EXHIBIT 10.47
                                                                   -------------

                           CONVERTIBLE PROMISSORY NOTE
$250,000                                                        January 24, 2001

         FOR VALUE RECEIVED, the undersigned, HEARTSOFT, INC., a Delaware
corporation ("Heartsoft"), promises to pay to THE GLENN A. CHALKER REVOCABLE
TRUST DATED JUNE 15, 1993 ("Holder"), on the earlier of August 5, 2001, or five
(5) business days after Heartsoft shall have received total financing (debt
and/or equity) subsequent to the date of this Note in an amount equal to or in
excess of $1,500,000, at such place as may be designed in writing by Holder, the
principal sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000), or if
less, the aggregate outstanding unpaid principal amount, together with interest
thereon from the date hereof until maturity at a per annum rate equal to 6.15%.

         Holder agrees to advance to the undersigned the principal sum of this
Note as follows: $75,000 on January 24, 2001 and $175,000 on February 5, 2001.

         Subject to and upon compliance with the provisions hereof, the Holder
of this Note may at his option convert the unpaid principal amount of this Note,
or any portion thereof, into such number of full paid and non-assessable shares
of Common Stock (hereinafter defined) as are issuable pursuant to the Conversion
Rate set forth below. Except as provided in (a) below, no adjustment shall be
made for interest accrued on the principal of this Note or any portion thereof
that shall be converted or for dividends on any shares of Common Stock that
shall be issuable upon conversion, but all interest accrued but unpaid on any
principal of this Note up to the date of conversion shall be paid to the
converting holder.

         The basic Conversion Rate shall be one (1) share of Common stock for
each $0.666666 in principal amount of Note surrendered for conversion. The
Conversion Rate shall be subject to adjustment from time to time as follows:

                  (a) In case Heartsoft shall (i) pay a dividend in shares of
         its Common Stock, (ii) subdivide its outstanding shares of Common Stock
         into a greater number of shares, (iii) combine its outstanding shares
         of Common Stock into a smaller number of shares, or (iv) issue by
         reclassification of its shares of Common Stock any shares of its
         capital stock, the Conversion Rate in effect immediately prior thereto
         shall be adjusted so that the holder of the Note shall be entitled to
         receive upon conversion the number of shares that it would have been
         entitled to receive after the happening of such event had the Note been
         converted immediately prior to such event.

                  (b) In case of any consolidation of Heartsoft with or merger
         into another corporation, or in the case of any sale, conveyance,
         exchange or transfer (for cash, shares of stock, securities or other
         consideration) of all or substantially all of the property or assets of
         Heartsoft to another corporation, or in case of any reorganization of
         Heartsoft, the Holder of this Note shall have the right thereafter to
         convert this Note into the kind and amount of shares of stock and other
         securities and properties which would have been
<PAGE>

         deliverable to such holder upon such consolidation, merger, sale,
         conveyance, exchange, transfer or reorganization if such holder had
         converted this Note into Common Stock immediately prior to such event.

                  (c) Except with respect to any of the events referred to in
         paragraphs (a) and (b) above (which are herein called "Extraordinary
         Common Stock Events"), in the event during the period from and after
         the date hereof until August 5, 2001 Heartsoft shall issue Additional
         Shares of Common Stock (as defined below), (including Additional Shares
         of Common Stock deemed to be issued pursuant to paragraph (d) below),
         for a consideration per share less than the Conversion Rate (initially
         $0.666666 per share) in effect on the date of and immediately prior to
         such issue, then and in each such event, the Conversion Rate shall be
         reduced, concurrently with such issue of shares, to the consideration
         per share actually received by Heartsoft for such Additional Shares of
         Common Stock.

                  For purposes of this paragraph (c), the consideration received
         by Heartsoft for the issue (or deemed issue) of any Additional Shares
         of Common Stock shall be computed as follows:

                  (i)      Insofar as it consists of cash, such consideration
                           shall consist of the aggregate amount of cash
                           received by Heartsoft excluding amounts paid or
                           payable for accrued interest or accrued dividends.
                           Insofar as it consists of property other than cash,
                           such consideration shall be computed at the fair
                           value thereof at the time of such issue, as
                           determined in good faith by the Board of Directors of
                           Heartsoft. In the event Additional Shares of Common
                           Stock are issued together with other securities or
                           other assets of Heartsoft for consideration which
                           covers both, such consideration shall be the
                           proportion of such consideration so received,
                           computed as determined in good faith by the Board of
                           Directors of Heartsoft.

