Exhibit 3.5


                           Certificate of Designation
                                       of
                      Series B Convertible Preferred Stock
                                       of
                               BPK Resources, Inc.

                        Pursuant to Section 78.403 of the
                 General Corporation Law of the State of Nevada

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         BPK Resources,  Inc., a Nevada  corporation (the  "Corporation"),  does
hereby certify that,  pursuant to the authority contained in Section 4.01 of its
Articles of Incorporation,  as amended, and in accordance with the provisions of
Section  78.1955 of the Nevada  Revised  Statutes,  the  Corporation's  Board of
Directors  has duly  adopted  the  following  resolution  creating  a Series  of
Preferred Stock designated as Series B Convertible Preferred Stock:

         RESOLVED,  that the Corporation hereby designate and create a Series of
the  authorized  Preferred  Stock of the  Corporation,  designated  as  Series B
Convertible Preferred Stock, as follows:

         FIRST: Of the 10,000,000  shares of Preferred  Stock,  par value $0.001
per share, authorized to be issued by the Corporation, 829,755 shares are hereby
designated as "Series B Convertible  Preferred  Stock." The rights,  preference,
privileges and restrictions granted to and imposed upon the Series B Convertible
Preferred Stock are as set forth below:

         1.  Definitions.   For  purposes  of  this  resolution,  the  following
definitions shall apply:

                  (a)  "Board"   shall  mean  the  Board  of  Directors  of  the
Corporation.

                  (b) "Common  Stock"  shall mean the Common  Stock,  $0.001 par
value per share, of the Corporation.

                  (c)  "Original  Issue Price" shall mean $.55 per share for the
Series B Preferred Stock.

                  (d)  "Series  B  Preferred  Stock"  shall  mean  the  Series B
Convertible Preferred Stock, $0.001 par value per share, of the Corporation

         2. Dividend Rights. The Series B Convertible Preferred Stock shall have
no dividend rights.

         3. Liquidation, Dissolution, Winding Up.

                  (a) If the Corporation shall adopt a plan of liquidation or of
dissolution,  or commence a voluntary case under the federal  bankruptcy laws or
any other applicable state or federal bankruptcy,  insolvency or similar law, or
consent to the entry of an order for relief in any  involuntary  case under such
law  or to the  appointment  of a  receiver,  liquidator,  assignee,  custodian,

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trustee or  sequestrator  (or similar  official)  of the  Corporation  or of any
substantial  part of its property,  or make an assignment for the benefit of its
creditors,  or admit in writing its inability to pay its debts generally as they
become  due and on  account  of such  event  the  Corporation  shall  liquidate,
dissolve or wind up, or upon any other liquidation, dissolution or winding up of
the Corporation,  then and in that event, each share of Series B Preferred Stock
shall  automatically  convert into shares of the Corporation's  Common Stock and
shall accordingly  share in any liquidation  proceeds  proportionately  with all
other holders of Common Stock

         4. Voting Rights. Prior to conversion, except as provided in the Nevada
General Corporation Law, the holders of shares of Series B Preferred Stock shall
have no voting rights.

         5. Conversion.

                  (a) Subject to the provisions for adjustment  hereinafter  set
forth, commencing upon issuance, each share of Series B Preferred Stock shall be
convertible  in the  manner  hereinafter  set forth  into one (1) fully paid and
nonassessable share of Common Stock, at the option of the holder thereof.

