EXHIBIT 10.10


April 2, 2001



VIA HAND DELIVERY


Mr. Sean P. McGowan
132N 9800W Hawthorne Road
Mequon, WI   53097

Re:	Severance Agreement, Non-Competition Agreement and Mutual Release

Dear Mr. McGowan:

     This will confirm our agreement concerning the end of your employment
for and the end of your service as an officer and director of Catalyst
International, Inc. (the "Company").  Your last day of employment with the
Company was March 14, 2001 (the "Separation Date").  Effective on the
Separation Date, you will be deemed to have resigned as an employee, officer
and director of the Company.

     1.     In consideration of your undertakings set forth in Paragraph 2,
below, including without limitation, the covenants in Paragraphs 2(E), 2(F),
2(G) and 2(H), below, you will receive the following payments and benefits
within the applicable time periods set forth below, unless required by
applicable law to be provided earlier:

     (A)     Whether or not you sign this agreement, the Company will pay you
your base salary through the Separation Date and for all of your unused
vacation which has been accrued as of the Separation Date.  Payments made
under this Paragraph 1(A) will be subject to normal deductions for income and
payroll taxes.

     (B)     Within five (5) business days following the expiration of the
Revocation Period described in Paragraph 3(E), below, the Company will pay
you $481,500 in a lump sum as severance pay.  This severance payment
represents eighteen (18) months of your base salary and will be subject to
applicable withholding and employment taxes.  You agree that for unemployment
compensation purposes, such payment will be allocated to the workweeks
between March 18, 2001 and September 14, 2002, and that you will be
ineligible for and will not seek unemployment compensation benefits during
that period.

     (C)     The Company will provide you and your family with the right to
participate, in the Company's group health insurance plan in accordance with
the mandates of the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended ("COBRA").  Current COBRA coverage for you and your family costs a
total of $540.39 per month, and changes effective March 1 of each year.  If
you elect COBRA coverage in a timely manner, sign and return this agreement
as


<PAGE>


specified in Paragraph 3(A), below, and do not exercise your revocation
rights (described in Paragraph 3(E), below), the Company will pay for COBRA
coverage for you and your family until the earlier of (i) March 30, 2002 or
(ii) the date that you obtain other health insurance coverage.  Furthermore,
within ten (10) calendar days of your obtaining other health insurance
coverage, you agree to inform the Company of such fact in writing.

     (D)     If you participated in the Company's 401(k) Plan (the "Plan"),
you will retain your vested rights as of the Separation Date in the Plan and
are eligible to receive all funds in your account under the terms of the
Plan.  You will cease to have any right to make any further contributions
under the Plan, effective on the Separation Date.

     (E)     Within five (5) business days of the end of the Restricted
Period (as defined in Paragraph 2(E),below) and provided that you have not
breached any of your undertakings in Paragraphs 2(E), 2(F), 2(G), 2(H) and
2(K), below, the Company will make on your behalf, in consideration for your
undertakings in Paragraph 2 below, including your covenants in Paragraph
2(E), 2(F), 2(G) and 2(H), below, a payment up to an amount not to exceed
$600,000 equal in amount to the outstanding principal amount then due under
the promissory note dated September 17, 1999 (the "Note") from you to Bank
One, Wisconsin (the "Bank"), which you represent is currently $600,000.  Such
payment shall be made directly to Bank One in exchange for the receipt by the
Company of the cancelled Note and the cancellation of the Company's Guarantee
of the Note (the "Company Guaranty") and will be subject to any applicable
withholding and employment taxes.  In addition, the following provisions will
govern the Note:

     (i)     So long as the Note is outstanding and provided that you have
not breached any of your undertakings in Paragraphs 2(E), 2(F), 2(G) and
2(H), below, the Company will pay to you in consideration for your covenants
in Paragraphs 2(E), 2(F), 2(G) and 2(H), below, an amount not to exceed
$4,000 per month, which you will use to pay the interest due on the Note.
The Company shall pay such amount via a direct deposit into an account in
your name at the Bank.  The Company will report such payments as income to
you and such payments shall be subject to any applicable withholding and
employment taxes.  The Bank will have the right to debit your account in the
amount of the interest due on the Note.

