EXHIBIT 10.24
                                                                   -------------

                                                               Heartsoft
                                                               ---------
                                                                Tenant


                                    STANDARD
                         OFFICE BUILDING LEASE AGREEMENT

                                TABLE OF CONTENTS



COVER PAGE.................................................................  2

PARTIES....................................................................  5

TERM.......................................................................  5

PREMISES ..................................................................  5

POSSESSION.................................................................  5

RENT.......................................................................  6

USE........................................................................  7

ASSIGNMENT; SUBLET SUBORDINATION; ESTOPPEL; NOTICE TO MORTGAGE.............  9

MAINTENANCE & REPAIR: RIGHT OF ENTRY; ALTERATIONS, LIENS, SIGNS ........... 10

INSURANCE; INDEMNITY; SUBROGATION; DAMAGE AND DESTRUCTION.................. 12

CONDEMNATION............................................................... 13

SURRENDER OF PREMISES...................................................... 13

DEFAULT; EVENTS; REMEDIES.................................................. 14

MISCELLANEOUS PROVISIONS................................................... 15
<PAGE>

                                   COVER PAGE


LEASE TERMS:                            Dated this ______ day of January, 2000
                                        For reference purposes only


1.1     PARTIES AND NOTICE ADDRESSES:

                  Landlord:         N. D. Henshaw
                                    2700 North hemlock Court
                                    Broken Arrow, Oklahoma 74012

                  Tenant:           Heartsoft Software Co.
                                    --------------------------------------------
                                    P. O. Box 691381
                                    --------------------------------------------
                                    Tulsa, Oklahoma 74169
                                    --------------------------------------------

                                    State of Incorporation: Oklahoma
                                                            --------
                                                          (Section 3.1)

1.2     PREMISES:                   Suite 110 C
                                    --------------------------------------------
                                    3101 North Hemlock Court
                                    --------------------------------------------
                                    Broken Arrow, Oklahoma 74012
                                    --------------------------------------------
                                    Approximate Square Feet Rentable: 442
                                                                     -----

1.3     TERM:                       Commencement Date: February 1, 2000
                                                       ----------------
                                    Expiration Date:   January 31, 2001
                                                       ----------------
                                                         (Section 3.1)
                                    Renewal Option:    3+ years
                                                      ----------
                                       Commencement Date: February, 2001
                                       Expiration Date:   November 30, 2004
                                       Date option must be exercised in writing:
                                                   September 1, 2000
                                       ------------------------------------
                                                     (Section5.4)

1.4     Rent:

                 Base Rent:        Monthly $369.00     Annual $4,428.00
                                           -------            ---------
                 Due:              1st day of month.  Late payment charges of
$25.00 for rent received after 10th. Interest at 18% per annum on delinquencies.
$738.00 paid on execution of lease, constituting first month rent and $369.00
security deposit $N/A per diem for early occupancy.



Landlord                                                             Tenant
                                        2
--------                                                             ------
<PAGE>

                  Rent Adjustments:   Based on CPI for all urban consumers all
                  items.  Dallas-Ft. Worth, Texas
                  Base Period     September          1999            159.8
                               -------------------------------------------------
                                    month            year        CPI Base Number

                  Rental Adjustments:   Tax and Insurance Increases Base Year.
                           Tax:           (Calendar)
                               -------------------------------------------------
                           Insurance:      (Fiscal)
                                     -------------------------------------------
                                                                     (Section 6)

                  Pro-Rata Percentages:
                           Approximate rentable feet in building        11,500
                                                                ----------------
                           Approximate rentable feet of premises           442
                                                                ----------------
                           Pro-rata percentage attributable to premises
                                   3.84           % operating costs
                           -----------------------
                                                  % taxes
                           -----------------------
                                                  % insurance
                           -----------------------

                                                  (Section 6.5.2)

1.5      USE OF PREMISES:

                  Solely for:         Office Purposes
                               -------------------------------

                               -------------------------------
                                                  (Section 7)

1.6      INSURANCE REQUIREMENTS:

                  Tenant:       Fire ________ Extended Coverage _____________
                           Business interruption ___________ Liability Limits
                           $100,000.00    Per occurrence    Other ______________
                           -----------

                  Landlord:     Fire     X        Extended Coverage     X
                                     ----------                     ----------
                           Rental Income     X    Liability Limits $500,000.00
                                        ---------                  -----------
                                per occurrence     Other _______________________
                                                              (Section 10)


Landlord                                                             Tenant
                                        3
--------                                                             ------

<PAGE>

1.7      GUARANTOR:
                  NAME:            N/A
                       ---------------------------------------------------------
                  Address:
                          ------------------------------------------------------

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

1.8      CONTENTS:
                  This lease consists of:
                  Pages 1 through
                                  ---------------------
                  Sections 1.1 through
                                       ------------------
                  Exhibits A.  Legal description
                           B.  Plot or floor plan
                           C.  Construction obligations, if any
                           D.  Landlord acknowledgment of commencement date
                  Addenda
                                    --------------------------------------------

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


THESE COVER PAGES ARE INCORPORATED AS PART OF THIS LEASE AND EXECUTED
BY LANDLORD AND TENANT

             N. D. HENSHAW                    HEARTSOFT SOFTWARE CO.
-------------------------------------       ------------------------------------

By:      /s/ N. D. Henshaw                  By:   /s/ Benjamin P. Shell, CEO
   ----------------------------------           --------------------------------

                                                  BENJAMIN SHELL
-------------------------------------       ------------------------------------


Tax identification # 73-0946557





Landlord                                                             Tenant
                                        4
--------                                                             ------

<PAGE>
                                      LEASE


2.       PARTIES:
         2.1 The Parties to this lease are as shown on the cover page of this
         lease.

3.       TERM:
         3.1 The term of this lease is as shown on the cover page of this lease.

4.       PREMISES:
         4.1 Landlord leases to Tenant and Tenant leases from Landlord the
         Premises identified on the cover page of this lease, situated in the
         Building named on the cover page. The approximate square footage of the
         Premises and the percentage that the Premises represent of the rentable
         area of the Building are shown on the cover page. Premises are outlined
         on Exhibit B if attached.

