EXHIBIT 10.39
                                                                   -------------

                     AUTO & EQUIPMENT LEASING BY FLEX, INC.
                     7229 SOUTH 85TH EAST AVENUE, SUITE 100
                              TULSA, OKLAHOMA 74133

                                 EQUIPMENT LEASE

Auto &  Equipment  Leasing  By Flex,  Inc.  (hereinafter  called  "Lessor")  for
valuable  consideration,  the  receipt of which is hereby  acknowledged,  hereby
leases to Heartsoft  Software,  Inc., and Benjamin Shell  (Individual),  3101 N.
Hemlock  Circle,  Broken Arrow, OK 74012,  (hereinafter  called  "Lessee"),  the
following described property,  in Schedule "A", attached hereto and made part of
this agreement  (hereinafter  called the "Equipment"),  upon the following terms
and conditions:

         1. Lessee  agrees that the  equipment  shall be delivered to Lessee and
shall remain there,  and not be removed by Lessee at any time during the term of
this lease without the prior written consent of Lessor.

         2. The title to the aforesaid  described property in Schedule "A" shall
remain in the Lessor, the Lessee having only the right to possession and the use
thereof during the term of the lease, except as is otherwise provided herein:

         3.  The lease of said property shall be for a term of 36
 months on the following basis:

               The sum of $1,490.00  shall be paid upon execution of this lease,
               as payment  of the first  month  installment.  On the 15th day of
               December,  2000 , and on the  15th day of each  and  every  month
               during  the term of this  lease,  the sum of  $1,490.00  shall be
               paid.  Should  Lessee  make  all the  said  monthly  payments  as
               required on or before the due date, with no default,  then at the
               expiration  of said  term,  the  Lessee  shall have the option to
               purchase the  equipment  for $1,000.00 by notifying the Lessor of
               the same,  not less than thirty (30) days prior to the expiration
               of the term of this lease.

         4. Lessee promises and agrees to pay all specified  lease  installments
in advance on the date  designated for the payment herein without  demand.  Said
lease  installments  shall be payable at the office of Lessor,  or to such other
person and/or place as Lessor may from time to time designate in writing.

         5. Early Termination and Default.

                  a.  Provided  the  lease  is not in  default,  and has been in
effect a  minimum  of six  months,  the  lease  may be  terminated  prior to its
scheduled  termination  by giving a 15 day  written  notice  and  purchases  the
equipment  at the  purchase  option.  Price  set  forth  above  under  the terms
described below.
                  b. the remaining  amount owed is calculated by adding any past
due monthly  payments and past due interest  owed;  any official  fees and taxes
imposed in connection with lease termination and fixed monthly lease charges for
the  remaining  schedule  lease term,  discounted  to rebate any unearned  lease
charges   based  on  actuarial   method  which  will  be  figured   taking  into
consideration depreciation charges and total lease charges.

         6. Lessor may inspect the  equipment at any time;  and Lessee agrees to
keep it in first class  condition  and repair at Lessee's  expense and house the
same in suitable  shelter;  and not to sell or otherwise dispose of his interest
therein or in any equipment or accessories attached thereto.

         7. Lessee  assumes the entire risk of loss or damages to the equipment,
whether or not covered by  insurance,  and no such loss shall relieve the Lessee
of its  obligations  hereunder.  Lessee agrees to keep the equipment  insured to
protect all interests of Lessor,  at Lessee's  expense against all risks of loss
or damage from any cause  whatsoever for not less than the unpaid balance of the
lease  payments  due  hereunder  or the then  current  value of said  equipment,
whichever  is higher,  and in addition  shall  purchase  insurance  in an amount
reasonable  under the  circumstances to cover the liability of Lessor for public
liability  and  property  damage.  Said  insurance  policies  and  the  proceeds
therefrom  shall be the sole  property of Lessor and Lessor shall be named as an
insured in all said policies and as sole loss payee in the policies insuring the
equipment. The proceeds of such insurance, whether resulting from loss or damage
or return premium or otherwise, shall be hereunder at the option of Lessor.
<PAGE>

