Exhibit 3.6


                 Amended and Restated Certificate of Designation
                                       of
                    Series A 10% Convertible Preferred Stock
                                       of
                               BPK Resources, Inc.

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

                               ------------------

         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 to amend and restate the
Certificate of Designation of Series A 10% Convertible Preferred Stock to
provide in its entirety as set forth below in accordance with and as required by
the provisions of Section 78.1955 of the Nevada Revised Statutes.

         RESOLVED, that the Corporation hereby amends and restates the
Certificate of Designation of the Series A 10% Convertible Preferred Stock to
provide in its entirety 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, 5,538,461 shares are
hereby designated as "Series A 10% Convertible Preferred Stock." The rights,
preferences, privileges and restrictions granted to and imposed upon the Series
A 10% 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 $.65 per share for the
Series A 10% Convertible Preferred Stock.

         2. Dividend Rights. The holders of the Series A 10% Convertible Stock
shall be entitled to receive dividends at a rate of ten (10%) percent per annum
of the Original Issue Price which shall be prior and in preference to any
declaration or payment of any dividend (payable other than in shares of Common
Stock) or other distribution on the Common stock of the Corporation. The
dividends on the Series A 10% Convertible Preferred Stock shall accrue from the
date of issuance of each share and shall be payable semi-annually on June 30 and
December 31 of each year (each a "Dividend Date") commending on June 30, 2003,
except that if any such date is a Saturday, Sunday or legal holiday (a
"Non-Business Date") then such dividend shall be payable on the next day that is

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not a Saturday, Sunday or legal holiday on which banks in the State of Nevada
are permitted to be closed (a "Business Day") to holders of record as they
appear on the stock books of the Corporation on the applicable record date,
which shall not be more than 60 nor less than 10 days preceding the payment date
for such dividends, as fixed by the Board of Directors (the "Record Date"). The
dividends on the Series A 10% Convertible Preferred Stock shall be payable only
when, as and if declared by the Board of Directors out of funds legally
available therefore.

         3. Liquidation, Dissolution, Winding Up or Certain Mergers or
Consolidations Rights.

                  (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,
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, or engage in a merger, plan of reorganization or consolidation
in which the Corporation is not the surviving corporation, then and in that
event, each share of Series A 10% Convertible 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.

                  (b) Neither the consolidation, merger or other business
combination of the Corporation with or into any other person or persons in which
the Corporation is the surviving corporation nor the sale, lease, exchange or
conveyance of all or any part of the property, assets or business of the
Corporation to a person or persons other than the holders of the Corporation's
Common Stock, shall be deemed to be a liquidation, dissolution or winding up of
the Corporation.

         4. Voting Rights. Prior to conversion, except as provided in the Nevada
General Corporation Law, the holders of shares of Series A 10% Convertible
Preferred Stock shall have no voting rights.

         5. Conversion.

                  (a) Subject to the provision for adjustment hereinafter set
forth, and the limitation of the number of shares of Common Stock issuable upon
conversion set forth in Section 5(a)(ii) below, commencing upon issuance, each
share of Series A 10% Convertible Preferred Stock shall be convertible in the
manner hereinafter set forth into fully paid and nonassessable shares of Common
Stock, at the option of the holder thereof, into five (5) shares of Common
Stock.

                  (b) The number of shares of Common Stock into which each share
of Series A 10% Convertible Preferred Stock is convertible shall be subject to
adjustment from time to time as follows:

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                           (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 A 10% Convertible 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 the share of Series A 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 thereof.

                                    (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 date 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 A 10% Convertible Preferred Stock shall be entitled, upon
conversion, to an amount per share equal to (A) the aggregate amount of stock,
securities, cash 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 A 10% Convertible Preferred Stock is convertible immediately prior to the
consummation of such transaction.

                  (c) In case the Corporation shall be 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 A 10% Convertible 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 Common Stock.

