Exhibit 10.12

                               INDEMNITY AGREEMENT


FOR GOOD AND VALUABLE CONSIDERATION,  including but not limited to the agreement
of Shawn M. Thomas  ("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.

In addition  the company  will place  45,000  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 its obligation this stock will
be sold to cover the obligations, which were guaranteed.

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/ Shawn Thomas
          Shawn M. Thomas