         8. No title or right in said equipment  shall pass to Lessee except the
rights herein expressly granted.  Plates or other markings will be affixed to or
placed on said equipment by Lessor or at Lessor's request, by Lessee at Lessee's
expense  indicating  that Lessor is the owner thereof and Lessee will not remove
the same.  Said equipment  shall always remain and be deemed  personal  property
even  though  attached  to  realty.  All  replacements,  accessories  or capital
improvements  made to or  placed  in or  upon  said  equipment  shall  become  a
component part thereof and title thereto shall be  immediately  vested in Lessor
and shall be included under the terms hereof.  The Lessee agrees that the Lessor
is  authorized,  at its option,  to file  financing  statement(s)  or amendments
thereto  without the  signature  of the Lessee with respect to any or all of the
leased property,  or if a signature is required by law, then the Lessee appoints
Lessor as Lessee's  attorney-in-fact to execute any such financing  statement(s)
and  further  agrees  to  reimburse  the  Lessor  for the  expense  of any  such
filing(s).

         9.  LESSOR HAS NOT AND WILL NOT MAKE ANY  REPRESENTATION,  WARRANTY  OR
COVENANT,  EXPRESS  OR IMPLIED ON WHICH  LESSEE  MAY RELY,  WITH  RESPECT TO THE
MERCHANTABILITY,  FITNESS,  CONDITION , DURABILITY OR  SUITABILITY  FOR LESSEE'S
PURPOSE OF THE EQUIPMENT IN ANY RESPECT, OR ANY OTHER  REPRESENTATION,  WARRANTY
OR COVENANT, EXPRESS OR IMPLIED, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY
LESSOR.  ALL  EQUIPMENT  SHALL BE ACCEPTED AND LEASED BY LESSEE "WHERE IS, AS IS
AND WITH ALL  FAULTS"  AND  LESSOR  SHALL NOT BE  RESPONSIBLE  FOR ANY PATENT OR
PATENT DEFECTS THEREIN OR ANY DAMAGES RESULTING THEREFROM. LESSOR WILL, HOWEVER,
TAKE ANY STEPS  REASONABLY  WITHIN  ITS POWER TO MAKE  AVAILABLE  TO LESSEE  ANY
MANUFACTURER'S  OR SIMILAR WARRANTY  APPLICABLE TO THE EQUIPMENT.  IN ANY EVENT,
LESSOR  SHALL  NOT BE  LIABLE  TO  LESSEE  FOR ANY  LIABILITY,  LOSS OR  DAMAGE,
INCLUDING  CONSEQUENTIAL OR INCIDENTAL DAMAGES,  CAUSED OR ALLEGED TO BE CAUSED,
DIRECTLY  OR  INDIRECTLY,  BY THE  EQUIPMENT,  OR  ANY  INADEQUACY  THEREOF,  OR
DEFICIENCY  OR DEFECT  THEREIN,  OR BY ANY  INCIDENT  WHATSOEVER  IN  CONNECTION
THEREWITH.

         10. Lessee shall not assign,  mortgage or hypothecate this lease or any
interest  herein or sublet said equipment  without the prior written  consent of
the  Lessor.  Any  assignment,  mortgage,  hypothecation  or  sublease by Lessee
without such consent shall be void.

         11.  Lessee  agrees to use,  operate and  maintain  said  equipment  in
accordance  with all  laws;  to pay all  licensing  or  operating  fees for said
equipment; to keep the same free of levies, liens and encumbrances;  to show the
equipment as "leased  equipment" on Lessee's personal  property tax returns;  to
pay Lessor a sum equal to all  personal  property  taxes  assessed  against  the
equipment,  which sum Lessor  shall  remit to the taxing  authority,  to pay all
other taxes, assessments, fees and penalties, which may be levied or assessed on
or in respect to said  equipment  or its use or any interest  therein,  or lease
payments  thereon,  including  but not limited to all  federal,  state and local
taxes,  however,  designated,  levied or assessed  upon the Lessee and Lessor or
either of them or said equipment, or upon the sale, ownership,  use or operation
thereof.  Lessor may pay such taxes and other  amounts and may file such returns
on behalf of Lessee if  Lessee  fails to do so as herein  provided.  On  written
request from Lessor,  Lessee  agrees to reimburse  Lessor for  reasonable  costs
incurred in collecting any taxes, assessments or fees for which Lessee is liable
hereunder and remitting the same to the appropriate authorities.

