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                                                                     EXHIBIT 3.5


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:45 PM 07/23/1998
981287629 - 2316242

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                          U.S. MEDICAL SYSTEMS, INC.


     This document constitutes an amendment and restatement of the original
Certificate of Incorporation of U.S. MEDICAL SYSTEMS, INC. which was filed with
the Secretary of State of Delaware on November 17, 1992 under the name Medical
Polymers Technologies, Inc. and amended by (i) Certificate of Amendment to the
Certificate of Incorporation filed with the Secretary of State of Delaware on
August 24, 1993, (ii) Certificate of Amendment of Certificate of Incorporation
filed with the Secretary of State of Delaware on December 19, 1996 and (iii)
Certificate of Designation, Powers, Preferences and Rights of the Series of the
Preferred Stock filed with the Secretary of State of Delaware on February 23,
1998, as corrected by Corrected Certificate of Designation, Powers, Preferences
and Rights of the Series of the Preferred Stock filed with the Secretary of
State of Delaware on March 5, 1998.  This Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Sections
242 and 245(c) of the Delaware General Corporation Law and shall become
effective upon filing with the Secretary of State of Delaware.

     1.   The name of the corporation is SHARPS COMPLIANCE CORP.

     2.   The address of its registered office in the State of Delaware is 10th
Floor, One Rodney Square, 10th and King Streets, in the City of Wilmington,
County of New Castle.  The name of its registered agent at such address is RL&F
Service Corp.

     3.   The nature of the business or purposes to be conducted or promoted
is:
     
          To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise and personal property of
every class and description.
     
          To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm association or corporation.
     
          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.
     
          To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and
other securities, obligations, choses in action and evidences of indebtedness
or interest issued or

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created by any corporations, joint stock companies, syndicates, associations,
firms, trusts or persons, public or private, or by the government of the United
States of America, or by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof.
     
          To borrow or raise money for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, or to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
     
          To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.
     
          In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
     
          The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in no way limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purposes specified in each
of the foregoing clauses of this article shall be regarded as independent
business and purposes.

     4A.  GENERAL.  The corporation shall have authority to issue two classes
of stock, and the total number authorized shall be Twenty Million (20,000,000)
shares of Common Stock of the par value of One Cent ($0.01) each, and one
million (1,000,000) shares of Preferred Stock of the par value of One Cent
($0.01) each.  All shares of the Common Stock shall rank equally and all shares
of the Preferred Stock shall rank equally, and be identical in all respects
regardless of series, except with respect to the Preferred Stock (i) as to
terms which may be specified by the board of directors pursuant to the
provisions of Section B of this Article 4, and (ii) that shares of any one
series issued at different times may differ as to the dates from which
dividends thereon shall accrue and be cumulative.  A description of the
different classes of stock of the corporation and a statement of the
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of each class of such stock are
as follows:

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     4B.  ISSUANCE IN SERIES.  The Preferred Stock may be issued from time to
time in one or more series.  The terms of a series shall be as specified in the
resolution or resolutions adopted by the board of directors providing for the
issue of such series, which resolution or resolutions the board of directors is
hereby expressly authorized to adopt.  Such resolution or resolutions with
respect to a series shall specify, if applicable:  (a) the number of shares to
constitute such series and the distinctive designation thereof; (b) the annual
dividend rate on the shares of such series and the date or dates from which
dividends shall accrue, whether such dividends shall be cumulative, and, if
cumulative, the date or dates from which dividends shall accumulate; (c) the
time or times and price or prices of redemption, if any, of the shares; (d) the
terms and conditions of a retirement or sinking fund, if any, for the purchase
or redemption of the shares; (e) the amount which the shares shall be entitled
to receive in the event of any liquidation, dissolution or winding up of the
corporation; (f) the terms and conditions, if any, on which the shares shall be
convertible into, or exchangeable for, shares of stock of any other class or
classes, or other series of the same class, of the corporation; (g) the voting
rights, if any, of shares of stock in addition to those granted herein; (h) the
status as to reissuance or sale of such shares redeemed, purchased or otherwise
reacquired, or surrendered to the corporation on conversion; (i) the seniority
of such series in relation to the Common Stock or to any other series of
Preferred Stock in respect of the payment or declaration of dividends,
redemptions and payments upon liquidation; (j) the conditions and restrictions,
if any, on the payment of dividends or on the making of other distributions on,
or the purchase, redemption or other acquisition by the corporation or any
subsidiary, of Common Stock or of any other class of stock of the corporation
ranking junior to such shares as to dividends or upon liquidation; and (k) such
other preferences, rights, restrictions and qualifications as shall not be
inconsistent herewith.

