EXHIBIT 3.4


THE COMPANIES ACT 1985

(AS AMENDED BY THE COMPANIES ACT 1989)

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ACTIVECORE TECHNOLOGIES UK LIMITED


PRELIMINARY
-----------

1.   (a) Subject as hereinafter provided the Regulations incorporated in Table A
     as set out in the  Schedule to the  Companies  (Tables A to F)  Regulations
     1985 as  amended  and  hereinafter  called  "Table  A"  shall  apply to the
     Company.

     (b) The  Articles  hereinafter  contained,  together  with the  Regulations
     incorporated  in  Table  A  subject  to  their  exclusion  or  modification
     hereinafter expressed, shall constitute the Regulations of the Company.

     (c) Any  reference in these  Articles to "the Act" shall mean the Companies
     Act 1985 as amended or extended by any other enactment.

     (d) "communication" means the same as in the Electronic  Communications Act
     2000.

     (e)  "electronic  communication"  means  the  same  as  in  the  Electronic
     Communications Act 2000.


INTERPRETATION
--------------

2. In Regulation 1 of Table A there shall be inserted  before the words "office"
and "secretary" the word "the" and between the words "regulations" and "the Act"
the words "and in any regulations adopting in whole or in part the same".


ALLOTMENT OF SHARES
-------------------

3.   (a) Subject to the  provisions  hereinafter  expressed,  the  Directors are
     authorized  for the purposes of section 80 of the Act to exercise the power
     of the Company to allot shares to the amount of the authorised but unissued
     share  capital of the  Company at the date  hereof  and the  Directors  may

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     allot,  grant  options  over or  otherwise  dispose of such  shares to such
     persons, on such terms and in such manner as they think fit provided always
     that:-

          (i) save as provided in sub-paragraph  (ii)below, the authority hereby
          given to the  Directors  to exercise the power of the Company to allot
          shares shall expire five years after the date of  incorporation of the
          Company,

          (ii) the Members in General Meeting may by Ordinary Resolution:-

               (a)  renew  the  said  authority  (whether  or not  it  has  been
               previously renewed) for a period not exceeding five years (unless
               the Company elects by elective  resolution to modify the duration
               of authority  pursuant to Section 80A of the Companies Act 1985),
               but such Resolution shall comply with the Act;

               (b) revoke or vary any such authority (or renewed authority);

          (iii) notwithstanding the aforementioned  provisions of sub-paragraphs
          (i) and (ii) the Company may make an offer or agreement which would or
          might require  shares to be allotted  after such authority has expired
          and in pursuance of such an offer or agreement the Directors may allot
          shares  notwithstanding  that such authority or renewed  authority has
          expired.

     Any  reference  hereto to the allotment of shares shall include a reference
     to the grant of any right to subscribe for, or to convert any security into
     shares,  but shall not include any  reference  to the  allotment  of shares
     pursuant to such a right.

     (b) In accordance with Section 91 of the Act,  Sections 89(l), and 90(1) to
     (6) of the Act are excluded  from  applying to the Company.  Any shares for
     the time being  unissued  shall be offered to the Members in  proportion as
     nearly as may be to the number of existing shares held by them respectively
     unless the Company shall by Special Resolution otherwise direct. Such offer
     shall be made by written notice specifying the number of shares offered and
     specifying  a period (not being less than  fourteen  days) within which the
     offer, if not accepted,  will lapse and determine.  After the expiration of
     that period, or on the receipt of an intimation in writing from the offeree
     that he  declines  to accept the shares so offered,  the  Directors  may in
     accordance  with  the  provisions  hereto  allot,  grant  options  over  or
     otherwise  dispose of the same to such  persons,  on such terms and in such
     manner as they think most  beneficial to the Company.  The Directors may in
     like manner and subject as aforesaid, allot any such new or original shares
     which by reason of the  proportion  borne by them to the  number of persons
     entitled  to any  such  offer  as  aforesaid  or by  reason  of  any  other
     difficulty  in  apportioning  the same cannot in the view of the  Directors
     effectually be offered in the manner aforesaid.

