Exhibit 10.8

                   INDEMNITY AGREEMENT/HOLD HARMLESS AGREEMENT


The undersigned does hereby irrevocably covenant, promise and agree to indemnify
the corporate officers and directors:  Scott Mehaffey,  Shawn M. Thomas,  Margie
Hackett and Douglas S.  Hackett and to hold them  harmless  from and against any
all losses, claims, expense, suits, costs, demands, damage or liabilities, joint
or several,  of whatever  kind or nature which they may sustain or to which they
may become subject arising out of or relating in any way to Innovative  Software
Technologies,  Inc. and its subsidiaries,  including without  limitation in each
case attorneys' fees, costs and expenses  actually incurred in defending against
or enforcing any such losses, claims, expenses suits, damages or liabilities.

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: Innovative Software Technologies, Inc.
Douglas Shane Hackett
It's President