     4C.  DIVIDENDS.  Subject to the provisions and on the conditions set forth
herein, or in any resolution or resolutions providing for the issue of a series
of Preferred Stock, such dividends (payable in cash, stock or otherwise) as may
be determined by the board of directors may be declared and paid on the Common
Stock from time to time out of any funds legally available therefor.

     4D.  LIQUIDATION, DISSOLUTION OR WINDING UP.  In the event of any
liquidation, dissolution or winding up of the affairs of the corporation, after
payment to the holders of Preferred Stock of the amount to which they are
entitled pursuant to any resolution or resolutions of the board of directors
providing for t he issue of a series of Preferred Stock, the holders of Common
Stock shall be entitled to share ratably in all assets then remaining and
subject to distribution to the stockholders.

     4E.  GENERAL VOTING RIGHTS.  Except when otherwise required by law or as
otherwise specifically provided herein or in any resolution of the board of
directors providing for the issuance of any particular series of Preferred
Stock the exclusive voting power of the corporation shall be vested in the
Common Stock of the corporation.  Each share of Common Stock shall entitle the
holder thereof to one vote at all meetings of the stockholders of the
corporation.

     4F.  SERIES A 10% VOTING CONVERTIBLE PREFERRED STOCK.  The corporation is
authorized to issue up to 1,000,000 shares Series A 10% Voting Convertible
Preferred Stock (such Preferred 

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Stock hereinafter being referred to as the "Series A Preferred Stock").  The 
designations, powers, preferences and relative, participating, optional and 
other special rights, and qualifications, limitations and restrictions 
thereof, with respect to the Series A Preferred Stock are as set forth in 
EXHIBIT "A" attached hereto and incorporated herein for all purposes.

     4G.  REVERSE STOCK SPLIT.  On July 24, 1998, each 5.032715 issued and
outstanding shares of previously authorized Common Stock, par value one cent
($.01) per share, of the corporation ("Pre-split Common Stock"), shall thereby
and thereupon be combined into one (1) validly issued, fully paid and
nonassessable share of Common Stock, par value one cent ($.01) per share, of
the corporation ("Post-split Common Stock").  Each certificate that theretofore
represented shares of Pre-split Common Stock shall thereafter represent that
number of shares of Post-split Common Stock into which the shares of Pre-split
Common Stock represented by such certificate shall be combined; provided,
however, that each person holding of record a stock certificate or certificates
that represented shares of Pre-split Common Stock shall receive, upon surrender
of such certificate or certificates, a new certificate or certificates
evidencing and representing the number of shares of Post-split Common Stock to
which such person is entitled, and provided further that the corporation shall
not issue fractional shares with respect to the combination.  Each stockholder
will receive cash for each fractional interest resulting from such division.

     5.   The corporation is to have perpetual existence.
     
     6.   In furtherance and not in limitation of the powers conferred by the
General Corporation Law of Delaware, the board of directors is expressly
authorized:
     
          To make, alter or repeal the by-laws of the corporation;
     
          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation;
     
          To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created;
     
          By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation.  The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  The by-laws may provide that in the absence of
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power of authority in

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reference to amending the certificate of incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or
change of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and
unless the resolution or by-laws expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.
     
          When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of the property
and assets of the corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration, which
may consist in whole or in part of money or property including shares of stock
in, and/or other securities of any other corporation or corporations, as its
board of directors shall deem expedient and for the best interests of the
corporation.
     
     7.   Elections of directors need not be by written ballot unless the by-
laws of the corporation shall so provide.
     
     8.   Meetings of the stockholders may be held within or without the State
of Delaware, as the by-laws may provide.  The books of the corporation may be
kept (subject to any provisions contained in the General Corporation Law of
Delaware) outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the by-laws of the
corporation.
     
