EXHIBIT 3(e)
                                  ------------

                      CERTIFICATE OF DESIGNATION, POWERS,
                      PREFERENCES AND RIGHTS OF THE SERIES
                                       OF
                                PREFERRED STOCK
                                       OF
                          ONCOURSE TECHNOLOGIES, INC.
                                TO BE DESIGNATED
               3% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

     Pursuant to Section  78.1955 of the  Nevada Private  Corporations Law  (NRS
Section78.1955), we, the undersigned, Charles W. Beyer and Bernard A. Woods III,
being respectively the  President and Secretary  of OnCourse Technologies,  Inc.
(the "Company"),  a Nevada  corporation, DO  HEREBY CERTIFY  that the  following
resolution was  duly  adopted by  the  Board of  Directors  of the  Company  and
approved by  the  stockholders pursuant  to  Section 78.1955(3)  of  the  Nevada
Private Corporations Law,  and that said  resolution has not  been rescinded  or
amended and is in full force and effect at the date hereof:

     RESOLVED, that, pursuant to  authority expressly granted  to and vested  in
the Board of  Directors by the  provisions of Section  4.01 of  the Articles  of
Incorporation, as  amended to  date, the  Board of  Directors hereby  creates  a
series of Preferred Stock  of the Company, with  a par value of  one tenth of  a
cent ($0.001) per share, and having  a stated value of  $1,000 per share, to  be
designated "3% Series A Cumulative Convertible  Preferred Stock" and to  consist
of Two  Hundred  Seventy  Five  (275)  shares,  and  hereby  fixes  the  powers,
designations, preferences and relative, participating, optional and other rights
of  the  shares  of  such  series,  and  the  qualifications,  limitations,   or
restrictions thereof (in addition to those provisions set forth in the  Articles
of Incorporation, as amended, which are applicable to the 3% Series A Cumulative
Convertible Preferred Stock), as follows:

     SECTION 1. DESIGNATION, AMOUNT, PAR VALUE, STATED VALUE AND RANK.

     The series of preferred stock shall be designated as 3% Series A Cumulative
Convertible Preferred  Stock (sometimes  referred to  herein  as the  "Series  A
Preferred Stock"), and  the number of  shares so designated  shall be 275  which
shall not be  subject to  increase without  the consent  of the  holders of  the
Series A Preferred  Stock ("Holders"). Each  share of Series  A Preferred  Stock
shall have no par value per  share and a stated value  of $1,000 per share  (the
"Stated Value"). The Series  A Preferred Stock shall  rank senior to the  Common
Stock and all other equity securities  of the Company (the "Junior  Securities")
issued and outstanding on or after  the Original Issue Date as to  distributions
and upon liquidation,  dissolution or winding  up. "Original  Issue Date"  shall
mean the date  of the first  issuance of any  shares of the  Series A  Preferred
Stock regardless  of the  number of  issuances or  transfers of  any  particular
shares of Series A Preferred Stock and regardless of the number of  certificates
which may be issued to evidence such Series A Preferred Stock.

     SECTION 2. DIVIDENDS.

     (a) Amount  of Dividends.  The Holders  shall be  entitled to  receive,  in
preference to  the holders  of  Common Stock  or  any other  Junior  Securities,
cumulative annual dividends at the annual rate of 3% of the Stated Value in cash
for each share  of Series A  Preferred Stock held.  Upon the  occurrence of  any
Triggering Event as defined in any  Stock Purchase Agreement or similar  written
agreement between the  Company and any  Holder, the  cumulative annual  dividend
rate of the  Series A Preferred  Stock held by  such Holder shall  automatically
increase to the  annual rate of  7% as  of the date  of the  occurrence of  such
Triggering Event. Such dividends  shall be payable as  and when declared by  the
Board of  Directors out  of the  assets  of the  Company legally  available  for
payment thereof. Any unpaid dividends shall cumulate.

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     (b) Payment of Dividends on Common Stock and Junior Securities. Except  for
stock dividends  and  similar transactions  described  in Section  6  below,  no
dividends may be paid, or funds set apart for payment, on shares of any class of
Junior Securities  until all  accumulated dividends  on the  Series A  Preferred
Stock have been paid in full or declared and funds set apart for payment thereof
in full.

     SECTION 3. VOTING RIGHTS.

