Exhibit
      10.5


    Amendment
      to Share Exchange Agreement

    


    This
      Amendment No.1 to Share Exchange Agreement is dated as of July 15, 2005
      (“Amendment
      No. 1”)
      by and
      among (i) Phelps Engineered Plastics Corp. a Nevada corporation (“Phelps”), (ii)
      Clayton Dunning Group, Inc., a Florida corporation (“CDG”), and (iii) the
      shareholders of the CDG owning a majority of the outstanding shares (the
“Shareholders”).
      Phelps, CDG, and the Shareholders are referred to collectively as the
“Parties”.

    


    WHEREAS,
      the Parties have previously entered into an agreement dated as of July 1, 2005
      

    (“Share
      Exchange Agreement”),
      whereby
      all of the shareholders of CGD agreed to exchange all of their shares of CDG
      for
      shares of Phelps upon the terms contained therein. 

    


    WHEREAS,
      the Parties hereto desire to amend the Share Exchange Agreement to correct
      the
      number of shares to be issued to the CDG Shareholders from 96,468,627 shares
      of
      Phelps to 113,131,453 shares and to provide for the return to Phelps of the
      16,662,826 shares of its Common Stock held in the name of CDG.

    


    NOW
      THEREFORE, upon the terms and conditions herein contained and for good and
      valuable consideration, the Parties agree as follows.

    


    1. All
      terms
      not otherwise defined herein shall have the meanings ascribed to such terms
      in
      the Share Exchange Agreement.

    


    2. 
      Section
      4.1 is hereby amended in its entirety to read as follows:

    


    4.1 The
      Exchange.
      The CDG
      Shareholders agree to assign, transfer, and deliver to the Corporation, free
      and
      clear of all liens, pledges, encumbrances, charges, restrictions or known claims
      of any kind, nature, or description, all of the outstanding common shares and
      one Series A Preferred Stock of CDG constituting 100% of the issued and
      outstanding shares of CDG on a fully diluted basis, and the Corporation agrees
      to acquire such shares by issuing and delivering to the CDG Shareholders in
      exchange therefor an aggregate of 113,131,453 common shares and one Series
      C
      Preferred Stock.

    


    In
      addition to the foregoing, CDG shall return to Phelps for cancellation
      16,662,826 shares of Phelps held by it. 

     

    3. All
      other
      terms and conditions of the Share Exchange Agreement shall remain in full force
      and effect.

    


    [signature
      page is next]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [signature
      page to amendment to Share Exchange Agreement]

    


    


    IN
      WITNESS WHEREOF, the undersigned has duly executed this Amendment No. 1 as
      of
      the date above written.

    


    
      
        	
                Clayton
                  Dunning Group, Inc.

              	
                Phelps
                  Engineered Plastics Corp.

              
	 	 
	 	 
	
                By:________________________

              	
                By:_________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 	 
	
                ___________________________

              	
                ____________________________

              
	
                Robert
                  C. Lau

              	
                Ara
                  Proudian

              
	 	 
	 	 
	
                ___________________________

              	
                ____________________________

              
	
                Kenneth
                  Sidler

              	
                David
                  Sanducci

              
	 	 
	 	 
	
                Roadrunner
                  Capital Group, LLC

              	 
	 	 
	 	 
	
                By:_______________________

              	 
	
                Christopher
                  Messalas