     9.   The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10.  A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived in
improper benefit.


     IN WITNESS WHEREOF, U.S. MEDICAL SYSTEMS, INC. has caused its corporate
seal to be hereunto fixed and this Certificate to be signed by Burt Kunik, its
Chief Executive Officer and President, this 23rd day of July, 1998.

                                    U.S. MEDICAL SYSTEMS, INC.


                                    By:    /s/ Burt Kunik
                                       -----------------------------------------
                                    Name:  Burt Kunik
                                    Title: Chief Executive Officer and President



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                                   EXHIBIT "A"

           TERMS OF SERIES A 10% VOTING CONVERTIBLE PREFERRED STOCK


     A.   DESIGNATION OF THE SERIES.  There shall be a series of Preferred
Stock to be known as "Series A 10% Voting Convertible Preferred Stock"
consisting of 1,000,000 shares of Preferred Stock having a par value of $0.01
per share (the "Shares").  Such shares shall constitute the entire Series A
Preferred Stock, and no other shares of such Series shall be issued.

     B.   DIVIDENDS.  The holders of shares of Series A Preferred Stock shall
be entitled to receive, if and when declared by the Board of Directors from
funds legally available therefor, cash dividends at the rate of $0.05 per share
per annum, payable quarterly on the last day of the months April, July, October
and January in each year.  In the event a dividend is declared, but unpaid,
such dividend shall accrue and be cumulative (whether or not in any quarterly
dividends period there shall be funds of the Company legally available for the
payment of such dividend) from the first day of July 1998 (unless such day is
not a business day, in which event on the next business day), and thereafter
from the date of the last quarterly dividend date to which dividends were
declared and paid on the Preferred Stock of the Company.  Each such dividend
shall be paid to the holders of record of the shares of Preferred Stock as they
appear on the stock register of the Company on the last day of the month next
preceding the payment date thereof.  Dividend on account of arrears for any
past dividend periods may be declared and paid at any time, without reference
to any regular dividend payment date, to holders of record on such date, not
exceeding forty-five (45) days preceding the payment date hereof, as may be
fixed by the Board of Directors, of the Company or by a committee of said Board
of Directors duly authorized to fix such date.

          Dividends payable on the Preferred Stock for each full quarterly
dividends period shall be computed by dividing the annual rate by four (4).
Dividends payable on the Preferred Stock for any period less than a full
quarterly dividend period and, for the initial dividend period, shall be
computed on the basis of a 360-day year of four (4) 90-day quarters, and the
actual number of days elapsed on the period for which payable, including the
date of the payment.

     C.   CONVERSION.  The Series A Preferred Stock shall automatically and
immediately be converted into fully paid and nonassessable shares of Common
Stock of the Company, without any action or election on the part of the holder
thereof, immediately after the Company has effected a one-for-five or greater
reverse stock split of its Common Stock ("Automatic Conversion Date").  In
addition, so long as the Company has sufficient authorized and unissued shares
of Common Stock, each share of Series A Preferred Stock shall be convertible at
the option of the holder thereof into the number of fully paid and
nonassessable shares of Common Stock provided below.  The holders of Series A
Preferred Stock hereby acknowledge that as of the date hereof, the Company does
not have sufficient authorized and unused shares of Common Stock to effect a
conversion of the Series A Preferred Stock into Common Stock.  The term "Common
Stock" shall refer to the Common Stock, $0.01 par value per share of the
Company, as constituted on January 30, 1998, and any stock into which such
Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock.

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          1.   CONVERSION RATE.  At the Automatic Conversion Date, or upon the
exercise of the option to convert described above, each share of Series A
Preferred Stock shall be converted into seven (7) shares of Common Stock, as
adjusted and readjusted from time to time in accordance with the terms and
provisions hereof (the "Conversion Rate").