     (ii)   To the extent that you breach your obligations under Paragraphs
2(E), 2(F), 2(G), 2(H) or 2(K), and the Company is obligated to pay any
amounts under the Company Guaranty as a result of your failure to pay all
amounts due under the Note, you will personally reimburse the Company in full
for any and all such amounts and you agree that the


<PAGE>


Company may exercise all remedies to enforce this obligation, including
without limitation, obtaining equitable relief.  The Company's payment of the
Note under this Paragraph 1(E) shall not be deemed a payment under the
Company Guaranty.

     (F)     Within five (5) business days of the end of the Restricted
Period and provided that you have not breached any of your undertakings in
Paragraphs 2(E), 2(F), 2(G), 2(H) and 2(K), below, the Company will pay on
your behalf to the appropriate taxing authorities, in consideration for your
covenants in Paragraphs 2(E), 2(F), 2(G) and 2(H), below, an aggregate amount
not to exceed $490,000 which is intended to reimburse you for the federal and
state income taxes (including any FICA/self-employment taxes) incurred by you
as a result of the payments in Paragraph 1(E), above, and this Paragraph
1(F).  Such payment will be reported as income to you and will be subject to
any applicable withholding and employment taxes and will be calculated based
upon the highest applicable marginal tax rates applicable to you at the time
of such payment and will include additional federal income taxes incurred by
you pursuant to Section 68 of the Internal Revenue Code of 1986, as amended.
In other words, if your aggregate tax payments as a result of the payment in
Paragraph 1(E), above, and this Paragraph 1(F), are less than $490,000, then
the Company will pay on your behalf such lesser amount.  If your aggregate
tax payments as a result of the payments in Paragraph 1(E), above, and this
Paragraph 1(F) exceed $490,000, the Company will pay on your behalf $490,000
and you will be responsible for any additional tax payment.  The Company will
provide to you proof of payment to the appropriate taxing authorities under
this Paragraph 1(F).

     (G)     The Company hereby releases you from any claims arising out of
or related in any way to your employment by it and all other events,
occurrences and transactions through and including the date its
representative signs this agreement, other than claims which arise out of
this agreement or your breach thereof.  This release of claims applies
whether the claims are known, unknown, anticipated or unanticipated by the
Company.  The Company further waives its rights to any remedies or benefits
related to the claims it releases under this Paragraph 1(G).

     2.     Your Undertakings.  In exchange for the benefits provided to you
under Paragraph 1, above, you agree as follows:

     (A)     You hereby, on behalf of yourself, and your heirs, successors
and assigns, release the Company and its past and present officers,
directors, stockholders and employees, from any claims arising through and
including the date you sign this agreement including, but not limited to, all
claims arising out of your employment with the Company and the termination of
that employment


<PAGE>


relationship other than claims which arise out of this agreement or the
Company's breach thereof.  This release of claims includes any claims,
whether they are presently known or unknown, or anticipated or unanticipated
by you.  Your acceptance of this proposal also will release any and all
claims under the federal Age Discrimination in Employment Act.  You should
not construe this reference to age discrimination claims as in any way
limiting the general and comprehensive nature of the release of claims
provided under this Paragraph 2(A).  This release does not waive any vested
benefits under any Company retirement plan or benefits under the Wisconsin
Worker's Compensation Act.  You agree to give up any benefit conferred on you
by any order or judgment issued in connection with any legal proceeding
against the Company regarding any claim released in this Paragraph 2(A).

     (B)     You agree to return to the Company all of its property and all
of the property of its present and former officers, directors, stockholders
and employees which you possess or over which you have direct or indirect
control, including, but not limited to, all monies, records, files, credit
cards, office keys, cellular telephones, computers and electronically encoded
information such as computer disks, etc., and all copies of such Company
property.

