BY-LAWS
 OF
 AN-CON
MEDICAL SYSTEMS, INC.
 
 
 ARTICLE
I - OFFICES
 
 
 The
office of the Corporation shall be located in the City and State designated in
the Articles of Incorporation. The Corporation may also maintain offices at such
other places within or without the United States as the Board of Directors may,
from time to time, determine.
 
 
 ARTICLE
II - MEETING OF SHAREHOLDERS
 
 Section
1 - Annual Meetings:
 
 The
annual meeting of the shareholders of the Corporation shall be held within five
months after the close of the fiscal year of the Corporation, for the purpose of
electing directors, and transacting such other business as may properly come
before the meeting.
 
 Section
2 - Special Meetings:
 
 Special
meetings of the shareholders may be called at any time by the Board of Directors
or by the President, and shall be called by the President or the Secretary at
the written request of the holders of ten per cent (10%) of the shares then
outstanding and entitled to vote thereat, or as otherwise required under the
provisions of the Business Corporation Act.
 
 Section
3 - Place of Meetings:
 
 All
meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
 
 
 
  
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  Section 4 - Notice of Meetings:
  (a)
    Except
      as otherwise provided by Statute, written notice of each meeting of
      shareholders, whether annual or special, stating the time when and place
      where it is to be held, shall be served either personally or by mail, not
      less than ten or more than fifty days before the meeting, personally or by
      mail, not less than ten or more than fifty days before the meeting, upon
      each shareholder of record entitled to vote such meeting, and to any other
      shareholder to whom the giving of notice may be required by law. Notice o£
      a special meeting shall also state the purpose of purposes for which the
      meeting is called, and shall indicate that it is being issued by, or at
      the direction o£, the person or persons calling the meeting. If, at any
      meeting, action is proposed to be taken that would, if taken, entitle
      sharehold-ers to receive payment for their shares pursuant to Statute, the
      notice of such meeting shall includea
      statement of that purpose and to that effect. If mailed, such notice shall
      be directed to each such shareholder at his address, as it appears on the
      records of the shareholders of the Corporation, unless he shall have
      previously filed with the Secretary of the Corporation a written request
      that notices intended for him be mailed to some otheraddress,in
      which case, it shall be mailed to the address designated in such
      request.
 (b)
    Notice
      of any meeting need not be given to any person who may become a
      shareholder of record after the mailing of such notice and prior to the
      meeting, or to any shareholder who attends such meeting, in person or by
      proxy, or to any shareholder who, in person or by proxy, submits a signed
      waiver of notice either before or after such meeting. Notice of any
      adjourned meeting of shareholders need not be given, unless otherwise
      required by statute.
 
  Section
5 - Quorum:
  (a)
    Except
      as otherwise provided herein, or by statute, or in the Certificate of
      incorporation (such Certificate and any amendments thereof being
      hereinafter collectively referred to as the “Certificate of
      Incorporation”), at all meetings of shareholders of the Corporation, the
      presence at the commencement of such meetings in person or by proxy of
      shareholders holding of record a majority of the total number of shares of
      the Corporation then issued and outstanding and entitled to vote, shall be
      necessary and sufficient to constitute a quorum for the transaction of any
      business. The withdrawal of any shareholder after the commencement of a
      meeting shall have no effect on the existence of a quorum, after a quorum
      has been establishedatsuch
      meeting.
 
  (b)
    Despite
      the absence of a quorum at any annual or special meeting of shareholders,
      the shareholders, by a majority of the votes cast by the holders of shares
      entitled to vote thereon, may adjourn the meeting. At any such adjourned
      meeting at which a quorum is present, any business may be transacted at
      the meeting as originally called if a quorum had been
    present.
  
  
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 Section
6 - Voting:
  (a)
    Except
      as otherwise provided by statute or by the Certificate of Incorporation,
      any corporate action, other than the election of directors, to be taken by
      vote of the shareholders, shall be authorized by a majority of votes cast
      at a meeting of shareholders by the holders o£ shares entitled to vote
      thereon.
  (b)
    Except
      as otherwise provided by statute or by the Certificate of incorporation,
      at each meeting of shareholders, each holder of record of stock of the
      Corporation entitled to vote thereat, shall be entitled to one vote for
      each share of stack registered in his name on the books of the
      Corporation.
 
 (c)
    Each
      shareholder entitled to vote or to express consent or dissent without a
      meeting, may do so by proxy; provided, however, that the instrument
      authorizing such proxy to act shall have been executed in writing by the
      shareholder himself, or by his attorney-in-fact thereunto duly authorized
      in writing.Noproxy
      shall be valid after the expiration of eleven months from the date of its
      execution, unless the person executing it shall have specified therein the
      length of time it is to continue in farce. Such instrument shall be
      exhibited to the Secretary at the meeting and shall be filed with the
      records of the Corporation.
 
