EXHIBIT 3.5



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                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION


         KARTS  INTERNATIONAL  INCORPORATED ("the  Corporation"),  a corporation
organized  and existing  under and by virtue of the Nevada  General  Corporation
Law, DOES HEREBY CERTIFY:

         FIRST: The name of the Corporation is Karts International Incorporated.

         SECOND: The Board of Directors of the Corporation  adopted a resolution
to amend  the  Articles  of  Incorporation  as  amended.  Article  FOURTH of the
Articles of  Incorporation  of the Corporation is hereby amended and restated in
its entirety to read as follows:

                  "FOURTH.  The  Corporation  shall have  authority to issue two
         classes of shares to be  designated,  respectively,  "Common Stock" and
         "Preferred Stock." The aggregate number of shares of capital stock that
         the  Corporation  will have  authority to issue is One Hundred  Million
         (100,000,000)  shares,  Ninety  Million  (90,000,000)  of which will be
         shares of Common Stock,  having a par value of $.001 per share, and Ten
         Million (10,000,000) of which will be shares of Preferred Stock, having
         a par value of $.001 per share.

                  Preferred  Stock may be issued in one or more series as may be
         determined  from time to time by the Board of Directors.  All shares of
         any one series of Preferred  Stock will be  identical  except as to the
         date of issue  and the  dates  from  which  dividends  on shares of the
         series  issued  on  different  dates  will  cumulate,   if  cumulative.
         Authority  is hereby  expressly  granted to the Board of  Directors  to
         authorize the issuance of one or more series of Preferred Stock, and to
         specify by  resolution or  resolutions  providing for the issue of each
         such  series,  the  voting  powers,   designations,   preferences,  and
         relative, participating,  optional, redemption, conversion, exchange or
         other special  rights,  qualifications,  limitations or restrictions of
         such  series,  and the  number of shares  in each  series,  to the full
         extent now or hereafter permitted by law."

         THIRD: This certificate of Amendment of Articles of Incorporation shall
be effective as of December 12, 2000.

         FOURTH: The Corporation's  outstanding shares of Common Stock, Series A
Preferred  Stock and  Series B  Preferred  Stock are the only  classes of voting
securities  of  the  Corporation.  The  number  of  shares  of  the  Corporation
outstanding   and   entitled  to  vote  on  an  amendment  to  the  Articles  of
Incorporation  consists of 4,000,0000  shares of Series A Preferred  Stock which
have voting  rights  equivalent  to 8,000,000  votes,  73,333 shares of Series B
Preferred  Stock which have voting rights  equivalent  to  14,666,600  votes and
7,498,392  shares of Common  Stock which are entitled to one vote for each share
of Common Stock. The holders of the Series A Preferred Stock, Series B Preferred
Stock and  shares of  Common  Stock had the right to cast a total of  30,164,992
votes at the Annual Meeting of  Stockholders  held on December 12, 2000. A total
of 24,626,408  votes were cast for the amendment,  74,063 votes were against the
amendment and 60,918 votes abstained. The change and amendment were consented to
and approved by a majority vote of the stockholders  holding at least a majority
of each class of stock outstanding and entitled to vote thereon.




CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION - Page 1

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                                KARTS INTERNATIONAL INCORPORATED


                                ________________________________________________
                                Charles Brister, President

                                ________________________________________________
                                Geoffrey Craig benRichard, Secretary


State of Texas          ss.
                        ss.
County of Dallas        ss.

         On  _______________________,  personally  appeared  before me, a Notary
Public,  Charles Brister and Geoffrey Craig  benRichard,  who acknowledged  that
they executed the above instrument in their capacity as President and Secretary,
respectively, of Karts International Incorporated.


                                         _______________________________________
                                         Notary Public










CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION - Page 2