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                                  EXHIBIT 3.23



                   CERTIFICATE OF DETERMINATION OF PREFERENCES
                                       OF
                            SERIES V PREFERRED STOCK
                                       OF
                                   DISC, INC.

        We, J. Richard Ellis and Henry Madrid, hereby certify that we are the
President and the Chief Financial Officer, respectively, of DISC, INC., a
corporation organized and existing under the General Corporation Law of the
State of California, and further, DO HEREBY CERTIFY:

        That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of the said Corporation, the said Board of
Directors on September 30, 1999 adopted the following resolution creating a
series of 66,038 shares of Preferred Stock designated as Series V Preferred
Stock, none of which shares have been issued:

               "RESOLVED, that pursuant to the authority vested in the Board of
        Directors of the corporation by the Articles of Incorporation, the Board
        of Directors does hereby provide for the issuance of a series of
        Preferred Stock, no par value, of the Corporation, to be designated
        "Series V Preferred Stock," initially consisting of 66,038 shares and to
        the extent that the designations, powers, preferences and relative and
        other special rights and the qualifications, limitations and
        restrictions of the Series V Preferred Stock are not stated and
        expressed in the Articles of Incorporation, does hereby fix and herein
        state and express such designations, powers, preferences and relative
        and other special rights and the qualifications, limitations and
        restrictions thereof, as follows (all terms used herein which are
        defined in the Articles of Incorporation shall be deemed to have the
        meanings provided therein):

               Section 1. Designation and Amount. The shares of such series
        shall be designated as "Series V Preferred Stock," no par value, and the
        number of shares constituting such series shall be 66,038.

               Section 2. Dividends and Distributions.

                      (A)  Subject to the prior and superior right of the
        holders of any shares of Series C Preferred Stock ranking prior and
        superior to the shares of Series V Preferred Stock with respect to
        dividends, and pari passu with the rights of the holders of shares of
        Series D Preferred Stock, Series E Preferred Stock, Series F Preferred
        Stock, Series G Preferred Stock, Series H Preferred Stock, Series I
        Preferred Stock, Series J Preferred Stock, Series K Preferred Stock,
        Series L Preferred Stock, Series M Preferred Stock, Series N Preferred
        Stock, Series O Preferred Stock, Series P Preferred


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        Stock, Series Q Preferred Stock, Series R Preferred Stock, Series S
        Preferred Stock, Series T Preferred Stock and Series U Preferred Stock
        with respect to dividends, subject to the rights of any series of
        Preferred Stock which may hereafter come into existence, the holders of
        shares of Series V Preferred Stock shall be entitled to receive when, as
        and if declared by the Board of Directors out of funds legally available
        for the purpose, dividends in the same amount per share as declared on
        the Common Stock, treating such number of shares of Series V Preferred
        Stock for this purpose as equal to the number of shares of Common Stock
        into which it is then convertible. In the event any dividends are
        declared or paid on the outstanding shares of any series of Preferred
        Stock with dividend rights ranking pari passu with the Series V
        Preferred Stock, dividends shall simultaneously be declared and paid on
        the outstanding shares of Series V Preferred Stock, pari passu with the
        shares of such other series of Preferred Stock with dividend rights
        ranking pari passu with the Series V Preferred Stock, based upon the
        number of shares of Common Stock into which shares of Series V Preferred
        Stock and such other series of Preferred Stock with dividend rights
        ranking pari passu with the Series V Preferred Stock are then
        convertible. In the event the Corporation shall at any time after the
        date of the filing of this Certificate of Determination of Preferences
        (the "Rights Declaration Date") (i) declare any dividend on Common Stock
        payable in shares of Common Stock, (ii) subdivide the outstanding Common
        Stock, or (iii) combine the outstanding Common Stock into a smaller
        number of shares, then in each such case, the amount of Common Stock or
        other consideration to which holders of shares of Series V Preferred
        Stock were entitled immediately prior to such event under the preceding
        sentences of this Section 2(A) shall be adjusted as set forth in Section
        4(C) hereof.

                      (B)  The Corporation shall declare a dividend or
        distribution on the Series V Preferred Stock as provided in paragraph
        (A) above prior to declaring a dividend payable on shares of Common
        Stock.

               Section 3. Voting Rights. The holders of shares of Series V
        Preferred Stock shall have the following voting rights:

                      (A)   Each holder of Series V Preferred Stock is entitled
        to a number of votes equal to the number of shares of Common Stock into
        which the holder's Series V Preferred Stock is then convertible. In the
        event the Corporation shall at any time after the Rights Declaration
        Date (i) declare any dividend on Common Stock payable in shares of
        Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
        combine the outstanding Common Stock into a smaller number of shares,
        then in each such case the number of votes per share to which holders of
        shares of Series V Preferred Stock were entitled immediately prior to
        such event shall be adjusted as set forth in Section 4(C) hereof.

