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                                                                   EXHIBIT 10.35

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of the
1st day of December, 1999 by and between MUSTANG.COM, INC., a California
corporation (the "Company"), and C. SCOTT HUNTER (the Employee), with respect to
the following facts:

      A.    The Company wants to be assured of the continued association and
services of the Employee to take advantage of his experience, knowledge and
abilities in the Company's business and is willing to employ the Employee, and
the Employee desires to be so employed, on the terms and conditions set forth in
this Agreement.

      B.    The Employee from time to time in his employment may learn trade
secrets and other confidential information concerning the Company, and the
Company desires to safeguard such trade secrets and confidential information
against unauthorized use and disclosure.

      ACCORDINGLY, the parties agree as follows:

1     EMPLOYMENT

      1.1   Employment and Duties. The Company employs the Employee as Vice
President Engineering and Chief Technical Officer and Employee accepts such
employment and agrees to do, on the terms and conditions set forth below and
during the term of this Agreement the following duties: Employee's duties shall
include primary responsibility for coordination of new products under
development and software maintenance and such other duties and acts in
connection with the Company's business, as reasonably may be required by the
Company's Board of Directors.

      1.2   Service to Others. Employee will devote his entire productive time,
ability and attention to, and will diligently and conscientiously use his best
efforts to further the Company's business and will not, without the prior
written consent of the Company's Board of Directors in each instance, do
services of any kind, whether or not for compensation, for any person other than
the Company, which services, in the sole opinion of the Company's Board of
Directors, might materially interfere with the performance of his duties under
this Agreement. Employee is not prohibited from making personal investments in
other businesses, if those investments do not require Employee to participate in
the operation of such businesses in which he invests and so long as none of the
investments are in companies, partnerships, ventures or entities of any type or
kind, or with an individual or individuals, in competition with or in the same
or similar business as the Company. This limitation does not apply to any stock
purchases in any company that is listed on the New York or American Stock
Exchanges or the Nasdaq Stock Market provided such purchases do not exceed, in
the aggregate, 1 percent of the outstanding stock of such company.

2     COMPENSATION

      2.1   Compensation. As the total compensation for the services which the
Employee renders to the Company, the Company will pay Employee the following:

            2.1.1 An annual base salary in the amount of $160,000. Said salary,
less applicable federal, state and local payroll and withholding deductions,
will be payable by the Company on a semimonthly basis (in accordance with the
Company's standard payroll practices applicable to all employees) during the
term of this Agreement. The annual base salary may be increased by the Company
from time to time but, if so increased, will not later be decreased.

            2.1.2 Incentive Bonus. The Employee, at the sole discretion of the
Board of Directors, may receive an annual bonus based upon the Company's or the
Employee's performance for such year. Nothing herein shall require the Company
to pay Employee an annual bonus or, if ever paid, to continue paying an annual
bonus. For the year ending December 31, 1999, the Employee shall receive a bonus
of $20,000 payable on or before January 15, 2000.

            2.1.3 Employee will be entitled to group medical and life insurance
as presently in place for Employee on the date this Agreement is made, and
reimbursement of ordinary and necessary business expenses,


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travel or otherwise, and those expenses incurred by Employee in the furtherance
of his obligations under this Agreement.

      2.2   Vacation and Sick Leave. Employee's vacation and sick leave will be
in accordance with established policies as set forth in the Company's Employee
Manual.

3     TERM OF EMPLOYMENT AND TERMINATION

      3.1   Term. Unless sooner terminated pursuant to Section 3.2, the term of
employment under this Agreement will be for one (1) year from the date of this
Agreement; provided, however, that such term of employment will be renewed
automatically for successive one (1) year terms unless written notice of non
renewal is given by either the Company or Employee not less than thirty (30)
days prior to the end of the initial term or any subsequent one (1) year term.
Any such notice of non renewal will for purposes of subsection 3.2 of this
Agreements be deemed a notice of termination without Cause (as defined below) if
given by the Company and a notice termination by Employee without Good Reason
(as defined below) if given by Employee.

      3.2   Termination. Employment under this Agreement will terminate prior to
the expiration of its term upon the happening of any of the following events:

            3.2.1 The death of Employee.

            3.2.2 If Employee is absent from work because of illness or
incapacity or for any other reason for a cumulative period of more than one
hundred eighty (180) days in any consecutive twelve month period, the Company
may terminate this Agreement upon the expiration of thirty days written notice
to Employee.

            3.2.3 At the Company's option, with Cause or without Cause, the
Company may terminate this Agreement upon the expiration of thirty days written
notice to Employee.

"Cause" means (a) the willful and continued failure by the Employee to
substantially perform his duties under this Agreement (other than any such
failure resulting from Employee's incapacity due to physical or mental illness),
(b) the willful engaging by Employee in misconduct which is materially damaging
to the Company, monetarily or otherwise, or which would substantially impair the
reputation and public perception of Company, or (c) the wilful violation by
Employee of any of the provisions of Section 5 of this Agreement.