 (d)
    Any
      resolution in writing, signed by all of the shareholders entitled to vote
      thereon, shall be and constitute action by such shareholders to the effect
      therein expressed, with the same force and effect as if the same had been
      duly passed by unanimous vote at a duly called meeting o£ shareholders and
      such resolution so signed shall be inserted in the Minute Book of the
      Corporation under its proper date.
 
 ARTICLE
III - BOARD OF DIRECTORS
 
 Section
1 - Number, Election and Term of Office:
 
 (a)
    The
      number of the directors of the Corporation shall be no more than seven
      (7), unless and until otherwise determined by vote of a majority of the
      entire Board of Directors. The number of Directors shall not be less than
      three, unless all of the outstanding shares are owned beneficially and of
      record by less shareholders, in which event the number of directors shall
      not be less than the number of shareholders permitted by
      statute.
 
 (b)
    Except
      as may otherwise be provided herein or in the Certificate of
      Incorporation, the members of the Board of Directors of the Corporation,
      who need not be shareholders. Shall be elected by a majority of the votes
      cast at a meeting o£ shareholders, by the holders of shares, present in
      person or by proxy, entitled to vote in the
election.
 
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 (c)
    Each
      director shall hold office until the annual meeting of the shareholders
      next succeeding his election, and until his successor is elected and
      qualified, or until his prior death, resignation or
    removal.
 
 Section
2 - Duties and Powers:
 
 The Board
of Directors shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except as are in the Certificate of Incorporation or by statute
expressly conferred upon or reserved to the shareholders.
 
 Section
3 - Annual and Regular Meetings Notice:
 
 (a)
    A
      regular annual meeting of the Board of Directors shall he held immediately
      following the annual meeting of the share-holders, at the place of such
      annual meeting o£ shareholders.
 
 (b)
    The
      Board of Directors, from time to time, may provide by resolution for the
      holding of other regular meetings of the Board of Directors, and may fix
      the time and place thereof.
 
 (c)
    Notice
      of any regular meeting of the Board of Directors shall not be required to
      be given and, if given, need notspecify
      the purpose of the meeting; provided, however, that in case the Board of
      Directors shall fix or change the time or place of any regular meeting,
      notice of such action shall be given to each director who shall not have
      been present at the meeting at which such action was taken within the time
      limited, and in the manner set forth in paragraph (b) Section 4 of this
      Article III, with respect to special meetings, unless such notice shall be
      waived in the manner set forth in paragraph (c) of such Section
      4.
 
 S ection
4 - Special Meetings Notice:
 
 (a)
    Special
      meetings of the Board of Directors shall be held whenever called by the
      President or by one of the directors, at such time and place as may be
      specified in the respective notices or waivers of notice
      thereof.
 
 (b)
    Except
      as otherwise required by statute, notice of special meetings shall be
      mailed directly to each director, addressed to him at his residence or
      usual place of business, at least two (2) days before the day on which the
      meeting is to be held, or shall be sent to him at such place by telegram,
      radio or cable, or shall be delivered to him personally or given to him
      orally, not later than the day before the day on which the meeting is to
      be held. A notice, or waiver of notice, except as required by Section 8 of
      this Article III, need not specify the purpose of the
    meeting.
 
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 (c)
    Notice
      of any special meeting shall not be required to be given to any director
      who shall attend such meeting without protesting prior thereto or at its
      commencement, the lack of notice to him, or who submits a signed waiver of
      notice, whether before or after the meeting. Notice of any adjourned
      meeting shall not be required to be given.
 
 Section
5 - Chairman
 
 All
meetings of the Board of Directors, the Chairman of the Board, if any and if
present, shall preside. If there shall be no Chairman, or he shall be absent,
then ** the
President shall preside, and in his absence, a Chairman chosen by the directors
shall preside.
 
 Section
6 - Quroum and Adjournments:
 
 (a)
    At
      a11 meetings of the Board of Directors, the presence ofa
      majority of the entire Board shall be necessary and sufficient to
      constitute a quorum for the transaction of business, except as otherwise
      provided by law, by the Certificate of Incorporation, or by these
      By-Laws.
 
 (b)
    A
      majority of the directors present at the time and place of any regular or
      special meeting, although less than a quorum, may adjourn the same from
      time to time without notice, until a quorum shall be
    present.
 
 Section
7 - Manner of Acting:
 
 (a)
    At
      all meetings of the Board of Directors, each director present shall have
      one vote, irrespective of the number of shares of stock, if any, which he
      may hold.
 
