EXHIBIT 10(h)
                                 -------------

                              EMPLOYMENT AGREEMENT
                                 By and Between
                                 TEKSOFT, INC.
                                As the Employer
                                      And
                                SCOTT R. FULTON
                                As the Employee

                           Dated: January 10th, 2000

                                   <Page 90>

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS EMPLOYMENT  AGREEMENT  ("Agreement"),  by and  between  TEKSOFT,  INC.
("Employer"), an Arizona corporation having a principal place of business  16121
N 78th  Street #101  Scottsdale, AZ  85260 and  SCOTT R.  FULTON, an  individual
residing at 7725 W. North  Lane, Peoria, Arizona, 85345,  made the day and  year
last written below and to be effective as of January 1, 2000.

     WHEREAS, the  parties  hereto  desire to  provide  for  the  employment  of
Employee by Employer upon the terms and conditions herein set forth; and

     WHEREAS, OnCourse Technologies, Inc. ("Parent"), a Nevada corporation  with
a principal office at 3106 South 166th Street, New Berlin, Wisconsin, 53151,  is
the sole shareholder of Employer.

     NOW, THEREFORE, in consideration of the  promises and the mutual  covenants
and agreements contained herein, the parties hereto mutually agree as follows:

                                  ARTICLE ONE

                               Term of Employment
                               ------------------

     The Employer hereby employs  the Employee and  the Employee hereby  accepts
employment with the Employer  as a salaried  employee for a  period of five  (5)
years, commencing on January 1, 2000 and terminating on January 31, 2004, unless
further  extended  or  sooner  terminated  in  accordance  with  the  terms  and
conditions of this Agreement. Unless the context otherwise requires,  references
to the term  of this  Agreement shall refer  both to  the initial  term and  any
successive terms.

                                  ARTICLE TWO

                               Duties of Employee
                               ------------------

     Section 2.01. Duties. Employer hereby employs Employee as an executive,
     ------------  -------
consultant, advisor  and  systems  designer  and  programmer  of  Employer,  and
Employee accepts such employment and agrees to perform the duties appropriate to
such office and such other duties, consistent with the duties Employee performed
for Employer prior  to the effective  date of this  Agreement, as  the Board  of
Directors of Employer shall also from time to time direct. During any period  in
which Employee holds  any one  or more offices  of Employer,  including but  not
limited  to  President,  Secretary  and/or  Treasurer,  his  duties  under  this
Agreement shall include the duties appropriate to such office. By way of example
and not  limitation, Employee  shall, to  the extent  applicable to  him in  his
activities as  Employee or  in any  other capacity  in which  he may  serve  the
Employer, be responsible to:

          (a) Assist the Employer in the  recruitment of professional and  staff
          personnel and the development of job standards.

          (b) Assist  the Employer  in supervision  of the  other executive  and
          staff personnel of the Employer and evaluation of executive and  staff
          performance.

          (c) Assist  the  Employer in  controlling  costs and  participate,  if
          requested by the Employer, in the preparation of operating and capital
          budgets (including projections for revenues and expenditures).

          (d) Assist the  Employer in  developing and  marketing the  Employer's
          products and services.


          (e) Maintain  and  provide  to Employer  customer  records  and  other
          information in a form that permits the information to be validated  by
          Employer.

                                   <Page 91>

          (f) Perform  such other  functions  or duties  as  from time  to  time
          reasonably directed  by  the  Employer,  consistent  with  the  duties
          Employee performed for  the Employer prior  to the  effective date  of
          this Agreement, or as otherwise required by this Agreement.

     Section 2.02. Place of Employment. The services of Employee shall be
     -------------  ---------------------
rendered principally at 16121  N 78th Street #101  Scottsdale, AZ 85260, and  at
and such other place  or places, and such  travel as the  Board of Directors  of
Employer shall reasonably determine; provided,  however, that Employee shall  in
no event be required  to relocate from the  Scottsdale Arizona area without  his
consent.

     Section 2.03. Hours of Employment. During the term of this Agreement, the
     ------------  -------------------
Employee shall  devote  during  the normal  business  hours  designated  by  the
Employer a minimum of forty (40) hours per week to the business of the Employer,
except for holidays, authorized sick leave, and vacation time as provided below.