     (C)     You further agree that you will not disclose, directly or
indirectly, the existence or terms of our agreement concerning these matters
to any third party; provided, however, that following your obtaining a
promise of confidentiality for the benefit of the Company from your tax
preparer, accountant, attorney and spouse, you may disclose the terms of this
agreement to such of these individuals who has made such a promise of
confidentiality and provided, further, that to the extent that the Company
discloses any terms or conditions hereof, you may disclose such terms and
conditions.  This provision shall not prevent you from disclosing such
matters in testifying in any hearing, trial or other legal proceeding where
you are required to do so.

     (D)     You hereby surrender to the Company all options held by you to
purchase shares of the Company's common stock, agree not to exercise any of
such options and waive all rights with respect thereto.  You further agree
that all rights you have under any of the agreements governing such
surrendered options are hereby terminated.

     (E)     You hereby covenant and agree that during the period commencing
on the Separation Date and ending on the eighteen (18) month anniversary of
the Separation Date (the "Restricted Period"), you will not directly or
indirectly use or disclose any Confidential Information.  For purposes
hereof, "Confidential Information" shall mean all non-Trade Secret
Information or proprietary information of the Company which has value to the
Company and which is not


<PAGE>


known to the public or the Company's competitors, generally, including but
not limited to, new products, customer lists, pricing policies, employment
records and policies, operational methods, marketing plans and strategies,
product development techniques and plans, business acquisition plans, methods
of manufacture, technical processes, designs, inventions, research programs
and results, and source code.  Furthermore, you will not directly or
indirectly use or disclose any Trade Secret or Trade Secret Information of
the Company unless such information ceases to be deemed a Trade Secret or
Trade Secret Information by means of one of the exceptions specified below.
For purposes hereof, the term "Trade Secret" or "Trade Secret Information"
shall have that meaning set forth under applicable law regarding trade
secrets and their protection.  Trade Secret Information specifically includes
all Company-created computer source code and any Confidential Information
received from a third party with whom the Company has a binding agreement
restricting disclosure of such Confidential Information.  Notwithstanding the
foregoing, the terms Trade Secret Information and Confidential Information
shall not include, and the obligations set forth in this Paragraph 2(E) shall
not apply to, any information which (i) is or becomes generally available to
the public through
no act or omission of you; (ii) is obtained by you in good faith from a third
party who discloses such information to you on a non-confidential basis
without violating any obligation of confidentiality or secrecy relating to
the information disclosed; or (iii) is independently developed by you outside
of the scope of your employment with the Company without use of Confidential
Information, Trade Secrets or Trade Secret Information.

     (F)     You further agree that during the Restricted Period, you will
not accept employment, in any managerial or decision-making capacity or in
any position involving the selling of products or services, with, or directly
or indirectly consult with or provide advice or assistance in the areas of
management, operations or sales to, any of the following companies, which you
and the Company agree compete with the Company:  in the continents of North
America or Europe:  EXE, Highjump, HK Systems, Inc., (also known as IRISTA),
Interbiz, LIS, Manhattan (including its Intrepa division), Marc, McHugh
Freeman, Optum, Provia, Retek, SAP, and Uniteq.

     (G)     You further agree that during the Restricted Period, you will
not, directly or indirectly, solicit business from any Restricted Customer
(as defined below) in any manner which competes with products or services
offered by the Company, or directly or indirectly divert or attempt to divert
any Restricted Customer's business from the Company.  For purposes hereof, a
"Restricted Customer" is any individual or entity for whom or for which the
Company provided products or services during the twenty-four (24) months
preceding the Separation Date and with whom or with which you had direct
contact during the twenty-four (24) months preceding the Separation Date.


<PAGE>


     (H)     You further agree that during the Restricted Period, you will
not directly or indirectly (i) encourage any employee of the Company to
terminate his or her employment with the Company or (ii) solicit such an
individual for employment outside of the Company.

