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                                                                   Exhibit 10.3

                          HEARTSOFT, INC. EMPLOYEE BENEFIT
                               AND STOCK OPTION PLAN

                                     SECTION I

                                      PURPOSE

      1.1   This Employee Benefit and Stock Option Plan (the "Plan") is
intended to provide a means for the granting of awards (each such award (the
"Award") of stock and/or options to selected employees of and consultants to
Heartsoft, Inc. (the "Company") and such of its domestic or foreign, present
or future, affiliated companies as shall be designated from time to time by
the Company's Board of Directors (the "Board") (each such employee or
consultant, upon receipt of an Award, shall be deemed to be a "Participant"
in the Plan). This Plan is designed to: (a) provide incentives and rewards to
those employees who are in a position to contribute to the long term growth
and profitability of the Company; (b) assist the Company and such affiliated
companies (the "Affiliates") to attract, retain, and motivate personnel with
experience and ability; and (c) make the Company's compensation program more
competitive with those of other major employers. The Company expects that by
providing such Awards it will benefit from the added interest which such
personnel will have in the success of the Company and/or the Affiliates as a
result of their proprietary interest.

      1.2   For purposes of this Plan, an Affiliate shall mean any
corporation defined as a subsidiary corporation under Section 424(f) of the
United States Internal Revenue Code of 1986 (the "Code").

                                   SECTION II

                                 ADMINISTRATION

      2.1   This Plan shall be administered by the Board. Subject to the
express provisions of this Plan, the Board shall have full power and
authority, in its discretion, to grant Awards; to determine to whom and the
time when Awards will be granted; to designate Awards as payment for services
rendered to the Company, incentive stock options, nonqualified stock options,
or stock appreciation rights; to determine the purchase price of the common
stock covered by each option and the term of each option; to determine the
terms and provisions of the option agreements (which need not be identical)
entered into in connection with Awards under this Plan, to interpret this
Plan; to supervise the administration of this Plan, to prescribe, amend, and
rescind rules and regulations relating to this Plan; and to make all other
proper determinations and take any other action deemed necessary or desirable
to the proper operation or administration of this Plan. The Board may
authorize such of the Company's officers or other persons to perform such
functions with respect to the execution and administration of this Plan
(other than the interpretation of this Plan and the adoption of rules
governing, its execution and administration) as the Board shall determine
from time to time.

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      2.2   All decisions made by the Board pursuant to the powers vested in
it by this Plan document shall be final and binding on all persons (including
Participants, the Company, and any shareholder and/or employee of the Company
or an Affiliate). No member of the Board shall be liable for any action or
determination made in good faith with respect to this Plan or any Award
granted under it.

      2.3   Neither the Board, the Company, nor any officers or employees of
the Company shall have any duty to advise Participants of any rules,
interpretations, or determinations by the Board, and each Participant shall
be bound by such rules, interpretations, or determinations upon communication
thereof to such Participant, effective as of such date (prior to, subsequent
to, or concurrent with such communication) that each such rule,
interpretation, or determination shall have been intended to be effective by
the Board.

                                    SECTION III

                                 SCOPE AND DURATION

      3.1   Awards under this Plan may be granted in the form of stock
issuances, incentive stock options (the "ISOs") as provided in Section 422 of
the Code, or in the form of nonqualified stock options (the "NQSOs").

      3.2   The total number of shares of common stock of the Company (the
"Stock") as to which stock issuances or Options may be granted under this
Plan shall be 2,000,000, subject to adjustment as provided in Section XII
hereof. The total number of shares of Stock which may be awarded under the
Plan to any single Participant in any one year shall not exceed twenty-five
per cent (25%) of the total shares of Stock allotted to the Plan. Issuance of
Stock for services rendered to the Company or upon exercise of an Option
shall reduce the total number of shares of Stock available under this Plan.
There shall not be counted against this total any shares of Stock covered by
an Option that has lapsed unexercised or has been forfeited as hereinafter
provided.

      3.3   Subject to adjustments provided for in Section M hereof, shares
of Stock as to which issuances may be made or Options under this Plan may be
granted may be made available by the Company from authorized but unissued
shares of Stock or from shares reacquired by the Company (including shares
purchased in the open market).

                                     SECTION IV

                                 ELIGIBLE EMPLOYEES

      The persons who shall be eligible to receive Awards under this Plan
shall be limited to such employees or consultants (including officers and
directors who are employees) of the Company or an Affiliate, without
limitation as to length of service, who are from time to time recommended to,
and authorized by, the Board for Awards under this Plan. The directors of the
Company shall not be eligible to participate in the Plan as directors, but
directors otherwise

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qualified shall be eligible to participate. An employee who has been granted
an Option hereunder may be granted an additional Option or Options, if the
Board shall so determine.

