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                                                        Exhibit 3.45


                                                     ENDORSED - FILED
                                         IN THE OFFICE OF THE SECRETARY OF STATE
                                                OF THE STATE OF CALIFORNIA

                                                        NOV - 5 2002

                                               BILL JONES, SECRETARY OF STATE

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

         We, Robert W. Riland III 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, said Board of Directors
on August 6, 2002 adopted the following resolution creating a series of 12,821
shares of Preferred Stock designated as Series RR Preferred Stock (none of which
shares have been issued as of the date hereof) including the following
resolution:

                  "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 RR Preferred Stock," initially consisting of 12,821 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 RR 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." The Certificate of Determination of Preferences
         for Series RR Preferred Stock is 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 RR Preferred Stock," no par value, and
         the number of shares constituting such series shall be 12,821.

                  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 RR 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 Stock, Series Q
         Preferred Stock, Series R Preferred Stock, Series S Preferred Stock,
         Series T Preferred Stock, Series U Preferred Stock, Series V Preferred
         Stock, Series W Preferred Stock, Series X Preferred Stock, Series Y
         Preferred Stock, Series Z Preferred Stock, Series AA Preferred Stock,
         Series BB Preferred Stock, Series CC Preferred Stock, Series DD
         Preferred Stock, Series EE Preferred Stock, Series FF Preferred Stock,
         Series GG Preferred Stock, Series HH Preferred Stock, Series II
         Preferred Stock, Series JJ Preferred Stock, Series KK Preferred Stock,
         Series LL Preferred Stock, Series MM Preferred Stock, Series NN
         Preferred Stock, Series OO

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         Preferred Stock, Series PP Preferred Stock and Series QQ 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 RR 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
         RR 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 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 Stock, Series Q Preferred
         Stock, Series R Preferred Stock, Series S Preferred Stock, Series T
         Preferred Stock, Series U Preferred Stock, Series V Preferred Stock,
         Series W Preferred Stock, Series X Preferred Stock, Series Y Preferred
         Stock, Series Z Preferred Stock, Series AA Preferred Stock, Series BB
         Preferred Stock, Series CC Preferred Stock, Series DD Preferred Stock,
         Series EE Preferred Stock, Series FF Preferred Stock, Series GG
         Preferred Stock, Series HH Preferred Stock, Series II Preferred Stock,
         Series JJ Preferred Stock, Series KK Preferred Stock, Series LL
         Preferred Stock, Series MM Preferred Stock, Series NN Preferred Stock,
         Series OO Preferred Stock, Series PP Preferred Stock and Series QQ
         Preferred Stock, dividends shall simultaneously be declared and paid on
         the outstanding shares of Series RR Preferred Stock, pari passu with
         the 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
         Stock, Series Q Preferred Stock, Series R Preferred Stock, Series S
         Preferred Stock, Series T Preferred Stock, Series U Preferred Stock,
         Series V Preferred Stock, Series W Preferred Stock, Series X Preferred
         Stock, Series Y Preferred Stock, Series Z Preferred Stock, Series AA
         Preferred Stock, Series BB Preferred Stock, Series CC Preferred Stock,
         Series DD Preferred Stock, Series EE Preferred Stock, Series FF
         Preferred Stock, Series GG Preferred Stock, Series HH Preferred Stock,
         Series II Preferred Stock, Series JJ Preferred Stock, Series KK
         Preferred Stock, Series LL Preferred Stock, Series MM Preferred Stock,
         Series NN Preferred Stock, Series OO Preferred Stock, Series PP
         Preferred Stock and Series QQ Preferred Stock based upon the number of
         shares of Common Stock into which 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 Stock, Series Q Preferred Stock, Series R
         Preferred Stock, Series S Preferred Stock, Series T Preferred Stock,
         Series U Preferred Stock, Series V Preferred Stock, Series W Preferred
         Stock, Series X Preferred Stock, Series Y Preferred Stock, Series Z
         Preferred Stock, Series AA Preferred Stock, Series BB Preferred Stock,
         Series CC Preferred Stock, Series DD Preferred Stock, Series EE
         Preferred Stock, Series FF Preferred Stock, Series GG Preferred Stock,
         Series HH Preferred Stock, Series II Preferred Stock, Series JJ
         Preferred Stock, Series KK Preferred Stock, Series LL Preferred Stock,
         Series MM Preferred Stock, Series NN Preferred Stock, Series OO
         Preferred Stock, Series PP Preferred Stock, Series QQ Preferred Stock
         and Series RR 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

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         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 RR Preferred Stock were entitled
         immediately prior to such event under the preceding sentence shall be
         adjusted as set forth in Section 4(C) hereof.