 (b)
    Except
      as otherwise provided by statute, by the Certificate of Incorporation, or
      by these By-Laws, the action of a majority of the directors present at any
      meeting at which a quorum is present shall be the act of the Board of
      Directors. Any action authorized, in writing, by all of the directors
      entitled to vote thereon and filed with the minutes of the corporation
      shall be the act of the Board of Directors with the same force and effect
      as if the same had been passed by unanimous vote at a duly called meeting
      of the Board.
 
 Section
8 - Vacancies:
 
 Any
vacancy in ** the Board
of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the
 
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 meeting
at it which the removal was effected) or inability to act of a ny director,
or otherwise, shall be filled for the unexpired portion of the term by a
majority vote of the remaining directors, though less than a quorum, at any
regular meeting or special meeting of the Board of Directors called for that
purpose.
 
 Section
9 - Resignation:
 
 Any
director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.
 
 Section
10 - Removal:
 
 Any
director may be removed with or without cause at any time by the affirmative
vote of shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the corporation at a special meeting of the
shareholders called for that purpose, and may be removed for cause by action of
the Board.
 
 Section
II - Salary:
 
 No stated
salary shall *be* paid to
directors, as such, for their services, but by resolution of the Board of
Directors a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board; provided, however,
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
 
 Section
12 - Contracts:
 
 (a)
    No
      contract or other transaction**between
      this Corporation and any other Corporation shall be impaired, affected or
      invalidated, nor shall any director be liable in any way by reason of the
      fact that any one or more of the directors of this Corporation is or are
      interested in, or is a director or officer, or are directors or officers
      of such other Corporation, provided that such facts are disclosed or made
      known to the Board of Directors.
 
  
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 (b)
    Any
      director, personally and individually, may be a party to or may be
      interested in any contract or transaction of this Corporation, and no
      director shall be liable in any way by reason of such interest, provided
      that the fact of such interest be disclosed or made known to the Board of
      Directors, and provided that the Board of Directors shall authorize,
      approve or ratify such contract or transaction by the vote (not counting
      the vote of any such director) of a majority of a quorum, notwithstanding
      the presence of any such director at the meeting at which such action is
      taken. Such director or directors may be counted in determining the
      presence of a quorum at such meeting. This Section shall not be construed
      to impair or invalidate or in any way affect any contract or other
      transaction which would otherwise be valid under the law (common,
      statutory or otherwise) applicable
thereto,
 Section
13 - Committees:
 
 The Board
of Directors, by resolution adopted by a majority of the entire Board, may from
time to time designate from an among its members an executive committee and such
other committees, and alternate members thereof, as they may deem desirable,
each consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
 
 ARTICLE
IV- OFFICERS
 
 Section
1 - Number, Qualifications, Election and Term of office :
 
 (a)
    The
      officers of the Corporation shall consist of a President, a Secretary, a
      Treasurer, and such other officers, including a Chairman of the Board of
      Directors, and one or more Vice Presidents,**as
      the Board of Directors may from time to time deem advisable. Any officer
      other than the Chairman of the Board of Directors may be, but is not
      required to be, a director of the Corporation. Any two or more off ices
      may be held by the same person.
 
 (b)
    The
      officers of the Corporation shall be elected by the Board of Directors at
      the regular annual meeting of the Board following the annual meeting of
      shareholders.
 
 (c)
    Each
      officer shall hold office until the annual meeting the Board of Directors
      next succeeding his election, and until his**successor
      shall have been elected and qualified, or until his death, resignation or
      removal.
 
 Section
2 - Resignation:
 
 Any
officer may resign at any time by giving written notice of such resignation to
the Board of Directors, or to the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation shall
take effect upon receipt hereof by the Board of
 
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 Directors
or by such officer, and the acceptance of such resignation shall not be
necessary to make it effective.
 
 Section
3 - Removal:
 
 Any
officer may be removed, either with or without cause, and a successor elected by
a majority vote of the Board of Directors at any time.
 
 Section
4 - Vacancies:
 
 A vacancy
in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of
Directors.
 
 Section
5 - Duties of Officers:
 
 Officers
of the Corporation shall, unless otherwise provided by the Board of Directors,
each have such powers and duties as gen-erally pertain to their respective
offices as well as such powers  and
duties as may be set forth in these by-laws, or may from time to time be
specifically conferred or imposed by the Hoard of Directors. The President shall
be the chief executive officer of the Corporation.
 
 Section
6 - Sureties and Bonds:
 
 In case
the Board of Directors shall so require, any officer employee or agent of the
Corporation shall execute to the Corporation a bond in such sum, and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including responsibility
for negligence and for the accounting for all property, funds or securities of
the Corporation which may come into his hands.
 
