 13:****Bonded Officers.** The Board may require any officer to give theCorporation a bond in such sum and with such surety or sureties as shall be satisfactory to theBoard upon such terms and conditions as the Board may specify, including without limitation abond for the faithful performance of his duties and for the restoration to the Corporation of allproperty in his possession or under his control belonging to the Corporation.          **Section 14:****Salaries.** Officers of the Corporation shall be entitled to suchsalaries, compensation or reimbursement as shall be fixed or allowed from time to time by theBoard.**ARTICLE V — CAPITAL STOCK**          **Section 1:****Issuance of Stock.** Unless otherwise voted by the stockholders and subjectto the provisions of the Certificate of Incorporation, the whole or any part of any unissuedbalance of the authorized capital stock of the Corporation held in its treasury may be issued,sold, transferred or otherwise disposed of by vote of the Board in such manner, for suchconsiderationand on such terms as the Board may determine.          **Section 2:****Certificates of Stock.** Every holder of stock of the Corporation shall beentitled to have a certificate, in such form as may be prescribed by law and by the Board,certifying the number and class of shares owned by him in the Corporation. Each such certificateshall be signed by, or in the name of the Corporation by, the Chairman or Vice-Chairman, if any, ofthe Board, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, orthe Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on thecertificate may be a facsimile.          Each certificate for shares of stock which are subject to any restriction on transfer pursuantto the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement amongany number of shareholders or among such holders and the Corporation shall have conspicuously notedon the face or back of the certificate either the full text of the restriction or a statement ofthe existence of such restriction.          **Section 3:****Transfers.** Subject to the restrictions, if any, stated or noted on thestock certificates, shares of stock may be transferred on the books of the Corporation by thesurrender to the Corporation or its transfer agent of the certificate representing such sharesproperly endorsed or accompanied by a written assignment or power of attorney properly executed,and with such proof of authority or the authenticity of signature as the Corporation or itstransfer agent may reasonably require. Except as may be otherwise required by law, by theCertificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat therecord holder of stock as shown on its books as the owner Of such stock for all purposes, includingthe payment of dividends and the right to vote with respect to such stock, regardless of
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any transfer, pledge or other disposition of such stock until the shares have been transferredon the books of the Corporation in accordance with the requirements of these Bylaws.          **Section 4:****Lost, Stolen or Destroyed Certificates.** The Corporation may issue a newcertificate of stock in place of any previously issued certificate alleged to have been lost,stolen, or destroyed, upon such terms and conditions as the Board may prescribe, including thepresentation of reasonable evidence of such loss, theft or destruction and the giving of suchindemnity as the Board may require for the protection of the Corporation or any transfer agent orregistrar.**ARTICLE VI — INDEMNIFICATION**          The Corporation shall, to the fullest extent permitted by Section 145 of the GeneralCorporation Law of Delaware, as that Section may be amended and supplemented from time to time,indemnify any director, officer or trustee which it shall have power to indemnify under the Sectionagainst any expenses, liabilities or other matters referred to in or covered by that Section. Theindemnification provided for in this Article (i) shall not be deemed exclusive of any other rightsto which those indemnified may be entitled under any Bylaw, agreement or vote of stockholders ordisinterested directors or otherwise, both as to action in their official capacities and as toaction in another capacity while holding such office, (ii) shall continue as to a person who hasceased to be a director, officer or trustee and (iii) shall inure to the benefit of the heirs,executors and administrators of such a person. The Corporation’s obligation to provideindemnification under this Article shall be offset to the extent of any other source ofindemnification or any otherwise applicable insurance coverage under a policy maintained by theCorporation or any other person.          Expenses incurred by a director of the Corporation in defending a civil or criminal action,suit or proceeding by reason of the fact that he is or was a director of the Corporation (or wasserving at the Corporation’s request as a director or officer of another corporation) shall bepaid by the Corporation in advance of the final disposition of such action, suit or proceedingupon receipt of an undertaking by or on behalf of such director to repay such amount if it shallultimately be determined that he is not entitled to be indemnified by the Corporation asauthorized by relevant sections of the General Corporation Law of Delaware.          To assure indemnification under this Article of all such persons who are determined by theCorporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of theCorporation which may exist from time to time, such Section 145 shall, for the purposes of thisArticle, be interpreted as follows: an “other enterprise” shall be deemed to include such anemployee benefit plan, including, without limitation, any plan of the Corporation which is governedby the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended fromtime to time; the Corporation shall be deemed to have requested a person to serve an employeebenefit plan where the performance by such person of his duties to the Corporation also imposesduties on, or otherwise involves services by, such person to the plan or participants orbeneficiaries of the plan; excise taxes assessed on a person with respect to an