     Section 2.04. Engaging in Other Employment. The Employee shall devote his
     ------------  -----------------------------
entire productive time, ability, and attention during regular business hours  to
the business of the Employer  during the term of  this Agreement on a  full-time
basis. The  Employee  shall  not directly  or  indirectly  render  any  material
services of a business, commercial, or  professional nature to any other  person
or organization,  whether  for compensation,  or  otherwise, without  the  prior
written consent of the Employer.

                                 ARTICLE THREE

                                  Compensation
                                  ------------

     Section 3.01. Base Compensation. As base compensation for services rendered
     ------------  -----------------
under this Agreement, the Employee shall  initially be entitled to receive  from
the Employer  a  base  salary  of One  Hundred  Thousand  and  00/100's  Dollars
($100,000.00)  per   year,  payable   in  twenty-four   (24)  equal   bi-monthly
installments of  Four  Thousand  One  Hundred  Sixty-six  and  67/100's  Dollars
($4,166.67) each commencing  on January  15, 2000  and continuing  on the  first
(1st) and fifteenth (15th)  day of each month  during the period of  employment,
prorated for any partial employment period.

     Section 3.02. Salary Increases. For any successive one (1) year term of
     ------------  -----------------
this Agreement after the first, the Employee may receive a salary increase in an
amount, if any, determined in the sole  discretion of the Board of Directors  of
the Employer.

     Section 3.03. Overtime Compensation. Employee shall be a salaried employee
     ------------  ---------------------
of the Employer and shall not be entitled to overtime compensation.

     Section 3.04. Bonuses. Employee shall be eligible to receive bonus
     -------------  --------
compensation in  such  amounts and  at  such times,  if  any, as  the  Board  of
Directors may determine in its sole and absolute judgment and discretion.

                                  ARTICLE FOUR

                                Fringe Benefits
                                ---------------

     Section 4.01. Vacation Pay. The Employee shall be entitled to three (3)
     ------------  -------------
weeks vacation annually, with  full pay, to be  taken at such  time or times  as
shall be mutually convenient to the Employer and the Employee.

     Section 4.02. Holidays. The Employee shall be entitled to a holiday with
     ------------  ---------
full pay on each day other than a  Saturday or Sunday on which national  banking
associations in the State of Arizona are closed.

     Section 4.03. Paid Sick Leave. The Employee shall be entitled to five (5)
     ------------  ---------------
sick days each year, with full pay.

                                   <Page 92>

     Section 4.04. Medical and Insurance Benefits. During the term of this
     ---------------------------------------------
Agreement,  the  Employee  shall  be  entitled  to  health  and  hospitalization
insurance and other  benefits in at  least the same  amounts and  with the  same
benefits as Employee received from Employer  immediately prior to the  effective
date of this Agreement  or such additional amounts  and/or benefits as  Employer
may furnish to the other employees and  executives of the Employer from time  to
time  during  the  term  of  this  Agreement.  Employee  shall  be  entitled  to
participate in and receive the benefits of any plan of the Employer relating  to
hospital, surgical, medical  and dental coverage  or reimbursements; group  life
insurance, accidental death and dismemberment, and disability insurance; or  any
other plans, benefits and  privileges, together with  such other and  additional
fringe benefits and such improvements to  existing benefits as the Employer  may
make available to the employees and executives of the Employer, now existing  or
which may hereafter come into existence during the term of this Agreement.

     Section 4.05. Retirement Benefits. During the term of this Agreement, the
     ------------  -------------------
Employee shall be  entitled to participate  in and receive  the benefits of  any
stock option, profit-sharing, or other plans, benefits, and privileges given the
employees and executives of  the Employer, to the  extent commensurate with  his
then duties and responsibilities.

     Section 4.06. Additional Benefits. To the extent practicable and not in
     ------------  --------------------
violation of  any applicable  federal or  state  law, regulation  or  ordinance,
including but not limited to ERISA,  Employee shall be entitled to the  benefits
described in Sections 4.04 and 4.05 above in at least the same amounts and  with
the same benefits as such benefits are provided to the employees and  executives
of the Parent. Notwithstanding the foregoing, Employer shall not be required  to
provide any  such additional  benefits if  the provision  thereof would  require
Employer to  increase its  benefits to  all or  substantially all  of its  other
employees.