                  (b) The number of shares of Common Stock into which each share
of Series B Preferred  Stock is convertible  shall be subject to adjustment from
time to time as follows:

                           (i) In case the Corporation shall at any time or from
time to time  declare a dividend,  or make a  distribution,  on the  outstanding
shares of Common Stock in shares of Common Stock or subdivide or reclassify  the
outstanding shares of Common Stock into a greater number of shares or combine or
reclassify  the  outstanding  shares of Common  stock  into a smaller  number of
shares of Common Stock, and in each case,

                                    (A) the  number of  shares  of Common  Stock
into  which  each  share of Series B  Preferred  Stock is  convertible  shall be
adjusted so that the holder of each share  thereof shall be entitled to receive,
upon the  conversion  thereof,  the number of shares of Common  Stock  which the
holder of a share of Series B  Preferred  Stock  would  have  been  entitled  to
receive after the happening of any of the events  described above had such share
been  converted  immediately  prior to the happening of such event or the record
date therefor, whichever is earlier; and

                                    (B) an  adjustment  made  pursuant  to  this
clause  (i)  shall  become  effective  (I) in the case of any such  dividend  or
distribution, immediately after the close of business on the record date for the
determination  of holders of shares of Common  Stock  entitled  to receive  such
dividend  or  distribution,  or  (II)  in  the  case  of any  such  subdivision,
reclassification or combination,  at the close of business on the day upon which
such corporate action becomes effective.

                           (ii) In the case,  at any time after the date hereof,
of any  capital  reorganization  or any  reclassification  of the  stock  of the
Corporation (other than as a result of a stock dividend or subdivision, split-up
or combination of shares),  or the  consolidation  or merger of the  Corporation
with or into another  person then,  as a condition of the  consummation  of such
transaction,  lawful and adequate provision shall be made so that each holder of
shares of Series B Preferred  Stock shall be entitled,  upon  conversion,  to an
amount per share equal to (A) the aggregate  amount of stock,  securities,  cash


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<PAGE>

and/or any other property  (payable in kind),  as the case may be, into which or
which each share of Common Stock is changed or exchanged  multiplied  by (B) the
number of shares of Common Stock into which a share of Series B Preferred  Stock
is convertible immediately prior to the consummation of such transaction.

                  (c) In case the Corporation  shall be a party to a transaction
described in  subparagraph  (b)(ii) above resulting in the change or exchange of
the Corporation's  Common Stock then, from and after the date of announcement of
the pendency of such subparagraph  (b)(ii)  transaction until the effective date
thereof, each share of Series B Preferred Stock may be converted,  at the option
of the holder  thereof,  into shares of Common Stock on the terms and conditions
set forth in this Section 5, and if so converted during such period, such holder
shall be entitled to receive such  consideration  in exchange for such  holder's
shares of Common  Stock as if such  holder had been the holder of such shares of
Common  Stock as of the record  date for such  change or  exchange of the Common
Stock.

                  (d) The holder of any shares of Series B  Preferred  Stock may
exercise  its right to  convert  such  shares  into  shares  of Common  Stock by
surrendering  for  such  purpose  to  the  Corporation,  at the  offices  of the
Corporation,  at 5858 Westheimer Street, Suite 708, Houston, Texas 77057, or any
successor  location,  a certificate or certificates  representing  the shares of
Series B Preferred  Stock to be  converted  with the form of election to convert
(the  "Election  to  Convert")  on the  reverse  side of the  stock  certificate
completed and executed as indicated,  thereby stating that such holder elects to
convert all or a specified  whole number of such shares in  accordance  with the
provisions  of this  Section 5 and  specifying  the name or names in which  such
holder wishes the certificate or  certificates  for shares of Common Stock to be
issued. In case the Election to Convert shall specify a name or names other than
that of such holder, it shall be accompanied by payment of all transfer or other
taxes  payable upon the issuance of shares of Common Stock in such name or names
that may be  payable in  respect  of any issue or  delivery  of shares of Common
Stock on conversion of Series B Preferred Stock pursuant hereto. The Corporation
will  have no  responsibility  to pay any taxes  with  respect  to the  Series B
Preferred  Stock.  As promptly as  practicable,  and in any event  within  three
Business Days after the surrender of such  certificate or  certificates  and the
receipt of the Election to Convert, and, if applicable,  payment of all transfer
or other taxes (or the demonstration to the satisfaction of the Corporation that
such  taxes  have been  paid),  the  Corporation  shall  deliver  or cause to be
delivered (i) certificates representing the number of validly issued, fully paid
and  nonassessable  full shares of Common Stock to which the holder of shares of
Series B Preferred  Stock so  converted  shall be entitled and (ii) if less than
the  full  number  of  shares  of  Series B  Preferred  Stock  evidenced  by the
surrendered  certificate or certificates are being converted,  a new certificate
or  certificates,  of like  tenor,  for the number of shares  evidenced  by such
surrendered  certificate or  certificates  less the number of shares  converted.
Such  conversion  shall be deemed to have been made at the close of  business on
the date of giving of the  Election  to  Convert  and of such  surrender  of the
certificate or certificates  representing the shares of Series B Preferred Stock
to be converted so that the rights of the holder  thereof as to the shares being
converted  shall cease except for the right to receive shares of Common Stock in
accordance  herewith,  and the person  entitled  to receive the shares of Common
Stock shall be treated for all  purposes as having  become the record  holder of
such shares of Common Stock at such time. The Corporation  shall not be required
to convert,  and no  surrender  of shares of Series B  Preferred  Stock shall be
effective for that purpose,  while the transfer books of the Corporation for the
Common  Stock are closed for any purpose (but not for any period in excess of 15


