EXHIBIT 10.60

7TH WAVE CONSULTING
Heartsoft Agreement

May 17, 2001

Heartsoft
3101 North Hemlock Circle
Broken Arrow, OK 74012

This agreement is made as of this the 17th day of May 2001, by and between 7th Wave Consulting a California based company, having an address at 1047 Gull Avenue, Foster City, CA 94404, and Heartsoft, a Oklahoma corporation, having an address at 3101 North Hemlock Circle, Broken Arrow, OK 74012.

This agreement will allow for compensation to 7th Wave Consulting for referring Heartsoft's Internet Safari product to Mega Systems for distribution into the US and/or International retail sales channel. The terms of this agreement will be based on 7th Wave consulting introducing and presenting Heartsoft's Internet Safari product to Mega Systems, working with Heartsoft during the contract stage and advising Heartsoft on the opportunity.

In consideration for this service, 7th Wave Consulting shall be paid a one-time fee of for the introduction to an entity providing the service of retail distribution. The one-time fee of is due with-in 30 days of signing the contract between Heartsoft and Mega Systems.

Accepted by / Date: /s/ Benjamin P. Shell 5/21/01
                    -----------------------------


Accepted by / Date:  /s/ Jerry Rosenbusch 5/21/01
                     ----------------------------

EXHIBIT 10.61

CONSULTING AGREEMENT

THIS AGREEMENT is dated the 1st day of June, 2001, between INTERCAP FUNDING LTD., 649 Arlington Avenue, Westfield, New Jersey 07090 (the "Consultant"); and HEARTSOFT, INC., 3101 North Hemlock Circle, Broken Arrow, Oklahoma 74012 (the "Company").

WHEREAS, pursuant to that certain Non Circumvention and Consulting Agreement by and between the Company and Consultant dated February 1, 1999 (the "Non Circumvention and Consulting Agreement"), the Company retained the Consultant to provide certain consulting services on a best efforts basis;

WHEREAS, the Company wishes to continue to retain the Consultant to provide certain consulting services on a best efforts basis and both parties desire to replace the Non Circumvention and Consulting Agreement with this Agreement; and

WHEREAS, the Company wishes to retain the Consultant to provide the services as hereinafter more specifically described and the Consultant has agreed to be so retained to provide such services on a best efforts basis during the term of this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter expressed, the parties agree as follows:

Section 1. TERM OF AGREEMENT. This Agreement shall begin on June 1, 2001, and remain in effect for one hundred and eighty (180) days and shall be considered renewed on the first day of each month thereafter by mutual consent for nine (9) months, unless terminated in writing by either party thirty (30) days prior to the next renewal date.

Section 2. CANCELLATION OF NON CIRCUMVENTION AND CONSULTING AGREEMENT. This Agreement replaces the Non Circumvention and Consulting Agreement. The Non Circumvention and Consulting Agreement is hereby cancelled by mutual consent of both parties and, as of the date hereof, will no longer be of any force or effect.

Section 3. SURRENDER OF RIGHTS TO WARRANTS. As partial consideration for entering into this Agreement, the Consultant agrees to surrender any and all rights the Consultant has or might have to any warrants to purchase shares of common stock of the Company to which the Consultant is or might be entitled pursuant to the Non Circumvention and Consulting Agreement.

Section 4. COMPANY OBLIGATIONS. The Company shall provide the Consultant with all applicable Company documentation reasonably necessary for the Consultant to carry out his obligation as further described in Section 5 of this Agreement. The Company is obligated to pay the agreed upon remuneration as referred to in Section 6 below, and to take all steps

necessary to assure that the Consultant and the Company comply with all applicable country, federal and/or state laws. The Company will not withhold any monies for any country, federal, state or local taxing authorities from fees/commissions earned by the Consultant pursuant to this Agreement. When applicable, the Company shall prepare and file a Form 1099 with the Internal Revenue Service (IRS), reporting compensation paid to the Consultant.

Section 5. CONSULTANT OBLIGATIONS. The Company hereby retains the Consultant to provide the following services on a best efforts basis:

(A) Provide liaison with the investment and banking community;

(B) Assist in the targeting of potential investors, mergers, acquisitions and marketing;

(C) Assist with negotiations and structuring potential business opportunities and acquisitions;

(D) Assist in promotion and advertisement;

(E) Act as liaison to negotiations when called upon; and

(F) Introduce certain persons and organizations ("Introduced Parties") with the hope and intent that the introduced parties may invest in, enter into a licensing agreement with or otherwise finance the development of the Company or any of its affiliates (as defined below - an "Investment").

(G) Assist Company in achieving all Company objectives and financial goals.

Section 6. REMUNERATION. In the event that during the term of this Agreement, the Company or any of its affiliates receives an Investment from any of the Introduced Parties, the Company shall pay to the Consultant, immediately upon the closing of such Investment, without deduction for any amounts which may be owed to other parties in connection with such Investments, a finder's fee in cash equal to 66 percent of all amounts of any cash or the fair market value of any other consideration received by the Company, or any of its affiliates, from any of the Introduced Parties during the term of the Agreement.

Section 7. AFFILIATE. For the purpose of this Agreement, the term Affiliate shall mean, with respect to any entity, any other entity that controls, is controlled by, or is under common control with such entity, where the term "control" means direct or indirect possession of at least twenty percent (20%) of the voting securities or comparable equity interest by or in such entity. Affiliate shall also include any joint venture, partnership or other similar entity, not included in the foregoing, to which or any of its affiliates, is a party and which receives an Investment from any of the Introduced Parties.

Section 8. CONFIDENTIALITY OF PROPRIETARY INFORMATION. The Consultant agrees, during or after the term of this Agreement, not to reveal confidential information or trade secrets to any person, firm, corporation or entity.

Section 9. REIMBURSEMENT OF EXPENSES. The Consultant may incur reasonable expenses in furthering the Company's business, including expenses for entertainment, travel and similar items. The Company shall reimburse the Consultant for all business expenses that have been approved after the Consultant presents an itemized account of expenditures and supporting original receipts.

Section 10. DEATH BENEFIT. Should the Consultant die during the terms of this Agreement, the Company shall pay to the Consultant's estate any fees/commissions due and all commissions earned on existing business introduced to the Company by the Consultant prior to death in accordance with this Agreement.

Section 11. ASSISTANCE IN LITIGATION. The Consultant shall upon reasonable notice furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after being engaged with the Company.

Section 12. CONTROLLING LAW. This Agreement shall be controlled, construed and enforced in accordance with the laws of the state of New Jersey.

Section 13. EFFECT OF PRIOR AGREEMENTS. This Agreement supercedes any prior agreement between the Company or any predecessor of the Company and the Consultant, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Consultant of a kind elsewhere provided and not expressly provided in this Agreement.

Section 14. SETTLEMENT BY ARBITRATION. Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court with jurisdiction.

Section 15. SEVERABILITY. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 16. CAPTIONS. Captions of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.

Section 17. ASSUMPTION OF AGREEMENT BY SUCCESSORS AND ASSIGNEES. This Agreement shall not be assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the

Company and the Consultant rights and obligations under this Agreement will inure to the benefit and be binding upon their successors and assignees.

Section 18. ORAL MODIFICATIONS NOT BINDING. This instrument is the entire agreement of the Company and the Consultant. Oral changes shall have no effect. It may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

Section 19. TIME IS OF AN ESSENCE. Time is of the essence of this Agreement and each covenant and term a condition herein.

Section 20. INTEGRATION. This Agreement and any attached exhibits contain the entire agreement between parties. Any amendments to this Agreement shall be made in writing and executed by both parties.

IN WITNESS WEHREOF, the Company has caused this Agreement to be executed in its corporate name by one of its corporate officers, and the Consultant has set its hand to this Agreement as of the day and year written below.

IN WITNESS WHEREOF the parties have hereunto executed this Agreement as of the day and year above written.

ACCEPTED ON BEHALF OF: INTERCAP FUNDING LTD.

Per: /s/ Hugh P. Duddy                          DATE 06/01/01
     ----------------------------------              --------
         Hugh P. Duddy

ACCEPTED ON BEHALF OF: HEARTSOFT, INC.

Per: /s/ Benjamin Shell                         DATE 06/01/01
     ----------------------------------              --------
         Benjamin Shell, Chairman, CEO

EXHIBIT 10.62

INVESTMENT BANKING AGREEMENT

This Agreement is made and entered into as of the 1st day of June 2001, between Heartsoft, Inc. (the "Company") and First Avantus Securities, Inc. (the "Consultant").

WITNESSETH:

WHEREAS, The Company is a public company and its securities are traded in the over-the-counter market; and

WHEREAS, Consultant has experience in providing financial and business advice to public and private companies; and

WHEREAS, the Company is seeking and Consultant is willing to furnish business and financial related advice and services to the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1) DUTIES OF CONSULTANT

a) Consultant represents and warrants to the Company that (i) it is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD) and that it is engaged in the securities brokerage business; (ii) in addition to its securities brokerage business, Consultant provides consulting advisory services; and (iii) it is free to enter into this Agreement are not in conflict with any other contractual or other obligation to which Consultant is bound. The Company acknowledges that the Consultant is in the business of providing financial services and consulting advice (of the type contemplated by this Agreement) to others. Nothing herein contained shall be constructed to limit or restrict the Consultant in conducting such business with respect to others, or rendering such advice to others.

b) During the term of this Agreement, the Consultant will provide the Company with consulting advice as specified below, provided that the Consultant shall not be required to undertake duties not reasonable within the scope of the consulting advisory service in which Consultant is engaged generally. In performance of these duties, the Consultant shall provide the Company with the benefits of their best judgment and efforts. It is understood and acknowledged by the parties that the value of the Consultant's advice is not measurable in any quantitative manner, and that the amount of time spent rendering such consulting advice shall be determined according to the Consultant's discretion.

c) Subject to market conditions, the Consultant's duties, on a best efforts basis only, may include, but will not necessarily be limited to:

(1) Recommendations relating to specific business operations and investments;

(2) Advice relating to financial planning

(3) Create a wider awareness of the Company by, among other things, introducing Company to Broker-Dealers, IR/PR consulting firms, fund managers, and institutional investors.

(4) The set up and coordination of road shows and investor conferences at the Company's sole expense

2) TERM

The term of this Agreement shall be for one (1) year commencing as of the execution of this Agreement ("Commencement Date"); provided, however, that this Agreement may be renewed or extended upon such terms and conditions as may be mutually agreed upon by the parties hereto.

3) PURCHASE OF STOCK

As part of this Agreement, the Company shall sell to the Consultant or its designees shares of the Company's Common Stock ("Shares") at $.001 per share.

The Shares shall be free and clear of all liens, pledges, charges, restrictions, claims or encumbrances, and upon delivery of the certificate (s) evidencing the Shares, the Consultant or its designee (s) will acquire good and marketable title to the Shares, free and clear of all liens, pledges, charges, claims, restrictions and encumbrances, except that such Shares shall be "restricted" Common Stock within the meaning of the Securities Act of 1933 (the "Act").

The Consultant acknowledges that the certificate (s) for the Shares will be legended to indicate that the Shares represented thereby have not registered under the Act, as amended, and were acquired for investment and may not be pledged, hypothecated, publicly sold or transferred (except to officers, directors, employees, or designees of the Consultant) in the absence of a Registration Statement effective under the Act for the Shares or an opinion of counsel satisfactory to the Company that registration is not required under the Act.

If at any time following the execution of this Agreement the Company files a Registration Statement with the Securities Exchange Commission, the holder of the Shares will be entitled to include all of the Shares issued pursuant to this Agreement or any subsequent share issuance to Consultant or its designees in the registration statement. Company shall use its best efforts to make the registration statement effective as soon as is practicable after its filing.

4) GOOD FAITH PERFORMANCE

In the performance of its services, Consultant shall be obligated to act only in good faith, and shall not be liable to the Company for errors in judgment not the result of willful misconduct. Consultant may look to such others for such factual information, economic advice and/or research upon which to base its advice to the Company hereunder as Consultant shall in good faith deem appropriate.

5) MISCELLANEOUS

a) Any notice or other communication between parties hereto shall be sufficiently given if sent by certified or registered mail, postage prepaid, if to the Company, address to it at 3101 Hemlock Circle, Broken Arrow, Oklahoma 74012, or if to the Consultant, addresses to it at 9606 North Mopac, Suite 100 Austin Texas 78759, or to such addresses as may be hereafter designated in writing by one party to the other. Such notice or other communication shall be deemed to be given on the date mailed.

b) Subject to applicable state and federal securities laws, Heartsoft agrees, during the term of this Agreement, to give at least five days written notice to Consultant prior to any sale of equity securities of the Company to a single investor or a series of investors during a single placement as long as the value of such equity securities values in excess of $250,000 in the aggregate. The forgoing notwithstanding this section will in no way affect Heartsoft's right sell any of its equity securities.

c) This Agreement embodies the entire Agreement and understanding between the Company and the Consultant and supersedes any and all negotiation, prior discussions and preliminary and prior agreements and understanding related to the subject matter hereof.

d) This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and Consultant.

e) This Agreement shall be constructed and interpreted in accordance with the laws of the State of Texas and venue for any dispute shall lie solely in Travis County, Texas.

f) This Agreement and the rights hereunder may not be assigned by either party (except by operation or law) and shall be binding upon and enure to the benefit of the parties and their respective successors, assigns and legal representatives.

g) If at any time while the Shares are not registered and/or are restricted the Company issues any capital stock (or any warrants, rights, options, or other securities with rights to equity ownership), other than issuances pursuant to the Company's approved employee stock option plan, without consideration or for consideration per share with a value less than the market price for the Company's common stock, the Company shall offer the Consultant the opportunity to purchase, at the same price as the new party, additional shares as is required to maintain Consultant's equity ownership percentage in Company following such issuance.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

HEARTSOFT, INC.

By:  /s/ Benjamin P. Shell
  -------------------------------------------
         Chairman & CEO

First Avantus Securities, Inc.