     Section 4.07. Life Insurance. During the term of this Agreement, Employer
     ------------  --------------
will pay to Employee  the term cost of  a life insurance policy  on the life  of
Employee in  the face  amount of  Five  Hundred Thousand  ($500,000);  provided,
however, that  Employer shall  not be  required to  pay more  than One  Thousand
($1,000) Dollars per calendar year for such term cost.

                                  ARTICLE FIVE

                                    Expenses
                                    --------

     Subject to such limitations as may  be reasonably established by the  Board
of Directors of  Employer, Employer shall  pay all reasonable  travel and  other
expenses incident to the rendering of services by Employee hereunder, consistent
with Employer's prior practice, or, if any  such expenses are paid in the  first
instance by Employee, Employer  will reimburse him therefore on presentation  of
expense accounts and appropriate documentation in accordance with the  customary
executive procedures of Employer, provided such  expenses are deductible by  the
Employer for purposes of federal income  taxation. If such expenses are paid  in
the first instance by Employee, the  Employer shall promptly reimburse  Employee
after he has  furnished the Employer  such receipts and  other documentation  or
evidence of the incurred expense as  is consistent with the customary  executive
procedures of the  Employer and as  shall be required  in order  to satisfy  the
rules and  regulations of  the  Internal Revenue  Service  with respect  to  the
substantiation of  such  item  of  expense  for  federal  income  tax  deduction
purposes.

                                  ARTICLE SIX

                                  Termination
                                   ----------

     Section 6.01. Automatic Termination. This Agreement shall automatically
     ------------  ----------------------
terminate upon  the  death  of the  Employee  or  upon the  dissolution  of  the
Employer, unless such dissolution is the result of a corporate event involving a
merger or consolidation.

                                   <Page 93>

     Section 6.02. Termination By Employee and/or Employer. Notwithstanding any
     ------------  ---------------------------------------
provision of this Agreement to the contrary, this Agreement may be terminated at
any time upon the mutual written agreement of the parties, by either party  upon
thirty (30) days' prior  written notice to  the other, or  by the Employer  upon
written notice to Employee that the  termination is for "cause." Termination  by
any party shall be without prejudice to any other remedy to which such party may
be entitled either  at law, in  equity, or under  this Agreement. "Cause"  shall
mean any one or more of the following:

          (a)  Gross misconduct by Employee, or material failure by Employee  to
               perform his  obligations in  accordance with  this Agreement,  as
               determined by the Employer, where such material failure is either
               of a nature that it cannot reasonably be cured within thirty (30)
               days or, if reasonably curable within such period, such  material
               failure continues  for  thirty  (30) days  after  written  notice
               thereof by Employer to Employee.

          (b)  Conviction of, or pleading of nolo contendere to, any felony.
                                             ---------------

          (c)  Total disability of Employee for a period of thirty (30) days  in
               any one hundred eighty (180) day  period. If Employee is  covered
               by a  disability  insurance policy  pursuant  to which  he  would
               receive benefits,  the term  "total  disability" shall  have  the
               meaning set  forth in  such policy.  If he  is not  covered by  a
               disability insurance policy, "total disability" shall be  defined
               as the inability  to perform the  normal and  ordinary duties  of
               Employee as such duties are defined in this Agreement.

          (d)  Permanent or  prolonged absence  by  Employee from  the  Employer
               which would, in  the opinion  of the  Employer, prevent  Employee
               from discharging  his  obligations hereunder.  Prolonged  absence
               shall be defined as absence of fifteen (15) business days or more
               in any one  hundred twenty  (120) day  period without  reasonable
               explanation  satisfactory  to  the  Board  of  Directors  of  the
               Employer. Employee  absences  pursuant  to  Sections  4.01,  4.02
               and/or 4.03 above shall not be included as a "prolonged absence."

          (e)  Chronic  illness,  disability,  failing  health,  alcoholism   or
               substance abuse of Employee which materially affects the  ability
               of Employee to perform his duties under this Agreement.

