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                                                                     EXHIBIT 3.5


                          AMENDMENTS TO RESTATED BYLAWS
                                  DULY ADOPTED
                                     BY THE
                               BOARD OF DIRECTORS
                     AT A SPECIAL MEETING OF AUGUST 3, 1998



               1. Article III, Section 2 of the Bylaws of the Corporation is
amended and restated in its entirety to read as follows:

               Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
               number of the directors of the corporation shall not be less than
               five (5) nor more than nine (9). The exact number of directors
               within these limits shall be specified by approval of the Board
               of Directors or by approval of the shareholders, as that term is
               defined in California Corporations Code Section 153; provided,
               however, than an amended reducing the number of directors to a
               number less than five (5) cannot be adopted if the votes cast
               against its adoption at a meeting, or the shares not consenting
               in the case of action by written consent, are equal to more than
               16-2/3% of the outstanding shares entitled to vote; provided
               further, however, that so long as the Investor is entitled to
               designate directors ("Preferred Directors") pursuant to the
               Certificate of Designation, the number of directors of the
               corporation shall be seven (7), three (3) of whom shall be
               Preferred Directors (except that only two (2) Preferred Directors
               may be directors prior to the Second Closing of the Securities
               Purchase Agreement between the Corporation and ING Equity
               Partners II, L.P., as that term is defined therein.

               2. Article III, Section 3 of the Bylaws of the Corporation is
amended and restated in its entirety to read as follows:

               Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors
               shall be elected at each annual meeting of the shareholders to
               hold office until the next annual meeting, provided, that
               Preferred Directors may be elected at a special meeting called
               for such purpose, at any annual or other special meeting of
               stockholders. Each director, including a director elected to fill
               a vacancy, shall hold office until the expiration of the 

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               term for which elected and until a successor has been elected
               and qualified.

               3. Article III, Section 4 of the Bylaws of the Corporation is
amended by adding the following paragraph after the first paragraph of that
Section:

                      Subject to the provisions of the Certificate of
               Determination, ING Equity Partners II, L.P. (the "Investor")
               shall be entitled to (A) remove from the Board any Preferred
               Director, (b) designate each successor to any such Preferred
               Director removed in accordance herewith or who otherwise vacates
               such office, and (C) remove any other director necessary to
               create sufficient vacancies on the Board to permit the election
               of the number of Preferred Directors required under Section 2
               hereof. The affirmative vote of the Investor shall be required to
               remove any Preferred Director.

               4. Paragraph 1 of Article IV, Section 1 of the Bylaws of the
Corporation is amended as follows:

                      Section 1. COMMITTEES OF DIRECTORS. The board of directors
               may, by resolution adopted by a majority of the authorized number
               of directors, designate one or more committees, each consisting
               of two or more directors, to serve at the pleasure of the board.
               The board may designate one or more directors as alternate
               members of any committee, who may replace any absent member
               (other than a Preferred Director) at any meeting of the
               committee. Each Preferred Director shall be entitled to be a
               member of any committee or subcommittee of the Board and the
               Preferred Directors shall constitute at least 50% of the members
               of any such committee or subcommittee. Any committee, to the
               extent provided in the resolution of the board, shall have all
               the authority of the board, expect with respect to:

               The remainder of the Corporation's Bylaws remain in full force
and effect as of the date hereof.


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