                      (B)  Except as otherwise provided herein or by law, the
        holders of shares of Series V Preferred Stock and the holders of shares
        of Common Stock (and any authorized series of Preferred Stock
        convertible into shares of Common Stock and with voting rights equal to
        the number of shares of Common Stock into which such series of Preferred
        Stock is then convertible) shall vote together as one class on all
        matters submitted to a vote of shareholders of the Corporation.

                      (C)  Except as required by law or under Section 8 hereof,
        holders of Series V Preferred Stock shall have no special voting rights
        and their consent shall not be required (except to the extent they are
        entitled to vote with holders of Common Stock as set forth herein) for
        taking any corporate action.

               Section 4. Conversion Rights.

                      (A)  Each holder of Series V Preferred Stock may, at any
        time, in such holder's sole discretion, convert all or any part of such
        holder's shares of Series V Preferred Stock into fully paid and
        nonassessable shares of Common Stock at the rate of ten (10) shares of
        Common Stock for each share of Series V Preferred Stock surrendered for
        conversion.

                      (B)  Such conversion may be effected by surrender of such
        holder's certificate or certificates for the shares of Series V
        Preferred Stock to be converted, duly endorsed, at the principal office
        of the Corporation, with a written notice stating (i) that such holder
        elects to convert all or a specified number of shares of Series V
        Preferred Stock into shares of Common Stock, and (ii) the name in which
        such holder desires a certificate for the shares of Common Stock to be
        issued. Promptly thereafter, the Company shall issue and deliver to such
        holder a certificate for the number of shares of Common Stock to which
        such holder shall be entitled. Such conversion shall be deemed to have
        been made at the close of business on the date of such surrender, and
        such holder shall be treated for all purposes as the record holder of
        such shares of Common Stock on that date.

                      (C)  In the event the Corporation shall at any time after
        the Rights Declaration Date (i) declare any dividend on Common Stock
        payable in shares of Common Stock, (ii) subdivide the outstanding Common
        Stock, or (iii) combine the outstanding Common Stock into a smaller
        number of shares, then, in each case, the number of shares of Common
        Stock issuable upon the conversion of each share of Series V Preferred
        Stock shall be adjusted by multiplying such amount by a fraction, the
        numerator of which is the number of shares of Common Stock outstanding
        immediately after such event and the denominator of which is the number
        of shares of Common Stock that are outstanding immediately prior to such
        event.

                      (D)  In the event the Corporation shall at any time or
        from time to time after the Rights Declaration Date make or issue, or
        fix a record date for the determination of holders of Common Stock
        entitled to receive, a dividend or other distribution payable in
        securities of the Corporation or any of its subsidiaries, or of any
        other corporation or third party, other than in shares of Common Stock,
        then, in each such event, provisions shall be made so that the holders
        of Series V Preferred Stock shall receive, upon the conversion thereof,
        securities of the Corporation or any of its

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        subsidiaries or of any other corporation or third party which they would
        have received had their stock been converted into Common Stock on the
        date of such event.


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               Section 5. Reacquired Shares. Any shares of Series V Preferred
        Stock purchased or otherwise acquired by the Corporation in any manner
        whatsoever shall be retired and canceled promptly after the acquisition
        thereof. All such shares shall upon their cancellation become authorized
        but unissued shares of Preferred Stock and may be reissued as part of a
        new series of Preferred Stock to be created by resolution or resolutions
        of the Board of Directors, subject to the conditions and restrictions on
        issuance set forth herein.

               Section 6. Liquidation, Dissolution or Winding Up.