          (f)  If irreconcilable differences exist  between Employee and  either
               Employer or  Parent,  or  its  or  their  other  officers  and/or
               directors.

          (g)  Material breach by Employee of  any provision of this  Agreement,
               where such material breach is either  of a nature that it  cannot
               reasonably be cured  within thirty  (30) days  or, if  reasonably
               curable within such  period, such material  breach continues  for
               thirty (30)  days after  written notice  thereof by  Employer  to
               Employee.

     Section 6.03. Effect of Termination. In the event of the termination of
     ------------  ----------------------
this Agreement  prior to  the completion  of the  term of  employment  specified
herein, the Employee shall be entitled  to the compensation earned by him  prior
to the date of termination as  provided for in this Agreement computed  pro-rata
up to and including  such date. Except  as provided in  Section 6.04 below,  the
Employee shall  be  entitled  to no  further  compensation  as of  the  date  of
termination. If  the  Employee dies  prior  to the  expiration  of the  term  of
employment, any  moneys  that  may be  due  him  from the  Employer  under  this
Agreement on or  after the date  of his death  shall be paid  to his  executors,
administrators,  heirs,  personal  representatives,  successors,  and   assigns.
Termination of this Agreement shall not prejudice any remedy which either  party
may have at law, in equity, or under this Agreement.

                                   <Page 94>

     Section 6.04. Termination Payments. In the event of the termination of this
     ------------  --------------------
Agreement during  the  initial term  hereof  other than  either  termination  by
Employee or  termination by  Parent for  material breach  of this  Agreement  by
Employee, Employee  shall  be entitled  to  receive all  base  compensation,  as
provided in Section 3.01 above, which otherwise would have been received by  him
for the remainder  of the  initial term  hereof, payable  at the  same times  as
provided in  Section  3.01  above. In  the  event  of the  termination  of  this
Agreement during  any extension  term hereof  other than  either termination  by
Employee or  termination by  Parent for  material breach  of this  Agreement  by
Employee,  Employee  shall  be  entitled  to   receive  six  (6)  months'   base
compensation at the base compensation levels  applicable as of the time of  such
termination, payable at the  same times as provided  in Section 3.01 above.  For
the purposes of this  Section, "material breach of  this Agreement by  Employee"
shall mean any event described in Paragraphs (a), (b), (d) and/or (g) of Section
6.02 above (after  the giving of  such notice and  the expiration  of such  cure
periods as may be provided therein). Notwithstanding the foregoing, (1) Employer
may pre-pay all or any portion of such compensation with such amount  discounted
to present value using an interest rate of ten (10%) percent per annum; and  (2)
all such payments  shall terminate upon  Employee's breach of  any provision  of
Article Seven below.

                                 ARTICLE SEVEN

                Intellectual Property and Competitive Activities
                ------------------------------------------------

     Section 7.01. Ownership of Intellectual Property. All inventions,
     ------------  -----------------------------------
discoveries, improvements,  designs, apparatus,  practices, processes,  methods,
products, development of ideas, development  of concepts, development of  codes,
workings of computer programs  and/or software, whether  patentable or not,  and
all materials made, developed, perfected, devised, conceived or first reduced to
practice by  Employee,  whether  copyrightable or  not,  either  solely  by  the
Employee or jointly or in conjunction with  others, prior to or during the  term
of this Agreement and in the course of or in any way connected with the business
of the Employer (hereinafter  individually or collectively called  "Intellectual
Property"), shall be  the sole  and exclusive property  of the  Employer or  its
nominee. Employee hereby assigns to Employer any and all interest he now has  or
may have,  either  individually,  jointly or  in  conjunction  with  others,  or
otherwise, in and to any such Intellectual Property. The Employee shall promptly
disclose to the Employer in writing complete information relative to any and all
such Intellectual Property.

