EXHIBIT 3(c)
                                  ------------

                           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:

                 Reduction of Authorized Capital
                 -------------------------------

1.   The first sentence of  Section 4.01, titled "Number  and Class", is  hereby
     amended and restated as follows:

          The amount of the total authorized  capital stock of this  corporation
          is Fifty Million (50,000,000) shares with a par value of one tenth  of
          a cent ($0.001) per share designated as Common Stock.

                 Reverse Stock Split
                 -------------------

2.   As of the effective date of this Certificate of Amendment, each outstanding
     share of Common Stock of this corporation with a par value of one tenth of
     a cent ($0.001) per share shall automatically be converted into one-half
     (1/2) share of Common Stock with a par value of one tenth of a cent
     ($0.001) per share.

                 Numbering Corrections.
                 ----------------------

3.   Section 4.01,  titled  "No  Preemptive Rights",  is  hereby  renumbered  as
     Section 4.02.  Section  4.02,  titled "Assessment  of  Shares",  is  hereby
     renumbered as Section 4.03. The reference to "Section 4.3" in Article X  is
     hereby amended to read "Section 4.03".

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

4.   This Certificate of  Amendment shall be  effective on October  31, 1999  at
     11:59:59 P.M. Pacific Standard Time.

                 Adoption by Board of Directors
                 ------------------------------

5.   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
                 ------------------------

6.   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

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     aggregate  of  nineteen million,  seven hundred and  thirty-three  thousand
     (19,733,000) voting common shares of  the total  twenty-two   million  five
     hundred  eighteen   thousand and  one (22,518,001) voting common shares  of
     the  corporation's  issued  and outstanding Common Stock (approximately 87%
     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.

7.   Executed on October  28, 1999, by  Charles W. Beyer,  the President of  the
     corporation.

                              By:  /s/Charles W. Beyer
                                   -------------------
                             Charles W. Beyer, President

                                   <Page 51>

                                 ACKNOWLEDGMENT
                                 --------------
STATE OF WISCONSIN       )
                         )    SS:
COUNTY OF WAUKESHA       )

          On this, the 28th  day of October, 1999,  before me, a Notary  Public,
personally appeared  Charles  W.  Beyer, who  acknowledged  himself  to  be  the
President of OnCourse Technologies, Inc., and that as such President, being duly
authorized to do so, executed the foregoing Certificate of Amendment for and  on
behalf of OnCourse Technologies, Inc. for the purposes therein contained.

          IN WITNESS WHEREOF I hereunto set my hand and official seal.

                            /s/ Karolyn K. Kirkwood
                             ----------------------
                                 Notary Public

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