                                     SECTION V

                                  GRANTING AWARDS

      5.1   Subject to the limitations of this Plan, the Board, at any time
and from time to time, and after such consultation with and consideration of
the recommendations of management as the Board deems desirable, shall select
from the eligible employees and/or consultants those persons to be granted
Awards and determine the time when each award shall be granted, the number of
shares of Stock to be subject to an issuance or an Option and the terms and
conditions, consistent with this Plan, upon which Stock issuances are to be
made or Options are to be awarded. The Board shall make Awards to the
employees and/or consultants so selected for the number of shares of Stock or
Options and upon the terms and conditions so determined. No Stock or Options
shall be issued or distributed under this Plan unless and until all legal
requirements applicable to the issuance or transfer of such Options and/or
Stock have been complied with to the satisfaction of the Board.

      5.2   No Awards shall be granted under this Plan after its termination
on June 30, 2005, but Awards granted prior to such termination may extend
beyond that date, and the terms of this Plan shall continue to apply to such
Awards.

                                     SECTION VI

                           TERMS AND CONDITIONS OF OPTION

      6.1   GENERAL. Each Option granted pursuant to this Plan shall be
subject to all of the terms and conditions hereinafter provided in this
Section VI, all other terms and conditions as may be provided in any other
Section of this Plan, and such other terms and conditions ("Discretionary
Conditions") as may be specified by the Board with respect to the Option and
the Stock covered thereby at the time of the making of the Award or as may be
specified thereafter by the Board in the exercise of its powers under this
Plan. Without limiting the foregoing, it is understood that the Board may, at
any time and from time to time after the granting of an Award under this
Plan, specify such additional terms and conditions with respect to such Award
as maybe deemed necessary or appropriate to ensure compliance with any and
all applicable laws and regulations, including, but not limited to, terms and
conditions for compliance with Federal and state securities laws, methods of
withholding or providing for the payment of required taxes, and approvals by
any governmental agencies or national securities exchanges as maybe required.
The terms and conditions with respect to any Award, or with respect to any
Award to any Participant, need not be identical with the terms and conditions
with respect to any Award to that Participant or to any other Participant.

      6.2   OPTION AGREEMENT.  Receipt of an Option shall be subject to
execution of a written agreement (the "Option Agreement") between the Company
and the Participant, in a form approved by the Board, which shall set forth
the number of Options Awarded, the number

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of shares of Stock that may be purchased pursuant to such Options, the
applicable Option Price (as defined herein) and such other terms and
conditions provided in this Plan as may be deemed appropriate by the Board,
including, but not limited to, any Discretionary Conditions. The Option
Agreement shall be subject to, and shall be deemed amended to include, such
additional Discretionary Conditions as the Board may thereafter specify in
the exercise of its powers under this Plan. A fully executed original
counterpart of such Option Agreement shall be provided to the Company and the
Participant. Each Option Agreement shall identify the Options represented
thereby as ISOs or NQSOs.

      6.3   OPTION PRICE.  The purchase price of the Stock covered by each
Option shall be determined by the Board, but in no event shall the Option
Price of ISOs be less than 100% of the Fair Market Value of such Stock on the
date the Option is granted, nor shall the Option Price of NQSOs be less than
25% of the Fair Market Value of such Stock on the date the Option is granted.
For this purpose, "Fair Market Value" of a share shall be the closing "Bid"
price as reported in the Wall Street Journal (or if not so reported, as
otherwise reported by the National Association of Securities Dealers
Automated Quotation (NASDAQ) system on the applicable date (the "Valuation
Date") if the shares were traded on a stock exchange on the Valuation Date;
if the shares were not so traded, Fair Market Value shall be the mean of
closing Bid price on the valuation Date. If there were no sales or reported
Bid prices on the Valuation Date, the Board shall determine the Fair Market
Value as of the last trading day preceding the Valuation Date for which there
was a sale or reported Bid prices or if no such prices are available, then
such other appropriate method for determining fair market value.

      6.4   TERM OF OPTION.

            A.    The duration of each Option granted under this Plan shall
be for not more than 10 years from the date of grant, as the Board shall
determine, subject to earlier termination as provided in Sections VIII, IX,
and X hereof The Board may, in its discretion, extend the period within which
any particular Option may be exercised beyond the expiration date originally
provided in said Option even if any such extension may cause an ISO to become
treated as a NQSO. However, no Option shall, in any event, be exercised after
the expiration of the full term of the Option as may be specified in the
Option.