By:  /s/ Kyle Holland
  -------------------------------------------
         Kyle Holland, Its Authorized Officer

EXHIBIT 10.63

MARKETING AGENT AGREEMENT

THIS AGREEMENT is entered into as of this 1st day of June, 2001 by and between K-12 MICROMEDIA PUBLISHING, INC., a ______________________ corporation, and HEARTSOFT, INC., a Delaware corporation as follows:

WHEREAS, Heartsoft, Inc.(Heartsoft) wishes to appoint K-12 MicroMedia, Publishing, Inc. (K-12 MicroMedia) an educational reseller based in Mahwah, New Jersey, to serve as a marketing agent to New York City Board of Education (NYC BOE) for Heartsoft products covered under the New York City Board of Education contract OMA number 1Z729, item class number 6, effective March 20, 2001 through July 31, 2003, the following terms and conditions have been mutually agreed upon:

1. K-12 MicroMedia will provide the following marketing services to New York City Board of Education schools:

A. Distribute Heartsoft NYC BOE Price Lists and product information to school and district contacts on a regular basis, but no less than twice per school year.
B. Feature Heartsoft products, promotions and pricing in a predominate place in K-12 MicroMedia newsletter and catalogs distributed to NYC BOE schools.
C. Feature and demonstrate Heartsoft products in a predominate location within the K-12 MicroMedia booth at regional technology conferences held by the NYC BOE, at no less than four conferences per school year.
D. Conduct product demonstration to district and school personnel for qualified purchase opportunities.
E. Provide a link from the K-12 MicroMedia website to Heartsoft website, including a link to promote Internet Safari demonstration version download.
F. Other marketing activities as necessary to adequately represent Heartsoft products and mutually agreed upon by both parties.
G. Submit an outline of planned marketing activities for the year at the beginning of each contract year. This report shall be received by the 30th of the first full month of the contract for each year of the contract.
H. Provide a quarterly report of marketing actitivies conducted by K-12 MicroMedia in support of the NYC BOE/Heartsoft contract. This report shall be received by the 20th of the month following the end of the quarter. For example, for the quarter ending June 30, 2001, the report will be received by July 20, 2001.

2. Heartsoft, Inc will provide the following compensation and services to K-12 MicroMedia in support of their marketing activities to NYC BOE:

A. Pay K-12 MicroMedia a marketing commission of % of sales based on cash collections to Heartsoft from NYC BOE. This commission shall be paid quarterly on the 30th of the month following the end of the quarter. For example, commissions for the quarter ending June 30, 2001 will be paid on

July 30, 2001. Any outstanding balance (i.e. sales where cash has not been collected during the month) for products will be deducted from amount due to K-12 MicroMedia prior to payment of marketing commissions.
B. Provide K-12 MicroMedia with monthly reports for sales to the NYC BOE and K-12 Micromedia. These reports will be provided by the 20th of the month following the sales month. For example, the monthly report for April 2001 will be provided by May 20, 2001.
C. Provide product literature and demo CDs as needed to support marketing efforts in NYC BOE schools.
D. Provide training for the staff of K-12 MicroMedia on Heartsoft product line and selling strategies.
E. Provide personnel, as available, to support K-12 MicroMedia staff in demonstrating Heartsoft products at technology conferences.
F. Develop joint sales and marketing efforts to close large sales opportunities, this may include activities such as joint sales calls and inside sales call campaigns.
G. Provide a co-branded Internet Safari demonstration version download web page and share all leads obtained from the co-branded web page during the term of the contract.
H. Provide creative design service and/or electronic files of Heartsoft products, logos, etc. as needed and mutually agreed upon for the creation of marketing materials in support of this contract.

3. K-12 MicroMedia, as an extension of this contract, may on occasion accept purchase orders directly from NYC BOE at the contract price and these sales will be included in the calculation of both marketing commissions and performance incentives, provided these purchase orders meet the following criteria:

A. Contain orders for products from multiple publishers;
B. Contain orders for only Heartsoft products at a limited time special promotion pricing not covered by the NYC BOE contract or for Heartsoft products not on covered by the NYC BOE contract.
C. Other mutually agreed upon conditions that are beneficial to NYC BOE, K-12 MicroMedia and Heartsoft.

For these orders, K-12 MicroMedia will order the product at their standard reseller discount. Heartsoft will drop ship the product directly to the customer or to K-12 MicroMedia as stated on the K-12 MicroMedia purchase order to Heartsoft. K-12 MicroMedia will be responsible for payment of these purchase orders under their normal reseller terms and conditions.

4. TERM OF CONTRACT: The agreement shall be valid until July 31, 2002. This agreement shall be eligible for automatic extension in 12 month periods provided K-12 MicroMedia provides proof of meeting the marketing criteria stipulated above through submission of monthly marketing reports and sales of Heartsoft products to NYC BOE meets or exceeds the following sales objectives: First contract period -

$ in sales. Each additional contract period the sales objective shall be to meet or exceed % of the previous 12 month period. Should the above stipulated criteria for automatic extension not be met, this contract may be extended for a period of 12 months upon mutual agreement of both parties.

5. REPRESENTATIONS: Should K-12 MicroMedia Publishing fail to meet the marketing terms as specified in this Agreement, Heartsoft shall provide notification in writing of the specific contract points in question and K-12 MicroMedia shall have 60 days to come into full contract compliance. In the event that K-12 MicroMedia does not meet the 60 day deadline, Heartsoft may terminate the Agreement by providing notification of contract dissolution in writing, delivered to K-12 MicroMedia via certified mail or other trackable delivery service.

6. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no representations, understanding or agreement that are not fully expressed in this Agreement. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Oklahoma. In the event that any portion of this agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. Recipient may not sell, transfer, assign, sublicense or subcontract any right or obligation hereunder without the prior written consent of Heartsoft, Inc.

7. ARBITRATION: Any controversy or claim arising out of or relation to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The prevailing Party in such arbitration shall be entitled to recover reasonable attorneys' feed and arbitration costs, unless otherwise decided by the arbitrators.

IN WITNESS HEREOF, the parties hereto have executed the Agreement as of the 1st day of June, 2001.

K-12 MicroMedia Publishing, Inc.            Heartsoft, Inc.

By:  /s/ A. G. Schweikez                    By: /s/ Juanita L. Seng

Name: Anthony G. Schweikez                  Name: Juanita L. Seng

Title: President                            Title:  Vice President, Sales

EXHIBIT 10.64
OFFICER PAYABLE

JUNE 12, 2001

FOR VALUE RECEIVED, Heartsoft, Inc. agrees to pay:

Mr. Jimmy Butler 3804 West Urbana Broken Arrow, Oklahoma 74012

the sum of $43,000 (forty-three thousand dollars), with no interest from the date written above until paid. This loan was provided to the Company on December 21, 2000 and reflected in the Officer's Shareholder Payable Account.

This Officer Payable is due nine (9) months from January 1, 2001.

Heartsoft shall reserve the right to prepay this Officer Payable in whole or in part prior to its due date without premium or penalty.

Heartsoft, signers, and endorsers of this Officer Payable severally waive demand, presentment, notice of dishonor, diligence in collection and notice of protest and agree to all extensions and partial payments before or after maturity, without prejudice to the holder. This written Officer Payable represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

Heartsoft, Inc.

by:      /s/ Benjamin P. Shell
         Chief Executive Officer


by:      /s/ Rodger Graham
         Chief Financial Officer

EXHIBIT 10.65
LETTER AGREEMENT

The Glenn A. Chalker Revocable Trust
Dated June 15, 1993 June 14, 2001 Attn: Glenn A. Chalker, Trustee
11331 South Erie
Tulsa, OK 74147

Dear Mr. Chalker:

This Letter Agreement will reflect our understanding that you have agreed to loan Heartsoft, Inc. (the "Company" or "Heartsoft") an additional $50,000 (the "Additional Loan") by amending and restating that certain Convertible Promissory Note by and between the Company and The Glenn A. Chalker Revocable Trust Dated June 15, 1993 ("Chalker") dated January 24, 2001 in principal amount of $250,000 ("Convertible Note") and the related Security Agreement by and between the Company and Chalker of even date ("Security Agreement"). In order to induce Chalker to make the Additional Loan, subject to the terms of this Letter Agreement, the Company agrees to issue to Chalker 100,000 shares of common stock (the "Additional Shares"), par value $0.0005 per share, of the Company (the "Issuance"), as provided below.

The Additional Loan and the Issuance will be made in accordance with the following terms and conditions:

1. Chalker shall delivered to the Company a check in the amount of $50,000. On receipt in full of the foregoing, the Company shall issue and deliver a certificate representing the Additional Shares to Chalker.

2. Upon and simultaneously with the deliveries described in paragraph 1 above, the Convertible Note and the Security Agreement shall be deemed to be amended and restated, without further action of the parties, in the forms attached to this Letter Agreement.

3. To induce the Company to amend and restate the Convertible Note and the Security Agreement and to issue the Additional Shares, Chalker hereby represents and warrants to the Company that:

(a) this Agreement, when executed and delivered by Chalker, will constitute a legal, valid and binding obligation enforceable against Chalker in accordance with its terms;

(b) the Additional Shares are being acquired by Chalker for investment purposes only, for the account of Chalker and not with the view to any distribution thereof;

(c) Chalker is an "accredited investor" as that term is defined in the Act; and

(d) Chalker is aware that the Additional Shares have not been registered under the Securities Act of 1933 (the "Act") and its ability to sell or dispose of the Additional Shares will be restricted. Chalker is subscribing for the Additional Shares with full knowledge of such limitation. Chalker acknowledges that it is aware that the Additional Shares may not be resold or offered by it for sale in the absence of:
(i) an effective registration statement under the Act covering the Additional Shares; or (ii) an opinion of counsel satisfactory to the Company that registration under the Act is not necessary. Chalker consents to the placing of a restrictive legend on the Additional Shares indicating that the Additional Shares have not been registered under the Act, and Chalker understands that the Company will notify its transfer agent that the Additional Shares are so restricted.

4. Chalker acknowledges that:

(a) Chalker has been provided and has read the following documents:

(i) Annual Reports on Form 10-KSB dated July 14, 2000 and September 28, 2000, containing audited financial statements for the fiscal years ending March 31, 2000 and June 30, 2000;

(ii) Quarterly Report on Form 10-QSB dated November 14, 2000, containing unaudited interim financial statements for the period ending September 30, 2000;

(iii) Quarterly Report on Form 10-QSB dated February 14, 2001 containing unaudited interim financial statements for the period ending December 31, 2000; and

(iv) Quarterly Report on Form 10-QSB dated May 15, 2001 containing unaudited interim financial statements for the period ending March 31, 2001.

(b) Chalker has been provided opportunities to ask questions of representatives of the Company regarding the risks and merits of his purchase hereunder and to obtain any additional information necessary to verify the accuracy of the information contained in the above-mentioned documents and to obtain non-confidential public information about the Company, its operations and prospects from the time of such documents through the date hereof. Upon the basis of Chalker reading the above mentioned documents and Chalker's discussion with representatives of the Company, Chalker possesses sufficient information to understand the risk and merits associated with his purchase hereunder and to verify the accuracy of information received; provided,

however, that the foregoing shall not in any way waive, prejudice or otherwise adversely affect Chalker's right to rely on the Company's representations and warranties contained herein or otherwise given in connection with the purchase of the Convertible Note and the Additional Shares.

5. To induce Chalker to enter into this Agreement and to amend and restate the Convertible Note and the Security Agreement and acquire the Additional Shares, the Company hereby represents and warrants to Chalker as follows:

(a) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Company has the requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement.

(b) The Additional Shares, when issued and delivered pursuant to terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

(c) This Agreement and the issuance of the Additional Shares contemplated hereby have been duly authorized by all necessary action on behalf of the Company. This Agreement has been duly executed and delivered by authorized officers of the Company, is a valid and binding agreement on the part of the Company and is enforceable against the Company in accordance with its terms. All actions necessary to the authorization, issuance and delivery of the Additional Shares as contemplated by this Agreement have been taken by the Company.

6. The Company agrees to take all necessary action to cause the issuance of the Additional Shares to Chalker, including the issuance of appropriate instructions to its transfer agent.

7. Chalker and the Company agree that each will execute such other documents as may be necessary or desirable in connection with the transactions contemplated hereby.

8.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to the conflicts of laws principles thereunder.

(b) Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when actually received or when sent by cable, telegraph, or telex (and confirmed by first class mail, postage prepaid) to the addresses set forth below or to such other address or addresses the parties may designate by similar notice.

If to the Company:     Heartsoft, Inc.
                       3101 North Hemlock Circle
                       Broken Arrow, OK 74012
                       Attention:  Benjamin Shell

If to Chalker:         The Glenn A. Chalker Revocable Trust
                          dated June 15, 1993
                       Attn:  Glenn A. Chalker, Trustee

With a Copy to:        Del L. Gustafson
                       Hall, Estill, Hardwick, Gable, Golden & Nelson

(c) Each party bears the cost of expenses and attorney fees in connection with this Letter Agreement.

(d) This Agreement may be executed in any number of counterparts, each signed by different persons and all of said counterparts together shall constitute one and the same instrument, and such instrument shall be deemed to have been made, executed and delivered on the date first hereinabove written, irrespective of the time or times when the same or any counterparts thereof actually may have been executed and delivered a counterpart thereof to the Company and Chalker.

(e) This Agreement, the Letter Agreement by and between the Company and Chalker dated January 24, 2001, the Amended and Restated Convertible Promissory Note by and between the Company and Chalker dated as of the date hereof, the Amended and Restated Security Agreement by and between the Company and Chalker dated as of the date hereof and the exhibits thereto contain the entire agreement of the parties hereto and may not be modified, altered or changed in any manner whatsoever, except by a written agreement signed by the parties hereto.

HEARTSOFT, INC.

By: /s/ Benjamin Shell
    ----------------------------------------
     Benjamin Shell, Chairman and CEO

ACCEPTED AND AGREED TO:

THE GLENN A. CHALKER REVOCABLE
TRUST DATED JUNE 15, 1993

By:  /s/ Glenn A. Chalker
     -------------------------------
         Glenn A. Chalker, Trustee

Date: June 14, 2001

EXHIBIT 10.66

AMENDED AND RESTATED
SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT is made as of this 14th day of June, 2001, by Heartsoft, Inc., a Delaware corporation ("Debtor"), in favor of The Glenn A. Chalker Revocable Trust dated June 15, 1993 (the "Secured Party").

WHEREAS, the Secured Party has loaned $250,000 to Debtor pursuant to Convertible Promissory Note dated January 24, 2001;

WHEREAS, pursuant to that certain Letter Agreement by and between Debtor and Secured Party dated June 14, 2001, 2001, the Secured Party agreed to loan the Debtor an additional $50,000 (the "Additional Loan");

WHEREAS, to reflect the Additional Loan, the parties entered into that certain Amended and Restated Convertible Promissory Note dated June 14, 2001, 2001 (the "Note") which amended, restated and replaced the Convertible Promissory Note dated January 24, 2001; and

WHEREAS, in order to induce the Secured Party to loan $300,000 to Debtor, Debtor desires to pledge the Collateral to secure the Indebtedness.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor does hereby covenant and agree as follows:

1. DEFINITIONS. The terms as used herein shall be construed and controlled by the following definitions, and except as the context may otherwise require or as may be otherwise provided herein, the singular shall be deemed to include the plural and the plural shall be deemed to include the singular.

