EXHIBIT 10(j)
                                 -------------

                           REVOLVING CREDIT AGREEMENT

                           OnCourse Technologies, Inc.
                           --------------------------
                               (Name of Customer)

The above named customer ("Customer", whether one or more) agrees with Lincoln
State Bank, 2266 South 13th Street, Milwaukee, WI 53215, ("Lender") as follows:

  1. REVOLVING LOANS.  Customer requests that Lender lend to Customer from time
     to time such amounts as Customer may request in accordance with this
     Agreement (the "Loans"), and, subject to the terms of this Agreement,
     Lender agrees to lend such amounts up to the aggregate principal amount of
     $1,100,000.00 at any time outstanding (the "Credit Limit").  Within the
     Credit Limit, Customer may borrow, repay and reborrow under this Agreement.
     Lender is not obligated to but may make Loans in excess of the Credit Limit
     and in any event Customer is liable for and agrees to pay all Loans.

  2. BORROWING BASE.  The aggregate amount of all Loans at any time outstanding
     under this Agreement shall never exceed the lesser of the Credit Limit or
     the Borrowing Base described on Exhibit A.

  3. CONDITIONS FOR LOANS.  Lender's obligation to make the initial Loan is
     subject to satisfaction of the following conditions:

       a. Lender shall have received the following security documents and the
          additional security documents described on Exhibit B, if any (the
          "Security Agreements"), duly executed.

       b. Lender shall have received copies, certified by the Secretary of
          Customer, of the articles of incorporation and bylaws of Customer and
          each wholly owned subsidiary, and resolutions of the Board of
          Directors of Customer authorizing the issuance, execution and delivery
          of this Agreement and the Security Documents, if any, and a
          certification of the names and addresses of the representatives of
          Customer and each wholly owned subsidiary authorized to sign this
          Agreement and the Security Documents, if any and request Loans under
          this Agreement, together with true signatures of such representatives.

       c. Lender shall have received from counsel for Customer a favorable
          opinion satisfactory to Lender covering the matters described in
          sections 5(c) and 5(d) as applicable, and 5(f) of this Agreement and
          such other matters as Lender may reasonably request.

       d. Lender shall have received a guaranty of payment of the Loans duly
          executed by Micro Estimating Systems, Inc., TekSoft, Inc., Cimtronics,
          Inc., and CAM Solutions, Inc. on WBA form 151.

       e. All proceedings taken by Customer in connection with the Loans, the
          Security Documents and other documents provided to Lender shall be
          satisfactory to Lender and Lender shall have received copies of all
          documents reasonably required by it.

  4. LOAN PROCEDURES.  Customer may obtain Loans under this Agreement as
     provided below:  Customer shall give Lender at lease one business day's
     prior notice of any Loan requested under this Agreement, specifying the
     date and amount of the Loan.  Lender will make the Loan available to
     Customer by crediting the amount of the Loan to Customer's account (acct.
     no. 20-01 200 1) with Lender.  Each Loan, which is less than the full
     amount available to Customer under this Agreement shall be in an amount no
     less than $1,000.00.  Lender's obligation to make each Loan (including the
     initial Loan) is subject to the further condition that Lender shall have
     received a certificate signed by Customer, dated the date of the Loan
     request and stating that the representations and warranties in section 5
     are true and correct as of the date of the request and that no event of
     default has occurred and is continuing or would result from such Loan.

  5. REPRESENTATIONS.  Customer represents and warrants to Lender that on the
     date of each Loan:

       a. No part of any Loan will be used for personal, family, household or
          agricultural purposes.

       b. Customer will not use any part of the proceeds of Loans to purchase
          any margin stock within the meaning of Regulation U of the Board of
          Governors of the Federal Reserve System.