     Section 7.02. Power of Attorney. During the term of this Agreement and
     ------------  ------------------
thereafter within five (5)  days after receipt  of Employer's request therefore,
Employee shall execute, acknowledge and swear  to any and all Letters Patent  of
the  United  States  and/or   of  foreign  countries,  copyrights,   trademarks,
fictitious and assumed  name certificates,  or the  equivalent for  any and  all
Intellectual  Property   and   all  applications,   amendments,   modifications,
assignments,  conveyances,  statements,  forms,  schedules,  filings  and  other
instruments relating thereto, which Employer shall deem necessary or convenient.
Employee hereby makes, constitutes  and appoints Employer, or  such one or  more
persons as the Board  of Directors of Employer  shall designate in writing,  his
attorney-in-fact, with full power of substitution, for the purpose of executing,
acknowledging, swearing  to  and  filing  any  and  all  such  instruments.  The
foregoing power of attorney is coupled with an interest and shall be irrevocable
and  survive  the  death  or  disability   of  the  Employee  and  the   merger,
consolidation, reorganization  or liquidation  of the  Employer. Employee  shall
execute and deliver to Employer within five (5) days after receipt of Employer's
request therefore,  such  further designations,  powers  of attorney  and  other
instruments as Employer deems necessary or desirable to carry out the provisions
of this Section.

     Section 7.03. Waiver by Employer. If Employee, during the course of his
     ------------  -------------------
employment by Employer,  shall make an  invention covered by  the terms of  this
Agreement, and shall make  a full and complete  disclosure thereof to  Employer;
and if  Employer,  after  such  disclosure, shall  state  in  writing  over  the
signature of the Directors of the Employer and the Parent, that Employer is  not
interested in such invention; then  Employee shall be free  to make such use  of
any such invention as Employee may desire, free of all claims whatsoever on  the
part of Employer.

     Section 7.04. Confidentiality. Employee shall not directly or indirectly
     ------------  ----------------
disclose or use at  any time, either during  or subsequent to  the term of  this
Agreement, any  secret  or  confidential  information,  knowledge,  or  data  of
Employer  (whether  or  not  obtained,  acquired,  or  developed  by  Employee),
including but not limited to (a) the Intellectual Property, (b) the business  of
the Employer, its agents, suppliers or  other companies with which the  Employer
may  be  cooperating  and  (c)  the  plans,  manufacturing  methods,  processes,
techniques, products or research activities, ideas, concepts, codes or  workings
of computer programs and/or software which  the Employee may have gained  during
his period  of  employment, which  are  not generally  known  to the  public  or
recognized as  standard practices,  unless he  shall  first secure  the  written
consent of Employer.

                                   <Page 95>

     Section 7.05. Employee's Waiver of Rights and Claims. Employee shall not,
     ------------  ---------------------------------------
at any time during  or after the  termination of this  Agreement for any  reason
whatsoever, have or  claim any right,  title, or interest  in or to  any of  the
Intellectual Property or any trademark or trade name or any other names or marks
belonging to or  used by  Employer, and  never shall  have or  claim any  right,
title, or interest in or to any material or  matter of any sort prepared for  or
used in  connection with  the advertising,  broadcasting,  or promotion  of  the
products or  services of  Employer, whether  produced, prepared,  published,  or
broadcast in  whole or  in part  by Employee;  it being  the intention  of  this
Agreement that Employee shall, and hereby does, recognize that Employer now  has
and shall hereafter have and retain the sole and exclusive rights in any and all
such  Intellectual  Property,  trademarks,   trade  names,  and  other   matters
hereinbefore referred to.

     Section 7.06. Surrender of Documents. Upon termination of this Agreement
     ------------  -----------------------
for any  reason whatsoever,  Employee shall  turn over  to Employer  all  notes,
memoranda, notebooks, records, letters, forms, lists, calculations,  blueprints,
specifications, designs, drawings, software, computer programs, computer  files,
or other documents relating  to the Intellectual Property  and any other  notes,
memoranda, notebooks, drawings, software, computer programs, or other  documents
of Employer in the possession or control of Employee, including but not  limited
to any  and  all  documents  relating  to  Employer's  customers,  distributors,
distribution systems, inventions, or  patentable or copyrightable materials;  it
being agreed that  the same  and all information  contained therein  are at  all
times the property of the Employer.

