<PAGE>

                                                                   EXHIBIT 3.5

                                 AMENDMENT NO. 4
                                     to the
                 SECOND AMENDED AND RESTATED OPERATING AGREEMENT
                                       of
                           CHEROKEE INTERNATIONAL, LLC


         This Amendment No. 4 (this "AMENDMENT") to the Second Amended and
Restated Operating Agreement, dated as of April 30, 1999, as amended by
Amendment No. 1 thereto, dated as of June 30, 1999, Amendment No. 2 thereto,
dated as of June 30, 1999 and Amendment No. 3 dated as of June ____, 2000
(the "AGREEMENT"), of Cherokee International, LLC, a California limited
liability company (the "COMPANY") is made and entered into as of June ____,
2000 among the Company and such members of the Company as are party to this
Amendment.

         WHEREAS, pursuant to certain subscription agreements the Company has
issued and sold additional units of the Company (the "FUNDING") to certain
existing investors and to a new investor, OCM/GFI Cherokee Investments II, Inc.
(the "Cherokee Investments II"); and

         WHEREAS, in order to reflect the rights and obligations of the Cherokee
Investments II as a Member of the Company following the Funding, the Operating
Agreement must be amended; and

         WHEREAS, APPENDIX A of the Operating Agreement must be amended to
reflect the Funding.

         NOW, THEREFORE, in consideration of the mutual agreements and promises
herein contained, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.       DEFINITIONS: REFERENCES. Unless otherwise specifically defined herein,
         each term used herein that is defined in the Agreement shall have the
         meaning assigned to such term in the Agreement. Each reference to
         "hereof," "hereunder," herein" and "hereby" and other similar
         reference contained in the Agreement shall from and after the date of
         this Amendment refer to the Agreement as amended hereby.

2.       EFFECTIVENESS OF AMENDMENTS. Upon approval by a Supermajority of the
         members of the Management Committee and Members holding at least
         Majority in Interest of the Company, this Amendment shall become
         effective and the Agreement shall be amended as provided herein as of
         June __, 2000.

<PAGE>

3.       AMENDMENT AND RESTATEMENT OF THE DEFINITION OF PERMITTED DISPOSITION.
         The Definition of "PERMITTED DISPOSITION" is amended and restated to
         read in its entirety as follows:

         "PERMITTED DISPOSITION" shall mean a Disposition by a Member (i) in the
case of a Member that is a natural person, by gift to his or her spouse or to
the siblings, lineal descendants, or parents of such Member or his or her spouse
or to any trust, partnership, limited liability company or other entity of which
such person or persons are the sole beneficiaries, provided, that with respect
to all such Dispositions by an Existing Member, voting power of such Units, if
any, is retained by one or more of the persons enumerated in this clause (i);
(ii) in the case of any Member that is a trust, to a successor trustee or
trustees of any trust established for one or more of the persons specified in
clause (i) above; (iii) upon death of a Member who is a natural person to such
Member's heirs, executors, administrators, testamentary trustees, legatees or
beneficiaries; (iv) upon termination of employment or pursuant to agreements
approved by the Management Committee permitting the Company to repurchase Units,
to the Company or any designee or assignee thereof selected by the Management
Committee; (v) with respect to any Disposition by Cherokee Investors, to any
Affiliate of Cherokee Investors approved by a Supermajority Vote of the
Management Committee, or to any Person who directly or indirectly owns an
interest in Cherokee Investors; (vi) with respect to any Disposition by OCM/GFI
Cherokee Investments II, Inc. ("Cherokee Investments II"), to any Affiliate of
Cherokee Investments II approved by a Supermajority Vote of the Management
Committee, or to any Person who directly or indirectly owns an interest in
Cherokee Investments II; or (vii) to secure an obligation of the Company,
including but not limited to, a pledge of such Member's Units in favor of one or
more lenders providing loans and/or other advances of credit to the Company, and
any subsequent Disposition of such Units upon a foreclosure sale or other
exercise of rights and remedies by such lender or lenders, or by an agent or
representative acting on behalf of such lender or lenders.

