EXHIBIT 10.46
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                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT is made as of this 24th day of January, 2001,
by Heartsoft, Inc., a Delaware corporation ("Debtor"), in favor of The Glenn A.
Chalker Revocable Trust dated June 15, 1993 (the "Secured Party").

         WHEREAS, the Secured Party has loaned $250,000 to Debtor pursuant to
Convertible Promissory Note of even date (collectively, the "Note"); and

         WHEREAS, in order to induce the Secured Party to loan $250,000 to
Debtor, Debtor desires to pledge the Collateral to secure the Indebtedness.

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Debtor does hereby covenant and agree as follows:

         1. DEFINITIONS. The terms as used herein shall be construed and
controlled by the following definitions, and except as the context may otherwise
require or as may be otherwise provided herein, the singular shall be deemed to
include the plural and the plural shall be deemed to include the singular.

                  1.1 Collateral. "Collateral" shall mean and include the
following property: (i) all intangible property now owned or hereafter acquired
by Debtor, including without limitation copyrights, trademarks and patents (and
related applications and registrations) held by Debtor (including without
limitation those set forth on Schedule A hereto), (ii) the software product
called "Internet Safari" and the source code and any related files (the
"Software"), and (iii) all proceeds of the foregoing property, or other
property, rights or claims received upon the disposition of, collection upon,
release or cancellation of, or otherwise on account of said property or any part
thereof.

                  1.2 Event of Default. "Event of Default" shall have the
meaning set forth in Section 7.

                  1.3 Indebtedness. "Indebtedness" shall mean and include all
indebtedness of Debtor to Secured Party arising out of or relating to the Note.

         2. SECURITY INTEREST. Debtor hereby assigns and grants to Secured Party
a security interest in the Collateral to secure the Indebtedness.

         3. DELIVERY AND POSSESSION OF COLLATERAL. Contemporaneously with the
execution and delivery hereof, or as soon thereafter as commercially
practicable, Debtor shall deliver to Tullius Taylor Sartain & Sartain LLP the
physical possession of the source code of the Software and Tullius Taylor
Sartain & Sartain LLP shall agree in writing with Debtor and Secured Party to
retain the source code in its possession pending receipt of written instructions
signed by Debtor and Secured Party or issued by a court and Debtor shall file a
financing statement with the

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Oklahoma County Clerk covering the Collateral. Debtor shall promptly prepare and
file any other documents requested by Secured Party in order to evidence or
perfect the security interest in the collateral, including without limitation a
filing with the U. S. Patent and Trademark Office.

         4. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and
warrants to Secured Party that:

                  4.1 Ownership; Free of Encumbrances. Debtor is and will remain
the legal and beneficial owner of the Collateral, free and clear of any prior
liens, security interests, encumbrances or conflicting claims, or rights of any
kind, except the security interest created hereby, and Debtor will not transfer
or offer or attempt to transfer, by lease or sale or otherwise, any interest in
the Collateral or possession thereof without the express written consent of
Secured Party. Debtor will defend the Collateral against all claims and demands
of all persons at any time claiming the Collateral or any interest therein. No
security agreement, financing statement or other public notice with respect to
all or any part of the Collateral is on file or of record in any public office
except such as may have been filed pursuant to this Security Agreement.

         5. COVENANTS OF DEBTOR. Debtor covenants and agrees that so long as the
Note shall be outstanding that:

                  5.1 Debtor will not create, incur, assume, guarantee or in any
manner become liable in respect of any indebtedness except for (i) liabilities
incurred by Debtor in the ordinary course of its business and (ii) indebtedness
not exceeding $1,000,000. The term "indebtedness" shall mean and include all
items which in accordance with generally accepted accounting principles would be
included in determining total liabilities as shown on the liability side of a
balance sheet as of the date at which indebtedness is to be determined.

                  5.2 Debtor shall not amend its certificate of incorporation or
its bylaws, except for amendments to the bylaws which do not affect the rights
of Secured Party. Debtor shall comply with all of the provisions of its
certificate of incorporation and its bylaws.

                  5.3 Debtor shall not, by operation of law or otherwise, merge
with, consolidate with, acquire all or substantially all of the assets of,
acquire all or substantially all of the securities or interests in or otherwise
combine with any other entity. This Section 5.3 shall not affect the ability of
Debtor to organize subsidiaries in order to acquire other businesses as long as
(a) all of the equity securities and debt and other securities convertible into,
or exchangeable or exercisable for equity securities are owned by Debtor and (b)
such organization does not materially adversely affect the performance by Debtor
under the Note.

