EXHIBIT 3.4

                        Written Consent of Sole Director

                                 WRITTEN CONSENT
                              OF THE SOLE DIRECTOR
                                       OF
                            ECOSTRUCTURE CORPORATION

     Pursuant  to Section  78.315 of the Nevada  General  Corporation  Law,  the
undersigned,  being the sole  director  of  Ecostructure  Corporation,  a Nevada
corporation (the "Corporation"),  hereby consents to the adoption of, and hereby
adopts,  the  following  resolutions  and  declare  them to be in full force and
effect as if adopted at a regularly  scheduled  meeting of the  directors of the
Corporation.

     WHEREAS,  the Board of  Directors  of the  Corporation  deem it in the best
interest of the  Corporation to prohibit the  Corporation  from entering into or
completing  any merger or acquisition  transaction  with any entity in which any
officer or director of the Corporation,  or their affiliates or associates serve
as an  officer  and/or  director,  or  otherwise  hold  a  beneficial  ownership
interest.

     RESOLVED,  that  the  Corporation  is  prohibited  from  entering  into  or
completing  any merger or acquisition  transaction  with any entity in which any
officer or director of the Corporation,  or their affiliates or associates serve
as an  officer  and/or  director,  or  otherwise  hold  a  beneficial  ownership
interest.

     THIS CONSENT shall be deemed effective as of December 22, 2003 and shall be
filed with the minutes of the proceedings of the shareholders.


                                                     SOLE DIRECTOR:


                                              /s/ Mark Winstein
                                                 -------------------------------
                                                  Mark Winstein, Sole Director