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calendar  days);  but the  surrender  of shares of Series B Preferred  Stock for
conversion  during  any  period  while  such  books are so closed  shall  become
effective for conversion immediately upon the reopening of such books, as if the
conversion  had been made on the date such  shares of Series B  Preferred  Stock
were  surrendered,  and at the  conversion  rate in  effect  at the date of such
surrender.

                  (e) In connection  with the conversion of any shares of Series
B Preferred  Stock, no fractions of shares of Common Stock shall be issued,  but
in lieu thereof the  Corporation  shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Conversion Rate.

         6. Reports as to Adjustments.

         Whenever  the number of shares of Common Stock into which each share of
Series B  Preferred  Stock is  convertible  is adjusted as provided in Section 5
hereof,  the  Corporation  shall  promptly  mail to the holders of record of the
outstanding shares of Series B Preferred Stock at their respective  addresses as
the same shall appear in the  Corporation's  stock records a notice stating that
the number of shares of Common Stock into which the shares of Series B Preferred
Stock are  convertible  has been  adjusted  and setting  forth the new number of
shares of Common Stock (or describing the new stock,  securities,  cash or other
property) into which each share of Series B Preferred Stock is convertible, as a
result  of such  adjustment,  a brief  statement  of the  facts  requiring  such
adjustment  and  the  computation  thereof,  and  when  such  adjustment  became
effective.

         7. Redemption.

         (a) All or any portion of the Series B Preferred  Stock may be redeemed
upon  payment of $.01 per share of Series B  Preferred  Stock  (the  "Redemption
Price") at any time by the  Corporation at its sole  discretion upon thirty (30)
days'  written  notice to the holders of the Series B Preferred  Stock  provided
that:  (i) the  average of the closing  bid prices of the  Corporation's  Common
Stock during the twenty (20) trading days preceding the date of the  "Redemption
Notice" (as  hereinafter  defined) as reported on the primary market or exchange
on which the Corporation's  Common Stock is then trading equals or exceeds $1.00
per share;  and (ii) the shares of Common Stock issuable upon  conversion of the
Series B  Preferred  Stock  are  either  subject  to an  effective  registration
statement  permitting  the public resale of such shares under the Securities Act
of 1933,  as amended  (the  "Act"),  or  transferable  pursuant  to Rule  144(k)
promulgated  under the Act. In the event that the Corporation  redeems less than
all of the outstanding Series B Preferred Stock, it shall redeem such shares pro
rata among all holders of the Series B Preferred Stock.