            B.    Subject to the provisions of this Plan, an Option may be
exercised, at any time or from time to time (subject, in the case of ISOs, to
such restrictions as may be imposed from time to time by the Code), as and
when determined by the Board by giving written notice to the Company of the
exercise of the Option. Except as provided in Sections VIII and IX hereof, no
Option may be exercised at any time unless the Participant is then a
consultant to or a regular full-time employee of the Company or an Affiliate.
To the extent an Option is not exercised within its term, the Option shall
automatically terminate at the end of such term. Notwithstanding the
foregoing provisions, failure to exercise an ISO within the periods of time
prescribed under Sections 421 and 422 of the Code shall cause an ISO to cease
to be treated as an "Incentive Stock Option" for the purposes of Section 422
of the Code. In the Option Agreement or after an Option is granted the Board
may, on such terms and conditions as it may determine to be appropriate and
notwithstanding the provisions of this paragraph 6.413, extend the time at
which the Option or any portion thereof may be exercised.

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            C.    The Option Price for the shares as to which an Option is
exercised shall be paid to the Company in full on the date of exercise. A
Participant shall pay for such shares of Stock (i) in cash, (ii) by certified
or cashier's check payable to the order of the Company, or (iii) by such
other mode of payment as the Board may approve, including payment through a
broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board. Furthermore, the Board may provide in an Option Agreement that
payment may be made in whole or in part in shares of Stock held by the
Participant, unless otherwise provided in the Option Agreement, for more than
six months (or such shorter period of time as shall not, in the Board's sole
discretion, have an adverse effect on the Company's financial statements),
provided, however, that the Option Price may not be paid for with shares of
Stock if such method of payment would result in liability under Section 16(b)
of the Exchange Act to the Participant. If payment is made in whole or in
part in shares of Stock, then the Participant shall deliver to the Company
certificates owned by such Participant, free of all liens, claims, and
encumbrances of every kind and have an aggregate Fair Market Value on the
date of delivery that is at least as great as the Option Price of the shares
of Stock (or relevant portion thereof) with respect to which such Option is
to be exercised by payment in shares of Stock, endorsed in blank or
accompanied by stock powers duly endorsed in blank by the Participant. In the
event that certificates for shares of Stock delivered to the Company
represent a number of shares of Stock in excess of the number of shares of
Stock required to make payment for the Option Price of the shares of Stock
(or relevant portion thereof) with respect to which such Option is to be
exercised by payment in shares of Stock, the stock certificate issued to the
Participant shall represent (iii) the shares of Stock in respect of which
payment is made, and (ii) such excess number of shares of Stock.
Notwithstanding the foregoing, the Board may impose from time to time such
limitations and prohibitions on the use of shares of Stock to exercise an
Option as it deems appropriate. Stock acquired by the Participant which is
identified as having been obtained through an ISO under this Plan and still
subject to ISO holding requirements as defined in Section 422 of the Code,
may not be tendered in payment of the Option Price.

      6.5   DATE OF GRANT. The date on which an Award shall be deemed to have
been granted under this Plan shall be the date of the Board's authorization
of the Award or such later date as may be determined by the Board at the time
the Award is authorized. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.

      6.6   RIGHTS AS A SHAREHOLDER.  No Participant shall have any rights to
dividends or other rights of a shareholder with respect to shares of Stock
subject to an Option until the Participant has given notice of exercise of
the Option, has paid in full the Option Price for such shares of Stock, and
has otherwise complied with this Plan, the Option Agreement, and such rules
and regulations as may be established by the Board.

      6.7   INCENTIVE STOCK OPTIONS.

            A.    In the case of an ISO, each Option Agreement shall contain
such other terms, conditions, and provisions as the Board determines
necessary or desirable in order to qualify such Option as a tax favored
option (within the meaning of Section 422 of the Code or

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any amendment or substitute thereto or regulation thereunder) including
without limitation, each of the following, except that any of these
provisions maybe omitted or modified if it is no longer required in order to
have an option qualify as a tax-favored option within the meaning of Section
422 of the Code or any substitute therefor:

                  i,    The Option must be expressly designated as an ISO by
the Board and in the Option Agreement; and

                  ii.   The aggregate fair market value (determined as of the
date the Option is granted) of the shares of Stock with respect to which ISOs
are first exercisable under the terms of the Option Agreement by any
Participant during any calendar year (under all plans of the Company shall
not exceed $100,000.

      B.    ISOs shall also comply with any other restrictions and
limitations imposed by Section 422 of the Code not otherwise provided in the
Plan.

      C.    In the event of amendments to the Code or applicable rules or
regulations relating to ISOs awarded subsequent to the date hereof, the
Company may amend the provisions of this Plan and the Company and the
Participants holding ISOs may agree to amend outstanding Option Agreements to
conform to such amendments.