4.       AMENDMENT OF SECTION 3.1, INITIAL MEMBERS; ADDITIONAL MEMBERS. The
         third sentence of SECTION 3.1 of the Operating Agreement is amended and
         restated to read as follows:

         The Management Committee by Supermajority Vote may provide for the
creation of new classes of Units which may have terms and preferences different
from the Units issued on April 30, 1999, provided that an amendment to this
Agreement that sets forth the terms and preferences of such new class of Units
is approved as an amendment to this Agreement in accordance with Section 13.2.

<PAGE>

5.       AMENDMENT OF SECTION 3.6, DISPOSITION OF INTERESTS. The second
         parenthetical in SECTION 3.6.2 is amended to read in its entirety as
         follows:

         (in the case of any transferor who is an Existing Member or part of
Cherokee Investors or Cherokee Investments II, the transferee shall be deemed to
be part of the Existing Members, Cherokee Investors or Cherokee Investments II,
as the case may be)

6.       AMENDMENT OF SECTION 4.1, CAPITAL CONTRIBUTIONS. The fourth sentence in
         SECTION 4.1.1 is amended to read in its entirety as follows:

         All Capital Contributions by the Members made after April 30, 1999
shall be paid in cash, by certified check or wire transfer of immediately
available funds to a bank or custodial account established for the Company by
the Management Committee, or, if approved by the Management Committee, in other
property with a net fair market value established by the Management Committee,
and shall be reflected by an appropriate entry on the Company's books and
records and on APPENDIX A attached hereto.

7.       AMENDMENT OF SECTION 4.3, CAPITAL ACCOUNTS. The second sentence of
         SECTION 4.3 is amended to read in its entirety as follows:

         The Capital Accounts of the Members shall be set forth on APPENDIX A
attached hereto.

8.       AMENDMENT AND RESTATEMENT OF SECTION 6.1, RIGHT OF FIRST OFFER. SECTION
         6.1 of the Operating Agreement is amended to read in its entirety as
         follows:

         6.1      EXISTING MEMBER LOCK-UP. From the date hereof until the second
anniversary of the date of this Agreement (the "LOCK-UP PERIOD"), the Existing
Members shall not Dispose of their Units to any person other than (i) the
Company, (ii) Cherokee Investors, its assignee(s) or its designee(s) or (iii)
Cherokee Investments II, its assignee(s) or its designee(s). Notwithstanding
the foregoing, the Existing Members may Dispose of all or part of their
Membership Interests to a Permitted Transferee, provided that the Existing
Member and the Permitted Transferee each comply with the requirements of
Section 3.6.2. A Permitted Transferee of an Existing Member shall be considered
an "Existing Member" following completion of a Permitted Disposition in
accordance with the requirements herein, provided that neither Cherokee
Investors nor Cherokee Investments II shall be considered an

<PAGE>

Existing Member by virtue of its acquisition of Units from an Existing Member,
and no Existing Member shall acquire the rights reserved for Cherokee Investors
or Cherokee Investments II hereunder by virtue of its acquisition of Units from
Cherokee Investors or Cherokee Investments II.

9.       AMENDMENT AND RESTATEMENT OF SECTION 6.2, RIGHT OF FIRST OFFER. SECTION
         6.2 of the Operating Agreement is amended and restated to read in its
         entirety as follows:

         6.2      RIGHT OF FIRST OFFER. Except for Permitted Dispositions,
and subject to Section 6.1 hereof, in the event that, following the Lock-Up
Period, any of the Existing Members, proposes to Dispose of all or any
portion of the Membership Interests held by such Existing Member either
directly or indirectly by Disposing of any Entity which directly or
indirectly holds Membership Interests (an offer pursuant to which a
Disposition is to take place is hereinafter called the "TRANSACTION OFFER")
to any Person, such Existing Member may, subject to the provisions of Section
6.3 hereof, Dispose of such Membership Interests only pursuant to and in
accordance with the following provisions of this Section 6.2. No such
Disposition may be made unless such Disposition is proposed to be made to a
bona fide, third party approved by Cherokee Investors and Cherokee
Investments II (for this Section 6.2 only, each an "Offeree," and together,
the "Offerees"), which approval shall not be unreasonably withheld, for cash,
cash equivalents, promissory notes, or to the extent approved by the
Offerees, securities traded on a national securities exchange or national
automated quotation system, provided that such securities, in the
determination of the Offerees, have a liquid trading market sufficient to
provide a readily determinable fair market value. Each of the Members and the
Company shall reasonably cooperate to structure any exercise of the right of
first offer described herein to achieve the most efficient tax and ownership
structure that is practicable under the circumstances. For purposes of this
Section 6.2, references made to any action or approval by the Offerees as a
single entity shall mean the action or approval of the holders of a majority
of the Units then held by the Offerees.

                  6.2.1    TRANSFER NOTICE. Prior to Disposing of all or any
portion of its Membership Interests, the Existing Member shall offer to
negotiate with each of the Offerees with respect to the possible Disposition of
such Offeree's Total Allocable Portion (as defined below) of the Existing
Members' Membership Interests by giving written notice ("TRANSFER NOTICE")
thereof to each of the Offerees, stating the amount of Membership Interests
proposed to be Disposed by the Existing Member (the "OFFERED MEMBERSHIP
INTERESTS"), the names and addresses of all potential trans-

<PAGE>

ferees, if any, and, to the extent known by the Existing Member, a
description of the direct and indirect ownership of any potential transferee
entities, and the names and addresses of the partners, officers, members
and/or shareholders holding more than five percent (5%) of the voting equity
interests of any such entities. Each Offeree's "allocable portion" of any
Offered Membership Interest will be, with respect to each class of Units, the
number of Units determined, in accordance with the Company's records, by
multiplying the number of Units of such class in the Offered Membership
Interest by a fraction the numerator of which is the number of Units of such
class owned by the Offeree, and the denominator of which is the total number
of Units of such class owned by all Offerees.

                  6.2.2    INTENTION TO EXERCISE RIGHT OF NEGOTIATION. Within
twenty (20) days of receipt of any Transfer Notice, each Offeree shall notify
the Existing Member in writing if it desires to negotiate with the Existing
Member with respect to such possible Disposition of its allocable portion of
each class of Units in the Offered Membership Interests (its "Total Allocable
Portion") on the terms set forth in this Section 6.2.

                  6.2.3    GOOD FAITH NEGOTIATIONS. If an Offeree elects,
pursuant to Section 6.2.2, to negotiate, for a period of forty-five (45) days
after receipt by the Existing Member of notice of such election, the Existing
Member shall negotiate in good faith with such Offeree concerning the
Disposition of the Offeree's Total Allocable Portion.

                  6.2.4    BIDS. At any time or from time to time during the
period in which an Offeree is negotiating with the Existing Member for the
purchase of its Total Allocable Portion pursuant to Section 6.2.3, such Offeree
may notify the Existing Member in writing of the total economic consideration
for which it is willing to purchase all of its Total Allocable Portion (each
such written offer, a "BID"). The fair market value of any property (other than
cash or cash equivalents) constituting all or any portion of any Bid shall be
determined in good faith by mutual agreement of the Offeree and the applicable
Existing Member; provided, that in the event the parties are unable to reach an
agreement, such value shall be determined by an Independent Financial Advisor,
which determination shall be conclusive and binding and shall be made within 30
days after the request for such determination.

