EXHIBIT 3.4


                  CERTIFICATE PURSUANT TO NRS 78.209 OF AMENDMENT OF

                            ARTICLES OF INCORPORATION OF

                              NOSTALGIA MOTORCARS, INC.


    I, the undersigned,  Brad Randolph, President and sole Director of Nostalgia
Motorcars, Inc., do hereby certify:

    The amendment set forth below to the Company's Articles of Incorporation was
duly adopted in accordance  with the provisions of the Nevada  Revised  Statutes
section  78.207  by  unanimous  vote of the  Board  of  Directors  of  Nostalgia
Motorcars, Inc., at a meeting duly convened, held on the 11th day of June, 2002,
and shall be effective upon filing.

    Article FIRST is hereby amended to read as follows:

        The name of this corporation is ELUTION TECHNOLOGIES, INC.

    Article FOURTH is amended by the addition of the following provision:

     4.1  Reclassification of Shares.  Simultaneously with the effective date of
          this amendment  (the  "Effective  Date"),  each share of the Company's
          Common  Stock,  par value  $0.001  per share,  issued and  outstanding
          immediately prior to the Effective Date (the "Old Common Stock") shall
          automatically  and without any action on the part of the record holder
          thereof be classified as and changed into one-tenth  (1/10) of a share
          (the "New Common Stock"), subject to the treatment of fractional share
          interests as described  below.  Each record holder of a certificate or
          certificates which immediately prior to the Effective Date represented
          outstanding  shares  of Old  Common  Stock  (the  "Old  Certificates",
          whether one or more) shall be entitled to receive  upon  surrender  of
          such  Old   Certificates   to  the   Company's   Exchange   Agent  for
          cancellation,  a certificate or certificates (the "New  Certificates",
          whether one or more)  representing  the number of whole  shares of the
          New Common Stock into which and for which the shares of the Old Common
          Stock formerly represented by the Old Certificates so surrendered, are
          reclassified  under the  terms  hereof.  From and after the  Effective
          Date, Old  Certificates  shall represent only the right to receive new
          Certificates  pursuant  to  the  provisions  hereof.  One  full  share
          representing  each fractional  share interest in New Common Stock will
          be issued by the Company.  A record holder of Old  Certificates  shall
          receive,  in lieu of any  fraction  of a share of New Common  Stock to
          which the record holder would  otherwise be entitled,  one full share.
          If more than one Old Certificate  shall be surrendered at one time for
          the account of the same record stockholder,  the number of full shares
          of New Common Stock for which new  Certificates  shall be issued shall
          be computed on the basis of the aggregate number of shares represented
          by the  Old  Certificates  so  surrendered.  In  the  event  that  the


                              Exhibit 3.4 - Page 1
<PAGE>

          Company's  Exchange  Agent  determines  that a  record  holder  of Old
          Certificates  has not tendered all of his  certificates  for exchange,
          the Exchange Agent shall carry forward any fractional  share until all
          certificates  of that record  holder have been  presented for exchange
          such that  issuance for  fractional  shares to any one person shall be
          one additional share for each fractional share. If any new Certificate
          is to be  issued  in the  name  other  than  that  in  which  the  Old
          Certificates surrendered for exchange are issued, the Old Certificates
          so surrendered shall be properly endorsed and otherwise in proper form
          for transfer, and the person or persons requesting such exchange shall
          affix any requisite stock transfer tax stamps to the Old  Certificates
          surrendered,  or provide funds for their purchase, or establish to the
          satisfaction  of the  exchange  Agent that such taxes are not payable.
          From and after the  Effective  Date the amount which the shares of the
          Old Common Stock are reclassified  under the terms hereof shall be the
          same as the amount of capital  represented by the shares of Old Common
          Stock so  reclassified,  until  thereafter  reduced  or  increased  in
          accordance with applicable law.

     4.2  Authorized  Capital  Prior to  Reclassification.  The total  number of
          shares  which the  corporation  was  authorized  to issue prior to the
          reclassification  effected  in  section  4.1 above was  50,000,000  of
          Common Stock having a par value of $0.001 per share.

     4.3  Authorized  Capital After  Reclassification.  Effective as of the date
          this amendment is filed with the Nevada  Secretary of State, the total
          number  of shares  which the  corporation  is  authorized  to issue is
          100,000,000 of Common Stock having a par value of $0.001 per share.

    The number of shares of the corporation  outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 7,945,000; that said change and
amendment  have  been  consented  to and  approved  by a  majority  vote  of the
stockholders  holding a majority of each class of stock outstanding and entitled
to vote thereon.

    IN WITNESS WHEREOF,  NOSTALGIA MOTORCARS,  INC., has caused this Certificate
to be signed and attested by its duly authorized  officer,  this 11 day of June,
2002.

                                          NOSTALGIA MOTORCARS, INC.



                                          By: /s/ Brad Randolph
                                          --------------------------------
                                          Brad Randolph, President

ATTEST:


By:  /s/ Brad Randolph
     ---------------------------
     Brad Randolph, Secretary



STATE OF ARIZONA                          ss.
                                          ss.
COUNTY OF MARICOPA                        ss.

    This instrument was  acknowledged  before me on this 11th day of June, 2002,
by Brad Randolph, President and Secretary of Nostalgia Motorcars, Inc.


                                              /s/ Isabella Katzowsky
                                          ---------------------------------
                                          Notary Public, State of Arizona
                                          My Commission Expires:  2-24-2003


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