<DOCUMENT>
<TYPE>EX-3.5
<SEQUENCE>3
<FILENAME>k68891ex3-5.txt
<DESCRIPTION>AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.5


                  Amendment to the Amended and Restated By-Laws

         On August 1, 2001, the Board of Directors of the Company approved the
following amendment and restatement of Article IV, Section 4 of the Amended and
Restated By-laws of the Company:

         "Section 4. Chairman of the Board of Directors. The Chairman
         of the Board of Directors, if there be one, shall preside at
         all meetings of the stockholders and of the Board of
         Directors. The Chairman of the Board of Directors shall also
         perform such other duties and may exercise such other powers
         as from time to time may be assigned to him by these By-Laws
         or by the Board of Directors."


</TEXT>
</DOCUMENT>