                                   <Page 100>

       c. The execution and delivery of this Agreement and the Security
          Documents, and the performance by Customer of its obligations under
          this Agreement and the Security Documents, are within its power, have
          been duly authorized by proper action on the part of Customer, are not
          in violation of any existing law, rule or regulation, any order or
          decision of any court, the articles of incorporation, bylaws, articles
          of organization, operating agreement, partnership agreement or other
          governing documents of Customer, as applicable, or the terms of any
          agreement or restriction to which Customer is a party or by which it
          is bound, and do not require the approval or consent of any person or
          entity.  This Agreement and the Security Documents, when executed and
          delivered, will constitute the valid and binding obligations of
          Customer enforceable in accordance with their terms.

       d. Customer is a corporation validly existing and in good standing under
          the laws of the State of Nevada and is duly qualified to do business
          and is in good standing in every jurisdiction in which the nature of
          its business or its ownership of properties requires such
          qualification.

       e. All financial statements of Customer furnished to Lender were prepared
          in accordance with generally accepted principles of accounting
          consistently applied throughout the periods involved and are correct
          and complete as of their dates.

       f.
           i.  There is no substance which has been, is or will be present,
               used, stored, deposited, treated, recycled or disposed of on,
               under in or about any real estate now or at any time owned or
               occupied by Customer ("Property") during the period of Customer's
               ownership or use of the Property in a form, quantity or manner
               which is known to be present on, under, in or about the Property
               would require clean-up, removal or some other remedial action
               ("Hazardous Substance") under any federal, state or local laws,
               regulations, ordinances, codes or rules ("Environmental Laws");

          ii.  Customer has no knowledge, after due inquiry, or any prior use or
               existence of any Hazardous Substance on the Property by any prior
               owner of or person using the Property;

         iii.  without limiting the generality of the foregoing, Customer has no
               knowledge, after due inquiry, that the Property contains
               asbestos, polychlorinated biphenyl components (PCBs) or
               underground storage tanks;

          iv.  there are no conditions existing currently or likely to exist
               during the term of this Agreement which would subject Customer to
               any damages, penalties, injunctive relive or clean-up costs in
               any governmental or regulatory action or third-party claim
               relating any Hazardous Substance;

           v.  Customer is not subject to any court or administrative
               proceeding, judgment, decree, order or citation relating to any
               Hazardous Substance; and

          vi.  Customer in the past has been, at the present is, and in the
               future will remain in compliance with all Environmental Laws.
               Customer shall indemnify and hold harmless Lender, its directors,
               officers, employees and agents from all loss, cost (including
               reasonable attorneys' fees and legal expenses), liability and
               damage whatsoever directly or indirectly resulting from, arising
               out of, or based upon

                 1. the presence, use, storage, deposit, treatment, recycling or
                    disposal, at any time, of any Hazardous Substance described
                    above on, under, in or about the Property, or the
                    transportation of any Hazardous Substance to or from the
                    Property,

                 2. the violation or alleged violation of any Environmental Law,
                    permit, judgment or license relating to the presence, use,
                    storage, deposit, treatment, recycling or disposal of any
                    Hazardous Substance on, under in or about the Property, or
                    the transportation of any Hazardous Substance to or from the
                    Property,

                 3. the imposition of any governmental lien for the recovery of
                    environmental clean-up costs expended under any
                    Environmental Law, or

                 4. breach of this representation or warranty.

               Customer shall immediately notify Lender in writing of any
               governmental or regulatory action or third-party claim instituted
               or threatened in connection with any Hazardous Substance on, in,
               or about the Property.

       g. There is no litigation or administrative proceeding pending or, to the
          knowledge of Customer, threatened against Customer which might result
          in any material adverse change in the business or condition of
          Customer.

  6. FEES.  Customer agrees to pay the following nonrefundable fees as a
     condition of access to credit under this Agreement:

       a. Commitment fee in the amount of $2,750.00

       b. Commitment fee in an amount equal to 0.25% per year of the average
          daily unused portion of the Credit Limit from the date of this
          Agreement until the Termination Date specified in section 15, payable
          on the last date of each year.

