EXHIBIT 2.2


                    Reorganization Agreement

                        Between and among

                     E-Automate Corporation,

              ActiveViews Acquisition Corporation,

                           Eric Meyers

                               and

                          Aaron Meyers





                       Date: JULY 14, 2000

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                        Table of Contents


Article I. - Definitions.                                      1
Article II. Reorganization.                                    3
Article III. - Closing.                                        3
Article IV. - Representations and Warranties of AAC            3
Article V. - Representations and Warranties of E-Automate      5
Article VI. - Representations and Warranties of the
               Shareholders                                    6
Article VII. - Conditions of Closing                           7
Article VIII. - Termination                                    9
Article IX. - Miscellaneous                                    9

<PAGE>

                    Reorganization Agreement

     This Reorganization Agreement (the "Agreement") is entered
into as of Friday, July 14,2000 ("Effective Date"), between and among
E-Automate Corporation, a Delaware corporation ("E-Automate"),
ActiveViews Acquisition Corporation, a Utah corporation ("AAC"),
Aaron Meyers, an individual and Eric Meyers, an individual. E-
Automate, AAC, Aaron Meyers and Eric Meyers are referred to
herein, collectively, as the "Parties" and, individually, as a
"Party."  Aaron Meyers and Eric Meyers are referred to
collectively herein as the "ACC Shareholders."

                            Recitals

     A.   WHEREAS, the Board of Directors E-Automate has approved
the stock-for-stock acquisition of AAC by E-Automate, as set
forth in this Agreement; and

     B.   WHEREAS, the Board of Directors of AAC, in light of
and subject to the terms and conditions set forth herein, has
determined that the Reorganization (as that term is defined
below) is in the best interests of AAC and its stockholders;

     NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

                  Article I.     - Definitions.

     The capitalized terms contained in this Agreement shall have
the meanings ascribed to them in this Section Article I, or as
otherwise required by context.

          (a)  "AAC" shall mean ActiveViews Acquisition Corporation, a
corporation organized and existing under the laws of the state of
Utah.

          (b)  "Certificate" and "Certificates" shall have the meanings
ascribed thereto in Section 2.02 below.

          (c)  "Closing" shall have the meaning ascribed thereto in Article
III below.

          (d)  "Closing Date" shall have the meaning ascribed thereto in
Article III below.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended.

          (f)   "Commission" means the Securities and Exchange Commission.

          (g)     "Company Representations" shall have the meaning set
forth in Article IV below.

          (h)    "Disclosure Schedule" shall have the meaning ascribed
thereto in Article IV below "Effective Date" shall mean the date
upon which this Agreement is executed by both parties, as further
specified in the preamble.

          (i)  "E-Automate" shall mean E-Automate Corporation, a
corporation organized and existing under the laws of the state of
Delaware.

          (j)  "Exchange Act" means the Securities and Exchange Act of
1934, as amended, and all rules promulgated thereunder.

          (k)  "Financial Statements" has the meaning set forth in Section
5.06 below.

          (l)   "Intellectual Property" means (a) all inventions (whether
patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, and all patents, patent
applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions,
extensions, and re-examinations thereof, (b) all trademarks,
service marks, trade dress, logos, trade names, and corporate
names, together with all translations, adaptations, derivations,
and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in
connection therewith, (c) all copyrightable works, all
copyrights, and all applications, registrations, and renewals in
connection therewith, (d) all mask works and all applications,
registrations, and renewals in connection therewith, (e) all
trade secrets and confidential business information (including
ideas, research and development, know-how, formulas,
compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and
business and marketing plans and proposals), (f) all computer
software (including data and related documentation), (g) all
other proprietary rights, and (h) all copies and tangible
embodiments thereof (in whatever form or recorded on whatever
medium).

          (m)   "Knowledge" means actual knowledge of officers and
directors, and employees with responsibility for the subject
matter, after reasonable investigation.

          (n)  "Liability" means any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due), including any liability for Taxes.

          (o)  "Ordinary Course of Business" means the ordinary course of
business consistent with past custom and practice (including with
respect to quantity and frequency).

          (p)  "Person" means an individual, a partnership, a corporation,
an association, a joint stock company, a trust, a joint venture,
an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

          (q)   "Reorganization" shall have the meaning ascribed thereto in
Article II below

          (r)  "Reorganization Consideration" shall have the meaning
ascribed thereto in Section 2.01 below.

