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                                                                EXHIBIT 10.60

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED ARTICLES OF INCORPORATION OF

                                  JALATE, LTD.
                            A CALIFORNIA CORPORATION

VINTON W. BACON and JAN L. GROSSMAN hereby certify as follows:

1.      They are the President and the Secretary, respectively, of Jalate, Ltd.,
        a California corporation.

2.      The Restated Articles of Incorporation of this corporation is amended to
        add thereto the following Article Six:

                        A.      This corporation is a listed corporation within
                the meaning of Section 301.5(d) of the California General
                Corporations Law (the "California Law"), by reason of having its
                shares of common stock listed on the American Stock Exchange.

                        B.      Upon the effectiveness of this Article Six, the
                election of directors by the shareholders shall not be by
                cumulative voting. At each election of directors, each
                shareholder entitled to vote may vote all the shares held by
                that shareholder for each of several nominees for director up to
                the number of directors to be elected. The shareholder may not
                cast more votes for any single nominee than the number of shares
                held by the shareholder.

                        C.      If at any time this corporation ceases to be a
                listed corporation as defined in Section 301.5 of the California
                Law, at each succeeding meeting of shareholders at which
                directors are to be elected, the election of directors by the
                shareholders shall be by cumulative voting provided the
                candidates' names have been properly placed in nomination prior
                to commencement of the voting and a shareholder has given notice
                prior to commencement of the voting of the shareholder's
                intention to cumulate votes. Shareholders shall continue to be
                entitled to elect directors by cumulative voting until the
                corporation once again qualifies as a listed corporation within
                the meaning of Section 301.5 of the
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                California Law, and the foregoing provisions of this Article Six
                shall be reinstated.

3.      The foregoing amendment of the Restated Articles of Incorporation of
        this corporation has been duly approved by the Board of Directors.

4.      The foregoing amendment of the Restated Articles of Incorporation of
        this corporation has been duly approved by the required vote of the
        shareholders of this corporation in accordance with Section 902 of the
        California Corporations Code. The total number of outstanding shares of
        this corporation is 3,403,000. 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 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.

Dated 2/25, 1997

                                        /s/ VINTON W. BACON
                                        --------------------------
                                        VINTON W. BACON, President


                                        /s/ JAN L. GROSSMAN
                                        --------------------------
                                        JAN L. GROSSMAN, Secretary


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