EXHIBIT 3.5

         The Board of Directors of Solvis Group, Inc. met on November 12, 2003
in order to amend the Bylaws of the Corporation. The following resolution was
passed by unanimous consent.

         RESOLVED, that the Bylaws of the Corporation be amended as follows:

         ARTICLE I - SECTION 1 - Stockholders' meetings shall be held in the
office of the Corporation, or at such other place or places as the Directors
shall, from time to time, determine.

         ARTICLE I - SECTION 2 - The Annual Meeting of the stockholder of this
Corporation shall be held at such time and place as shall be determined by the
Board of Directors, a which time there shall be elected by the stockholders of
the Corporation, a Board of Directors for the ensuing year, and the stockholders
shall transact such other business as shall properly come before them.

         ARTICLE I - SECTION 5 - Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, a
majority of the Board of Directors, or by the holder of a majority shares of the
capital stock of the Corporation. The Secretary shall mail a notice of such
meeting called to each stockholder of the Company, at least ten (10) days before
such meeting, and such notice shall state the time and place of the meeting, and
the object thereof. No business shall be transacted at a special meeting except
as stated in the notice sent to the stockholders, unless by unanimous consent of
all stockholders present, either in person or by proxy, all such stock being
represented at the meeting.

         ARTICLE III - SECTION 1 - A Board of Directors, consisting of at least
three (3) and no more than nine(9) persons shall be chosen annually by the
stockholders at their annual meeting to manage the affairs of the Company,
except that, in case all the shares of the Corporation are owned beneficially
and of record by either one or two stockholders, the number of Directors may be
less than three (3) but not less than the number of stockholders. The Directors'
term of office shall be one (1) year, and Directors may be elected for
successive annual terms. In the absence of an Annual Meeting, Directors shall
serve until the next election of directors at the next Annual Meeting of
stockholders.

         ARTICLE III - SECTION 3 - Regular meetings of the Board of Directors
shall be held from time to time, at the office of the Company, or at such other
time or place as the Board of Directors shall, by resolution appoint; special
meetings may be called by the Chairman of the Board, President, or any Director,
giving ten (10) days' notice to each Director. Special meetings may also be
called by execution of the appropriate waiver of notice and called when executed
by a majority of the Directors of the Company. A majority of the Directors shall
constitute a quorum.

         ARTICLE III - SECTION 6 - The Board of Directors shall elect, by
majority vote, a Chairman, who shall preside at all meetings of the Board of
Directors and of shareholders.

         ARTICLE IV - SECTION 1 - The officers of this Company shall consist of
a President, one or more Vice Presidents, Secretary, Treasurer, and such other
officers as shall, from time to time, be elected or appointed by the Board of
Directors.

         ARTICLE IV - SECTION 2 - The PRESIDENT shall be the Chief Executive
Officer of the Corporation. He shall sign or countersign all stock certificates,
contracts, and other instruments of the corporation as authorized by the Board
of Directors, and shall perform all such other duties as are incident to his
office, or are required by him by the Board of Directors. The Board of Directors
shall appoint a person to exercise the functions of the President during his
absence or disability.

         ARTICLE IV - SECTION 3 - The VICE PRESIDENT, if any, shall have such
powers and such duties as may be assigned to him, from time to time, by the
President and/or the Board of Directors.


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         ARTICLE IV - SECTION 4 - The SECRETARY shall issue notices for all
meetings as required by the Bylaws, shall keep a record of the minutes of the
proceedings of the meetings of the stockholders and Directors, shall have charge
of the Corporate records, and shall make such reports, and perform such other
duties as are incident to his office, or properly required of him by the Board
of Directors. He shall be responsible that the corporation complies with Section
78-105 of the Nevada Corporation Laws, and supplies to the Nevada Resident
Agent, any and all amendments to the Corporation's Articles of Incorporation and
any and all amendments or changes to the Bylaws of the Corporation. In
compliance with Section 78-105, he will also supply to the Nevada Resident
Agent,and maintain, a current statement settling out the name of the custodian
of the stock ledger, or duplicate stock ledger, and the present and complete
Post Office address, including street and number, if any, where such stock
ledger or duplicate stock ledger specified in the section is kept.

         ARTICLE IV - SECTION 5 - The TREASURER, if any, shall have the custody
of all monies and securities of the Corporation, and shall keep regular books of
account. He shall disburse the funds of the Corporation in payment of the just
demands against the Corporation, or as may be ordered by the Board of Directors,
making proper vouchers for such disbursements, and shall render to the Board of
Directors, from time to time, as may be required of him, an account of all his
transactions as Treasurer, and of the financial condition of the Corporation. He
shall perform all duties incident to his office, or which are properly required
of him by the Board of Directors.

         ARTICLE IV - SECTION 5- The RESIDENT AGENT shall be in charge of the
Corporation's registered office in the State of Nevada, upon whom process
against the Corporation may be served, and shall perform all duties required of
him by statute. However, the Resident Agent shall not be an officer of the
Corporation.

         ARTICLE VI, SECTION 1. - Executive Committee. The Board of Directors
may appoint from among its members an Executive Committee of not less than two
(2) nor more than seven (7) members, one of whom shall be the President and
shall designate one of such members as Chairman. The Executive Committee shall
be charged with direct oversight of the operational management of the company,
subject to specific instructions of the Board of Directors.

         ARTICLE VI, SECTION 2. - Audit Committee. The Board of Directors shall
elect from its own number an Audit Committee, which shall consist of no less
than two (2) Directors. Regardless of the number of Directors elected to the
Audit Committee, at least two (2) members shall be independent as defined by the
rules of the Securities and Exchange Commission. The Audit Committee shall act
in accordance with the rules of the Securities and Exchange Commission,
including selection and management of the Corporation's independent accountants.

         ARTICLE V, SECTION 3. - Compensation Committee. The Board of Directors
shall elect from its own number a Compensation Committee, which shall consist of
no less than two (2) Directors. The Compensation Committee shall be responsible
for setting the compensation for all corporate officers.

         ARTICLE III, SECTION 4. - Other Committees. The Board of Directors may
organize any other committees it deems suitable to manage the affairs of the
Corporation. The members of any such committee shall be elected from its own
number.


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