EXECUTIVE EMPLOYMENT CONTRACT

Schedule A-2 to Shareholders Agreement

         THIS AGREEMENT MADE AS OF THE ~ ~ DAY OF JANUARY, 2000..

Among:

                              MENTOR ON CALL, INC.
                        a corporation incorporated under
                           the laws of Nevada, U.S.A.
                 (hereinafter referred to as the "Corporation")

                                                              OF THE FIRST PART,

                                     - and -

                                 EDWIN W. AUSTIN
                             of the City of Toronto
                               Province of Ontario

                                     Canada
                  (hereinafter referred to as the "Executive")

                                                             OF THE SECOND PART.


         Whereas the Corporation  wishes to retain the services of the Executive
to provide the services  hereinafter  described  during the term hereinafter set
out;

         NOW THEREFORE THIS AGREEMENT  WiTNESSES  that in  consideration  of the
mutual covenants and agreements herein contained and for other good and valuable
consideration, the parties agree as follows:

 1.      TERM

         The  Corporation  shall employ the Executive for a period of five years
fromjANUARY 18, 2000 to and including  January 18, 2005,  unless such employment
shall be terminated earlier as hereinafter provided. Upon the expiry of the term
of this  agreement on January 18,  2005,  and on each  anniversary  of such date
falling  thereafter,  the term of this agreement shall automatically be extended
for on additional  year on the same terms and conditions  unless,  not less than
six  months  prior  to  any  such  anniversary,  either  the  Executive  or  the
Corporation  shall have given written  notice to the other that it does not wish
to further extend this agreement.

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 2.      DUTIES

         The Executive shall serve the  Corporation and any  subsidiaries of the
Corporation  in such  capacity or  capacities  and shall perform such duties and
exercise  such  power   pertaining  to  the  management  and  operation  of  the
Corporation as may be determined  form time to time by the board of directors of
the Corporation consistent with the office of the Executive.  Without limitation
of the  foregoing,  the  Executive  shall  occupy the office of Chief  Operating
Officer and Chief Financial Officer of the Corporation. The Executive shall:

         (a)  devote his full time and  attention  and his best  efforts  during
normal business hours to the business and affairs of the Corporation;

         (b)  perform  those  duties  that may  reasonably  be  assigned  to the
Executive diligently and faithfully to the best of the Executive's abilities and
in the best interests of the Corporation; and

         (c) use his best efforts to promote the  interests  and goodwill of the
Corporation.

 3.      REPORTING PROCEDURES

         The  Executive  shall report to the person  holding the office of Chief
Executive  Officer.   The  Executive  shall  report  fully  on  the  management,
operations and business affairs of the Corporation and advise to the best of his
ability and in accordance with reasonable business standards on business matters
that may arise from time to time during the term of this agreement.

 4.      REMUNERATION

         (a) The annual base salary  payable to the  Executive  for his services
hereunder for the first year of the term of his agreement shall by U.S. $180,000
with U.S. $60,000 of this amount deferred until the Corporation retains earnings
of U.S.  $750,000 in one quarter as  determined  in the sole  discretion  of the
Chief Executive Officer. At that time the deferred salary vests in the Executive
and is then due and  payable in equal  monthly  increments  over the ensuing six
months in addition to the monthly salary.  The annual base salary payable to the
Executive  for his services  hereunder for each  successive  year of the term of
this agreement,  exclusive of bonuses,  benefits and other  compensation,  shall
increase  by eight  per  cent of the  annual  base  salary  for the  immediately
preceding year. The annual base salary payable to the Executive  pursuant to the
provisions  of this section 4 shall be payable in equal monthly  instalments  in
arrears on the first of each month or in such  other  manner as may be  mutually
agreed upon, less, in any case, any deductions or withholdings required by law.

         (b) The Corporation  shall provide the Executive with employee benefits
comparable  to those  provided  by the  Corporation  from  time to time to other
senior  executive of the  Corporation  to a maximum value of fifteen per cent of
Executive's  salary with a floor  often per cent of salary and shall  permit the
Executive  to  participate  in any  share  option  plan,  share  purchase  plan,
retirement

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plan or similar plan offered by the Corporation  from time to time to its senior
executives in the manner and to the extent  authorized by the board of directors
of the Corporation.