          2.   METHOD OF CONVERSION.  As soon as feasible, but in no event
later than five (5) days, after the Automatic Conversion Date, the Company
shall mail a notice to each holder of record of the shares of the Series A
Preferred Stock on the Automatic Conversion Date of the occurrence thereof and
informing each holder of the conversion and the number of shares of Common
Stock into which such holder's shares of the Series A Preferred Stock shall
have been converted.  In the event the holder desires to exercise the option to
convert, the holder shall give written notice to the Company at its principal
corporate office of the election to convert the same.  The Company or its
transfer agent shall also inform the holder of the procedures for exchanging
the certificate or certificates representing shares of Series A Preferred Stock
for certificates representing the shares of Common Stock into which the Series
A Preferred Stock shall have been converted.  Until surrendered to the Company,
each outstanding certificate which, prior to the conversion, represents shares
of the Series A Preferred Stock will, following such conversion, be deemed for
all corporate purposes of the Company to evidence ownership of the number of
shares of Common Stock into which the shares of the Series A Preferred Stock
shall have been converted.  After the Automatic Conversion Date there shall be
no further registry of transfers on the records of the Company of the shares of
Series A Preferred Stock, and if a certificate representing such shares is
presented to the Company, it shall be canceled and exchanged for a certificate
representing the number of shares of Common Stock as herein provided.

          3.   FRACTIONAL SHARES.  No fractional shares shall be issued upon
the conversion of any shares, share or fractional share of Series A Preferred
Stock.  All shares of Common Stock, including fractions thereof, issued upon
conversion of shares (or fractions thereof) of Series A Preferred Stock by the
holder thereof shall be aggregated for purposes of determining whether the
conversion would result in the issuance of fractional shares.  If, after the
aforementioned aggregation, the conversion would result in the issuance of a
fractional share of Common Stock, the Company shall, in lieu of issuing any
fractional share, pay the holder otherwise entitled to such fraction a sum in
cash equal to the Closing Bid Price of the Company's Common Stock on the Nasdaq
Bulletin Board on the Automatic Conversion Date multiplied by such fraction.

     D.   VOTING.  Prior to the Automatic Conversion Date, and except as
otherwise provided by law, the holders of the Series A Preferred Stock will be
entitled to 35.190319 votes per share of Series A Preferred Stock, subject to
adjustment in accordance with Subsection E below, on all matters subject to a
vote of stockholders of the Company, without any regard to classification or
series.

     E.   STOCK DISTRIBUTIONS, SPLITS AND COMBINATIONS; ADJUSTMENTS.  In case
(i) the outstanding shares of Common Stock (or other securities) shall be
subdivided into a greater number of shares, (ii) a non-cash dividend in Common
Stock (or other securities) shall be paid in 

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respect of Common Stock (or other securities), or (iii) the outstanding 
shares of Common Stock (or other securities) shall be combined into a smaller 
number of shares thereof, the number of shares of Common Stock or other 
securities into which the Preferred Stock (subsequent to such subdivision or 
combination or at the record date of such dividend or distribution) shall 
(simultaneously with the effectiveness of such subdivision or combination or 
immediately after the record date of such dividend or distribution) be 
convertible into shall be equal to the number of shares of Common Stock or 
other securities a holder would have owned and had a right to receive as a 
result of such subdivision, combination, dividend or distribution, if such 
holder had actually held of record (immediately prior to the effectiveness of 
such subdivision or combination or immediately prior to the record date of 
such dividend or distribution) the number of shares of Common Stock or other 
securities that would have been subject to receipt by the holders upon 
conversion of the Series A Preferred Stock immediately prior to the 
effectiveness of such subdivision or combination or the record date of such 
dividend or distribution.

     F.   LIQUIDATION RIGHTS.  In the event of any liquidation or dissolution
or winding up of the Company, voluntary or involuntary, the holders of the
Series A Preferred Stock shall be entitled to receive, subject to the rights of
any other class of stock which makes senior to the Preferred Stock as to
distribution of assets on liquidation, but before any distribution is made on
any class of stock ranking junior to the Series A Preferred Stock as to the
payment of dividends or the distribution of assets, the sum of $4.00 per share,
plus any arrearages in dividends thereon.

     6.   REDEMPTION RIGHTS.  There shall be no right of redemption by the
holders of the Preferred Stock, except as may be determined by the Board of
Directors and approved by a majority of the holders of the Preferred Stock.



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