EXHIBIT 3.5



               CERTIFICATE OF AMENDMENT OF MEDICAL NUTRITION, INC.
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                        CERTIFICATE OF SHARE COMBINATION
                        --------------------------------

                  The undersigned corporation, organized under the laws of the
State of New Jersey, certifies the following to effect a share combination, on
board action, in accordance with Section 14A:7-15.1 of the New Jersey Business
Corporation Act and to amend the Certificate of Incorporation of the above-named
corporation and in accordance therewith:

                  FIRST:   The name of the corporation is Medical Nutrition,
                           Inc.

                  SECOND:  The resolution approving the share combination was
                           duly adopted by the Board of Directors on September
                           12, 1989.

                  THIRD:   This combination will not adversely affect the rights
                           or preferences of the holders of outstanding shares
                           of any class or series and will not increase the
                           number of authorized but unissued shares, except as
                           permitted by Section 7-15.1 of the New Jersey
                           Business Corporation Act.

                  FOURTH:  All ten million authorized shares are subject to this
                           combination, and those shares are to be combined into
                           two million shares (1 share for 5 shares exchange).

                  FIFTH:   To affect a share combination on a 1 for 5 basis,
                           Paragraph Fourth of the Certificate of Incorporation
                           is amended in its entirety as follows:


                                    AMENDMENT

                  FOURTH: The aggregate number of shares that the corporation
                  shall have authority to issue is 2,000,000 shares, all of
                  which shall be without nomial or par value. All or part of
                  such shares may be issued by the company from time to time,
                  and for such consideration, as may be determined upon and
                  fixed by the Board of Directors, as provided by law. The Board
                  of Directors shall have the power to amend the company's
                  Certificate of Incorporation to effectuate the division of
                  shares into classes and into series within any class or
                  classes, the determination of the designation and number of
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                  shares of any class or series, the determination of the
                  relative rights, preferences and limitations of the shares of
                  any class or series, and any or all of such divisions and
                  determinations.

                  SIXTH:   The combination shall become effective upon the
                           filing of this Certificate.

                  IN WITNESS WHEREOF, Medical Nutrition, Inc., has caused its
duly authorized officer to execute this Certificate and Amendment on October 18,
1989.


                                       By: /s/ ARNOLD GANS
                                           -----------------------------------
                                           Arnold Gans
                                           Title: President


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