 5.      PERFORMANCE BONUS

         In addition to the Executive's  annual base salary, the Executive shall
participate in the Corporation's executive bonus plan whereby upon completion of
the  Learning  Management  System to the  satisfaction  of the  Chief  Executive
Officer  utilizing third party and independent  evaluators and conditional  upon
receipt  of a  minimum  of U.S.  $1,500,000  from  System  Licenses,  a  Project
Completion Bonus of U.S. $125,000 will be immediately payable to the Executive.

 6.      STOCK OPTIONS

         The  Executive is entitled to Stock Options in the  Corporation  in the
amount of 250,000 no par value common shares at a strike price of U.S. $2.00 per
share  exercisable  for a period of five years from issuance of the  performance
bonus ENUNCIATED IN ARTICLE 5 above.

 7.      NO FURTHER SALARY OR BONUS ADJUSTMENTS

         Other  than  as  herein  provided,  there  shall  be no  cost-of-living
increase or merit  increase in the annual  base  salary or the  executive  bonus
unless agreed to in writing by the Corporation.

 8.      VACATION

         The Executive shall be entitled to four weeks' paid vacation per fiscal
year of the  Corporation  at a time  approved in advance by the Chief  Executive
Officer,  which approval shall not be unreasonably  withheld but shall take into
account the staffing requirements of the Corporation and the need for the timely
performance of the Executive's responsibilities. In the event that the Executive
decides not to take all the vacation to which he is entitled in any fiscal year,
the  Executive  shall be entitled to take up to one week of such vacation in the
next following  fiscal year at a time approved in advance by the Chief Operating
Officer.

9.       AUTOMOBILE

         The Executive shall be supplied with an allowance of U.S.$375 per month
when the  Corporation  is earning a profit of a minimum of U.S.  $750,000 in any
quarter,  as determined in the sole discretion of the Chief  Financial  Officer,
towards  a leased  car  selected  by the  Corporation  to be used by him for the
Corporation's business.

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10. EXPENSES

         The Executive  shall be reimbursed for all reasonable  travel and other
out-of-pocket expenses actually and properly incurred by the Executive from time
to time in  connection  with  carrying  out his duties  hereunder.  For all such
expenses the Executive shall furnish to the Corporation original of all invoices
or statements in respect of which the Executive seeks reimbursement.

 11.     TERMINATION

         (a) For Cause

         The Corporation  may terminate the employment of the Executive  without
notice or any payment in lieu of notice for cause  which,  without  limiting the
generality of the foregoing, shall include:

                  (i) if there is a  repeated  and  demonstrated  failure on the
         part of the Executive to perform the material duties of the Executive's
         position  in a  competent  manner  and  where  the  Executive  fails to
         substantially  remedy the failure  within a  reasonable  period of time
         after receiving written notice of such failure from the Corporation;

                  (ii)if  the  Executive  is  convicted  of a  criminal  offence
         involving fraud or dishonesty;

                  (iii) if the  Executive  or any member of his family makes any
         personal  profit arising out of or in connection  with a transaction to
         which the Corporation is a party or with which it is associated without
         making  disclosure to and  obtaining  the prior written  consent of the
         Corporation;

                  (iv) if the Executive fails to honour his fiduciary  duties to
         the Corporation, including the duty to act in the best interests of the
         Corporation; or

                  (v) if the Executive disobeys reasonable instructions given in
         the course of employment by the Chief Operating Officer or the board of
         directors  of the  Corporation  that  are  not  inconsistent  with  the
         Executive's  management  position  and not  remedied  by the  Executive
         within a reasonable  period of time after  receiving  written notice of
         such disobedience.

         (B) For Disability/Death

         This  agreement may be  immediately  terminated by the  Corporation  by
notice to the  Executive if the  Executive  becomes  permanently  disabled.  The
Executive shall be deemed to have become permanently  disabled as defined in the
Shareholders  Agreement to which this Executive Employment Agreement is attached
as Schedule A.

         This  agreement  shall  terminate  without notice upon the death of the
Executive.