         (b)  Any  notice  of  redemption  ("Redemption  Notice")  given  by the
Corporation  with respect to the Series B Preferred  Stock shall be delivered by
mail,  first class  postage  prepaid,  to each holder of record (at the close of
business on the business day  preceding the day on which notice is given) of the
Series B  Preferred  Stock,  at the  address  last  shown on the  records of the
Corporation for such holder or given by the holder to the  Corporation,  for the
purpose  of  notifying  such  holder  of  the  redemption  to be  effected.  The
Redemption Notice shall specify a date (the "Redemption  Date") not earlier than
30 days  after the  mailing  of the  Redemption  Notice  on which  the  Series B
Preferred  Stock  then  outstanding  shall be  redeemed  and the  place at which


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<PAGE>

payment  may  be  obtained,   which  shall  be  the  principal  offices  of  the
Corporation.  The  Redemption  Notice  shall  call upon each  holder of Series B
Preferred Stock to either (i) surrender to the Corporation, in the manner and at
the place designated, such holder's certificate or certificates representing the
Series B Preferred  Stock to be redeemed or (ii)  convert the Series B Preferred
Stock into Common  Stock prior to the  Redemption  Date in  accordance  with the
provisions  of  Section 5 above.  If the  Corporation  elects  to redeem  shares
pursuant  to this  Section 7 and  defaults  or fails to perform  its  redemption
obligations pursuant to this Section 7 in connection  therewith,  the holders of
the Series B Preferred  Stock shall then have the absolute right to convert such
Series B Preferred  Stock into Common Stock in accordance with the provisions of
Section 5.

         (d) On the Redemption  Date, the Corporation  shall pay by cash or wire
transfer of immediately  available funds to the person whose name appears on the
certificate or  certificates  of the Series B Preferred Stock that (i) shall not
have been  converted  pursuant  to  Section 5 hereof  and (ii)  shall  have been
surrendered  to the  Company in the manner  and at the place  designated  in the
Redemption   Notice,  the  Redemption  Price,  and  thereupon  each  surrendered
certificate shall be canceled.

         (e) If the funds of the Corporation legally available for redemption of
the Series B  Preferred  Stock are  insufficient  to redeem the total  number of
Series B  Preferred  Stock  outstanding  on the  Redemption  Date,  the Series B
Preferred  Stock shall be redeemed  (on a pro rata basis from the holders of the
Series B Preferred  Stock,  from time to time), to the extent the Corporation is
legally  permitted to do so, and the redemption  obligations of the  Corporation
hereunder will be a continuing obligation until the Corporation's  redemption of
all of the Series B Preferred Stock.

         (f) From and after the Redemption Date,  unless there shall have been a
default in payment of the  Redemption  Price,  all rights of the  holders of the
Series B  Preferred  Stock  (except the right to receive  the  Redemption  Price
subsequent  to the  Redemption  Date  upon  surrender  of their  certificate  or
certificates) shall cease with respect to such shares, and such shares shall not
thereafter be  transferred  on the books of the  Corporation  or be deemed to be
outstanding for any purpose whatsoever.

8. No Re-issuance of Preferred  Stock.  No share or shares of Series B Preferred
Stock acquired by the Corporation by reason of redemption,  purchase, conversion
or otherwise shall be reissued,  and all such shares shall be canceled,  retired
and  eliminated  from the shares which the  Corporation  shall be  authorized to
issue.

         SECOND: That such determination of the designation, preferences and the
relative,  participating,  optional  or other  rights,  and the  qualifications,
limitations or restrictions  thereof,  relating to the Series B Preferred Stock,
was duly  made by the  Board of  Directors  pursuant  to the  provisions  of the
Articles  of  Incorporation  of the  Corporation,  and in  accordance  with  the
provisions of Section 78-1955 of the Nevada Revised Statutes.


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<PAGE>

         IN WITNESS  WHEREOF,  the Corporation has caused this Designation to be
executed this 27th day of February, 2004.


                                               BPK Resources, Inc.


                                               By: /s/ Cecile T. Coady
                                                   -----------------------------
                                                   Name:  Cecile T. Coady
                                                   Title: Treasurer/Secretary






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