Amendments To Restated Bylaws

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 th ...