ARTICLES OF EXCHANGE
                                    of
                         Elast Technologies, Inc.
                                    and
                                 PTS, Inc.

We,  Phillip Flaherty, the President of Elast Technologies, Inc. and Thomas
Krucker,  the  Secretary of Elast Technologies, Inc.; and Peter  Chin,  the
President of PTS, Inc., and Sandy Chin, the Secretary of PTS, Inc.,  hereby
certify:

  1.   An  Acquisition Agreement was adopted by the Boards of  Directors
       of  both of the constituent corporations in meetings held on June
       11,  2001.  A copy of this executed Acquisition Agreement,  which
       contains   the  plan  of  Acquisition,  is  on  file   at   Elast
       Technologies, Inc.'s attorney's office in Nevada.

  2.   The  constituent entities are Elast Technologies, Inc.  and  PTS,
       Inc.,  both of which are Nevada corporations. Elast Technologies,
       Inc.  shall  be the surviving company, with PTS, Inc.  being  the
       acquired company.

  3.   The  shareholders  of PTS, Inc. shall receive  the  aggregate  of
       9,000,000 shares of the common stock of Elast Technologies,  Inc.
       for each share of PTS, Inc. common stock that he or she holds.

  4.   Approval of the shareholders of Elast Technologies, Inc. was  not
       required pursuant to NRS 92A.120.

  5.   The  Acquisition Agreement was approved by unanimous  consent  of
       all of the shareholders of PTS, Inc.

  6.   Elast  Technologies, Inc., the acquiring company,  shall  be  the
       surviving company.

  7.   The effective date of the Acquisition Agreement shall be upon the
       date of filing this Articles of Exchange.

                       For Elast Technologies, Inc.


/s/ Phillip Flaherty		      /s Thomas Krucker
Phillip Flaherty, President           Thomas Krucker, Secretary

State of Nevada     )                 State of Nevada     )
               )ss.                                  )ss.
County of Clark     )                 County of Clark     )

On             ,   2001,   personally On             ,   2001,  personally
appeared before me, a Notary  public, appeared before me, a Notary public,
Phillip  Flaherty,  who  acknowledged Thomas   Krucker,  who  acknowledged
that  he  is the President  of  Elast that  he  is the Secretary of  Elast
Technologies,  Inc.   and   that   he Technologies,  Inc.  and   that   he
executed  the  above  instrument   in executed  the  above  instrument  in
that capacity.                        that capacity.


A Notary Public in and for said       A Notary Public in and for said
County and State.                     County and State.



                              For PTS, Inc.


/s/ Peter Chin			      /s Sandy Chin
Peter Chin, President                 Sandy Chin, Secretary

State of Nevada     )                 State of Nevada     )
               )ss.                                  )ss.
County of Clark     )                 County of Clark     )

On             ,  2001,  personally   On             ,  2001,  personally
appeared   before  me,   a   Notary   appeared   before  me,   a   Notary
public,     Peter     Chin      who   public, Sandy Chin who acknowledged
acknowledged   that   he   is   the   that  she is the Secretary of  PTS,
President of PTS, Inc. and that  he   Inc.  and  that  she  executed  the
executed  the  above instrument  in   above instrument in that capacity.
that capacity.

                                      A Notary Public in and for said
A Notary Public in and for said       County and State.
County and State.