Exhibit 10.35

                              EMPLOYMENT AGREEMENT
                              --------------------

      AGREEMENT  made and  entered  into as of this 17th day of  December,  1999
between Urban Cool Network,  Inc., a Delaware  corporation  (the  "Corporation")
having an address at 1401 Elm Street, Dallas, Texas 75202 and Sheila Creque (the
"Executive"), residing at 1 Park Lane, Mount Vernon, New York 10552.

                              W I T N E S S E T H:

      WHEREAS,  the Company and the  Executive  desire to set forth the terms of
Executive's  employment  with the Company,  pursuant to the terms and conditions
hereof.

      NOW,  THEREFORE,  in consideration of the covenants and agreements  herein
contained, the parties hereto agree with each other as follows:

      1. Term of Employment.  The  Corporation  agrees to and does hereby employ
Executive,  and  Executive  agrees to and does hereby  accept  employment by the
Corporation,  as the Vice President of Celebrity  Relations and Merchandising of
the Corporation, subject to the supervision and direction of its Chief Executive
Officer and its Board of  Directors,  for the one (1) year period  commencing on
the consummation of the initial public offering of the Corporation's  securities
(the "Term").

      2. Duties of Executive.  Executive  shall devote such time,  attention and
energy to the affairs of Corporation as shall be reasonably  required to perform
her duties  hereunder,  and, in pursuance of the policies and  directions of the
CEO and Board of Directors,  Executive shall use her best efforts to promote the
business and affairs of the Corporation.


<PAGE>

      3.  Base  Compensation.

            (a) In  consideration of the Executive's  services  pursuant to this
Agreement,  Corporation shall pay to Executive, during the period of Executive's
employment under this Agreement (the "Base Compensation"),  a salary at the rate
of Seventy Five Thousand Dollars ($75,000) per year. The Base Compensation shall
be payable in equal installments, in accordance with the Corporation's customary
procedures  for  executive  employees,  subject to  applicable  tax and  payroll
deductions.

            (b)  Commission:  The  Corporation  will pay  Executive 10% of gross
sales less returns and discounts of merchandise  related to co-developed  and/or
managed by Executive.  On a quarterly basis  Corporation will provide  Executive
with monthly certified sales reports of these activities.

      4. Incentive Compensation.

            (a) Provided  Executive has duly performed her obligations  pursuant
to this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional
compensation  for the services to be rendered by Executive under this Agreement,
incentive compensation. The amount of such incentive compensation, if any, shall
be  determined  by the Board of  Directors in its sole  discretion  based on the
Executive's performance and contributions to the Corporation's success.

            (b) Provided Executive's employment continues during the term hereof
and she is in good  standing  with the Company,  Executive  shall be eligible to
receive, as additional  compensation pursuant to a separate option agreement for
the services to be rendered by Executive under this Agreement, 25,000 options to
purchase  shares of the Company's  common stock  pursuant to the Company's  1999
Stock Option Plan. Such options shall vest  immediately upon the consummation of
the IPO.

      5. Other  Benefits.

            (a)  During  the  term of this  Agreement  the  Executive  shall  be
entitled to participate in any benefit plans adopted by the  Corporation for the
general and overall  benefit of all employees  and/or for key  executives of the
Corporation such as health care, life insurance, disability, stock option plans,
tax, legal and financial planning services, pension, profit sharing and savings.

            (b) During the term of this  agreement,  Executive shall be entitled
to a monthly car allowance in the amount of $400.


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      6. Vacation. Executive shall be entitled to a fully paid vacation of three
(3) weeks per calendar  year,  which vacation shall be scheduled at such time or
times  as  the  Corporation  in  consultation   with  Executive  may  reasonably
determine.

      7.  Expenses.  The  Corporation  shall pay or reimburse  Executive for all
reasonable and necessary  expenses incurred by her in connection with her duties
hereunder,  upon  submission by Executive to the  Corporation of such reasonable
evidence of such expenses as the Corporation may require.

      8. Insurance.  The Corporation may from time to time apply for policies of
life, health and accident  insurance or disability  insurance upon the Executive
in such amounts as the Corporation  deems  appropriate.  The Executive agrees to
aid the  Corporation  in procuring  such  insurance,  including  submitting to a
physical examination, if required, and completing any and all forms required for
application for any insurance policy.

      9. Disclosure of Information.  The Executive shall,  during her employment
under  this  Agreement  and  thereafter,  keep  confidential  and  refrain  from
disclosing to any unauthorized  persons all data and information relating to the
respective businesses of the Corporation or any of its subsidiaries.

