Exhibit
3.5


FIRST
AMENDMENT TO THE


ARTICLES
OF INCORPORATION OF


AEGIS
PRODUCTS, INC.











WHEREAS,the Amendments set
forth below were adopted by a resolution by the Corporation’s Board of Directors
on December 1, 2006 and submitted to the Corporation’s stockholders for their
approval by written consent in accordance with the requirements of the Texas
Business Corporations Act; and





WHEREAS, each amendment to the
Articles of Incorporation has been effected in conformity with the requirements
of Article 4.02 of the Texas Business Corporations Act and were adopted by the
written consent of the Corporation’s shareholders on December 1,
2006.





WHEREAS, number of shares of
the Corporation outstanding at the time of such adoption and the number of
shares entitled to vote thereon was 14,596,380 shares of common stock, par value
$.01 per share (the “Common Stock”). The holders of 10,892,305 shares of Common
Stock consented in writing to the adoption of the amendments and the holders of
25,000 shares of Common Stock either voted against such adoption or refrained
from voting with respect thereto:





WITNESS, in accordance with
the provisions of Article 4.04 of the Texas Business Corporations Act, Article
One is hereby amended to read in its entirety as follows:





ARTICLE ONE: The name of the
corporation (hereinafter called the “Corporation”) is:





Biofuels Power
Corporation.





AND





WITNESS FURTHER, in accordance
with the provisions of Article 4.04 of the Texas Business Corporations Act,
Article Four is hereby amended to read in its entirety as follows:





ARTICLE FOUR: The total number
of shares of stock which the Corporation shall have authority to issue is
60,000,000 shares with a par value of one cent ($0.01) per share of which
50,000,000 shares are designated as common stock, par value $0.01 per share (the
“Common Stock”) and 10,000,000 shares of which are designated as preferred
stock, par value $0.01 per share (the “Preferred Stock”).





(a)           The
Board of Directors of the Corporation is hereby authorized to, by any resolution
or resolutions duly adopted in accordance with the provisions of the Texas
Business Corporations Act and the By-Laws of the Corporation, authorize the
issuance of any or all of the preferred stock in any number of classes or series
within such classes and in the resolution or resolutions authorizing such
issuance, to set all terms of such preferred stock of any class or series,
including, without limitation:





(1)           the
designation of such class or series, the number of shares to constitute such
class or series, whether the shares shall be of a stated par value or no par
value, and the stated value thereof if different from the par value
thereof;





(2)           the
dividends, if any, payable on such class or series, whether any such dividends
shall be cumulative, and, if so, from what dates, the conditions and dates upon
which such dividends shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares of stock of any
other class or any other class or series of preferred stock;





(3)           whether
the shares of such class or series shall be subject to redemption by the
Corporation, and, if so, the times, prices and other conditions of such
redemption;





(4)           the
amount or amounts payable upon shares of such class or series upon, and the
rights of the holders of such class or series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;





(5)           whether
the shares of such class or series shall be subject to the operation of a
retirement or sinking fund and, if so, the extent to and manner in which any
such retirement or sinking fund shall be applied to the purchase or redemption
of the shares of such class or series for retirement or other Corporation
purposes and the terms and provisions relating to the operation
thereof;





(6)           whether
the shares of such class or series shall be convertible into, or exchangeable
for, shares of stock of any other class or any other series of preferred stock
or any other securities and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same, and any
other terms and conditions of conversion or exchange;





(7)           the
conditions or restrictions, if any, upon the creation of indebtedness of the
Corporation or upon the issue of any additional stock, including additional
shares of such class or series or of any other class or series of Preferred
Stock or of any other class; and





(8)           any
other powers, preferences and relative, participating, options and other special
rights, and any qualifications, limitations and restrictions,
thereof.





(b)           The
powers, preferences and relative, participating optional and other special
rights of each class or series of preferred stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
preferred stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereof shall be
cumulative.


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IN WITNESS WHEREOF, Aegis
Products, Inc. has caused this First Amendment to the Articles of Incorporation
of Aegis Products, Inc. to be signed by Steven S. McGuire, its president, and
Kristi Bomar, its Secretary, this 1st day of December 2006.





AEGIS
      PRODUCTS, INC.
              ATTEST








/s/ Steven S. McGuire
                /s/ Kristi BomarSTEVEN
      S. MCGUIRE, PRESIDENT
                KRISTI
      BOMAR, SECRETARY








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