                  6.2.5    DISPOSITION. If (a) the Existing Member complies with
Sections 6.2.1 and 6.2.3 above, (b) with respect to any Offeree either (i) that
Offeree fails to exercise its right of negotiation pursuant to Section 6.2.2, or
(ii) the Existing

<PAGE>

Member shall not have reached an agreement with that Offeree concerning the
Disposition of any portion of that Offeree's Total Allocable Portion prior to
the expiration of the exclusive negotiation period set forth in Section 6.2.3
above, and (c) the Existing Member shall have reached an agreement with the
other Offeree (the "Purchasing Offeree") concerning the Disposition of all of
that Offeree's Total Allocable Portion, then the Existing Member shall provide
notice of such facts to the Purchasing Offeree within 5 business days of the
occurrence of such facts. Upon receipt of such notice by the Purchasing Offeree,
the Existing Member and the Purchasing Offeree shall negotiate as described in
this Section 6.2 for 7 days with respect to the Disposition of the portion of
the Offered Membership Interests not yet Disposed of by the Existing Member.

                   If (a) the Existing Member complies with Sections 6.2.1 and
6.2.3 above, and (b) either (i) no Offeree exercises its right of negotiation
pursuant to Section 6.2.2 or (ii) the Existing Member shall not have reached
agreements with the Offerees concerning the Disposition of all or some portion
of the Offered Membership Interests prior to the expiration of the exclusive
negotiation period set forth in Section 6.2.3 and any additional negotiation
period set forth in this Section 6.2.5 above, then the Existing Member shall be
deemed to have complied with this Section 6.2 with respect to any Disposition of
the Offered Membership Interests described in the Transfer Notice as to which no
agreement has been reached (the "Unwanted Membership Interests"). Thereafter,
subject to the provisions of Section 6.3 hereof, the Existing Member shall be
permitted to Dispose the Unwanted Membership Interests to one or more Persons
without any further obligation to negotiate with any Offeree pursuant to this
Section 6.2 and without Disposing any of the Unwanted Membership Interests to
any Offeree, if the following conditions are met: (1) the Disposition is
consummated within ninety (90) days (x) following expiration of such exclusive
negotiation period or such later date, not to exceed an additional 60 days, as
may be necessary to comply with applicable law, or (y) if both Offerees fail to
exercise their respective rights of negotiation pursuant to Section 6.2.2,
following expiration of the 20-day period set forth in Section 6.2.2 above; and
(2) if any Bids were made, the total consideration to be paid in connection with
the Disposition is (A) in a form permitted under the first paragraph of this
Section 6.2 and (B) no less than the price per Unit offered in the last Bid that
was not revoked during the applicable exclusive negotiation period). Any
Membership Interests not so disposed of within such 90-day period or such later
date, not to exceed an additional 60 days, as may be necessary to comply with
applicable law, shall remain subject to all of the provisions of this Agreement.

<PAGE>

                  6.2.6    CLOSING. The closing of any Disposition of Membership
Interests that are being Disposed under this Section 6.2 to any Offeree shall
take place at the Company's principal executive offices (or such other place as
the Existing Member and the appropriate Offeree shall agree) on the tenth (10th)
day following the later of the expiration of the negotiation period set forth in
Section 6.2.3 or Section 6.2.5 above (or if such later date is a Saturday,
Sunday or legal holiday in the state where such offices are located, the first
day thereafter that is not a Saturday, Sunday or legal holiday) at 10:00 a.m.,
local time, or such later date, not to exceed an additional 60 days, as may be
necessary to comply with applicable law. At the closing, the parties shall take
all action necessary (including cooperation in obtaining any required
governmental approvals) to convey such Membership Interests to be transferred in
accordance with this Agreement, free of all liens and encumbrances.

10.      AMENDMENT AND RESTATEMENT OF SECTION 6.3, TAG-ALONG RIGHTS. The second
         sentence of SECTION 6.3.1 of the Operating Agreement is amended to read
         in its entirety as follows:

         Such notice shall be delivered by the Selling Member, (i) if the
Selling Member does not include Cherokee Investors or Cherokee Investments II,
promptly following (a) the expiration of the total exclusive negotiation period
provided in Sections 6.2.3 and 6.2.5 above, if applicable, or (b) if neither
Cherokee Investors nor Cherokee Investments II exercised its right of
negotiation, the expiration of the 20- day period set forth in Section 6.2.2
above, if applicable, and (ii) if the Selling Member includes Cherokee Investors
or Cherokee Investments II, promptly following the date that the Selling Member
elects to accept the Purchase Offer (the "TAG-ALONG RIGHTS NOTICE") and must
include therewith a copy of drafts of all materials, if any, relating to the
Purchase Offer.