          (s)  "Securities Filings" shall have the meaning ascribed thereto
in Section 5.06 below.

          (t)   "Subsidiary" means any corporation with respect to which a
specified Person (or a Subsidiary thereof) owns a majority of the
common stock or has the power to vote or direct the voting of
sufficient Securities to elect a majority of the directors.

          (u)   "Tax" or "Taxes" means any federal, state, county, local,
or foreign taxes, charges, fees, levies or other assessments,
including all net income, gross receipts, license, payroll,
employment, excise, severance, stamp, business and occupation,
premium, windfall profits, environmental (including taxes under
Code Section 59A), customs duties, capital stock, franchise,
gains, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property,
sales, use, transfer, registration, value added, ad valorem,
alternative or add-on minimum, estimated, or other tax of any
kind whatsoever, imposed by any governmental authority including
any interest, penalty, or addition thereto, whether disputed or
not and any expenses incurred in connection with the
determination, settlement or litigation of any tax liability.

          (v)  "Tax Returns" means any return, declaration, report, claim
for refund, or information return or statement relating to Taxes,
including any schedule thereto, and including any amendment
thereof.

          (w)  "Transfer Agent" shall have the meaning ascribed thereto in
Section 2.02 below.


                 Article II.    Reorganization.

     Section 2.01   General. At the Closing, pursuant to a plan of
reorganization approved by the Board of directors of both E-
Automate and AAC, and upon the terms and subject to the
conditions of this Agreement, the Shareholders shall deliver to E-
Automate all of their shares of the common stock of AAC and E-
Automate shall deliver to the Shareholders, in proportion to
their respective ownership of AAC, 50,000 shares of the common
stock of E-Automate ("Reorganization Consideration"). Such common
stock shall have rights, privileges and preferences equal to
those of the holders of common stock generally of E-Automate,
including the right to vote. At the conclusion of the
Reorganization, E-Automate shall be the sole owner of all of the
issued and outstanding equity of AAC and the Shareholders
shall have received solely voting common stock of E-Automate in
exchange for such equity. It is the Parties' express intention
that the Reorganization qualify as a tax-free reorganization
under Code  354 and 368(a)(1)(B).

     Section 2.02   Exchange of Certificates. At the Closing, E-
Automate or its designated agent shall act as transfer agent (the
"Transfer Agent") in effecting the exchange specified above upon
surrender by Shareholders of their certificates (the
"Certificates") in AAC, that prior to the Closing represented
all of the issued and outstanding equity shares of AAC.  Upon
the surrender of each such Certificate, the Transfer Agent shall
issued to the holder of such Certificate the Reorganization
Consideration pursuant to Section 2.01 above in exchange
therefor, and such Certificate shall forthwith be canceled.
Until so surrendered and exchanged, each such Certificate shall
represent solely the right to receive the Reorganization
Consideration into which such certificate may be converted
pursuant to Section 2.01 above.  No interest shall be paid or
shall accrue on the Reorganization Consideration.

                    Article III.   - Closing.

     In connection with the Reorganization, a closing (the
"Closing") shall be held at the offices of E-Automate, or such
other place as the Parties shall agree, for the purpose of
confirming the satisfaction or waiver of the conditions set forth
in Article VII below below and effecting the closing of the
Reorganization.  The date on which the Closing is held is
referred to herein as the "Closing Date."


    Article IV.    - Representations and Warranties of AAC

     AAC represents and warrants to E-Automate that the
statements contained in this Article IV are correct and complete
as of the date of this Agreement and will be true and correct as
of the Closing Date (as though made then and as though the
Closing Date were substituted for the date of this Agreement
throughout this Article IV), except as set forth in the
disclosure schedule, if any, attached to this Agreement and
initialed by the Parties (the "Disclosure Schedule").  The
Disclosure Schedule will be arranged in sections corresponding to
the numbered sections contained in this Article IV. .

     Section 4.01   Organization, Good Standing, and Qualification.
AAC is a corporation duly organized, validly existing and in
good standing under, and by virtue of, the laws of the State of
Utah.  AAC has all requisite corporate power and authority to
own and operate its properties and assets and to carry on its
business as now conducted and as proposed to be conducted.
AAC is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or
properties.  AAC has furnished the Purchaser with true and
correct copies of its charter and bylaws, each as presently in
effect.