5.       POSSESSION:
         5.1 Delayed delivery: Written notice from the Landlord to Tenant that
         Premises are available for occupancy on a specific date shall
         constitute delivery of possession of Premises to Tenant. If possession
         is not delivered to Tenant by a commencement date and cause for delay
         is not the fault of Tenant or its agents, the commencement date shall
         be extended to the date possession is delivered to Tenant. If cause for
         the delay is the fault of Tenant or its agents, Landlord may cancel
         this Lease by notice to Tenant fifteen (15) days prior to the effective
         date of cancellation.

         5.2 Early occupancy: The commencement date of this lease shall be the
         earlier of the date possession of the Premises is delivered to Tenant
         or the date Tenant occupies, commences alterations to or conducts
         business in all or a part of the Premises.

         5.3 Acceptance of premises: Occupying all or any portion of the
         Premises by Tenant shall be conclusive that the Premises are in
         satisfactory condition and acceptable to Tenant subject to latent
         defects and deficiencies listed in writing by Tenant to Landlord within
         ten (10) days after Tenant's occupancy.

         5.4 Renewal option: If not in default, Tenant shall have the option to
         renew this lease as delineated on the cover page of this lease, with
         notice of intent to exercise such option made in writing the prescribed
         time before the maturity date of the base lease or earlier exercised
         options. Once exercised, the option is irrevocable. Base rent during
         any renewal term shall be determined by the formula used for the
         original term of the lease if such lease extends beyond one year.
         Tenant shall have not further renewal option. All other provisions of
         this lease remain the same during any renewal term.


Landlord                                                             Tenant
                                        5
--------                                                             ------
<PAGE>

6.       RENT:
         6.1 Rent: When Due, Where Paid: All monies payable by Tenant to
         Landlord under this lease shall be deemed to be rent and shall be
         payable and recoverable as rent in the manner herein provided and
         Landlord shall have all rights against Tenant for default in any such
         payment. Rent shall be paid to the Landlord in advance, on the first
         day of each calendar month, during the entire term of this lease,
         without deduction or set-off, in legal tender of the jurisdiction in
         which the building is located at the address of the Landlord as set
         forth, or to such other person or entity or to such other address as
         Landlord may designate in writing. Tenant's obligation to pay all rent
         due under this lease shall survive the expiration or earlier
         termination of this lease. Should this lese commence on a day other
         than the first day of the month or terminate on a day other than the
         last day of the month, the rent for such partial month shall be
         pro-rated based on a 365-day year.

         6.2 Basic Rent: Tenant agrees to pay to Landlord the rent as shown on
         the cover page of this Lease.

         6.3 Interest on Delinquencies: If Tenant shall fail to pay any rent
         when due, such unpaid amounts shall bear interest at the rate shown on
         the cover page of this Lease.

         6.4 Late Payment Charge: If Tenant shall fail to pay any rent when due,
         Tenant shall pay to Landlord, in addition to the interest provided for
         in Section 6.3, a late payment charge for each occurrence of an amount
         as shown on the cover page of this Lease.

         6.5 Adjustments to Rent:
                  6.5.1    Property Taxes Caused by Tenant Improvements:
                  In the event that an increase in Real Property Taxes is caused
                  by the Tenant's improvements made to the Premises, Tenant
                  shall pay the increase attributable to such improvements.

                  6.5.2 Pro-rata Definition: Tenant's pro-rata share is defined
                  as the ratio of the square footage of the Premises to the
                  total rentable square footage of the Building. In this Lease,
                  Tenant's pro-rata share is shown on the cover page to increase
                  or decrease due to an increase in the square footage of the
                  premises.

                  6.5.3 Insurance: Tenant shall pay its pro-rata share of
                  increased cost of insurance maintained by Landlord on the
                  building or the operation thereof.

                  6.5.4 Taxes: Tenant shall pay its pro-rata share of all Real
                  Property Taxes levied and assessed upon the Building and the
                  land upon which the Building is situated which are in excess
                  of the Real Property Taxes assessed for the tax year in which
                  the commencement date of this Lease occurs.

Landlord                                                             Tenant
                                        6
--------                                                             ------
<PAGE>

                  6.5.5 Cost of Living: Annual adjustments to rent according to
                  the following formula:

                           CPI All Urban Consumers.  All Items Index Number,
                           Dallas-Ft. Worth for most recent anniversary date
                           Of CPI Base Number date on Cover Page
                                   Divided By
                           CPI Base Number shown on Cover Page
                  Any number over one (1) resulting from the division above,
                  multiplied by the base rent, yields the increase for cost of
                  living over the base rent which will apply to the following
                  year and be paid by Tenant. In no case will the rent be less
                  than the base rent called for on the cover page.