         12. In the event the Lessee  shall  default in the payment of any lease
payments,  additional  lease  payments,  or any other sums due  hereunder  for a
period of ten (10) days , or in the event of any  default of breach of terms and
conditions of this lease, or any other lease between the parties  hereto,  or if
any execution or process shall be issued in any action or proceeding against the
Lessee,  whereby  the  said  equipment  may  be  taken  or  distrained,  or if a
proceeding in bankruptcy,  receivership or insolvency  shall be instituted by or
against  the  Lessee or its  property,  or if the  Lessee  shall  enter into any
agreement or composition with its creditors, breach any of the terms of any loan
or credit agreement,  or default  thereunder or if the condition of the Lessee's
affairs  shall so change as to , in the  Lessor's  opinion,  impair the Lessor's
security or increase the credit risk involved, then and in that event the Lessor
shall have the right to (1) retake immediate possession of its equipment without
any Court  Order or other  process  of law and for such  purpose  the Lessor may
enter the same  therefrom  with or without  notice of its  intention to do same,
without being liable to any suit or action or other  proceedings  by the Lessee.
Lessor may, at its option, sell the equipment at public or private sale for cash
or on credit and may  become the  purchaser  at such sale.  The Lessee  shall be
liable for arrears or lease payments hereunder and under any other lease between
the parties,  if any; for any other charges due from Lessee  hereunder and under
any other lease between the parties, for expense of retaking possession, and the
removal of the  equipment,  and court  costs,  in addition to the balance of the
lease payments  provided for herein,  or in any lease payment hereof, as well as
for the  balance of lease  payments  due and to become due under any other lease
between the parties, less the net proceeds of the sale of said equipment,  after
deducting all costs of taking,  storage,  repair and sale; and/or (2) accelerate
the  balance  of lease  payments  payable  hereunder  and under any other  lease
between the parties,  thereby  requiring  prepayment of this lease and any other
lease  between the  parties  with all such lease  payments   and charges due and
payable  forthwith upon such notice of acceleration and demand for payment,  the
Lessee  nevertheless  remaining and being liable for the return of the equipment
and any loss or  destruction  of, or injury to, the equipment in the same manner
as  herein  provided.  The  foregoing  rights  shall  be in  addition  to and in
limitation  of the  rights  of a  Secured  Party,  as set  forth in the  Uniform
Commercial Code of the applicable jurisdiction.  Should Lessee fail to make such
payment  after this notice and  demand,  Lessor  shall be entitled to  institute
appropriate legal  proceedings  against Lessee with the Lessee

                                                                               2
<PAGE>

being responsible for said lease payments,  charges, expenses and attorney fees,
if allowed by law. In the event the Lessor  shall  exercise any of its rights as
above set forth,  Lessee shall be obligated to pay, as interest,  a sum equal to
one and  one-half  (1 1/2%)  percent  per  month,  or any part  thereof,  on the
aggregate  unpaid  lease  payments  due  hereunder  or under any other  lease in
default by reason  hereof or otherwise,  or until all arrears of lease  payments
are  satisfied,  provided said interest  payments are allowed by law, and if not
allowed by law,  the maximum  rate of  interest  permissible  in the  applicable
jurisdiction.  The rights  granted the Lessor herein shall be cumulative  and an
action upon one shall not be deemed to  constitute  an election or waiver of the
other right of action to which Lessor may be entitled.  All sums as  hereinabove
stated shall become  immediately  due and payable to be construed as  liquidated
damages rather than a penalty provision. Lessee hereby waivers trial by jury.

         14. The  omission  by the Lessor at any time to enforce  any default or
right reserved to it, or to require  performance of any of the terms,  covenants
or provisions hereof by the Lessee at any time designated, shall not be a waiver
of any such  default or right to which the Lessee is  entitled,  nor shall it in
any way affect the right of the Lessor to enforce  such  provisions  thereafter.
The Lessor may  exercise  all  remedies  simultaneously,  pursuant  to the terms
hereof,  and any such action  shall not operate to release the Lessee  until the
full amount of the lease payments due and to become due and all other sums to be
paid hereunder have been paid.