     Section 4.02   Corporate Power.  AAC has all requisite legal
and corporate power and authority to execute and deliver this
Agreement and to carry out and perform all of its obligations
under the terms of this Agreement and the transactions
contemplated hereby.

     Section 4.03   Capitalization.  The authorized capital of AAC
consists, or will consist, immediately prior to the Closings of
50,000 shares of common stock, par value $0.0001 no par value,
stock, of which 50,000 are issued and outstanding.

     Section 4.04   Purchase Rights, Equity Plans, etc.. There are no
outstanding options, warrants, rights (including conversion or
preemptive rights) or agreements for the purchase or acquisition
from AAC of any shares of its capital stock.

     Section 4.05   Subsidiaries.  AAC does not currently own or
control, directly or indirectly, any interest in any other
corporation, partnership, business trust, association, or other
business entity.

     Section 4.06   Authorization.  All corporate action on the part
of AAC, its officers, directors and stockholders necessary for
the authorization, execution and delivery of this Agreement, the
performance of all obligations of AAC hereunder has been taken
or will be taken prior to the Closings, as applicable.  This
Agreement constitutes valid and legally binding obligations of
AAC enforceable against AAC in accordance with their terms,
subject to laws of general application related to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable
remedies.

     Section 4.07   Undisclosed Liabilities.  AAC has no Liability
and there is no basis for any present or to its Knowledge, future
action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand against it giving rise to any
Liability.

     Section 4.08   Legal Compliance; Permits.  Except for any
failures to comply that individually or in the aggregate would
not have a material adverse effect on the business of AAC,
taken as a whole, AAC has complied in all respects with all
applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of all federal, state, local, and foreign governments
(and all agencies thereof), and with the terms and conditions of
all material licenses, permits, certificates, approvals, and
authorities issued by any governmental agency or authority, and
no action, suit, proceeding, hearing, investigation, charge,
complaint, claim, demand, or notice has been filed or commenced
against any of them alleging any failure so to comply.
Section 4.09   Tax Matters.

          (a)  AAC has filed all Tax Returns that it was required to
file.  To the Knowledge of AAC, all Tax Returns that it has
filed are correct and complete in all respects.  Except for taxes
that will be due and owing for calendar year 2000, all Taxes due
and owed by AAC have been paid.

          (b)  AAC has withheld and paid all Taxes required to have been
withheld and paid in connection with amounts paid or owing to any
employee, independent contractor, creditor, stockholder, or other
third-Party.

         (c)  Neither AAC nor any employee responsible for Tax matters
expects any taxing authority to assess any additional Taxes for
any period for which Tax Returns have been filed. To the
Knowledge of AAC, there is no dispute or claim concerning any
Tax Liability of AAC either (i) claimed or raised by any
taxing authority in writing or (ii) as to which any of AAC and
the directors and officers (and employees responsible for Tax
matters) of AAC has Knowledge based upon personal contact with
any agent of such taxing authority.

          (d)  AAC has not received a Tax Ruling or entered into a
Closing Agreement with any taxing authority that would have a
continuing adverse effect after the Closing Date.

     Section 4.10   Intellectual Property. To the Knowledge of AAC:

          (a)  AAC owns free of encumbrances or has the right to use
pursuant to license, sublicense, agreement, or permission all
Intellectual Property necessary for the operation of the business
of ACCAAC as presently conducted and as presently proposed to be
conducted.
          (b)  Each item of Intellectual Property owned or used by AAC
immediately prior to the Closings will be owned or available for
use by AAC on identical terms and conditions immediately
subsequent to the Closings.

          (c)  Each item of AAC's proprietary Intellectual Property (and
to its knowledge without inquiry of third-parties) each item of
non-proprietary Intellectual Property is not subject to any
outstanding injunction, judgment, order, decree, ruling, or
charge; and

          (d)  No action, suit, proceeding, hearing, investigation,
charge, complaint, claim, or demand is pending or is threatened that
challenges the legality, validity, enforceability, use, or
ownership of the item.

     Section 4.11   Litigation. There are  no
of the actions, suits, proceedings, hearings, and investigations
that could result or could reasonably be expected to result in any adverse
change in the business, financial condition, operations, results
of operations, or future prospects of AAC.

