EXHIBIT 3(d)
                                  ------------

                            CERTIFICATE OF AMENDMENT
                                       to
                           ARTICLES OF INCORPORATION
                                       of
                          ONCOURSE TECHNOLOGIES, INC.

  In compliance  with the requirements of  NRS SectionSection 78.385 and  78.390
(relating to certificates of amendment), the undersigned OnCourse  Technologies,
Inc., a Nevada business corporation, hereby amends its Articles of Incorporation
as follows:

                          Change in Authorized Capital
                          ----------------------------

1.   Section 4.01, titled "Number and Class", is hereby amended and restated  in
     its entirety as follows:

          Section 4.01 Number and Class. The corporation shall have the power to
                       -----------------
          create a total of  Sixty Million (60,000,000)  shares, divided into  a
          class of Fifty Million (50,000,000) shares of Common Stock with a  par
          value of one tenth of a  cent ($0.001) per share,  and a class of  Ten
          Million (10,000,000) shares of Preferred Stock with a par value of one
          tenth of a cent  ($0.001) per share. The  Board of Directors,  without
          action by the shareholders,  shall have the  full authority to  divide
          the authorized and unissued shares of the corporation, whether  Common
          Stock or Preferred  Stock, into  classes or  series, or  both, and  to
          determine for any such class or series its voting rights (which may be
          full, limited,  multiple, fractional  or no  voting rights)  and  such
          designations,  preferences,  options,  conversion  rights  and   other
          special or relative rights as may be desired.

                              No Preemptive Rights
                              --------------------

2.   Section 4.02, titled "No Preemptive Rights", is hereby amended and restated
     in its entirety as follows:

          Section 4.02 No Preemptive Rights. Except as may be otherwise
                        ------------------------
          determined by the  Board of  Directors from  time to  time by  written
          resolution, holders of either the Common Stock or the Preferred  Stock
          of the corporation shall not have any preference, preemptive right, or
          right of subscription to either acquire any shares of the corporation,
          or to convert any  class or series of  shares of the corporation  into
          another class or series of shares.

                             Assessment of Shares
                             --------------------

3.   Section 4.03, titled "Assessment of Shares", is hereby amended and restated
     in its entirety as follows:

          Section 4.03 Assessment of Shares. The Common Stock and Preferred
                       ---------------------
          Stock of the corporation, after the  amount of the subscription  price
          has been  paid,  in money,  property  or  services, as  the  Board  of
          Directors shall determine, shall not be  subject to assessment to  pay
          the debts of the corporation, nor for any other purpose, and no  stock
          issued as fully  paid shall ever  be assessable or  assessed, and  the
          Articles of Incorporation shall not be amended in this particular.

                          Initial Board of Directors
                          --------------------------

4.   The first sentence of Section 5.02, titled "Initial Board of Directors", is
     hereby deleted in its entirety.

                        Change in Number of Directors
                        -----------------------------

5.   Section 5.03, titled "Change in Number of Directors", is hereby amended and
     restated in its entirety as follows:

          Section 5.03 Change in Number of Directors. The Board of Directors
                       ------------------------------
          shall consist of such  number of Directors as  may be determined  from
          time to  time  by resolution  of  the Board  of  Directors;  provided,
          however, that the corporation shall have at least one (1) Director.

                                Effective Date
                                --------------

6.   This Certificate of Amendment shall be effective upon filing.

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                         ADOPTION BY BOARD OF DIRECTORS
                         ------------------------------

7.   This Certificate of  Amendment was adopted  by the Board  of Directors  and
     recommended to the shareholders by action  by unanimous consent in  writing
     in lieu of meeting as permitted by NRS Section78.315(2), Article XI of  the
     Articles of Incorporation of  the corporation, and  Section 4.10(b) of  the
     Bylaws of the corporation.

                            ADOPTION BY SHAREHOLDERS
                            ------------------------

8.   This Certificate  of  Amendment was  adopted  by the  shareholders  of  the
     corporation by action by majority consent in writing in lieu of meeting  as
     permitted  by  NRS  Section78.320(2),  Article   XI  of  the  Articles   of
     Incorporation of the  corporation, and Section  3.05 of the  Bylaws of  the
     corporation. Shareholders  owning  an  aggregate of  eleven  million,  five
     hundred and  three thousand  four hundred  and twenty  (11,503,420)  voting
     common shares of  the total eighteen  million, six  hundred and  thirty-one
     thousand two hundred  and ninety-one (18,631,291)  voting common shares  of
     the corporation's issued and outstanding Common Stock (approximately 61% of
     the total number of votes entitled to  be cast) voted for and consented  to
     this Certificate of Amendment. No votes were cast against this  Certificate
     of Amendment. The number of shares  cast for this Certificate of  Amendment
     was therefore sufficient for approval in accordance with the Nevada Private
     Corporations Law (NRS SectionSection 78.010 et  seq.), and the Articles  of
     Incorporation and Bylaws of the corporation.

9.   Executed on  May  1,  2002, by  Bernard  A.  Woods III,  Secretary  of  the
     corporation.

          By:  /s/ Bernard A. Woods III
               ---------------------------------------------------------
               Bernard A. Woods III, Secretary

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