                  5.4 Debtor shall not sell, convey, transfer or dispose of any
of its assets other (i) than sales of its inventory to its customers in the
ordinary course of its business, (ii) sales of assets at a price equal to, or
greater than, their fair market value and (iii) sales of assets that do not
materially adversely affect the performance by Debtor of the Note.

                  5.5 Debtor shall take all actions necessary to preserve and to
keep in fully force and effect its corporate existence. Debtor shall not take
any action or omit to take any

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action, which act or omission may result in the loss of such corporate existence
or the dissolution, liquidation or winding up of Debtor.

                  5.6 Debtor shall not declare or pay any dividends or incur any
liability to make any other payment or distribution of cash or other assets of
Debtor in respect of any equity security of Debtor.

                  5.7 Debtor shall not pay any bonuses or other extraordinary
payments to any officer or director of Debtor, other than salaries currently in
effect or bonuses which Debtor is currently obligated to pay.

                  5.8 Debtor shall use the proceeds from the Note for the
conduct of its business in the ordinary course.

         6. DEFAULT. The term "Event of Default" for all purposes of this
Security Agreement shall mean the occurrence after the date hereof of one or
more of the following:

                  6.1 Note Payments. Failure to pay principal or interest under
the Note when and as the same shall become due and payable, whether at the due
date thereof, by acceleration or otherwise and any such failure shall continue
unremedied for five (5) days.

                  6.2 Other Default in Payment or Performance. Default in the
payment, performance or observance by Debtor of any other obligation, covenant
or liability contained or referred to herein or in the Note or the Letter
Agreement of even date between Debtor and the Secured Party (the "Letter
Agreements") and any such default shall continue unremedied for ten (10) days
after Debtor obtain notice thereof.

                  6.3 Material Inaccuracy. Any of the representations and
warranties of Debtor to Secured Party herein or in the Letter Agreement contain
a material inaccuracy.

                  6.4 Dissolution; Insolvency. (i) Debtor shall commence any
case, proceeding, or other action (A) under any existing or future law or any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding up, liquidation,
dissolution, composition, or other like relief with respect to it or its debts,
or (B) seeking appointment of a receiver, trustee, custodian, or other similar
official for it, or for all or any substantial part of its assets, or make a
general assignment for the benefit of its creditors; or (ii) there be commenced
against Debtor any case, proceeding or other action of a nature referred to in
clause (i) above which (A) results in the entry of an order for relief or any
such adjudication or appointment, or (B) remains dismissed, undischarged, or
unbonded for a period of thirty (30) days; or (iii) there be commenced against
Debtor any case, proceeding, or other action seeking issuance of a warrant of
attachment, execution, restraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, stayed or bonded
pending appeal within thirty (30) days from the entry thereof; or

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(iv) any action be taken by Debtor in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii) or (iii) above.

                  6.5 Discontinuance or Change of Business. Debtor shall
discontinue its business or materially change the nature or scope of its
business.

                  6.6 Cessation of Trading. Shares of common stock of Debtor
shall cease being listed on NASDAQ's Over the Counter Bulletin Board.

                  6.7 Litigation. There shall have been filed a lawsuit against
Debtor alleging potential money damages in excess of $100,000 or any
governmental agency shall have instituted proceedings against Debtor in which
its total monetary exposure exceeds $100,000.

                  6.8 SEC Orders, etc. The Securities and Exchange Commission or
any other state securities agency shall have issued an order against Debtor in
which it is ordered to cease and desist from engaging in any improper conduct.

         7. REMEDIES. Upon the occurrence of any Event of Default and at any
time thereafter, Secured Party shall have and may exercise the following rights
and remedies, without further notice to Debtor:

                  7.1 Acceleration. Declare the Note to be immediately due and
payable, whereupon the same shall become forthwith due and payable.

                  7.2 All Legal Remedies. Proceed to enforce and exercise any
and all rights and remedies which Secured Party may have under this Security
Agreement or applicable law, including, without limitation: (i) commencing one
or more actions against Debtor and reducing the claims of Secured Party against
Debtor to judgment, and (ii) foreclosure or other enforcement of Secured Party's
security interest in the Collateral, or any portion thereof, or other
enforcement of Secured Party's rights and remedies in respect of and to recover
upon the Collateral, through judicial action or otherwise, including all
available remedies under the applicable provisions of the Oklahoma Uniform
Commercial Code.