     Section 4.12   Brokers' Fees.  AAC has no Liability or
obligation to pay any fees or commissions to any broker, finder,
or agent with respect to the transactions contemplated by this
Agreement for which AAC could become liable or obligated.

  Article V.     - Representations and Warranties of E-Automate

     E-Automate represents and warrants to AAC and the
Shareholders that the statements contained in this Article V are
correct and complete as of the date of this Agreement and will be
true and correct as of the Closing Date (as though made then and
as though the Closing Date were substituted for the date of this
Agreement throughout this Article V).

     Section 5.01   Organization of E-Automate.  E-Automate is a
corporation duly organized, validly existing, and in good
standing under the laws of its jurisdiction of incorporation.

     Section 5.02   Authorization of Transaction.  E-Automate has full
power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement constitutes the valid
and legally binding obligation of E-Automate, enforceable in
accordance with its terms and conditions.

     Section 5.03   Non-Contravention.  Neither the execution and the
delivery of this Agreement, nor the consummation of the
transactions contemplated hereby (including the Reorganization),
will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to
which E-Automate is subject or any provision of its Articles or
Certificate of Incorporation or Bylaws, or (ii) conflict with,
result in a breach of, constitute a default under, result in the
acceleration of, create in any Person the right to accelerate,
terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other
arrangement to which E-Automate is a party or by which it is
bound or to which any of its assets is subject.

     Section 5.04   Brokers' Fees.  E-Automate has no Liability or
obligation to pay any fees or commissions to any broker, finder,
or agent with respect to the transactions contemplated by this
Agreement for which E-Automate could become liable or obligated.

     Section 5.05   Acquisition Intent.  E-Automate does not currently
intend to sell off, spin out, or otherwise dispose of the equity
interests it is acquiring or will hold in, or the assets of,
AAC subsequent to the Closing.

     Section 5.06   Filings. E-Automate is a company subject to
reporting under Section 13 or 15(d) of the Exchange Act, is
current in all of its filings with the Commission, has delivered
a copy of its Annual Report on Form 10-KSB for the year ended
March 31, 2000 and the most recent draft Quarterly Report Under
the Exchange Act (the "Securities Filings"). Such Securities
filings do not include any untrue statement of a material fact or
any omission to state a material fact necessary in order to make
the statements made, in the light of the circumstances under
which they are made, not misleading.

     Article VI. - Representations and Warranties of the Shareholders

     Each of the Shareholders hereby represents and warrants to E-
Automate and AAC that the statements contained in this Article
VI are correct and complete as of the date of this Agreement and
will be true and correct as of the Closing Date (as though made
then and as though the Closing Date were substituted for the date
of this Agreement throughout this Article VI), as follows:

     Section 6.01   Authority.  He has the legal capacity and all
necessary right, power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby without any consent,
approval, power, authority or participation of or from his spouse
or partner.

     Section 6.02   Valid Execution and Delivery.  This Agreement has
been duly and validly executed and delivered by him and
constitutes his legal, valid and binding agreement and obligation
enforceable against him in accordance with its terms.  He has
good and marketable title to the shares of AAC common stock
owned by him free and clear of any claims, restrictions, liens or
encumbrances.

     Section 6.03   Non-Contravention.  The execution, delivery and
performance by him of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i)
contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or
decree binding upon or applicable to him or any of his
properties; (ii) conflict with, or result in the breach or
termination of any provision of or constitute a default (with or
without the giving of notice or the lapse of time or both) under,
or give rise to any right of termination, cancellation, or loss
of any benefit to which he is entitled under any provision of any
agreement, contract, license or other instrument binding upon him
or any of his properties, or allow the acceleration of the
performance of, any of his obligations under any indenture,
mortgage, deed of trust, lease, license, contract, instrument or
other agreement to which he is a party or by he or any of his
properties is subject or bound; or (iii) result in the creation
or imposition of any liens, security interests, pledges,
mortgages, encumbrances or claims of third-parties on any of his
assets, except in the case of clauses (i), (ii) and (iii) for any
such contraventions, conflicts, violations, breaches,
terminations, defaults, cancellations, losses, accelerations and
liens which would not individually or in the aggregate materially
interfere with the consummation of the transactions contemplated
by this Agreement.