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employee benefit plan pursuant to such Act of Congress shall be deemed “fines”; and action takenor omitted by a person with respect to an employee benefit plan in the performance of suchperson’s duties for a purpose reasonably believed by such person to be in the interest of theparticipants and beneficiaries of the plan shall be deemed to be for a purpose which is notopposed to the best interests of the Corporation.**ARTICLE**VII — **GENERAL PROVISIONS**          **Section 1:****Fiscal Year.** Except as from time to time otherwise designated by theBoard, the fiscal year of the Corporation shall end on December 31.          **Section 2:****Corporate Seal.** The corporate seal shall be in such form as shall beapproved by the Board.          **Section 3:****Execution of Instruments.** The President or the Treasurer shall have powerto execute and deliver on behalf and in the name of the Corporation any instrument requiring thesignature of an officer of the Corporation, except as otherwise provided in these Bylaws, or wherethe execution and delivery of such an instrument shall be expressly delegated by the Board to someother officer or agent of the Corporation.          **Section 4:****Waiver of Notice.** Whenever any notice whatsoever is required to be givenby law, by the Certificate of Incorporation or by these Bylaws, a waiver of such notice either inwriting signed by the person entitled to such notice or such person’s duly authorized attorney, orby telegraph, cable or any other available method, whether before, at or after the time stated insuch waiver, or the appearance of such person or persons at such meeting in person (except anappearance to protest the lack or inadequacy of notice) or by proxy, shall be deemed equivalent tosuch notice.          **Section 5:****Voting of Securities.** Except as the directors may otherwise designate,the President or Treasurer may waive notice of, and act as, or appoint any person or persons toact as, proxy or attorney-in-fact for this Corporation (with or without power of substitution)at, any meeting of stockholders or shareholders of any other corporation or organization, thesecurities of which may be held by this Corporation.          **Section 6:****Evidence of Authority.** A certificate by the Secretary, or an AssistantSecretary, or a temporary Secretary, as to any action taken by the stockholders, directors, acommittee or any officer or representative of the Corporation shall as to all persons who relyon the certificate in good faith be conclusive evidence of such action.          **Section 7:****Certificate of Incorporation.** All references in these Bylaws to theCertificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of theCorporation, as amended and in effect from time to time.
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          **Section 8:****Transactions with Interested Parties.** No contract or transaction betweenthe Corporation and one or more of the directors or officers, or between the Corporation and anyother corporation, partnership, association, or other organization in which one or more of thedirectors or officers are directors or officers, or have a financial interest, shall be void orvoidable solely for this reason, or solely because the director or officer is present at orparticipates in the meeting of the Board or a committee of the Board which authorizes the contractor transaction or solely because his or their votes are counted for such purpose, if:               (1) The material facts as to his relationship or interest and as to the contract ortransaction are disclosed or are known to the Board or the committee, and the Board or committeein good faith authorizes the contract or transaction by the affirmative votes of a majority ofthe disinterested directors, even though the disinterested directors be less than a quorum;               (2) The material facts as to his relationship or interest and as to the contract ortransaction are disclosed or are known to the stockholders entitled to vote thereon, and thecontract or transaction is specifically approved in good faith by vote of the stockholders; or               (3) The contract or transaction is fair as to the Corporation as of the time it isauthorized, approved or ratified, by the Board, a committee of the Board, or the stockholders.          Common or interested directors may be counted in determining the presence of a quorum at ameeting of the Board or of a committee which authorizes the contract or trans-action.          **Section 9:****Severability.** Any determination that any provision of these Bylaws isfor any reason inapplicable, illegal or ineffective shall not affect or invalidate any otherprovision of these Bylaws.          **Section 10:****Pronouns.** All pronouns used in these Bylaws shall be deemed to refer tothe masculine, feminine or neuter, singular or plural, as the identity of the person or personsmay require.**ARTICLE VIII — AMENDMENTS**          **Section 1:****By the Board of Directors.** These Bylaws may be altered, amended orrepealed or new bylaws may be adopted by the affirmative vote of a majority of the directorspresent at any regular or special meeting of the Board at which a quorum is present.          **Section 2:****By the Stockholders.** These Bylaws may be altered, amended or
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repealed or new bylaws may be adopted by the affirmative vote of the holders of a majority of theshares of the capital stock of the Corporation issued and outstanding and entitled to vote at anyregular meeting of stockholders, or at any special meeting of stockholders, provided notice of suchalteration, amendment, repeal or adoption of new bylaws shall have been stated in the notice ofsuch special meeting.
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          **CERTIFICATE OF SECRETARY**The undersigned, does herebycertify that: 1. I am the duly elected, acting and qualified Secretary of Sutura, Inc., aDelaware corporation (the “Corporation”); and  2. The attached Bylaws, as amended and restated effective 5:01 p.m., EDT, onAugust 19, 2005, comprising 13 pages, are the true and complete copy of the Bylaws ofthe Corporation as in effect on the date hereof.         Anthony Nobles