         15.  If the  Lessee  does not  exercise  its  option  to  purchase  the
equipment  as  provide  in number  three  above,  the  Lessee  shall  return the
equipment,  freight  prepaid to Lessor,  at the end of the term  hereof,  at the
place from which the  equipment was shipped,  in as good  condition as exists at
the  commencement  of the  term,  reasonable  wear and tear in  respect  thereto
accepted.

                  WITNESS  our hands and seals this  15th day of  November, 2000


AUTO & EQUIPMENT LEASING by FLEX, Inc.             /s/ Lee Whelpley
                                                   -----------------------------
(Lessor)                                           by


HEARTSOFT SOFTWARE, INC.                           BENJAMIN SHELL  (Individual)

(Lessee)                                           (Lessee)



 /s/ Benjamin Shell                                 /s/ Benjamin Shell
-----------------------                             ----------------------------
by                                                  by


                                                                               3
<PAGE>

EQUIPMENT SCHEDULE "A"                                  Date: November 15, 2000
----------------------

This Equipment Schedule "A" is to be attached to and become part of that
Equipment Lease by and between the undersigned lessee and Auto & Equipment
Leasing by Flex, Inc., Tulsa, OK dtd: 11/15/00

--------------------------------------------------------------------------------
Quantity    Model Number                Equipment Description
--------------------------------------------------------------------------------
(2)                            30x60 cubicle w/Binder Bin, Lights & File Drawers
(1)                            48x60 cubicle w/Binder Bin, Lights & File Drawers
                               includes 10'x15' computer lab work area
(1)                            Printer Table
(1)                            30x72 cubicle w/Binder Bin, Lights & File Drawers
(1)                            Privacy Panel for Managre's station
(1)                            30x55 cubicle w/Binder Bin, Lights & File Drawers
(2)                            DK series Pedestal Desk; 24x72 Dark Oak
(2)                            Series 10600 Rt return Desk 24x48 Dark Oak
(1)                            Series 10600 Storage Credenza 36x72 Dark Oak
(2)                            Series 10600 Desk 36x72 Dark Oak
(1)                            American Themes Conference Table
(1)                            American Themes End Table
(2)         M7641ll/A          G4 PowerMac
(1)                            Quark Express
(2)                            Adobe Illustrator 9
(2)         G-P3850            EPIQ PC System
(1)                            128mg memory
(1)          C500              Acer
(2)        5BW250C700          Compaq Presario
(1)         P1565T             HP Brio BA210
(6)          PL7               17" Monitors
(1)                            Windows NT 5 client server
(1)         C6427E             HP Deskjet Printer
(3)                            G4 DIMM 128 Memory
(17)                           G4 DIMM 64 Memory
(1)                            Photoshop 5.5
(1)                            PC-100 128mg DIMM
(2)                            PowerMac G4 400 w/64mg upgrade
(5)           PL7              Monitors
(4)                            USB Floppy Drive External
(2)                            Iomega USB External Drive
(1)                            Adobe Manager Deluxe 4.6
(1)            935C            Deskjet
(1)                            Flat Panel Speakers w/subwoofer
(1)                            250mg SUB Zip Drive
(1)                            30.0gb External Firewire Hard Drive
(17)                           iMac 64mg SO-DIMM SDRAM
(1)                            PC-100 SDRA DIMM 128mg
(1)                            Sony PC
(1)                            Mac G4 Cube

--------------------------------------------------------------------------------

AUTO & EQUIPMENT LEASING by FLEX, INC.
--------------------------------------
(Lessor)

                                                by  /s/ Lee Whelpley
                                                   -----------------------------
HEARTSOFT SOFTWARE,  INC.
-------------------------
(Lessee)
                                                by  /s/ Benjamin Shell
                                                   -----------------------------
BENJAMIN SHELL  (Individual)
----------------------------
(Lessee)
                                                by  /s/ Benjamin Shell
                                                   -----------------------------

                                                                               4
<PAGE>

                          ADDENDUM TO EQUIPMENT LEASE
                          ---------------------------

This Addendum is a part of that certain Equipment Lease (Equipment Lease)
between AUTO & EQUIPMENT LEASING by FLEX, INC. ("Company") and HEARTSOFT
SOFTWARE, INC. and BENJAMIN SHELL (Individual), 3101 N. Hemlock Circle, Broken
Arrow, OK 74012 ("Lessee"), dated November 15, 2000 re:

That equipment which is listed on the Schedule A dated: November 15, 2000 which
correlates directly to the Equipment Lease of the same date.

