EXHIBIT 3.5
                               AMENDMENT TO BYLAWS
                        EFFECTIVE AS OF FEBRUARY 2, 2007

     Section 3.8 Qualifications.  No person shall be qualified to be elected and
to hold office as a Director if such person is  determined  by a majority of the
Board of Directors to have acted in a manner  contrary to the best  interests of
the Corporation,  including, but not limited to, the violation of either Federal
or  State  law,  or  breach  of any  agreement  between  that  Director  and the
Corporation  relating to his  services  as a Director,  employee or agent of the
Corporation. A Director need not be a shareholder.