1.1 COLLATERAL. "Collateral" shall mean and include the following property: (i) all intangible property now owned or hereafter acquired by Debtor, including without limitation copyrights trademarks and patents (and related applications and registrations) held by Debtor (including without limitation those set forth on Schedule A hereto), (ii) the software product called "Internet Safari" and the source code and any related files (the "Software"), (iii) all accounts receivable of Debtor now owned or hereafter arising, (iv) all inventory of Debtor now owned or hereafter acquired, and (v) all proceeds of the foregoing property, or other property, rights or claims received upon the disposition of, collection upon, release or cancellation of, or otherwise on account of said property or any part thereof.

1.2 EVENT OF DEFAULT. "Event of Default" shall have the meaning set forth in Section 6.

1.3 INDEBTEDNESS. "Indebtedness" shall mean and include all indebtedness of Debtor to Secured Party arising out of or relating to the Note.

2. SECURITY INTEREST. Debtor hereby assigns and grants to Secured Party a security interest in the Collateral to secure the Indebtedness.

3. DELIVERY AND POSSESSION OF COLLATERAL. Prior to or contemporaneously with the execution and delivery hereof, or as soon thereafter as commercially practicable, Debtor shall deliver to Tullius Taylor Sartain & Sartain LLP the physical possession of the source code of the Software and Tullius Taylor Sartain & Sartain LLP shall agree in writing with Debtor and Secured Party to retain the source code in its possession pending receipt of written instructions signed by Debtor and Secured Party or issued by a court and Debtor shall file a financing statement with the Oklahoma County Clerk covering the Collateral. Debtor shall promptly prepare and file any other documents requested by Secured Party in order to evidence or perfect the security interest in the collateral, including without limitation a filing with the U. S. Patent and Trademark Office.

4. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to Secured Party that:

4.1 OWNERSHIP; FREE OF ENCUMBRANCES. Debtor is and will remain the legal and beneficial owner of the Collateral, free and clear of any prior liens, security interests, encumbrances or conflicting claims, or rights of any kind, except the security interest created hereby, and Debtor will not transfer or offer or attempt to transfer, by lease or sale or otherwise, any interest in the Collateral or possession thereof without the express written consent of Secured Party, except for collection of accounts receivable or sales of inventory in the ordinary course of business, and the use of proceeds thereof in the ordinary course of business. Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the Collateral or any interest therein. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office except such as may have been filed pursuant to this Security Agreement.

5. COVENANTS OF DEBTOR. Debtor covenants and agrees that so long as the Note shall be outstanding that:

5.1 Debtor will not create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness except for (i) liabilities incurred by Debtor in the ordinary course of its business and (ii) indebtedness not exceeding $1,000,000. The term "indebtedness" shall mean and include all items which in accordance with generally accepted accounting principles would be included in determining total liabilities as shown on the liability side of a balance sheet as of the date at which indebtedness is to be determined.

5.2 Debtor shall not amend its certificate of incorporation or its bylaws, except for amendments to the bylaws which do not affect the rights of Secured Party. Debtor shall comply with all of the provisions of its certificate of incorporation and its bylaws.

5.3 Debtor shall not, by operation of law or otherwise, merge with, consolidate with, acquire all or substantially all of the assets of, acquire all or substantially all of

the securities or interests in or otherwise combine with any other entity. This Section 5.3 shall not affect the ability of Debtor to organize subsidiaries in order to acquire other businesses as long as (a) all of the equity securities and debt and other securities convertible into, or exchangeable or exercisable for equity securities are owned by Debtor and (b) such organization does not materially adversely affect the performance by Debtor under the Note.

5.4 Debtor shall not sell, convey, transfer or dispose of any of its assets other (i) than sales of its inventory to its customers in the ordinary course of its business, (ii) sales of assets at a price equal to, or greater than, their fair market value and (iii) sales of assets that do not materially adversely affect the performance by Debtor of the Note.

5.5 Debtor shall take all actions necessary to preserve and to keep in fully force and effect its corporate existence. Debtor shall not take any action or omit to take any action, which act or omission may result in the loss of such corporate existence or the dissolution, liquidation or winding up of Debtor.

5.6 Debtor shall not declare or pay any dividends or incur any liability to make any other payment or distribution of cash or other assets of Debtor in respect of any equity security of Debtor.

5.7 Debtor shall not pay any bonuses or other extraordinary payments to any officer or director of Debtor, other than salaries currently in effect or bonuses which Debtor is currently obligated to pay.

5.8 Debtor shall use the proceeds from the Note for the conduct of its business in the ordinary course.

6. DEFAULT. The term "Event of Default" for all purposes of this Security Agreement shall mean the occurrence after the date hereof of one or more of the following:

6.1 NOTE PAYMENTS. Failure to pay principal or interest under the Note when and as the same shall become due and payable, whether at the due date thereof, by acceleration or otherwise and any such failure shall continue unremedied for five (5) days.

6.2 OTHER DEFAULT IN PAYMENT OR PERFORMANCE. Default in the payment, performance or observance by Debtor of any other obligation, covenant or liability contained or referred to herein or in the Note or the Letter Agreements between Debtor and the Secured Party dated January 24, 2001 and June 14, 2001, 2001 (the "Letter Agreements") and any such default shall continue unremedied for ten (10) days after Debtor obtain notice thereof.

6.3 MATERIAL INACCURACY. Any of the representations and warranties of Debtor to Secured Party herein or in the Letter Agreements contain a material inaccuracy.

6.4 DISSOLUTION; INSOLVENCY. (i) Debtor shall commence any case, proceeding, or other action (A) under any existing or future law or any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order

for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other like relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for it, or for all or any substantial part of its assets, or make a general assignment for the benefit of its creditors; or (ii) there be commenced against Debtor any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment, or (B) remains dismissed, undischarged, or unbonded for a period of thirty (30) days; or
(iii) there be commenced against Debtor any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; or (iv) any action be taken by Debtor in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above.

6.5 DISCONTINUANCE OR CHANGE OF BUSINESS. Debtor shall discontinue its business or materially change the nature or scope of its business.

6.6 CESSATION OF TRADING. Shares of common stock of Debtor shall cease being listed on NASDAQ's Over the Counter Bulletin Board.

6.7 LITIGATION. There shall have been filed a lawsuit against Debtor alleging potential money damages in excess of $100,000 or any governmental agency shall have instituted proceedings against Debtor in which its total monetary exposure exceeds $100,000.

6.8 SEC ORDERS, ETC. The Securities and Exchange Commission or any other state securities agency shall have issued an order against Debtor in which it is ordered to cease and desist from engaging in any improper conduct.

7. REMEDIES. Upon the occurrence of any Event of Default and at any time thereafter, Secured Party shall have and may exercise the following rights and remedies, without further notice to Debtor:

7.1 ACCELERATION. Declare the Note to be immediately due and payable, whereupon the same shall become forthwith due and payable.

7.2 ALL LEGAL REMEDIES. Proceed to enforce and exercise any and all rights and remedies which Secured Party may have under this Security Agreement or applicable law, including, without limitation: (i) commencing one or more actions against Debtor and reducing the claims of Secured Party against Debtor to judgment, and (ii) foreclosure or other enforcement of Secured Party's security interest in the Collateral, or any portion thereof, or other enforcement of Secured Party's rights and remedies in respect of and to recover upon the Collateral, through judicial action or otherwise, including all available remedies under the applicable provisions of the Oklahoma Uniform Commercial Code.

7.3 DISPOSITION. Sell, lease or otherwise dispose of the Collateral at private or public sale, in bulk or in parcels and, where permitted by law, without having the Collateral present at the place of sale. Secured Party will give Debtor reasonable notice of the time and place of any public sale or other disposition thereof or the time after which any private sale or disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is given to Debtor at least five (5) business days before the time of any such sale or disposition. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned.

7.4 COSTS AND EXPENSES. Recover from Debtor an amount equal to all reasonable costs, expenses and attorney's fees incurred by Secured Party in connection with the exercise of the rights contained or referred to herein, together with interest on such sums at the post-default rate applicable to the Note from time to time.

8. APPLICATION OF PROCEEDS. All monies collected by Secured Party upon the sale of the Collateral hereunder, together with any other monies received by Secured Party hereunder, shall be applied by Secured Party to the payment of all costs and expenses reasonably incurred by Secured Party in connection with such sale, the delivery of such Collateral or the collection of any such monies (including, without limitation, reasonable attorney's fees and expenses), and the balance of such monies shall be applied by Secured Party to the payment of the Indebtedness, and the remainder, if any, shall be returned to Debtor.

9. TERMINATION. This Security Agreement shall terminate upon payment in full of the Indebtedness.

10. MISCELLANEOUS.

10.1 CUMULATIVE REMEDIES. No failure on the part of Secured Party to exercise and no delay in exercising any right under this Security Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by Secured Party of any right hereunder preclude any other or further right of exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not alternative.

10.2 NOTICES. All notices, requests and demands shall be served by registered or certified mail or personal delivery as follows:

DEBTOR:             Heartsoft, Inc.
                    3103 North Hemlock
                    Broken Arrow, OK  74012
                    Attn:  Chief Executive Officer

SECURED PARTY:      The Glenn A. Chalker Revocable Trust
                       dated June 15, 1993
                    Attn:  Glenn A. Chalker, Trustee

With a Copy to:     Del L. Gustafson
                    Hall, Estill, Hardwick, Gable, Golden & Nelson

or at such other address as Debtor or Secured Party shall designate for such purpose in a written notice to the other party hereto and shall be effective and deemed given three (3) business days after deposit in the U.S. Mail, first class postage prepaid or when personally delivered.

10.3 INTERPRETATION. This Security Agreement shall be deemed to be a contract made under the laws of the State of Oklahoma and shall be construed in accordance with the laws of said State (without regard to its conflicts of laws principles). The descriptive headings of the sections of this Security Agreement are for convenience only and shall not be used in the construction of the content of this Security Agreement.

10.4 BINDING EFFECT. This Security Agreement shall be binding on Debtor and its successors and assigns and shall be binding on and inure to the benefit of Secured Party and his respective successors and assigns.

10.5 SEVERABILITY. In the event ay one or more of the provisions contained in this Security Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

10.6 AMENDMENT. This Security Agreement cannot be amended except by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.

10.7 COUNTERPARTS. This Security Agreement shall be executed in multiple counterparts, each of which when duly executed and delivered shall be an original but such counterparts shall together constitute but one and the same instrument.

10.8 ASSIGNMENT. This Security Agreement, the Note and the Letter Agreements may not be assigned, transferred or assumed without the prior written consent of all parties hereto.

[END OF PAGE - SIGNATURES ON FOLLOWING PAGE.]

IN WITNESS WHEREOF, Debtor has executed and delivered this Security Agreement to and in favor of Secured Party on the day and year first above written.

"DEBTOR"

HEARTSOFT, INC.

By /s/ Benjamin Shell
   ---------------------------------------
       Benjamin Shell, Chairman and CEO

ACCEPTED AND AGREED:

"SECURED PARTY"

THE GLENN A. CHALKER REVOCABLE TRUST
DATED JUNE 15, 1993

By:  /s/ Glenn A. Chalker
     ---------------------------------------
         Glenn A. Chalker, Trustee

EXHIBIT 10.67

AMENDED AND RESTATED
CONVERTIBLE PROMISSORY NOTE

$300,000 June 14, 2001

FOR VALUE RECEIVED, the undersigned, HEARTSOFT, INC., a Delaware corporation ("Heartsoft"), promises to pay to THE GLENN A. CHALKER REVOCABLE TRUST DATED JUNE 15, 1993 ("Holder"), on the earlier of August 5, 2001, or five (5) business days after Heartsoft shall have received total financing (debt and/or equity) subsequent to the date of this Note in an amount equal to or in excess of $1,500,000, at such place as may be designed in writing by Holder, the principal sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000), or if less, the aggregate outstanding unpaid principal amount, together with interest thereon from the date hereof until maturity at a per annum rate equal to 6.15%, and Heartsoft promises to pay to Holder on or before February 8, 2002, at such place as may be designated in writing by Holder, the sum of Fifty Thousand and no/100 Dollars ($50,000), or if less, the aggregate outstanding unpaid principal amount, together with interest thereon from the date of funding specified in that certain Letter Agreement by and between Heartsoft and Holder dated June 14, 2001, until maturity at a per annum rate equal to 6.15%.

Holder agrees to advance to the undersigned the principal sum of this Note as follows: $75,000 on January 24, 2001, $175,000 on February 5, 2001 and $50,000 on June 14, 2001.

Subject to and upon compliance with the provisions hereof, the Holder of this Note may at his option convert the unpaid principal amount of this Note, or any portion thereof, into such number of full paid and non-assessable shares of Common Stock (hereinafter defined) as are issuable pursuant to the Conversion Rate set forth below. Except as provided in (a) below, no adjustment shall be made for interest accrued on the principal of this Note or any portion thereof that shall be converted or for dividends on any shares of Common Stock that shall be issuable upon conversion, but all interest accrued but unpaid on any principal of this Note up to the date of conversion shall be paid to the converting holder.

The basic Conversion Rate shall be one (1) share of Common stock for each $0.666666 in principal amount of Note surrendered for conversion. The Conversion Rate shall be subject to adjustment from time to time as follows:

(a) In case Heartsoft shall (i) pay a dividend in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of its capital stock, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the holder of the Note shall be entitled to receive upon conversion the number of shares that it would have been entitled to receive after the happening of such event had the Note been converted immediately prior to such event.

(b) In case of any consolidation of Heartsoft with or merger into another corporation, or in the case of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of Heartsoft to another corporation, or in case of any reorganization of Heartsoft, the Holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and properties which would have been deliverable to such holder upon such consolidation, merger, sale, conveyance, exchange, transfer or reorganization if such holder had converted this Note into Common Stock immediately prior to such event.

(c) Except with respect to any of the events referred to in paragraphs (a) and (b) above (which are herein called "Extraordinary Common Stock Events"), in the event during the period from and after the date hereof until August 5, 2001 Heartsoft shall issue Additional Shares of Common Stock (as defined below), (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (d) below), for a consideration per share less than the Conversion Rate (initially $0.666666 per share) in effect on the date of and immediately prior to such issue, then and in each such event, the Conversion Rate shall be reduced, concurrently with such issue of shares, to the consideration per share actually received by Heartsoft for such Additional Shares of Common Stock.

For purposes of this paragraph (c), the consideration received by Heartsoft for the issue (or deemed issue) of any Additional Shares of Common Stock shall be computed as follows:

(i) Insofar as it consists of cash, such consideration shall consist of the aggregate amount of cash received by Heartsoft excluding amounts paid or payable for accrued interest or accrued dividends. Insofar as it consists of property other than cash, such consideration shall be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board of Directors of Heartsoft. In the event Additional Shares of Common Stock are issued together with other securities or other assets of Heartsoft for consideration which covers both, such consideration shall be the proportion of such consideration so received, computed as determined in good faith by the Board of Directors of Heartsoft.

