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                                                                    EXHIBIT 10.5
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PROMISSORY NOTE - FIXED OR VARIABLE RATE - COMMERCIAL
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 <S>                         <C>                    <C>                 <C>                <C>
 DEBTOR'S  NAME AND          NOTE NUMBER            DATE OF NOTE        MATURITY DATE      PRINCIPAL AMOUNT
 ADDRESS                     0101                   12/16/98            12/16/99           $100,000.00
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 Heartsoft Software Company  CUSTOMER NUMBER        / /  NEW LOAN                          OFFICER
 3101 N. Hemlock Circle      6533450                :    RENEWAL OF LOAN(S) NUMBER                SLW
 Broken Arrow, OK 74102
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                             / /  Fixed Interest Rate of _______ Per Annum, Interest Payable: ____________
                             / /  Variable Interest Rate   1.500% above Chase Manhattan Bank Prime Rate
                                  Initial Rate:  9.250% Interest Payable     MONTHLY
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                             COLLATERAL  CATEGORIES: Bonds, Stock, Inventory,        SOCIAL SECURITY NUMBER:
                             Equipment, Furniture & Trade Fixtures                     73-1391467
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 PAYMENT TERMS               Accrued interest due and payable MONTHLY, beginning     PURPOSE
                             01/16/99 and MONTHLY thereafter, with outstanding         Working Capital L.O.C.
                             principal balance plus unpaid accrued interest due and
                             payable on 12/16/99.
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FOR VALUE RECEIVED, the undersigned Debtor(s), jointly and severally if more
than one, agree to the terms of this Note and promise to pay to the order of
Lender named below at its place of business as indicated herein or at such
other place as may be designated in writing by holder, the Principal Amount
of this Note together with interest until maturity at the per annum interest
rate or rates stated above.  If the writing above indicated that the per
annum interest rate is to vary with changes made from time to time in the
base or prime rate of Lender or other financial institution, each change in
the rate will become effective without notice to Debtor on the same day such
base or prime rate is changed unless a different effective date is specified
above.  The base or prime rate set forth above is determined by the named
Financial Institution in its sole discretion primarily on a basis of its cost
of funds, is not necessarily the lowest or highest rate the named Financial
Institution is charging its customers, and is not necessarily a published
rate. In the event the named Financial Institution fixing the base or prime
rate ceases to exist or ceases to announce such a rate, Lender may specify a
new Financial Institution to fix such rate, in its sole discretion.  Interest
on this Note is calculated on the actual number of days elapsed on a basis of
a 360 day year unless otherwise indicated herein.  For purposes of computing
interest and determining the date principal and interest payments are
received, all payments made under this Note will not be deemed to have been
made until such payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE.  Any principal and/or interest amount not paid
when due shall bear interest at a rate six percent (6%) per annum greater
than the per annum interest rate prevailing on this Note at the time the
unpaid amount became due, but in no event at a rate less than fifteen percent
(15%) per annum. In addition or in the alternative to the interest rate
provided for in this paragraph Lender may assess a charge of ten dollars
($10.00) times the number of days late to cover cost of past due notices and
other expenses.  In no event shall the interest rate and related charges
either before or after maturity be greater than permitted by law.

ALL PARTIES PRINCIPALS.  All parties liable for payment hereunder shall each
be regarded as a principal and each party agrees that any party hereto with
approval of holder and without notice to other parties may from time to time
renew this Note or consent to one or more extensions or deferrals of Maturity
Date for any term or terms, and all parties shall be liable in same manner as
on original note.  All parties liable for payment hereunder waive
presentment, notice of dishonor and protest and consent to partial payments,
substitutions or release of collateral and to addition or release of any
party or guarantor.

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ADVANCES AND PAYMENTS.  It is agreed that the sum of all advances under this
Note may exceed the Principal Amount as shown above, but the unpaid balance
shall never exceed said Principal Amount.  Advances and payments on Note
shall be recorded on records of Lender and such records shall be prima facie
evidence of such advances, payments and unpaid principal balance.  Lender
reserves the right to apply any payment by Debtor, or for account of Debtor,
toward this Note or any other obligation of Debtor to Lender.