     (I)     You hereby agree that the nature of the Company's business and
the nature and scope of the restrictions set forth in Paragraphs 2(E), 2(F),
2(G) and 2(H), above, are appropriate, necessary and reasonable for the
protection of the Company's business, goodwill and property rights.  You
further acknowledge and agree that the restrictions imposed therein will not
prevent you from earning a living.  You further acknowledge and agree that
the Company may, at its sole discretion, disclose the covenants in Paragraphs
2(E), 2(F), 2(G) and 2(H), above, to any of your prospective or future
employers and may send, or otherwise make such provisions hereof known to,
any such prospective or future employers.  You further agree that each of
your covenants in Paragraphs 2(E), 2(F), 2(G) and 2(H), is independent and
made separately and that the invalidity of any of such covenants shall not
affect the validity of any of the other covenants.

     (J)     You hereby further agree to submit your written resignation as a
director of the Company, effective on the Separation Date.

     (K)     You agree to continue to pay all interest due on the Note which
is not paid under Paragraph 1(E)(i), above, and to execute a Promissory Note
Modification Agreement, in the form attached hereto as Exhibit A.

     3.     Acceptance and Revocation Procedures.  The Company wishes to
ensure that you voluntarily agree to the terms contained in this proposal and
do so only after you fully understand them.  Accordingly, the following
procedures shall apply:

     (A)     You agree and acknowledge that you have read this agreement,
understand its contents, and may agree to the terms of this document by
signing and dating it and returning the signed and dated document to the
Company (addressed to Mr. Douglas B. Coder, Chairman, Catalyst International,
Inc., 8989 North Deerwood Drive, Milwaukee, Wisconsin 53223, and marked
"Personal and Confidential") so that it is received by the Company either by
hand delivery or United States certified mail on or before 5:00 p.m., Central
time, on the date which is twenty-one (21) days after you receive this
agreement.  The sooner you sign and return this agreement, the sooner you
will receive the benefits described in Paragraph 1, above.

     (B)     You agree and acknowledge that you have been advised by the
Company to consult with an attorney prior to signing this agreement.


<PAGE>


     (C)     You agree and acknowledge that this agreement provides you with
economic benefits from the Company which, in their totality, are greater than
those to which you otherwise would be entitled.

     (D)     You understand that this agreement, at Paragraph 2(A), above,
includes a final general release, including a release of all claims under the
Age Discrimination in Employment Act.

     (E)     You understand that you have seven (7) days after signing this
agreement within which to revoke your acceptance of it (the "Revocation
Period").  Such revocation will not be effective unless written notice of the
revocation is received by the Company either by hand delivery or United
States certified mail (addressed to Mr. Douglas B. Coder, Chairman, Catalyst
International, Inc., 8989 North Deerwood Drive, Milwaukee, Wisconsin 53223,
and marked "Personal and Confidential") by the tenth (10th) calendar day
following the date you signed this document.

     (F)     This document will not be binding or enforceable unless you have
signed and delivered this document as provided in Paragraph 3(A), above, and
have chosen not to exercise your revocation rights, as described in Paragraph
3(E), above.  If you give timely notice of your intention to revoke your
acceptance of the terms set forth in this document, this agreement shall
become null and void, and all rights and claims of the parties which would
have existed, but for the acceptance of this document's terms, shall be
restored.

     (G)     You represent and warrant to the Company that, in the event you
choose to accept the terms of this proposal by signing this agreement, the
date and time appearing above your name on the last page of this document
shall be the actual date and time on which you have signed the agreement.

     4.     Miscellaneous.  Should you accept the terms of the Company's
proposal, its terms will be governed by the following:

     (A)     This document constitutes the complete understanding between you
and the Company concerning all matters affecting your employment with the
Company and the termination thereof.  If you accept this proposal, this
document supersedes all prior agreements, understandings and practices
concerning such matters, including, but not limited to, any Company personnel
documents, handbooks, policies and any prior customs or practices of the
Company and including, without limitation, the letter of October 23, 1998,
between you and the Company and the Non-Qualified Stock Option Agreements
between you and the Company dated December 6, 1996, March 12, 1997, March 12,
1997, April 28, 1997, April 9, 1998, December 3, 1999 and December 1, 2000,
respectively.