      6.8   SUBSTITUTE OPTIONS.  Options may be granted under the Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become and who do concurrently with the grant
of such Options become employees of the Company or a subsidiary as a result
of a merger or consolidation of the employing corporation with the Company or
a subsidiary, or the acquisition by the Company or a subsidiary of the assets
of the employing corporation, or the acquisition by the Company, or a
subsidiary of stock of the subsidiary. The terms and conditions of the
substitute Options so granted may vary from the terms and conditions set
forth in this Section VI of the Plan to such extent as the Board at the time
of grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted.

      6.9   INVESTMENT PURPOSE.

            A.    Each Option under this Plan shall be granted on the
condition that the purchases of shares of Stock hereunder shall be for
investment purposes, and not with a view toward resale or distribution,
except that in the event that Stock subject to such Option is registered
under the Securities Act of 1933, as amended, or in the event of a resale of
such Stock without registration thereunder would otherwise be permissible,
such condition shall be inoperative if in the opinion of counsel for the
Company such condition is not required under the Securities Act of 1933 or
any other applicable law, regulation, or rule of any governmental agency,

            B.    The Board may require each person purchasing shares of
Stock pursuant to exercise of an Option to represent to and agree with the
Company in writing that such shares are being acquired for investment and
without a view to distribution thereof.  The certificates for

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shares of Stock so purchased may include any legend which the Board deems
appropriate to reflect any restriction on transfer. The Board also may
impose, in its discretion, as a condition of any Option, any restrictions on
the transferability of shares of Stock acquired through the exercise of such
Option as it may deem fit. Without limiting the generality of the foregoing,
the Board may impose conditions restricting absolutely the transferability of
shares of Stock acquired through the exercise of Options for such periods as
the Board may determine and, further, in the event a Participant's employment
by the Company or an Affiliate terminates during the period in which such
shares of Stock are nontransferable, the Participant may be required, if
required by the related Option Agreement, to sell such Stock back to the
Company at such price and on such other terms as the Board may have specified
in the Option Agreement.

            C.    A Participant shall give prompt notice to the Company of
any disposition of shares of Stock acquired upon exercise of an ISO if such
disposition occurs within either two (2)years after grant or one (I) year
after receipt of such shares by the Participant.

      6.10  REPLACEMENT OPTIONS.  The Board, in its absolute discretion, may
grant to holders of outstanding Options, in exchange for the surrender and
cancellation of such Options, new Options having Option Prices lower (or
higher) than the Option Price provided in the Options so surrendered and
canceled and containing such other terms and conditions as the Board may deem
appropriate.

                                    SECTION VII

               NONTRANSFER-ABILITY OF AWARDS. GOVERNMENT REGULATIONS

      7.1   AWARDS NOT TRANSFERABLE.  Options granted under this Plan shall
not be assignable or transferable by the Participant other than by will or by
the laws of descent and distribution. During the lifetime of a Participant,
Options may be exercised only by the Participant. Options exercisable after
the death of a Participant may be exercised by the legatees, personal
representatives, or distributees of the Participant. However, if an Option is
originally granted to a business entity such as a corporation, partnership,
limited liability company, or trust, then such Option shall be transferable
by the Participant.

      7.2   GOVERNMENT REGULATIONS.  This Plan, the granting of Awards under
this Plan, and the issuance or transfer of shares of Stock (and/or the
payment of money) pursuant thereto are subject to all applicable Federal and
state laws, rules, and regulations (including without limitation the law,
rules, and regulations of the Exchange Act) and to such approvals by any
regulatory or governmental agency (including without limitation "no action"
positions of the Securities and Exchange Commission) which may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith. Without limiting the generality of the foregoing, no Awards may be
granted under this Plan, and no shares of Stock shall be issued by the
Company, nor cash payments made by the Company, pursuant to or in connection
with any such Award, unless and until, in each such case, all legal
requirements applicable to the issuance or payment have, in the opinion of
counsel to the Company, been complied with in full. In connection with any
Stock issuance or transfer, the person acquiring the Stock shall, if
requested by the Company, give assurances satisfactory to COUNSEL TO THE
company in respect of such

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matters as the Company may deem desirable to assure compliance with all
applicable legal requirements. The Company shall not be required to deliver
any shares of Stock under the Plan prior to:

                  i.    The admission of such shares to listing or for
quotation on any stock exchange or automated quotation system on which shares
of Stock may then be listed or quoted; and

                  ii.   The completion and effectiveness of such registration
or other qualification of such shares under any state or Federal law, rule,
or regulation, as the Board shall determine to be necessary or advisable.

                                    SECTION VIII

                       RIGHTS UPON TERMINATION OF EMPLOYMENT

      In the event that a Participant ceases to be an employee of or
consultant to the Company or any subsidiary for any reason other than death
or disability (within the meaning of Section 22(e)(3) of the Code or any
substitute therefore), the Participant shall have the right to exercise the
Option during its term or within such other period, and subject to such terms
and conditions, as may be specified by the Board.