                  6.6 Landlord Lien: To secure payment of said rent, Landlord is
                  hereby given a lien on all movable property of Tenant placed
                  in the premises, but the statutory landlord's lien for rent is
                  not waived, the express lien herein granted being in addition
                  thereto.

7.       USE:
         7.1 General: Premises shall be used only for the use specified on the
         cover page of this Lease and for no other use. Tenant shall, at
         Tenant's expense, comply with all laws, rules, regulations,
         requirements, and ordinances enacted or imposed by any government unit
         having jurisdiction over the Building, Premises, Landlord or Tenant;

         7.2 Restrictions on Use:
         Tenant shall not:
                  7.2.1 Do or permit to be done anything which will invalidate
                  or increase the cost of any insurance coverage on the Building
                  and the Premises;

                  7.2.2 Do or permit anything to be done in the Building or on
                  the Premises which will obstruct or interfere with the rights
                  of other tenants or occupants of the building;

                  7.2.3 Use, allow or permit the Premises to be used for any
                  improper or objectionable purposes;

                  7.2.4 Cause, maintain or permit any nuisance in or about the
                  Premises;

                  7.2.5 Commit or permit any waste to be committed in the
                  Premises;

                  7.2.6 Use or occupy Premises in violation of any law, rule,
                  regulation, requirement or ordinance enacted or imposed by any
                  governmental unit having jurisdiction over the Building,
                  Premises, Landlord or Tenant;

Landlord                                                             Tenant
                                        7
--------                                                             ------
<PAGE>

                  7.2.7 Overload, damage or obstruct any utility lines providing
                  services to the Building or Premises;

                  7.2.8 Install any fixtures or equipment which will overload
                  the floors in the Premises or in any way affect the structural
                  capacity or design of the Premises or the Building.

         7.3 Building Regulations: Tenants shall obey all rules and regulations
         of the Building if set forth by the Landlord. In such cases rules will
         be attached to an incorporated as a part of this Lease. Landlord shall
         have the right to make changes or additions to such rules and
         regulations provided such changes or additions, except those affecting
         the safety and operation of the Building or Premises, do not
         unreasonably affect Tenant's use of the Premises. Landlord shall not be
         liable for failure of any tenant to obey such rules and regulations.
         Failure by Landlord to enforce any current or subsequent rules or
         regulations against any tenant of the Building shall not constitute a
         waiver thereof.

         7.4 Quiet Enjoyment: Landlord agrees that, subject to terms, covenants
         and conditions of this Lease, Tenant may, upon observing and complying
         with all terms, covenants and conditions of this Lease, peaceably and
         quietly occupy the Premises.

         7.5 Landlord Services: Landlord shall furnish Tenant those services
         hereafter described. Janitor's service and refuse removal service shall
         be furnished following normal business hours. All other services shall
         be furnished during the hours of 7:00 a.m. to 6:00 p.m. on weekdays and
         7:00 a.m. to 1:00 p.m. on Saturdays (except holidays). If any services
         to be provided are suspended or interrupted by strikes, repairs,
         alterations, orders from any governmental authority or any cause beyond
         Landlord's reasonable control, Landlord shall not be liable for any
         costs or damages incurred by Tenant. Suspension or interruption shall
         not result in any abatement of rent, be deemed an eviction or relieve
         Tenant of Performance of Tenant's obligations under this Lease.

                           Services Furnished:

                  7.5.1 Elevator service in common with others, where
                  applicable;

                  7.5.2 Men's and women's restrooms situated on the floor on
                  which the Premises are located together with hot and cold
                  water for use in said restrooms;

                  7.5.3 One refrigerated drinking fountain on the floor on which
                  the Premises are located;

                  7.5.4 A clean street-level lobby, entrance way, elevator
                  lobbies, public corridor and other public portions of the
                  Building for use in common with others;


Landlord                                                             Tenant
                                        8
--------                                                             ------
<PAGE>

                  7.5.5 Electric current sufficient to operate the Building's
                  standard flourescent lighting fixtures and to provide for wall
                  or floor duplex receptacles installed in Premises;

                  7.5.6 Relamping and maintaining building standard fluorescent
                  lighting fixtures installed in Premises;

                  7.5.7 Heating, ventilating and air conditioning sufficient to
                  provide, in Landlord's judgment, reasonable comfort for normal
                  office use in Premises having a maximum occupancy load of one
                  person per 100 square feet.

                  7.5.8 Janitor service and refuse removal Monday through Friday
                  (exclusive of holidays). The level of janitor service and
                  refuse removal provided shall not include cleaning,
                  maintenance and providing supplies for eating facilities,
                  computer centers or special equipment areas.

8.       ASSIGNMENT; SUBLET; SUBORDINATION; ESTOPPEL; NOTICE TO MORTGAGE;
         SALE BY LANDLORD

         8.1 Assignment Sublet: Tenant shall not assign this Lease or any part
         thereof or sublet all or any part of the Premises without prior written
         consent of Landlord, which shall not be unreasonably withheld. Any
         assignment or subletting consented to by Landlord shall be evidenced in
         writing in a form acceptable to Landlord. This Lease shall not be
         assignable by operation of Law. Any transfer of this Lease by merger,
         consolidation, liquidation or changes in ownership of or power to vote
         the majority of outstanding stock shall constitute an assignment. Any
         assignment or subletting shall not diminish the liability of the
         Tenant. Consent by Landlord shall not relieve Tenant from obtaining
         written consent to any subsequent assignment.

