EXHIBIT 3.5

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

CERTIFCATE OF AMENDMENT

OF

CERTIFICATE INCORPORATION

OF

CLICKACTION, INC.

CLICKACTION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

First:    The name of the corporation is CLICKACTION, INC

Second:    The date on which the Certificate of Incorporation was originally filed with the Secretary of Stat of the State of Delaware is May 3, 1995

Third:    The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the state of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

Article IV, Section A shall be amended and restated to read in its entirety as follows:

A.    This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Sixty-Two Million (62,000,000) shares. Sixty Million (60,000,000) shares shall be Common Stock, each having a par value of the one tenth of one cent ($.001). Two Million (2,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).

Fourth:    Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Fifth:    All other provisions of the Certificate of Incorporation shall remain in full force and effect

IN WITNESS WHEREOF, CLICKACTION, INC.    Has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer, Gregory W. Slayton and attested to by its Secretary, Sharon Chiu, this 22nd day of May, 2000.

CLICKACTION INC.
By:	/S/    GREGORY W. SLAYTON
	Gregory W. Slayton
	President and Chief Executive Officer

ATTEST:

/S/    SHARON CHIU

Sharon Chiu

Secretary

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