Exhibit 10.13

                               INDEMNITY AGREEMENT


FOR GOOD AND VALUABLE CONSIDERATION,  including but not limited to the agreement
of Ethan  Willis and Randy Garn  ("indemnities")  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  1,500,000  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 failure of the company to satisfy its obligation this stock will be
sod 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 9th day of January, 2002.



                                    /s/ D. Shane Hackett
                                    By Douglas Shane Hackett
                                    Innovative Software Technologies, Inc.
                                    It's President

Attest: /s/ Shawn Thomas
        Secretary - Shawn Thomas