EXHIBIT 10.61


                              CONSULTING AGREEMENT


         THIS AGREEMENT is dated the 1st day of June, 2001, between INTERCAP
FUNDING LTD., 649 Arlington Avenue, Westfield, New Jersey 07090 (the
"Consultant"); and HEARTSOFT, INC., 3101 North Hemlock Circle, Broken Arrow,
Oklahoma 74012 (the "Company").

         WHEREAS, pursuant to that certain Non Circumvention and Consulting
Agreement by and between the Company and Consultant dated February 1, 1999
(the "Non Circumvention and Consulting Agreement"), the Company retained the
Consultant to provide certain consulting services on a best efforts basis;

         WHEREAS, the Company wishes to continue to retain the Consultant to
provide certain consulting services on a best efforts basis and both parties
desire to replace the Non Circumvention and Consulting Agreement with this
Agreement; and

         WHEREAS, the Company wishes to retain the Consultant to provide the
services as hereinafter more specifically described and the Consultant has
agreed to be so retained to provide such services on a best efforts basis
during the term of this Agreement.

         NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter expressed, the parties agree as follows:

         Section 1. TERM OF AGREEMENT. This Agreement shall begin on June 1,
2001, and remain in effect for one hundred and eighty (180) days and shall be
considered renewed on the first day of each month thereafter by mutual consent
for nine (9) months, unless terminated in writing by either party thirty (30)
days prior to the next renewal date.

         Section 2. CANCELLATION OF NON CIRCUMVENTION AND CONSULTING
AGREEMENT. This Agreement replaces the Non Circumvention and Consulting
Agreement. The Non Circumvention and Consulting Agreement is hereby cancelled
by mutual consent of both parties and, as of the date hereof, will no longer
be of any force or effect.

         Section 3. SURRENDER OF RIGHTS TO WARRANTS. As partial consideration
for entering into this Agreement, the Consultant agrees to surrender any and
all rights the Consultant has or might have to any warrants to purchase shares
of common stock of the Company to which the Consultant is or might be entitled
pursuant to the Non Circumvention and Consulting Agreement.

         Section 4. COMPANY OBLIGATIONS. The Company shall provide the
Consultant with all applicable Company documentation reasonably necessary for
the Consultant to carry out his obligation as further described in Section 5
of this Agreement. The Company is obligated to pay the agreed upon
remuneration as referred to in Section 6 below, and to take all steps



necessary to assure that the Consultant and the Company comply with all
applicable country, federal and/or state laws. The Company will not withhold
any monies for any country, federal, state or local taxing authorities from
fees/commissions earned by the Consultant pursuant to this Agreement. When
applicable, the Company shall prepare and file a Form 1099 with the Internal
Revenue Service (IRS), reporting compensation paid to the Consultant.

         Section 5. CONSULTANT OBLIGATIONS. The Company hereby retains the
Consultant to provide the following services on a best efforts basis:

         (A)      Provide liaison with the investment and banking community;

         (B)      Assist in the targeting of potential investors, mergers,
acquisitions and marketing;

         (C)      Assist with negotiations and structuring potential business
opportunities and acquisitions;

         (D)      Assist in promotion and advertisement;

         (E)      Act as liaison to negotiations when called upon; and

         (F)      Introduce certain persons and organizations ("Introduced
Parties") with the hope and intent that the introduced parties may invest in,
enter into a licensing agreement with or otherwise finance the development of
the Company or any of its affiliates (as defined below - an "Investment").

         (G)      Assist Company in achieving all Company objectives and
financial goals.

         Section 6. REMUNERATION. In the event that during the term of this
Agreement, the Company or any of its affiliates receives an Investment from
any of the Introduced Parties, the Company shall pay to the Consultant,
immediately upon the closing of such Investment, without deduction for any
amounts which may be owed to other parties in connection with such
Investments, a finder's fee in cash equal to 66 percent of all amounts of
any cash or the fair market value of any other consideration received by the
Company, or any of its affiliates, from any of the Introduced Parties during
the term of the Agreement.

