EXHIBIT 10.8

                                    DELAWARE
                                 The First State


                                                                          PAGE 1


     I,  HARRIET  SMITH  WINDSOR,  SECRETARY  OF STATE OF STATE OF THE  STATE OF
DELAWARE,  DO HEREBY  CERTIFY THE  ATTACHED  IS A TRUE AND  CORRECT  COPY OF THE
CERTIFICATE OF AMENDMENT OF "EQUITY  TECHNOLOGIES & RESOURCES,  INC.",  FILED IN
THIS OFFICE ON THE SEVENTH DAY OF DECEMBER, A.D. 2005, AT 4:01 O'CLOCK P.M.

     A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW  CASTLE
COUNTY RECORDER OF DEEDS.
















2153848           8100        (SEAL)   /x/ Harriet Smith Windsor
                                       -----------------------------------
050996146                              Harriet Smith Windsor, Secretary of State
                                       AUTHENTICATION:            4352780
                                                 DATE:            12-08-05


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                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                      EQUITY TECHNOLOGIES & RESOURCES, INC.



     Pursuant to the provisions of the Delaware General  Corporation Law, Equity
Technologies & Resources,  Inc. adopts the following Certificate of Amendment to
its Certificate of Incorporation:

     FIRST: The name of the Corporation is Equity Technologies & Resources, Inc.

     SECOND: The following  amendment to the Certificate of Incorporation of the
Corporation  was adopted by resolution  adopted by the  shareholders on the 21st
day of July, 2000, in the manner prescribed by the Delaware General  Corporation
Law:

             "The  Certification  of  Incorporation  shall be  amended by
        adding  Article  VII  (Action by  Majority  Vote),  Article  VIII
        (Special  Authority of Board of Directors);  Article IX (Conflict
        of Interest); and Article X (Indemnification) as set forth herein
        below, and specifically designated as Article VII through Article
        X."

     THIRD:  The date of adoption of the amendment by the  shareholders was July
21, 2000 and the date of adoption of the amendment by the Board of Directors was
July 21, 2000.

     FOURTH:  The number of shares voted for the amendment by the holders of the
outstanding  shares  of common  stock was  sufficient  for the  approval  of the
amendment.

     FIFTH: The manner in which any exchange,  reclassification  or cancellation
of issued  shares  provided for in the  amendment  shall be effected as follows.
None except as may be implied in Article VIII below.

     SIXTH: The manner in which such amendment effects a change in the amount of
stated capital and the amount of stated capital  changed by such amendment is as
follows. None.







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     Article VII (Action by Majority Vote) of the  Certificate of  Incorporation
is hereby added, as follows:


                                   ARTICLE VII

     The by-laws of the corporation may provide that any matter to be voted upon
by either the directors or the  shareholders  of the  corporation  shall require
only  a  majority  vote.   Consents  in  writing  of  either  the  directors  or
shareholders  need  by  approved  only  by  a  majority  of  such  directors  or
shareholders.



     Article VIII (Special  Authority of Board of Directors) of the  Certificate
of Incorporation is hereby added, as follows:


                                  ARTICLE VIII.

     The board of directors by a majority  vote thereof  shall be and are hereby
authorized  to  enter  into  on  behalf  of  the  corporation  and to  bind  the
corporation  without  shareholder  approval,  any and all acts approving (a) the
terms and  conditions of a merger and/or a share  exchange;  and (b)  divisions,
combinations  and/or  splits  of  shares  of any class or series of stock of the
corporation,  whether  issued or  unissued,  with or  without  any change in the
number of  authorized  shares;  to the  extent  that the  provisions  herein are
consistent with the Delaware General Corporation Law.



     Article IX (Conflict of Interest) of the  Certificate of  Incorporation  is
hereby added, as follows:


                                   ARTICLE IX

     Any related party contract or transaction  must be authorized,  approved or
ratified at a meeting of the Board of  Directors by  sufficient  vote thereon by
directors not interested  therein or the transaction must be fair and reasonable
to the corporation.



         Article X (Indemnification) of the Certificate of Incorporation is
hereby added, as follows:

                                    ARTICLE X

     The  corporation  shall  indemnify its officers,  directors,  employees and
agents in accordance with the following:

     (a) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation, or is or was otherwise serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), judgments, fines and amounts paid in settlement,  actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he


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acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding, has no reasonable cause to believe his conduct to
be unlawful.  The  termination of any action,  suit or proceeding,  by judgment,
order, settlement,  conviction upon a plea of nolo contendere or its equivalent,
shall not of itself  create a  presumption  that the  person did not act in good
faith in a manner he  reasonably  believed to be in, or not opposed to, the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe the action was unlawful.

     (b) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the  corporation,  to procure a judgment in its favor
by reason of the fact that he is or was a director,  officer,  employee or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement  of such action or suit, if he acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to whether such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
corporation, unless, and only to the extent that, the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability,  but in view of all  circumstances  of the case, such
person is fairly and reasonably  entitled to  indemnification  for such expenses
which such court deems proper.

     (c) To the  extent  that a  director,  officer,  employee  or  agent of the
corporation has been successful on the merits or otherwise in the defense of any
action,  suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

     (d) Any  indemnification  under Section (a) or (b) of this Article  (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case  upon  a  determination  that  indemnification  of  the  officer,
director,  employee or agent is proper under the  circumstances,  because he has
met the  applicable  standard of conduct set forth in Section (a) or (b) of this
Article.  Such  determination  shall be made (i) by the board of  directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and  represented at a meeting
called for that purpose.

     (e) Expenses  (including  attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final  disposition  of such action,  suit or  proceeding,  as  authorized in
Section (d) of this Article,


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upon  receipt  of an  understanding  by or on behalf of the  director,  officer,
employee or agent to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified  by the  corporation as authorized in this
Article.

     (f) The board of directors may exercise the corporation's power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee,  or agent of the  corporation,  or is or was  serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership, joint venture, trust or other enterprise, against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this Article.

     (g) The  indemnification  provided  by this  Article  shall  not be  deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  under  this  Amended   Certificate  of  Incorporation,   the  by-laws,
agreements,  vote of the shareholders or disinterested  directors, or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office and shall continue as to a person who has ceased to be
a  director,  officer,  employee  or agent and shall inure to the benefit of the
heirs and personal representatives of such a person.

     IN WITNESS WHEREOF,  Equity Technologies & Resources,  Inc. has caused this
Certificate of Amendment to the Certificate of Incorporation to be executed this
21st day of July, 2000.




EQUITY TECHNOLOGIES & RESOURCES, INC.
a Delaware Corporation

By:  /x/ Frank G. Dickey, Jr.
     ---------------------------------------
        Frank G. Dickey Jr., President

                                               ATTEST:

                                                       /x/ Laura G. White
                                                      -------------------------
                                                      Laura G. White, Secretary





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