EXHIBIT 10.32
                                                                  -------------

                     AUTO & EQUIPMENT LEASING BY FLEX, INC.
                     7229 SOUTH 35TH 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 NORTH
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 time 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 $738.00 shall be paid upon execution of this lease, as
             payment of the first month installment. On the 31st day of AUGUST,
             2000, and on the 31ST day of each and every month during the term
             of this lease, the sum of $738.00 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 $1000.00
             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 Lessees 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 often (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
<PAGE>

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 being responsible for such lease payments, charges, expenses and
attorneys 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 31ST day of JULY, 2000


AUTO & EQUIPMENT LEASING BY FLEX, INC.
(LESSOR)                                           BY  /s/ Lee Wheley


 HEARTSOFT SOFTWARE, INC.                          BENJAMIN SHELL (INDIVIDUAL)
(LESSEE)                                           (LESSEE)


BY /s/ Benjamin P. Shell                           BY /s/ Benjamin P. Shell
<PAGE>

EQUIPMENT  SCHEDULE "A"                        Date:              JULY 31, 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, Oklahoma dated: 7/31/00 -------


--------------------------------------------------------------------------------
QUANTITY    MODEL NUMBER        EQUIPMENT DESCRIPTION            SERIAL NO.
----------- ------------------- -------------------------------- ---------------
----------- ------------------- -------------------------------- ---------------
     2                          Steelcase Avenir cubicles
     10                         Burgundy chairs
     1                          White board 5ft
     2                          Steelcase task chairs
     1                          Retrospect Advanced Driver Kit
     20         SDX2-50C        50/100GB AIT2 8MM Tape Carts
     1            AIT2          Sony 4Cart Autoloader 400GB          9380264
     3             DV           iMac Blueberry Computers
     3      Stylus Color 670    Epson Printers
     1                          Entra Pass Access Control System
----------- ------------------- -------------------------------- ---------------

THIS EQUIPMENT SCHEDULE "A" IS HEREBY VERIFIED AS CORRECT BY THE UNDERSIGNED
LESSEE, WHO ACKNOWLEDGES RECEIPT OF A COPY.

Heartsoft Software, Inc.
(LESSEE)                                       SIGNATURE:  /s/ Benjamin P. Shell


Auto & Equipment Leasing by Flex, Inc.
(LESSOR)                                       SIGNATURE:  /s/ Lee Wheley


Benjamin Shell (Individual)
(LESSEE)                                       SIGNATURE:  /s/ Benjamin P. Shell


<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 NORTH HEMLOCK CIRCLE,
BROKEN ARROW, OK 74012 ("LESSEE") dated JULY 31, 2000 re:


That equipment which is listed on the Schedule A dated: JULY 31,2000 which
correlates directly to the EQUIPMENT LEASE of the same date.


1. TRANSFERENCE 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 $1000.00 (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 l.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 31ST DAY OF JULY, 2000


AUTO & EQUIPMENT LEASING BY FLEX, INC.
(COMPANY)                                              BY /s/ Lee Wheley


HEARTSOFT SOFTWARE, INC.
(LESSEE)                                               BY /s/ Benjamin P. Shell


BENJAMIN SHELL (INDIVIDUAL)
(LESSEE)                                               BY /s/ Benjamin P. Shell

<PAGE>







                            BILL OF SALE OF EQUIPMENT

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


        NINETEEN THOUSAND FIVE HUNDRED AND NO/100'S DOLLARS ($19,500.00)
        ----------------------------------------------------------------


the receipt of which is hereby acknowledged HEARTSOFT SOFTWARE, INC., AND
BENJAMIN SHELL (INDIVIDUAL), 3101 NORTH HEMLOCK CIRCLE, 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) Steelcase Avenir Cubicles
                              (10) Burgundy Chairs
                              (1) White board 5 ft
                            (2) Steelcase task chairs
                       (1) Retrospect Advanced Driver Kit
                   (20) SDX2-50C 50' 100GB AIT2 8MM Tape Carts
                      (1) Sony 4Cart Autoloader AIT2 400GB
                               3 iMac DV Computers
                       (3) Epson Stylus Color 670 Printers
                      (1) Entra Pass Access Control System


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 31ST day of JULY, A.D. 2000.

Executed by:

HEARTSOFT SOFTWARE, INC.
                                                     BY  /s/ Benjamin P. Shell

BENJAMIN SHELL (INDIVIDUAL)
                                                     BY  /s/ Benjamin P. 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 NORTH HEMLOCK CIRCLE, BROKEN ARROW, OK 74012 ("LESSEE")
dated JULY 31, 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 of the State
of Oklahoma (FOR PURPOSE 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 31ST day of JULY, 2000


AUTO & EQUIPMENT LEASING BY FLEX, INC.
(LESSOR)                                        BY  /s/ Lee Wheley


HEARTSOFT SOFTWARE, INC.
(LESSEE)                                        BY /s/ Benjamin P. Shell


BENJAMIN SHELL (INDIVIDUAL)
(LESSEE)                                        BY  /s/ Benjamin P. Shell


<PAGE>

                                  FLEX LEASING
                              7229 S. 85th East Ave
                                    SUITE 100
                              Tulsa, Oklahoma 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:   Backup Systems Components, Furniture & Computers

      Term:   36 Months            Payment: $738.00


PROVISIONS AND/OR STIPULATIONS

DOWN PAYMENT              Client to provide in amount of  $0.00

INSURANCE                 Client to provide evidence of commercial insurance
                          specifically indicating coverage of collateral
                          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
                              CONDITION.

AGREED UPON THIS DATE:        JULY 31, 2000


HEARTSOFT SOFTWARE, INC.
                                         /s/ Benjamin P. Shell

BENJAMIN SHELL (INDIVIDUAL)
                                         /s/ Benjamin P. Shell


<PAGE>


BENJAMIN SHELL (INDIVIDUAL)