EMPLOYMENT AGREEMENT

                                 By and Between

                                 TEKSOFT, INC.

                                As the Employer

                                      And

                                 GARY L. FULTON

                                As the Employee



                           Dated: January 10th, 2000



                                   <Page 80>



                              EMPLOYMENT AGREEMENT

                              --------------------



     THIS EMPLOYMENT  AGREEMENT  ("Agreement"),  by and  between  TEKSOFT,  INC.

("Employer"), an Arizona corporation having a principal place of business  16121

N 78th  Street #101  Scottsdale, AZ  85260  and GARY  L. FULTON,  an  individual

residing at 6001 East Beryl, Scottsdale,  Arizona, 85253, made the day and  year

last written below and to be effective as of January 1, 2000.



     WHEREAS, the  parties  hereto  desire to  provide  for  the  employment  of

Employee by Employer upon the terms and conditions herein set forth; and



     WHEREAS, OnCourse Technologies, Inc. ("Parent"), a Nevada corporation  with

a principal office at 3106 South 166th Street, New Berlin, Wisconsin, 53151,  is

the sole shareholder of Employer.



     NOW, THEREFORE, in consideration of the  promises and the mutual  covenants

and agreements contained herein, the parties hereto mutually agree as follows:



                                  ARTICLE ONE



                               Term of Employment

                               ------------------



     The Employer hereby employs  the Employee and  the Employee hereby  accepts

employment with the Employer  as a salaried  employee for a  period of five  (5)

years, commencing on January 1, 2000 and terminating on January 31, 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, advisor  and  systems  designer  and  programmer  of  Employer,  and

Employee accepts such employment and agrees to perform the duties appropriate to

such office and such other duties, consistent with the duties Employee performed

for Employer prior  to the effective  date of this  Agreement, as  the Board  of

Directors of Employer shall also from time to time direct. During any period  in

which Employee holds  any one  or more offices  of Employer,  including but  not

limited  to  President,  Secretary  and/or  Treasurer,  his  duties  under  this

Agreement shall include the duties appropriate to such office. By way of example

and not  limitation, Employee  shall, to  the extent  applicable to  him in  his

activities as  Employee or  in any  other capacity  in which  he may  serve  the

Employer, be responsible to:



          (a) Assist the Employer in the  recruitment of professional and  staff

     personnel and the development of job standards.



          (b) Assist  the Employer  in supervision  of the  other executive  and

     staff personnel  of the  Employer and  evaluation  of executive  and  staff

     performance.



          (c) Assist  the  Employer in  controlling  costs and  participate,  if

     requested by  the Employer,  in the  preparation of  operating and  capital

     budgets (including projections for revenues and expenditures).



          (d) Assist the  Employer in  developing and  marketing the  Employer's

     products and services.





          (e) Maintain  and  provide  to Employer  customer  records  and  other

     information in  a form  that permits  the information  to be  validated  by

     Employer.



                                   <Page 81>



          (f) Perform  such other  functions  or duties  as  from time  to  time

     reasonably directed by  the Employer, consistent  with the duties  Employee

     performed for the Employer prior to  the effective date of this  Agreement,

     or as otherwise required by this Agreement.



     Section 2.02. Place of Employment. The services of Employee shall be

     ------------  --------------------

rendered principally at 16121  N 78th Street #101  Scottsdale, AZ 85260, and  at

and 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  Scottsdale Arizona 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.

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