                                    SECTION IX

                         DEATH OR DISABILITY OF PARTICIPANT

      If, prior to the end of the Option Period, the Participant shall cease
to be employed by the Company or an affiliate by reason of death or
disability, each Option shall remain exercisable for a period of one year
from the date of cessation of employment to the extent that it was
exercisable at the time of cessation of employment, or within such other
period, and subject to such terms and conditions, as may be specified by the
Board. As used in this Section IX and elsewhere in this Plan, the term
"disability" means a physical or mental impairment sufficient to make the
individual eligible for benefits under the Long-Term Disability Plan of
Heartsoft, Inc., or an Affiliate (whether or not a participant in such plan),
so long as such impairment also constitutes a disability within the meaning
of Section 22(e)(3) of the Code.

                                     SECTION X

                     FORFEITURE UPON OCCURRENCE OF CERTAIN ACTS

      Notwithstanding any other provision of this Plan, no payment of any
Award shall be made, and all rights of the Participant who received such
Award (or his designated beneficiary or legal representatives) to the payment
thereof under this Plan, shall be forfeited if, prior to the time of such
payment, the Participant (i) shall be employed without the Company's or
Affiliate's consent by a competitor of, or shall be engaged in any activity
in competition with, the Company or an Affiliate; (ii) divulges without the
consent of the Company any secret or confidential

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information belonging to the Company or any subsidiary; (iii) has engaged in
fraud, embezzlement, theft, commission of a felony, or other dishonest
conduct in the course of his employment with the Company or any subsidiary;
or (iv) has committed any act which, in the sole judgment of the Board, has
been substantially detrimental to the interests of the Company or any
subsidiary. The Company shall give a Participant written notice of the
occurrence of any such event prior to making any such forfeiture. The
determination of the Board as to the occurrence of any of the events
specified in the foregoing clauses (i), (ii), (iii), and (iv) of this Section
X shall be exclusive and binding upon all persons for all purposes. Any Award
shall be subject to forfeiture for the reasons provided in this Section in
such manner as shall be provided by the Board.

                                     SECTION X1

                           STOCK ADJUSTMENTS UPON CHANGES

      11.1  In the event that the shares of Stock shall be changed into or
exchanged for a different number or kind of shares of Stock of the Company or
of shares of another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, stock split, combination of shares, or
otherwise), or if the number of such shares of Stock shall be increased
through the payment of a stock dividend, then there shall be substituted for
or added to each share of Stock subject to, or which may become subject to,
an Option under this Plan, the number and kind of shares into which each
outstanding share of Stock shall be exchanged, or to which each such share
shall be entitled, as the case may be. Outstanding Options shall also be
appropriately amended as to option Price and other terms as may be necessary
to reflect the foregoing events. In the event there shall be any other change
in the number or kind of outstanding shares of the Stock, or of any shares
into which such shares shall have been changed, or for which the Board shall,
in its sole discretion, determine that such change equitably requires an
adjustment in any Option theretofore granted or which may be granted under
this Plan, such adjustments shall be made in accordance with such
determination.

      Subject to any required action by the shareholders of the Company, the
number of shares of Stock covered by each outstanding Option and the number
of shares of Stock which have been authorized for issuance under the Plan but
as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price
per share of Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a stock split (forward or reverse), stock
dividend, combination or reclassification of the Stock, or any other increase
or decrease in the number of issued shares of Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding, and
conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made, with respect to the number or price of shares of Stock subject to an
Option.

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      11.2  Fractional shares resulting from any adjustment in Options
pursuant to this Section XI may be settled in cash or otherwise as the Board
shall determine. Notice of any adjustment shall be given by the Company to
each holder of an Option which shall have been so adjusted and such
adjustment (whether or not such notice is given) shall be effective and
binding for all purposes of this Plan,

      11.3  The Board shall have the power, in the event of any merger or
consolidation of the Company with or into any other corporation, or the
merger or consolidation of any other corporation with or into the Company or
the sale of all or substantially all of the assets of the Company, or an
offer to purchase made by a party other than the Company to all shareholders
of the Company for all or any substantial portion of the outstanding Stock,
to amend all Outstanding Options to permit the exercise of all such options
prior to the effectiveness of any such merger, consolidation, or sale or the
expiration of any such offer to purchase and to terminate such Options as of
such effectiveness or expiration.

      11.4  In making the adjustments provided for by this Section X1,
consideration shall be given to applicable tax laws in order to avoid a
premature lapse or disqualifying disposition of an Option due solely to such
adjustment.