(ii) The consideration per share received by Heartsoft for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (d) below shall be determined by dividing the total amount, if any, received or receivable by Heartsoft as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration payable to Heartsoft upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by the maximum number of shares of Common Stock issuable

upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(d) In the event Heartsoft at any time or from time to time after the date hereof until August 5, 2001 shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the following shall apply:

(i) The maximum number of shares of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, that if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the minimum amount of consideration payable to Heartsoft, or any change in the maximum number of shares of Common Stock issuable upon the exercise, conversion, or exchange thereof other than changes which may occur as a result of anti-dilution provisions (for each of which the Conversion Rate shall be readjusted based on these adjustment provisions when each such change is effective), the consideration per share for shares of Common Stock issuable pursuant to such Options or Convertible Securities shall be the minimum consideration per share that could at any time result, taking into consideration all subsequent changes in the minimum amount of consideration payable to Heartsoft and/or in the maximum number of shares of Common Stock issuable upon the exercise, conversion, or exchange; and provided further, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share of such Additional Shares of Common Stock would be less than the Conversion Rate in effect on the date of and immediately prior to such issue or such record date.

(ii) No further adjustment in the Conversion Rate shall be made upon the subsequent issue of Convertible Securities or of shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities.

(iii) Upon the expiration, termination or cancellation (in each case without the payment of value by Heartsoft) of any such Options or any rights of conversion or exchange of such Convertible Securities which shall not have been exercised, the Conversion Rate computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed (provided that recomputation shall not affect

any shares of Common Stock issued upon the exercise of the Note prior to such exercise or expiration) as if:

(A) in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common Stock issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by Heartsoft for the issue of all such Options that were exercised plus the consideration actually received by Heartsoft upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by Heartsoft upon such conversion or exchange; and

(B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by Heartsoft for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by Heartsoft for the issue of all such Options that were exercised, plus the consideration deemed to have been received by Heartsoft upon the issue of the Convertible Securities with respect to which such Options were actually exercised.

(iv) If Additional Shares of Common Stock were issued between the original adjustment date and the readjustment date (other than shares of Common Stock issued upon exercise of the Options or conversion of the Convertible Securities that are the subject of the readjustment), the Conversion Rate on the readjustment date shall be recomputed by treating the readjusted Conversion Rate as the Conversion Rate in effect on the original adjustment date and adjusting such Conversion Rate for all issuances of Additional Shares of Common Stock (other than shares of Common Stock issued upon exercise of the Options or conversion of the Convertible Securities that are the subject of the readjustment) occurring between the original adjustment date and the readjustment date.

(e) As used herein, the terms set forth below shall have the following meanings:

"Additional Shares of Common Stock" shall mean all shares of Common Stock issued (or deemed to be issued) by Heartsoft other than shares of Common Stock issued in connection with an Extraordinary Common Stock Event and other than shares of Common Stock issued or issuable at any time upon conversion of any indebtedness under this Note or pursuant to presently outstanding (i) options, warrants to purchase shares of Common Stock or (ii) Convertible Securities convertible into shares of Common Stock.

"Convertible Securities" shall mean any securities of Heartsoft convertible into or exchangeable for (through one or more conversions or exchanges) shares of Common Stock except pursuant to presently existing agreements. Convertible Securities shall include any evidences of indebtedness, any capital stock of Heartsoft or other securities convertible into or exchangeable for shares of Common Stock.

"Options" shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire either shares of Common Stock or Convertible Securities except for options currently held by or granted hereafter to employees of Heartsoft.

(f) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph (f) are not required to be, and are not made, shall be carried forward and take into account in any subsequent adjustment. All calculations under this subparagraph (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(g) Whenever the Conversion Rate shall be adjusted as provided herein, Heartsoft shall cause a notice stating the adjustment and the new Conversion Rate to be mailed to the registered holder hereof within thirty (30) days after the end of the calendar quarter in which such adjustment occurs.

The surrender of this Note for conversion shall be made by the registered holder thereof to Heartsoft at its office in Broken Arrow, Oklahoma, and such holder shall give written notice to Heartsoft at said office that he elects to convert this Note in accordance with the provisions hereof. Such notice shall also state the name or names in which the certificate or certificates for Common Stock shall be issued. As soon as practicable after the receipt of such notice and this Note, Heartsoft shall issue and shall deliver at such office to the holder hereof a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Note, together with a substitute Note representing that principal portion of this Note, if any, which is not to be converted. Such conversion shall be deemed to have been effected on the date on which Heartsoft shall have received such notice and such surrender, and the person or persons in whose name or names any certificate or certificates for Common Stock shall be issuable upon such conversion shall be deemed to become on such date the holder or holders of record of the shares represented thereby.

Every notice of election to convert this Note, or any principal portion thereof, shall constitute a contract between the Holder of this Note and Heartsoft, whereby such holder shall be deemed to subscribe for the amount of Common Stock which it will be entitled to receive upon such conversion and, in payment in satisfaction of such subscription, the surrender of this Note, or a principal portion thereof, and to release Heartsoft from all obligation thereupon (except any accrued and unpaid interest) whereby Heartsoft shall be deemed to agree that the surrender of this Note, or principal portion thereof, and the extinguishment of its obligation thereon shall constitute full payment for the Common Stock so subscribed for and to be issued upon such conversion.

No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note or any portion thereof. If the conversion of this Note or any portion thereof results in a fraction, the amount equal to such fraction shall continue to represent indebtedness of Heartsoft to the holder thereof.

Heartsoft shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock deliverable upon conversion of the entire outstanding principal amount of this Note and shall take all such corporate action as may be required from time to time in order that it may validly and legally issue fully paid and non-assessable shares of Common Stock upon conversion of this Note.

For purposes of this Note, the term "Common Stock" shall mean authorized but unissued shares of Heartsoft's common stock, par value $.0005 per share. In case by reason of the operation of subparagraph (b) above, this Note shall be convertible into any other shares of stock or other securities or property of Heartsoft, or of any other corporation, any reference herein to the conversion of this Note shall be deemed to refer to and include conversion of this Note into such other shares of stock or other securities or property.

While any default exists hereunder, the entire unpaid balance of principal and accrued interest shall, from the date of such default, thereafter bear interest at 15% per annum until paid.

Upon default in any of the terms or conditions of this Note, those certain Letter Agreements dated January 24, 2001 and June 14, 2001, 2001 by and between the undersigned and Holder or of the Amended and Restated Security Agreement of even date, at the option of the Holder, the entire indebtedness hereby evidenced shall become due, payable and collectible then or thereafter as the Holder may elect, regardless of the date of maturity hereof.

The undersigned agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Holder's rights hereunder, the undersigned will pay to the Holder its reasonable attorney fees, together with all court costs and reasonable expenses paid by Holder.

This Note is to be construed according to the laws of the State of Oklahoma.

The makers, endorsers, sureties, guarantors and all other persons who may become liable for all or any part of this obligation severally waive presentment for payment, protest and notice of nonpayment. Said parties consent to any extension of time (whether one or more) of payment hereof, release of all or any part of the security for payment hereof, or release of any party liable for payment of this obligation. Any such extension or release may be made without notice to any such party and without discharging said party's liability hereunder.

The undersigned may prepay this Note in whole or in part at any time from time to time without premium or penalty but with interest to the date of payment on the amount prepaid. Heartsoft shall give holder at least five (5) business days advance written notice of any proposed prepayment.

This Note is secured by a security interest in certain collateral pursuant to an Amended and Restated Security Agreement of even date. This Note, the Amended and Restated Security Agreement, those certain Letter Agreements dated January 24, 2001 and June 14, 2001, 2001 by and between the undersigned and Holder shall govern the rights of the parties hereto and thereto.

This Note is registered and may be transferred only by transfer recorded on the books of Heartsoft. Heartsoft shall cooperate with the Holder in effecting any transfer which does not violate the securities laws as set forth below.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE SECURITIES LAWS. IT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION. THE HOLDER, BY ACCEPTANCE HEREOF, AGREES TO PROVIDE HEARTSOFT WITH SUCH DOCUMENTS AND ASSURANCES AS HEARTSOFT MAY REQUEST WITH RESPECT TO COMPLIANCE WITH THE FOREGOING RESTRICTIONS PRIOR TO REGISTRATION OF ANY PURPORTED TRANSFER OR ASSIGNMENT OF THIS NOTE.

Executed on this 14th day of June, 2001.

"HEARTSOFT"

HEARTSOFT, INC.

By /s/ Benjamin Shell
       --------------------------------
       Benjamin Shell, Chairman and CEO

ACCEPTED AND AGREED

"HOLDER"

THE GLENN A. CHALKER REVOCABLE
TRUST DATED JUNE 15, 1993

By: /s/ Glenn A. Chalker
    ----------------------------------------
     Glenn A. Chalker, Trustee

EXHIBIT 10.68

FINDER'S FEE AGREEMENT

COME NOW, Heartsoft, Inc. (hereinafter "Offeror"), whose address is 3101 North Hemlock Circle, Broken Arrow, OK 74012 and Eugene Targosz (hereinafter "Finder"), whose address is 2241 South 15th Place, Phoenix, AZ 85034, in furtherance of the mutual purpose of soliciting customers and marketing the products by Offeror do hereby agree, as follows:

1. REPRESENTATIONS AND AUTHORIZATION. Offeror agrees that Finder is authorized to represent Offeror to QVC-NORTH AMERICA to sell to potential customers of Offeror, its software product entitled "INTERNET SAFARI".

2. COMPENSATION. Offeror agrees to compensate Finder for such completed sales as result from any introduction, initial contact, solicitation program or other marketing effort made by Finder. In consideration for completed sales, Offeror shall compensate and pay to Finder the following fee:

A. Fixed commission of % of any sale amount to buyer that will be paid within ten (10) days at month's end.

B. Vested stock/ownership interest of % restricted Rule 144 common shares based on monthly sales of Offeror product. The execution price for calculations shall be based upon the average closing ask price of the last three trading sessions. Common shares will have piggy bank rights on the next Offeror registration.

3. EFFECTIVE DATE AND TERM. It is agreed by both parties that this Agreement is effective on and after the date both parties execute it and that it shall extend perpetually. Furthermore, Offeror agrees that any sale which is completed within ten (10) years of the termination of this Agreement and which results from Finder's efforts during the term of this Agreement shall also be subject to the compensation agreed to in Article 2 of this Agreement.

4. RIGHT TO REFUSE SALES. Offeror shall not be required to accept sales, which result from Finder's efforts, but shall pay compensation to Finder for only those sales which are accepted and which are completed.

5. ENTIRETY. This Agreement represents the entire agreement by and between the parties and may be modified only by a subsequent written agreement signed by both parties.

6. APPLICABLE LAW. The parties agree that this Agreement shall be subject to the application of the laws of the State of Arizona and shall be construed in accordance with the laws of that State.

Company Initial  BPS                Finder Initial   ET
                -----------                        ------------------

Date              07/10/01          Date              06/27/01
                  ---------                           ---------

WITNESS the signatures of the parties hereto, this the 28th day of June, 2001.

By: Benjamin Shell                              Date 07/10/01
    -----------------------------------              ----------------------
Name:  Benjamin Shell                           Title: Chairman/CEO
Company:  Heartsoft, Inc.
Address: 3101 North Hemlock Circle
City:  Broken Arrow
State:  Oklahoma                                Zip/Postal Code:  74012
Country:  U.S.A.

By: Eugene Targosz                              Date 06/27/01
    ---------------------------                      ----------------------
Name:  Eugene Targosz                           Title:  NA
Company: SBI Strategic Business
Initiatives, Inc.
Address:  2241 South 15th Place
City:  Phoenix
State:  Arizona                                  Zip/Postal Code:  85034
Country:  U.S.A.

EXHIBIT 10.69

SECOND EXTENSION AGREEMENT

This Second Extension Agreement is made and entered into this 9th day of July, 2001, by and between June Limited Partnership and the Alan W. Carlton Revocable Living Trust (collectively "Investors") and Heartsoft, Inc. ("Heartsoft") and Benjamin P. Shell, Jr. ("Shell");

WHEREAS, Investors, Heartsoft and Shell previously entered into two Promissory Notes dated November 9, 2000 (the "Promissory Notes") and a Joint Security Agreement dated November 9, 2000 (the "Joint Security Agreement"), which agreements memorialize the conditions, representations and warranties pursuant to which Investors have loaned money to or invested money in Heartsoft and certain related collateral; and

WHEREAS, Investors, Heartsoft and Shell, both individually and as a representative of Heartsoft, entered into an Extension Agreement and Amendment to Joint Security Agreement dated May 9, 2001 (the "First Extension Agreement'), which, among other things, extended the term of the Promissory Notes and the Joint Security Agreement to July 9, 2001; and

WHEREAS, Heartsoft and Shell, both individually and as a representative of Heartsoft, have requested additional time to arrange for the repayment of the Promissory Notes and to make stock registration filings with the Securities and Exchange Commission (the "SEC"); and

WHEREAS, the signatories hereto agree to such extensions on the terms and conditions stated herein.

NOW, THEREFORE, for and in consideration of the benefits to be received by Investors, Heartsoft and Shell by virtue of the terms of this Second Extension Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all signatories, the parties agree as follows:

1. Heartsoft and Shell jointly and severally reaffirm the representations and warranties made in the Promissory Notes, and the Joint Security Agreement (as amended), and further warrant that neither of them shall take any action or commit any act from the date hereof which is in violation of any of the provisions of either the Promissory Notes, the Joint Security Agreement (as amended) or this Second Extension Agreement.

2. The payment date of the Promissory Notes and all provisions of the Joint Security Agreement (as amended) are extended and shall now be due and payable on August 9, 2001. Interest on each of the Promissory Notes is agreed to be the rate of percent ( %) per annum from and after May 9, 2001. Any future breach by either Heartsoft or Shell of the representations, warranties, covenants or terms of the Promissory Notes, the Joint Security Agreement (as amended), the First Extension Agreement or this Second Extension Agreement shall cause an immediate default of the Promissory Notes.

3. Heartsoft shall cause shares of the par value $0.0005 per share common stock of Heartsoft (the "Shares") to be issued and transferred to each of the Investors within three (3) business days of the execution of this Second Extension Agreement. Heartsoft agrees to take all necessary action to cause the issuance of the Shares, including the issuance of appropriate instructions to its transfer agent.

4. Heartsoft shall, no later than August 31, 2001, file with the SEC a registration statement of its common stock which shall include the registration of the following shares of Heartsoft common stock owned by Investors: (i) the Shares; (ii) the 150,000 shares each Investor received in conjunction with the First Extension Agreement; (iii) the 125,000 shares each Investor received in conjunction with the origination of the Promissory Notes, and (iv) the 100,000 shares each Investor acquired August 31, 2000. Upon the approval of such registration statement by the SEC, the restrictive legend shown upon the certificate for such shares shall be removed, and Investors shall be eligible to sell said shares in the open market.