                  (d) The holder of any shares of Series A 10% Convertible
Preferred Stock may exercise his right to convert such shares into shares of
Common Stock by surrendering for such purpose to the Corporation, at the office
of the Corporation, at 5858 Westheimer Street, Suite 709, Houston, Texas 77057,
or any successor location, a certificate or certificates representing the shares
of Series A 10% Convertible Preferred Stock to be converted with the form of

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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 or 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 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 A 10% Convertible Preferred Stock
pursuant hereto. The Corporation will have no responsibility to pay any taxes
with respect to the Series A 10% Convertible 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 A 10% Convertible Preferred Stock
so converted shall be entitled and (ii) if less than the full number of shares
evidenced by such 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 A
10% Convertible 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 h older of such shares of Common stock at such time.
The purposes of having become a 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 A 10% Convertible 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 calendar days);
but the surrender of shares of Series A 10% Convertible Preferred Stock for
conversion during any period while such books are so closed shall be come
effective for conversion immediately upon the reopening of such books, as if the
conversion had been made on the date such shares of Series A 10% Convertible
Preferred Stock were surrendered, and at the conversion rate in effect at the
date of such surrender.

                  (e) In connection of any shares of Series A 10% Convertible
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 or shares of Common Stock into which each share of
Series A 10% Convertible 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 A 10% Convertible Preferred Stock at
their respective addresses as the same shall appear in the Corporation's stock

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records a notice stating that the number or shares of Common stock into which
the shares of Series A 10% Convertible 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
shares of Series A 10% Convertible 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, but not less than all of the shares of Series A 10%
Convertible Preferred Stock may be redeemed upon payment of an amount per share
equal to the Original Issue Price per share of Series A 10% Convertible
Preferred Stock, plus any unpaid dividends thereon (the "Redemption Price"), at
any time by the Corporation in its sole discretion upon thirty (30) days written
notice to the holders of the Series A 10% Convertible Preferred Stock. On
February 28, 2006 all, but not less than all, of the shares of Series A 10%
Convertible Preferred Stock shall be redeemed upon payment of the Redemption
Price by providing thirty (30) days prior written notice to the holders of the
Series A 10% Convertible Preferred Stock.

                  (b) Any notice of redemption ("Redemption Notice") given by
the Corporation with respect to the Series A 10% Convertible 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 A 10% Convertible 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 A 10% Convertible Preferred Stock then outstanding
shall be redeemed and the place at which payment may be obtained, which shall be
the principal offices of the Corporation. The Redemption Notice shall call upon
each holder of the Series A 10% Convertible Preferred Stock to either (i)
surrender certificates representing the Series A 10% Convertible Preferred Stock
to be redeemed or (ii) convert the Series A 10% Convertible 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 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 A 10%
Convertible Preferred Stock shall then have the absolute right to convert such
Series A 10% Convertible Preferred Stock into Common Stock in accordance with
the provisions of Section 5.

                  (c) 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 A 10% Convertible Preferred
Stock that (i) shall not have been converted pursuant to Section 5 hereof and
(ii) shall have been surrendered to the Corporation in the manner and at the
place designated in the Redemption Notice, the Redemption Price, and thereupon
each surrendered certificate shall be canceled.

                  (d) If the funds of the Corporation legally available for
redemption of the Series A 10% Convertible Preferred Stock are insufficient to
redeem the total number of Series A Preferred Stock outstanding on the
Redemption Date, the Series A 10% Convertible Preferred Stock shall be redeemed

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(on a pro rata basis from the holders Series A 10% Convertible 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 A 10%
Convertible Preferred Stock.

                  (e) 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 A 10% Convertible 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 into 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 A
10% Convertible Preferred 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 restriction thereof, relating to the Series A 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.

         IN WITNESS WHEREOF, Cecile T. Coady, Secretary and Treasurer of the
Corporation has caused this Designation to be executed this 24th day of March,
2004.

                                                     BPK Resources, Inc.



                                                     By: /s/Cecile T. Coady