     (a) Generally Non-Voting. Except as expressly  provided in this Section  or
as otherwise required  by the Nevada  Private Corporations Law,  the Holders  of
Series A Preferred Stock shall have no right to vote.

     (b) Right to Approve Certain Amendments. So long as any shares of Series  A
Preferred Stock  are outstanding,  the Company  shall not  and shall  cause  its
subsidiaries not to, without the prior written consent of the Holders of  sixty-
six and two-thirds (66  2/3%) percent of  the shares of  the Series A  Preferred
Stock then outstanding, (1) amend, alter or change the preferences or rights  of
any series or  class of capital  stock of the  Company (including  the Series  A
Preferred Stock) or the qualifications,  limitations or restrictions thereof  if
such amendment, alteration or change  adversely affects the powers,  preferences
or rights  given to  the Series  A  Preferred Stock,  (2)  alter or  amend  this
Certificate of Designation, (3) authorize or  create any class or series of  any
class of capital stock ranking as  to distribution of assets upon a  Liquidation
(as defined in Section 4  below) or otherwise senior  to the Series A  Preferred
Stock, (4) amend its Articles of  Incorporation, Bylaws or other  organizational
documents so as to affect adversely any rights of any Holders, (5) increase  the
authorized number of shares of Series A Preferred Stock, and (6) enter into  any
agreement with respect to the foregoing.

     (c) Right to Elect One Director. The Holders shall be entitled to elect one
member to the Board  of Directors of the  Company for so long  as any shares  of
Series A Preferred Stock are outstanding.

     SECTION 4. LIQUIDATION.

     Upon any liquidation,  dissolution or  winding-up of  the Company,  whether
voluntary or involuntary, or upon the sale, conveyance or disposition of all  or
substantially all of the  assets of the Company  (a "Liquidation"), the  Holders
shall be entitled  to receive out  of the assets  of the  Company, whether  such
assets are capital or  surplus, for each  share of Series  A Preferred Stock  an
amount equal  to the  Stated Value,  plus  any and  all accumulated  and  unpaid
dividends thereon,  before any  distribution or  payment shall  be made  to  the
holders of any  Junior Securities, and  if the assets  of the  Company shall  be
insufficient to  pay  in  full  such  amounts, then  the  entire  assets  to  be
distributed to  the Holders  shall  be distributed  among  the Holders  and  the
holders of all securities, if any, ranking pari passu to the Series A  Preferred
Stock ratably in accordance with the respective amounts that would be payable on
such shares if all amounts payable  thereon were paid in full. The  effectuation
by the Company of a transaction or series of related transactions in which  more
than fifty (50%) percent of the voting power of the Company is disposed of, or a
consolidation or  merger  of the  Company  with or  into  any other  company  or
companies shall not be treated as a Liquidation but instead shall be subject  to
the provisions of Section 7 below. The Company shall mail written notice of  any
such Liquidation, not less than forty-five  (45) days prior to the payment  date
stated therein, to each record Holder of Series A Preferred Stock.

     SECTION 5. CONVERSION.

     (a) Conversion Into Common Stock. The Holders shall have the right, at  any
time, to  convert Series  A Preferred  Stock into  shares of  Common Stock.  The
number of shares of  Common Stock into  which each share  of Series A  Preferred
Stock may be converted will  be determined by dividing  the Stated Price by  the
conversion price. The initial conversion price will be equal to $0.60 per  share
of Common Stock (the "Initial Conversion  Price"). The Initial Conversion  Price
will be subject to adjustment as set forth in Section 6 below.

     (b) Issuance of Warrants. For each share of Common Stock issued pursuant to
Paragraph (a) above, the Holder shall also  receive one (1) Class A Warrant  and
one (1) Class B Warrant of the Company. Each Class A Warrant will be exercisable
at a price of $1.25 per share at any time within three (3) years of the date  of
issuance of the warrant. Each Class B Warrant will be exercisable at a price  of
$1.25 per share at any time within five (5) years of the date of issuance of the
warrant.

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     (c) Effectuating the  Conversion. The Holders  shall effect conversions  by
surrendering the certificate or certificates representing the shares of Series A
Preferred Stock to  be converted to  the Company, together  with written  notice
specifying the number of shares of Series A Preferred Stock to be converted (the
"Conversion Notice"). Each Conversion Notice, once given, shall be  irrevocable.
Not later than ninety (90) after  any Conversion Date, the Company will  deliver
to the applicable Holder a certificate  or certificates representing the  number
of shares of Common Stock being acquired, and a warrant or warrants representing
the number of warrants being acquired, upon the conversion of shares of Series A
Preferred Stock, and one or more certificates representing the number of shares,
if any, of Series A Preferred Stock not converted.

