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                                                                     EXHIBIT 3.4



                            CERTIFICATE OF AMENDMENT
                        TO CERTIFICATE OF INCORPORATION
                                       OF
                              VESTIN GROUP, INC.,
                             A DELAWARE CORPORATION

                                 July 12, 2004



        VESTIN GROUP, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:

        FIRST: This Certificate of Amendment amends the provisions of the
Corporation's Certificate of Incorporation, as amended (the "Certificate of
Incorporation").

        SECOND: The terms and provisions of this Certificate of Amendment have
been duly adopted in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware by the directors and stockholders of
the Corporation.

        THIRD: The Certificate of Incorporation is hereby amended by adding the
following paragraph at the end of the first paragraph of Article Four of the
Certificate of Incorporation:

        "Effective immediately upon the filing (the "Effective Time") of this
        Certificate of Amendment of Certificate of Incorporation of the
        Corporation, there shall occur a one for two reverse split of the Common
        Stock of the Corporation without further action by the Corporation or
        any of the stockholders thereof, pursuant to which each two (2)
        outstanding shares of Common Stock shall be converted into one (1) share
        of Common Stock (the "Reverse Stock Split"). No fractional shares of
        Common Stock shall be issued upon the Reverse Stock Split. In lieu of
        any fractional shares to which the holder would otherwise be entitled
        (after aggregating all such shares of capital stock to which such holder
        is entitled), the Corporation shall pay such holder such amount in cash
        as such fractional share represents based on the fair market value of
        the Common Stock as of the Effective Date. Unless otherwise requested by
        the holders thereof, the share certificates representing the shares
        outstanding prior to the filing of this Certificate of Amendment of
        Certificate of Incorporation shall represent such number of new shares
        as split and converted following the filing hereof. Upon surrender by a
        holder of Common Stock of a certificate or certificates for Common
        Stock, duly endorsed, at the office of the Corporation, the Corporation
        shall, as soon as practicable thereafter, issue and deliver at such
        office to such holder of Common Stock, or to the nominee or nominees of
        such holder, a certificate or certificates for the number of new shares
        to which such holder shall be entitled as aforesaid."



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        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its officer thereunto duly authorized as of the date
first set forth above.



                                       By:
                                           -------------------------------------
                                                     Michael V. Shustek,
                                           Chief Executive Officer and President