RESTATED  ARTICLES  OF  INCORPORATION

                                OF

                       PAYFORVIEW.COM,  INC.



     FIRST:    The  name  of  this  Corporation  is:

          PAYFORVIEW.COM,  INC.

     SECOND:   Its  principal  office  in  the  State  of  Nevada  is
located  at  202  South  Minnesota  Street,  Carson  City,  Nevada,
89703.  The  name  and  address  of  its  resident  agent  is  Capitol
Document  Services,  Inc.,  at  the  above  address.

     THIRD:    The  nature  of  the  business  and  the  object  and
purposes  to  be  transacted,  promoted  and  carried  on  by  the
corporation  are  and  shall  continue  to  be:

     To  engage  in  any  lawful  business  authorized  and  permitted  by
     the  laws  of  the  State  of  Nevada,  United  States,  and  any  and
     all  counties,  states  or  cities  wherein  this  said  corporation
     may  undertake  to  engage  in  business.

     FOURTH:   The  total  number  of  authorized  capital  stock  of
the  corporation  is  One  Hundred  Million  (100,000,000)  shares  at
$.0001  par  value  per  share.  Said  shares  at  $.0001  per  value  may
be  issued  by  the  corporation  from  time  to  time  for  such
consideration  as  may  be  fixed  by  the  Board  of  Directors.

     FIFTH:    The  governing  board  of  this  corporation  shall  be
known  as  directors,  and  the  number  of  directors  may  from  time  to
time  be  increased  or  decreased  in  such  manner  as  shall  be
provided  in  the  by-laws  of  this  corporation,  provided  that  the
number  of  directors  shall  not  be  reduced  to  less  than  one  unless
there  is  less  than  one  stockholder.

     The  Board  of  Directors  shall  consist  of  three  (3)  members
whose  names  and  addresses  are  as  follows:

          NAME                     ADDRESS

     Marc  Pitcher             305-1188  Richards  Street
                              Vancouver,  BC  V6B  3E6
                              Canada

     Nicholas  R.  M.  Meredith  Rosemount,  Grange  Road
                              Winchester,  Hants
                              SO23  9RT
                              United  Kingdom

     Warren  Wayne             7480  Reeder  Road
                              Richmond,  BC
                              Canada

     SIXTH:    The  capital  stock,  after  the  amount  of  the
subscription  price,  or  par  value,  has  been  paid  in,  shall  not  be
subject  to  assessment  to  pay  the  debts  of  the  corporation.

     SEVENTH:  The  name  and  post  office  address  of  each  officer
signing  these  restated  articles  of  incorporation  is  as  follows:


          NAME                     ADDRESS

     Marc  Pitcher             305-1188  Richards  Street
     (President)              Vancouver,  BC  V6B  3E6
                              Canada

     Warren  Wayne             7480  Reeder  Road
     (Secretary)              Richmond,  BC
                              Canada

     EIGHTH:   This  corporation  is  to  have  perpetual  existence.

     NINTH:    In  furtherance  and  not  in  limitation  of  the  powers
conferred  by  statute,  the  board  of  directors  is  expressly
authorized,  subject  to  the  by-laws,  if  any,  adopted  by  the
shareholders,  to  make,  alter  or  amend  the  by-laws  of  the
corporation.

     TENTH:    Meetings  of  stockholders  may  be  held  outside  of
the  State  of  Nevada  at  such  place  or  places  as  may  be  designated
from  time  to  time  by  the  board  of  directors  or  in  the  by-laws  of
the  corporation.

     ELEVENTH:  To  the  fullest  extent  permitted  by  Chapter  78  of
the  Nevada  Revised  Statutes,  as  the  same  exists  or  may  hereafter
be  amended,  an  officer  or  director  of  the  corporation  who  was  or
is  a  party  or  is  threatened  to  be  made  a  party  to  any  threatened,
pending  or  completed  action,  suit  or  proceeding,  whether  civil,
criminal,  administrative  or  investigative,  including  an  action  by
or  in  the  right  of  the  corporation,  or  is  or  was  serving  at  the
request  of  the  corporation  as  an  officer,  director,  employee  or
agent  of  another  corporation,  partnership,  joint  venture,  trust
or  other  enterprise,  shall  be  indemnified  by  the  corporation
against  expenses,  including  attorneys'  fees,  judgments,  fines  and
amounts  paid  in  settlement  actually  and  reasonably  incurred  by
him  in  connection  with  such  action,  suit  or  proceeding.

     TWELFTH:  This  corporation  reserves  the  right  to  amend,
alter,  change  or  repeal  any  provision  contained  in  the  articles
of  incorporation,  in  the  manner  now  or  hereafter  prescribed,  and
all  rights  conferred  upon  stockholders  herein  are  granted  subject
to  this  reservation.


     WE,  THE  UNDERSIGNED,  being  the  officers  herein  before  named
for  the  purpose  of  filing  these  restated  articles  of
incorporation  pursuant  to  the  General  Corporation  Law  of  the
State  of  Nevada,  do  make  and  file  these  restated  articles  of
incorporation,  hereby  declaring  and  certifying  that  the  facts
herein  stated  are  true,  and  accordingly  have  hereunto  set  our
hands  this  twenty-ninth  day  of  October,  1999.



/s/  Marc  Pitcher                   /s/  Warren  Wayne
Marc  Pitcher,                      Warren  Wayne,
President                          Secretary