      10.  Intellectual  Property  Rights.

            (a) The Executive  shall  promptly  disclose to the  Corporation  in
writing,  any  and  all  charts,   layouts,  maps,   inventions,   improvements,
techniques, markets, sales and advertising plans, processes, concepts and plans,
whether or not  copyrightable  or patentable,  secret  processes and "know-how,"
conceived by the Executive  during the term of her employment by the Corporation
(the "Executive's Work Product"), whether alone or with others and


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<PAGE>

whether  during  regular  working  hours and through the use of  facilities  and
property of the Corporation or otherwise,  which directly relates to the present
business of the Corporation.  Upon the Corporation's request at any time or from
time to time during the Term of the Executive's employment,  the Executive shall
(i) deliver to the Corporation  copies of the Executive's  Work Product that may
be in her possession or otherwise available to her, and (ii) execute and deliver
to the Corporation such applications,  assignments and other documents as it may
reasonably require in order to apply for and obtain copyrights or patents in the
United  States of America and other  countries  with respect to any  Executive's
Work Product that it deems to be copyrightable  or patentable,  and/or otherwise
to vest in itself full title thereto.

            (b) All documents that pertain to the Corporation, including but not
limited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive
property of the Corporation. Upon the termination of the Executive's employment,
all such documents  that may be in her possession or otherwise  available to her
or shall  thereafter  come into her  possession  or  control  shall be  promptly
returned to the Corporation without the necessity of a request therefor.

      11.  Non-Competition  Covenant.

            (a)  The  Executive   shall  not,   during  her  employment  by  the
Corporation,  engage,  directly or indirectly,  in any business competitive with
the business of the Corporation without the consent of the Board of Directors.

            (b) For a  period  of one (1)  year  after  the  termination  of the
Executive's employment hereunder (the "Non-Competition  Period"), for any reason
whatsoever,  other than a termination by the Corporation without good cause, the
Executive shall not (i) engage, directly or indirectly, as an officer, director,
shareholder, owner, partner, joint venturer or in a managerial capacity, whether
as an employee, independent contractor, consultant or advisor, or as a sales


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representative  in any business related to Internet  products and services,  and
related activities  throughout the United States (the "Territory"),  without the
permission of the Board of Directors, which permission shall not be unreasonably
withheld or delayed or (ii) induce or actively  attempt to  influence  any other
employee or consultant of the  Corporation to terminate his or her employment or
consultancy  with the  Corporation.  Nothing herein contained shall be deemed to
prevent  ownership by Executive and her  associates  (as said term is defined in
regulation  14(A)  promulgated  under the Securities  Exchange Act of 1934 as in
effect on the date hereof), collectively, of not more than 5% of the outstanding
capital stock of a corporation listed on a national securities exchange.

            (c) (i) The  parties to this  Agreement  consider  the  restrictions
contained herein reasonable as to the duration of the Non-Competition Period and
the extent of the  Territory.  However,  if the duration of the  Non-Competition
Period  or the  extent  of the  Territory  herein  specified  should  be  judged
unreasonable by any Court or arbitration proceeding,  the validity and effect of
the remaining  provisions of this Agreement  shall not be affected  thereby and,
the  duration of the  Non-Competition  Period shall be reduced by such number of
months  and/or  the  area of the  Territory  shall be  reduced  such  that,  the
Territory and the Non-Competition  Period shall be deemed reasonable so that the
foregoing covenant not to compete may be enforced.

                  (ii) Executive  agrees and  recognizes  that in the event of a
breach or  threatened  breach by Executive of the  provisions  of the  foregoing
covenants,  the Corporation may suffer  irreparable harm, and that money damages
may not be an adequate remedy. Therefore, the Corporation shall be entitled as a
matter of right to specific  performance of the covenants of Executive contained
herein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of
competent jurisdiction.


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<PAGE>

      12.  Termination.   This  Agreement  and  Executive's  employment  may  be
terminated in any one of the followings ways:

            (a) Death. The death of Executive shall  immediately  terminate this
Agreement with no severance compensation due to Executive's estate.