11.      AMENDMENT OF SECTION 6.4, DRAG ALONG RIGHTS. The second sentence of
         SECTION 6.4.2(c) is amended to read in its entirety as follows:

         In order to implement the provisions of this Section 6.4, each of the
Members by executing this Agreement hereby agrees to vote or to execute and
deliver written consents in respect of all Units at any time registered in its
name in connection with the approval of such a Change of Control Transaction
(provided that the conditions of Section 6.4 are satisfied).

<PAGE>

12.      AMENDMENT AND RESTATEMENT OF SECTION 6.5, BUY-SELL ARRANGEMENTS.
         SECTION 6.5 of the Operating Agreement is amended to read in its
         entirety as follows:

         6.5      BUY-SELL ARRANGEMENTS.

                  6.5.1    The buy-sell provisions of this Section 6.5 may be
initiated by either Cherokee Investors and Cherokee Investments II acting
together (for purposes of this Section 6.5 only, "the Investors") or the
Existing Members holding a majority of the Units held by all Existing Members at
any time after the first anniversary of this Agreement on the terms set forth
below.

                  6.5.2    The Member or Members electing to initiate such
provisions (for purposes of this Section 6.5 such group shall be referred to
collectively as the "INITIATING MEMBER") shall give written notice of such
election (the "BUY/SELL NOTICE") to the other Members, which, for purposes of
this Section 6.5, shall not include any employee of the Company (other than the
Existing Members) that has become a Member through exercise of an Option or
otherwise (the "OTHER MEMBERS"), which Buy/Sell Notice shall (i) constitute the
irrevocable offer to purchase all of the Other Members' Units at the Purchase
Price as determined pursuant to Section 6.5.4 below, if the Other Members so
elect as set forth below, and (ii) constitute the irrevocable offer to sell all
of the Initiating Member's Units to the Other Members at the Purchase Price, if
the Other Members so elect as set forth below.

                  6.5.3    The Other Members shall then have the option,
exercisable within thirty (30) days after the date that the Purchase Price is
determined in accordance with the procedures set forth below, to give written
notice (the "EXERCISE NOTICE") to the Initiating Member as to whether the Other
Members elect to (i) purchase all of the Units of the Initiating Member and each
of its Affiliates that desire to sell Units or (ii) have the Initiating Member
purchase all of the Units of the Other Members and their respective Affiliates,
in each case for the Purchase Price. If an Exercise Notice is not duly given by
the Other Members prior to the end of the 30 day period referred to above, then
as of the end of such 30th day, the Other Members shall be deemed to have duly
given an Exercise Notice electing to have the Initiating Member purchase their
entire interest and the entire interest of their respective Affiliates.
Following the election or deemed election of the Other Members, the purchasing
party (the "PURCHASING PARTY") shall deliver the Purchase Price to each of the
selling parties (the "SELLING PARTY") in cash at a closing on a date mutually
agreed upon by the parties and, in any event, within 60 days of the date that
the Exercise

<PAGE>

Notice is duly given or deemed to have been duly given (or such later date, not
to exceed an additional 60 days, as may be necessary to comply with applicable
law). The Members agree that, in the discretion of the Purchasing Party, the
transactions contemplated by this Section 6.5 may be structured as a redemption
of the Selling Party's Membership Interests in the Company or as otherwise
reasonably directed by the Purchasing Party, so long as the tax effects to the
Selling Party are not materially different from a sale of the Selling Party's
Membership Interest by the Selling Party to the Purchasing Party.