     Section 6.04   Litigation.  There is no action, suit, claim,
investigation or proceeding (or, to his Knowledge, any basis for
any person to assert any claim likely to result in liability or
any other adverse determination) pending against, or to his
Knowledge, threatened against or affecting him or his properties
before any court or arbitrator or any administrative, regulatory
or governmental body, or any agency or official which in any
manner challenges or seeks to prevent, enjoin, alter or delay the
transactions contemplated hereby.  As of the date hereof, neither
he nor his properties is subject to any order, writ, judgment,
injunction, decree, determination or award that would prevent or
delay the consummation of the transactions contemplated hereby.

     Section 6.05   Company Representations.  The Company
Representations which are qualified as to materiality are true
and correct and the Company Representations which are not so
qualified are true and correct in all material respects, in each
case, as of the date of this Agreement and as of the Closing as
though newly made at and as of that time.

             Article VII.   - Conditions of Closing

     Section 7.01   Conditions of Closing for E-Automate.  The
obligations of E-Automate to consummate the transactions to be
performed by it in connection with the Closing are subject to
satisfaction of the following conditions, any or all of which may
be waived in writing by E-Automate, in its sole discretion, prior
to or at the Closing:

          (a)  The representations and warranties set forth in Article
IV above and Article VI above that are qualified by materiality
shall be true and correct in all respects at and as of the
Closing Date and the representations and warranties set forth in
Article IV above and Article VI above that are not qualified by
materiality shall be true in all material respects at and as of
the Closing Date.
          (b)  AAC and the Shareholders shall have performed and
complied with all of their respective covenants hereunder in all
material respects through the Closing Date.
          (c)  No action, suit, or proceeding shall be pending or, to
AAC's Knowledge, be threatened before any court or quasi-
judicial or administrative agency of any federal, state, local,
or foreign jurisdiction or before any arbitrator wherein an
unfavorable injunction, judgment, order, decree, ruling, or
charge would (i) prevent consummation of any of the transactions
contemplated by this Agreement, (ii) cause any of the
transactions contemplated by this Agreement to be rescinded
following consummation, or (iii)  affect adversely the right of E-
Automate to operate the former business of AAC.

          (d)  The transactions contemplated herein shall have been
approved by the Board of Directors and shareholders of AAC.

          (e)  All actions to be taken by AAC in connection with
consummation of the transactions contemplated hereby and all
certificates, opinions, instruments, and other documents required
to effect the transactions contemplated hereby will be reasonably
satisfactory in form and substance to E-Automate.

     Section 7.02   Conditions of Closing for AAC.  The obligations
of AAC to consummate the transactions to be performed by it in
connection with the Closing are subject to satisfaction of the
following conditions, any or all of which may be waived in
writing by AAC, in its sole discretion, prior to or at the
Closing:
          (a)  The representations and warranties set forth in Article V
above and Article VI above shall be true and correct in all
material respects at and as of the Closing Date.

          (b)  E-Automate and the Shareholders shall have performed and
complied with all of their respective covenants hereunder in all
material respects through the Closing Date.

          (c)  No action, suit, or proceeding shall be pending or, to the
Knowledge of E-Automate, be threatened before any court or quasi-
judicial or administrative agency of any federal, state, local,
or foreign jurisdiction or before any arbitrator wherein an
unfavorable injunction, judgment, order, decree, ruling, or
charge would (i) prevent consummation of any of the transactions
contemplated by this Agreement, or (ii) cause any of the
transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect).

          (d)  The Board of Directors, and the stockholders of E-Automate,
if necessary, shall have approved the transactions contemplated
in this Agreement;

          (e)  All actions to be taken by E-Automate and the Shareholders
in connection with the consummation of the transactions
contemplated hereby and all certificates, opinions, instruments
and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and
substance to AAC.

     Section 7.03   Conditions of Closing for the Shareholders.  The
obligations of the Shareholders to consummate the transactions to
be performed by them in connection with the Closing are subject
to satisfaction of the following conditions, any or all of which
may be waived in writing by the Shareholders, in their sole
discretion, prior to or at the Closing:

          (a)  The representations and warranties set forth in Article IV
above and Article V above shall be true and correct in all
material respects at and as of the Closing Date.