                                   <Page 101>

  7. CAPITAL ADEQUACY.  If Lender shall determine that any existing or future
     law, rule, regulation, directive, interpretation, treaty or guideline
     regarding capital adequacy (whether or not having the force of law)
     increases or would increase, from that required on the date of this
     Agreement, the amount of capital required or expected to be maintained by
     the Lender, or any corporation controlling Lender, and if such increase is
     based upon the existence of Lender's obligations under this Agreement and
     other commitments of this type, then from time to time within ten days
     after demand from Lender, the Customer shall pay to Lender such amount or
     amounts as will compensate Lender for expenses or costs required to meet
     such increased capital requirement.  For purposes of calculating the amount
     of compensation required, Lender, or and corporation controlling Lender,
     may conclusively be deemed to have maintained the minimum amount of capital
     required on the date of this Agreement, and may base such compensation on
     the assumption that Lender (or such corporation) will need to increase its
     capital from such minimum amount to the new required amount.  The
     determination of any amount to be paid by Customer under this section shall
     take into consideration policies of Lender, or any corporation controlling
     Lender, with respect to capital adequacy and shall be based upon a
     reasonable method of attribution.  A certificate of Lender setting forth
     such amount or amounts as shall be necessary to compensate Lender and is
     specified in this section shall be delivered to Customer and shall be
     conclusive absent manifest error.

  8. INTEREST RATE AND OTHER CHARGES.  Customer agrees to pay interest to Lender
     on the unpaid principal balance outstanding from time to time under this
     Agreement:

       a. At a rate per year equal to 0.000 percentage points over the prime
          rate in effect at the Marshall & Ilsley Bank, Milwaukee, WI, from time
          to time, ("Index Rate").  The Index Rate may or may not be the lowest
          rate charged by Lender.  Any change in the interest rate resulting
          from a change in the Index Rate shall become effective without notice
          to Customer as of the day on which such change in the Index Rate
          becomes effective.  A change in the interest rate will apply both to
          the outstanding principal balance and to new Loans.  If the Index Rate
          ceases to be made available to Lender during the term of the
          Agreement, Lender may substitute a comparable index.

       b. Interest under a. is computed on the basis of the actual number of
          days the principal balance is unpaid based upon a year of 360 days.
          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.  Unpaid principal and interest
          bear interest after maturity (whether by acceleration or lapse of
          time) until paid at the rate which would otherwise be applicable plus
          3.000 percentage points.

  9. PAYMENT SCHEDULE.  Customer agrees to pay to Lender the unpaid principal
     balance and interest as follows:

       a. In payments of interest, beginning November 1, 2000, and on the same
          day of each succeeding month thereafter, plus a final payment of
          unpaid principal and interest due on the Termination Date specified in
          section 15.

          In addition, Customer shall immediately pay any amount by which the
          Loans exceed the Credit Limit or the Borrowing Base established under
          section 2, if any, and any prior unpaid payments.  Lender is
          authorized to automatically change payments due under this Agreement
          to any account of Customer with Lender.  If payments are not
          automatically charged to Customer's account, payments must be made to
          the Lender at its address shown above and are note credited until
          received in Lender's office.  Lender is authorized to make book
          entries evidencing Loans and payments under this Agreement and the
          aggregate unpaid amount of all Loans as evidenced by those entries is
          presumptive evidence that those amounts are outstanding and unpaid to
          Lender.

 10. COVENANTS.  Customer shall, so long as any amounts remain unpaid, or
     Lender has any commitment to make Loans under this Agreement:

       a. Furnish to Lender, as soon as available, such financial information
          respecting Customer as Lender from time to time requests, and without
          request furnish to Lender:

           i.  Within 90 days after the end of each fiscal year of Customer a
               balance sheet of Customer as of the close of such fiscal year and
               related statements of income and retained earnings and cash flow
               for such year all in reasonable detail and satisfactory in scope
               to Lender, prepared in accordance with generally accepted
               principles of accounting applied on a consistent basis, certified
               by an independent certified public accountant acceptable to
               Lender and the chief financial representative of Customer, and

                                   <Page 102>

          ii.  Within 45 days after the end of each third month a balance sheet
               of Customer as of the end of such month and related statements of
               income and retained earnings and cash flow for the period from
               the beginning of the fiscal year to the end of such month,
               prepared in accordance with generally accepted principles of
               accounting applied on a consistent basis, certified, subject to
               normal year-end adjustments, by an officer or partner of
               Customer.

       b. Keep complete and accurate books of records and accounts and permit
          any representatives of Lender to examine and copy any of the books and
          to visit and inspect any of Customer's tangible or intangible
          properties as often as desired.