5. The provisions of this Second Extension Agreement may be waived only in writing, which writing must be executed and delivered by Investors prior to any act or failure to act to which any such waiver is contended to apply.

6. This Second Extension Agreement is not a resolution or waiver of any claims which may have accrued to Investors prior to the date of this Second Extension Agreement.

7. This Second Extension Agreement and the terms and obligations hereunder shall be interpreted and construed to be applicable to all of the related entities or corporations of Heartsoft, of whatever nature, and that none of the signatories hereto will attempt to evade the spirit and purpose of this Second Extension Agreement by allowing, utilizing or encouraging any other party to institute action, legal or otherwise, regarding the subject matter of the Promissory Notes, the Joint Security Agreement (as amended), the First Extension Agreement or this Second Extension Agreement during the extension period described herein.

8. This Second Extension Agreement shall be governed by Oklahoma law. Venue for the commencement of this action shall be in any state district court for any county in Oklahoma, at the election of Investors.

9. Except as specifically modified herein, the provisions of the Promissory Notes, the Joint Security Agreement (as amended) and the First Extension Agreement remain if full force and effect.

10. This Second Extension Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and shall not be amended or modified without the written consent and agreement of all signatories hereto.

11. All signatories hereto expressly acknowledge that they have had the opportunity to consult with counsel of their choosing prior to the execution of this Second Extension Agreement.

12. To induce Investors to enter into this Second Extension Agreement, Heartsoft and Shell hereby represent and warrant to Investors as follows:

A. Heartsoft is a corporation validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own or lease its properties and to carry on its business as it is now being conducted. Heartsoft has the requisite power and authority to issue the Shares and to perform its obligations under this Second Extension Agreement.

B. The Shares, when issued and delivered pursuant to terms of this Second Extension Agreement, will be duly authorized, validly issued, fully paid and nonassessible.

C. This Second Extension Agreement and the issuance of the Shares contemplated hereby have been duly authorized by all necessary action on behalf of Heartsoft. This Second Extension Agreement has been duly executed and delivered by authorized officers of Heartsoft, is a valid and binding agreement on the part of Heartsoft and is enforceable against Heartsoft and Shell in accordance with its respective terms. All actions necessary to cause the authorization, issuance and delivery of the Shares as contemplated by this Second Extension Agreement have been taken by Heartsoft.

13. Investors, Heartsoft and Shell agree that each will execute such other documents as may be necessary or desirable in connection with the transactions contemplated hereby.

JUNE LIMITED PARTNERSHIP

By:  /s/ Robert K. Pezold
     ---------------------------------------
         Robert K. Pezold, General Partner

ALAN W. CARLTON REVOCABLE LIVING TRUST

By: /s/ Alan W. Carlton
  ------------------------------------------
        Alan W. Carlton, Trustee

HEARTSOFT, INC.

By:  /s/ Benjamin P. Shell
     ---------------------------------------
         Benjamin P. Shell, President


     /s/ Benjamin P. Shell
     ----------------------------------------------
         Benjamin P. Shell, Individually

EXHIBIT 10.70

CORPORATE NOTE

JULY 13, 2001

FOR VALUE RECEIVED, the Heartsoft, Inc. promises to pay to the order of:

Mr. Tim Bakamjian Tulsa, Oklahoma

the sum of $25,000 (twenty-five thousand dollars), with interest from the date written above until paid; at the rate of eight percent (8%) per annum.

This Note, together with all interest due, is payable in thirty (30) days from the date written above.

Heartsoft shall reserve the right to prepay the principle of this Note, together with all such accrued interest at the time of prepayment in whole or in part prior to its due date without premium or penalty.

Heartsoft, signers, and endorsers of this Note severally waive demand, presentment, notice of dishonor, diligence in collection and notice of protest and agree to all extensions and partial payments before or after maturity, without prejudice to the holder. This written Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

Heartsoft, Inc.

by:      /s/ Benjamin P. Shell
         ---------------------------
           Chief Executive Officer

EXHIBIT 10.71
CONTRACT

This Agreement is made and entered into this 18th day of July 2001, by and between Heartsoft, Inc. (HTSF), located at 3101 North Hemlock Circle, Broken Arrow, Oklahoma 74012 and The Wells Group, Inc. (Wells), located at 10245 E. Via Linda, Suite 225, Scottsdale, Arizona 85258.

Whereas HTSF desires to retain WELLS and WELLS agrees to provide its specialized services to HTSF for a period of six (6) months ending January 18, 2002.

Now therefore, in consideration of the promises and mutual covenants and agreements the parties agree as follows:

1. HTSF appoints WELLS to provide its services for a six (6) month period but can be cancelled any time after the second month with thirty (30) days written notice of cancellation by HTSF.

2. During the term of its retention, WELLS agrees to provide financial public relations, which duties will include, but not necessarily be limited to:

2.1 Disseminating information about (HTSF) to the investment community at large, through the preparation of company and industry reports and that inclusion of HTSF on MCNN's publications and radio broadcasts.

2.2 Assisting with the company's financial public relations and helping create an investor awareness program. Wells will assist HTSF in deploying the investor program and will field investor questions on behalf of HTSF.

2.3 Assisting in the introduction of the following:

2.3.1    Broker Syndication
2.3.2    Market Making
2.3.3    Investor Groups

2.4 Rendering advice with regard to internal operation and structure, including:

2.4.1    Formation and implementation of corporate goals.
2.4.2    The company's financial structure, its divisions and
         subsidiaries.
2.4.3    Corporate organization and personnel.

2.5 Rendering advise with regard to corporate finance matters, including:

            2.5.1    Changes in capitalization of the company.
            2.5.2    Redistribution of shareholding of the company's stock.
            2.5.3    Offerings of securities in public and private
                     transactions.
            2.5.4    Structure and use of debt.

3.    COMPENSATION

HTSF agrees to pay the full compensation to WELLS in the following manner:

3.1 Upon execution of this Agreement, shares of restricted stock will be issued immediately to the Wells Group, Inc.

3.2 Upon execution of the Agreement, and additional shares of restricted stock will be placed in escrow for a 60-day period. At HTSF's option, this escrow will be closed and these shares transferred to the Wells Group, Inc. at the beginning of the third month as payment for the last four months of this six (6) month contract. HTSF agrees to provide the Wells Group "piggy back rights" in all shares issued for payment of services.

3.3 In addition, starting on the third month and continuing for the next three months, HTSF will pay the Wells Group a cash payment of $ (totaling $ for four months).

3.4 The Wells Group will do its best to raise $250,000.00 of additional investment for HTSF and if its successful, a fee equal to % of the funds raised will be paid by HTSF to the Wells group at closing.

3.5 Reimbursement of any out of pocket expense incurred by WELLS that exceeds DOLLARS in a calendar month. (Note: HTSF must approve any individual out of pocket expense that exceeds dollars.

4. INDEMNIFICATION

4.1 HTSF hereby agrees to indemnify and hold WELLS harmless to the maximum extent permitted by applicable law and the by-laws of HTSF, against all loses, claims, liens, damages, liabilities, costs, charges and expenses, including, without limitation, the costs of investigating, preparing, defending or settling any action, suit, claim or proceeding or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, attorney's fees, incurred or sustained by WELLS in connection with (i) any misrepresentation of HTSF herein or breach of any covenant of HTSF, and (ii) any suit, action, claim or proceeding to which it is, or may be made, party by reason of its being a party to and performing under this Agreement; provided however, that any action, suit, claim or proceeding shall not be a result of WELLS finally adjudicated negligence or willful misconduct. If Wells is required to act on HTSF's behalf under the provisions of this agreement, it will be done so only with the express written consent of HTSF. Without such consent, Wells will not be authorized to act on behalf of HTSF.

4.2 WELLS hereby agrees to indemnify and hold HTSF, it officers, employees, directors, shareholder and agents (collectively "HTSF Indemnities") harmless to the maximum extent permitted by applicable laws against all losses, claims, liens, damages, liabilities, cost, charges and expenses, including, without limitation the costs of investigating, preparing, or defending any action, suit, claim or proceeding or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, including without limitation, attorney's fees, incurred or sustained by any HTSF Indemnity in connection with (i) any misrepresentation of WELLS herein or breach of any covenant of WELLS, and (ii) any such action, suit, claim or proceeding, to which it is, or may be made, a party by reason of WELLS negligence of willful conduct in the performances of its Services under the Agreement.

5. MISCELLANIOUS

5.1 Notices All notices, requests, consents and other communications required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered by registered or cert. First class mail, postage paid (notices dent by telegram or mailed shall be deemed to have been given on the date sent), to the parties at their respective address herein above set forth or to such other address as either party shall designate by notice in writing to the other in accordance herein.

5.2 Governing Law This Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of Arizona applicable to all agreements made and performed. This Agreement shall be governed in all respects and for all purposes by the laws of the State of Arizona and the Courts of State of Arizona shall have jurisdiction to enforce any Order of award obtained in arbitration. If any provision of this Agreement shall be declared void or against public policy, such provision shall be deemed severed from its Agreement and the remaining provisions shall remain if full force and effect and unmodified.

5.3 Entire Agreement This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supercedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation, promise or inducement has been made by any party that is not embodied in this Agreement, and no party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

5.4 Assignability

This Agreement, and the various parties' rights and obligation hereunder may not be assigned without the written permission of the other party.

5.5 Amendment The Agreement may be amended, modified, supersede, renewed or extended and the terms or covenants hereof may be waived, only by written instrument executed by all parties hereto who are thereby affected, or in the case of a waiver, by the party waiving the compliance. No superseding instrument, amendment, modification, cancellation, renewal or extension hereof shall require the consent of any person other than the parties hereto. The failure by any party at any time or times to require performance of any provision hereof shall in no matter affect the right at later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

5.6 Termination This Agreement may be terminated by either party for any reason by providing the other party with thirty (30) days written notice after the (2nd) month.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and year first above written.

For:  The Wells Group, Inc.                      For: Heartsoft, Inc.

By:   /s/ Edmond Lonergan                        By:  /s/ Benjamin Shell, Jr.
      ------------------------------                  -------------------------
      Chairman of the Board                           CEO

EXHIBIT 10.72

CORPORATE NOTE

JULY 24, 2001

FOR VALUE RECEIVED, the Heartsoft, Inc. promises to pay to the order of:

Mr. Dale L. Hill 5056 West Grove Dallas, Texas 75248

the sum of $50,000 (fifty thousand dollars), with interest from the date written above until paid; at the rate of fifteen percent (15%) per annum.

This Note, together with all interest due, is payable in thirty (30) days from the date written above.

Heartsoft shall reserve the right to prepay the principle of this Note, together with all such accrued interest at the time of prepayment in whole or in part prior to its due date without premium or penalty.

Heartsoft, signers, and endorsers of this Note severally waive demand, presentment, notice of dishonor, diligence in collection and notice of protest and agree to all extensions and partial payments before or after maturity, without prejudice to the holder. This written Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

Heartsoft, Inc.

by:   /s/ Benjamin P. Shell
      ---------------------
      Chief Executive Officer

EXHIBIT 10.73

INTENTIONALLY OMITTED

EXHIBIT 10.74
SOFTWARE DISTRIBUTION AGREEMENT

THIS AGREEMENT is by and between MegaSystems, LP (hereinafter "MEGASYSTEMS") with principle offices at 2150-A Northmont Parkway, Duluth Georgia, 30096, USA and Heartsoft, Inc. (hereinafter "HEARTSOFT"), with principal offices at 3101 North Hemlock Circle, Broken Arrow, OK 74012 USA.

WITNESSETH:

WHEREAS, HEARTSOFT has created, owns, and produces certain computer programs in the form of program packages for use on computer systems and is the owner of documentation, and related information, including the intellectual property rights pertaining thereto; and

WHEREAS, MEGASYSTEMS has successfully established a network and process for the distribution of computer software through a variety of retail channels; and

WHEREAS, HEARTSOFT desires to distribute its computer software products through the retail distribution network established by MEGASYSTEMS; and

WHEREAS, Both parties believe that the relationship established herein will be to their mutual advantage;

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. SERVICES. During the term of this Agreement, MEGASYSTEMS agrees to act as the sales agent for HEARTSOFT for all retail distribution of the HEARTSOFT INTERNET SAFARI-TM- (hereinafter "Safari") software product. In its role as sales agent, MEGASYSTEMS shall actively promote Safari to its retail representatives, retail distributors and retail companies. It is explicitly acknowledged by both parties that MEGASYSTEMS shall not act as the sales agent for Safari within the educational or curriculum marketplaces.

2. TERM. This Agreement shall be for a term of one (1) year, commencing on July 15, 2001 and ending on July 14, 2002, unless sooner terminated in accordance with the provisions of this Agreement. Provided that neither MEGASYSTEMS nor HEARTSOFT has delivered notice to the contrary within thirty
(30) days of the expiration date, this Agreement shall be extended automatically at the end of the expiration date above for a period of six (6) months under the same terms and conditions as herein stated. Thereafter, this Agreement shall be automatically extended for successive six (6) month periods if neither MEGASYSTEMS nor HEARTSOFT provides termination notice to the other within thirty
(30) days of each applicable extension period.

3. DUTIES OF MEGASYSTEMS. MEGASYSTEMS shall use its best efforts to promote distribution of Safari throughout its retail distribution channels. MEGASYSTEMS will act as the

primary point of contact with its network of retailers, distributors, representatives and agents (the "retail distribution network"). This would include (but not be limited to) such activities as:

a) Distribution of samples and sales literature
b) Basic product education
c) Coordination of special sales promotions (all jointly approved with HEARTSOFT)
d) Accumulation and distribution of sales figures, whenever available
e) Obtaining approval from HEARTSOFT for any "other expenses" (noted in
Section 8 of Agreement) prior to incurring such expenses, examples being rebate programs, marketing development funds, and promotional items.

3.1 MEGASYSTEMS shall accept primary responsibility for the processing of orders received from its retail distribution network. MEGASYSTEMS agrees that all orders for Safari are subject to acceptance or rejection by HEARTSOFT. Accordingly, MEGASYSTEMS is hereby granted only the authority to solicit orders for Safari, and has neither expressed or implied authority to accept any order on behalf of HEARTSOFT, or to enter into any written or oral contract or agreement of any nature on behalf of HEARTSOFT, unless so authorized in writing by HEARTSOFT.