                  6.5.4    The price per Unit (the "PURCHASE PRICE") at which
the Initiat ing Member will either (a) purchase all of the Units of the Other
Members and each of its Affiliates that desire to sell Units or (b) sell all of
its and its Affiliates' Units to the Other Members shall be determined by mutual
agreement of the Initiating Member and Other Members holding a majority of the
Units held by the Other Members promptly after receipt by the Other Members of
the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if
such parties are unable to agree by such time, by the Independent Financial
Expert, which determination shall be final and binding on all the Members.

                  6.5.5    For purposes of this Section 6.5, references made to
any action by the Investors, the Existing Members, the Initiating Member, the
Other Members, the Selling Party or the Purchasing Party shall mean the action
of the holders of a majority of the Units held by such constituency.

13.      AMENDMENT OF SECTION 7.2, MANAGERS; MANAGEMENT COMMITTEE. SECTIONS
         7.2.2 AND 7.2.3 of the Operating Agreement are amended to read in their
         entirety as follows:

                  7.2.2    At every meeting of the Management Committee, the
presence of a majority of the Management Committee shall constitute a quorum for
the transaction of business at the meeting, and the affirmative vote of a
majority of the representatives then in office shall be necessary for the
adoption of any resolution, the making of any decision, the delegation of any
authority or the taking of any action by the Management Committee, provided that
the following transactions must be approved by a Supermajority Vote: (a) any
transaction between the Company and Cherokee Investors (or its Affiliates) or
Cherokee Investments II (or its Affiliates); (b) any acquisition of another
company or business; and (c) the incurrence of indebtedness in excess of $5.0
million.

<PAGE>

                  7.2.3    Immediately following April 30, 1999, Cherokee
Investors and its Permitted Transferees (other than the Existing Members and
their Permitted Transferees), collectively, shall have the right to appoint five
representatives to the Management Committee; and holders of a majority of the
Class A Units held by the Existing Members and their Permitted Transferees
(other than Cherokee Investors and its Permitted Transferees) shall have the
right to appoint three representatives to the Management Committee.

         A new SECTION 7.2.3-A shall be added which shall read as follows:

                  7.2.3-A. Immediately following the admission of Cherokee
Investments II as a Member, Cherokee Investors and its Permitted Transferees
(other than the Existing Members and their respective Permitted Transferees),
collectively, shall have the right to appoint four representatives to the
Management Committee; Cherokee Investments II and its Permitted Transferees
(other than the Existing Members and their respective Permitted Transferees),
collectively, shall have the right to appoint one representative to the
Management Committee; and holders of a majority of the Class A Units held by the
Existing Members and their Permitted Transferees (other than Cherokee Investors,
Cherokee Investments II and their respective Permitted Transferees) shall have
the right to appoint three representatives to the Management Committee.

         SECTION 7.2.4 of the Operating Agreement is amended to read in its
entirety as follows:

                  7.2.4    After the appointment of the Management Committee, as
provided in Section 7.2.3-A, upon any Disposition of Units by Cherokee Investors
or Cherokee Investments II (other than a Disposition to Cherokee Investors,
Cherokee Investments II or any of either of their Affiliates or Permitted
Transferees) Cherokee Investors, Cherokee Investments II, and the Existing
Members, shall each have the right to appoint, by a majority vote of the Class A
Units held by them, a number of representatives to the Management Committee
which approximates their respective Voting Percentage Interests, rounded to the
nearest whole number. Such number shall be recalculated following any
Disposition which results in a change in the relative Voting Percentage
Interests held by Cherokee Investors, Cherokee Invest ments II, and the Existing
Members. Following any recalculation which results in a change in the number of
representatives a party may appoint, any party losing representatives shall
cause the requisite number of representatives to resign, and any party gaining
representatives shall appoint the requisite number of representatives.

