EXHIBIT 3.5

                                                      STATE OF DELAWARE
                                                      SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 10/04/2001
                                                      010497408 - 2681115

                                   CERTIFICATE
                                       FOR
                         RENEWAL AND REVIVAL OF CHARTER
                                       OF
                                    AMAC Inc.

         AMAC  Inc.,  a  corporation  organized  under  the laws of the State of
Delaware,  the certificate of  incorporation of which was filed in the Office of
the  Secretary of State on the 6th da of  November,  1996,  and whose  corporate
charter was forfeited on the 16th day of September, 2001, now desires to procure
a  restoration,  renewal and revival of its  charter,  and hereby  certifies  as
follows:

         1. The name of this corporation is AMAC Inc.

         2. Its registered  office in the State of Delaware is located at 30 Old
Rudnick Lane, Suite 100, in the City of Dover,  County of Kent, and the name and
address of its registered agent is LEXIS Document Services, Inc., 30 Old Rudnick
Lane, Suite 100, Dover, Delaware 19901.

         3. The date when the restoration,  renewal,  and revival of the charter
of this company is to commence is the 15th day of  September,  2001,  same being
prior to the date of the expiration of the charter.  This renewal and revival of
the charter of this corporation is to be perpetual.

         4. This  corporation  was duly  organized  and carried on the  business
authorized by its charter  until the 16th day of September,  2001, at which time
its chatter  became  inoperative  and forfeited for failure to name an agent and
this  certificate  for  renewal and  revival is filed by  authority  of the duly
elected directors of the corporation in accordance with the laws of the State of
Delaware.

         IN TESTIMONY  WHEREOF and in compliance  with the provisions of Section
312 of the  General  Corporation  Law of the  State  of  Delaware,  as  amended,
providient  gor  the  renewal,   revival  and  restoration  of  charters,   this
Certificate ha been executed by the laws acting authorized officer, this 3rd day
of October, A.D., 2001.


                                         Signature:   /S/ RICHARD SMITH
                                                      --------------------------
                                                          Richard Smith
                                                          President