3.2 MEGASYSTEMS shall also have lead responsibility for generating invoices to and coordinating payment from the retail distribution network. MEGASYSTEMS will also coordinate and process product returns, although any shipping expense for returned product shall be the responsibility of HEARTSOFT. The goal of these activities is to provide, whenever practical, a single point-of-contact for the retail distribution network. MEGASYSTEMS agrees that any product in resalable condition will be returned to HEARTSOFT and that when Safari boxes are damaged that the media in the damaged boxes will be removed and returned to HEARTSOFT.

4. DUTIES OF HEARTSOFT. HEARTSOFT shall be responsible for all development, manufacturing and packaging of Safari. HEARTSOFT shall also be responsible for all customer support. This support shall include the operation of a toll-free customer support telephone line during published times.

4.1 HEARTSOFT shall be responsible for generating invoices to MEGASYSTEMS.

4.2 HEARTSOFT shall have the primary responsibility to develop applicable sales literature. MEGASYSTEMS shall assist in the development of such sales literature by supplying HEARTSOFT with samples of other sales literature, and by coordinating input to the sales literature from the retail distribution network.

4.3 As the manufacturer of Safari, HEARTSOFT recognizes and accepts the fact that it may, from time to time, be called upon by MEGASYSTEMS to assist MEGASYSTEMS in the execution of its duties. HEARTSOFT agrees to assist MEGASYSTEMS on a reasonable basis.

5. SHIPPING. Unless other arrangements are made beforehand, all orders for Safari shall be shipped directly from HEARTSOFT's location. HEARTSOFT shall be responsible for all shipping expense for Safari.

6. LICENSE. It is mutually acknowledged that it will be necessary to co-brand the MEGASYSTEMS name onto the Safari packaging to facilitate product distribution through the retail distribution network. MEGASYSTEMS agrees to license HEARTSOFT to add the MEGASYSTEMS name and logo onto the Safari packaging. HEARTSOFT accepts this license and agrees to add the MEGASYSTEMS name and logo to any Safari product delivered to the retail distribution network.

7. COMMISSIONS. HEARTSOFT agrees to pay to MEGASYSTEMS a commission equal to ___ percent ( %) per copy on list price of all net sales of Safari within the retail distribution network as payment for services rendered by MEGASYSTEMS under this agreement. Net Sales shall be defined for purposes of this paragraph as Total Sales of Safari, less any returns.

8. PAYMENTS. Within ten (10) business days following the receipt of payment of one or more Safari invoices, MEGASYSTEMS shall remit to HEARTSOFT the gross payment for Safari product, less an amount equal to any applicable commissions due MEGASYSTEMS, plus any accumulated shipping expenses and any other expenses that have been PRE-APPROVED by HEARTSOFT. See attached Exhibit A for current understanding of pricing, calculation of invoice, MEGASYSTEMS collection of an invoice and deduction of fees and expenses when remitting payment to HEARTSOFT. MEGASYSTEMS agrees to provide reasonable audit access to any relevant portion of its bookkeeping to HEARTSOFT for verification and validation.

9. REPORTING. MEGASYSTEMS routinely receives on a monthly basis a collection of reports from the retail distribution network that reflect "sell to" and "sell through" for certain retail channels. MEGASYSTEMS shall endeavor to forward to HEARTSOFT such information from these reports that relates to Safari within seven (7) business days of receipt by MEGASYSTEMS. Although it cannot guarantee the accuracy or completeness of these reports, MEGASYSTEMS will attempt to insure that HEARTSOFT receives the best available information.

10. TERMINATION. Either party hereto may, without prejudice to any right or remedy it may have due to any failure of the other party to perform its obligations hereunder, terminate this Agreement at any time upon sixty (60) days written notice hereof. In the event of such termination by Heartsoft, MEGASYSTEMS shall be entitled to payment for services performed, shipping charges paid or incurred, pre-approved expenses paid or incurred, commissions earned prior to the effective date of the termination as well as commissions due for a period of ninety (90) days following the effective date of termination. Additionally, HEARTSOFT shall be entitled to payment from MEGASYSTEMS until all sales conducted under the terms of this Agreement have been fully paid.

11. DEFAULT. A default by either MEGASYSTEMS or HEARTSOFT in the performance of its obligations hereunder shall be grounds for termination of this Agreement.

11.1 In the event of termination by a default on the part of Heartsoft, MEGASYSTEMS shall be entitled to payment for services performed, shipping charges paid or incurred, pre-approved expenses paid or incurred, commissions earned prior to the effective date of the termination as well as commissions due for a period of ninety (90) days following the effective date of termination.

11.2 In the event of a default on the part of MEGASYSTEMS, MEGASYSTEMS shall only be entitled to payment for services performed, shipping charges paid or incurred, pre-approved expenses paid or incurred, and commissions earned prior to the effective date of the termination.

11.3 In addition to the above, both parties shall retain all of their remedies and rights as me be afforded by law.

12. PROPRIETARY RIGHTS AND CONFIDENTIALITY. MEGASYSTEMS and its agents and employees shall maintain confidentiality of, and not disclose to others, any confidential or proprietary information of HEARTSOFT which it may now have or may hereafter obtain, including without limitation specifications, technical reports, customer lists and product plans relating to HEARTSOFT's business or products.

13. INDEPENDENT CONTRACTOR STATUS. MEGASYSTEMS, its principals, agents and employees, shall perform all services under this Agreement as "Independent Contractors" and not as employees or agents of HEARTSOFT. MEGASYSTEMS is not authorized to assume or create any obligations or responsibilities, expressed or implied, on behalf of, or in the name of HEARTSOFT, or to bind HEARTSOFT in any manner.

14. INDEMNIFICATION. HEARTSOFT hereby agrees to indemnify and hold harmless MEGASYSTEMS from any costs, expenses, claims, damages, judgments or suits (including reasonable attorney's fees) which may be asserted or levied against MEGASYSTEMS while in the performance of its obligations hereunder; provided same are not occasioned by acts or deeds of fraud or misrepresentation on the part of MEGASYSTEMS. In addition, HEARTSOFT hereby agrees to defend, indemnify and hold MEGASYSTEMS harmless from all losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) which may be incurred by MEGASYSTEMS as a result of any judgment, or proceeding against HEARTSOFT in which it is determined or alleged that the marketing or use of HEARTSOFT'S products infringe on any patent, copyright, trademark, trade secret or other proprietary or contractual right of any third party, provided that MEGASYSTEMS promptly notifies HEARTSOFT of any such claim or proceeding in writing, surrogate to HEARTSOFT their right to defend and settle such claim or proceeding at HEARTSOFT's expense. MegaSystems agrees to cooperate with HEARTSOFT in defending or settling any such claim or proceeding.

MEGASYSTEMS hereby agrees to indemnify and hold harmless HEARTSOFT from any costs, expenses, claims, damages, judgments or suits (including reasonable attorney's fees) which may be asserted or levied against HEARTSOFT while in the performance of its obligations hereunder; provided same are not occasioned by acts or deeds of fraud or misrepresentation on the part of

HEARTSOFT with the exception of costs, expenses, claims, judgments or suits that HEARTSOFT'S products infringe on any patent, copyright, trademark, trade secret or other proprietary or contractual right of any third party.

15. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other part at the address shown above, or at such other address or addresses as either party may designate in writing to the other in accordance with this paragraph.

16. PRONOUNS. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular shall include the plural, and vice versa.

17. ENTIRE AGREEMENT. This Agreement and the Addenda and Schedules attached hereto (if any) shall constitute the entire agreement between the parties and supercedes all prior agreements and understanding, whether written or oral, relating to the subject matter of this Agreement.

18. AMENDMENTS. This Agreement may be amended or modified only by a written instrument executed by both MEGASYSTEMS and HEARTSOFT.

19. SUCCESSORS AND ASSIGNS. This Agreement is nontransferable, without prior written consent of both parties, and may not be assigned to their respective heirs, successors or assigns without this consent.

20. GOVERNING LAW. In the event of any dispute between MEGASYSTEMS and HEARTSOFT, both parties agree that the dispute shall be resolved through arbitration in a neutral State under the auspices of the American Arbitration Association within thirty (30) days following the termination of this Agreement. Any award rendered shall be final and conclusive upon the parties.

21. MISCELLANEOUS.

21.1 No delay or omission by MEGASYSTEMS or HEARTSOFT in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by either party to the other on one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any subsequent occasion.

21.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit, or affect the scope or substance of any section of this Agreement.

21.3 In the event that any provision of this Agreement shall be deemed invalid, illegal or otherwise unenforceable, the validity, legality and enforceability or the remaining provisions shall in no way be affected or impaired thereby.

IN WITNESS THEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as set forth below effective on the date written above.

MEGASYSTEMS, LP                     HEARTSOFT, INC.


By: /s/ Michael A. Sauter           By: /s/ Benjamin P. Shell
    --------------------------        ----------------------------------

Name: Michael A. Sauter             Name: Benjamin P. Shell

Title: Vice President               Title: CEO

Date: August 7, 2001                Date: August 14, 2001

EXHIBIT 10.75

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made as of the 9th day of August, 2001 by and between Heartsoft, Inc., a Delaware corporation (the "Company"), and Crowe & Dunlevy, A Professional Corporation (the "Purchaser").

WHEREAS, in exchange for a credit against certain legal fees and expenses incurred or to be incurred by the Company and payable to the Purchaser in the amount of $ (the "Legal Fees") as more fully described in a letter agreement of even date herewith between the Company and the Purchaser (the "Letter Agreement"), the Company desires to issue the Shares (as defined below) to the Purchaser; and

WHEREAS, subject to the terms of this Agreement and the Letter Agreement, Purchaser is willing to accept the Shares in full satisfaction and payment of the Legal Fees.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. PURCHASE AND SALE OF COMMON STOCK.

1.1 SALE AND ISSUANCE OF COMMON STOCK. The Purchaser hereby agrees to acquire, and the Company hereby agrees to sell and issue to the Purchaser, shares of the Company's common stock, par value $.0005 per share (the "Shares"), at a purchase price of U.S. $ per share, for a total purchase price of U.S. $ (the "Purchase Price"), payable as provided in Section 1.2 below. Contemporaneously with the execution and delivery hereof, the Company shall deliver to the Purchaser a duly executed stock certificate evidencing the Shares.

1.2 CONSIDERATION. Contemporaneously with the execution and delivery hereof, and against delivery of the certificate representing the Shares as provided above, the Purchaser shall enter on its books and records a credit to the account of the Company in the amount of the Legal Fees (and such fees thereby shall be deemed to be paid in full). The entry of such credit shall constitute payment in full of the Purchaser Price hereunder.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Purchaser as follows:

2.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

2.2 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Shares has been taken, and this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2.3 VALID ISSUANCE OF SECURITIES. The Shares that are being issued to the Purchaser, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of preemptive rights. Based in part upon the representations of the Purchaser in this Agreement, the Shares will be issued in compliance with applicable United States federal and state securities laws.

2.4 COMMISSION DOCUMENTS AND OTHER REPORTS. Since January 1, 2000, the Company has filed all periodic reports required to be filed by it with the Commission (the "Commission Documents"). As of their respective dates, the Commission Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and none of the Commission Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Commission Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, were prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the regulations of the Commission) consistently applied throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure.

3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to the Company as follows:

3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Purchaser is a professional corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.

3.2 AUTHORIZATION. All corporate action on the part of the Purchaser, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Purchaser hereunder has been taken, and this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

3.3 PURCHASE FOR OWN ACCOUNT; SUBSTANTIAL RISK AND ABSENCE OF LIQUIDITY. The Purchaser is acquiring the Shares solely for the Purchaser's own account, and not with a view to, or for, subdivision, resale, distribution, or fractionalization thereof, or for the account, in whole or in part, of others. The Purchaser recognizes the restrictions on the transferability of the Shares, and is able to bear the substantial economic risk of an investment in the Shares, including a complete loss thereof, for an indefinite period of time. The Purchaser has no need for liquidity in this investment and has no reason to anticipate any change in circumstances, financial or otherwise, or other particular occasion or event which might cause or require the Purchaser to attempt to sell or transfer any of the Shares.

3.4 RESTRICTIONS ON TRANSFER. The Purchaser understands that the sale of the Shares to the Purchaser is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and applicable state securities laws. The Purchaser will not sell, hypothecate or otherwise transfer any or all of the Shares other than pursuant to a specific exemption from registration under the Securities Act and applicable state securities laws.

3.5 NOT REGISTERED. The Purchaser understands that the Shares are not registered under the Securities Act or applicable state securities laws and such securities must be held indefinitely, unless an exemption from such registration is available. The Company has not undertaken to register the Shares pursuant to the Securities Act and will have no obligation to effect on behalf of the Purchaser any registration under the Securities Act or to assist the Purchaser in complying with any exemption from registration under the Securities Act or any state securities laws.

3.6 LEGENDS. The Purchaser acknowledges that the certificates representing the Shares, and any substitutions or replacements thereof, may bear one or all of the following legends:

(a) "The Shares represented by this certificate have not been registered under the Securities Act of l933, as amended, and may not be sold, hypothecated or otherwise transferred or disposed of in the absence of such registration, unless an exemption from the requirement of such registration is available under the circumstances at the time obtaining."

(b) Any legend required by the applicable securities laws of any state to the extent such laws are applicable to the certificate so legended.

3.7 SUITABILITY. The Purchaser represents and warrants that the Purchaser has substantial knowledge and experience in the making of investments of the type contemplated by this Agreement.

3.8 NO INCONSISTENT REPRESENTATIONS. No oral or written representations have been made or oral or written information furnished to the Purchaser or the Purchaser's advisors in connection with the purchase of the Shares that were in any way inconsistent with the information provided to the Purchaser.

3.9 FORWARD-LOOKING STATEMENTS. The Purchaser understands and acknowledges that the contents of any discussions with Company management and the matters included in any information provided by the Company to the Purchaser may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. As such, those statements involve known and unknown risks and uncertainties that may cause the actual results in future periods to be materially different from any future performance that the Company presently anticipates or predicts.

3.10 NO GENERAL SOLICITATION. The Purchaser is not purchasing the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in securities generally.

4. MISCELLANEOUS.

4.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement.

4.2 FURTHER ASSURANCES. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances as may be reasonably requested by any other party to evidence and reflect the purchase and sale of the Shares and to carry into effect the intents and purposes of this Agreement.

4.3 TRANSFER; SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any right, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.4 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Oklahoma without giving effect to its conflict of law principles.

4.5 COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.6 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.7 NOTICES. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified, upon delivery by a nationally recognized overnight courier service, or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed (i) if to the Company, to the offices of the Company at 3101 North Hemlock Circle Broken Arrow, OK 74012 and (ii) if to Purchaser, to the address set forth on the signature page hereto, or, in each case, at such other address as such party may designate by written notice.

4.8 AMENDMENTS AND WAIVERS. Neither this Agreement nor any of its provisions shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.