         8.2 Subordination: This Lease is subject and subordinated to all
         present and future mortgages, deeds of trust and other encumbrances
         affecting the Premises or the property of which the Premises are a
         part. Within fifteen (15) days after written request from Landlord,
         Tenant agrees to execute, at no expense to Landlord, any instrument
         which may be deemed necessary or desirable by Landlord to further
         effect the subordination of this Lease to any mortgage, deed of trust
         or encumbrance. Tenant hereby irrevocably appoints Landlord as
         attorney-in-fact of Tenant at any time for Tenant, and in Tenant's
         name, to execute proper subordination agreements to this effect.

         8.3 Attornment: If the interest of Landlord is transferred to any
         person or entity by reason of foreclosure or other proceedings for
         enforcement of any mortgage, deed of trust or security interest or by
         delivery of a deed in lieu of foreclosure or other proceedings, Tenant
         shall immediately and automatically attorn to such person or entity. In
         event of such

Landlord                                                             Tenant
                                        9
--------                                                             ------
<PAGE>

         transfer, this Lease and Tenant's rights hereunder shall continue so
         long as Tenant is not in default.

         8.4 Estoppel Certificate: Tenant will at any time and from time to
         time, upon not less than twenty (20) days prior request by Landlord,
         execute, acknowledge and deliver to Landlord a statement in writing
         executed by Tenant certifying that this Lease is unmodified and in full
         effect or if there have been modifications, that this Lease is in full
         effect as modified, setting forth such modifications; the dates to
         which the rent has been paid, and either stating that to the knowledge
         of the signer of said statement that no default exists or specifying
         each such default of which the signer may have knowledge. It is
         intended that any such statement executed by Tenant may be relied upon
         by any prospective purchaser or mortgagee or existing mortgagee of the
         Building.

         8.5 Notice of Mortgagee: In the event of any act or omission by
         Landlord which would give Tenant the right to damages or terminate this
         Lease by reason of a constructive or actual eviction from all or part
         of the Premises, Tenant shall not commence action or terminate until it
         shall have given written notice to Landlord and the holders of the
         indebtedness or other obligation secured by a first mortgage or first
         deed of trust affecting the Building, if the name and address of such
         holder has previously been furnished Tenant, and until a reasonable
         period of time for remedying such act or omission shall have elapsed
         following the giving of such notice, during which time Landlord and
         such holder, or either of them, their agents or employees, shall be
         entitled to enter the Premises and do whatever may be necessary to
         remedy such act or omission. During the period following the giving of
         such notice and during the remedying of such act omission, the rent
         shall be abated and apportioned only to the extent that any part of the
         Premises shall be untenantable.

         8.6 Sale by Landlord: A sale, conveyance or assignment of the Building
         shall operate to release Landlord from liability and after the
         effective dates thereof upon all of the covenants, terms and conditions
         of this Lease, express or implied, except as such may relate to the
         period prior to such effective date and Tenant shall thereafter look
         solely to Landlord's successor in interest in and to this Lease. This
         Lease shall not be affected by any such sale, conveyance or assignment,
         and Tenant shall attorn to Landlord's successor in interest thereunder.

9.       MAINTENANCE AND REPAIRS: RIGHT OF ENTRY; ALTERATIONS; LIENS; SIGNS

         9.1 Maintenance or Repairs by Tenant: Tenant shall maintain the
         Premises in good condition. Tenant shall repair or replace any damage
         or injury to the Premises or the Building caused by Tenant, its agents,
         employees or invitees. All maintenance and repairs made by Tenant shall
         be performed only by licensed contractors first approved by Landlord.
         Tenant shall require the contractor to comply with Landlord's
         regulations regarding all work to be performed.

Landlord                                                             Tenant
                                       10
--------                                                             ------
<PAGE>

         9.2 Landlord's Right to Maintain or Repair: If, within ten days
         following occurrence, Tenant fails to repair or replace any damage to
         the premises of Building caused by Tenant, its agents, employees or
         invitees Landlord may, at its option, cause all required maintenance,
         repairs or replacements to be made. Tenants shall promptly pay Landlord
         all costs incurred plus an administrative fee of 20 percent of such
         costs.

         9.3 Landlord's Right of Entry: Landlord, its agents or employees shall
         have the right to enter the premises at reasonable hours to make
         inspections, alterations, or repairs to the Building or the Premises.
         In event of emergency, Landlord, its agents or employees shall have the
         right of entry at an time and may perform any acts related to safety,
         protection, preservation or improvement of the Building or the
         Premises. Except for repair of casualty damage, Tenant shall not be
         entitled to any abatement or reduction of the rent because of work
         performed within the Building or Premises by Landlord.

         9.4 Maintenance by Landlord: Landlord shall repair, replace and
         maintain the external and structural parts of the Building which do not
         comprise a part of the Premises and are not leased to others. Landlord
         shall perform such repairs, replacements and maintenance with
         reasonable dispatch, in a good and workmanlike manner, but Landlord
         shall not be liable for an damages, direct, indirect or consequential,
         or for damages for personal discomfort, illness or inconvenience of
         Tenant by reason of failure of such equipment, facilities or systems or
         reasonable delays in the performance of such repairs, replacements and
         maintenance, unless caused by the deliberate act or omission, or the
         negligence of Landlord, its servants, agents or employees.

         9.5 Alterations by Tenant: Tenant shall make no changes, additions
         alterations or improvements to the Premises without the prior written
         consent of Landlord and subject to all rules, requirements and
         conditions imposed by Landlord and subject to all rules, requirements
         and conditions imposed by Landlord at the time such consent is given.
         Landlord shall have the right to withhold its consent.