            3.2.4 At Employee's option, with Good Reason or without Good Reason,
Employee may terminate this Agreement upon the expiration of thirty days written
notice to the Company. For purpose of any notice given pursuant to this
subsection 3.2.4, the thirty-day period shall be determined by excluding any
period from the giving of such notice during which the Employee is absent from
work because of illness or incapacity or on vacation.

"Good Reason" means (a) a Change in Control of the Company (as defined below) or
(b) a failure by the Company to comply with any material provision of this
Agreement that has not been cured within 10 days after Employee has given notice
of the noncompliance to the Company.

A "Change in Control" shall mean the occurrence during the term of this
Agreement, of any one of the following events:

      (a)   An acquisition (other than directly from the Company) of any voting
            securities of the Company (the "Voting Securities") by any "Person"
            (as the term person is used for purposes of Section 13(d) or 14(d)
            of the Securities Exchange Act of 1934, as amended (the "Exchange
            Act)), immediately after which such Person has "Beneficial
            Ownership" (within the meaning of Rule 13d-3 promulgated under the
            Exchange Act) of thirty percent 30% or more of the combined voting
            power of the Company's then outstanding Voting Securities; provided,
            however, in determining whether a Change in Control has occurred.
            Voting Securities which are acquired in a "Non-Control Acquisition"
            (as hereinafter defined) shall not constitute an acquisition which
            would cause a Change in Control. A "Non-Control Acquisition" shall
            mean an acquisition by (i) an employee benefit plan (or a trust
            forming a part thereof) maintained by (A) the Company or (B) any
            corporation or other Person of which a majority of its voting power
            or its voting equity securities or equity interest is owned,
            directly or indirectly, by the Company (for purposes of this



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            definition, a "Subsidiary") (ii) the Company or its Subsidiaries, or
            (iii) any Person in connection with a "Non-Control Transaction" (as
            hereinafter defined);

      (b)   The individuals who, as of December 1, 1999, are members of the
Board (the "Incumbent Board") cease for any reason to constitute at least
two-thirds of the members of the Board: provided, however, that if the election,
or nomination for election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of this Agreement, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule l4a-11 promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board (a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest; or

      (c)   Approval by stockholders of the Company of:

            (i)   A merger consolidation or reorganization involving the
                  Company, unless such merger, consolidation or reorganization
                  is a "Non-Control Transaction." A "Non-Control Transaction"
                  shall mean a merger, consolidation or reorganization of the
                  Company where:

                  (A)   the stockholders of the Company, immediately before such
                        merger. consolidation or reorganization, own directly or
                        indirectly immediately following such merger,
                        consolidation or reorganization, at least seventy
                        percent 70% of the combined voting power of the
                        outstanding voting securities of the corporation
                        resulting from such merger or consolidation or
                        reorganization (the "Surviving Corporation") in
                        substantially the same proportion as their ownership of
                        the Voting Securities immediately before such merger,
                        consolidation or reorganization,

                  (B)   the individuals who were members of the Incumbent Board
                        immediately prior to the execution of the agreement
                        providing for such merger, consolidation or
                        reorganization constitute at least two-thirds of the
                        members of the board of directors of the Surviving
                        Corporation. or a corporation beneficially directly or
                        indirectly owning a majority of the Voting Securities of
                        the Surviving Corporation, and

                  (C)   no Person other than (i) the Company, (ii) any
                        Subsidiary, (iii) any employee benefit plan (or any
                        trust forming a part thereof) maintained by the Company,
                        the Surviving Corporation, or any Subsidiary, or (iv)
                        any Person who, immediately prior to such merger,
                        consolidation or reorganization had Beneficial Ownership
                        of thirty percent (30%) or more of the then outstanding
                        Voting Securities), has Beneficial Ownership of thirty
                        percent (30%) or more of the combined voting power of
                        the Surviving Corporation's then outstanding voting
                        securities.

            (ii)  A complete liquidation or dissolution of the Company; or

            (iii) An agreement for the sale or other disposition of all or
                  substantially all of the assets of the Company to any Person
                  (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities then outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Persons, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company and after such
share acquisition by the Company the Subject Person becomes the Beneficial Owner
of any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person then a
Change in Control shall occur.



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4     DUTIES AND COMPENSATION UPON TERMINATION

      4.1   Duties. In the event that employment under this Agreement is
terminated, Employee shall continue to perform his duties through the date of
termination. After that neither the Company nor Employee shall have any
remaining duties or obligations under this Agreement except that (a) the Company
shall pay to the Employee, or his estate, such compensation as is due pursuant
to Section 2.l, prorated through the date of termination, plus such severance
compensation, if any, as is due pursuant to Section 4.2 and (b) Employee shall
continue to be bound by Section 5.