                  7.3 Disposition. Sell, lease or otherwise dispose of the
Collateral at private or public sale, in bulk or in parcels and, where permitted
by law, without having the Collateral present at the place of sale. Secured
Party will give Debtor reasonable notice of the time and place of any public
sale or other disposition thereof or the time after which any private sale or
disposition thereof is to be made. The requirements of reasonable notice shall
be met if such notice is given to Debtor at least five (5) business days before
the time of any such sale or disposition. Secured Party shall not be obligated
to make any such sale pursuant to any such notice. Secured Party may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
the sale, and such sale may be made at any time or place to which the same may
be so adjourned.

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                  7.4 Costs and Expenses. Recover from Debtor an amount equal to
all reasonable costs, expenses and attorney's fees incurred by Secured Party in
connection with the exercise of the rights contained or referred to herein,
together with interest on such sums at the post-default rate applicable to the
Note from time to time.

         8. APPLICATION OF PROCEEDS. All monies collected by Secured Party upon
the sale of the Collateral hereunder, together with any other monies received by
Secured Party hereunder, shall be applied by Secured Party to the payment of all
costs and expenses reasonably incurred by Secured Party in connection with such
sale, the delivery of such Collateral or the collection of any such monies
(including, without limitation, reasonable attorney's fees and expenses), and
the balance of such monies shall be applied by Secured Party to the payment of
the Indebtedness, and the remainder, if any, shall be returned to Debtor.

         9. TERMINATION. This Security Agreement shall terminate upon payment in
full of the Indebtedness.

         10. MISCELLANEOUS.

                  10.1 Cumulative Remedies. No failure on the part of Secured
Party to exercise and no delay in exercising any right under this Security
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise by Secured Party of any right hereunder preclude any other or further
right of exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not alternative.

                  10.2 Notices. All notices, requests and demands shall be
served by registered or certified mail or personal delivery as follows:

         DEBTOR:                  Heartsoft, Inc.
                                  3103 North Hemlock
                                  Broken Arrow, OK  74012
                                  Attn:  Chief Executive Officer

         SECURED PARTY:           The Glenn A. Chalker Revocable Trust
                                    dated June 15, 1993
                                  Attn:  Glenn A. Chalker, Trustee
                                  11331 South Erie
                                  Tulsa, OK  74147

         With a Copy to:          Del L. Gustafson
                                  Hall, Estill, Hardwick, Gable, Golden & Nelson
                                  320 South Boston, Suite 400
                                  Tulsa, OK  74103


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or at such other address as Debtor or Secured Party shall designate for such
purpose in a written notice to the other party hereto and shall be effective and
deemed given three (3) business days after deposit in the U.S. Mail, first class
postage prepaid or when personally delivered.

                  10.3 Interpretation. This Security Agreement shall be deemed
to be a contract made under the laws of the State of Oklahoma and shall be
construed in accordance with the laws of said State (without regard to its
conflicts of laws principles). The descriptive headings of the sections of this
Security Agreement are for convenience only and shall not be used in the
construction of the content of this Security Agreement.

                  10.4 Binding Effect. This Security Agreement shall be binding
on Debtor and its successors and assigns and shall be binding on and inure to
the benefit of Secured Party and his respective successors and assigns.

                  10.5 Severability. In the event ay one or more of the
provisions contained in this Security Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.

                  10.6 Amendment. This Security Agreement cannot be amended
except by an agreement in writing signed by the party or parties against whom
enforcement of any waiver, change, modification or discharge is sought.

                  10.7 Counterparts. This Security Agreement shall be executed
in multiple counterparts, each of which when duly executed and delivered shall
be an original but such counterparts shall together constitute but one and the
same instrument.

                  10.8 Assignment. This Security Agreement, the Note and the
Letter Agreement may not be assigned, transferred or assumed without the prior
written consent of all parties hereto.


                  [END OF PAGE - SIGNATURES ON FOLLOWING PAGE.]

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         IN WITNESS WHEREOF, Debtor has executed and delivered this Security
Agreement to and in favor of Secured Party on the day and year first above
written.

                                    "DEBTOR"

                                                HEARTSOFT, INC.


                                                By      /s/ Benjamin Shell
                                                --------------------------------
                                                Benjamin Shell, Chairman and CEO

ACCEPTED AND AGREED:

"SECURED PARTY"

THE GLENN A. CHALKER REVOCABLE TRUST
   DATED JUNE 15, 1993


By:    /s/ Glenn A. Chalker, Trustee
    ----------------------------------
    Glenn A. Chalker, Trustee










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