                                    SECTION XII

               EFFECTIVE DATE. TERMINATION. AND AMENDMENT OF THE PLAN

      12.1  This Plan shall become effective on June 15,1997, provided that
the Company's shareholders shall have adopted and ratified the Plan at the
Company's next occurring Annual Meeting of Shareholders or at a prior
meeting. Once effective, this Plan shall terminate on June 3, 2005, but
Awards theretofore granted may extend beyond that date in accordance with
their terms.  No Option granted pursuant to this Plan may be exercised before
the Plan is approved by the shareholders of the Company. However, Stock
issuances for services rendered to the Company, prior to ratification of the
Plan by the shareholders, shall be valid.

      12.2  The Board may, insofar as permitted by law from time to time and
at any time, with respect to any shares of Stock at the time not subject to
Options, terminate, suspend, alter, amend, or discontinue this Plan, in whole
or in part, except that no such modification, alteration, amendment, or
discontinuation shall, without the Participant's consent, impair the rights
of any Participant under any Award granted to such Participant except in
accordance with the provisions of this Plan and/or the Option Agreement
applicable to any such Award and except, further, that no modification,
alteration, or amendment shall, without the approval by the holders of a
majority of the then-outstanding voting stock of the Company represented and
entitled to vote at a shareholders' meeting:

                  i.    Increase the total number of shares of Stock reserved
for the purposes of this Plan, except as provided in Section XI of this Plan;

                  ii.   Decrease the Option Price of any ISO to less than
100% of Fair Market Value on the date of grant of any Option;

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                  iii.  Decrease the Option Price of any NQSO to less than
25% of Fair Market Value on the date of grant of any Option; or

                  iv.   Materially increase the benefits accruing to
Participants under this Plan.

                                    SECTION XIII

                                   MISCELLANEOUS

      13.1  NO RIGHTS TO CONTINUED EMPLOYMENT OR AWARD. This Plan does not,
directly or indirectly, create any right for the benefit of any employee or
class of employees to receive any Awards under this Plan, or create in any
employee or class of employees any right with respect to continuation of
employment by the Company or an Affiliate, and it shall not be deemed to
interfere in any way with the Company's or an Affiliate's right to terminate
or otherwise modify an employee's employment at any time,

      13.2  FAILURE TO COMPLY WITH TERMS AND CONDITIONS.  Notwithstanding
any other provision of this Plan, no payment or delivery with respect to any
Award shall be made, and all rights of the Participant who receives such
Award (or his designated beneficiary or legal representative) to such payment
or delivery under this Plan shall be forfeited, at the discretion of the
Board, if, prior to the time of such payment or delivery, the Participant
breaches a restriction or any of the terms, restrictions, and/or conditions
of this Plan and/or Agreement.

      13.3  NO PROHIBITION ON CORPORATE ACTION. No provision of this Plan
shall be construed to prevent the Company or any officer or director thereof
from taking any corporate action deemed by the Company or such officer or
director to be appropriate or in the Company's best interest, whether or not
such action could have an adverse effect on the Plan or any options granted
hereunder, and no Participant or Participant's estate, personal
representative, or beneficiary shall have any claim against the Company or
any officer or director thereof as a result of the taking, of such action.

      13.4  PARTIES IN INTEREST.  The provisions of this Plan and the terms
and conditions of any Award shall, in accordance with their terms, be binding
upon, and inure to the benefit of, all successors of each Participant,
including. without limitation, such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any receiver.

      13.5  DESIGNATION OF BENEFICIARY. Each Participant may designate a
beneficiary or beneficiaries (on a form supplied by the Company) to exercise
his Award(s) in the event of his death, and may change such designation from
time to time and at any time prior to the death of such Participant.

      13.6  NON-UNIFORM DETERMINATION. THE Board's determinations under the
Plan (including without limitation determinations of the persons to receive
Awards, the form, amount, and timing of such Awards, the terms and provisions
of such Awards, and the

                                       11

<PAGE>

agreements evidencing same) need not be uniform and may be made selectively
among persons who receive, or are eligible to receive, Awards under the Plan
whether or not such persons are similarly situated.

      13.7  USE OF PROCEEDS. The proceeds received by the Company from the
exercise of any Option issued pursuant to the Plan or from the grant of any
other Award under the Plan shall be used for the general corporate purposes
of the Company.

      13.8  GOVERNING LAW.  All questions pertaining to construction,
validity, and effect of the provisions of under this Plan and the rights of
all persons hereunder shall be governed by and construed in accordance with
the laws of the State of Oklahoma, without consideration of conflict of laws
principles.

      13.9  OTHER PROVISIONS.

            A.    No Participant or other person shall have any right with
respect to the Plan, the Stock reserved for issuance under the Plan, or in
any Award, contingent or otherwise, until written evidence of the Award shall
have been delivered to the recipient and all the terms, conditions, and
provisions of the Plan and the Award applicable to such recipient (and each
person claiming under or through him) have been met.