                      (A)  Upon any liquidation (voluntary or otherwise),
        dissolution or winding up of the Corporation, following the first
        priority liquidation preference of the Series C Preferred Stock in the
        amount of $5.00 per share plus any declared but unpaid dividends, and
        pari passu with the liquidation preference of the Series D Preferred
        Stock in the amount of $5.00 per share plus any declared but unpaid
        dividends ("Series D Liquidation Preference"), the liquidation
        preference of the Series E Preferred Stock in the amount of $4.00 per
        share plus any declared but unpaid dividends ("Series E Liquidation
        Preference"), the liquidation preference of the Series F Preferred Stock
        in the amount of $8.00 per share plus any declared but unpaid dividends
        ("Series F Liquidation Preference"), the liquidation preference of the
        Series G Preferred Stock in the amount of $20.00 per share plus any
        declared but unpaid dividends ("Series G Liquidation Preference"), the
        liquidation preference of the Series H Preferred Stock in the amount of
        $38.30 per share plus any declared but unpaid dividends ("Series H
        Liquidation Preference"), the liquidation preference of the Series I
        Preferred Stock in the amount of $4.19 per share plus any declared but
        unpaid dividends ("Series I Liquidation Preference"), the liquidation
        preference of the Series J Preferred Stock in the amount of $2.98 per
        share plus any declared but unpaid dividends ("Series J Liquidation
        Preference"), the liquidation preference of the Series K Preferred Stock
        in the amount of $3.19 per share plus any declared but unpaid dividends
        ("Series K Liquidation Preference"), the liquidation preference of the
        Series L Preferred Stock in the amount of $2.76 per share plus any
        declared but unpaid dividends ("Series L Liquidation Preference"), the
        liquidation preference of the Series M Preferred Stock in the amount of
        $2.23 per share plus any declared but unpaid dividends ("Series M
        Liquidation Preference"), the liquidation preference of the Series N
        Preferred Stock in the amount of $0.90 per share plus any declared but
        unpaid dividends ("Series N Liquidation Preference"), the liquidation
        preference of the Series O Preferred Stock in the amount of $1.06 per
        share of Series O Preferred Stock plus any declared but unpaid dividends
        (the "Series O Liquidation Preference"), the liquidation preference of
        the Series P Preferred Stock in the amount of $8.20 per share of Series
        P Preferred Stock plus any declared but unpaid dividends (the "Series P
        Liquidation Preference"), the liquidation preference of the Series Q
        Preferred Stock in the amount of $6.20 per share of Series Q Preferred
        Stock plus any declared but unpaid dividends (the "Series Q Liquidation
        Preference"), the liquidation preference of the Series R Preferred Stock
        in the amount of $5.80 per share of Series R Preferred Stock plus any
        declared but unpaid dividends (the "Series R Liquidation Preference"),
        the liquidation preference of Series S Preferred Stock in the amount of
        $3.20 per share of Series S Preferred Stock plus any declared but unpaid
        dividends (the "Series S Liquidation Preference"), the liquidation
        preference of Series T Preferred Stock in the amount of $20.20 per share
        of Series T Preferred Stock plus any declared but unpaid dividends (the
        "Series T Liquidation Preference"), and the liquidation preference of
        Series U Preferred Stock in the amount of $15.40 per share of series U
        Preferred Stock plus any declared but unpaid dividends (the "Series U
        Liquidation Preference"), no distribution shall be made to the holders
        of shares of stock ranking junior (either as to dividends or upon
        liquidation, dissolution or winding up) to the Series V Preferred Stock
        unless, prior thereto, the holders of shares of Series V Preferred Stock
        shall have received an amount equal to $10.60 per share of Series V
        Preferred Stock plus any declared but unpaid dividends ("Series V
        Liquidation Preference").

                      (B)  In the event, however, that there are not sufficient
        assets available to permit payment in full of the Series D Liquidation
        Preference, the Series E Liquidation Preference, the Series F
        Liquidation Preference, the Series G Liquidation Preference, the Series
        H Liquidation Preference, the Series I Liquidation Preference, the
        Series J Liquidation Preference, the Series K Liquidation Preference,
        the Series L Liquidation Preference, the Series M Liquidation
        Preference, the Series N Liquidation Preference, the Series O
        Liquidation Preference, the Series P Liquidation Preference, the Series
        Q Liquidation Preference, the Series R Liquidation Preference, the
        Series S Liquidation Preference, the Series T Liquidation Preference,
        the Series U Liquidation Preference, the Series V Liquidation Preference
        and the liquidation preferences of all other series of Preferred Stock,
        if any, which rank on a parity with the Series V Preferred Stock, then
        such remaining assets shall be distributed ratably to the holders of
        such parity shares in proportion to their respective liquidation
        preferences.

               Section 7. No Redemption. The shares of Series V Preferred Stock
        shall not be redeemable.

               Section 8.  Amendment. The Articles of Incorporation of the
        Corporation shall not be further amended in any manner which would (a)
        alter or change the powers, preferences or special rights or privileges
        of the Series V Preferred Stock so as to affect them adversely or (b)
        grant to any other class of shares any rights superior to those of the
        Series V Preferred Stock without the affirmative vote of the holders of
        a majority or more of the outstanding shares of Series V Preferred
        Stock, voting separately as a class.

               Section 9. Fractional Shares. Series V Preferred Stock may be
        issued in fractions of a share which shall entitle the holder, in
        proportion to such holder's fractional shares, to exercise voting
        rights, to receive dividends, to participate in distributions and to
        have the benefit of all other rights of holders of Series V Preferred
        Stock."


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        The undersigned declare under penalty of perjury that the matters set
forth in the foregoing Certificate are true of their own knowledge.

        Executed at Milpitas, California on October 21, 1999.




                                                 /S/    J. Richard Ellis
                                           ------------------------------------
                                           J. Richard Ellis
                                           President and Chief Executive Officer



                                                   /S/    Henry Madrid
                                           ------------------------------------
                                           Henry Madrid
                                           Chief Financial Officer