EXHIBIT 10.52
                                                                   -------------

                              CONSULTING AGREEMENT

This Agreement is made effective as of March 6, 2001 by Heartsoft Inc. of 3101
North Hemlock Circle, Broken Arrow, OK, 74012 and Wealth Capital Corporation, of
3160 Camino Del Rio South Suite 118, San Diego, California 92108.

In this Agreement, the party who is contracting to receive services shall be
referred to as "HTSF", and the party who will be providing the services shall be
referred to as "Wealth".

Wealth has a background in Consulting and is willing to provide services to HTSF
based on this background. HTSF desires to have services provided by Wealth.

Therefore, the parties agree as follows:

1.         DESCRIPTION OF SERVICES. Beginning on March 6, 2001, Wealth will
           provide the following services (collectively, the "Services"): Wealth
           Capital Corporation will seek out institutions for the purposes of
           loaning monies to the company and/or shareholders(s). The monies
           raised will be returned in the form of HTSF stock.


2.         PERFORMANCE OF SERVICES. The manner in which the Services are to be
           performed and the specific hours to be worked by Wealth shall be
           determined by Wealth. HTSF will rely on Wealth to work as many hours
           as may be reasonably necessary to fulfill Wealth's obligations under
           this Agreement.


3.         CONSULTING FEE. HTSF will pay a consulting fee to Wealth based on ___
           of cash raised. For the purposes of this Agreement, cash raised means
           monies received by HTSF that Wealth makes available by introducing
           its institutional clients.


4.         SUPPORT SERVICES. HTSF will not provide support services, including
           office space and secretarial services, for the benefit of Wealth.

5.         NEW PROJECT APPROVAL. Wealth and HTSF recognize that Wealth's
           Services will include working on various projects for HTSF. Wealth
           shall obtain the approval of HTSF prior to the commencement of a new
           project.

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6.         TERM/TERMINATION. Either party upon 30 days written notice to the
           other party may terminate this Agreement.

7.         RELATIONSHIP OF PARTIES. The parties understand that Wealth is an
           independent contractor with respect to HTSF, and not an employee of
           HTSF. HTSF will not provide fringe benefits, including health
           insurance benefits, paid vacation, or any other employee benefit, for
           the benefit of Wealth.

8.         EMPLOYEES. Wealth's employees, if any, who perform services for HTSF
           under this Agreement shall also be bound by the provisions of this
           Agreement.

9.         NOTICES. All notices required or permitted under this Agreement shall
           be in writing and shall be deemed delivered when delivered in person
           or deposited in the United States mail, postage prepaid, addressed as
           follows:

                     IF for HTSF:

                               Heartsoft, Inc.
                               Benjamin Shell
                               3101 North Hemlock Circle
                               Broken Arrow, OK 74012

                     IF for Wealth:

                               William A. Welsome
                               President
                               3106 Camino Del Rio South, Suite 118
                               San Diego, California 92108

           Such address may be changed from time to time by either party by
           providing written notice to the other in the manner set forth above.

10.        ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
           parties and there are no other promises or conditions in any other
           agreement whether oral or written. This Agreement supersedes any
           prior written or oral agreements between the parties.

11.        AMENDMENT. This Agreement may be modified or amended if the amendment
           is made in writing and is signed by both parties.

12.        SEVERABILITY. If any provision of this Agreement shall be held to be
           invalid or unenforceable for any reason, the remaining provisions
           shall continue to be valid and enforceable. If a court finds that any
           provision of this Agreement is invalid or unenforceable, but that by
           limiting such provision it would become valid and enforceable, then
           such provision shall be deemed to be written, construed, and enforced
           as so limited.

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13.        WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
           any provision of this Agreement shall not be construed as a waiver or
           limitation of that party's right to subsequently enforce and compel
           strict compliance with every provision of this Agreement.

14.        APPLICABLE LAW. The laws of the State of California shall govern this
           agreement.

15.        NON-CIRCUMVENTION. As to such persons, business organizations (and
           their agents) and/or lending resources introduced by Wealth Capital
           to Undersigned and/or its contact(s)/client(s). Undersigned and/or
           its contact(s)/client(s) agrees not to enter into any business
           arrangement or attempt to negotiate directly with such resources
           without express written permission from Wealth Capital.

16.        NON-DISCLOSURE. The Parties hereto agree not to disclose to anyone
           not a party to this Agreement any names of principles or any other
           details involved in this transaction except as may be necessary in
           the conduct of the transaction contemplated herein.


Party receiving services:
Heartsoft, Inc.


   BY:  /s/ Benjamin Shell
      --------------------------
         Authorized Signer
         Benjamin Shell


   Party providing services:
   Wealth Capital Corporation


   BY:  /s/ William A. Welsome
      --------------------------
         President
         William A. Welsome