EXHIBIT 10(B)
                                 -------------

                                 BUSINESS NOTE

 OnCourse Technologies, Inc.            May 14, 2002          $100,000.00
 ---------------------------            ------------          -----------
           (Maker)                         (Date)

 1.  PROMISE TO PAY AND PAYMENT SCHEDULE.  The undersigned ("Maker", whether one
     or more) promises to pay to the order of Lincoln State Bank ("Lender") at
     3131 South 13th Street, Milwaukee 53215, Wisconsin, the sum of $250,000.00:

       a. SINGLE PAYMENT.  In one payment on August 12, 2002, plus interest
          payable as set forth below.

 2.  INTEREST CALCULATION.  If the amount of interest is not shown on line 4
     below, this Note bears interest on the unpaid principal balance before
     maturity:

       a. VARIABLE RATE.  At the annual rate which is equal to the following
          Index Rate, plus 1.500 percentage points ("Note Rate"), and the Note
          Rate shall be adjusted as provided below.  The Index Rate is Prime
          Rate as published in the Wall Street Journal.

       The initial Note Rate is 6.250%.  An adjustment in the Note Rate will
       result in an increase or decrease in the amount of the final payment.
       The Note Rate shall be adjusted only as and when the Index Rate changes.

       In addition, Lender is authorized to change the amount of period
       payments if and to the extent necessary to pay in full all accrued
       interest owing on the Note.  The Maker agrees to pay any resulting
       payments or amounts.  The Note Rate shall be adjusted only as and when
       the Index Rate changes.

       b. Interest is computed.  For the actual number of days principal is
          unpaid on the basis of 360 days a year.

       c. Unpaid principal and interest bear interest after maturity until paid
          (whether by acceleration or lapse of time) at the rate of 18.000% per
          year, computed on the same basis as the interest rate before maturity.

       d. Unpaid principal and interest bear interest after maturity until paid
          (whether by acceleration or lapse of time) at the rate which would
          otherwise be applicable plus 3.000 percentage points computed on the
          same basis as the interest rate before maturity.

 3.  INTEREST PAYMENT.  Interest is payable on April 13, 2002, and on the same
     day of each succeeding month thereafter.

 4.  OTHER CHARGES.  If any payment (other than the final payment) is not made
     on or before the 15th day after its due date, Lender may collect a
     delinquency charge of 3.00% of the unpaid amount.

 5.  PREPAYMENT.  Full or partial prepayment of this Note is permitted at any
     time without penalty.

 6.  DEFAULT AND ENFORCEMENT.  Upon the occurrence of any one or more of the
     following events of default: (a) Maker fails to pay any amount when due
     under this Note or under any other instrument evidencing any indebtedness
     of Maker to Lender, (b) any representation or warrant made under this Note
     or information provided by Maker to Lender in connection with this Note is
     or was false or fraudulent in any material respect, (c) a material adverse
     change occurs in Maker's financial condition, (d) Maker fails to timely
     observe or perform any of the covenants, or duties contained in this Note,
     (e) any guarantee of Maker's obligations under this Note is revoked or
     becomes unenforceable for any reason, (f) Maker, Maker's spouse or a surety
     or guarantor of this Note dies or ceases to exist, (g) an event of default
     occurs under any agreement securing this Note, or (h) Lender deems itself
     insecure, then the unpaid balance shall, at the option of Lender, without
     notice, mature and become immediately payable.  The unpaid balance shall
     automatically mature and become immediately payable in the event any Maker,
     surety, indorser or guarantor becomes the subject of bankruptcy or other
     insolvency proceedings.  Lender's receipt of any payment on this Note after
     the occurrence of an event of default shall not constitute a waiver of the
     default or the Lender's rights and remedies upon such

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     default.  To the extent not prohibited by law, Maker consents that venue
     for any legal proceeding relating to collection of this Note shall be, at
     Lender's option the county in which Lender has its principal office in this
     state, the county in which any Maker resides or the county in which this
     Note was executed.