            (b)  Disability.  If, as a result of  incapacity  due to physical or
mental  illness or injury,  Executive  shall have been absent from her full-time
duties hereunder for three (3) consecutive  months,  then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
three (3) month period,  but which shall not be effective  earlier than the last
day of such three (3) month period),  the Corporation may terminate  Executive's
employment hereunder provided Executive is unable to resume her full-time duties
at the  conclusion of such notice  period.  Also,  Executive may terminate  this
employment  hereunder  if her health  should  become  impaired to an extent that
makes  the  continued  performance  of her  duties  hereunder  hazardous  to her
physical  or mental  health or her life,  provided  that  Executive  shall  have
furnished the Corporation  with a written  statement from a qualified  doctor to
such effect and  provided,  further,  that,  at the  Corporation's  request made
within thirty (30) days of the date of such written  statement,  Executive shall
submit  to an  examination  by a  doctor  selected  by  the  Corporation  who is
reasonably  acceptable to Executive or Executive's  doctor and such doctor shall
have  concurred  in the  conclusion  of  Executive's  doctor.  In the event this
Agreement is terminated as a result of Executive's  disability,  Executive shall
(i) receive from the Company,  in a lump-sum payment due within thirty (30) days
of the  effective  date of  termination,  the base salary for the balance of the
Term  and  (ii) the  Corporation  shall  make  the  insurance  premium  payments
contemplated  by  COBRA  for  a  period  of  eighteen  (18)  months  after  such
termination.


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<PAGE>

            (c) Good Cause.  The  Corporation  may terminate  this Agreement ten
(10) days after  written  notice to Executive for "Good Cause," which shall mean
any  one or  more  of the  following:  (1)  Executive's  willful,  material  and
irreparable  breach of this Agreement;  (2) Executive's  gross negligence in the
performance or intentional  nonperformance  (continuing  for ten (10) days after
receipt of written notice of need to cure) of any of Executive's material duties
and  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or
misconduct  with  respect to the  business or affairs of the  Corporation  which
materially   and  adversely   affects  the   operations  or  reputation  of  the
Corporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed
positive illegal drug test result. In the event of a termination for Good Cause,
as  enumerated   above,   Executive   shall  have  no  right  to  any  severance
compensation.

            (d)  Without  Good  Cause.  At any time  after the  commencement  of
employment,   Executive  may,  without  cause,   terminate  this  Agreement  and
Executive's  employment,  effective  thirty  (30) days after  written  notice is
provided to the Corporation. Executive may only be terminated without Good Cause
by the Corporation  during the Term hereof if such  termination is approved by a
majority  of the  members  of the  Board of  Directors  of the  Corporation  and
provided that the Executive  receives at least one (1) month written notice.  In
the event that  Executive  is  terminated  without  Good Cause  during the Term,
Executive shall receive from the  Corporation,  on such dates as would otherwise
be paid by the  Corporation,  the lesser of the base  salary at the rate then in
effect for a period of one (1) year,  or the base  salary then in effect for the
balance of the Term. Further, if Executive is terminated without Good Cause, (a)
the Corporation shall make the insurance premium payments  contemplated by COBRA
for a period of six (6) months after such  termination,  (b) the Executive shall
be entitled to receive a prorated portion of any annual


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bonus and other  incentive  compensation  to which the Executive would have been
entitled for the year during which the  termination  occurred had the  Executive
not been terminated,  (c) all options to purchase the Corporation's Common Stock
based upon the schedule set forth in paragraph  4(b) shall vest  thereupon,  and
(d) the Executive shall be entitled to receive all other unpaid benefits due and
owing  through  Executive's  last day of  employment.  If  Executive  resigns or
otherwise terminates her employment, rather than the Corporation terminating her
employment  pursuant to this paragraph 12,  Executive shall receive no severance
compensation.

            (e) Corporation's  Failure to Consummate Initial Public Offering. In
the event that the  Corporation  does not complete an initial public offering of
the  Corporation's  securities which does not result in the gross proceeds of at
least  $10,000,000 by April 15, 2000, the  Corporation  hereunder shall have the
right to terminate the employment agreement without any liability.

      13.  Indemnification.  In the  event  Executive  is  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,   administrative  or  investigative  (other  than  an  action  by  the
Corporation  against  Executive),  by  reason  of the  fact  that  she is or was
performing  services under this Agreement,  then the Corporation shall indemnify
Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement,  as actually and reasonably incurred by Executive in
connection  therewith to the maximum  extent  permitted by  applicable  law. The
advancement of expenses shall be mandatory. In the event that both Executive and
the Corporation are made a party to the same third-party action, complaint, suit
or proceeding,  the Corporation agrees to engage competent legal representation,
and Executive  agrees to use the same  representation,  provided that if counsel
selected by the Corporation shall have a conflict of interest that prevents such
counsel from representing Executive, Executive may


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engage  separate  counsel and the  Corporation  shall pay all attorneys' fees of
such separate counsel.  Further, while Executive is expected at all times to use
her best  efforts  to  faithfully  discharge  her duties  under this  Agreement,
Executive  cannot be held liable to the Corporation for errors or omissions made
in good faith  where  Executive  has not  exhibited  gross,  willful  and wanton
negligence  and  misconduct  or  performed  criminal and  fraudulent  acts which
materially damage the business of the Corporation.

