EXHIBIT 3.2

     CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION CONCERNING
                    NAME CHANGE TO SCHOOLWEB SYSTEMS INC.


I, Griffin Jones, certify that:

     1.  The original articles of North Pacific Capital Corp. were
         filed with the Office of the Secretary of State on June 26, 2000.

     2.  Pursuant to the unanimous written consent of the Board of
         Directors, the Corporation hereby adopted the following
         amendments to the Articles of Incorporation of the Corporation:

Article 1: Name is amended to read as follows:

"The name of the corporation is SchoolWeb Systems Inc."

     3.  At a Meeting of the shareholders of the Corporation held on
         December 19, 2001, the Corporation had 14,293,000 shares of
         voting common stock outstanding.  By a vote of 10,433,000
         shares of this common stock, present in person or by proxy
        (which represents 72% of the issued and outstanding shares
         of common stock), which vote is sufficient for approval, the
         foregoing amendment to the Articles of Incorporation of this
         corporation was approved.

Dated this 7th day of March, 2002:


_______________________________
GRIFFIN JONES, Director, Treasurer and Secretary