                  (ii)     The consideration per share received by Heartsoft for
                           Additional Shares of Common Stock deemed to have been
                           issued pursuant to paragraph (d) below shall be
                           determined by dividing the total amount, if any,
                           received or receivable by Heartsoft as consideration
                           for the issue of such Options or Convertible
                           Securities, plus the minimum aggregate amount of
                           additional consideration payable to Heartsoft upon
                           the exercise of such Options or the conversion or
                           exchange of such Convertible Securities, or in the
                           case of Options for Convertible Securities, the
                           exercise of such Options for Convertible Securities
                           and the conversion or exchange of such Convertible
                           Securities, by the maximum number of shares of Common
                           Stock issuable upon the exercise of such Options or
                           the conversion or exchange of such Convertible
                           Securities.

                  (d) In the event Heartsoft at any time or from time to time
         after the date hereof until August 5, 2001 shall issue any Options or
         Convertible Securities or shall fix a record date for the determination
         of holders of any class of securities entitled to receive any such
         Options or Convertible Securities, then the following shall apply:

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<PAGE>

                  (i)      The maximum number of shares of Common Stock issuable
                           upon the exercise of such Options or, in the case of
                           Convertible Securities and Options therefore, the
                           conversion or exchange of such Convertible
                           Securities, shall be deemed to be Additional Shares
                           of Common Stock issued as of the time of such issue
                           or, in case such a record date shall have been fixed,
                           as of the close of business on such record date;
                           provided, that if such Options or Convertible
                           Securities by their terms provide, with the passage
                           of time or otherwise, for any change in the minimum
                           amount of consideration payable to Heartsoft, or any
                           change in the maximum number of shares of Common
                           Stock issuable upon the exercise, conversion, or
                           exchange thereof other than changes which may occur
                           as a result of anti-dilution provisions (for each of
                           which the Conversion Rate shall be readjusted based
                           on these adjustment provisions when each such change
                           is effective), the consideration per share for shares
                           of Common Stock issuable pursuant to such Options or
                           Convertible Securities shall be the minimum
                           consideration per share that could at any time
                           result, taking into consideration all subsequent
                           changes in the minimum amount of consideration
                           payable to Heartsoft and/or in the maximum number of
                           shares of Common Stock issuable upon the exercise,
                           conversion, or exchange; and provided further, that
                           Additional Shares of Common Stock shall not be deemed
                           to have been issued unless the consideration per
                           share of such Additional Shares of Common Stock would
                           be less than the Conversion Rate in effect on the
                           date of and immediately prior to such issue or such
                           record date.

                  (ii)     No further adjustment in the Conversion Rate shall be
                           made upon the subsequent issue of Convertible
                           Securities or of shares of Common Stock upon the
                           exercise of such Options or conversion or exchange of
                           such Convertible Securities.

                  (iii)    Upon the expiration, termination or cancellation (in
                           each case without the payment of value by Heartsoft)
                           of any such Options or any rights of conversion or
                           exchange of such Convertible Securities which shall
                           not have been exercised, the Conversion Rate computed
                           upon the original issue thereof (or upon the
                           occurrence of a record date with respect thereto),
                           and any subsequent adjustments based thereon, shall,
                           upon such expiration, be recomputed (provided that
                           recomputation shall not affect any shares of Common
                           Stock issued upon the exercise of the Note prior to
                           such exercise or expiration) as if:

                                    (A) in the case of Convertible Securities or
                           Options for Common Stock, the only Additional Shares
                           of Common Stock issued were shares of Common Stock,
                           if any, actually issued upon the exercise of such
                           Options or the conversion or exchange of such
                           Convertible Securities and the consideration received
                           therefor was the consideration actually received by
                           Heartsoft for the issue of all such Options that were
                           exercised plus the

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<PAGE>

                           consideration actually received by Heartsoft upon
                           such exercise, or for the issue of all such
                           Convertible Securities which were actually converted
                           or exchanged, plus the additional consideration, if
                           any, actually received by Heartsoft upon such
                           conversion or exchange; and