       c. Maintain insurance coverage in the forms (together with any lender's
          loss payee clause requested by Lender), amounts and with companies
          which would be carried by prudent management in connection with
          businesses engaged in similar activities in similar geographic areas.
          Without limiting this section or the requirements of any Security
          Document, Customer will

           i.  Keep all its physical property insured against fire and extended
               coverage risks in amounts and with deductibles as least equal to
               those generally maintained by businesses engaged in similar
               activities in similar geographic areas,
          ii.  Maintain all such workers' compensation and similar insurance as
               may be required by law and

         iii.  Maintain, in amounts and with deductibles at least equal to those
               generally maintained by businesses engaged in similar activities
               in similar geographic areas, general public liability insurance
               against claims for bodily injury, death or property damage
               occurring on, in or about the properties of Customer, business
               interruption insurance and product liability insurance.

       d. Pay and discharge all lawful taxes, assessments and governmental
          charges upon Customer or against its properties prior to the date on
          which penalties attach, unless and to the extent only that such taxes,
          assessments and charges are contested in good faith and by appropriate
          process by Customer.

       e. Do all things necessary to maintain its existence, to preserve and
          keep in full force and effect its rights and franchises necessary to
          continue its business and comply with all applicable laws, regulations
          and ordinances.

       f. Timely perform and observe the following financial covenants, all
          calculated in accordance with generally accepted principles of
          accounting applied on a consistent basis:

           i.  Maintain at all times a ratio of funded debt to tangible net
               worth of not greater than 2.00 to one.

          ii.  Maintain at all time a ratio of collateral base to funded debt of
               not less than 1.1 to one.

       g. Furnish to Lender the Borrowing Base Certificates required under
          Exhibit A, if any.

       h. Not create or permit to exist any lien or encumbrance with respect to
          Customer's properties, except liens in favor of Lender, liens for
          taxes if they are being contested in good faith by appropriate
          proceedings and of which appropriate reserves are maintained, liens of
          encumbrances permitted under any Security Document.

       i. Not take any action or permit any event to occur which materially
          impairs Customer's ability to make payments under this Agreement when
          due.  Such events include, without limitation, the fact that Customer,
          Customer's spouse or any surety for Customer's obligations under this
          Agreement ceases to exist, dies, changes marital status or domicile or
          becomes insolvent or the subject of bankruptcy or insolvency
          proceedings.

       j. Timely perform all duties and responsibilities imposed on Customer
          under Section 5(f).

       k. Unless otherwise consented to in writing by Lender, timely perform and
          observe all additional covenants described on Exhibit C.

 11. SECURITY INTEREST.  This Agreement is secured by all existing and future
     security agreements, assignments and mortgages from Customer to Lender,
     from any guarantor of this Agreement Lender, and from any other person to
     Lender providing collateral security for customer obligations, and payment
     of the Loans may be accelerated according to any of them.  Unless a lien
     would be prohibited by law or would fender a nontaxable account taxable,
     Customer also grants to Lender a security interest and lien in any deposit
     account Customer may at any time have with Lender.  Lender may at any time
     after the occurrence of an event of default set-off any amount unpaid
     under this Agreement against any deposit balances or other money now or
     hereafter owed to Customer by Lender.

                                   <Page 103>

 12. DEFAULT AND ACCELERATION.  Upon the occurrence of any one or more of the
     following events of default:

       a. Customer fails to pay an amount when due under this Agreement or under
          any other instrument evidencing any indebtedness of Customer,

       b. Any representation or warranty made under this Agreement or
          information provided by Customer in connection with this Agreement is
          or was false or fraudulent in a material respect,

       c. A material adverse change occurs in customer's financial condition,

       d. Customer fails to timely observe or perform any of the covenants or
          duties contained in this Agreement,

       e. Any guaranty of Customer's obligations under this Agreement is revoked
          or becomes unenforceable for any reason or any such guarantor dies or
          ceases to exist, or

       f. An event of default occurs under any Security Document;

       then, at Lender's option, and upon written or verbal notice to  Customer,
       Lender's obligation  to make Loans under  this Agreement shall  terminate
       and the  total unpaid balance  shall become immediately  due and  payable
       without presentment, demand, protest,  or further notice of any kind  all
       of which  are hereby expressly waived  by Customer.  Lender's  obligation
       to make loans under this Agreement shall automatically terminate and  the
       total unpaid  balance shall automatically become  due and payable in  the
       event  Customer becomes  the subject  of bankruptcy  or other  insolvency
       proceedings.   Lender may  waive any  default without  waiving any  other
       subsequent or  prior default.   Customer agrees  to pay  Lender costs  of
       administration of this Agreement.  Customer also agrees 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  Customer  or  incident to  any  action  or
       proceeding  involving Customer  brought  pursuant to  the  United  Stated
       bankruptcy Code).

