EXHIBIT 10.36
                                                                   -------------
                              AMENDED AND RESTATED
                              ENGAGEMENT AGREEMENT

This Amended and Restated Employment  Agreement shall fully outline the proposal
from Heartsoft,  Inc. (the "Company")  regarding the promotion and employment of
Dana Swift ("Swift") to the position of the Chief Technology Officer, and amends
in its  entirety  the  Engagement  Agreement  dated  October 6, 2000 between the
Company and Swift as follows:

1.       Position and Commitment  Date.  Dana Swift  ("Swift") shall be promoted
         and employed as the Chief  Technology  Officer of Heartsoft,  Inc. (the
         "Company"),  and such  employment  shall commence  retroactively  as of
         September 1, 2000.

2.       Salary.  Swift will be paid a base salary of $100,000  per year,  to be
         paid bi-weekly by the Company.

3.       Signing  Bonus.  The Company  shall pay Swift a signing bonus of $5,000
         upon execution of this Engagement Agreement.

4.       Benefits.  The Company  shall  continue to provide to Swift  reasonable
         medical,  life and  dental  insurance  similar  to  coverage  currently
         provided to Swift and other  executive  level  managers of the Company.
         These benefits shall be provided at no cost to Swift.

5.       Vacation.  The Company  shall  provide Swift with a minimum of four (4)
         weeks of paid vacation per year.  Such vacation time will be a) subject
         to approval by Swift's  immediately  supervisor and shall be granted at
         his request  provided  the Company  is given at least one week  notice,
         and b) does not create any undue  hardship to the  Company  relative to
         Swift's normal responsibilities or project dead-lines.

6.       Computer Equipment. The Company shall provide Swift with reasonable and
         current computer equipment and high-speed  Internet service as required
         for his home office and commuting needs.

7.       Car  Allowance.  The  Company  shall  provide  Swift with a monthly car
         allowance  of $400 per month  during the term of his  employment  under
         this Agreement.

8.       Supervisor.  Swift  shall  report  directly to the  President  or Chief
         Executive  Officer of the Company,  and will work laterally with the VP
         of Sales and  Marketing  and Chief  Financial/Operating  Officer or any
         other corporate  officers who may be hired at the executive  management
         level in the future.

9.       Termination  For Cause.  In the event that the Company shall  terminate
         Swift's  employment  with  cause,  (minimally  defined  as  substantial
         insubordination,   repetitive  abuse  of  published  Company  policies,
         excessive  absenteeism,  failure to  perform  reasonably  assigned  job
         tasks,  or conviction  of a felony of any kind),  the Company shall pay
         Swift through the date of his termination and the Company shall have no
         further obligation hereunder.
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10.      Termination  Without  Cause.  In the event that the Company  terminates
         Swift's  employment  without  cause,  the Company shall pay to Swift an
         amount equal to six (6) month's salary, paid biweekly,  and the Company
         shall have no further obligation hereunder.

11.      Other Benefits. The Company shall provide other benefits including, but
         not limited to, holidays and sick leave, which are customarily provided
         to other employees of the Company at the executive management level.


                                         HEARTSOFT, INC.


                                         By:      /s/ Benjamin Shell
                                         ---------------------------------------
                                         Benjamin Shell, Chief Executive Officer

Approved and accepted:


/s/ Dana Swift
--------------------------
Dana Swift
















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