EXHIBIT 10.12



October 1, 2001



Mr. David H. Jacobson
1920 Clover Road
Northbrook, IL  60062

Dear David,

     This letter will set forth the agreement between you and Catalyst
International, Inc. (the "Company") concerning the acceleration in certain
circumstances of the vesting of options you have received to purchase shares
of common stock of the Company pursuant to the Company's 2001 Stock Option
Plan (the "Plan").  The Company has agreed as follows:

     1.     Acceleration of Vesting of Options in Certain Circumstances.
Notwithstanding the terms of any and all Nonqualified Stock Option
Agreement(s) and/or Incentive Stock Option Agreement(s) (collectively, the
"Option Agreements") between you and the Company which governs the vesting of
options to purchase common stock of the Company which you have received
pursuant to the Option Agreements (collectively the "Options"), all of the
Options shall immediately vest upon the date of a "Change in Control" (as
defined below).  In the event that the Options vest pursuant to this
paragraph, the terms of the Plan and the Option Agreements governing the
Options shall apply with respect to the time periods and terms and conditions
under which you may exercise such vested Options.

     2.     Definition of Change in Control.  For purposes hereof, a "Change
in Control" shall mean any of the following events:

     i.     the date of the acquisition by an individual, entity or group
[within the meaning of Section 13(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")] (a "Person"), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of either (a) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a Change in Control: (a) any
acquisition directly from the Company, (b) any acquisition by the Company,
(c) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company, or (d) any acquisition by any corporation
pursuant to a transaction which complies with clauses (a) and (b) of
subsection (ii) of this Section 2; or

     ii.     the date of consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company for which


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approval of the stockholders of the Company is required (a "Business
Combination"), in each case, unless, immediately following such Business
Combination, (a) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, and (b) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Board of Directors at the time of
the execution of the initial agreement, or of the action of the Board of
Directors of the Company, providing for such Business Combination; or

     iii.     the date of approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.

     3.     Effect of this Letter.  Except as specifically addressed herein,
all of the terms and conditions of the Option Agreements shall remain in full
force and effect in accordance with their terms.  Nothing herein shall be
deemed to confer upon you any rights to continue as an employee of the
Company, it being understood by you that you remain an employee at will for
the Company.

     4.     Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Wisconsin, without regard to
principles of conflicts of law thereunder.

     If the foregoing accurately describes the agreement between you and the
Company, please so indicate by signing a copy of this letter in the space
provided below and returning it to the Company.


                                       Sincerely,

                                       /s/ Douglas B. Coder
                                       ---------------------------
                                       Douglas B. Coder
                                       Chairman of the Board


Accepted and agreed to this 1st day of October 2001.

By: /s/ David H. Jacobson
   ---------------------------
David H. Jacobson

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