4.9 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

4.10 ENTIRE AGREEMENT. This Agreement and the Letter Agreement collectively constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supercede any all other written or oral agreements existing between the parties hereto relating to the subject matter hereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:

HEARTSOFT, INC.
a Delaware corporation

By: /s/ Benjamin P. Shell
    --------------------------------------
    Benjamin P. Shell, Chief Executive
    Officer, President and Chairman of the Board

PURCHASER:

CROWE & DUNLEVY, A PROFESSIONAL
CORPORATION

By: /s/ Gary L. Betow
    --------------------------------------
Name: Gary L. Betow
Title: Vice President, Tulsa Administration

Address:

500 Kennedy Building
321 South Boston Avenue
Tulsa, OK 74103

EXHIBIT 10.76

PROMISSORY NOTE

DATE: AUGUST 10, 2001

FOR VALUE RECEIVED, the Heartsoft, Inc. promises to pay to the order of:

Mr. A.J. Nassif
7229 South 85th East Avenue Suite 100
Tulsa, Oklahoma 74133

the sum of $3,000 (three thousand dollars), with interest from the date written above until paid; at the rate of eight percent (8%) per annum.

This Note, together with all interest due, is payable in sixty (60) days from the date written above.

Heartsoft shall reserve the right to prepay the principle of this Note, together with all such accrued interest at the time of prepayment in whole or in part prior to its due date without premium or penalty.

Heartsoft, signers, and endorsers of this Note severally waive demand, presentment, notice of dishonor, diligence in collection and notice of protest and agree to all extensions and partial payments before or after maturity, without prejudice to the holder. This written Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

Heartsoft, Inc.

by:   /s/ Benjamin P. Shell
      ------------------------
      Chief Executive Officer

EXHIBIT 10.77

CORPORATE NOTE

AUGUST 10, 2001

FOR VALUE RECEIVED, Heartsoft, Inc. promises to pay to the order of:

Mr. Tim Bakamjian

the sum of $20,000 (twenty thousand dollars), with interest from the date written above until paid; at the rate of eight percent (8%) per annum.

This Note, together with all interest due, is payable in thirty (30) days from the date written above.

Heartsoft shall reserve the right to prepay the principle of this Note, together with all such accrued interest at the time of prepayment in whole or in part prior to its due date without premium or penalty.

Heartsoft, signers, and endorsers of this Note severally waive demand, presentment, notice of dishonor, diligence in collection and notice of protest and agree to all extensions and partial payments before or after maturity, without prejudice to the holder. This written Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

Heartsoft, Inc.

by:      /s/ Benjamin P. Shell
         Chief Executive Officer

EXHIBIT 10.78

AUTO & EQUIPMENT LEASING BY FLEX, INC.
7229 SOUTH 85TH EAST AVENUE, SUITE 100
TULSA, OKLAHOMA 74133

EQUIPMENT LEASE

AUTO & EQUIPMENT LEASING BY FLEX, INC. (hereinafter called "Lessor") for valuable consideration, the receipt of which is hereby acknowledged, hereby leases to HEARTSOFT SOFTWARE, INC., AND BENJAMIN SHELL (INDIVIDUAL), 3101 N. HEMLOCK CIRCLE, BROKEN ARROW, OK 74012 (hereinafter called "Lessee"), the following described property, in Schedule "A", attached hereto and made part of this agreement (hereinafter called the "Equipment"), upon the following terms and conditions:

1. Lessee agrees that the equipment shall be delivered to Lessee and shall remain there, and not be removed by Lessee at any time during the term of this lease without the prior written consent of Lessor.

2. The title to the aforesaid described property in Schedule "A" shall remain in the Lessor, the Lessee having only the right to possession and the use thereof during the term of the lease, except as is otherwise provided herein:

3. The lease of said property shall be for a term of 24 months on the following basis:

The sum of $3,467.00 shall be paid upon execution of this lease, as payment of the first month installment. On the 15TH day of NOVEMBER, 2001 , and on the 15TH day of each and every month during the term of this lease, the sum of $3,467.00 shall be paid. Should Lessee make all the said monthly payments as required on or before the due date, with no default, then at the expiration of said term, the Lessee shall have the option to purchase the equipment for $1000.00 by notifying the Lessor of the same, not less than thirty (30) days prior to the expiration of the term of this lease.

4. Lessee promises and agrees to pay all specified lease installments in advance on the date designated for the payment herein without demand. Said lease installments shall be payable at the office of Lessor, or to such other person and/or place as Lessor may from time to time designate in writing.

5. EARLY TERMINATION AND DEFAULT.

a. Provided the lease is not in default, and has been in effect a minimum of six months, the lease may be terminated prior to its scheduled termination by giving a 15 day written notice and purchases the equipment at the purchase option. Price set forth above under the terms described below.
b. the remaining amount owed is calculated by adding any past due monthly payments and past due interest owed; any official fees and taxes imposed in connection with lease termination and fixed monthly lease charges for the remaining schedule lease term, discounted to rebate any unearned lease charges based on actuarial method which will be figured taking into consideration depreciation charges and total lease charges.

6. Lessor may inspect the equipment at any time; and Lessee agrees to keep it in first class condition and repair at Lessee's expense and house the same in suitable shelter; and not to sell or otherwise dispose of his interest therein or in any equipment or accessories attached thereto.

7. Lessee assumes the entire risk of loss or damages to the equipment, whether or not covered by insurance, and no such loss shall relieve the Lessee of its obligations hereunder. Lessee agrees to keep the equipment insured to protect all interests of Lessor, at Lessee's expense against all risks of loss or damage from any cause whatsoever for not less than the unpaid balance of the lease payments due hereunder or the then current value of said equipment, whichever is higher, and in addition shall purchase insurance in an amount reasonable under the circumstances to cover the liability of Lessor for public

liability and property damage. Said insurance policies and the proceeds therefrom shall be the sole property of Lessor and Lessor shall be named as an insured in all said policies and as sole loss payee in the policies insuring the equipment. The proceeds of such insurance, whether resulting from loss or damage or return premium or otherwise, shall be hereunder at the option of Lessor.

8. No title or right in said equipment shall pass to Lessee except the rights herein expressly granted. Plates or other markings will be affixed to or placed on said equipment by Lessor or at Lessor's request, by Lessee at Lessee's expense indicating that Lessor is the owner thereof and Lessee will not remove the same. Said equipment shall always remain and be deemed personal property even though attached to realty. All replacements, accessories or capital improvements made to or placed in or upon said equipment shall become a component part thereof and title thereto shall be immediately vested in Lessor and shall be included under the terms hereof. The Lessee agrees that the Lessor is authorized, at its option, to file financing statement(s) or amendments thereto without the signature of the Lessee with respect to any or all of the leased property, or if a signature is required by law, then the Lessee appoints Lessor as Lessee's attorney-in-fact to execute any such financing statement(s) and further agrees to reimburse the Lessor for the expense of any such filing(s).

9. LESSOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED ON WHICH LESSEE MAY RELY, WITH RESPECT TO THE MERCHANTABILITY, FITNESS, CONDITION, DURABILITY OR SUITABILITY FOR LESSEE'S PURPOSE OF THE EQUIPMENT IN ANY RESPECT, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY LESSOR. ALL EQUIPMENT SHALL BE ACCEPTED AND LEASED BY LESSEE "WHERE IS, AS IS AND WITH ALL FAULTS" AND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR PATENT DEFECTS THEREIN OR ANY DAMAGES RESULTING THEREFROM. LESSOR WILL, HOWEVER, TAKE ANY STEPS REASONABLY WITHIN ITS POWER TO MAKE AVAILABLE TO LESSEE ANY MANUFACTURER'S OR SIMILAR WARRANTY APPLICABLE TO THE EQUIPMENT. IN ANY EVENT, LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LIABILITY, LOSS OR DAMAGE, INCLUDING CONSEQUENTIAL OR INCIDENTAL DAMAGES, CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY THE EQUIPMENT, OR ANY INADEQUACY THEREOF, OR DEFICIENCY OR DEFECT THEREIN, OR BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH.

10. Lessee shall not assign, mortgage or hypothecate this lease or any interest herein or sublet said equipment without the prior written consent of the Lessor. Any assignment, mortgage, hypothecation or sublease by Lessee without such consent shall be void.

11. Lessee agrees to use, operate and maintain said equipment in accordance with all laws; to pay all licensing or operating fees for said equipment; to keep the same free of levies, liens and encumbrances; to show the equipment as "leased equipment" on Lessee's personal property tax returns; to pay Lessor a sum equal to all personal property taxes assessed against the equipment, which sum Lessor shall remit to the taxing authority, to pay all other taxes, assessments, fees and penalties, which may be levied or assessed on or in respect to said equipment or its use or any interest therein, or lease payments thereon, including but not limited to all federal, state and local taxes, however, designated, levied or assessed upon the Lessee and Lessor or either of them or said equipment, or upon the sale, ownership, use or operation thereof. Lessor may pay such taxes and other amounts and may file such returns on behalf of Lessee if Lessee fails to do so as herein provided. On written request from Lessor, Lessee agrees to reimburse Lessor for reasonable costs incurred in collecting any taxes, assessments or fees for which Lessee is liable hereunder and remitting the same to the appropriate authorities.

12. In the event the Lessee shall default in the payment of any lease payments, additional lease payments, or any other sums due hereunder for a period of ten (10) days, or in the event of any default of breach of terms and conditions of this lease, or any other lease between the parties hereto, or if any execution or process shall be issued in any action or proceeding against the Lessee, whereby the said equipment may be taken or distained, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted by or against the Lessee or its property, or if the Lessee shall enter into any agreement or composition with its creditors, breach any of the terms of any loan or credit agreement, or default thereunder or if the condition of the Lessee's affairs shall so change as to, in the Lessor's opinion, impair the Lessor's security or increase the credit risk involved, then and in that event the Lessor shall have the right to (1) retake immediate possession of its equipment without any Court Order or other process of law and for such purpose the Lessor may enter the same therefrom with or without notice of its intention to do same, without being liable to any suit or action or other proceedings by the Lessee. Lessor may, at its option, sell the equipment at public or private sale for cash or on credit and may become the purchaser at such sale. The Lessee shall be liable for arrears or lease payments hereunder and under any other lease between the parties, if

any; for any other charges due from Lessee hereunder and under any other lease between the parties, for expense of retaking possession, and the removal of the equipment, and court costs, in addition to the balance of the lease payments provided for herein, or in any lease payment hereof, as well as for the balance of lease payments due and to become due under any other lease between the parties, less the net proceeds of the sale of said equipment, after deducting all costs of taking, storage, repair and sale; and/or (2) accelerate the balance of lease payments payable hereunder and under any other lease between the parties, thereby requiring prepayment of this lease and any other lease between the parties with all such lease payments and charges due and payable forthwith upon such notice of acceleration and demand for payment, the Lessee nevertheless remaining and being liable for the return of the equipment and any loss or destruction of, or injury to, the equipment in the same manner as herein provided. The foregoing rights shall be in addition to and in limitation of the rights of a Secured Party, as set forth in the Uniform Commercial Code of the applicable jurisdiction. Should Lessee fail to make such payment after this notice and demand, Lessor shall be entitled to institute appropriate legal proceedings against Lessee with the Lessee being responsible for said lease payments, charges, expenses and attorney fees, if allowed by law. In the event the Lessor shall exercise any of its rights as above set forth, Lessee shall be obligated to pay, as interest, a sum equal to one and one-half (1 1/2%) percent per month, or any part thereof, on the aggregate unpaid lease payments due hereunder or under any other lease in default by reason hereof or otherwise, or until all arrears of lease payments are satisfied, provided said interest payments are allowed by law, and if not allowed by law, the maximum rate of interest permissible in the applicable jurisdiction. The rights granted the Lessor herein shall be cumulative and an action upon one shall not be deemed to constitute an election or waiver of the other right of action to which Lessor may be entitled. All sums as hereinabove stated shall become immediately due and payable to be construed as liquidated damages rather than a penalty provision. Lessee hereby waivers trial by jury.

14. The omission by the Lessor at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Lessee at any time designated, shall not be a waiver of any such default or right to which the Lessee is entitled, nor shall it in any way affect the right of the Lessor to enforce such provisions thereafter. The Lessor may exercise all remedies simultaneously, pursuant to the terms hereof, and any such action shall not operate to release the Lessee until the full amount of the lease payments due and to become due and all other sums to be paid hereunder have been paid.

15. If the Lessee does not exercise its option to purchase the equipment as provide in number three above, the Lessee shall return the equipment, freight prepaid to Lessor, at the end of the term hereof, at the place from which the equipment was shipped, in as good condition as exists at the commencement of the term, reasonable wear and tear in respect thereto accepted.

WITNESS our hands and seals this 4TH day of OCTOBER, 2001

AUTO & EQUIPMENT LEASING BY FLEX, INC.