         Section 7. AFFILIATE. For the purpose of this Agreement, the term
Affiliate shall mean, with respect to any entity, any other entity that
controls, is controlled by, or is under common control with such entity, where
the term "control" means direct or indirect possession of at least twenty
percent (20%) of the voting securities or comparable equity interest by or in
such entity. Affiliate shall also include any joint venture, partnership or
other similar entity, not included in the foregoing, to which or any of its
affiliates, is a party and which receives an Investment from any of the
Introduced Parties.


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         Section 8. CONFIDENTIALITY OF PROPRIETARY INFORMATION. The Consultant
agrees, during or after the term of this Agreement, not to reveal confidential
information or trade secrets to any person, firm, corporation or entity.

         Section 9. REIMBURSEMENT OF EXPENSES. The Consultant may incur
reasonable expenses in furthering the Company's business, including expenses
for entertainment, travel and similar items. The Company shall reimburse the
Consultant for all business expenses that have been approved after the
Consultant presents an itemized account of expenditures and supporting
original receipts.

         Section 10. DEATH BENEFIT. Should the Consultant die during the terms
of this Agreement, the Company shall pay to the Consultant's estate any
fees/commissions due and all commissions earned on existing business
introduced to the Company by the Consultant prior to death in accordance with
this Agreement.

         Section 11. ASSISTANCE IN LITIGATION. The Consultant shall upon
reasonable notice furnish such information and proper assistance to the
Company as it may reasonably require in connection with any litigation in
which it is, or may become, a party either during or after being engaged with
the Company.

         Section 12. CONTROLLING LAW. This Agreement shall be controlled,
construed and enforced in accordance with the laws of the state of New Jersey.

         Section 13. EFFECT OF PRIOR AGREEMENTS. This Agreement supercedes any
prior agreement between the Company or any predecessor of the Company and the
Consultant, except that this Agreement shall not affect or operate to reduce
any benefit or compensation inuring to the Consultant of a kind elsewhere
provided and not expressly provided in this Agreement.

         Section 14. SETTLEMENT BY ARBITRATION. Any claim or controversy that
arises out of or relates to this Agreement, or the breach of it, shall be
settled by arbitration in accordance with the rules of the American
Arbitration Association. Judgment upon the award rendered may be entered in
any court with jurisdiction.

         Section 15. SEVERABILITY. If any term, covenant, condition or
provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

         Section 16. CAPTIONS. Captions of this Agreement are for convenience
and reference only, and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning
of the provisions of this Agreement.

         Section 17. ASSUMPTION OF AGREEMENT BY SUCCESSORS AND ASSIGNEES. This
Agreement shall not be assigned by either party without the written consent of
the other party, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, the


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Company and the Consultant rights and obligations under this Agreement will
inure to the benefit and be binding upon their successors and assignees.

         Section 18. ORAL MODIFICATIONS NOT BINDING. This instrument is the
entire agreement of the Company and the Consultant. Oral changes shall have no
effect. It may be altered only by a written agreement signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.

         Section 19. TIME IS OF AN ESSENCE. Time is of the essence of this
Agreement and each covenant and term a condition herein.

         Section 20. INTEGRATION. This Agreement and any attached exhibits
contain the entire agreement between parties. Any amendments to this Agreement
shall be made in writing and executed by both parties.

         IN WITNESS WEHREOF, the Company has caused this Agreement to be
executed in its corporate name by one of its corporate officers, and the
Consultant has set its hand to this Agreement as of the day and year written
below.

         IN WITNESS WHEREOF the parties have hereunto executed this Agreement
as of the day and year above written.

ACCEPTED ON BEHALF OF:  INTERCAP FUNDING LTD.

Per: /s/ Hugh P. Duddy                          DATE 06/01/01
     ----------------------------------              --------
         Hugh P. Duddy



ACCEPTED ON BEHALF OF:  HEARTSOFT, INC.

Per: /s/ Benjamin Shell                         DATE 06/01/01
     ----------------------------------              --------
         Benjamin Shell, Chairman, CEO


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