<PAGE>

14.      AMENDMENT AND RESTATEMENT OF SECTION 7.7, CHEROKEE INVESTORS' RIGHT OF
         INVESTMENT. SECTION 7.7 of the Operating Agreement is amended to read
         in its entirety as follows:

         7.7      CHEROKEE INVESTORS' AND CHEROKEE INVESTMENTS II'S RIGHTS OF
INVEST MENT. In the event that the Management Committee determines to raise
capital through the issuance of debt or equity of the Company, the Company shall
first offer Cherokee Investors and Cherokee Investments II (for purposes of this
Section 7.7 only, each an "Offeree" and together, the "Offerees") the right to
make such invest ment. Either or both Offerees shall make such investment, if at
all, at fair market value (as determined by a Supermajority Vote of the
Management Committee) and with such other terms as are approved by a
Supermajority Vote the Management Committee. If either Offeree elects to make
such investment, the other Offeree and each Existing Member shall have the
right, but not the obligation, to make such investment in proportion to their
respective Percentage Interests on the same terms as the Offeree electing to
make the investment. If neither Offeree is able to agree with the Management
Committee as to the terms of any such investment following twenty (20) days of
negotiation, the Management Committee shall be free to offer such investment
opportunity to bona fide third parties (including any other Members) on terms no
less favorable to the Company than the last bid, if any, made to the Offerees.

15.      AMENDMENT OF SECTION 10.3, CONFIDENTIALITY. The first sentence of
         SECTION 10.3 is amended to read in its entirety as follows:

         Unless the Management Committee agree otherwise, each Member shall hold
in strict confidence any Proprietary Information (as hereinafter defined) it
receives regarding the Company, or any Proprietary Information regarding the
business or affairs of any other Member in respect of the Company, whether such
information is received from the Company, another Member or Affiliate or partner
of a Member or another Person for the period commencing on April 30, 1999 and
ending on the second anniversary of the date such Member shall no longer be a
Member of the Company.

16.      AMENDMENT OF SECTION 12.2. The first sentence of SECTION 12.2 is
         amended to read in its entirety as follows:

<PAGE>

         The Company shall indemnify and defend each Member, each Management
Committee representative, each Officer or other agent of the Company and the
Affiliates and partners of each of the foregoing (each, an "INDEMNIFIED PERSON")
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (a "PROCEEDING") by reason of
the fact that such Indemnified Person is or was a Member, Management Committee
representative, Officer or other agent of the Company or that, being or having
been such a Member, Management Committee representative, Officer or other agent,
it is or was serving at the request of the Company as director, officer,
employee or other agent of another Person, to the fullest extent permitted by
applicable law in effect on April 30, 1999 and to such greater extent as
applicable law may thereafter from time to time permit; provided, however, that
no Indemnified Person shall be entitled to indemnification hereunder for any act
or omission constituting gross negligence, willful misconduct or material breach
of this Agreement.

17.      AMENDMENT AND RESTATEMENT OF APPENDIX A. APPENDIX A of the Operating
         Agreement is amended to read in its entirety as set forth on EXHIBIT A:

18.      EFFECTIVENESS OF THE AGREEMENT. Except as amended hereby, the Agreement
         shall continue in full force and effect.

19.      INCORPORATION OF TERMS. This Amendment shall be governed by and con
         strued in accordance with Article XIII of the Agreement.

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.

                                  MEMBER:

                                  CHEROKEE INVESTOR PARTNERS, LLC



                                  By:
                                      -----------------------------------------
                                  Its:
                                      -----------------------------------------

<PAGE>

                                  MEMBER:

                                  OCM/GFI CHEROKEE INVESTMENTS II,
                                  INC.