1. TRANSFERRANCE OF INTEREST. Upon termination of the Equipment Lease (and with
all monthly lease payments having been remitted without default), Company may
transfer its interest in the leased equipment to Lessee for the agreed upon
residual pricing as set forth in the Equipment Lease (para 3). Lessee shall
notify Company of its intentions and method(s) of purchasing the leased
equipment no less than 30 (thirty) days prior to the termination of the
Equipment Lease. The following conditions apply.

     a. Lessee agrees to purchase leased equipment at agreed upon pricing of
$1,000.00 (as set forth in the Equipment Lease) upon termination of the
Equipment Lease or,

     b. Lessee agrees to compensate Company the difference between the
repurchase price stated above (paragraph 1.a) and Fair Market Value at the time
of Equipment Lease termination. Fair Market Value shall be determined by the
higher value of a minimum of three (3) bids from qualified interested parties or
the price at which the leased equipment is sold (if at or above qualified bids).


                        ACCEPTED AND AGREED UPON this 15th day of November, 2000

AUTO & EQUIPMENT LEASING by FLEX, INC.
--------------------------------------
(Company)

                                                by  /s/ Lee Whelpley
                                                   -----------------------------

HEARTSOFT SOFTWARE,  INC.
-------------------------

                                                by  /s/ Benjamin Shell
                                                   -----------------------------
BENJAMIN SHELL  (Individual)
----------------------------

                                                by  /s/ Benjamin Shell
                                                   -----------------------------
<PAGE>



                           ADDENDUM TO LEASE CONTRACT

This Addendum is a part of that certain  Equipment  Lease Contract  between AUTO
AND EQUIPMENT LEASING by FLEX, INC., 7229 S. 85th East Avenue, Suite 100, Tulsa,
OK  74133   ("Lessor")  and  HEARTSOFT   SOFTWARE,   INC.,  and  BENJAMIN  SHELL
(Individual),  3101 N. Hemlock Circle,  Broken Arrow, OK 74012  ("Lessee") dated
November 15, 2000.

In Accordance With the provisions of the above Equipment Lease

IT IS AGREED that the leased  equipment will neither be sold nor sub-let without
written notification and permission of Lessor by Lessee.

IT IS AGREED that Lessee shall provide  Lessor with a "Statement of Location" on
a semi-annual  basis regarding the leased equipment listed on the Schedule A. If
said equipment is located at the Lessee's place of business,  a simple statement
to that effect will suffice. Equipment shall not be transported out ot the State
of Oklahoma  (for  purposes  of doing  business  on a regular  basis)  without a
written request from Lessee.

IT IS  AGREED  that  Lessee  shall  be  responsible  to  provide  all  necessary
maintenance  to leased  equipment  (whether  or not under  factory  or  extended
warranty maintenance contracts).


                     ACCEPTED AND AGREED UPON   this 15th day of  November, 2000


AUTO & EQUIPMENT LEASING by FLEX, INC.
--------------------------------------
(Lessor)

                                                by  /s/ Lee Whelpley
                                                   -----------------------------

HEARTSOFT SOFTWARE,  INC.
-------------------------
(Lessee)
                                                by  /s/ Benjamin Shell
                                                   -----------------------------
BENJAMIN SHELL  (Individual)
----------------------------
(Lessee)
                                                by  /s/ Benjamin Shell
                                                   -----------------------------

                                                                               5
<PAGE>
                                  Flex Leasing
                            7229 S. 85th East Avenue
                                   Suite 100
                                Tulsa, OK 74133


Tel: 918-250-3699                                              Fax: 918-250-3099
-----------------                                              -----------------

               Equipment Lease - Basic Understanding & Agreement
               -------------------------------------------------

