EXHIBIT 10.34
                                                                   -------------

                              AMENDED AND RESTATED
                              ENGAGEMENT AGREEMENT

This Amended and Restated Employment Agreement effective September 7, 1999 shall
fully declare the mutual  understanding and employment terms between  Heartsoft,
Inc. (the "Company") and Juanita L. Seng ("Seng") and amends in its entirety the
Engagement  Agreement  dated  September  7, 1999 between the Company and Seng as
follows:

1.       Position and Commitment  Date. Seng shall be employed as Vice President
         of  marketing  and  Sales of the  Company,  and such  employment  shall
         commence on or about October 1, 1999.

2.       Salary.  Seng 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 Seng a signing  bonus of $5,000
         upon execution of the Engagement Agreement.

4.       Initial  Grant of Stock.  The Company shall grant Seng 50,000 shares of
         common  stock of the  Company  upon  the  execution  of the  Engagement
         Agreement.

5.       Bonus Tied to  Revenue.  Seng shall be paid a quarterly  bonus  payment
         based on the level of revenue  generated by the division of the Company
         for  which  she  is  responsible.   From  the  commencement  of  Seng's
         employment  until  the first  anniversary  of  Seng's  employment,  the
         quarterly bonus payment shall be equal to 1% of the division's revenues
         for that  quarter.  After the first  anniversary  and until the  second
         anniversary,  the  quarterly  bonus  payment  shall  equal  1.5% of the
         division's revenues for that quarter.  After the second anniversary and
         until the third anniversary, the quarterly bonus payment shall equal 2%
         of  the  division's  revenues  for  that  quarter.  Thereafter,  Seng's
         quarterly bonus payment shall equal 2.5% of the division's revenues for
         that quarter.

6.       Insurance Benefits.  The Company shall provide reasonable medical, life
         and  dental  insurance  to Seng at no cost to Seng.  The  Company  will
         reimburse  Seng  her  COBRA  payment  until  she  qualifies  under  the
         Company's plans.

7.       Reimbursement.   The  Company  shall  reimburse  Seng  for  normal  and
         customary  home office,  travel and  business  expenses as required for
         execution  of the  duties of the  position  and which  are  subject  to
         reasonable  verification.  The Company  shall also pay for or reimburse
         Seng for travel,  including  round trip airfare and rental car, to the
         Tampa,  Florida area two weekends each month during the period in which
         Seng will be working in the Tulsa area full time.

8.       Apartment.  The Company shall provide a furnished  apartment to Seng in
         the Tulsa, Oklahoma area for a period of up to six (6) months following
         the  commencement  of Seng's  employment,  which will be used while the
         position requires Seng's full-time presence at the Company's offices in
         Broken Arrow, Oklahoma.
<PAGE>

9.       Vacation.  The Company shall provide four (4) weeks of paid vacation to
         Seng per year.

10.      Computer  Equipment.  The  Company  shall  provide  Seng with  computer
         equipment as required by her home office and commuting needs.

11.      Termination For Cause. In the event that the Company  terminates Seng's
         employment with cause, the Company will pay Seng her salary through the
         date of  termination  and the Company shall have no further  obligation
         hereunder.

12.      Termination  Without Cause. In the event the Company  terminates Seng's
         employment without cause, the Company shall pay to Seng an amount equal
         to one  year's  annual  salary  and the  Company  shall have no further
         obligation hereunder.

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


                                     HEARTSOFT, INC.


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

Approved and accepted:


/s/ Juanita Seng
--------------------------
Juanita Seng








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