     SECTION 6. CAPITAL CHANGES.

     (a) Changes in  Capital Structure. If  the Company, at  any time while  any
shares of  Series A  Preferred Stock  are  outstanding, (1)  shall pay  a  stock
dividend or otherwise  make a  distribution or  distributions on  shares of  its
Common Stock or any other equity security payable in shares of Common Stock, (2)
subdivide outstanding shares of Common Stock into a larger number of shares, (3)
combine outstanding shares of Common Stock  into a smaller number of shares,  or
(4) issue by reclassification  of shares of Common  Stock any shares of  capital
stock of the  Company, the  Initial Conversion Price  shall be  multiplied by  a
fraction of which the numerator  shall be the number  of shares of Common  Stock
(excluding treasury shares, if any) outstanding  before such event and of  which
the denominator shall be the number of shares of Common Stock outstanding  after
such event. Any adjustment made pursuant to this Section shall become  effective
immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective  immediately
after the  effective date  in the  case  of a  subdivision, combination  or  re-
classification. All calculations under this Section shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.

     (b) Adjustment Notice.  Whenever the Initial  Conversion Price is  adjusted
pursuant to this Section (for purposes  of this Section, each an  "adjustment"),
the Company shall  cause its Chief  Executive Officer to  prepare and execute  a
certificate setting  forth,  in  reasonable  detail,  the  event  requiring  the
adjustment, the amount of  the adjustment, the method  by which such  adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder) and the Initial Conversion Price after giving effect to
such adjustment, and shall cause copies  of such certificate to be delivered  to
each Holder promptly after each adjustment. Any dispute between the Company  and
the Holders with respect to  the matters set forth  in such certificate may,  at
the option of a majority in interest of the Holders, be submitted to one of  the
national accounting firms  currently known  as the  "big five"  selected by  the
Holders of a majority in interest of the shares of Series A Preferred Stock then
outstanding, provided that the Company shall have ten (10) days after receipt of
notice from such Holders of their selection  of such firm to object thereto,  in
which case the  holders of  a majority in  interest of  the shares  of Series  A
Preferred Stock then outstanding shall select another such firm and the  Company
shall have no such  right of objection. The  firm selected by  the holders of  a
majority in interest of the shares of Series A Preferred Stock then  outstanding
as provided in the preceding sentence  shall be instructed to deliver a  written
opinion as to such  matters to the  Company and the  Holders within thirty  days
after submission to it of such dispute. Such opinion shall be final and  binding
on the parties hereto. The  fees and expenses of  such accounting firm shall  be
paid by equally by the Holders and the Company.

                                   <Page 57>

     SECTION 7. MERGERS AND ACQUISITIONS.

     In case the  Company after  the Original  Issue Date  shall do  any of  the
following (each, a "Triggering  Event") (a) consolidate with  or merge into  any
other person and the Company shall not be the continuing or surviving person  of
such consolidation or merger, or (b) permit any other person to consolidate with
or merge into the Company and the  Company shall be the continuing or  surviving
person but, in connection with such  consolidation or merger, any capital  stock
of the Company shall be  changed into or exchanged  for securities of any  other
person or cash or any other property,  or (c) transfer all or substantially  all
of its  properties or  assets to  any  other person,  or  (d) effect  a  capital
reorganization or  reclassification of  its capital  stock, the  Holders of  the
Series A Preferred  Stock then outstanding  shall have the  right thereafter  to
convert such shares only into the shares of stock and other securities, cash and
property receivable  upon  or deemed  to  be held  by  holders of  Common  Stock
following such Triggering Event, and the holders of the Series A Preferred Stock
shall be entitled upon such event to receive such amount of securities, cash  or
property as the shares of the Common Stock of the Company into which such shares
of Series A Preferred Stock could have been converted immediately prior to  such
Triggering Event would  have been entitled.  For the purposes  of this  Section,
"person" means an individual or corporation, partnership, trust, incorporated or
unincorporated association,  joint  venture, limited  liability  company,  joint
stock company, government (or an agency or subdivision thereof) or other  entity
of any kind.

