<DOCUMENT>
<TYPE>EX-3.5
<SEQUENCE>2
<FILENAME>e602295_ex3-5.txt
<DESCRIPTION>AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

                                                                     Exhibit 3.5

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                DIVERSIFAX, INC.

It is hereby certified that:

      1. The name of the corporation (hereinafter called the "Corporation") is
Diversifax, Inc.

      2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article 4 thereof and by substituting in lieu of said Article
the following new Article:

      "4. The total number of shares of all classes of stock which the
      corporation shall have authority to issue is Seventy-One Million
      (71,000,000) which are divided into Seventy Million (70,000,000) shares of
      Common Stock, par value $.001 per share and One Million (1,000,000) shares
      of Open Stock, par value $.001 per share.

      On the effective date (the "Effective Date") of this Certificate of
      Amendment, all outstanding shares of Common Stock of the corporation shall
      be automatically combined at the rate of one-for-one-hundred (1-for-100)
      (the "Reverse Split") without the necessity of any further action on the
      part of the holders thereof or the corporation, provided, however, that
      the corporation shall, through its transfer agent, exchange certificates
      representing Common Stock outstanding immediately prior to the Reverse
      Split (the "Existing Common") into new certificates representing the
      appropriate number of shares of Common Stock resulting from the
      combination ("New Common"). No fractional shares, but only whole shares of
      New Common, shall be issued to any holder of fewer than one hundred (100)
      shares or any number of shares which, when divided by one hundred (100),
      does not result in a whole number. Immediately after the effectiveness of
      the Reverse Split, the total number of shares of Common Stock the Company
      is authorized to issue shall be increased to Seventy Million (70,000,000).

      Share of Open Stock may be issued from time to time in one or more classes
      or one or more series within any class thereof, in any manner permitted by
      law, as determined from time to time by the board of directors and state
      in the resolution or resolutions providing for the issuance of such shares
      adopted by the board of directors pursuant to authority hereby vested in
      it, each class or series to be appropriately designated, prior to the
      issuance of any shares thereof, by some distinguishing letter, number,
      designation or title. All shares of stock in such classes or series may be
      issued for such consideration and have such voting powers, full or
      limited, or no voting powers, and shall have such designations,
      preferences and relative, participating, optional or other special rights,
      and qualifications, limitations or restrictions thereof, permitted by law,
      as shall be stated and expressed in the resolution or resolutions
      providing for the issuance of such shares adopted by the board of
      directors pursuant to authority hereby vested in it. The number of shares
      of stock of any series, as set forth in such resolution or resolutions,
      may be increased (but not above the total number of authorized shares by
      resolutions adopted by the board of directors pursuant to authority hereby
      vested in it."

      3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.

<PAGE>

      4. The effective date of the amendment of the Certificate of Incorporation
herein certified shall be October 23, 2006.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Incorporation of the Corporation this 6th day of
October 2006.

                                                 /s/ Juxiang Yu
                                                 -------------------------------
                                                 Name: Juxiang Yu


                                       2
</TEXT>
</DOCUMENT>
