EXHIBIT 10(e)
                                  -------------

                              EMPLOYMENT AGREEMENT

                                 By and Between

                          ONCOURSE TECHNOLOGIES, INC.
                                As the Employer

                                      And

                                CHARLES W. BEYER
                                As the Employee

                            Dated: December 4, 2000

                                   <Page 60>

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

     THIS  EMPLOYMENT   AGREEMENT  ("Agreement"),   by  and   between   ONCOURSE
TECHNOLOGIES,  INC.  ("Employer"),  a  Nevada  business  corporation  having   a
registered office at 711 S. Carson, Suite  4, Carson City, Nevada, 89701, and  a
principal place of business at 3106  South 166th Street, New Berlin,  Wisconsin,
53151, and  CHARLES W.  BEYER, an  individual residing  at 1205  Ayrshire  Lane,
Waukesha, Wisconsin, 53186-7725, made the day and year last written below and to
be effective as of January 1, 2001.

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

     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 February 1, 2001 and terminating on April 30, 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, and advisor 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) Assist the Employer in obtaining capital and loans.

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

                                   <Page 61>

          (g) 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 3106 South 166th  Street, New Berlin, Wisconsin,  53151,
and at 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 New Berlin, Wisconsin 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. Except as provided in Section
     ------------  -----------------------------
2.05 below, 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, other than to any  one
or more  of the  Subsidiaries as  provided in  Section 2.05  below, whether  for
compensation, or otherwise, without the prior written consent of the Employer.

     Section 2.05. Employment With Subsidiaries. For the purposes of this
     ------------  -----------------------------
Agreement, the term "Subsidiaries" shall mean any corporations or other entities
in which Employer owns  a majority of  the voting stock  or other voting  equity
interests. Employer's present Subsidiaries are Micro Estimating Systems, Inc., a
Wisconsin corporation, CAM Solutions, Inc., a Minnesota corporation, Cimtronics,
Inc., an  Arizona  corporation,  and  TekSoft,  Inc.,  an  Arizona  corporation.
Notwithstanding Section 2.04 above, Employee may  render services of any  nature
whatsoever to any Subsidiary of Employer. Each Subsidiary which desires services
of Employee will execute  an acknowledgement, acceptance and  consent of and  to
the provisions of this Agreement, and in  such event, (a) Employee shall not  be
entitled to  additional compensation  for such  services; (b)  Employer and  the
requesting Subsidiary  shall enter  into an  agreement wherein  such  Subsidiary
contributes to  the compensation  payable to  Employee hereunder;  and (c)  such
Subsidiary, as Employer,  and Employee,  as Employee,  shall be  deemed to  have
entered into  an employment  agreement (the  "Subsidiary Employment  Agreement")
identical to this Agreement except for hours of employment (which shall total 40
hours as between the Employer and all Subsidiaries) and compensation and  fringe
benefits (which  shall  be determined  and  allocated in  accordance  with  this
Agreement), or as the context otherwise requires. In the event Employer and such
Subsidiary are  unable  to  agree  on  such  Subsidiary's  contribution  towards
Employee's compensation and/or fringe benefits,  such contribution shall be  pro
rated on the basis of the total hours worked by Employee for such Subsidiary  in
any period compared to the total hours  worked by Employee for Employer and  any
other Subsidiary during the  same period. For the  purpose of such  contribution
allocation, Employee's compensation  shall include all  compensation and  fringe
benefits payable to him hereunder (including  termination payments) and, to  the
extent practicable, Employee's reimbursable expenses  shall be allocated to  the
Employer or Subsidiary for which such expenses were incurred or which  otherwise
benefited from the services relating to such expenses.

                                 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 and Twenty Five Thousand and  00/100's
Dollars  ($125,000.00)  per  year,  payable  in  fifty-two  (52)  equal   weekly
installments of Two Thousand Three Dollars  and 84/100's  ($2,403.84) each  week
commencing on  February 9,  2001  and continuing  weekly  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.

                                   <Page 62>

     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 Wisconsin are closed.

     Section 4.03. Paid Sick Leave. The Employee shall be entitled to five (4)
     ------------  ---------------
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  and/or  any one  or more  of  its
Subsidiaries 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 any one or more of the Subsidiaries. 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.

                                   <Page 63>

                                  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.

     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 Employer
     or its officers and/or directors.

                                   <Page 64>

          (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.

     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 Employer 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 Employer 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.

                                   <Page 65>

     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, 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.

     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, 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
     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.

                                   <Page 66>

          (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.

                                 ARTICLE EIGHT

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

     Section 8.01. Notices. Any notices to be given hereunder by either party to
     ------------  -------
the other 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 at its principal  office.
Notice delivered personally shall be deemed  communicated as of actual  receipt.
Mailed notices shall be deemed communicated as of five (5) days after mailing.

     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.

     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 Wisconsin,
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. No course of conduct between the Employer and the Employee and no
delay or omission of 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 67>

     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
Wisconsin 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.

     Section 8.14. Exercise of Employer Rights. 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, Employee may  not exercise  any rights  of Employer  pursuant to  this
Agreement whether as a Director, President or other officer of Employer. For the
purposes of the determination, discretion, approval or consent of, or notice  to
the Employer under this Agreement, "Employer" shall mean a majority of the Board
of Directors  of Employer,  other than  Employee  if Employee  is serving  as  a
Director of  Employer, 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 Employer,  as such Board shall designate in  writing
from time to time.

                                   <Page 68>

     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 New Berlin,
Wisconsin, on the  fourth (4th) day  of December, 2000,  with the  intent to  be
legally bound.

ATTEST:                                      EMPLOYER:

By:  /s/Bernard A. Woods III            By:  /s/Charles W. Beyer
     -----------------------                 -------------------
     Secretary                               President

              (Corporate Seal)
                                             EMPLOYEE:

By:  /s/Bernard A. Woods III            By:  /s/Charles W. Beyer
     -----------------------                 -------------------
     Witness                                 Charles W. Beyer

                                   <Page 69>

                         CONSENT AND ACKNOWLEDGEMENT OF
                         MICRO ESTIMATING SYSTEMS, INC.

     I agree  to  the attached  Employment  Agreement by  and  between  ONCOURSE
TECHNOLOGIES, INC., as  the Employer,  and CHARLES  W. BEYER,  as the  Employee,
dated December 4, 2000  on behalf of Micro  Estimating Systems, Inc., a  wholly-
owned subsidiary  of  OnCourse  Technologies,  Inc.  In  the  event  that  MICRO
ESTIMATING SYSTEMS, INC. requests any services of Employee, it agrees to pay for
such services in  accordance with Section  2.05 and to  be bound to  all of  the
terms and provisions of said Employment  Agreement to the extent they relate  to
the company.

                     I AGREE TO THE FOREGOING ON BEHALF OF
                         MICRO ESTIMATING SYSTEMS, INC.


Dated:December 4, 2000        /s/Bernard A. Woods III
      ----------------        -----------------------
                              Bernard A. Woods III

                                   <Page 70>