EXHIBIT 3.5




                              ARTICLES OF AMENDMENT

                                       OF

                              LIPID SCIENCES, INC.

1.       The name of the corporation is Lipid Sciences, Inc.

2.       Attached hereto as Exhibit A is the text of each amendment adopted.

3.       The amendments do not provide for an exchange, reclassification or
         cancellation of issued shares.

4.       The amendments were adopted on November 29, 2001.

5.       The amendments were approved by the shareholders. There is one voting
         group eligible to vote on the amendments. The designation of voting
         groups entitled to vote separately on the amendments, the number of
         votes in each, the number of votes represented at the meeting at which
         the amendments were adopted and the votes cast for and against the
         amendments were as follows:

                  The voting group consisting of 6,816,936 outstanding shares of
common stock is entitled to 6,816,936 votes. There were 4,402,448 votes present
at the meeting. The voting group cast 4,201,120 votes for and 195,538 votes
against the approval of amendment number 1 on Exhibit A. The voting group cast
4,329,639 votes for and 69,831 votes against the approval of amendment number 2
on Exhibit A. The voting group cast 4,327,684 votes for and 67,074 votes against
the approval of amendment number 3 on Exhibit A. The number of votes cast for
approval of the amendments was sufficient for approval by the voting group.

DATED as of this 7th day of February, 2002.

                                        LIPID SCIENCES, INC.

                                        By   /s/ Sandra Gardiner
                                          ---------------------------------
                                                 Sandra Gardiner, Secretary

                                    EXHIBIT A

1.       The first paragraph of Article Third of the Articles of Incorporation
         is amended to read as follows:

         "THIRD The Corporation shall have authority to issue a total of Eighty
Five Million (85,000,000) shares of capital stock, consisting of:

                  1.       Seventy Five Million (75,000,000) shares of common
                           stock, no par value per share.

                  2.       Ten Million (10,000,000) shares of preferred stock,
                           no par value per share."

2.       The first sentence in Article Fourth of the Articles of Incorporation
         is deleted in its entirety.

3.       The following shall be added to the end of Article Fourth of the
         Articles of Incorporation:

         "Notwithstanding the foregoing, so long as Sun NZ, L.L.C., an Arizona
limited liability company ("Sun NZ"), beneficially owns 500,000 shares of common
stock (as adjusted for stock splits, stock dividends, stock recombinations and
similar events relating to the Corporation's common stock) of the Corporation
(or its successor), Sun NZ shall have the right to nominate two persons for
election as directors of the Corporation (or its successor) if the entire Board
of Directors consists of eight (8) or less persons, and if the Board of
Directors consists of nine (9) or more persons, then Sun NZ shall have the right
to nominate that number of persons representing one-third of the total number of
directors serving on the Board of Directors of the Corporation. If the foregoing
computation results in Sun NZ having the right to nominate a fractional number
of persons for election as directors of the Corporation, the number of persons
that Sun NZ shall be entitled to nominate shall be rounded down if the
calculation results in a fraction of .50 or less, and rounded up if the
calculation results in a fraction of .51 or more. Notwithstanding the foregoing,
if Sun NZ owns less than 500,000 shares of common stock of the Corporation but
250,000 or more shares of common stock of the Corporation, adjusted as provided
above, then Sun NZ will have the right to nominate one person for election as a
director of the Corporation (or its successor). The Corporation will use its
commercially reasonable efforts to take all such action to confirm the
nomination and present the persons nominated by Sun NZ for election by the
shareholders of the Corporation (or its successor) by means of a vote of the
shareholders at a meeting called for that purpose or consent of the shareholders
in any solicitation on behalf of the Corporation (or its successor) or of the
then management of the Corporation (or its successor)."