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12.      SEVERANCE PAYMENTS

         (a) Upon termination of the Executive's employment: (i) for cause; (ii)
by the voluntary  termination  of employment of the  Executive;  or (iii) by the
non-renewal  of this  Agreement,  the  Executive  shall not be  entitled  to any
severance  payment other than  compensation  earned by the Executive  before the
date  of  termination  calculated  pro  rata  up to and  including  the  date of
termination  calculated  pro rata up to and including  the date of  termination,
together with any AMOUNT TO WHICH THE EXECUTIVE IS ENTITLED UNDER THE EMPLOYMENT
STANDARDS ACT (Ontario), as amended and in force from time to time,

         (b) If the  Executive's  employment is terminated  for any other reason
other than the reasons set forth in subsection  12(a),  the  Executive  shall be
entitled to receive the lesser of:

                  (i) Six months salary if  termination  occurs from month seven
         to 12;

                  (ii) Twelve months salary if termination occurs in month 13 to
         25;

                  (iii) Eighteen months salary if termination occurs in month 25
         to term.

         In any event, the compensation  under the contract is guaranteed by the
Corporation  for one year of salary from the date of  execution,  if  terminated
without cause as enunciated in 12 (a).

 13.     CONFIDENTIALITY

         The Executive acknowledges and agrees that:

         (a) in the course of performing his duties and  responsibilities as COO
and CFO of the  Corporation,  he has had and will continue in the future to have
access  to and  has  been  and  will be  entrusted  with  detailed  confidential
information and trade secrets (printed or otherwise)  concerning past,  present,
future and contemplated products, services,  operations and marketing techniques
and  procedures of the  Corporation  and its  subsidiaries,  including,  without
limitation,   information   relating  to   addresses,   preference,   needs  and
requirements of past,  present and  prospective  clients,  customers,  suppliers
(which, for all purposes of this agreement,  shall be deemed to include, without
limitation,  all old  Pathfinder  clients,)  and  employees  of the  Corporation
(collectively,  "Trade Secrets"),  the disclosure of any of which to competitors
of the Corporation or to the general public, or the use of same by the Executive
or any competitor of the Corporation or any of its subsidiaries, would be highly
detrimental to the interests of the Corporation;

         (b) in the course of performing his duties and responsibilities for the
Corporation,  the  Executive  has been and will  continue  in the future to be a
representative of the Corporation to its customers, clients and suppliers and as
such has had and will continue in the future to have significant  responsibility
for  maintaining  and  enhancing  the  goodwill  of the  Corporation  with  such
customers,  clients and  suppliers  and would not have,  except by virtue of his
employment with the

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Corporation,  developed  a close and  direct  relationship  with the  customers,
clients and suppliers of the Corporation;

         (c) the  Executive,  as an officer of the  Corporation,  owes fiduciary
duties to the  Corporation,  including the duty to act in the best  interests of
the Corporation; and

         (d) the right to maintain the confidentiality of the Trade Secrets, the
right to preserve the goodwill of the  Corporation  and the right to the benefit
of  any  relationships  that  have  developed  between  the  Executive  and  the
customers, clients and suppliers of the Corporation by virtue of the Executive's
employment  with  the   Corporation   constitute   proprietary   rights  of  the
Corporation, which the Corporation is entitled to protect.

         In  acknowledgment  of the matters described above and in consideration
of the payments to be received by the Executive pursuant to this agreement,  the
Executive  hereby  agrees that he will not, for five years from the date hereof;
directly or  indirectly  disclose to any person or in any way make use of; other
than  for the  benefit  of the  Corporation,  in any  manner,  any of the  Trade
Secrets,  provided  that  such  Trade  Secrets  shall be deemed  not to  include
information that is or becomes generally available to the public other than as a
result of disclosure by the Executive.

 14.     NON-SOLICITATION

         The  Executive  hereby  agrees  that he will  not,  during  the  period
commencing on the date hereof and ending five years  following the expiration of
the term of this agreement, be a party to or abet any solicitation of customers,
clients or suppliers of the Corporation or any of its subsidiaries,  to transfer
business from the Corporation or any of its subsidiaries to any other person, or
seek in any way to persuade or entice any employee of the  Corporation or any of
its  subsidiaries  to leave that employment or to be a party to or abet any such
action.

15.      DISCLOSURE

         During the employment  period, the Executive shall promptly disclose to
the Chief Executive Officer full information concerning any interest,  direct or
indirect,  of the Executive  (as owner,  shareholder,  partner,  lender or other
investor, director, officer, employee, consultant or otherwise) or any member of
his family in any business that is reasonably known to the Executive to purchase
or otherwise  obtain services or products from, or to sell or otherwise  provide
services or products to the Corporation or to any of its suppliers or customers.