4.   (a) Subject to Chapter VII of Part V of the Act, and to the  Regulations of
     the Company, the Company may purchase its own shares (including  redeemable
     shares)  whether out of  distributable  profits or the  proceeds of a fresh
     issue of shares or otherwise.

     (b) Regulation 35 of Table A shall not apply to the Company.

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     (c) Subject to Chapter VII of Part V of the Act,  any shares may,  with the
     sanction of an Ordinary  Resolution,  be issued on the terms that they are,
     at the option of the Company or the  shareholder,  liable to be redeemed on
     such terms and in such manner as the Company before the issue of the shares
     may by Special  Resolution  determine,  and  whether  out of  distributable
     profits or the proceeds of afresh issue of shares or otherwise.  Regulation
     3 of Table A shall be modified accordingly.

     (d)  Subject  to  Chapter  VI of Part V of the Act,  the  Company  may give
     financial  assistance  for  the  purpose  of  or  in  connection  with  any
     acquisition  of shares  made or to be made in the  Company  or its  holding
     company.

5. The lien  conferred  by  Regulation  8 of Table A shall  attach to all shares
whether fully paid or not and to all shares registered in the name of any person
indebted or under liability to the Company whether he be the sole holder thereof
or one of two or  more  joint  holders.  The  Company  shall  have a  first  and
paramount  lien on every share (not being  fully  paid) for all moneys  (whether
presently payable or not) called or payable at a fixed time in respect.  of that
share and the Company shall also have a first and  paramount  lien on all shares
(including  fully paid shares)  registered in the name of any person indebted or
under  liability to the Company  whether he be the sole holder thereof or one of
two or more joint holders for all moneys presently  payable by him or his estate
to the  Company:  but the  Directors  may at any time  declare  any shares to be
wholly or in part exempt from these provisions. The Company's lien, if any, on a
share shall extend to all  dividends  payable  thereon.  Regulation 8 of Table A
shall be modified accordingly.


TRANSFER OF SHARES
-------------------

6.   (a) No share or beneficial  ownership of a share shall be  transferred  nor
     shall the Company  purchase any of its own shares  pursuant to Regulation 4
     unless and until the rights of pre-emption hereinafter conferred shall have
     been exhausted.

     (b) Any member proposing to transfer any share or beneficial ownership of a
     share  (hereinafter  called  "the  vendor")  shall  give  notice in writing
     (hereinafter called "the transfer notice") to the Company of such proposal.
     The  transfer  notice shall  specify the sum which in the vendor's  opinion
     constitutes  the fair  price of each  share  specified  therein,  and shall
     constitute  the  Company the  vendor's  agent for the sale of such share or
     shares  (hereinafter  called "the said  shares") in one or more lots at the
     discretion of the Directors to the Members (other than the vendor), at that
     price save that if the  Directors  do not accept that the sum  specified by
     the  vendor  constitutes  the  fair  price of the said  shares  they  shall
     instruct  the  Auditors of the Company (who shall act as experts and not as
     arbitrators so that any provision of law or statute relating to arbitration
     shall not  apply) or, in the case of a Company  to which no  Auditors  have
     been appointed, such independent expert as determined and duly appointed by
     the Members of the Company in General Meeting, to certify by certificate in
     writing  (hereinafter called "the certificate of value") the value in their
     opinion of the said shares as between a willing seller and a willing buyer,
     and in such a case. The transfer notice shall  nevertheless  constitute the

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     Company the vendor's agent for the sale of the said shares but at the price
     certified in the certificate of value.

     (c) If the Auditors (or the independent expert as aforesaid) are instructed
     to certify the fair value as  aforesaid  the Company  shall,  as soon as it
     receives the  certificate  of value,  furnish a copy thereof to the vendor.
     The  cost of  obtaining  the  certificate  of  value  shall be borne by the
     Company.

     (d) Upon the price being fixed as  aforesaid  (whether by  reference to the
     vendor's  opinion of the fair price or by reference to the  certificate  of
     value) the Company shall forthwith by notice in writing (hereinafter called
     "the offer  notice")  inform  each  Member  (other  than the vendor) of the
     number and price of the said  shares and shall  invite  each such Member to
     apply in writing to the  Company  within 21 days of the date of despatch of
     the offer notice  (which date shall be specified  therein) for such maximum
     number of the said shares (being all or any thereof) as he shall specify in
     such application.