                                  By:
                                      -----------------------------------------

                                  Its:
                                      -----------------------------------------

                                  By:
                                      -----------------------------------------

                                  Its:
                                      -----------------------------------------

<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           GANPAT PATEL, AS TRUSTEE OF
                                           THE PATEL FAMILY TRUST,
                                           DATED JULY 17, 1987

<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           MANJU PATEL, AS TRUSTEE OF
                                           THE PATEL FAMILY TRUST,
                                           DATED JULY 17, 1987
<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           RITA PATEL, AS TRUSTEE OF THE
                                           GANPAT PATEL 1997 IRREVOCABLE
                                           TRUST I, DATED NOVEMBER 3, 1997


<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           ANITA TOLANI, AS TRUSTEE OF
                                           THE GANPAT PATEL 1997 IRREVOCABLE
                                           TRUST II, DATED NOVEMBER 3, 1997


<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           ASHA PATEL, AS TRUSTEE OF
                                           THE GANPAT PATEL 1997 IRREVOCABLE
                                           TRUST III, DATED NOVEMBER 3, 1997


<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           RITA PATEL, AS TRUSTEE OF THE
                                           MANJU PATEL 1997 IRREVOCABLE
                                           TRUST I, DATED NOVEMBER 3, 1997


<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           ANITA TOLANI, AS TRUSTEE OF
                                           THE MANJU PATEL 1997 IRREVOCABLE
                                           TRUST II, DATED NOVEMBER 3, 1997


<PAGE>

                                  MEMBER:



                                  By:
                                      -----------------------------------------
                                           ASHA PATEL, AS TRUSTEE OF
                                           THE MANJU PATEL 1997 IRREVOCABLE
                                           TRUST III, DATED NOVEMBER 3, 1997


<PAGE>

                                  MEMBER:

                                  BIKOR CORPORATION



                                  By:
                                      -----------------------------------------

                                  Its:
                                      -----------------------------------------


<PAGE>

                                                                       EXHIBIT A

                                   APPENDIX A

<TABLE>
<CAPTION>

Member Name                                 Class A             Class B        Percentage       Capital            Capital
and Address                                  Units               Units          Interest        Contribution       Account**

<S>                                          <C>              <C>               <C>             <C>                <C>
Cherokee Investor Partners,                     203,306        20,704,162        57.5996%       $ 16,632,566
LLC
c/o GFI Energy Ventures LLC
11611 San Vicente Boulevard,
Suite 710
Los Angeles, CA  90049

Patel Family Trust dated July                   101,653         2,509,595         7.1939%          2,079,071
17, 1987*

Ganpat Patel 1997 Irrevocable                         0         1,307,081         3.6010%          1,039,535
Trust I dated November 3,
1997*

Ganpat Patel 1997 Irrevocable                         0         1,307,081         3.6010%          1,039,535
Trust II dated November 3,
1997*

Ganpat Patel 1997 Irrevocable                         0         1,307,081         3.6010%          1,039,535
Trust III dated November 3,
1997*

Manju Patel 1997 Irrevocable                          0         1,307,081         3.6010%          1,039,535
Trust I dated November 3,
1997*

Manju Patel 1997 Irrevocable                          0         1,307,081         3.6010%          1,039,535
Trust II dated November 3,
1997*

Manju Patel 1997 Irrevocable                          0         1,307,081         3.6010%        $ 1,039,535
Trust III dated November 3,
1997*

Bikor Corporation*                               33,884         3,450,694         9.5999%          2,772,094

Ashok Patel                                           0            87,139          .2401%             69,302


<PAGE>

Member Name                                 Class A             Class B        Percentage       Capital            Capital
and Address                                  Units               Units          Interest        Contribution       Account**

Van Holland                                           0            98,873          .2724%            136,295

Howard Ribaudo                                        0            87,139          .2401%             69,302

Dennis Pouliot                                        0            50,000          .1377%                 --

Ken King                                              0            12,500          .0344%                 --

Cong Dung Le                                          0            10,000          .0275%                 --

Moshe Domb                                            0             5,228         0.0144%              4,158

OCM/GFI Cherokee                                  8,828         1,092,448         3.0340%          6,300,000
Investments II, Inc.

         Totals:                                347,671        35,950,264         100.00%         34,299,998

</TABLE>

--------------------
*  c/o Cherokee International, LLC, 2841Dow Avenue, Tustin, CA 92780
** Capital Accounts to be determined.