<PAGE>


     (B)     Nothing in the releases contained in this agreement should be
construed as an admission of wrongdoing or liability on the part of either
the Company or you.  Both of us deny any liability to the other.  Such
provisions are included merely to wrap up all loose ends between us.

     (C)     This document and its interpretation shall be governed and
construed in accordance with the laws of the State of Wisconsin and shall be
binding upon the parties hereto and their respective successors and assigns.

     (D)     In the event that you breach any provision of this agreement,
you agree that the Company may suspend all additional payments under this
agreement, recover any damages suffered as a result of such breach and
recover from you any reasonable attorneys' fees or costs it incurs as a
result of your breach.  If you are successful in such action, then the
Company will pay to you any reasonable attorneys' fees or costs you incur in
a defense of such action or in enforcing your rights hereunder.  In addition,
you agree that the Company may seek injunctive or other equitable relief as a
result of a breach by you of any provisions of this agreement, including
without limitation, the provisions of subparagraphs 2(E), 2(F), 2(G) and
2(H), above.

     (E)     If there is any dispute between you and the Company concerning
the terms and conditions of this agreement or any interpretation thereof, you
and the Company agree to submit such dispute to binding arbitration in
accordance with the American Arbitration Association Commercial Arbitration
Rules.  Arbitration shall be held in Milwaukee, Wisconsin upon request of
either party in writing for arbitration in accordance with this Paragraph
4(E).  The arbitration shall be held in front of three (3) arbitrators and
each of you and the Company will have the right to appoint one (1)
arbitrator.  The two (2) arbitrators so selected shall then select a third
arbitrator and all decisions thereafter shall be made by a majority of such
three (3) selected arbitrators.  Unless otherwise agreed between you and the
Company, discovery shall be permitted in such arbitration provided that all
discovery is completed within ninety (90) days of the filing of the demand
for arbitration.  Any award rendered in the arbitration shall be limited to
those remedies available to any court of competent jurisdiction.  The award
rendered shall be final and binding upon the parties and judgment therein may
be entered in any court of competent jurisdiction.  Nothing in this
subparagraph 4(E) shall prevent the Company from seeking injunctive or other
equitable relief from a court of competent jurisdiction to enforce a breach
by you of your covenants hereunder.

     (F)     Each of you and the Company will, during the Restricted Period,
refrain from making any statements which could reasonably be expected to
become public and to damage the reputation (financial or otherwise) of the
other.


<PAGE>


     (G)     The Company may rely on the advice of its counsel and
accountants as to the appropriate tax treatment of the payments due to you
hereunder.

     If the foregoing is acceptable to you, please sign and date this
document below and return it as provided by its terms.

                                          Very truly yours,

                                          CATALYST INTERNATIONAL, INC.

                                          By: /s/ Douglas B. Coder
                                             ---------------------------
                                          Douglas B. Coder, Chairman


I agree with and accept the terms
contained in this agreement and agree
to be bound by them.

Dated this 3rd day of April 2001.

Time: 3:30 Central


/s/ Sean P. McGowan
---------------------------
Sean P. McGowan


<PAGE>


                                   EXHIBIT A

                      PROMISSORY NOTE MODIFICATION AGREEMENT

     This Promissory Note Modification Agreement (the "Agreement" is made and
entered into on April ___, 2001 (the "Agreement Date"), to be effective as of
March ___, 2001 (the "Effective Date"), by and between Sean P. McGowan,
individually, ("Borrower"), and Bank One, Wisconsin ("Lender").

                                   Recitals

     A.     Borrower has executed a promissory note in the amount of
$100,000.00 and dated September 17, 1999, in favor of Lender (the "Note").

     B.     The Note has at all times been, and is now, continuously and
without interruption, outstanding in favor of Lender.

     C.     Borrower has been terminated from employment with Catalyst
International, Inc. ("Catalyst") and has entered into a severance agreement
with Catalyst dated April 2, 2001 (the "Separation Agreement").