     (e) If such  Members  shall within the said period of 21 days apply for all
     or (save as  otherwise  provided  in the  transfer  notice) any of the said
     shares, the Directors shall allocate the said shares (or so many of them as
     shall be applied for) to or amongst the applicant  Members in proportion as
     nearly as may be to the  number of shares in the  Company of which they are
     registered or unconditionally entitled to be registered as holders provided
     that no  applicant  Member  shall be obliged to take more than the  maximum
     number of shares specified by him as aforesaid.  If any shares shall not be
     capable without sub-division of being allocate to the Members in proportion
     to their  existing  holdings,  the same shall be allocated to the applicant
     Members,  or some of them, in such  proportions or in such manner as may be
     determined  by lots drawn in regard  thereto and the lots shall be drawn in
     such manner as the Directors think fit.

     (f)  The  Company  shall   forthwith   give  notice  of  such   allocations
     (hereinafter  called  "the  allocation  notice")  to the  vendor and to the
     Members to whom the said shares have been  allocated  and shall  specify in
     the allocation notice the place and time (being not earlier than 14 and not
     later than 28 days after the date of the despatch of the allocation notice,
     which shall be  specified  therein) at which the sale of the said shares so
     allocated shall be completed.

     (g) The vendor shall be bound (upon  payment of the  purchase  price due in
     respect thereof) to transfer the shares comprised in the allocation  notice
     to the  purchasing  Members  named  therein  at the place and time  therein
     specified;  and if in any case the vendor after  having  become  bound,  as
     aforesaid makes default in transferring  any shares the Company may receive
     the purchase price on his behalf,  and may authorise some person to execute
     a transfer of such shares in favour of the purchasing  Member.  The receipt
     of the Company for the  purchase  price  shall be a good  discharge  to the
     purchasing  Member. The Company shall forthwith pay the purchase price into
     a separate bank account in the  Company's  name and shall hold the purchase
     price and any interest earned thereon in trust for the vendor.

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<PAGE>

     (h)  During  the 6 months  following  the  expiry of the  period of 21 days
     referred to in  paragraph  (e) of this  Regulation  the vendor  shall be at
     liberty  subject  nevertheless  to the  provisions of paragraph (i) of this
     Regulation to transfer to any person (including,  but subject to Regulation
     4, the Company) and at any price (not being less than the price fixed under
     paragraph (b) of this  Regulation)  any of the said shares not allocated by
     the Directors as aforesaid.

     (i) The Directors may, in their absolute  discretion and without  assigning
     any reason therefor, decline to register any transfer of any share, whether
     or not it is a fully paid share.

7. The  instrument  of transfer of a fully paid share shall be executed by or on
behalf of the transferor and in the case of a share which is not fully paid, the
instrument  of  transfer  shall in  addition  be executed by or on behalf of the
transferee. The transferor shall be deemed to remain a holder of the share until
the name of the  transferee  is  entered in the  register  of Members in respect
thereof.


GENERAL MEETINGS AND RESOLUTIONS
--------------------------------

8.   (a) Any proxy  appointed  by a member of the  Company  in  accordance  with
     Section 372 of the Act shall be entitled to vote on a show of hands as well
     as on a poll,  provided  that no person  present  shall be entitled to more
     than one vote on a show of hands save as provided in Regulation 50 of Table
     A.

     (b) In every notice  convening a General Meeting of the Company there shall
     appear with  reasonable  prominence a statement  that a Member  entitled to
     attend and vote is entitled to appoint a proxy to attend and, on a poll, or
     a show of hands to vote instead of him and that such proxy need not also be
     a Member.

     (c) Regulations 38 and 59 of Table A shall be modified accordingly.

     (d) Proxies may be deposited at the Registered Office of the Company at any
     time  before the time of the  Meeting  for which they are to be used unless
     otherwise specified in the notice convening such Meeting. The Directors may
     at their discretion treat an electronic communication appointing a proxy as
     a proxy for the purposes of this Article. Regulation 62 of Table A shall be
     modified accordingly.