     Section 7.07. Noncompetition Agreement. Employee agrees that during the
     ------------  -------------------------
term of this  Agreement and for  the Restricted Period  (defined below),  except
with the express consent of the Employer  and the Parent, he will not,  directly
or indirectly,  engage  or participate  in,  become  a director  of,  or  render
advisory or other services for, or in connection with, or become interested  in,
or make any financial investment in any Entity as hereinafter defined; provided,
however, that the  Employee shall not  thereby be precluded  or prohibited  from
owning passive investments in  the securities of any  publicly traded Entity  or
from owning five  (5%) percent or  less of the  securities of any  non-publicly-
traded Entity. By way of example and not limitation:

          (a)  During the  term  of this  Agreement  and during  the  Restricted
               Period, Employee covenants and agrees  that he will not,  without
               Employer's  and  Parent's  prior  written  consent,  directly  or
               indirectly  or  as  a   director,  officer,  employee,   partner,
               consultant, or otherwise  in any way  aid or assist  or have  any
               interest in,  or render  advisory or  other services  for, or  in
               connection with, or make any  financial investment in any  Entity
               (as hereinafter defined).

          (b)  Employee further covenants and agrees that during the  Restricted
               Period, he will not, directly or indirectly, employ, or knowingly
               permit any Entity  directly or  indirectly controlled  by him  to
               employ, any person employed  by Employer at  any time during  the
               term of this Agreement or the Restricted Period, or in any manner
               seek to induce  any such person  to leave his  or her  employment
               with Employer.

          (c)  For  the  purposes  of  this  Section,  an  "Entity"  means   any
               corporation, partnership,  joint  venture,  sole  proprietorship,
               association, syndicate, trust,  business trust or  other form  of
               entity of  whatsoever  nature,  whether for  profit  or  not-for-
               profit, which develops and/or sells CAD/CAM software.

          (d)  For the purposes of this  Section, "Restricted Period" means  the
               period immediately following the expiration of this Agreement  or
               its termination for  any reason which  is the  greater of  twelve
               (12) months  or  the  term of  Employer's  payments  to  Employee
               pursuant to Section 6.04 above.

     Section 7.08. Covenants Enforceable in Equity. Employer and Employee have
     ------------  --------------------------------
examined in detail the  restrictive covenants and  agreements contained in  this
Article and  agree that  the restraints  imposed upon  Employee herein  are  not
unduly harsh or  oppressive, are a  material inducement to  Employer to  execute
this Agreement,  and  are  reasonable  in order  to  protect  Employer  and  its
legitimate business interests. Any breach or evasion of any term or provision of
this Article shall be deemed to have caused immediate and irreparable injury  to
Employer and will  authorize recourse by  Employer to  injunctive relief  and/or
specific performance,  as  well as  to  any and  all  other legal  or  equitable
remedies to which Employer may be entitled.

                                   <Page 96>

                                 ARTICLE EIGHT

                               General Provisions
                               ------------------

     Section 8.01. Notices. Any notices to be given hereunder by either party to
     ------------  -------
the other  or to  the Parent  may be  effected either  by personal  delivery  in
writing or by mail, registered or certified, postage prepaid with return receipt
requested, to  the Employee  (or to  the Employee's  spouse or  estate upon  the
Employee's death) at the Employee's last  known address, and to the Employer  or
Parent at their principal offices. Notice  delivered personally shall be  deemed
communicated as of actual receipt. Mailed  notices shall be deemed  communicated
as of five (5) days after mailing. All notices to Employer required or permitted
herein, to be effective, shall be concurrently copied to the Parent.

     Section 8.02. Amendments. This Agreement may not be modified, changed,
     -------------  ----------
amended, or  altered  except in  writing  signed by  the  Employee or  his  duly
authorized representative, and by a duly authorized officer of the Employer, and
consented to in writing by the Parent.

     Section 8.03. Inclusion of Entire Agreement Herein. This Agreement
     ------------  -------------------------------------
supersedes any and all  other prior agreements, either  oral or in writing,  and
sets forth the entire agreement between the parties hereto, with respect to  the
within subject matter. The signing of this Agreement by the parties  constitutes
their mutual recognition that no other contract or agreements, oral or  written,
except as  are  in  writing,  signed  by the  parties  and  attached  hereto  or
specifically  incorporated  herein,  exists  between  them.  Each  party  hereby
represents that he or it will not  rely upon any agreement or understanding  not
reduced to writing and incorporated in this Agreement.