          (b)  E-Automate and AAC shall have performed and complied with
all of their respective covenants hereunder in all material
respects through the Closing Date.

          (c)  No action, suit, or proceeding shall be pending or, to
the Knowledge of E-Automate or AAC, be threatened before any court
or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or
charge would (i) prevent consummation of any of the transactions
contemplated by this Agreement, or (ii) cause any of the
transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect).

          (d)  The Board of Directors, and stockholders of E-Automate, if
required, shall have approved the transactions contemplated in
this Agreement.

          (e)  All actions to be taken by E-Automate and AAC in
connection  with the consummation of the transactions as
contemplated hereby and all certificates, instruments, and other
documents required to effect the transactions contemplated hereby
will be reasonably satisfactory in form and substance to the
Shareholders.

                  Article VIII.  - Termination

     Certain of the Parties may terminate this Agreement as
provided below:

     Section 8.01   The Parties hereto may terminate this Agreement by
mutual written consent at any time prior to the Closing;

     Section 8.02   E-Automate may terminate this Agreement by giving
written notice to AAC and the Shareholders at any time prior
to the Closing (i) in the event AAC or the Shareholders has
breached any representation, warranty, or covenant contained in
this Agreement in any material respect; provided, however, that E-
Automate has notified the breaching Party of the breach, and the
breach has continued without cure for a period of thirty (30)
days after the notice of breach; or (ii) if the Closing shall not
have occurred on or before August 15, 2000, by reason of the
failure of any condition precedent under Section 7.01 above
(unless the failure results primarily from E-Automate itself
breaching any representation, warranty, or covenant contained in
this Agreement).

     Section 8.03   AAC may terminate this Agreement by giving
written notice to E-Automate and the Shareholders at any time
prior to the Closing (i) in the event E-Automate has breached any
material representation, warranty, or covenant contained in this
Agreement in any material respect; provided, however, that AAC
has notified E-Automate of the breach, and the breach has
continued without cure for a period of thirty (30) days after the
notice of breach; or (ii) if the Closing shall not have occurred
on or before August 15, 2000, by reason of the failure of any
condition precedent under Section 7.02 above (unless the failure
results primarily from AAC itself breaching any
representation, warranty, or covenant contained in this
Agreement).

     Section 8.04   If this Agreement is terminated pursuant to this
Article VIII, all rights and obligations of the Parties hereunder
shall terminate without any Liability of any Party to any other
Party (except for any Liability of any Party then in breach).

                 Article IX.    - Miscellaneous

     Section 9.01   Press Releases and Public Announcements.  E-
Automate may issue press releases and make public announcements
relating to the subject matter of this Agreement prior to the
Closing without the prior written approval of the other Parties.
No other Party may make any press release or other announcement
concerning this Agreement or any transactions contemplated herein
without the consent of E-Automate.

     Section 9.02   No Third-Party Beneficiaries.  This Agreement
shall not confer any rights or remedies upon any Person other
than the Parties and their respective successors and permitted
assigns.

     Section 9.03   Entire Agreement.  This Agreement, including the
documents referred to herein, constitutes the entire agreement
between the Parties and supersedes any prior understandings,
agreements, or representations by or between or among the Parties
(whether written or oral), to the extent they related in any way
to the subject matter hereof.

     Section 9.04   Succession and Assignment.  This Agreement shall
be binding upon and inure to the benefit of the Parties and their
respective successors and permitted assigns.  No Party may assign
either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the
other Parties.

     Section 9.05   Counterparts.  This Agreement may be executed by
facsimile and in counterparts, each of which shall be deemed an
original, but all of which, when taken together, shall constitute
one and the same instrument.

     Section 9.06   Headings.  The article, section and subsection
headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or
interpretation of this Agreement.

     Section 9.07   Notices.  All notices, requests, demands, claims,
and other communications hereunder shall be in writing.  Any
notice, request, demand, claim, or other communication hereunder
shall be deemed duly given if (and then two (2) business days
after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended
recipient as set forth below. Any Party may send any notice,
request, demand, claim, or other communication hereunder to the
intended recipient at the address set forth above using any other
means (including personal delivery, expedited courier, messenger
service, telecopy, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall
be deemed to have been duly given unless and until it actually is
received by the intended recipient or receipt is confirmed
electronically or by mail.  Any Party may change the address to
which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other
Parties notice in the manner herein set forth.

