EXHIBIT 3.5



                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                              BOI.COM HOLDING, INC.


         BOI.com Holding,  Inc., a corporation  organized and existing under and
by the virtue of the General Corporation Law of the State of Delaware ("DGCL"),

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

                  RESOLVED, that the name of the corporation is "BofI.com
Holding, Inc."

         SECOND: the stockholders of said corporation, at a special meeting duly
called and held, pursuant to a waiver of notice in accordance with Section 229
of the DGCL, unanimously approved said amendment.

         THIRD: that the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the DGCL.

         IN WITNESS WHEREOF, the undersigned officer of said corporation, having
been duly authorized, has set his hand this 19th day of August, 1999.



                                                /s/ Alan Jacobs
                                                --------------------------------
                                                Alan Jacobs
                                                Secretary