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                                                                   EXHIBIT 10.69

                           SECOND EXTENSION AGREEMENT

         This Second Extension Agreement is made and entered into this 9th day
of July, 2001, by and between June Limited Partnership and the Alan W. Carlton
Revocable Living Trust (collectively "Investors") and Heartsoft, Inc.
("Heartsoft") and Benjamin P. Shell, Jr. ("Shell");

         WHEREAS, Investors, Heartsoft and Shell previously entered into two
Promissory Notes dated November 9, 2000 (the "Promissory Notes") and a Joint
Security Agreement dated November 9, 2000 (the "Joint Security Agreement"),
which agreements memorialize the conditions, representations and warranties
pursuant to which Investors have loaned money to or invested money in
Heartsoft and certain related collateral; and

         WHEREAS, Investors, Heartsoft and Shell, both individually and as a
representative of Heartsoft, entered into an Extension Agreement and Amendment
to Joint Security Agreement dated May 9, 2001 (the "First Extension
Agreement'), which, among other things, extended the term of the Promissory
Notes and the Joint Security Agreement to July 9, 2001; and

         WHEREAS, Heartsoft and Shell, both individually and as a
representative of Heartsoft, have requested additional time to arrange for the
repayment of the Promissory Notes and to make stock registration filings with
the Securities and Exchange Commission (the "SEC"); and

         WHEREAS, the signatories hereto agree to such extensions on the terms
and conditions stated herein.

          NOW, THEREFORE, for and in consideration of the benefits to be
received by Investors, Heartsoft and Shell by virtue of the terms of this
Second Extension Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by all signatories,
the parties agree as follows:


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1.       Heartsoft and Shell jointly and severally reaffirm the representations
         and warranties made in the Promissory Notes, and the Joint Security
         Agreement (as amended), and further warrant that neither of them shall
         take any action or commit any act from the date hereof which is in
         violation of any of the provisions of either the Promissory Notes, the
         Joint Security Agreement (as amended) or this Second Extension
         Agreement.

2.       The payment date of the Promissory Notes and all provisions of the
         Joint Security Agreement (as amended) are extended and shall now be due
         and payable on August 9, 2001. Interest on each of the Promissory Notes
         is agreed to be the rate of     percent ( %) per annum from and after
         May 9, 2001. Any future breach by either Heartsoft or Shell of the
         representations, warranties, covenants or terms of the Promissory
         Notes, the Joint Security Agreement (as amended), the First Extension
         Agreement or this Second Extension Agreement shall cause an immediate
         default of the Promissory Notes.

3.       Heartsoft shall cause        shares of the par value $0.0005 per share
         common stock of Heartsoft (the "Shares") to be issued and transferred
         to each of the Investors within three (3) business days of the
         execution of this Second Extension Agreement. Heartsoft agrees to take
         all necessary action to cause the issuance of the Shares, including the
         issuance of appropriate instructions to its transfer agent.

4.       Heartsoft shall, no later than August 31, 2001, file with the SEC a
         registration statement of its common stock which shall include the
         registration of the following shares of Heartsoft common stock owned by
         Investors: (i) the Shares; (ii) the 150,000 shares each Investor
         received in conjunction with the First Extension Agreement; (iii) the
         125,000 shares each Investor received in conjunction with the
         origination of the Promissory Notes, and (iv) the 100,000 shares each
         Investor acquired August 31, 2000. Upon the approval of such
         registration statement by the SEC, the restrictive legend shown upon
         the certificate for such shares shall be removed, and Investors shall
         be eligible to sell said shares in the open market.

5.       The provisions of this Second Extension Agreement may be waived only in
         writing, which writing must be executed and delivered by Investors
         prior to any act or failure to act to which any such waiver is
         contended to apply.

6.       This Second Extension Agreement is not a resolution or waiver of any
         claims which may have accrued to Investors prior to the date of this
         Second Extension Agreement.


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7.       This Second Extension Agreement and the terms and obligations hereunder
         shall be interpreted and construed to be applicable to all of the
         related entities or corporations of Heartsoft, of whatever nature, and
         that none of the signatories hereto will attempt to evade the spirit
         and purpose of this Second Extension Agreement by allowing, utilizing
         or encouraging any other party to institute action, legal or otherwise,
         regarding the subject matter of the Promissory Notes, the Joint
         Security Agreement (as amended), the First Extension Agreement or this
         Second Extension Agreement during the extension period described
         herein.

8.       This Second Extension Agreement shall be governed by Oklahoma law.
         Venue for the commencement of this action shall be in any state
         district court for any county in Oklahoma, at the election of
         Investors.

9.       Except as specifically modified herein, the provisions of the
         Promissory Notes, the Joint Security Agreement (as amended) and the
         First Extension Agreement remain if full force and effect.

10.      This Second Extension Agreement constitutes the entire agreement and
         understanding between the parties with respect to the subject matter
         hereof, and shall not be amended or modified without the written
         consent and agreement of all signatories hereto.

11.      All signatories hereto expressly acknowledge that they have had the
         opportunity to consult with counsel of their choosing prior to the
         execution of this Second Extension Agreement.

12.      To induce Investors to enter into this Second Extension Agreement,
         Heartsoft and Shell hereby represent and warrant to Investors as
         follows:

         A.       Heartsoft is a corporation validly existing and in good
                  standing under the laws of the State of Delaware and has the
                  requisite power and authority to own or lease its properties
                  and to carry on its business as it is now being conducted.
                  Heartsoft has the requisite power and authority to issue the
                  Shares and to perform its obligations under this Second
                  Extension Agreement.

         B.       The Shares, when issued and delivered pursuant to terms of
                  this Second Extension Agreement, will be duly authorized,
                  validly issued, fully paid and nonassessible.


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         C.       This Second Extension Agreement and the issuance of the Shares
                  contemplated hereby have been duly authorized by all necessary
                  action on behalf of Heartsoft. This Second Extension Agreement
                  has been duly executed and delivered by authorized officers of
                  Heartsoft, is a valid and binding agreement on the part of
                  Heartsoft and is enforceable against Heartsoft and Shell in
                  accordance with its respective terms. All actions necessary to
                  cause the authorization, issuance and delivery of the Shares
                  as contemplated by this Second Extension Agreement have been
                  taken by Heartsoft.

13.      Investors, Heartsoft and Shell agree that each will execute such other
         documents as may be necessary or desirable in connection with the
         transactions contemplated hereby.




         JUNE LIMITED PARTNERSHIP

         By:  /s/ Robert K. Pezold
              ---------------------------------------
                  Robert K. Pezold, General Partner


         ALAN  W. CARLTON REVOCABLE LIVING TRUST

         By: /s/ Alan W. Carlton
           ------------------------------------------
                 Alan W. Carlton, Trustee


         HEARTSOFT, INC.

         By:  /s/ Benjamin P. Shell
              ---------------------------------------
                  Benjamin P. Shell, President


              /s/ Benjamin P. Shell
              ----------------------------------------------
                  Benjamin P. Shell, Individually



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