 13. INDEMNIFICATION.  Customer  agrees to defend,  indemnify and hold  harmless
     Lender, its directors, officers, employees and agents, from and against any
     and all  loss, cost,  expense, damage  or liability  (including  reasonable
     attorneys' fees) incurred in connection with  any claim or counterclaim  or
     proceeding brought  as a  result of,  arising  out of  or relating  to  any
     transaction financed or to  be financed, in whole  or in part, directly  or
     indirectly, with  the  proceeds  of  any Loan  or  the  entering  into  and
     performance of this  Agreement or any  document or  instrument relating  to
     this Agreement by  Lender or the  activities of customer.   This  indemnity
     will survive termination of this Agreement, the repayment of all Loans  and
     the discharge and release of any Security Documents.

 14. VENUE.  To the extent not prohibited by law, venue for any legal proceeding
     relating to enforcement of this Agreement shall be, at Lender's option, the
     county in which Lender has its  principal office in this state, the  county
     in which  Customer resides,  or  the county  in  which this  Agreement  was
     executed by Customer.

 15. TERMINATION.  Unless sooner terminated  under section 12, Customer's  right
     to obtain  Loans  and  Lender's obligation  to  extend  credit  under  this
     Agreement shall  terminate on  October 9,  2003 (the  "Termination  Date").
     Customer  may  terminate  Customer's  right  to  obtain  Loans  under  this
     Agreement at any time and for any  reason by written notice to the  Lender.
     Such notice of termination  signed by a Customer  shall be binding on  each
     Customer who signs this Agreement.  Termination, for whatever reason,  does
     not affect Lender's  rights, powers and  privileges, nor Customer's  duties
     and liabilities,  with  regard to  the  then existing  balance  under  this
     Agreement. See Note ***<F24>

     Note ***<F24>:  However, since the Lender and Customer agree that this loan
     is intended to be  a three year renewable  revolving credit agreement,  the
     Lender, at its election and Customer's acceptance, may add one year to  the
     previously stated termination date upon the satisfactorily completion of an
     annual performance review by Lender and  Customer.  The annual  performance
     review must  be performed  within 20  days after  the Lender  receives  the
     Customer's Audited Consolidate Financial Statements.

     Should either party decline  to extend the  revolving credit agreement  for
     another year, the declining party is required to send a notice as described
     in section 20 of this agreement to the other party within 30 days from  the
     date the  Lender received  the  Customer's Audited  consolidated  Financial
     Statements.  In  the case of  the annual renewal  being declined by  either
     party, the termination date will remain  as noted in this revolving  credit
     agreement or as later modified in  writing between the Lender and  Customer
     under the terms  of this three  year renewable  revolving credit  agreement
     provision.

 16. AMENDMENT.   No  amendment,  modification, termination  or  waiver  of  any
     provision of this Agreement shall in any event be effective unless it is in
     writing and signed  by Lender,  and then such  waiver or  consent shall  be
     effective only in the specific instance  and for the specific purposes  for
     which given.

                                   <Page 104>

 17. ENTIRE AGREEMENT.    This Agreement,  including  the Exhibits  attached  or
     referring to it, and the Security  Documents, are intended by Customer  and
     Lender as  a final  expression of  their Agreement  and as  a complete  and
     exclusive statement of  its terms, there  being no conditions  to the  full
     effectiveness of this Agreement except as  set forth in this Agreement  and
     the Security Documents.

 18. NO WAIVER; REMEDIES.  No failure on the part of Lender to exercise, and  no
     delay in exercising, any right, power or remedy under this Agreement  shall
     operate as a waiver of such right, power or remedy; nor shall any single or
     partial exercise of any  right under this Agreement  preclude any other  or
     further exercise of  the right or  the exercise of  any other  right.   The
     remedies provided in this Agreement are cumulative and not exclusive of any
     remedies provided by law.