 16.     PLACE OF EMPLOYMENT

         The  Corporation  shall  not move or  otherwise  relocate  the place of
business at which the  Executive  reports to work more than 50  kilometres  from
downtown Toronto,  Ontario,  Canada for the term of this contract and then, only
if mutually  agreed by both parties  hereto,  to a mutually agreed upon location
with all expenses paid by the Corporation.

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17.      RETURN OF MATERIALS

         All files, forms, brochures, books, materials,  written correspondence,
memoranda,  documents,  manuals,  computer  disks,  software  products and lists
(including lists of customers, suppliers, products and prices) pertaining to the
business of the Corporation or any of its  subsidiaries  and associates that may
come into the  possession or control of the Executive  shall at all times remain
the property of the Corporation or such subsidiary or associate, as the case may
be. On termination of the Executive's  employment for any reason,  the Executive
agrees  to  deliver  promptly  to  the  Corporation  all  such  property  of the
Corporation in the  possession of the Executive or directly or indirectly  under
the control of the Executive.  The Executive agrees not to make for his personal
or business use or that of any other party,  reproductions or copies of any such
property or other property of the Corporation.

 18      GOVERNING LAW

         This  agreement  shall be governed by and construed in accordance  with
the laws of the Province of Ontario.

 19.     SEVERABILITY

         If any provision of this  agreement,  including the breadth or scope of
such  provision,  shall be held by any  court of  competent  jurisdiction  to be
invalid  or   unenforceable,   in  whole  or  in  part,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remaining  provisions,  or part thereof;  of this  agreement and such  remaining
provisions, or part thereof; shall remain enforceable and binding.

 20.     ENFORCEABILITY

         The  Executive  hereby  confirms  and  agrees  that the  covenants  and
restrictions pertaining to the Executive contained in this agreement, including,
without limitation, those contained in sections 13 and 14 hereof; are reasonable
and valid and hereby further  acknowledges and agrees that the Corporation would
suffer  irreparable  injury in the event of any breach by the  Executive  of his
obligations under any such covenant or restriction.  Accordingly,  the Executive
hereby acknowledges and agrees that damages would be an inadequate remedy at law
in  connection  with any such  breach and the  Corporation  shall  therefore  be
entitled in lieu of any action for damages,  temporary and permanent  injunctive
relief enjoining and restraining the Executive from any such breach.

 21.     NO ASSIGNMENT

         The  Executive  may not  assign,  pledge or  encumber  the  Executive's
interest  in this  agreement  nor  assign  any of the  rights  or  duties of the
Executive  under  this  agreement  without  the  prior  written  consent  of the
Corporation.

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22.      LEGAL ADVICE

         The Executive  hereby  represents and warrants to the  Corporation  and
acknowledges  and  agrees  that  he had  the  opportunity  to  seek  and was not
prevented nor  discouraged by the  Corporation  from seeking  independent  legal
advice prior to the  execution  and delivery of this  agreement and that, in the
event that he did not avail  himself of that  opportunity  prior to signing this
agreement,  he did so voluntarily without any undue pressure and agrees that his
failure to obtain independent legal advice shall not be used by him as a defense
to the enforcement of his obligations under this agreement.

 23      NOTICES

         Any notice or other  communication  required or  permitted  to be given
hereunder shall be in writing and either  delivered by hand or mailed by prepaid
registered mail. If there is a general  discontinuance  of postal service due to
strike, lock-out or otherwise, a notice sent by prepaid registered mail shall be
deemed to have been received  three business days after the resumption of postal
service. Notice shall be addressed as follows:

                  (a) If to the Corporation:

               40 King Street Est, Suite 4900, Toronto, Ontario, Canada, M5H 4A2


                  (b) If to the Executive:


                  #3 - 765 Marlee Avenue, Toronto, Ontario, Canada, M6B 3J8









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         IN WITNESS  WHEREOF THE PARTIES  HERETO HAVE EXECUTED THIS AGREEMENT AS
OF THE DATE first above written.

SIGNED, SEALED AND DELIVERED

by a duly authorized officer of Mentor On Call, Inc.

                                                                         C/S

              SIGNED, SEALED AND DELIVERED
       by Edwin W. Austin and duly witnessed by:





Witness




Address