(LESSOR)                                          BY /s/ Lee Whelpley
                                                    ---------------------------

HEARTSOFT SOFTWARE, INC. BENJAMIN SHELL (INDIVIDUAL)
(LESSEE) (LESSEE)

---------------------------------------------------------------------------------------------------------------------------
   QUANTITY               MODEL NUMBER            EQUIPMENT DESCRIPTION                                  SERIAL NO.
---------------------------------------------------------------------------------------------------------------------------
       1                                         486 SX66Mhz PC w/240 MB Hard
                                                 Drive, 8MB RAM, 15" SVGA
                                                 Monitor, 2 Multiplexer Cards,
                                                 2SVGA Graphics Cards,
                                                 Controller Card, CD 486 DX 120
                                                 Mhz w/ 1.3 MB RAM, Triple CD
                                                 Changer,
       1                                         17" Color Monitor
       1                                         Hewlett Packard 4L Laser Printer
       5                                         Discourse Technologies Studycom Concentrator
                                                 Discourse Technologies Studycom Student
      20                                         Workstations
       1                                         Magnavox 2 Head VCR
       3                                         AT&T 3-Line Phones
       1                                         Norstar Meridan 616 KSU w/4 Norstar M7208 Phones
       1                                         Apple Macintosh Performa 630CD Computer
       1                                         Apple Macintosh Performa 630CD Computer
       1                                         Apple Laserwriter Select 360 Laser Printer
       1                                         Apple Computer Speakers
       3                                         Global Village 28.8 v.34 Data/Fax Modem
       4                                         Oak Bookcases
       2                                         Oak Desks
       1                                         Oak 2 Drawer File Cabinet
       1                                         Oak Printer Stand
       1                                         Oak Conference Table
       4                                         Oak Chairs
       1                                         Oak Side Table
      20                                         Black Stack Chairs
       6                                         6' Folding Tables
       2                                         Chair Mats
       1                                         Executive Chair
       1                                         Oak Executive Desk

      10                                         6' Tables
       2                                         30x60 cubicle w/ Binder Bin, Lights & File Drawers
                                                 48x60 cubicle  w/ Binder Bin, Lights & File
       1                                         Drawers includes 10'x15' computer lab work area
       1                                         Printer Table
                                                 30x72 cubicle w/ Binder Bin, Lights, & File
       1                                         Drawers
       1                                         Privacy Panel for Manager's station
       1                                         30x55 cubicle w/ Binder Bin, Lights & File Drawers
       2                                         DK Series Pedestal Desk; 24x72 Dark Oak
       2                                         Series 10600 Rt return Desk 24x48 Dark Oak
       1                                         Series 10600 Storage Credenza 36x72 Dark Oak
       2                                         Series 10600 Desk 36x72 Dark Oak
       1                                         American Themes Conference Table
       1                                         American Themes End Table
       2                   M7641LL/A             G4 PowerMac
       1                                         Quark Express
       2                                         Adobe Illustrator
       2                    G-P3850              Epic PC System
       1                                         128mg Memory
       1                      C500               Accr
       2                  5BW250 C700            Compaq Presario
       1                     P1565T              HP Brio BA210
       6                      PL7                17" Monitors
       1                                         Windows NT 5 Client Server
       1                     C6427E              HP Deskjet Printer
       3                                         G4 DIMM 128 Memory
      17                                         G4 DIMM 128 Memory
       1                                         Photoshop 5.5
       1                                         PC-100 128mg DIMM
       2                                         PowerMac G4 400 w/64mg upgrade
       5                      PL7                Monitors
       4                                         USB Floppy Drive External
       2                                         Iomega USB External Drive
       1                                         Adobe Manager Deluxe 4.6
       1                      935C               Deskjet
       1                                         Flat Panel Speakers w/Subwoofer
       1                                         250mg SUB Zip Drive
       1                                         30.0gb External Firewire Hard Drive

      17                                         IMac 64mg SO-DIMM SDRAM
       1                                         PC-100 SDRA DIMM 128mg
       1                                         Sony PC
       1                                         Mac G4 Cube
       2                                         Steelcase  Avenir cubicles
      10                                         Burgundy chairs
       1                                         Whiteboard 5ft
       2                                         Steelcase task chairs
       1                                         Retrospect Advanced Driver Kit
      20                    SDX2-50C             500/100GB AIT@ 8MM Tape Carts
       1                      AIT2               Sony 4-Cart Autoloader 400GB                       9380264
       3                       DV                IMac Blueberry Computers
       3                Stylus Color 670         Epson Printers
       1                                         Entra Pass Access Control System

Auto & Equipment Leasing by Flex, Inc.

(LESSOR)                                                      /s/ Lee Whelpley
                                                              ----------------

Heartsoft Software, Inc.

(LESSEE)                                                      /s/ Benjamin Shell
                                                              ------------------

Benjamin Shell (Individual)

(LESSEE)                                                      /s/ Benjamin Shell
                                                              ------------------

ADDENDUM TO EQUIPMENT LEASE

This Addendum is a part of that certain Equipment Lease (EQUIPMENT LEASE) BETWEEN AUTO & EQUIPMENT LEASING BY FLEX, INC. ("COMPANY") and HEARTSOFT SOFTWARE, INC., AND BENJAMIN SHELL (INDIVIDUAL), 3101 NORTH HEMLOCK CIRCLE, BROKEN ARROW, OK 74012 ("LESSEE") dated OCTOBER 04, 2001 re:

That equipment which is listed on the Schedule A dated: OCTOBER 4, 2001 which correlates directly to the EQUIPMENT LEASE of the same date.

1. TRANSFERRANCE OF INTEREST. Upon termination of the EQUIPMENT LEASE (and with all monthly lease payments having been remitted without default), COMPANY may transfer its interest in the leased equipment to LESSEE for the agreed upon residual pricing as set forth in the EQUIPMENT LEASE (PARA 3). LESSEE shall notify COMPANY of its intentions and method(s) of purchasing the leased equipment no less than 30 (thirty) days prior to the termination of the EQUIPMENT LEASE. The following conditions apply:

a. LESSEE agrees to purchase leased equipment at agreed upon pricing of $1000.00 (AS SET FORTH IN THE EQUIPMENT LEASE) upon termination of the EQUIPMENT LEASE or,

b. LESSEE agrees to compensate COMPANY the difference between the repurchase price stated above (paragraph 1.a.) and FAIR MARKET VALUE at the time of EQUIPMENT LEASE termination. FAIR MARKET VALUE shall be determined by the higher value of a minimum of three (3) bids from qualified interested parties OR the price at which the leased equipment is sold (IF AT OR ABOVE QUALIFIED BIDS).

ACCEPTED AND AGREED UPON this 4TH DAY
OF OCTOBER, 2001

                                                           BY /s/ Lee Whelpley
                                                             -------------------

HEARTSOFT SOFTWARE, INC
-----------------------
(LESSEE)
                                                           BY /s/ Benjamin Shell
                                                             -------------------

BENJAMIN SHELL  (INDIVIDUAL)
----------------------------
(LESSEE)
                                                           BY /s/ Benjamin Shell
                                                             -------------------

ADDENDUM TO LEASE CONTRACT

This Addendum is a part of that certain Equipment Lease Contract between AUTO AND EQUIPMENT LEASING BY FLEX, INC., 7229 S. 85TH EAST AVENUE, SUITE 100, TULSA, OK 74133 ("LESSOR") and HEARTSOFT SOFTWARE, INC., AND BENJAMIN SHELL (INDIVIDUAL), 3101 N. HEMLOCK CIRCLE, BROKEN ARROW, OK 74012 ("LESSEE") dated OCTOBER 4, 2001.

In Accordance With the provisions of the above Equipment Lease

IT IS AGREED that the leased equipment will neither be sold nor sub-let without written notification and permission of Lessor by Lessee.

IT IS AGREED that LESSEE shall provide LESSOR with a "STATEMENT OF LOCATION" on a semi-annual basis regarding the leased equipment listed on the Schedule A. If said equipment is located at the Lessee's place of business, a simple statement to that effect will suffice. Equipment shall not be transported out of the State of Oklahoma (FOR PURPOSES OF DOING BUSINESS ON A REGULAR BASIS) without a written request from Lessee.

IT IS AGREED that LESSEE shall be responsible to provide all necessary maintenance to leased equipment (WHETHER OR NOT UNDER FACTORY OR EXTENDED WARRANTY MAINTENANCE CONTRACTS).

ACCEPTED AND AGREED UPON this 4TH DAY
OF OCTOBER, 2001

                                                      BY   /s/ Lee Whelpley
                                                           --------------------
HEARTSOFT SOFTWARE, INC.
------------------------
(LESSEE)
                                                      BY   /s/ Benjamin Shell
                                                           -------------------
BENJAMIN SHELL   (INDIVIDUAL)
-----------------------------
(LESSEE)
                                                      BY   /s/ Benjamin Shell
                                                           --------------------

EXHIBIT 10.79

RAYMOND E. HARTFIELD

DELIVERABLES:

1. Extensive research relative to the market, competition, channels of distribution, technology validation, patent verification, etc. (7-10 days)
2. Executive Summary specifically prepared as first article of review by potential funding sources. (3 days)
3. A one-page summary of the proposition and highlights of the proposal. (1 day)
4. Complete Business Plan that expresses all elements of the proposed business proposition with financials that indicate return on investment. (14 days)
5. PowerPoint presentation designed to be used in connection with forums set up with potential funding sources. This presentation will be professionally developed in two formats 1) 10-minute version that presents the essentials and the need for capital, and 2) 20-minute version that discusses the business and the deal in more detail. (7-10 days)
6. Provide the necessary material to at least 5 funding sources (venture capitalists/angel investors with whom I have previous experience and knowledge) with the intent of surviving their screening process and secure a forum for presentation. (30 to 60 days...as required)*

Throughout this process the current leadership team and interested stakeholders will have visibility of the information and work in progress in an effort to create consensus for what will be proposed as the "go forward" strategy.

This effort will leverage heavily some of the current resources within Heartsoft, Inc. to assist in the development of financials, product roadmaps, marketing strategies, and channels of distribution. I will leverage my market contacts as much as I professionally can without creating project costs.

* Venture Capitalists and Angel Investors many times have their own cycles in which they consider deals. These cycles are sometimes every other month, quarterly, or semi-annually. We will have to hit their cycles as best we can when the documentation is completed and ready for review. We should consider presenting the completed message and material to the current Heartsoft, Inc. stockholders at the appropriate time.

REQUIREMENTS:

I must officially sign a Non-Disclosure Agreement with Heartsoft, Inc. I must have the ability to execute a Non-Disclosure Agreement to anyone from whom I need information to complete my work. Keep in mind that potential funding candidates (Venture Capitalists and Angel Investors) typically do not sign Non-Disclosure Agreements. Hence, the Executive Summary is developed as the first article of review and not the complete Business Plan.

I will need access to ALL documentation relative to the technology in Internet Safari. I need some status information from the Patent Attorney: How many office actions have there been? Specifically, what office actions have there been? How long has the Patent Attorney been practicing? Perhaps a CV of the Patent Attorney would be in order.

I will need office and home contact information for the leadership team at Heartsoft, Inc. I will need the ability to communicate with the members of the leadership team Monday through Saturday (8:30 a.m. to 9:30 p.m.). I do not need flawless or continuous communication ability, but merely permission to contact by phone or email (if available) and leave a voice or written message (if possible). All participants of the leadership team will have visibility of the material being constructed. They will have ample opportunity for input during the information gathering phase, the draft review phase, the dress rehearsal presentation/review, and post presentation reviews.

All documentation and material will be developed in Microsoft Binder, Microsoft Word and/or Microsoft Word Art. All presentation material will be developed in PowerPoint. All financial spreadsheets will be prepared and presented in Microsoft Excel. All material and documentation developed shall be delivered to Heartsoft, Inc. on one or more floppy disks every two weeks during this effort. Heartsoft, Inc. may secure a copy of incrementally developed material upon demand at any time between scheduled deliveries.

While trips to and from Broken Arrow, Oklahoma (home office) will be limited to control expenses. All travel and direct expenses related to the execution of this project shall be the responsibility of Heartsoft, Inc. All such expenses will be communicated to and approved by Heartsoft, Inc. authorized management prior to being incurred. Written (email or otherwise) prior approval is preferred, however verbal may be used on an exception basis to avoid additional expenses due to booking deadlines, etc.

All invoices will be presented in advance and are due net 30 days. Mutually agreed upon payment schedule may be established based on milestones.

Patent Verification:                5-6 hours      $        Gordon Matthews
Market Research Information:                       $        Various Sources
New Company Valuation:                             $        Certified Valuator
Technical Consulting (New Products)                $        Outside Talent
Preparation of Required Material                   $        Raymond Hartfield
                                                   ----------------------------
                                                   $

Projected Expenses (Travel, etc.)                  $
                                                   ----------------------------
Total Cost for Program                             $

By affixing signatures below the undersigned do hereby accept and agree to the deliverables, requirements, and implied terms and conditions related to this quotation for services. All information contained herein is to be considered "Confidential" and subject to the terms and conditions stated in their fully executed Non-Disclosure Agreement.

Heartsoft, Inc.                         SplitSecondServices, Inc.

/s/ Benjamin P. Shell                   /s/ Raymond E. Hartfield
-------------------------               -------------------------
Signature                               Signature

Benjanim P. Shell                       Raymond E. Hartfield
-------------------------               -------------------------
Print Name                              Print Name

President/CEO/Chairman                  President/CEO
-------------------------               -------------------------
Title                                   Title

September 17, 2001                      September 17, 2001
-------------------------               -------------------------
Date                                    Date

TERMS OF PAYMENT

The following terms of payment for the project defined in the Quotation for Services between Heartsoft, Inc. and Raymond E. Hartfield (SplitSecondServices, Inc.) shall be in place for the duration of the project. Should Heartsoft, Inc. not be able to make payments per these terms, at any time during the project, the project will stop at the time of non-payment and all materials/notes/work in progress shall be delivered in its current state to Heartsoft, Inc.

The first payment of $ is due upon commencement of project. The following estimates are projections of use of proceeds:

Day 1      $      Airfare from Austin to Broken Arrow
Day 2      $      Gordon Matthews - Patent Work
Day 5      $      Ground Transportation/Meals/4 days
Day 5      $      Airfare from Broken Arrow to Austin
Day 10     $      Steve Hardwick work on Technology
Day 15     $      Steve Hardwick travel to Broken Arrow
Day 20     $      Hardwick Expenses in Broken Arrow
Day 20     $      Hardwick fees for services
Day 20     $      Hartfield fees for services

TOTAL through first 30 days: $

On or before the 25th day (October 5, 2001), Heartsoft, Inc. shall make the second payment to Raymond E. Hartfield in the amount of $ .

Projected use of proceeds:

Day 25     $      Airfare from Austin to Broken Arrow
Day 30     $      Ground Transportation/Meals/5days
Day 30     $      Airfare from Broken Arrow to Austin
Day 35     $      Steve Hardwick work on Roadmap
Day 35     $      Steve Hardwick travel expenses
Day 40     $      Hartfield fees for services

The final payment in the amount of $ shall be due upon completion of documentation and presentation modules. Forums with investors and other financial sources will be coordinated and communicated for no additional

expense to Heartsoft, Inc. The final payment of $       may be paid with
$      cash and not more than $      in warrants or stock.

Heartsoft, Inc.                         SplitSecondServices, Inc.

/s/ Benjamin P. Shell                   /s/ Raymond E. Hartfield
-------------------------               -------------------------
Signature                               Signature

Benjamin P. Shell                       Raymond E.Hartfield
-------------------------               -------------------------
Name                                    Name

Chairman & CEO                          President/CEO
-------------------------               -------------------------
Title                                   Title

September 18, 2001                      September 18, 2001
-------------------------               -------------------------
Date                                    Date

EXHIBIT 10.80

CORPORATE NOTE

SEPTEMBER 13, 2001

FOR VALUE RECEIVED, Heartsoft, Inc. promises to pay to the order of:

Ms. Juanita Seng

the sum of $22,981 (twenty-two thousand nine hundred eighty-one dollars), for past expenses with interest from September 30, 2001 until paid, at the rate of eight percent (8%) per annum.

This Note, together with all interest due, is payable on November 30, 2001.

Heartsoft shall reserve the right to prepay the principle of this Note, together with all such accrued interest at the time of prepayment in whole or in part prior to its due date without premium or penalty.

Heartsoft, signers, and endorsers of this Note severally waive demand, presentment, notice of dishonor, diligence in collection and notice of protest and agree to all extensions and partial payments before or after maturity, without prejudice to the holder. This written Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

Heartsoft, Inc.

by: /s/ Benjamin P. Shell
    -----------------------------
    Benjamin P. Shell
    Chief Executive Officer