EXHIBIT 10(f)
                                 -------------

                              EMPLOYMENT AGREEMENT
                                 By and Between
                               CIMTRONICS, INC.,
                                As the Employer
                                      And
                              E. MICHAEL ZAWORSKI,
                                As the Employee

                           Dated: September 30, 1999

                                   <Page 71>

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

     THIS EMPLOYMENT AGREEMENT  ("Agreement"), by and  between CIMTRONICS,  INC.
("Employer"), an Arizona  corporation having a  principal place  of business  at
7434 East Stetson Drive, Suite C165, Scottsdale, Arizona, 85251, and E.  MICHAEL
ZAWORSKI ("Employee"), an individual residing at 8100 East Camelback Road, #138,
Scottsdale, Arizona, 85251, made the day and year last written below.

     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  October 1,  1999 and  terminating on  September 30,  2004,
unless further extended or  sooner terminated in accordance  with the terms  and
conditions of this  Agreement. 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 sales  person 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  billing  records  and  other
     information in  a form  that permits  the information  to be  validated  by
     Employer.

                                   <Page 72>

          (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  7434  East  Stetson  Drive,  Suite  C165,  Scottsdale,
Arizona, 85251, and at and such  other place or places,  and such travel as  the
Board of Directors of Employer shall reasonably determine.

     Section 2.03. Hours of Employment. During the effective 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  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 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 minimum 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 October  15, 1999  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. Additional Compensation. Prior to the effective date of this
     ------------  -----------------------
Agreement, Employee,  along  with  employee SHERRI  G.  ZAWORSKI,  substantially
completed but did not close the sale of  two (2) of the Employer's CNC  machines
to Hill Airforce Base in Salt Lake City, Utah.  It is the intent of the  parties
that Employee,  along with  employee SHERRI  G.  ZAWORSKI, equally  receive  the
benefits of such sale or any similar sale if it is closed. In the event that the
Employer sells either or both  of such CNC machines,  or any similar or  related
machine tools,  to  such air  force  base within  two  (2) years  following  the
effective date of this Agreement, the Net Profits therefrom shall be distributed
equally to Employee and employee SHERRI G. ZAWORSKI, within ninety (90) days  of
Employer's receipt of the proceeds of such sale, as additional compensation. For
the purposes  of the  foregoing sentence,  Net Profits  from the  sale shall  be
reduced by any  costs and expenses  reasonably associated with  either the  sold
machine(s) and/or the sale, including but  not limited to taxes on the  transfer
thereof, taxes  levied  against the  proceeds  or profits  thereon,  salesperson
travel and entertainment expenses, transportation expenses, broker  commissions,
related maintenance  or repairs,  installation  and de-installation  costs,  and
similar costs and expenses. The determination of the Net Profits from such  sale
shall be made by independent certified public accountants regularly employed  by
Employer for the  purpose of preparing  the financial reports  of Employer.  The
Employee shall be  entitled to  receive within  ninety (90)  days of  Employer's
receipt of the proceeds of such  sale an appropriate written report prepared  by
the independent certified  public accountants  of Employer,  which report  shall
show the Net Profits of the sale,  computed in accordance with this Section,  in
sufficient detail  for Employee  to verify  compliance  with this  Section.  The
computations made  by such  independent certified  public accountants  shall  be
final and  conclusive unless  Employee shall,  by  written notice  to  Employer,
within thirty (30) days after receipt of any such statement, have made objection
thereto.

                                   <Page 73>

In the event Employee and Employer are unable to resolve any  disputes as to the
proper amount of Net Profits for the sale, within thirty (30) days after receipt
by  Employer  of  the  written  objection by  the Employee, the  Employee and/or
Employer may submit  such dispute to arbitration in Scottsdale, Arizona (or such
other  place as  Employer and Employee may mutually  agree) under the rules then
obtaining  of the  American Arbitration Association, and judgment upon any award
in such arbitration may be entered in any court having jurisdiction thereof.

                                  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.

     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. Nothing paid  to Employee under  any plan  or
arrangement presently in effect or made available in the future shall be  deemed
to be in lieu of the salary payable to Employee pursuant to Article Three above.

                                  ARTICLE FIVE

                                    Expenses
                                    --------

     Subject to such limitations as may be established by the Board of Directors
of Employer  in  its  sole  and absolute  discretion,  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  or,  if  no  such
procedures are established, 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.

                                   <Page 74>

                                  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.

     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, which notice shall state 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.

          (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.

          (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 Employer.

          (g) Material breach by Employee of any provision of this Agreement.

     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 3.04 above,  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 as  of  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.

                                 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

                                   <Page 75>

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 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 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.

     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.

                                   <Page 76>

     Section 7.07. Noncompetition Agreement. Employee agrees that during the
     ------------  -------------------------
term of this Agreement and for a  period of two (2) years following  termination
of this Agreement for any reason other than as provided in Paragraph (d)  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  firm,  corporation,
business entity or business  enterprise competitive with or  to any business  of
the Employer;  provided,  however,  that  the  Employee  shall  not  thereby  be
precluded or prohibited  from owning passive  investments in  the securities  of
publicly traded corporations. By way of example and not limitation:

          (a)  During the term  of this Agreement  and for a  period of two  (2)
     years following  termination of  this Agreement  for any  reason,  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 such two  (2)-
     year period,  he will  not, directly  or indirectly,  employ, or  knowingly
     permit any corporation,  partnership, joint  venture, sole  proprietorship,
     association, syndicate,  trust  or  other  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 two (2)-year period following  its
     termination, 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 owns  or operates  a
     business which develops, manufactures and/or sells computer programs and/or
     software for use in machine shop estimating or any other computer  programs
     and/or software owned or developed by Employer prior to or during the  term
     of this Agreement.

          (d)  This Section  7.06 shall  not apply  in the  event that  Employer
     terminates this Agreement unless  such Employer termination  is for one  or
     more of  the causes  listed in  Paragraphs (a)  through (e)  and/or (g)  of
     Section 6.02 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.

                                 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.

                                   <Page 77>

     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 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.

     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.

                                   <Page 78>

     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.

     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, 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 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 such one or more  designated
representatives of  Parent who  are either  officers or  directors of  Employer;
otherwise all of the  officers and directors of  Employer, other than  Employee,
who are also either officers or directors of Parent; otherwise, the President of
the 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 thirtieth (30th) day of  September, 1999, with the intent to  be
legally bound.

ATTEST:                                 EMPLOYER:

By:  /s/ Sherri Zaworski                By:  /s/ E. Michael Zaworksi
     -------------------                     -----------------------
        Secretary                               President
      (Corporate Seal)
                                        EMPLOYEE:

By:  /s/ Mary M. Adams                  By:  /s/ E. Michael Zaworksi
    ------------------                       ----------------------
     Witness                                  E. Michael Zaworski

                                   <Page 79>