 7.  SECURITY.  This Note is secured by all existing and future security
     agreements and mortgages between Lender and Maker, between Lender and any
     indorser or guarantor of this Note, and between Lender and any other person
     providing collateral security for Maker's obligations, and payment may be
     accelerated according to any of them.  Unless a lien would be prohibited by
     law or would render a nontaxable account taxable, Maker grants to Lender a
     security interest and lien in any deposit account Maker may at any time
     have with Lender.  Lender may, at any time after an occurrence of an event
     of default, without notice or demand, set-off against any deposit balance
     or other money now or hereafter owed any Maker by Lender any amount unpaid
     under this Note.

 8.  RIGHTS OF LENDER.  Without affecting liability of any Maker, indorser,
     surety, or guarantor, Lender may, without notice, accept partial payments,
     release or impair any collateral security for the payment of this Note or
     agree not to sue any party liable on it.  Lender may apply prepayments, if
     permitted, to such future installments as it elects.  Lender may without
     notice to Maker apply payments made by or for Maker to any obligation of
     Maker to Lender.  Without affecting the liability of any indorser, surety
     or guarantor, Lender may from time to time, without notice, renew or extend
     the time for payment.

 9.  OBLIGATIONS AND AGREEMENTS OF MAKER.  The obligations under this Note of
     all Makers are joint and several.  All Makers, indorsers, sureties, and
     guarantors agree to pay all costs of collection before and after judgment,
     including reasonable attorneys' fees (including those incurred in
     successful defense or settlement of any counterclaim brought by Maker or
     incident to any action or proceeding involving Maker brought pursuant to
     the United States Bankruptcy Code) and waive presentment, protest, demand
     and notice of dishonor.  Maker agrees to indemnify and hold harmless
     Lender, its directors, officers, employees and agents, from and against any
     and all claims, damages, judgments, penalties, and expenses, including
     reasonable attorneys' fees, arising directly or indirectly from credit
     extended under this Note or the activities of Maker.  This indemnity shall
     survive payment of this Note.  Each Maker acknowledges that Lender has not
     made any representations or warranties with respect to, and that Lender
     does not assume any responsibility to Maker for, the collectability or
     enforceability of this Note or the financial condition of any Maker.  Each
     Maker has independently determined the collectability and enforceability of
     this Note.  Make authorizes Lender to disclose financial and other
     information about Maker to others.

10.  INTERPRETATION.  This Note is intended by Maker and Lender as a final
     expression of this Note and as a complete and exclusive statement of its
     terms, there being no conditions to the enforceability of this Note.  This
     Note may not be supplemented or modified except in writing.  This Note
     benefits Lender, its successors and assigns, and binds Maker and Maker's
     heirs, personal representative, successors and assigns.  The validity,
     construction and enforcement of this Note are governed by the internal laws
     of Wisconsin.  Invalidity or unenforceability of any provision of this Note
     shall not affect the validity or enforceability of any other provision of
     this Note.

11.  This note is also secured by but not limited to:  General Business Security
     Agreements and Guarantees of Micro Estimating Systems, Inc., CAM Solutions,
     Inc., Cimtronics, Inc., and TekSoft, Inc. and General Business Security
     Agreement from OnCourse Technologies, Inc.  Personal guarantees of Charles
     W. Beyer (30%), and Bernard A. Woods III (70%).

                                 OnCourse Technologies, Inc.
                                 A Nevada Corporation

                           By:   /s/ Bernard A. Woods, III (CEO)
                                 -------------------------------
                                 Bernard A. Woods, III, CEO

                           By:   /s/ William C. Brown
                                 --------------------
                                 William C. Brown, CFO

                                 3106 S. 166th Street
                                 New Berlin, WI  53151

                                 Joseph Murry, Vice President
                                 ----------------------------
                                 Loan Officer

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