     D.     As of the date of the Separation Agreement, the
Borrower surrendered to Catalyst all of the stock options he held in
Catalyst.

     E.     Borrower has requested that the Note be modified to the limited
extent as hereinafter set forth, and Lender has agreed to such modification.

                                  Agreement

     NOW, THEREFORE, by mutual agreement of the parties and in mutual
consideration of the agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Note is modified as
hereinafter indicated.

     1.     ACCURACY OF RECITALS.  Borrower acknowledged the accuracy of the
Recitals, stated above.

     2.     MODIFICATION OF PROMISSORY NOTE.  The following provisions
are deemed to be part of the Note, and any contrary provisions in the Note
are deemed to be modified hereby:

     2.1    The first sentence of the section entitled "PAYMENT" is hereby
amended and restated to read as follows:

     "This Note shall be payable as follows: Interest shall be due and
     payable monthly as it accrues, commencing on April 17, 2001, and
     continue on the same day each month thereafter during the term of this
     Note, and the outstanding principal balance of this Note, together with
     all accrued but unpaid interest, shall be due and payable on September
     30, 2002."


<PAGE>


     2.2    The section entitled "ADDITIONAL PROVISION-REPAYMENT" is hereby
amended and restated to read as follows:

     "The outstanding principal and all outstanding interest owing under this
     Note shall be due and payable on September 30, 2002."

     2.3    Each of the Loan Documents is modified to provide that it shall
be a default or an event of default thereunder if Borrower shall fail to
comply with any of the covenants of Borrower herein or if any representation
or warranty by Borrower herein or by any guarantor of the Loan in any
Acknowledgement and Consent attached to this Agreement is materially
Incorrect or misleading on the Agreement Date.  As used in this Agreement,
"Loan Documents" shall include the Note, this Agreement and all other
documents executed by Borrower or others in connection with the Loan that is
evidenced by the Note.  "Loan Documents" shall not include any security
agreement executed by Borrower with respect to his Catalyst stock options.

     2.4    Each reference in any Loan Document to that or any other Loan
Document shall be deemed to be a reference to such Loan Document, as modified
herein.

     3.     RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.  The Loan
Documents are ratified and affirmed by Borrower and shall remain in full
force and effect.  Any property, and rights to or interests in property, that
were granted as security in the Loan Documents shall remain as security for
the Loan and the obligations of Borrower in the Loan Documents.

     4.     BORROWER REPRESENTATIONS AND WARRANTIES.  Borrower represents and
warrants to Lender that, as of the later of the Agreement Date and the
Effective Date:

     4.1    No default or event of default under any of the Loan Documents as
modified hereby, nor any event that, with the giving of notice or the passage
of time or both, would be a default or an event of default under the Loan
Documents, has occurred and is continuing.

     4.2    Except for the termination of Borrower's employment with
Catalyst, there has been no material adverse change in the financial
conditions of Borrower or any other person whose financial statement has been
delivered to Lender in connection with the Note from the most recent
financial statement received by Lender.

     4.3    Except for the termination of Borrower's employment with
Catalyst, all representations and warranties of Borrower in the Loan
Documents are accurate.

     4.4    Borrower has no claims, counterclaims, defenses, or set-offs with
respect to the Loan or the Loan Documents.

     4.5    The Note and the other Loan Documents executed by Borrower are
the legal, valid, and binding obligation of Borrower, enforceable against
Borrower in accordance with their terms.


<PAGE>


     5.     BORROWER OBLIGATIONS.  Contemporaneously with the execution and
delivery of this Agreement, Borrower:

     5.1     Agrees to promptly execute, deliver, and provide to Lender such
additional agreements, documents, and instruments as are reasonably required
by Lender to effectuate the intent of this Agreement.

     5.2     Fully, finally, and forever releases and discharges Lender and
its successors, assigns, directors, officers, employees, agents, and
representatives from any and all of Borrower's actions, causes of action,
claims, debts, demands, liabilities, obligations, and suits, of whatever kind
or nature, in law or equity, whether now known or unknown to Borrower, (i) in
respect of the Loan, the Loan Documents, or the actions or omissions of
Lender with respect to the Loan or the Loan Documents and (ii) arising from
events occurring prior to the Agreement Date.

