EXHIBIT 10.28
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                                    AMENDMENT
                               TO HEARTSOFT, INC.
                          COMMON SHARE PURCHASE WARRANT

         THIS AMENDMENT TO HEARTSOFT, INC. COMMON SHARE PURCHASE WARRANT (the
"Amendment") is dated as of the 27th day of September, 2000, by and between
HEARTSOFT, INC., a Delaware corporation (the "Company"), and HI-TEL GROUP, INC.,
a Florida corporation ("Warrant Holder").

                                    RECITALS

         WHEREAS, the Company and Warrant Holder executed that certain Stock
Purchase Agreement dated March 1, 2000 (the "Stock Purchase Agreement") pursuant
to which the Company issued to Warrant Holder seven hundred and seventy-five
thousand (775,000) shares of Series A Convertible Preferred Stock of the Company
(the "Preferred Stock") and a warrant to purchase two hundred thousand shares
(200,000) of the Company's common stock (the "Warrant") in exchange for seven
hundred and seventy-five thousand dollars ($775,000);

         WHEREAS, pursuant to Section 7.1 of the Stock Purchase Agreement, the
Company agreed to file a registration statement for the common stock into which
the Preferred Stock is convertible and the common stock underlying the Warrant
(the "Registration Statement") and cause the Registration Statement to become
effective no later than August 1, 2000;

         WHEREAS, in connection with the Stock Purchase Agreement, the Company
and Warrant Holder executed that certain Common Share Purchase Warrant dated
March 1, 2000 (the "Warrant Agreement") relating to the Warrant;

         WHEREAS, pursuant to Section 6(b)(i) of the Warrant Agreement, the
Company agreed to file a registration statement for the common stock underlying
the Warrant and cause the registration statement to become effective no later
than August 1, 2000;

         WHEREAS, pursuant to 7.2 of the Stock Purchase Agreement, the Company
agreed to pay to Warrant Holder $100,000 per month in common stock of the
Company, valued as provided in the Stock Purchase Agreement, in the event that
the Company did not cause the Registration Statement to become effective by
August 1, 2000;

         WHEREAS, it has not been practicable for the Company to cause the
Registration Statement to become effective by August 1, 2000 due to a number of
factors, including, but not limited to, demands upon the financial and human
resources of the Company in connection with the introduction of the Company's
new Internet browser for children, Internet Safari(TM), the change of the
Company's fiscal year from the period beginning April 1 and ending March 31 to

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the period beginning July 1 and ending June 30, and proceedings involving the
Company before the Securities and Exchange Commission, which have now been
resolved;

         WHEREAS, the Warrant Holder has agreed to release the Company from any
and all current and future liability that the Company might have to the Warrant
Holder under Section 7.2 of the Stock Purchase Agreement in consideration of the
issuance to the Warrant Holder of three hundred thousand (300,000) shares of the
Company's common stock;

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Warrant Holder
hereby amend the Warrant Agreement as follows:

         1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the Warrant
Agreement.

         2. Amendment of Warrant Agreement. The first sentence of Section
6(b)(i) shall be amended to read in its entirety as follows:

             (i)   Filing of Registration Statement. The Company will cause to
                   be prepared and filed a registration statement relating to
                   the Warrant Shares and cause such registration statement to
                   become effective within a reasonable time after October 1,
                   2000.

         3. Other Terms of the Warrant Agreement. Except for the amendments set
forth herein, all other provisions of the Warrant Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.

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

         5. Law Governing. This Amendment shall be construed and enforced in
accordance with the laws of the state of Delaware without regard to principles
of conflicts of law, except as otherwise required by mandatory provisions of
law.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Stock Purchase Agreement as of the date first stated above.

                                  "Company"

                                  HEARTSOFT, INC.

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

                                  "Warrant Holder"

                                  HI-TEL GROUP, INC.

                                  By:   /s/ Steven Hirsch
                                        ----------------------------------------
                                        Steven Hirsch
                                        President













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