EXHIBIT 3.5

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  LINDOWS, INC.

     The undersigned, Kevin B. Carmony and Chad H. Olson, hereby certify that:

     1.   They are the President and Secretary, respectively, of Lindows, Inc.,
a Delaware corporation (the "Corporation"), the original Certificate of
Incorporation of which was filed with the Secretary of State of the State of
Delaware on July 24, 2001.

     2.   Paragraph A of Article IV of the Corporation's Amended and Restated
Certificate of Incorporation is hereby amended and restated to read in its
entirety as follows:

          "The total number of shares of all classes of capital stock which the
          Corporation shall have authority to issue is One Hundred Fifty Million
          (150,000,000), consisting of Seventy Million (70,000,000) shares of
          common stock, with a par value of $0.0001 per share ("Common Stock"),
          and Eighty Million (80,000,000) shares of preferred stock, with a par
          value of $0.0001 per share ("Preferred Stock"). Upon the effectiveness
          of this amendment of the Amended and Restated Certificate of
          Incorporation, each outstanding 3.65 shares of Common Stock of the
          Corporation shall be combined and converted into one share of Common
          Stock. No fractional shares shall be issued and, in lieu thereof, any
          holder of less than one share of Common Stock shall be entitled to
          receive cash for such holder's fractional share based upon the fair
          market value of the Common Stock, as determined by the Corporation's
          Board of Directors."

     3.   This Certificate of Amendment has been duly adopted by the Board of
Directors and stockholders of the Corporation in accordance with Sections 242
and 228 of the General Corporation Law of the State of Delaware.

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     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of Certificate of Incorporation on this 16th day of July, 2004.

                                             /s/ Kevin B. Carmony
                                        ----------------------------------------
                                                  Kevin B. Carmony, President


                                             /s/ Chad H. Olson
                                        ----------------------------------------
                                                  Chad H. Olson, Secretary