     6.     EXECUTION AND DELIVERY OF AGREEMENT BY LENDER.  Lender shall not
be bound by this Agreement until (i) Lender has executed and delivered this
Agreement, (ii) Borrower has performed all of the obligations of Borrower
under this Agreement to be performed contemporaneously with the execution and
delivery of this Agreement, (iii) Borrower has entered into a severance
agreement in form and substance reasonably satisfactory to the Lender
evidencing the Borrower's ability to repay the Note in accordance with its
terms as modified hereby, and (iv) the guarantor of the Loan has executed the
Acknowledgement and Consent attached to this Agreement.

     7.     INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR
WAIVER.  The Loan Documents as modified herein contain the complete
understanding and agreement of Borrower and Lender with respect to the Loan
and supersede all prior representations, warranties, agreements,
arrangements, understandings, and negotiations.  No provision of the Loan
Documents may be changed, discharged, supplemented, terminated, or waived,
except in a writing signed by the parties thereto.

     8.     BINDING EFFECT.  The Loan Documents shall be binding upon and shall
inure to the benefit of Borrower and Lender and their successors and
assigns, as well as the executors, legal administrators, personal
representatives, heirs, devisees, and beneficiaries of Borrower, provided,
however, that Borrower may not assign any rights nor delegate any obligations
under the Loan Documents, and any purported assignment or delegation thereof
shall be void.

     9.     CHOICE OF LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of  Wisconsin, without giving effect
to conflicts of law principles.

    10.     COUNTERPART EXECUTION.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.  Signature pages may be
detached from the counterparts and attached to a single copy of this
Agreement to form one physical document.

    11.     NOT A NOVATION.  This Agreement is a modification only and not a
novation.  Except for the modifications expressly set forth in this
Agreement, the Note and each other Loan Document, and all the terms and
conditions thereof, shall be and remain in full force and effect, with the
changes herein deemed to be incorporated therein.  This Agreement is to be
considered attached to the Note and made a part thereof.  This Agreement
shall not release or affect the liability of any guarantor, surety or
endorser of the Note or the Loan, or release any owner of


<PAGE>


collateral securing the Note or the Loan.  The validity, priority and
enforceability of the Promissory Note shall not be impaired hereby.

     IN WITNESS WHEREOF, Borrower has executed and delivered this Promissory
Note Modification Agreement on the Agreement Date, with effect as of the
Effective Date.

                                        BORROWER:
                                        ___________________________________
                                        Sean P. McGowan


LENDER'S ACKNOWLEDGMENT AND AGREEMENT:

The foregoing Promissory Note Modification Agreement is hereby acknowledged
and agreed to this _____ day of March, 2001.

                                        BANK ONE, WISCONSIN

                                        By:_________________________________
                                        Patrick C. O'Connor, Vice President


ACKNOWLEDGMENT AND CONSENT BY GUARANTOR:

The undersigned hereby (i) consents to the modification of the Loan Documents
and to all other matters in the  foregoing Agreement; (ii) reaffirms the
guaranty executed by the undersigned dated September 17, 1999, and any other
agreements, documents and instruments securing or otherwise related thereto
(the "Guarantor Documents"); (iii) acknowledges that the Guarantor Documents
continue in full force and effect, remain unchanged (except as specifically
modified hereby) and are valid, binding and enforceable in accordance with
their respective terms; (iv) agrees that all references, if any, in the
Guarantor Documents to the Loan Documents are modified to refer to those
documents as modified by the Agreement; and (v) agrees to be bound by the
release of Lender as set forth in the Agreement. All capitalized terms above
not otherwise defined have the meanings given them in the foregoing
Agreement.

                                       CATALYST INTERNATIONAL, INC.


                                       By: _________________________________
                                       Its: ________________________________


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