EXHIBIT 3-4

          AMENDMENT TO ARTICLES OF INCORPORATION APPROVED JUNE 6, 1998.


                              ARTICLES OF AMENDMENT

                                     OF THE

                            ARTICLES OF INCORPORATION

                                       OF

                            MAGELLAN TECHNOLOGY, INC.

         Pursuant to the  provisions  of the Utah Revised  Business  Corporation
Act, the  undersigned  corporation  does hereby adopt the following  Articles of
Amendment to its Articles of Incorporation:

         1.       The name of the corporation is Magellan Technology, Inc.

         2.       The text of each amendment adopted is as follows:

                  (a) The existing  Article IV of the Articles of  Incorporation
is hereby deleted and replaced in its entirety as follows:

                               ARTICLE IV - SHARES

                           The total number of shares the Company has  authority
                  to issue is fifty million (50,000,000) shares of Common Stock.
                  All shares of the Company are of the same class, have the same
                  rights and  preferences  and have a par value of $0.0002.  All
                  shares  issued by the Company  shall be fully paid when issued
                  and  not  subject  to  further  calls  or   assessments.   The
                  authorized shares of the Company,  including  treasury shares,
                  may be issued at such time, upon such terms and conditions and
                  for  such   consideration   as  the  board  of  directors  may
                  determine.  The  Company  may  purchase  its own shares to the
                  extent  of  unreserved  and   unrestricted   capital   surplus
                  available therefor.


         3. The foregoing amendment to the Articles of Incorporation was adopted
by  the  Board  of  Directors  of  the  Company  on  June  6,  1998,  and by the
shareholders of the Company on August 25, 1998.

         4. The  foregoing  amendment to the Articles of  Incorporation  was not
adopted by the Board of Directors without shareholder action.



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         5.  The  foregoing  amendment  to the  Articles  of  Incorporation  was
approved by the shareholders as follows:

                  a)       the  designation  of the voting  group which voted on
                           the amendment was Common Stock;  the number of shares
                           of Common Stock  outstanding  and the number of votes
                           entitled  to be cast  at the  meeting  by the  Common
                           Stock  voting  group was  17,533,537;  the  number of
                           votes of the Common Stock  voting group  indisputably
                           represented at the meeting was 12,912.441; and

                  b)       the total  number of votes cast for the  amendment by
                           the Common Stock voting group was 12,844,607,  and no
                           votes were cast  against the  amendment by the Common
                           Stock voting group.

         DATED the 6th day of July, 1999.

                                        MAGELLAN TECHNOLOGY, INC.,
                                        a Utah corporation



                                    By: /s/ Douglas M. Angus
                                    --------------------------------------------
                                    Douglas M. Angus, Secretary