      14.  Effect of  Waiver.  The  waiver  by  either  party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

      15. Notices. Any notice permitted,  required,  or given hereunder shall be
in writing  and shall be  personally  delivered;  or  delivered  by any  prepaid
overnight courier delivery service then in general use; or mailed, registered or
certified mail, return receipt requested,  to the addresses designated herein or
at such other address as may be designated by notice given hereunder:

           If to:                             Sheila Creque
                                              1 Park Lane
                                              Mt. Vernon, N.Y. 10582

           If to:                             Urban Cool Network, Inc.
                                              1401 Elm Street
                                              Dallas, Texas 75202

           With a copy to:                    Marc G. Rosenberg, Esq.
                                              Silverman, Collura & Chernis, P.C.
                                              381 Park Avenue
                                              New York, New York 10016

      Delivery shall be deemed made when actually delivered, or if mailed, three
days after delivery to a United States Post Office.


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<PAGE>

      16.  Assignment.  Executive  shall not be  entitled  to assign her rights,
duties or obligations under this Agreement.

      17. Amendments.  The terms and provisions of this Agreement may be amended
or modified only by mutual agreement and a written  instrument  executed by both
parties to be charged by such amendment or modification.

      18.  Governing Law. The terms and provisions  herein contained and all the
disputes or claims relating to this Agreement shall be governed by,  interpreted
and  construed in  accordance  with the internal  laws of the State of New York,
without reference to its conflict of laws principles.

      19. Arbitration.

            (a) In the event of a dispute  between the parties arising out of or
relating to this Agreement,  or the breach thereof, the parties shall make every
effort to amicably  resolve,  reconcile,  and settle such dispute  between them.
Should  an  amicable  resolution  not  be  possible,  either  party  may  invoke
arbitration.

            (b)  Subject to the  provisions  of Section  11(c)(ii)  hereof,  all
claims,  disputes and other matters in controversy  arising out of or related to
this Agreement or the performance or breach hereof,  shall be decided by binding
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association (the "AAA Rules"), by a panel of three (3) arbitrators,
in New York, New York. One (1) such arbitrator shall be appointed by each of the
parties within three (3) weeks after being  requested by the other party to make
such  appointment  and the third  arbitrator  shall be  appointed by the two (2)
arbitrators appointed by the parties. In the event that a party does not appoint
its  arbitrator  within such three (3) week period,  or the two (2)  arbitrators
appointed by the parties shall fail to agree on the third arbitrator, such


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appointed   arbitrator  or  arbitrators  shall  be  appointed  by  the  American
Arbitration  Association in accordance with the AAA Rules. The award shall state
the facts and  findings  and shall be  rendered  with  reasons in  writing.  The
arbitrators  shall have no  authority  or power to alter or modify  any  express
condition or provision  of this  Agreement,  or to render any award which by its
terms shall have the effect of altering or modifying  any express  conditions or
provisions of this  Agreement.  The award rendered by the  arbitrators  shall be
final and  judgement  may be entered  upon it in any court  having  jurisdiction
thereof.  The successful party to the arbitration  shall be entitled to an award
for reasonable attorney's fees, as determined by the arbitrators.

      20.  Captions.  The  captions of the  sections of this  Agreement  are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

      21. Merger and  Severability.  This Agreement shall  constitute the entire
Agreement  between the  Corporation  and  Executive  with respect to the subject
matter hereof. The invalidity or  unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

      22. Counterparts;  Facsimile.  This Agreement may be executed by facsimile
and in two (2) or more  counterparts,  each of which shall be deemed an original
and all of which together shall constitute but one and the same instrument.


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      IN WITNESS  WHEREOF,  the parties hereto have affixed their signatures the
day and year first above written.

                                              URBAN COOL NETWORK, INC.

                                              By:      /s/ Jacob R. Miles, III
                                                       -------------------------
                                                       Name: Jacob R. Miles, III
                                                       Title: CEO

                                                       /s/ Sheila Creque
                                                       -----------------
                                                       SHEILA CREQUE


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