 Section
7 - Shares of Other Corporations:
 
 Whenever
the Corporation is the holder of shares of any other Corporation, any right or
power of the Corporation as such shareholder (including the attendance, acting
and voting at shareholders’ meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corpora-tion by the
President, any Vice President, or such other person as the Board of Directors
may authorize.
 
 
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 ARTICLE
V - SHARES OF STOCK
 
 Section
1 - Certificate of Stock:
 
 (a)
    The
      Certificates representing share of the Corporation shall be in such form
      as shall be adopted by the Board of Directors, and shall be numbered and
      registered in the order issued. They shall bear the holder's name and the
      number of shares, and shall be signed by (i) the Chairman of the Board or
      the President or a Vice President, and (ii) the Secretary or Treasurer, or
      any Assistant Secretary or Assistant Treasurer, and shall bear the
      corporate seal.
 
 (b)
    No
      certificate representing shares shall be issued until the full amount of
      consideration therefore has been paid, except as otherwise permitted by
      law.
 
 (c)
    To
      the extent permitted by law, the Board of Directors may authorize the
      issuance of certificates for fractions of a share which shall entitle the
      holder to exercise voting rights, receive dividends and participate in
      liquidating distributions, proportion to the fractional holdings; or it
      may authorize the payment in cash of the fair value of fractions of a
      share as of the time when those entitled to receive such fractions are
      determined; or it may authorize the issuance, subject to such conditions
      as may be permitted by law, of scrip in registered or bearer form over the
      signature of an officer or agent of the Corporation, exchangeable as
      therein provided for full shares, but such scrip shall not entitle the
      holder to any rights a£ a shareholder, except as therein
      provided.
 
 Section
2 - Lost or Destroyed Certificates:
 
 The
holder of any certificate representing shares of the Corporation shall immediately notify
the Corporation of any loss or destruction of the certificate representing the
same. The Cor-poration may issue a new certificate in the place of any
certi-ficate theretofore issued by it, alleged to have been last or destroyed.
On production of such evidence of loss or destruction as the Board of Directors
in its discretion may require, the Board of Directors may, in its discretion,
require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer an account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.
 
 Section
3 - Transfers of Shares:
 
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 (a)
    Transfers
      of shares of the Corporation shall be made on the share records of the
      Corporation only by the holder of record thereof, in person or by his duly
      authorized attorney, upon surrender for cancellation of the certificate or
      certificates representing such shares, with an assignment or power of
      transfer endorsed thereon or delivered therewith, duly executed, with such
      proof of the authenticity of the signature and of authority to transfer
      and of payment of transfer taxes as the Corporation or its agents may
      require.
 
 (b)
    The
      Corporation shall be entitled to treat the holder of record of any share
      or shares as the absolute owner thereof for all purposes and, accordingly,
      shall not be bound to recognize any legal, equitable or other claim to, or
      interest in, such share or shares on the part of any other person, whether
      or not it shall have express or other notice thereof, except as otherwise
      expressly provided by law.
 
 Section
4 - Record Date:
 
 In lieu
of closing the share records of the Corporation, the Board of Directors may fix,
in advance, a date not exceeding fifty days, nor less than ten days, as the
record date for the determination of shareholders entitled to receive notice of,
or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice o£ or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day an which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adapted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.
 
 ARTICLE
VI - DIVIDENDS
 
 Subject
to applicable law, dividends may be declared and paid out of any funds available
therefor, as often, in such amounts, and at such time or times as the Board of
Directors may deter mine.
 
 ARTICLE
VII - FISCAL
YEAR
 
 The
fiscal year o£ the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.
 
 
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 ARTICLE
VIII - CORPORATE SEAL
 
 The
corporate seal, if any, shall be in such form as shall be approved from time to
time by the Board of Directors.
 
 ARTICLE
IX - AMENDMENTS
 
 Section
1 - By Shareholders:
 
 All
by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by the affirmative vote of shareholders holding o£ record
in the aggregate at least a majority of the outstanding shares entitled to vote
in the election of directors at any annual or special meeting of shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.
 
 Section
2 - By Directors:
 
 The Board
o£ Directors shall have power to make, adopt, alter, amend and repeal, from time
to time, by-laws of the Corporation; provided, however, that the shareholders
entitled to vote with respect thereto as in this Article IX above-provided may
alter, amend or repeal by-laws made by the Board of Directors, except that the
Board of Directors shall have no power to change the quorum for meetings of
shareholders or of the Board of Directors, or to change any provisions of the by-laws
with respect to the removal of directors or the filling of vacancies in the
Board resulting from the removal by the shareholders. If any by-law regulating
an impending election of directors is adopted amended or repealed by the Board
of Directors, there shall be set forth in the notice of the next meeting of
shareholders for the election of directors, the by-law so adopted, amended or
repealed, together with a concise statement of the changes made.
 
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