                                    (B) in the case of Options for Convertible
                           Securities, only the Convertible Securities, if any,
                           actually issued upon the exercise thereof were issued
                           at the time of issue of such Options, and the
                           consideration received by Heartsoft for the
                           Additional Shares of Common Stock deemed to have been
                           then issued was the consideration actually received
                           by Heartsoft for the issue of all such Options that
                           were exercised, plus the consideration deemed to have
                           been received by Heartsoft upon the issue of the
                           Convertible Securities with respect to which such
                           Options were actually exercised.

                  (iv)     If Additional Shares of Common Stock were issued
                           between the original adjustment date and the
                           readjustment date (other than shares of Common Stock
                           issued upon exercise of the Options or conversion of
                           the Convertible Securities that are the subject of
                           the readjustment), the Conversion Rate on the
                           readjustment date shall be recomputed by treating the
                           readjusted Conversion Rate as the Conversion Rate in
                           effect on the original adjustment date and adjusting
                           such Conversion Rate for all issuances of Additional
                           Shares of Common Stock (other than shares of Common
                           Stock issued upon exercise of the Options or
                           conversion of the Convertible Securities that are the
                           subject of the readjustment) occurring between the
                           original adjustment date and the readjustment date.

                  (e) As used herein, the terms set forth below shall have the
         following meanings:

                  "Additional Shares of Common Stock" shall mean all shares of
         Common Stock issued (or deemed to be issued) by Heartsoft other than
         shares of Common Stock issued in connection with an Extraordinary
         Common Stock Event and other than shares of Common Stock issued or
         issuable at any time upon conversion of any indebtedness under this
         Note or pursuant to presently outstanding (i) options, warrants to
         purchase shares of Common Stock or (ii) Convertible Securities
         convertible into shares of Common Stock.

                  "Convertible Securities" shall mean any securities of
         Heartsoft convertible into or exchangeable for (through one or more
         conversions or exchanges) shares of Common Stock except pursuant to
         presently existing agreements. Convertible Securities shall include any
         evidences of indebtedness, any capital stock of Heartsoft or other
         securities convertible into or exchangeable for shares of Common Stock.

                  "Options" shall mean rights, options or warrants to subscribe
         for, purchase or otherwise acquire either shares of Common Stock or
         Convertible Securities except for options currently held by or granted
         hereafter to employees of Heartsoft.

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<PAGE>

                  (f) No adjustment in the Conversion Rate shall be required
         unless such adjustment would require an increase or decrease of at
         least one percent (1%) in the Conversion Rate; provided, however, that
         any adjustments which by reason of this subparagraph (f) are not
         required to be, and are not made, shall be carried forward and take
         into account in any subsequent adjustment. All calculations under this
         subparagraph (f) shall be made to the nearest cent or to the nearest
         one-hundredth of a share, as the case may be.

                  (g) Whenever the Conversion Rate shall be adjusted as provided
         herein, Heartsoft shall cause a notice stating the adjustment and the
         new Conversion Rate to be mailed to the registered holder hereof within
         thirty (30) days after the end of the calendar quarter in which such
         adjustment occurs.

         The surrender of this Note for conversion shall be made by the
registered holder thereof to Heartsoft at its office in Broken Arrow, Oklahoma,
and such holder shall give written notice to Heartsoft at said office that he
elects to convert this Note in accordance with the provisions hereof. Such
notice shall also state the name or names in which the certificate or
certificates for Common Stock shall be issued. As soon as practicable after the
receipt of such notice and this Note, Heartsoft shall issue and shall deliver at
such office to the holder hereof a certificate or certificates for the number of
full shares of Common Stock issuable upon the conversion of this Note, together
with a substitute Note representing that principal portion of this Note, if any,
which is not to be converted. Such conversion shall be deemed to have been
effected on the date on which Heartsoft shall have received such notice and such
surrender, and the person or persons in whose name or names any certificate or
certificates for Common Stock shall be issuable upon such conversion shall be
deemed to become on such date the holder or holders of record of the shares
represented thereby.