9. A  Resolution  in writing  signed or  approved  by letter,  telex,  facsimile
transmission or cable or by any other electronic communication by all members of
the  Company,  who would have been  entitled to vote upon it if it had been duly
proposed  at a General  Meeting  or at a meeting  of any class of members of the
Company, or by their duly appointed  attorneys,  shall be as valid and effectual
as if it had been  passed at a General  Meeting  or at such a class . meeting of
the Company (as the case may be) duly convened and held. Any such Resolution may
consist of several  documents in the like form each signed by one or more of the
members  or  their  attorneys  (or,  in the  case of a  member  which  is a body
corporate,  by a  director  thereof  or  by a  duly  appointed  representative).
Regulation 53 of Table A shall not apply to the Company.

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APPOINTMENT OF DIRECTORS
------------------------

10.  (a) Unless and until otherwise determined by the Company in General Meeting
     there shall be no maximum  number of  Directors  and the minimum  number of
     Directors  shall be one.  Whenever  there shall be only one Director of the
     Company  such  Director  may  act  alone  in  exercising  all  the  powers,
     discretions and authorities  vested in the Directors,  and Regulation 89 of
     Table A shall be modified accordingly.

     (b)  Regulation 64 of Table A shall not apply to the Company.

11.  (a)  The  Directors  shall  not be  required  to  retire  by  rotation  and
     Regulations 73 to 80 (inclusive) of Table A shall not apply to the Company.

     (b)  No person shall be appointed a Director at any General Meeting  unless
     either:-

          (i) he is recommended by the Directors; or

          (ii) not less than  fourteen  nor more  than  thirty-five  clear  days
          before the date appointed for the General Meeting,  notice executed by
          a Member  qualified  to vote at the General  Meeting has been given to
          the Company of the  intention to propose that person for  appointment,
          together with notice  executed by that person of his willingness to be
          appointed.

     (c) Subject to paragraph (b) above, the Company may by Ordinary  Resolution
     in  General  Meeting  appoint  any  person  who is  willing  to act to be a
     Director, either to fill a vacancy or as an additional Director.

     (d) The  Directors  may  appoint  a person  who is  willing  to act to be a
     Director,  either to fill a vacancy or as an additional Director,  provided
     that the  appointment  does not cause the number of Directors to exceed any
     number  determined by the Company in General  Meeting as the maximum number
     of Directors for the time being in force.

     (e)  Regulation 84 of Table A shall be modified by the deletion of the last
     sentence therefrom.


PROCEEDINGS OF DIRECTORS
------------------------

12. Notice of a meeting of the Directors shall be deemed to be properly given to
a  (Director  if it is  given to him  personally  or by word of mouth or sent in
writing to him (by ,electronic  communication  or otherwise).  at his last known
address or any other address given by him to the Company for this purpose, or by
any other means  authorised  in writing by the  Director  concerned.  A Director
absent or  intending  to be absent  from the United  Kingdom  pray  request  the
Directors that notices of meetings of the Directors  shall during his absence be
sent in writing to him at an address given to the Company for this purpose,  but
if no request is made to the  Directors it shall not be necessary to give notice
of a meeting of the  Directors  to any Director who is for the time being absent
from the United  Kingdom.  A Director  may waive  notice of any  meeting  either

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retrospectively  or  prospectively.  Regulation  $8 of Table A shall be modified
accordingly.

13.  All or any of the  members of the board or any  committee  of the board may
participate in a meeting of the board or that committee by means of a conference
telephone or any other form of electronic communication which allows all persons
participating  in the  meeting  to  communicate  with  each  other.  A person so
participating  shall be deemed to be present in person at the  meeting and shall
be entitled to vote or be counted in a quorum accordingly.  Such a meeting shall
be deemed  to take  place  where the  largest  group of those  participating  is
assembled,  or, if there is no such group where the Chairman of the meeting then
is.

14.  (a) A Director who is in any way either directly or  indirectly  interested
(whether through persons connected with him as defined in section 346 of the Act
or  otherwise)  in any  contract,  transaction  or  arrangement  (whether or not
constituting  a contract and whether  actual or proposed) with the Company or in
which the Company is  interested,  shall declare the nature of his interest at a
Meeting of the Directors in accordance  with section 317 of the Act.  Subject to
such  disclosure  a Director  shall be  entitled  to vote in respect of any such
contract, transaction or arrangement (whether actual or proposed) in which he is
interested and he shall be counted in reckoning whether a quorum is present.

