Exhibit 3.4

ARTICLES OF AMENDMENT

OF 

ARTICLES OF INCORPORATION

OF 

NBO SYSTEMS, INC.

a Maryland corporation

NBO Systems, Inc., a Maryland corporation (the"Corporation"), hereby certifies to the State Department of Assessments andTaxation of Maryland that:

1. The Articles of Incorporation of the Corporation is herebyamended as follows:

The Sixth Article of the Articles of Incorporation is hereby amended in itsentirety to read as follows: 

SIXTH: The Corporation has authority to issue two classesof shares to be designated "Common Stock" and "Preferred Stock,"respectively.  The total number of shares of Common Stock that the Corporationis authorized to issue is fifty million (50,000,000), **$**.0005 par valueper share.  The total number of shares of Preferred Stock authorized is onemillion (1,000,000), **$**1.00 par value per share. The total number ofshares that the Corporation is authorized to issue is 51,000,000. The total parvalue of the authorized stock is **$**1,025,000.

The preferences, limitation and relative rights of each classof shares (to the extent established hereby) and the express grant of authorityto the Board of Directors to amend this Articles of Incorporation to divide theauthorized shares of Preferred Stock into series, to establish and modifypreferences, limitations and relative rights of each share of Preferred Stockand to otherwise impact the capitalization of the Corporation as permitted bythe Act are as follows:

A.   Common Stock

1.   Voting Rights.  Except as otherwise expressly providedby law or in this Sixth Article, each issued and outstanding share of CommonStock shall be entitled to one vote on each matter to be voted on by theshareholders of the Corporation.

2.   Liquidation Rights.  Subject to any prior or superiorrights of liquidation as may be conferred upon any shares of Preferred Stock,and after payment or provision for payment of the debts and other liabilities ofthe Corporation, upon any voluntary or involuntary liquidation, dissolution orwinding up of the affairs of the Corporation, the holders of shares of CommonStock then-outstanding shall be entitled to receive all of the assets of theCorporation remaining and available for distribution.  Such assets shall bedivided among and paid to the holders of shares of Common Stock, on a pro-ratabasis, according to the number of shares of Common Stock held by them.

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3.   Dividends.  Dividends may be paid on the issued andoutstanding shares of Common Stock as and when declared by the Board ofDirectors, out of funds legally available therefore; provided, however, that nodividends shall be made with respect to the Common Stock until any preferentialdividends required to be paid or set apart for any issued and outstanding sharesof the Corporation's Preferred Stock have been paid or set apart.

4.   Residual Rights.  All rights accruing to the issued andoutstanding shares of the Corporation not expressly provided for to the contraryherein, in the Corporation's Bylaws or in any resolution or document regardingthe preferences, limitations and/or relative rights of any shares of PreferredStock or in any amendment hereto or thereto, shall be vested in the CommonStock.

B.   Preferred Stock

The Board of Directors, without shareholder action, may amendthis Articles of Incorporation, pursuant to the authority granted to the Boardof Directors by the Act, to do any of the following:

(i) designate and determine, in whole or in part, thepreferences, limitations and relative rights, within the limits set forth in theAct, of the Preferred Stock before the issuance of any shares of PreferredStock;

(ii) create one or more series of Preferred Stock, fix thenumber of shares of each such series (within the total number of authorizedshares of Preferred Stock available for designation as a part of such series)and designate and determine, in whole or in part, the preferences, limitationand relative rights of each series of Preferred Stock, within the limits setforth in the act, all before the issuance of any shares of such series;

(iii) alter or revoke the preferences, limitations and/orrelative rights granted to or imposed upon the Preferred Stock before theissuance of any shares of Preferred Stock, or upon any wholly-unissued series ofPreferred Stock; or

(iv) increase or decrease the number of shares constitutingany series of Preferred Stock, the number of shares of which was originallyfixedly the Board of Directors, either before or after the issuance of shares ofthe series; provided, however, that the number may not be decreased below thenumber of shares of such series then-outstanding or increased above the totalnumber of authorized shares of Preferred Stock available for designation apartof such series.

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The Board of Directors, with the approval of a majority ofthe entire board, and without action by the stockholders, may amend this charterto increase or decrease the aggregate number of shares of stock of theCorporation or the number of shares of stock of any class that the Corporationhas authority to issue.

2. Immediately prior to the effectiveness of this Amendment, the Corporationwas authorized to issue a total of twenty million (20,000,000) shares of CommonStock, $0.0005 par value per share, and one million (1,000,000) shares ofPreferred Stock, $1.00 par value per share. The total number of shares of CommonStock and Preferred Stock that the Corporation was authorized to issue was21,000,000 shares, with a total par value of $1,010,000.

3. This Amendment of the Articles of Incorporation of the Corporation (i) hasbeen approved by a majority of the entire Board of Directors of the Company; and(ii) is limited to a change expressly authorized by Section 2-105(a)(12) of theMaryland General Corporation Law to be made without action by the stockholders.

We the undersigned President and Secretary swear under penalties of perjurythat the foregoing is a corporate act.

Dated: April 4, 2004

| /s/ D. Kent Jasperson                 |  /s/ Keith A. Guevara                        |
|-----------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| D. Kent Jasperson                                                                                           |  Keith A. Guevara                                                                                                                                               |
| Secretary Chairman,                                                                                         |  President & CEO                                                                                                                                            |

 

Return address of filing party:

NBO Systems, Inc.

3676 W. California Ave., Bldg. D

Salt Lake City, UT 84104

801-887-7000 (T)

801-973-4951 (F)