     Section 8.04. Independence Of Rights and Privileges. Except as expressly
     ------------  --------------------------------------
provided to the contrary herein or therein, the payment or obligation to pay any
monies, or the granting of any rights  or privileges to Employee as provided  in
this Agreement shall be independent of, in addition to and shall not in any  way
affect, reduce, or  be in lieu  or derogation of  any other  monies payable  and
rights and privileges accruing under any other agreements which now exist or may
hereafter exist from time to time between the Employer and the Employee.

     Section 8.05. Law Governing Agreement. This Agreement shall be governed in
     ------------  -----------------------
all respects and be interpreted by and under  the laws of the State of  Arizona,
except to  the extent  that such  law or  laws may  be preempted  by  applicable
federal law, including regulations, opinions, and  duly issued orders, in  which
event this Agreement shall be governed and interpreted by and under the  federal
law or laws.

     Section 8.06. Waivers. The failure of either party or Parent to insist upon
     ------------  --------
the strict performance of any of  the terms, conditions, and provisions of  this
Agreement shall  not  be construed  as  a  waiver or  relinquishment  of  future
compliance therewith, and said terms, conditions, and provisions shall remain in
full force and effect. No waiver of any  term or condition of this Agreement  or
consent required or permitted on the part of either party shall be effective for
any purpose  whatsoever unless  such waiver  is in  writing and  signed by  such
waiving party and, in the case of the Employer, signed in writing by the Parent.
No course of  conduct between  the Employer  and the  Employee and  no delay  or
omission of the Parent, the  Employer or the Employee  to exercise any right  or
power granted under this Agreement shall  impair the subsequent exercise of  any
such right or  power, or  be construed  to be  a waiver  of any  default or  any
acquiescence in or consent to the curing of any default or of any other right or
power that shall have arisen; and every power  and remedy granted by law and  by
this Agreement to any party may be exercised from time to time, and as often  as
may be deemed expedient.

                                   <Page 97>

     Section 8.07. Successors. This Agreement shall inure to the benefit of and
     ------------  ----------
be binding upon the Employee, and, to the extent applicable, his heirs, assigns,
executors, and personal  representatives, and the  Employer, its successors  and
assigns, including without  limitation any person,  partnership, or  corporation
which may  acquire  all  or  substantially all  of  the  Employer's  assets  and
business, or with  and into which  the Employer may  be consolidated or  merged.
This Agreement is personal to each of  the parties and neither party may  assign
or delegate any of his or its rights or obligations hereunder without the  prior
written  consent  of  the  other  party,  and  neither  the  Employee  nor   his
beneficiaries shall have the right to encumber, commute, borrow against, dispose
of, or assign the right to receive payments hereunder. Except in so far as  this
provision may  be contrary  to applicable  law, no  involuntary sale,  transfer,
alienation, assignment, pledge, collateralization,  or attachment of any  monies
or benefits payable to  Employee hereunder shall be  valid or recognized by  the
Employer.

     Section 8.08. Arbitration. In the event that any dispute should arise
     -------------  -----------
between the parties  regarding the meaning  or effect of  this Agreement,  which
dispute cannot be resolved by the parties, the parties shall appoint a panel  of
three persons as arbitrators.  The Employee shall  appoint one such  arbitrator,
the Employer shall  appoint another,  and the third  shall be  appointed by  the
first two arbitrators. Proceedings under this Section may be initiated by either
party informing  the  other in  writing  of  the necessity  or  desirability  of
arbitration and the subject matter of the arbitration. The parties shall  select
the first two  arbitrators within thirty  (30) days after  such notice has  been
sent. The panel  of two  arbitrators shall  select the  third arbitrator  within
thirty (30)  days after  their appointment  from  a list  or lists  of  eligible
persons submitted  to them by the parties. Proceedings under this Section  shall
be commenced  and  pursued  as expeditiously  as  possible.  The  parties  shall
compensate the  arbitrators  selected by  him  or it.  All  other costs  of  the
arbitration shall be  borne equally between  the parties.  All proceedings,  the
enforceability of any award, and all other matters pertaining to the arbitration
shall be  governed by  the Uniform  Arbitration Act  in force  in the  State  of
Arizona or any applicable succeeding legislation.