         9.6 Alterations by Landlord: Landlord may make any repairs, alterations
         or improvements which Landlord deems necessary or advisable for the
         preservation, safety or improvements of the Building or the Premises.

         9.7 Liens: Tenant shall cause no liens of any kind, including but not
         limited to mechanics liens, liens for materials, wages, labor or
         services, to be placed against the Premises or Building in which the
         Premises are situated.

         9.8 Signs: Tenants shall not inscribe any inscription or post, place or
         in any manner display any sign, notice, picture, placard, poster or
         advertising matter anywhere in or about the Building or Premises at
         places visible (either directly or indirectly as an outline or shadow
         on a glass pane) from anywhere outside the Premises without Landlord's
         prior

Landlord                                                             Tenant
                                       11
--------                                                             ------
<PAGE>

         written consent. Upon expiration or sooner termination of this Lease
         Tenant shall remove all signs or advertising consented to by Landlord
         and shall repair any damage caused by such removal.

10.      INSURANCE, INDEMNITY, SUBROGATION, DAMAGE AND DESTRUCTION
         10.1 Insurance by Landlord: Landlord may maintain insurance for those
         perils and in amounts which would be considered prudent for similar
         income type property situated in the general area of the Building or
         which is required by any mortgagee or creditor of Landlord. Cost of all
         insurance maintained by Landlord shall be considered as a part of the
         Operating Costs of the Building.

         10.2 Insurance by Tenant:
                           Tenant shall maintain at Tenants expense:
                  10.2.1 Fire insurance with extended coverage endorsement for
                  not less than 80% of the current replacement cost of Tenant
                  improvements, trade fixtures, furniture and equipment situated
                  in the Premises.

                  10.2.2 Comprehensive public liability insurance on an
                  occurrence basis with respect to Tenant's business and
                  occupancy of the premises for any one occurrence or claim of
                  not less than $100,000.00 or such other amount as Landlord may
                  reasonably require in writing from time to time.

                  10.2.3 Insurance against such other perils and in such amounts
                  as Landlord may from time to time reasonably require in
                  writing. Such request shall be made on the basis that the
                  insurance coverage requested is customary at the time for
                  prudent tenants.

                  10.2.4 All policies of insurance maintained by Tenant shall be
                  in a form acceptable to Landlord, insured by an insurer
                  licensed to do business in the state or province in which the
                  building is situated, require at least 15 days written notice
                  to Landlord of termination or material alteration and waive,
                  to the extent available, any right of subrogation against
                  Landlord. If requested by Landlord, Tenant shall promptly
                  deliver to Landlord certified copies or other evidence of such
                  policies and evidence satisfactory to Landlord that all
                  premiums have been paid and policies are in effect.

         10.3 Indemnity: Tenant shall indemnify and hold harmless Landlord from
         all loss, damage, liability or expense, including attorneys fees,
         resulting from any injury to any person or any loss of or damage to any
         property caused by or resulting from any act, omission or negligence of
         Tenant or any officer, employee, agent, contractor, invitee or visitor
         of Tenant in or about the Premise or the Building, but the foregoing
         provision shall not be construed to make Tenant responsible for loss,
         damage liability or expense resulting from injuries to third parties
         caused by any act, omission or negligence of Landlord or of any

Landlord                                                             Tenant
                                       12
--------                                                             ------
<PAGE>

         officer, employee, agent, contractor, invitee or visitor of Landlord.
         Landlord shall not be liable for any loss or damage to person or
         property sustained by Tenant, or other persons, which may be caused by
         the Building or the premises, or any appurtenances thereto, being out
         of repair or by the bursting or leakage of any water, gas, sewer or
         steam pipe, or by theft or by any act of neglect of any tenant or
         occupant of the building, or of any other person, or by any other cause
         whatsoever, unless caused by the negligence of Landlord.

         10.4 Waiver of Subrogation: To the extent that a loss is covered by
         insurance in force and recovery is made for such loss, the Landlord and
         Tenant hereby mutually release each other from liability and waive all
         right of recovery against each other from any loss from perils insured
         against under their respective fire insurance policies (including
         extended coverage) provided that this waiver shall not be applicable if
         it has the effect of invalidating any insurance coverage of Landlord or
         Tenant.

         10.5 Delay Beyond Landlord's Control: No penalty shall accrue to
         Landlord for delay in commencing or completing repairs caused by
         adjustment of insurance claims, governmental requirements or any cause
         beyond Landlord's reasonable control.

11.      CONDEMNATION
         11.1 Condemnation: Award: Termination: If the Building or Premises
         shall be taken or condemned for any public purpose, or for any reason
         whatsoever, to such an extent as to render either or both untenable,
         either Landlord or Tenant shall have the option to terminate this Lease
         effective as of the date of taking or condemnation. If the taking or
         condemnation does not render the Building and the Premises
         untenantable, this Lease shall continue in effect and Landlord shall
         promptly restore the portion not taken to the extent possible to the
         condition existing prior to the taking. If, as a result of such
         restoration, the area of the Premises is reduced, the rental shall be
         reduced proportionately. All proceeds from any taking or condemnation
         shall be paid to Landlord. Tenant waives all claim against such
         proceeds. A voluntary sale or conveyance in lieu of but under the
         threat of condemnation shall be considered a taking or condemnation for
         public purpose.