            B.    To the extent that Rule 16b-3 under the Exchange Act
applies to Awards granted under this Plan, it is the intent of the Company
that the Plan comply in all respects with the requirements of Rule 16b-3,
that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention, and that if any provision of
the Plan is found not to be in compliance with Rule l6b-3, such provision
shall be deemed null and void to the extent required to permit the plan to
comply with Rule l6b-3.

            C.    The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan, and
rights to the payment of Awards shall be no greater than the rights of the
Company's general creditors.

            D.    By accepting any Award or other benefit under the Plan,
each Participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company or the Board.

            E.    The adoption of the Plan shall not affect any other stock
option, compensation, or inceptive plan in effect for the Company or any
Affiliate and the Plan shall not preclude the Board from establishing any
other forms of incentive or compensation for employees of the Company or any
Affiliate.

            F.    The masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural, where the context so
indicates.

                                       12

<PAGE>

                                       SECTION XIV
                                     INDEMNIFICATION

      With respect to the administration of the Plan, the Company shall
indemnify each present and future member of the Board against, and each
member of the Board shall be entitled without further act on his part to
indemnification from the Company for all expenses (including the amount of
judgments and the amount of approved settlements made with a view to the
curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by him in connection with or arising out of, any
action, suit, or proceeding in which he may be involved by reason of his
being or having been a member of the Board, whether or not he continues to be
such a member of the Board at the time of incurring such expenses; provided,
however, that such indemnity shall not include any expenses incurred by any
such member of the Board (i) in respect of matters as to which he shall be
finally adjudged in any such action, suit, or proceeding to have been guilty
of gross negligence or willful misconduct in the performance of his duty as
such member of the Board; or (ii) in respect of any matter in which any
settlement is effected for an amount in excess of the amount approved by the
Company on the advice of its legal counsel; and provided further that no
right of indemnification under the provisions set forth herein shall be
available to or enforceable by any such member of the Board unless within 60
days after institution of any such action, suit, or proceeding he shall have
offered the Company in writing the opportunity to handle and defend same at
its own expense. The foregoing FIGHT of indemnification shall inure to the
benefit of the heirs, executors, or administrators of each such member of the
Board and shall be in addition to all other rights to which such member of
the Board may be entitled as a matter of law, contract, or otherwise.

                                        SECTION XV

                                     TAX WITHHOLDING

      The Company shall have the right to withhold from amounts due
Participants or to collect from Participants directly, the amount which the
Company deems necessary to satisfy any taxes required by law to be withheld
at any time by reason of participation in the Plan and the obligations of the
Company under the Plan shall be conditional on payment of such taxes. The
Participant may, prior to the due date of any taxes, pay such amounts to the
Company in cash or, with the consent of the Board, in shares of Stock (which
shall be valued at their Fair Market Value on the date of payment). There is
no obligation under this Plan that any Participant be advised of the
existence of the tax or the amount required to be withheld. Without limiting
the generality of the foregoing, in any case where the Company determines
that a tax is or will be required to be withheld in connection with the
issuance or transfer of shares of Stock under this Plan, the Company may,
pursuant to such rules as the Board may establish, reduce the number of such
shares of Stock so issued or transferred by such number of shares as the
Company may deem appropriate, in its sole discretion, to accomplish such
withholding or make such other arrangements as it deems satisfactory.
Notwithstanding any other provision of this Plan, the Board may impose such
conditions on the payment of any withholding obligation as may be required to
satisfy applicable regulatory requirements, including, without limitation,
Rule 16b-3 ) (or successor provision) under the Exchange Act.

                                       13

<PAGE>

      TO RECORD the adoption of this Plan, the Board has caused this
instrument to be executed on this 15th day of June, 1997.

                                    HEARTSOFT, INC.
                                    a Delaware corporation


                                    By:   /s/ Benjamin Shell
                                       ----------------------------------------
                                          Benjamin Shell
                                          Chairman of the Board of Directors


                                    By:   /s/ Jimmy Butler
                                       ----------------------------------------
                                          Jimmy L. Butler, President


                                       14

<PAGE>














                                      EXHIBIT 2













<PAGE>

                                    T. ALAN OWEN
                                   Attoney at Law
                             2017 East Lamar Boulevard
                                     Suite 100
                               Arlington, Texas 76006
TELEPHONE                                                               TELEFAX
(817) 633-3557                                                   (817) 795-0154
(817) 640-2868 - Metro
                                    June 15,1997

      The Board of Directors
      Heartsoft, Inc.
      3101 North Hemlock Circle
      Broken Arrow, Oklahoma 74012

            RE:   Heartsoft, Inc. Employee Benefit and Stock Option Plan

      Gentlemen:

           I have acted as counsel to Heartsoft, Inc. (the "Company") in
      connection with the preparation and filing with the Securities and
      Exchange Commission under the Securities Act of 1933, as amended, of a
      registration statement on Form S-8 (the "Registration Statement")
      relating to the offer and sale by the Company of up to 2,000,000 shares
      (the "Shares") of the Company's $0.0005 par value Common Stock, pursuant
      to the Heartsoft, Inc. Employee Benefit and Stock Option Plan (the
      "Plan").