 19. MORE THAN ONE CUSTOMER.   If more than one  person signs this Agreement  as
     Customer, Lender may at  its option and without  notice refuse any  request
     for a Loan upon notice from any of the undersigned.  Any of the undersigned
     Customers may request Loans under this Agreement.  Each of the  undersigned
     Customers  is  jointly  and  severally  liable  for  all  Loans  and  other
     obligations under this Agreement.

 20. NOTICE.   Except  as otherwise  provided  in this  Agreement,  all  notices
     required or  provided for  under this  Agreement shall  be in  writing  and
     mailed, sent or  delivered, if to  Customer, at any  last known address  as
     shown on the  records of Lender,  and if to  Lender, at  its address  shown
     below, or, as to each party, at  such other address as shall be  designated
     by such party in  a written notice to  the other party.   All such  notices
     shall be deemed  duly given  when delivered by  hand or  courier, or  three
     business days after being deposited in the mail (including any private mail
     service), postage  prepaid,  provided that  notice  to Lender  pursuant  to
     section 15 shall not be effective until received by Lender.

 21. ADDRESS.  Customer's address  is shown below.   Customer shall  immediately
     notify Lender in writing of any change of address.

 22. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure  to
     the benefit of  Lender and Customer  and their  respective heirs,  personal
     representatives, successors and assigns except that Customer may not assign
     or transfer any of Customer's rights under this Agreement without the prior
     written consent of Lender.

 23. INTERPRETATION.    The  validity,  construction  and  enforcement  of  this
     Agreement are governed by  the internal laws of  Wisconsin.  Invalidity  of
     any provision of this Agreement shall not affect the validity of any  other
     provisions of this Agreement.

 24. Other Provision.  None.



     Dated as of October 9, 2000
                 ---------------


     Lincoln State Bank                 OnCourse Technologies, Inc.
     ------------------                 ---------------------------
     (Name of Lender)                       (Name Of Customer)

     By:  /s/ Thomas G. Loew            A Nevada Corporation
          ------------------            --------------------
          Thomas G. Loew               (Type of Organization)

          Vice President
          ------------------------
             (Title)

          2266 South 13th Street
          Milwaukee, WI 53215           By:  /s/ Bernard A. Woods (CEO)
          -------------------                --------------------------
               (Address)                     Bernard A. Woods III
                                             Chief Executive Officer

                                        By:  /s/ William C. Brown
                                             --------------------
                                             William C. Brown
                                             Chief Financial Officer

                                             3106 S. 166th Street
                                             New Berlin, WI 53151
                                             -------------------------
                                                 (Address)

                                   <Page 105>

                                   EXHIBIT A
                                       TO
                     REVOLVING CREDIT AGREEMENT (WBA 448R)
                             DATED OCTOBER 9, 2000
                           BORROWING BASE (SECTION 2)

A.   DEFINITIONS.

     a.   "QUALIFIED INVENTORY" for the purposes of this agreement shall include
          only net capitalized software.

     b.   "QUALIFIED ACCOUNTS" means  an account owing  to Customer which  meets
          the following specifications:

           i.  It arose from the performance of  service by Customer, or from  a
               bona fide sale  or lease of  goods which have  been delivered  or
               shipped to the account debtor and for which Customer has  genuine
               invoices, shipping documents or receipts.
          ii.  It is  payable  not  more  than  90  days  from  the  earlier  of
               performance of  the  services,  delivery  of  goods  or  date  of
               invoice, and is not more than 90 days past due.

         iii.  It is owned  by Customer free  and clear of  all encumbrance  and
               security interests (other than Lender's).

          iv.  It is genuine and enforceable against the account debtor for  the
               amount shown as owing in  the certificates furnished by  Customer
               to Lender.  It and the  transaction out of which it arose  comply
               with all applicable laws and regulations.   It is not subject  to
               any set-off, credit allowance or adjustment, except discount  for
               prompt payment, nor has the account debtor returned the goods  or
               disputed his liability.

           v.  Its existence  and amount  have been  certified  to in  a  manner
               satisfactory to Lender  by a representative  of Customer at  such
               times as Lender may request.

          vi.  Customer has  no  notice or  knowledge  of anything  which  might
               impair the credit standing of the account debtor.

         vii.  Lender has  not notified  Customer that  the account  or  account
               debtor is unsatisfactory.