                           (B)      The Corporation shall declare a dividend or
         distribution on the Series RR 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 RR
         Preferred Stock shall have the following voting rights:

                           (A)      Each holder of Series RR Preferred Stock is
         entitled to a number of votes equal to the number of shares of Common
         Stock into which the holder's Series RR Preferred Stock is then
         convertible. Except as provided by law, the Common Stock and Series RR
         Preferred Stock (and any series of Preferred Stock which may be
         subsequently authorized which is convertible into shares of Common
         Stock and which has 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 a single class on all matters to
         come before the shareholders for approval. 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 RR 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 RR Preferred Stock and the holders
         of shares of Common Stock (and any series of Preferred Stock which may
         be subsequently authorized which is convertible into shares of Common
         Stock and which has 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 RR 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 RR Preferred Stock
         may, at any time, in such holder's sole discretion, convert all or any
         part of such holder's shares of Series RR 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 RR 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
         RR 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
         RR Preferred Stock into

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         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 RR 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 RR Preferred Stock shall receive, upon the conversion
         thereof, securities of the Corporation or any of its 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.

                  Section 5. Reacquired Shares. Any shares of Series RR
         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

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         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 $.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 plus any declared but unpaid dividends ("Series O Liquidation
         Preference"), the liquidation preference of the Series P Preferred
         Stock in the amount of $8.20 per share plus any declared but unpaid
         dividends ("Series P Liquidation Preference"), the liquidation
         preference of the Series Q Preferred Stock in the amount of $6.20 per
         share plus any declared but unpaid dividends ("Series Q Liquidation
         Preference"), the liquidation preference of the Series R Preferred
         Stock in the amount of $5.80 share plus any declared but unpaid
         dividends ("Series R Liquidation Preference"), the liquidation
         preference of the Series S Preferred Stock in the amount of $3.20 per
         share plus any declared but unpaid dividends ("Series S Liquidation
         Preference"), the liquidation preference of the Series T Preferred
         Stock in the amount of $20.20 per share plus any declared but unpaid
         dividends ("Series T Liquidation Preference"), the liquidation
         preference of the Series U Preferred Stock in the amount of $15.40 per
         share plus any declared but unpaid dividends ("Series U Liquidation
         Preference"), the liquidation preference of the Series V Preferred
         Stock in the amount of $10.60 per share plus any declared but unpaid
         dividends ("Series V Liquidation Preference"), the liquidation
         preference of the Series W Preferred Stock in the amount of $14.90 per
         share plus any declared but unpaid dividends ("Series W Liquidation
         Preference"), the liquidation preference of the Series X Preferred
         Stock in the amount of $25.00 per share plus any declared but unpaid
         dividends ("Series X Liquidation Preference"), the liquidation
         preference of the Series Y Preferred Stock in the amount of $19.10 per
         share plus any declared but unpaid dividends ("Series Y Liquidation
         Preference"), the liquidation preference of the Series Z Preferred
         Stock in the amount of $21.30 per share plus any declared but unpaid
         dividends ("Series Z Liquidation Preference"), the liquidation
         preference of the Series AA Preferred Stock in the amount of $18.10 per
         share plus any declared but unpaid dividends ("Series AA Liquidation
         Preference"), the liquidation preference of the Series BB Preferred
         Stock in the amount of $18.30 per share plus any declared but unpaid
         dividends ("Series BB Liquidation Preference"), the liquidation
         preference of the Series CC Preferred Stock in the amount of $16.20 per
         share plus any declared but unpaid dividends ("Series CC Liquidation
         Preference"), the liquidation preference of the Series DD Preferred
         Stock in the amount of $20.00 per share plus any declared but unpaid
         dividends ("Series DD Liquidation Preference"), the liquidation
         preference of the Series EE Preferred Stock in the amount of $11.10
         per share plus any declared but unpaid dividends ("Series EE
         Liquidation Preference"), the liquidation preference of the Series FF
         Preferred Stock in the amount of $9.70 per share plus any declared but
         unpaid dividends ("Series FF Liquidation Preference"), the liquidation
         preference of the Series GG Preferred Stock in the amount of $11.10
         per share plus any declared but unpaid dividends ("Series GG
         Liquidation Preference"), the liquidation preference of the Series HH
         Preferred Stock in the amount of $12.30 per share plus any declared but
         unpaid dividends ("Series HH Liquidation Preference"), the liquidation