           As counsel to the Company, I have supervised all corporate
      proceedings in connection with the preparation and filing of the
      Registration Statement. I have also examined the Company's Certificate of
      Incorporation and Bylaws, as amended to date, the corporate minutes and
      other proceedings, and the records relating to the authorization, sale,
      and issuance of the Shares, and such other documents and matters of law as
      I deemed necessary or appropriate in order to render this opinion.

           Based upon the foregoing, it is my opinion that each of the Shares,
      when issued in accordance with the terms and conditions of the Plan, will
      be duly authorized, legally and validly issued and outstanding, fully
      paid, and nonassessable.

           I hereby consent to the use of this opinion in the Registration
      Statement.

                                           Sincerely,

                                           /s/ T. Alan Owen

                                           T. Alan Owen
TAO/jac

<PAGE>











                                      EXHIBIT 3













<PAGE>

                                    T. ALAN OWEN
                                  Attorney at Law
                             2017 East Lamar Boulevard
                                     Suite 100
                               Arlington, Texas 76006
TELEPHONE                                                               TELEFAX
(817) 633-3557                                                   (817) 795-0154
(817) 640-2868 -- METRO
                                    JUNE 15, 1997

      The Board of Directors
      Heartsoft, Inc.
      3101 North Hemlock Circle
      Broken Arrow, Oklahoma 74012

            RE:   Heartsoft, Inc. Employee Benefit and Stock Option Plan

      Gentlemen:

           I Have acted as counsel to Heartsoft, Inc. (the "Company") in
      connection with the preparation and filing with the Securities and
      Exchange Commission under the Securities Act of 1933, as amended, of a
      registration statement on Form S-8 (the "Registration Statement") relating
      to the offer and sale by the Company of up to 2,000,000 shares (the
      "Shares") of the Company's $0.0005 par value Common Stock, pursuant to the
      Heartsoft, Inc. Employee Benefit and Stock Option Plan (the "Plan").

           As counsel to the Company, I have supervised all corporate
      proceedings in connection with the preparation and filing of the
      Registration Statement. I have also examined the Company's Certificate of
      Incorporation and Bylaws, as amended to date, the corporate minutes and
      other proceedings, and the records relating to the authorization, sale,
      and issuance of the Shares, and such other documents and matters of law as
      I deemed necessary or appropriate in order to render this opinion.

           Based upon the foregoing, it is my opinion that each of the Shares,
      when issued in accordance with the terms and conditions of the Plan, will
      be duly authorized, legally and validly issued and outstanding, fully
      paid, and nonassessable.

           I hereby consent to the use of this opinion in the Registration
      Statement.

                                          SINCERELY,

                                          /s/ T. Alan Owen

                                          T. Alan Owen
TAO/JAC

<PAGE>













                                     EXHIBIT 4













<PAGE>

     KNOW ALL MEN BY THESE PRESENTS. that each person whose signature appears
below constitutes and appoints Benjamin P. Shell as such person's true and
lawful attorney-in-fact and agent, with full power of substitution, for such
person and in such person's name, place.. and stead, in any and all
capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement, and to file the same with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

                                          /s/ Benjamin P. Shell
                                    -----------------------------------------
                                    Benjamin P. Shell, Chairman of the Board of
                                    Directors

                                    Date: June 15, 1997

                                         /s/ Jimmy L. Butler
                                    -----------------------------------------
                                    Jimmy L. Butler, President,
                                    Director, and Chief Financial Officer

                                    Date: June 15. 1997

STATE OF OKLAHOMA   )
                    )
COUNTY OF CREEK     )

     BEFORE ME, the undersigned authority, on this day personally appeared
Jimmy L. Butler, known to me to be the, person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same
for the, purposes and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of June. 1997.


                                        /s/ Kathy David
                                    -----------------------------------------
                                    Notary Public in and for
                                    The State of Oklahoma


My Commission Expires:

 December 5, 1998
---------------------------

<PAGE>

STATE OF OKLAHOMA   )
                    )
COUNTY OF CREEK     )

     BEFORE ME, the undersigned authority, on this day personally appeared
Benjamin P. Shell, known to me to be the, person whose name is subscribed to
the foregoing instrument,. and acknowledged to me that he executed the same
for the, purposes and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of June. 1997.


                                           /s/ Kathy David
                                    -----------------------------------------
                                    Notary Public in and for
                                    The State of Oklahoma



My Commission Expires:

 December 5, 1998
---------------------------