     SECTION 8. ADEQUATE RESERVES.

     The Company covenants that it will at all times reserve and keep  available
out of  its authorized  and unissued  Common  Stock solely  for the  purpose  of
issuance upon conversion of Series A Preferred Stock free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holders
of Series A Preferred Stock, not less than such number of shares of Common Stock
as shall be issuable  (taking into account the  adjustments and restrictions  of
Section 6) upon the conversion of  all outstanding shares of Series A  Preferred
Stock. The Company covenants that  all shares of Common  Stock that shall be  so
issuable shall, upon  issue, be duly  and validly authorized,  issued and  fully
paid, nonassessable and freely tradable.

     SECTION 9. NO FRACTIONAL SHARES.

     Upon a conversion  hereunder the  Company shall  not be  required to  issue
stock certificates representing fractions of shares of Common Stock, but may  if
otherwise permitted, make a cash payment in  respect of any final fraction of  a
share based on the adjusted Conversion Price  of the Common Stock at such  time.
If the Company elects not, or is unable, to make such a cash payment, the Holder
of a share of Series A Preferred Stock shall be entitled to receive, in lieu  of
the final fraction of a share, one whole share of Common Stock.

     SECTION 10. CANCELLATION UPON CONVERSION.

     Shares of Series  A Preferred Stock  converted into Common  Stock shall  be
canceled and  shall  have  the  status of  authorized  but  unissued  shares  of
undesignated preferred stock.

                                   <Page 58>

     SECTION 11. NOTICES.

     Any and all notices or other communications or deliveries to be provided by
the Holders  of  the Series  A  Preferred Stock  hereunder,  including,  without
limitation, any Conversion Notice, shall be in writing and delivered personally,
by facsimile  or sent  by a  nationally  recognized overnight  courier  service,
addressed to the attention of the President and to the Secretary of the  Company
at the facsimile telephone number or address of the principal place of  business
of the Company. Any and all notices or other communications or deliveries to  be
provided by the Company hereunder shall be in writing and delivered  personally,
by facsimile  or sent  by a  nationally  recognized overnight  courier  service,
addressed to each Holder of Series A Preferred Stock at the facsimile  telephone
number or address of such holder appearing on the books of the Company, or if no
such facsimile telephone number  or address appears, at  the principal place  of
business of  the  Holder.  Any  notice  or  other  communication  or  deliveries
hereunder shall be deemed given and effective on the earlier of (i) the date  of
transmission, if such notice or communication is delivered via facsimile at  the
facsimile telephone number specified in this Section prior to 5:00 p.m., Central
Standard Time, (ii) the date after the  date of transmission, if such notice  or
communication is  delivered  via facsimile  at  the facsimile  telephone  number
specified in this Section  later than 5:00 p.m.,  Central Standard Time, on  any
date and earlier  than 11:59 p.m.,  Central Standard Time,  on such date,  (iii)
receipt, if sent by a nationally  recognized overnight courier service, or  (iv)
actual receipt by the party to whom such notice is required to be given.

     SECTION 12. REDEMPTION ELECTION.

     Notwithstanding  the  foregoing,  at  any  time  on  or  after  the   third
anniversary of the Original Issue Date  and upon ninety (90) days prior  written
notice, the Company may, whether or not a Conversion Notice has been  previously
delivered to the Company, and in lieu of issuing shares of Common Stock pursuant
to Section 5 above in the event of such Conversion Notice, redeem any and all of
the shares of Series A Preferred Stock then held by any Holder by paying to  the
applicable Holder in cash a redemption price equal to the Stated Value, together
with any and all  accumulated and unpaid dividends  thereon through the date  of
redemption (the  "Redemption  Price"),  of such  Holder's  shares  of  Series  A
Preferred Stock (the "Redemption Election").

     IN WITNESS WHEREOF, we have subscribed this document on the first (1st) day
of May, 2002, and  do hereby affirm,  under the penalties  of perjury, that  the
statements contained therein have been examined by us and are true and correct.

                ATTEST:                               PRESIDENT:
                ------                                ---------
       /s/ Bernard A. Woods III                  /s/ Charles W. Beyer
       ------------------------                  --------------------
         Bernard A. Woods III                      Charles W. Beyer
               Secretary                               President
           (Corporate Seal)

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