12.      SURRENDER OF PREMISES
         12.1 Surrender at Expiration: Upon expiration or other termination of
         this Lease. Tenant shall immediately surrender possession of the
         Premises to Landlord in substantially the condition in which Tenant is
         required to maintain the Premises except for reasonable wear and tear
         and damage by fire or casualty. All keys which Tenant has been
         furnished for any locks within the Building and th Premises shall be
         delivered to Landlord. Upon surrender , all rights, title and interest
         of Tenant in the Premises shall cease. All property remaining in the
         Premises following surrender shall be considered to have been abandoned
         by Tenant and Landlord may dispose of it in any manner Landlord wishes.
         Tenant shall reimburse Landlord for all costs incurred for disposal
         together with all costs for repairs required because of removal of all
         or any of such abandoned property.

Landlord                                                             Tenant
                                       13
--------                                                             ------
<PAGE>

13.      DEFAULT: EVENTS: REMEDIES
         13.1 The occurrence of any one of the following events shall constitute
         a default of this lease by Tenant.
                  13.1.1 Failure of Tenant to make any payment of rent or other
                  required payment, when due, and such failure continues for a
                  period of five days after mailing of written notice by
                  Landlord to Tenant:

                  13.1.2 Vacating or abandonment of all or a substantial portion
                  of the Premises.

                  13.1.3 Failure of Tenant to comply with any provision of this
                  lease, other than payment of rent, and such failure shall
                  continue for fifteen days after mailing of written notice by
                  Landlord to Tenant; provided however, that if the nature of
                  Tenants's default is such that more than fifteen days are
                  reasonably required for its cure, Tenant shall not be in
                  default if Tenant commences such cure to completion:

                  13.1.4 The making of an assignment or general arrangement for
                  the benefit of creditors by Tenant or guarantors of Tenant's
                  obligations:

                  13.1.5 The filing by Tenant or a guarantor of Tenant's
                  obligations of a petition under any section or chapter of the
                  present Federal Bankruptcy Act (or Canadian equivalent) or
                  amendment thereto or under any similar law or statute of the
                  United State (or Canada) or any state or province thereof, or
                  the adjudication of Tenant or guarantor of Tenant's
                  obligations as a bankrupt or insolvent in proceedings filed
                  against Tenant or guarantor, and such adjudication shall not
                  have been vacated, set aside or stayed within the time
                  permitted by law.

                  13.1.6 The appointment of a receiver or trustee for all or
                  substantially all of the assets of Tenant or any guarantor of
                  Tenant's obligations and such receivership shall not have been
                  terminated or stayed within the time permitted by law;

                  13.1.7 The attachment, execution or other judicial seizure of
                  substantially all of Tenant's assets located in the Premises
                  or of Tenant's interest in this Lease where such seizure is
                  not discharged within thirty (30) days.

         13.2 Remedies in Event of Default: Upon the occurrence of any event of
         default, Landlord shall have the option to do any one or more of the
         following without any notice of demand, in addition to and not in
         limitation of any other remedy permitted by law or this Lease:

                  13.2.1 Terminate this Lease in which event Tenant shall
                  immediately surrender the Premises to Landlord. If Tenant
                  shall fail to do so, Landlord may without notice and prejudice
                  to any other remedy available, enter and take possession of
                  the Premises and remove Tenant or anyone occupying the
                  Premises and its effects without being

Landlord                                                             Tenant
                                       14
--------                                                             ------
<PAGE>

                  liable to prosecution or any claim for damages. Tenant agrees
                  to indemnify Landlord for all loss and damage suffered by
                  Landlord because of such termination whether through inability
                  to relet the Premises or otherwise, including any loss of rent
                  for the remainder of the term of the Lease.

                  13.2.2 Declare the entire amount of all rent which would have
                  become due and payable during the remainder of the term of
                  this Lease to be due and payable immediately, in which event
                  Tenant agrees to pay the same to Landlord immediately. Such
                  payment shall constitute payment in advance of the rent
                  stipulated for the remainder of the Lease term. Acceptance by
                  Landlord of the payment of such rent shall not constitute a
                  waiver of any then existing default thereafter occurring.

                  13.2.3 Enter upon and take possession of the Premises as agent
                  of Tenant without terminating this Lease and without being
                  liable to prosecution or any claim for damages. Landlord may
                  relet all or any portion of the Premises as the agent of
                  Tenant for such term and upon such terms as Landlord sees fit
                  and receive the rent, in which event Tenant shall pay to
                  Landlord on demand the cost of renovating, repairing and
                  altering the Premises for a new tenant or tenants, plus all
                  costs of reletting the Premises and any deficiency arising by
                  reason of such reletting; provided however, that Landlord
                  shall have no duty to relet the Premises and Landlord's
                  failure to do so shall not release Tenant's liability for rent
                  or damages. If Landlord elects to enter and relet the Premises
                  the Landlord may at any time thereafter elect to terminate
                  this Lease for Tenant's default. If Landlord takes possession
                  of the Premises. Landlord shall have the right to rent any
                  other available space in the Building before reletting or
                  attempting to relet the Premises.

                  13.2.4 Landlord may do whatever Tenant is obliged to do by the
                  provisions of this lease and may enter the Premises without
                  being liable to prosecution or claim for damages in order to
                  accomplish this purpose. Tenant agrees to reimburse Landlord
                  immediately upon demand for any expense which landlord may
                  incur in complying with the terms of this lease on behalf of
                  Tenant. Tenant agrees that Landlord shall not be liable for
                  any damages to Tenant from such action, whether caused by
                  negligence of Landlord or otherwise.

