Exhibit 10.11

                               INDEMNITY AGREEMENT


FOR GOOD AND VALUABLE CONSIDERATION,  including but not limited to the agreement
of Margie Hackett ("Indemnitee") to provide his/her personal guarantee to assist
in financing for the undersigned company,  the undersigned,  Innovative Software
Technologies,  Inc.  ("Company" or "Indemnitor"),  by and under the authority of
its Board of  Directors,  hereby  covenants  and  agrees to  indemnify  and hold
Indemnitee  harmless  from and against any and all claim,  demand,  loss,  cost,
action or liability,  including  attorneys  fees and costs incurred in defending
against any such claim,  demand or action,  arising from,  relating to or in any
way resulting from  obligations  undertaken by Indemnitee as personal  guarantor
for  Indemnitor  and in her role as  corporate  officer  and/or  employee of the
company.

In addition the company will place  1,000,000  shares of its common stock in the
escrow  account of Attorney  Keith Collins to further  indemnify the  guarantor.
This  stock  will be fully  issued  and  outstanding  in the hands of the escrow
agent.  Upon the failure of the  company to satisfy in full its  indemnification
obligation,  the escrow  agent will sell the amount of stock needed to cover the
obligations.

By signing below, the undersigned,  as an officer of Indemnitor,  represents and
warrants that this Indemnity  Agreement has been  authorized and approved by the
Board of Directors of Indemnitor,  by resolution duly and properly adopted,  and
that the  undersigned  has authority to execute this instrument on behalf of the
Company.

DATED this 17 day of August, 2001.



                                    /s/ D. Shane Hackett
                                    By Douglas Shane Hackett
                                    It's President

Attest: /s/ Shawn Thomas
        Secretary - Shawn Thomas



Accepted: /s/ Margie Hackett
          Margie Hackett