If to E-Automate:                With a copy to:
     E-Automate Corporation           Dwight B. Williams, Esq.
     71 North 490 West                Suite 900
     American Fork, UT 84003          170 South Main Street
     Attention: Lon D. Price          Salt Lake City, UT 84101-1655

If to AAC                       With a copy to:
     ActiveViews Acquisition          Robert B. Hicks
      Corporation                     1162 North 1050 East
     71 North 490 West                Orem, UT 84097
     American Fork, UT 84003          Dwight B. Williams, Esq.
     Attention: Lon D. Price          Suite 900
                                      170 South Main Street
                                      Salt Lake City, UT 84101-1655

If to the Shareholders           With a copy to:
2018 West 1600 North                  Robert B. Hicks
     Provo, UT 84604                  1162 North 1050 East
     Attention: Eric Meyers           Orem, UT 84097

     Section 9.08   Governing Law.  This Agreement shall be governed
by and construed in accordance with the domestic laws of the
State of Utah without giving effect to any choice or conflict of
law provision or rule (whether of the State of Utah or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Utah.

     Section 9.09   Amendments and Waivers.  No amendment of any
provision of this Agreement shall be valid unless the same shall
be in writing and signed by each of the Parties.

     Section 9.10   Severability.  Any term or provision of this
Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

     Section 9.11   Construction.  The Parties have participated
jointly in the negotiation and drafting of this Agreement.  In
the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed
also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.  The word
"including" shall mean "including without limitation."  Nothing
in the Disclosure Schedule shall be deemed adequate to disclose
an exception to a representation or warranty made herein unless
the Disclosure Schedule identifies the exception with
particularity and describes the relevant facts in detail.
Without limiting the generality of the foregoing, the mere
listing (or inclusion of a copy) of a document or other item
shall not be deemed adequate to disclose an exception to a
representation or warranty made herein (unless the representation
or warranty has to do with the existence of the document or other
item itself).  The Parties intend that each representation,
warranty, and covenant contained herein shall have independent
significance.  If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty, or covenant
relating to the same subject matter (regardless of the relative
levels of specificity) that the Party has not breached shall not
detract from or mitigate the fact that the Party is in breach of
the first representation, warranty, or covenant.

     Section 9.12   Specific Performance.  Each Party acknowledges and
agrees that the other Parties would be damaged irreparably in the
event any of the provisions of this Agreement are not performed
in accordance with their specific terms or otherwise are
breached.  Accordingly, each Party agrees that the other Parties
shall be entitled, without the necessity of posting a bond or
proving actual damages, to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions
hereof in any action instituted in any court of the United States
or any state thereof having jurisdiction over the Parties and the
matter (subject to the provisions set forth in Section 9.13
below), in addition to any other remedy to which it may be
entitled, at law or in equity.

     Section 9.13   Submission to Jurisdiction.  Each Party submits to
the jurisdiction of any state or federal court sitting in Salt
Lake City or Orem, Utah, in any action or proceeding arising out
of or relating to this Agreement and agrees that all claims in
respect of the action or proceeding may be heard and determined
in any such court.  Each Party also agrees not to bring any
action or proceeding arising out of or relating to this Agreement
in any other court.  Each Party waives any defense of
inconvenient forum to the maintenance of any action or proceeding
so brought and waives any bond, surety, or other security that
might be required of any other Party with respect thereto.

     Section 9.14   Recovery of Litigation Costs.  If any legal action
or other proceedings is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing Party or Parties
shall be entitled to recover reasonable attorneys' fees and other
costs incurred in that action or proceeding, in addition to any
other relief to which it or they may be entitled.

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     IN WITNESS WHEREOF, the Parties have caused this
Reorganization Agreement to be signed as of the day and year
first above written.

                                E-Automate Corporation

                                    /s/ Lon D. Price
                                By:-------------------------
                                     Lon D. Price
                                Its: President & CEO

                                ActiveViews Acquisition
                                Corporation

                                     /s/ Eric Meyers
                                By:-------------------------
                                     Eric Meyers
                                Its: President


                                    /s/ Eric Meyers
                                   -------------------------
                                     Eric Meyers


                                    /s/ Aaron Meyers
                                   -------------------------
                                     Aaron Meyers