     Section 8.09. Gender and Number. Whenever used herein, the singular shall
     ------------  ------------------
include the plural, the plural the singular and  the use of any gender shall  be
applicable to all genders.

     Section 8.10. Captions. The captions set forth in this Agreement have been
     ------------  --------
used solely for  convenience of reference  and shall not  control or affect  the
meaning or interpretation of any of the provisions.

     Section 8.11. Counterparts. This Agreement may be executed in one or more
     ------------  ------------
counterparts, each of  which when  fully executed  shall be  deemed an  original
hereof.

     Section 8.12. Severability of Provisions. If any term, covenant, condition
     ------------  --------------------------
or provision  of this  Agreement or  the application  thereof to  any person  or
circumstance shall, at any time, or to any extent, be invalid or  unenforceable,
the remainder of this Agreement or the application of such term or provision  to
persons or circumstances  other than those  as to which  it is  held invalid  or
unenforceable, shall not be affected thereby, and each term, covenant, condition
and provision of this  Agreement shall be valid  and enforceable to the  fullest
extent permitted by law.

     Section 8.13. Construction. Employee acknowledges that he has had
     ------------  ------------
sufficient opportunity to consult with legal counsel and with such other experts
and advisors as  he has  deemed necessary  in connection  with the  negotiation,
execution and  delivery of  this Agreement.  This Agreement  shall be  construed
without regard to any presumption or rule requiring that it be construed against
the party causing it or any part thereof to be drafted.

                                   <Page 98>

     Section 8.14. Notice to and Consent of Parent. The parties acknowledge that
     ------------  -------------------------------
Employee may  serve  as  a  Director and  President  and/or  other  officers  of
Employer. Notwithstanding anything in this Agreement expressly or by implication
to the contrary, including by way  of example and not limitation any  references
to the "sole" or  "sole and absolute" judgment,  discretion or determination  of
Employer or its  Board of  Directors, Employee may  not exercise  any rights  of
Employer pursuant to this Agreement and all requirements for the  determination,
discretion, approval  or  consent  of,  or notice  to,  and  similar  terms  and
references, either the Employer or the Board of Directors of the Employer  shall
include the requirement of  a corresponding determination, discretion,  approval
or consent of, or notice to the Parent. This includes, by way of example and not
limitation, the  requirement  for  Parent's consent  to  amend  or  modify  this
Agreement or extend or reduce its  term or terminate it, to increase  Employee's
salary and/or benefits,  to approve a  bonus for Employee,  to approve  Employee
expenses and Employer expense procedures, and to waive any rights under  Section
7.03 or  any  other  provision  of  this Agreement.  For  the  purposes  of  the
determination, discretion, approval or consent of, or notice to the Parent under
this Section,  "Parent" shall  mean a  majority  of the  Board of  Directors  of
Employer, other than Employee if Employee is serving as a Director of Parent, or
such one  or more  designated representatives  of  a majority  of the  Board  of
Directors of Employer, other than Employee if Employee is serving as a  Director
of Parent.

     Section 8.15. Submission of Agreement. The submission of this Agreement for
     ------------  -----------------------
examination does not constitute a reservation  of or option for employment  with
Employer, and this Agreement shall become  effective as an employment  agreement
only upon the execution  thereof by both Employee  and Employer and delivery  of
such executed Agreement by each party to the other.

     IN WITNESS WHEREOF, the parties have executed this Agreement at Scottsdale,
Arizona, on  the tenth   (10th)  day of  January, 2000,  with the  intent to  be
legally bound.

ATTEST:                                 EMPLOYER:

By:  /s/ Scott R. Fulton                By:  /s/ Gary L. Fulton
     -------------------                     ------------------
         Secretary                                President

             (Corporate Seal)

                                        EMPLOYEE:

By:  /s/ Francis L. Cicero              By:  /s/ Scott R. Fulton
     ---------------------                   -------------------
     Witness                                 Scott R. Fulton

                                   <Page 99>