EXHIBIT 3.5

                  Articles of Incorporation

                             of

             ActiveViews Acquisition Corporation

     I, Robert B. Hicks, the undersigned natural person,
acting as incorporator under the Utah Revised Business
Corporation Act (the "Act") submit the following Articles of
Incorporation this July 13, 2000.

                      Article I - Name

     The name of this corporation is ActiveViews Acquisition
Corporation.

                Article II      -   Purposes

     The purposes for which the corporation is organized are
to engage in any and all lawful acts that, presently or in
the future, may legally be performed by a corporation
organized under the laws of the State of Utah.

                   Article III    - Stock

     This corporation is authorized to issue a single class
of stock, par value $0.0001, designated as "Common Stock"
and "Preferred Stock."  The total number of shares that the
corporation is authorized to issue is 50,000 shares of
Common Stock.

    Article IV     - Rights, Preferences, Privileges and
                Restrictions on Common Stock

     The holders of the Common Stock shall be entitled to
receive, when and as declared by the Board of Directors, out
of any assets of the corporation legally available therefor,
such dividends as may be declared from time to time by the
Board of Directors. Upon the liquidation, dissolution or
winding up of the corporation, the assets of the corporation
shall be distributed as required by law.  Except as
otherwise provided in these Articles of Incorporation, the
holder of each share of Common Stock shall have the right to
one vote, and shall be entitled to notice of any
shareholders' meeting in accordance with the Bylaws of this
corporation, and shall be entitled to vote upon such matters
and in such manner as may be provided by law.

                Article V - Registered Agent

     The registered agent for the corporation and the
address of that registered agent shall be Robert B. Hicks,
1162 North 1050 East, Orem, Utah 84097.  The signature of
the registered agent is set forth on the signature page of
these Articles of Incorporation.

                 Article VI     - Directors

     The number of directors constituting the board of
directors shall be five (5).

            Article VII    - Personnel Indemnity

     The corporation shall, to the fullest extent permitted
by the Act, as the same may be amended and supplemented,
indemnify all directors, officers, employees and agents of
the corporation whom it shall have the power to indemnify
thereunder from and against any and all of the expenses,
liabilities or other matters referred to therein or covered
thereby.  The corporation shall have the right to advance
expenses to its directors, officers, employees and agents to
the full extent permitted by the Act, as the same may be
amended or supplemented.  Such right to indemnification or
advancement of expenses shall continue as to a person who
has ceased to be a director, officer, employee or agent of
the corporation, and shall inure to the benefit of the
heirs, executives and administrators of such persons.  The
indemnification and advancement of expenses provided for
herein shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement may be
entitled under any by-law, agreement, vote of shareholders
or of disinterested directors or otherwise.  The corporation
shall have the right to purchase and maintain insurance on
behalf of its directors, officers, employees or agents to
the full extent permitted by the Act, as the same may be
amended or supplemented.

            Article VIII    - Directory Indemnity

     Except as required by the Act, directors of this
corporation shall not be personally liable for monetary
damages for any action taken or any failure to take any
action, as a director.  Neither any amendment nor repeal of
this Article VIII, nor the adoption of any provision in
these Articles of Incorporation inconsistent with this
Article VIII, shall eliminate or reduce the effect of this
Article VIII in respect of any matter occurring or any cause
of action, suit or claim that, but for this Article VIII
would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

           Article IX     - Right to Amend Bylaws

     The Board of Directors is authorized to the maximum
extent permitted under the Act to adopt, amend or repeal
from time to time any or all of the bylaws of the
Corporation.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles on Thursday, July 13, 2000.



   /s/  Robert B. Hicks
--------------------------------------------------
Robert B. Hicks, Incorporator and Registered Agent