B.   BORROWING BASE.  The aggregate amount of all Loans at any time  outstanding
     under the  Agreement shall  never exceed  the Borrowing  Base which  is  an
     amount equal to the sum of:

      a.  QUALIFIED INVENTORY.  For the purposes of this agreement includes only
          net  capitalized  software:    30%  of  capitalized  software  net  of
          amortization.

      b.  QUALIFIED ACCOUNTS: 75%  of the  amount owing  on Qualified  Accounts;
          plus 35% on Unqualified Accounts described as accounts with due  dates
          greater than 90  days from invoice  or greater than  90 days past  due
          from invoice due date; plus

      c.  FIXED ASSETS: 50% of fixed assets net of depreciation.


                         APPROVED

                         For Lender by:      /s/ Thomas G. Loew as Vice Pres
                                             -------------------------------

                         For Customer by:    /s/ William C. Brown as CFO
                                             -------------------------------


                                   EXHIBIT B
                                       TO
                     REVOLVING CREDIT AGREEMENT (WBA 448R)
                             DATED OCTOBER 9, 2000
                       SECURITY DOCUMENTS (SECTION 3(A))


 A.  General Business Security  Agreement from  customer and  each wholly  owned
     subsidiary including but not limited to Micro Estimating Systems, Inc., CAM
     Solutions, Inc., Cimtronics, Inc. and TekSoft, Inc.

                                   <Page 106>

 B.  Chattel Security Agreement  covering from  customer and  each wholly  owned
     subsidiary including but not limited to Micro Estimating Systems, Inc., CAM
     Solutions, Inc.,  Cimtronics, Inc.  and  TekSoft, Inc.  covering  equipment
     purchased with funds drawn under this agreement.


                         APPROVED

                         For Lender by:      /s/ Thomas G. Loew as Vice Pres
                                             -------------------------------

                         For Customer by:    /s/ William C. Brown as CFO
                                             -------------------------------

                                   EXHIBIT C
                                       TO
                     REVOLVING CREDIT AGREEMENT (WBA 448R)
                             DATED OCTOBER 9, 2000
                      ADDITIONAL COVENANTS (SECTION 10(K))


   A.  DISTRIBUTIONS.  Customer  will not pay or  declare any dividends or  make
       any  other  distribution based  upon  the  stock of  or  other  ownership
       interest  in  Customer  (except dividends  payable  solely  in  stock  of
       Customer)  or make  any  purchases, redemptions  or  other  acquisitions,
       direct or indirect, of stock of or other ownership interest in Customer.

   B.  MERGERS.  If  Customer is a corporation  or a limited liability  company,
       Customer will not merge or consolidate  with or into any other entity  or
       if Customer  is a partnership  or a limited  liability company,  Customer
       will  not dissolve  or liquidate,  and in  any event,  Customer will  not
       sell, lease or transfer or otherwise dispose of all or a substantial part
       of  its  assets  (other  than  sales  made  in  the  ordinary  course  of
       business).

   C.  CONDUCT OF BUSINESS.   Customer will continue  to engage in an  efficient
       and  economical  manner  in a  business  of  the  same  general  type  as
       conducted by it on the date of this Agreement.

   D.  SALES OF RECEIVABLES.  Customer  will not discount or sell with  recourse
       any of its notes or accounts receivable.

   E.  SALES  AND LEASEBACKS.   Customer  will not  sell or  transfer any  fixed
       assets and then or thereafter rent or lease as lessee any such assets.

   F.  DEBT.    Customer  will  not  incur,  assume  or  permit  to  exist   any
       indebtedness or  liability for borrowed  money (except obligations  under
       this Agreement) or assume, guarantee, endorse or otherwise become  liable
       for obligation of another (except endorsements of negotiable  instruments
       for deposit  or collection in the  ordinary course of business),  except:
       loans not  exceeding $75,000 per  transaction nor  aggregating more  than
       $250,000 in any fiscal year of customer.

                         APPROVED

                         For Lender by:      /s/ Thomas G. Loew as Vice Pres
                                             -------------------------------

                         For Customer by:    /s/ William C. Brown as CFO
                                             -------------------------------

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