COLLATERAL.  This Note and all other obligations of Debtor to Lender, and all
renewals or extensions thereof, are secured by all collateral securing this
Note and by other security interests heretofore or hereafter granted to
Lender as more specifically described in Security Agreements and other
securing documentation.

ACCELERATION.  At option of holder, the unpaid balance of this Note and all
other obligations of Debtor to holder, whether direct or indirect, absolute
or contingent, now existing or hereafter arising, shall become immediately
due and payable without notice or demand upon the occurrence or existence of
any of the following events or conditions:  (a) Any payment required by this
Note or by any other note or obligation of Debtor to holder or to others is
not made when due or the occurrence or existence of any event which results
in acceleration of the maturity of any obligation of Debtor to holder or to
others under any promissory note, agreement or undertaking; (b) Debtor
defaults in performance of any covenant, obligation, warranty or provision
contained in any loan agreement or in any instrument or document securing or
relating to this Note or any other note or obligation of Debtor to holder or
to others; (c) Any warranty, representation, financial information or
statement made or furnished to Lender by or in behalf of Debtor proves to
have been false in any material respect when made or furnished; (d) The
making of any levy against or seizure, garnishment or attachment of any
collateral; (e) Any time Lender in good faith determines prospect of payment
of this Note is impaired; (f) When in the judgment of Lender the collateral,
if any, becomes unsatisfactory or insufficient either in character or value
and upon request, Debtor fails to provide additional collateral as required
by Lender; (g) Loss, theft, substantial damage or destruction of collateral,
if any; (h) Death, dissolution, change in senior management, or termination
of existence of any Debtor; or (I) Appointment of a receiver over any part of
the property of any Debtor, the assignment of property by any Debtor for the
benefit of creditors, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against any party liable, directly or
indirectly, hereunder.

WAIVERS.  No waiver by holder of any payment or other right under this Note
or any related agreement or documentation shall operate as a waiver of any
other payment or right.

GOVERNING LAW.  This Note and the obligations evidenced hereby are made,
entered into, to be construed and governed by the laws of the state indicated
in the address of Lender shown below.  Debtor(s) consent to the jurisdiction
and venue of any Court sitting in the State indicated in the address of
Lender.

COLLECTION COSTS.  All parties liable for payment hereunder agree to pay
reasonable costs of collection, including an attorney's fee of a minimum of
fifteen percent (15%) of all sums due upon default.

RIGHT OF OFFSET.  Any indebtedness due from holder hereof to Debtor or any
party hereto including, but without limitation, any deposits or credit
balances due from holder, is pledged to secure payment of this Note and any
other obligation to holder of Debtor or any party hereto, and may at any time
while the whole or any part of such obligation remains unpaid, either before
or after Maturity hereof, be appropriated, held or applied toward the payment
of this Note or any other obligation to holder of Debtor or any party hereto.

PURPOSE.  Debtor affirms that the proceeds of this Note are to be used for a
business or agricultural purpose and not for a personal, family or household
purpose.

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ENTIRE AGREEMENT.  All parties acknowledge that this Note and related documents
contain the complete and entire agreement between Debtor and Lender and no
variation, modification, changes or amendments to this Note or related documents
shall be binding unless in writing and signed by all parties. No legal
relationship is created by the execution of this Note and related documents
except that of debtor and creditor or as stated in writing.



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LENDER NAME AND ADDRESS                   DEBTOR(S) SIGNATURE(S)
<S>                             <C>                             <C>
Bank of Oklahoma, N.A.          Heartsoft Software Company
Private Financial Services
P.O. Box 2300                   /s/ Benjamin P. Shell           /s/ Jimmy L. Butler
Tulsa, OK 74192-2300            ---------------------------     ---------------------------------
                                Benjamin P. Shell, Chairman     Jimmy L. Butler, Jr., President
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