EXHIBIT 3.5

                          CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORTION



                          CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORTION
                                       OF
                             IMAGING SERVICES, INC.


The undersigned certify that:

        1.     They   are   the   Chief   Executive   Officer   and   the   Vice
               President/Secretary,  respectively,  of IMAGING SERVICES, INC., a
               California Corporation.

        2.     Article IV of the Articles of  Incorporation  of this corporation
               is amended to read as follows:

               Capital Stock. The corporation is authorized  to issue 10,000,000
               shares of capital stock. There shall be only one class of capital
               stock of the corporation.

        3.     The  foregoing  amendment of  Articles of  Incorporation has been
               duly approved by the board of directors.

        4.     The  foregoing  amendment of Articles of  Incorporation  has been
               duly approved by the required vote of  shareholders in accordance
               with Section 902. California  Corporations Code. The total number
               of outstanding shares of the corporation is 15,000. The number of
               shares voting in favor of the  amendment  equaled or exceeded the
               vote required. The percentage vote required was more than 50%.

We further  declare  under the penalty of perjury under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

DATE:  10-25-01
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                                       /s/ Dean Janes
                                       ----------------------------------------
                                       DEAN JANES, President


                                       /s/ Xavier Aguilera
                                       ----------------------------------------
                                       XAVIER AGUILERA, Vice President/Secretary