14.   MISCELLANEOUS PROVISIONS.
         14.1 Waiver: No provisions of this lease shall be deemed to have been
         waived by Landlord unless such waiver is in writing signed by Landlord.
         Landlord's waiver of a breach of any term or condition of this Lease
         shall not prevent a subsequent act, which would have originally
         constituted a breach, from having the effect of any original breach.
         Landlord's receipt of rent with knowledge of a breach by Tenant of any
         term or condition of this Lease shall not be deemed a waiver of such
         breach. Landlord's failure to enforce against Tenant or any other
         tenant of the Building any of the rules or regulations made by Landlord
         shall not

Landlord                                                             Tenant
                                       15
--------                                                             ------
<PAGE>

         be deemed a waiver of such rules or regulations. No act or thing done
         by Landlord, its agents or employees during the lease term shall be
         deemed an acceptance of a surrender of the Premises and no agreement to
         accept a surrender of the Premises shall be valid unless in writing
         signed by Landlord. The delivery of keys to any of Landlord's agents or
         employees shall not operate as a termination of this Lease or a
         surrender of the Premises. No payment by Tenant, or receipt by
         Landlord, of a lesser amount than the rent due shall be deemed to be
         other than on account of the earliest stipulated rent, nor shall any
         endorsement or statement on any check and any letter accompanying or
         payment as rent be deemed as accord and satisfaction and Landlord may
         accept such check or payment without prejudice to Landlord's right to
         recover the balance of such rent or pursue any other remedy available
         to Landlord.

         14.2 Holding Over: If Tenant shall fail to vacate the Premises upon
         expiration or sooner termination of this Lease, Tenant shall be a
         month-to-month Tenant and subject to all laws of the state or province
         in which the Building is situated applicable to such tenancy. The rent
         to be paid Landlord by Tenant during such continued occupancy shall be
         125% of that being paid by Tenant as of the date of expiration or
         sooner termination.

         14.3 Removal of Property: If Tenant shall fail to remove any of this
         property of any nature from the Premises or Building at the termination
         of this Lease or when Landlord has the right of re-entry. Landlord may,
         at its option immediately remove and store said property without
         liability for loss or damage, such storage to be for the account and at
         the expense of Tenant. In the event that Tenant shall not pay the cost
         of storing any such property after it has been stored for a period of
         thirty days or more, Landlord may, at its option, sell or permit to be
         sold, any or all of such property at public or private sale, in such
         manner and at such times and places as Landlord in its sole discretion
         may deem proper, without notice to Tenant, and shall apply the proceeds
         of such sale: first to the cost and expense of such sale, including
         reasonable attorneys fees actually incurred; second to the payment of
         the cost for storing such property; third to the payment of any other
         money which may then be or thereafter become due Landlord from Tenant
         under any of the terms of this Lease; and fourth, the balance, if any,
         to Tenant.

         14.4 Notices: All notices under this Lease shall be in writing and
         delivered in person or sent by prepaid registered or certified mail to
         Landlord at the place designated on the cover page, and to the Tenant
         at the place designated on the cover page or to the addresses as
         hereafter may be designated by either party in writing. Notices mailed
         shall be deemed given on the date of mailing.

         14.5 Consent Not Unreasonably Withheld: Unless otherwise specifically
         provided, whenever consent or approval of Landlord or Tenant is
         required under the terms of this Lease, such consent or approval shall
         not be unreasonably withheld or delayed. Tenant's sole remedy if
         Landlord unreasonably withholds or delays consent or approval shall be
         an

Landlord                                                             Tenant
                                        16
--------                                                             ------
<PAGE>

         action for specific performance and Landlord shall not be liable for
         damages. If either party withholds any consent or approval, such party
         shall on written request deliver to the other party a written statement
         giving the reasons therefor.

         14.6 Attorney Fees: If, on account of any breach or default by either
         Landlord or Tenant of their respective obligations under this Lease, it
         shall become necessary to employ an attorney to enforce or defend any
         of its rights or remedies hereunder, and should such party prevail, it
         shall be entitled to reasonable attorney fees incurred.

         14.7 Successors: Subject to the provisions pertaining to assignment and
         subletting, the covenants and agreements of this Lease shall be binding
         upon the heirs, legal representatives, successors and assigns of any or
         all of the parties hereto.

         14.8 Relationship of Parties: Nothing contained in this Lease shall
         create any relationship between the Landlord and Tenant other than that
         of Landlord and Tenant, and it is acknowledged and agreed that Landlord
         does not in any way for any purpose become a partner of Tenant in the
         conduct of Tenant's Business, or a joint venturer or a member of a
         joint or common enterprise with Tenant.

         14.9 Entire Agreement; Captions: Tenant acknowledges and agrees that it
         has not relied upon any statement, representation, agreement or
         warranty except such as may be expressly set forth in this Lease and it
         is agreed by Landlord and Tenant that no amendment or modification of
         this Lease shall be valid or binding unless in writing executed by
         Landlord and Tenant. No provision of this Lease shall be altered,
         waived, or amended or extended except in writing executed by Landlord
         and Tenant. The paragraph headings contained in this Lease are for
         convenience only and shall in no way enlarge or limit the scope or
         meaning of the provisions of this Lease.

         14.10 Severability: Each and every covenant and agreement contained in
         this Lease is, and shall be construed to be, a separate and independent
         covenant and agreement. If any term or provision of this Lease or the
         application thereof to any person or circumstances shall to any extent
         be invalid or unenforceable, the remainder of this Lease, or the
         application of such term or provision to persons or circumstances other
         than those as to which it is invalid or unenforceable, shall not be
         affected.