         Every notice of election to convert this Note, or any principal portion
thereof, shall constitute a contract between the Holder of this Note and
Heartsoft, whereby such holder shall be deemed to subscribe for the amount of
Common Stock which it will be entitled to receive upon such conversion and, in
payment in satisfaction of such subscription, the surrender of this Note, or a
principal portion thereof, and to release Heartsoft from all obligation
thereupon (except any accrued and unpaid interest) whereby Heartsoft shall be
deemed to agree that the surrender of this Note, or principal portion thereof,
and the extinguishment of its obligation thereon shall constitute full payment
for the Common Stock so subscribed for and to be issued upon such conversion.

         No fractional shares or scrip representing fractional shares shall be
issued upon the conversion of this Note or any portion thereof. If the
conversion of this Note or any portion thereof results in a fraction, the amount
equal to such fraction shall continue to represent indebtedness of Heartsoft to
the holder thereof.

         Heartsoft shall at all times reserve and keep available out of its
authorized Common Stock the full number of shares of Common Stock deliverable
upon conversion of the entire outstanding principal amount of this Note and
shall take all such corporate action as may be

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<PAGE>

required from time to time in order that it may validly and legally issue fully
paid and non-assessable shares of Common Stock upon conversion of this Note.

         For purposes of this Note, the term "Common Stock" shall mean
authorized but unissued shares of Heartsoft's common stock, par value $.0005 per
share. In case by reason of the operation of subparagraph (b) above, this Note
shall be convertible into any other shares of stock or other securities or
property of Heartsoft, or of any other corporation, any reference herein to the
conversion of this Note shall be deemed to refer to and include conversion of
this Note into such other shares of stock or other securities or property.

         While any default exists hereunder, the entire unpaid balance of
principal and accrued interest shall, from the date of such default, thereafter
bear interest at 15% per annum until paid.

         Upon default in any of the terms or conditions of this Note, the Letter
Agreement or of the Security Agreement of even date, at the option of the
Holder, the entire indebtedness hereby evidenced shall become due, payable and
collectible then or thereafter as the Holder may elect, regardless of the date
of maturity hereof.

         The undersigned agrees that if, and as often as, this Note is placed in
the hands of an attorney for collection or to defend or enforce any of the
Holder's rights hereunder, the undersigned will pay to the Holder its reasonable
attorney fees, together with all court costs and reasonable expenses paid by
Holder.

         This Note is to be construed according to the laws of the State of
Oklahoma.

         The makers, endorsers, sureties, guarantors and all other persons who
may become liable for all or any part of this obligation severally waive
presentment for payment, protest and notice of nonpayment. Said parties consent
to any extension of time (whether one or more) of payment hereof, release of all
or any part of the security for payment hereof, or release of any party liable
for payment of this obligation. Any such extension or release may be made
without notice to any such party and without discharging said party's liability
hereunder.

         The undersigned may prepay this Note in whole or in part at any time
from time to time without premium or penalty but with interest to the date of
payment on the amount prepaid. Heartsoft shall give holder at least five (5)
business days advance written notice of any proposed prepayment.

         This Note is secured by a security interest in certain collateral
pursuant to a Security Agreement of even date. This Note, the Security
Agreement, that certain Letter Agreement of even date between the undersigned
and Holder shall govern the rights of the parties hereto and thereto.

         This Note is registered and may be transferred only by transfer
recorded on the books of Heartsoft. Heartsoft shall cooperate with the Holder in
effecting any transfer which does not violate the securities laws as set forth
below.

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<PAGE>

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF* 1933 OR
ANY APPLICABLE SECURITIES LAWS. IT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION. THE HOLDER, BY
ACCEPTANCE HEREOF, AGREES TO PROVIDE HEARTSOFT WITH SUCH DOCUMENTS AND
ASSURANCES AS HEARTSOFT MAY REQUEST WITH RESPECT TO COMPLIANCE WITH THE
FOREGOING RESTRICTIONS PRIOR TO REGISTRATION OF ANY PURPORTED TRANSFER OR
ASSIGNMENT OF THIS NOTE.

         Executed on this 24 day of January, 2001.

                                   "HEARTSOFT"


                                    HEARTSOFT, INC.



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

ACCEPTED AND AGREED

"HOLDER"

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


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










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