An Address to Heartsoft, Inc. Shareholders From Benjamin P. Shell, Chairman & Chief Executive Officer.

TULSA, Okla.--(BUSINESS WIRE)--Jan. 22, 1999--"Over the past week we have witnessed the results of the culmination of several years work in the development of educational software products by Heartsoft.

"From the release of our original 40 educational software titles ten years ago, through the conversion of those titles into hundreds of computer platforms and configurations, to the recent release of our award winning critical thinking skills software, Thinkology(R), we have successfully maintained our founding mission to provide educators and parents with the most engaging and user-friendly software available anywhere. In fact, today, Heartsoft is known nation-wide by educators as the price vs. performance leader -- and soon, with your help, parents and home schoolers too, will know the tremendous value of learning with Heartsoft. (Don't miss the limited Shareholder CD-ROM offer below.)

"In our efforts to substantially increase national and international sales of Heartsoft's widely accepted educational software products, several key events have occurred during the last few weeks: -0-

"On January 14, 1999 we announced the release of new versions of our
educational software titles for Microsoft Windows 98(R) (Nasdaq:MSFT)
and Apple iMac(R) (Nasdaq:AAPL), which greatly increases the
opportunity for as many children as possible to experience the
benefits of using our interactive educational software.

"On January 15, 1999, we announced that Memphis, Tenn. Public Schools
had integrated our new critical thinking skills software, Thinkology,
into the District's Special Education Program which serves all of
Memphis' 112,000 student. This will be the first of many school
district adoptions we anticipate announcing during 1999.

"On January 20, 1999, we announced our first international
distribution agreement with Wooldridges Inc. of Osborne Park,
Australia for distribution of the company's newest software lines to
all of Australia's 2,000 schools. Again, the first of many
international agreements we plan to complete this year.

"On January 21, 1999 we announced the beginning of negotiations with
several large publishers in the U.S. regarding distribution of the
company's current product lines as well as discussions concerning
development contracts in which Heartsoft will utilize its proprietary
development capabilities to publish educational products for other
publishers in areas which do not compete with Heartsoft.

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"As you can see from the progress, we are aggressively working towards the company's goal of providing the most meaningful and productive educational software to our children in both the home and school.

"Our mission statement for 1999 is "Every child is exceptional, given every chance" -- and in an genuine effort to bring affordable educational software to as many homes and schools as possible, we are pleased to announce...

"A Special Offer to our Shareholders:

"To any shareholder or investor who would like to further a child's education, we have compiled a special CD-ROM containing 12 of Heartsoft's top-selling educational titles for only $19.95. The CD-ROM, available for both Windows 95/98 and Macintosh, holds an array of classroom-style titles for students in Kindergarten thru the 4th grade. These 12 products, configured with full classroom support materials, sells daily to the education market for over $400 -- but this special offer is designed to allow our shareholders and supporters access to the company's products.

"Purchase the CD for your children, grandchildren, or even to donate to a school or ministry. It's possibly the best way for you to see why Heartsoft is becoming a standard in educational software publishing.

"I've enjoyed this opportunity to bring you up-to-date on our substantial progress over the last few weeks, and hope that you will continue to hold the company's passion for teaching our children with technology in highest regards. If you have any questions about Heartsoft's goals or progress for 1999, please call my office. Until then, I am,"

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Cordially yours,

Benjamin P. Shell
Chairman & Chief Executive Officer

Phone: [phone]
Fax: [phone]