         14.11 Gender: Words of any gender used in this Lease shall be held and
         construed to include any other gender and words in the singular number
         shall be held to include the plural, unless the context otherwise
         requires.

         14.12 Brokerage Commissions: Tenant warrants that it has had no
         dealings with any broker or agent in connection with the negotiation or
         execution of this Lease and Tenant agrees to indemnify Landlord and
         hold Landlord harmless from and against any and all costs, expenses

Landlord                                                             Tenant
                                       17
--------                                                             ------
<PAGE>

         or liability for commissions or other compensation or charges claimed
         by or awarded to any broker or agent with respect to this lease.

         14.13 Corporate Authority: If Tenant is a corporation, Tenant warrants
         that it has legal authority to operate and is authorized to do business
         in the state (province) in which the Premises are situated. Tenant also
         warrants that the person executing this Lease on behalf of Tenant has
         authority to do so and fully obligate Tenant to all terms and
         provisions of this lease. Tenant shall, upon request by Landlord,
         furnish Landlord with a certified copy of resolutions of the Board of
         Directors authorizing this lease and granting authority to execute it
         to the person or persons who have executed it on Tenant's behalf.


N. D. Henshaw                               Heartsoft Software Co.



   /s/ N. D. Henshaw                         /s/ Benjamin P. Shell
------------------------------------       ------------------------------------





















Landlord                                                             Tenant
                                       18
--------                                                             ------
<PAGE>

STATE OF OKLAHOMA      )
                       )  ss.
COUNTY OF TULSA        )

                                   CORPORATION
                                   -----------

         Before me the undersigned, a Notary Public, in and for said County and
State, on this _____ day of ____________, 200__, personally appeared
_______________________________ to me known to be the identical person___ who
subscribed the name of the maker thereof to the foregoing instrument as its
______________________ and acknowledged to me that ____ he _____ executed the
same as _____ free and voluntary act and deed and as the free and voluntary act
and deed of such corporation for the uses and purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

                                         ------------------------------------
                                                      Notary Public
My Commission Expires:

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

STATE OF OKLAHOMA      )
                       )  ss.
COUNTY OF TULSA        )

                                   CORPORATION
                                   -----------

         Before me the undersigned, a Notary Public, in and for said County and
State, on this _____ day of ____________, 200__, personally appeared
_______________________________ to me known to be the identical person___ who
subscribed the name of the maker thereof to the foregoing instrument as its
______________________ and acknowledged to me that ____ he _____ executed the
same as _____ free and voluntary act and deed and as the free and voluntary act
and deed of such corporation for the uses and purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

                                         ------------------------------------
                                                      Notary Public

My Commission Expires:

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

Landlord                                                             Tenant
                                       19
--------                                                             ------
<PAGE>

STATE OF OKLAHOMA      )
                       )  ss.
COUNTY OF TULSA        )

                                   INDIVIDUAL
                                   ----------

         Before me the undersigned, a Notary Public, in and for said County and
State, on this _____ day of ____________, 200__, personally appeared
_______________________________ and _______________________________to me known
to be the identical person___ who executed the within and foregoing instrument
and acknowledged to me that ____ executed the same as _____ free and voluntary
act and deed and as the free and voluntary act and deed for the uses and
purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.


                                         ------------------------------------
                                                      Notary Public
My Commission Expires:

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

STATE OF OKLAHOMA      )
                       )  ss.
COUNTY OF TULSA        )

                                   INDIVIDUAL
                                   ----------

         Before me the undersigned, a Notary Public, in and for said County and
State, on this _____ day of ____________, 200__, personally appeared
_______________________________ and _______________________________to me known
to be the identical person___ who executed the within and foregoing instrument
and acknowledged to me that ____ executed the same as _____ free and voluntary
act and deed and as the free and voluntary act and deed for the uses and
purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

                                         ------------------------------------
                                                      Notary Public
My Commission Expires:

----------------------
                                                     GUARANTY

         This addendum to the forgoing lease dated ________________________ by
and between

Landlord                                                             Tenant
                                       20
--------                                                             ------
<PAGE>


___________________________________________________________ as Landlord and
_________________________________________________ as Tenant.

         In consideration of _____________________________________________,
Landlord in the foregoing lease entering into the covenants of said lease the
undersigned hereby jointly and severally guarantee to the said
____________________________ (landlord) ________________ heirs, successors,
executor or assigns, the full, prompt and faithful payment, performance and
discharge by _______________________________________________ (tenant), the
Tenant in said lease of each of the provisions and conditions in the foregoing
lease or any other instrument given or executed in pursuance thereof.

         We further jointly and severally waive all notice of default by the
Tenant in the foregoing lease and waive notice of acceptance of this Guaranty.

         IN WITNESS WHEREOF, we have hereunto set our hands this _____ day of
___________.


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

STATE OF OKLAHOMA      )
                       )  ss.
COUNTY OF TULSA        )

                                   INDIVIDUAL
                                   ----------

         Before me the undersigned, a Notary Public, in and for said County and
State, on this _____ day of ____________, 200__, personally appeared
_______________________________ and _______________________________to me known
to be the identical person___ who executed the within and foregoing instrument
and acknowledged to me that ____ executed the same as _____ free and voluntary
act and deed and as the free and voluntary act and deed for the uses and
purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

                                         ------------------------------------
                                                      Notary Public
My Commission Expires:

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

Landlord                                                             Tenant
                                       21
--------                                                             ------