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                                                                   EXHIBIT 10.63

                            MARKETING AGENT AGREEMENT

THIS AGREEMENT is entered into as of this 1st day of June, 2001 by and between
K-12 MICROMEDIA PUBLISHING, INC., a ______________________ corporation, and
HEARTSOFT, INC., a Delaware corporation as follows:

WHEREAS, Heartsoft, Inc.(Heartsoft) wishes to appoint K-12 MicroMedia,
Publishing, Inc. (K-12 MicroMedia) an educational reseller based in Mahwah,
New Jersey, to serve as a marketing agent to New York City Board of Education
(NYC BOE) for Heartsoft products covered under the New York City Board of
Education contract OMA number 1Z729, item class number 6, effective March 20,
2001 through July 31, 2003, the following terms and conditions have been
mutually agreed upon:

1.       K-12 MicroMedia will provide the following marketing services to New
         York City Board of Education schools:

         A.       Distribute Heartsoft NYC BOE Price Lists and product
                  information to school and district contacts on a regular
                  basis, but no less than twice per school year.
         B.       Feature Heartsoft products, promotions and pricing in a
                  predominate place in K-12 MicroMedia newsletter and catalogs
                  distributed to NYC BOE schools.
         C.       Feature and demonstrate Heartsoft products in a predominate
                  location within the K-12 MicroMedia booth at regional
                  technology conferences held by the NYC BOE, at no less than
                  four conferences per school year.
         D.       Conduct product demonstration to district and school personnel
                  for qualified purchase opportunities.
         E.       Provide a link from the K-12 MicroMedia website to Heartsoft
                  website, including a link to promote Internet Safari
                  demonstration version download.
         F.       Other marketing activities as necessary to adequately
                  represent Heartsoft products and mutually agreed upon by both
                  parties.
         G.       Submit an outline of planned marketing activities for the year
                  at the beginning of each contract year. This report shall be
                  received by the 30th of the first full month of the contract
                  for each year of the contract.
         H.       Provide a quarterly report of marketing actitivies conducted
                  by K-12 MicroMedia in support of the NYC BOE/Heartsoft
                  contract. This report shall be received by the 20th of the
                  month following the end of the quarter. For example, for the
                  quarter ending June 30, 2001, the report will be received by
                  July 20, 2001.

2.       Heartsoft, Inc will provide the following compensation and services to
         K-12 MicroMedia in support of their marketing activities to NYC BOE:

         A.       Pay K-12 MicroMedia a marketing commission of   % of sales
                  based on cash collections to Heartsoft from NYC BOE. This
                  commission shall be paid quarterly on the 30th of the month
                  following the end of the quarter. For example, commissions
                  for the quarter ending June 30, 2001 will be paid on

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                  July 30, 2001. Any outstanding balance (i.e. sales where cash
                  has not been collected during the month) for products will be
                  deducted from amount due to K-12 MicroMedia prior to payment
                  of marketing commissions.
         B.       Provide K-12 MicroMedia with monthly reports for sales to the
                  NYC BOE and K-12 Micromedia. These reports will be provided by
                  the 20th of the month following the sales month. For example,
                  the monthly report for April 2001 will be provided by May 20,
                  2001.
         C.       Provide product literature and demo CDs as needed to support
                  marketing efforts in NYC BOE schools.
         D.       Provide training for the staff of K-12 MicroMedia on Heartsoft
                  product line and selling strategies.
         E.       Provide personnel, as available, to support K-12 MicroMedia
                  staff in demonstrating Heartsoft products at technology
                  conferences.
         F.       Develop joint sales and marketing efforts to close large sales
                  opportunities, this may include activities such as joint sales
                  calls and inside sales call campaigns.
         G.       Provide a co-branded Internet Safari demonstration version
                  download web page and share all leads obtained from the
                  co-branded web page during the term of the contract.
         H.       Provide creative design service and/or electronic files of
                  Heartsoft products, logos, etc. as needed and mutually agreed
                  upon for the creation of marketing materials in support of
                  this contract.

3.       K-12 MicroMedia, as an extension of this contract, may on occasion
         accept purchase orders directly from NYC BOE at the contract price and
         these sales will be included in the calculation of both marketing
         commissions and performance incentives, provided these purchase orders
         meet the following criteria:

         A.       Contain orders for products from multiple publishers;
         B.       Contain orders for only Heartsoft products at a limited time
                  special promotion pricing not covered by the NYC BOE contract
                  or for Heartsoft products not on covered by the NYC BOE
                  contract.
         C.       Other mutually agreed upon conditions that are beneficial to
                  NYC BOE, K-12 MicroMedia and Heartsoft.

                  For these orders, K-12 MicroMedia will order the product at
                  their standard reseller discount. Heartsoft will drop ship the
                  product directly to the customer or to K-12 MicroMedia as
                  stated on the K-12 MicroMedia purchase order to Heartsoft.
                  K-12 MicroMedia will be responsible for payment of these
                  purchase orders under their normal reseller terms and
                  conditions.

4.       TERM OF CONTRACT: The agreement shall be valid until July 31, 2002.
         This agreement shall be eligible for automatic extension in 12 month
         periods provided K-12 MicroMedia provides proof of meeting the
         marketing criteria stipulated above through submission of monthly
         marketing reports and sales of Heartsoft products to NYC BOE meets or
         exceeds the following sales objectives: First contract period -

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         $   in sales. Each additional contract period the sales objective
         shall be to meet or exceed   % of the previous 12 month period. Should
         the above stipulated criteria for automatic extension not be met, this
         contract may be extended for a period of 12 months upon mutual
         agreement of both parties.

5.       REPRESENTATIONS: Should K-12 MicroMedia Publishing fail to meet the
         marketing terms as specified in this Agreement, Heartsoft shall provide
         notification in writing of the specific contract points in question and
         K-12 MicroMedia shall have 60 days to come into full contract
         compliance. In the event that K-12 MicroMedia does not meet the 60 day
         deadline, Heartsoft may terminate the Agreement by providing
         notification of contract dissolution in writing, delivered to K-12
         MicroMedia via certified mail or other trackable delivery service.

6.       ENTIRE AGREEMENT: This agreement constitutes the entire agreement
         between the parties with respect to the subject matter hereof and there
         are no representations, understanding or agreement that are not fully
         expressed in this Agreement. The interpretation and enforcement of this
         Agreement shall be governed by the laws of the State of Oklahoma. In
         the event that any portion of this agreement shall be held by a court
         or other tribunal of competent jurisdiction to be unenforceable, such
         provision will be enforced to the maximum extent permissible and the
         remaining portions of this Agreement shall remain in full force and
         effect. Recipient may not sell, transfer, assign, sublicense or
         subcontract any right or obligation hereunder without the prior written
         consent of Heartsoft, Inc.

7.       ARBITRATION: Any controversy or claim arising out of or relation to
         this Agreement, or the breach thereof, shall be settled by arbitration
         in accordance with the Commercial Arbitration Rules of the American
         Arbitration Association, and judgment upon the award rendered by the
         arbitrator(s) may be entered in any court of competent jurisdiction.
         The prevailing Party in such arbitration shall be entitled to recover
         reasonable attorneys' feed and arbitration costs, unless otherwise
         decided by the arbitrators.


IN WITNESS HEREOF, the parties hereto have executed the Agreement as of the
1st day of June, 2001.

K-12 MicroMedia Publishing, Inc.            Heartsoft, Inc.

By:  /s/ A. G. Schweikez                    By: /s/ Juanita L. Seng

Name: Anthony G. Schweikez                  Name: Juanita L. Seng

Title: President                            Title:  Vice President, Sales