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         preference of the Series II Preferred Stock in the amount of $15.00 per
         share plus any declared but unpaid dividends ("Series II Liquidation
         Preference"), the liquidation preference of the Series JJ Preferred
         Stock in the amount of $14.50 per share plus any declared but unpaid
         dividends ("Series JJ Liquidation Preference"), the liquidation
         preference of the Series KK Preferred Stock in the amount of $13.60
         per share plus any declared but unpaid dividends ("Series KK
         Liquidation Preference"), the liquidation preference of the Series LL
         Preferred Stock in the amount of $15.30 per share plus any declared
         but unpaid dividends ("Series LL Liquidation Preference"), the
         liquidation preference of the Series MM Preferred Stock in the amount
         of $10.40 per share plus any declared but unpaid dividends ("Series MM
         Liquidation Preference"), the liquidation preference of the Series NN
         Preferred Stock in the amount of $8.90 per share plus any declared but
         unpaid dividends ("Series NN Liquidation Preference"), the liquidation
         preference of the Series OO Preferred Stock in the amount of $7.20 per
         share plus any declared but unpaid dividends ("Series OO Liquidation
         Preference"), the liquidation preference of the Series PP Preferred
         Stock in the amount of $8.10 per share plus any declared but unpaid
         dividends ("Series PP Liquidation Preference"), and the liquidation
         preference of the Series QQ Preferred Stock in the amount of $7.50 per
         share plus any declared but unpaid dividends ("Series QQ 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 RR Preferred Stock unless,
         prior thereto, the holders of shares of Series RR Preferred Stock shall
         have received an amount equal to $7.80 per share of Series RR Preferred
         Stock plus any declared but unpaid dividends ("Series RR 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, the Series W Liquidation Preference, the Series
         X Liquidation Preference, the Series Y Liquidation Preference, the
         Series Z Liquidation Preference, the Series AA Liquidation Preference,
         the Series BB Liquidation Preference, the Series CC Liquidation
         Preference, the Series DD Liquidation Preference, the Series EE
         Liquidation Preference, the Series FF Liquidation Preference, the
         Series GG Liquidation Preference, the Series HH Liquidation Preference,
         the Series II Liquidation preference, the Series JJ Liquidation
         Preference, the Series KK Liquidation Preference, the Series LL
         Liquidation Preference, the Series MM Liquidation Preference, the
         Series NN Liquidation Preference, the Series OO Liquidation Preference,
         the Series PP Liquidation Preference, the Series QQ Liquidation
         Preference, the Series RR Liquidation Preference and the liquidation
         preferences of all other series of Preferred Stock, if any, which rank
         on a parity with the Series RR 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 RR Preferred
         Stock shall not be redeemable.

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                  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 RR 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 RR Preferred Stock without the affirmative vote of the holders
         of a majority or more of the outstanding shares of Series RR Preferred
         Stock, voting separately as a class.

                  Section 9. Fractional Shares. Series RR 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, receive dividends, participate in distributions and to have the
         benefit of all other rights of holders of Series RR Preferred Stock.

                  (remainder of page intentionally left blank)

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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 November 1, 2002.

                                       /s/ Robert W. Riland III
                                       -----------------------------------------
                                       Robert W. Riland III
                                       President and Chief Executive Officer

                                       /s/ Henry Madrid
                                       -----------------------------------------
                                       Henry Madrid
                                       Chief Financial Officer

                                                           [SEAL]