     (b)  Regulations  94 to 97  (inclusive)  of Table A shall  not apply to the
     Company.


BORROWING POWERS
----------------

15. The  Directors  may exercise all the powers of the Company to borrow  money,
whether in excess of the nominal  amount of the share capital of the Company for
the time  being  issued  or not,  and to  mortgage  or charge  its  undertaking,
property  and uncalled  capital or any part  thereof,  and to issue  debentures,
debenture stock or any other securities  whether outright or as security for any
debt, liability or obligation of the Company or of any third party.


DISQUALIFICATION OF DIRECTORS
-----------------------------

16. The office of a Director shall be vacated if he becomes  incapable by reason
of illness or injury of managing and  administering his property and affairs and
Regulation 81 of Table A shall be modified accordingly.


GRATUITIES AND PENSIONS
-----------------------

17. In Regulation  87 of Table A there shall be inserted  between the words "the
directors" and "may" the words "on behalf of the Company".

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DIVIDENDS
---------

18. No dividend or interim  dividend  shall be paid otherwise than in accordance
with the provisions of Part VIII of the Act which apply to the Company.


NOTICES
-------

19.  (a)  Any  notice or other  document may be served  on or  delivered  to any
     Member by the Company either;

          (i) personally, or

          (ii) by sending it by post  addressed to the Member at his  registered
          address, or

          (iii) by any form of electronic communication, or

          (iv) by leaving it at his registered  address addressed to the Member,
          or

          (v) by any other means  instructed in writing by the Member  concerned
          and agreed by the Company.

     In the case of joint holders of a share,  service or delivery of any notice
     or other  document on or to one of the joint holders shall for all purposes
     be deemed a  sufficient  service on or delivery  to all the joint  holders.
     Regulation 112 of Table A shall be modified accordingly.

     (b) Any notice or other document, which is sent by post, shall be deemed to
     have been served or delivered  24 hours after  posting and, in proving such
     service or  delivery,  it shall be  sufficient  to prove that the notice or
     document was property addressed, stamped and put in the post. Any notice or
     other document left at a registered  address otherwise than by post or sent
     by  electronic  communication,  shall be  deemed  to have  been  served  or
     delivered when it was so left or sent.  Proof that a notice contained in an
     electronic communication was sent in accordance with guidance issued by the
     Institute of Chartered  Secretaries and Administrators  shall be conclusive
     evidence  that the  notice was  given.  Regulation  115 of Table A shall be
     modified accordingly.


EXECUTION OF DOCUMENTS
----------------------

20. The seal, if any, shall only be used by the authority of the Directors or of
a  committee  of  Directors  authorized  by the  Directors.  The  Directors  may
determine who shall sign any  instrument to which the seal is affixed and unless
otherwise so determined it shall be signed by a Director and by the Secretary or
by a Second Director. Any document signed by a Director and the Secretary of the
Company or by two  Directors of the Company and  expressed  (in whatever form of
words) to be executed  by the  Company has the same effect as if executed  under
the seal of the Company.  A document  shall only be so signed with the authority

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of a resolution of the Directors or a committee of the Directors. Regulation 101
of Table A shall not apply to the Company.


INDEMNITY
---------

21.  (a) The Company shall in accordance  with Section 310(3) of the Act pay for
     any liability insurance and also indemnify any Director, Officer or Auditor
     of the Company  against any  liability  incurred  by him in  defending  any
     proceedings  (whether  civil or criminal) in which judgment is given in his
     favour or he is  acquitted  in any  connection  with an  application  under
     Section  144(3) or (4) or Section 727 in which  relief is granted to him by
     the court from liability for negligence,  default, breach of duty or breach
     of trust in relation to the affairs of the Company.

     (b) Regulation 118 in Table A shall not apply to the Company.


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Name and Address of Subscriber

         Activecore Technologies Inc
         6121 Lakeside Drive
         Suite 260
         Reno
         Nevada 89511
         USA

Dated:  15 January 2004



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