EXHIBIT 3.5


                                 THIRD AMENDMENT
                                       TO
                              OPERATING AGREEMENT
                                       OF
                       PERFORMANCE CAPITAL MANAGEMENT, LLC


     This Third Amendment (the "Third Amendment") amends the Operating
Agreement, as heretofore amended (the "Operating Agreement"), of Performance
Capital Management, LLC, a California limited liability company (the "Company").
Capitalized terms that are used in this Third Amendment and not otherwise
defined herein shall have the respective meanings given to such terms in the
Operating Agreement.

     1.     Amendment of Article VIII.  Article VIII of the Operating Agreement
            -------------------------
is hereby amended by adding Section 8.6 thereto, which shall read in full as
follows:

          "8.6     Repurchase of LLC Units. Notwithstanding Section 8.1 above,
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     the Board of Directors may elect from time to time to cause the Company to
     make distributions in cash for the purpose of repurchasing LLC Units from
     each Member who owns an aggregate of not more than a specified number of
     LLC Units that is less than one hundred, upon such terms and conditions as
     the Board of Directors determines are in the best interest of the Company
     and its Members."

     2.     Effect of Amendment.  Except as expressly amended hereby, the
            -------------------
Operating Agreement shall continue in full force and effect.

     3.     Effective Date of Amendment.  This Third Amendment shall be
            ---------------------------
effective when it has been approved by the Company's Members in accordance with
Section 4.7.4 of the Operating Agreement.

     IN WITNESS WHEREOF, this Third Amendment has been signed by the undersigned
officer of the Company, who hereby certifies that this Third Amendment was duly
approved by the Company's Members in accordance with Section 4.7.4 of the
Operating Agreement at a meeting of the Company's Members on June 12, 2006.



                                 /s/ David J. Caldwell
                              ----------------------------------------
                              David J. Caldwell
                              Chief Operations Officer