Auto & Equipment Leasing by Flex, Inc. is pleased to provide Leasing
Arrangements according to the following information, guidelines, provisions
and/or stipulations:

Client:         Heartsoft Software, Inc.                           Tel: 251-1066

By:             Benjamin Shell

Collateral:     collateral

Term:           36 months                                     Payment: $1,490.00

Provisions and/or Stipulations
------------------------------

Down Payment        Client to provide in amount of $0.00
------------                                       -----


Insurance           Client to provide evidence of insurance specifically
---------           indicating coverage ofcollateral within 14 business days.
                                                            ----------------


Financial Statements                Client to provide as follows:
--------------------                -----------------------------

        Annually                (if amount financed is above $15,000)
        Semi-Annually           (if amount financed is above $30,000)
        Quarterly               (if amount financed is above $50,000)



Other Conditions    Because this is used equipment, client to provide  any and
----------------    all maintenance during the term of the lease.  Flex is not
                    responsible for any mechanical warranties and/or maintenance
                    conditions.

Agreed uopn this date:   November 15, 2000
                         -----------------

                Heartsoft Software by  /s/ Benjamin Shell
                                       ------------------------------
                                       Signature of Lessee

                                                                               6
<PAGE>

                            BILL OF SALE OF EQUIPMENT



KNOW ALL MEN BY THESE PRESENTS: That in consideration of:


                 Thirty Nine Thousand Five Hundred Eight Dollars
                                  ($39,508.00)


the receipt of which is hereby acknowledged Heartsoft Software,Inc. and Benjamin
Shell (Individual), 3101 North Hemlock, Broken Arrow, OK 74012 does grant, sell,
transfer and deliver unto Auto and Equipment Leasing by Flex, Inc. heirs,
executors, administrators and assigns the following described equipment, viz:

(2) 30x60 cubicle w/Binder Bin, Lights & File Drawers
(1) 48x60 cubicle w/Binder Bin, Lights & File Drawers includes 10'x15' computer
      lab work area
(1) 30x72 cubicle w/Binder Bin, Lights & File Drawers
(1) 30x55 cubicle w/Binder Bin, Lights & File Drawers
(1) Printer Table
(1) Manager's station privacy panel
(2) DK series Pedestal Desk; 24x72 Dark Oak
(2) Series 10600 Rt return Desk 24x48 Dark Oak
(1) Series 10600 Storage Credenza 36x72 Dark Oak
(2) Series 10600 Desk 36x72 Dark Oak
(1) American Themes Conference Table
(1) American Themes End Table
(2) G4 PowerMac M7641LL/A
(1) Quark Express
(2) Adobe Illustrator 9
(2) EPIQ PC System G-P3850
(1) 128mg memory
(1) Acer C500
(2) Compaq Presario 5BW250 C700
(1) HP Brio BA210 P1565T
(6) PL7 17" Monitors
(1) Windows NT 5 client server
(1) HP Deskjet Printer C6427E
(3) G4 DIMM 128 Memory
(17) G4 DIMM 64 Memory
(1) Photoshop 5.5
(1) PC-100 128mg DIMM
(2) PowerMac G4 400 w/64mg upgrade
(5) PL7 Monitors
(4) USB Floppy Drive External
(2) Iomega USB External Drive
(1) Adobe Manager Deluxe 4.6
(1) Deskjet 935C
(1) Flat Panel Speakers w/subwoofer
(1) 250mg SUB Zip Drive
(1) 30.0gb External Firewire Hard Drive
(17) iMac 64mg SO-DIMM SDRAM
(1) PC-100 SDRA DIMM 128mg(1) Sony PC
(1) Mac G4 Cube

To have and to hold, all and singular, the said equipment forever. And the said
guarantor hereby covenants with the said grantee that it is the lawful owner of
said equipment; that it is free from all encumbrances, that it has good right to
sell the same as aforesaid, and that it will warrant and defend the same against
the lawful claims and demands of all persons whomsoever.


         IN TESTIMONY WHEREOF: The said grantor has hereunto set its hand this
day 15th day  November, A.D. 2000.


Executed by:

Heartsoft Software, Inc.                        /s/ Benjamin Shell
                                                --------------------------------
                                                by

                                                                               7