      4.2   Severance Compensation.

            4.2.1 At the date of termination and provided Employee has continued
to perform his duties through the date of termination, in addition to the
compensation payable to Employee pursuant to Section 4.1, the Company shall pay
Employee, in a lump sum, the amount equal to 8.33% of Employee's annual base
salary in effect at the date of termination multiplied by the number of months
corresponding to the grounds for termination in the table below.

<TABLE>
<CAPTION>
                  Grounds for Termination                                  Number of Months
                  -----------------------                                  ----------------
<S>                                                                          <C>
Death or Disability of Employee pursuant to Section 3.2.1 or 3.2.2.            Zero (0)

By Company without Cause pursuant to Section 3.2.3.                            Nine (9)

By Employee with Good Reason pursuant to Section 3.2.4.

By Company with Cause pursuant to Section 3.2.3.                               Four (4)

By Employee without Good Reason pursuant to Section 3.2.4.
</TABLE>

            4.2.2 Upon any termination by the Company without cause pursuant to
Section 3.2.3 following a Change in Control or by Employee for Good Reason
pursuant to Section 3.2.4, any outstanding options to purchase the common stock
of the Company theretofore granted to Employee by the Company and not otherwise
exercisable shall become immediately exercisable with respect to the full number
of shares subject to those options; provided, however, that (a) in the event
that the acceleration of the exercisablity of options not otherwise exercisable
would result (when considered alone or added to payments to Employee pursuant to
Section 4.2.1) in a payment to a Disqualified Individual of an Excess Parachute
Payment, then outstanding options to purchase the common stock of the Company
theretofore granted to Employee by the Company and not otherwise exercisable
shall become immediately exercisable with respect to the maximum number of
shares subject to those options which would not result in any Excess Parachute
Payment to a Disqualified Individual, and/or (b) in the event that the Company
becomes a party to a transaction that is intended to qualify for "pooling of
interests" accounting treatment and, but for of the provisions of this
subsection or any option agreement would so qualify, then this section and any
such agreement shall be interpreted so as to preserve such accounting treatment,
and to the extent that this section or any such agreement would disqualify the
transaction from pooling of interests accounting treatment then such provision
shall be null and void. The terms "Disqualified Individual" and "Excess
Parachute Payment" used in Clause (a) of the preceding sentence shall have shall
have the same meaning as defined in Section 280G of the Internal Revenue Code of
1986, or any successor section of similar import, and all determinations to be
made in connection with clause (b) of the preceding sentence shall be made by
the independent accounting firm whose opinion with respect to "pooling of
interests" treatment is required as a condition to the Company's consummation of
such transaction.

            4.2.3 Following the date of termination, the Company shall continue
to provide Employee with (or pay the premiums for) the same medical coverage
that the Company provided to Employee as of the date of termination for the
number of months corresponding to the grounds for termination in the table set
forth in subsection 4.2.1.

The provisions of this Agreement to pay Employee severance compensation in the
event Employee is terminated for Cause will not diminish or otherwise affect the
Company's right to claim and recover damages from Employee as result of any of
the events or conduct leading to Employee's termination for Cause.

5     TRADE SECRETS



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      5.1   Trade Secrets. The Employee shall not, without the prior written
content of the Company's Board of Directors in each instance, disclose or use in
any way, either during his employment by the Company or after it, except as
required in the course of his employment with the Company, any confidential
business or technical information or trade secret of the Company acquired in the
course of such employment, whether or not patentable, copyrightable or otherwise
protected by law, and whether or not conceived of or prepared by him
(collectively, the "Trade Secrets") including, without limitation, any
information concerning: existing and contemplated products; Inventions (as
defined below); manufacturing procedures, methods, machines, compositions,
technology or formulas; research and development programs; customer lists,
customer usage and requirements; operating procedures; investments; financing;
costs; employees; salaries; purchasing; accounting; marketing; merchandising;
sales methods; pricing; profits; plans for future development; the identity,
requirements, preferences, practices and methods of doing business of specific
parties with whom the Company transacts business; and all other information
which is related to any product, service or business of the Company, all of
which Trade Secrets are the exclusive and valuable property of the Company.
Notwithstanding the foregoing, Trade Secrets do not include information which is
generally known in the industry in which the Company transacts business or is
acquired from public sources and not gained in breach of this Agreement;
"Inventions" means inventions, mask works, ideas, processes, formulas, source
and object codes, data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques.

      5.2   Tangible Items. All files, accounts, records, documents, books,
forms, notes, reports, memoranda, studies, compilations of information,
correspondence and all copies, abstracts and summaries of the foregoing, and all
other physical items related to the Company, other then a merely personal item,
whether of a public nature or not, and whether prepared by the Employee or not,
are and shall remain the exclusive property of the Company and shall not be
removed from the premise of the Company except as required in the course of
employment by the Company, without the prior written consent of the Company's
Board of Directors in each instance, and the same shall be promptly returned to
the Company by the Employee on the expiration or termination of his employment
or at any time prior to it upon the request of the Company. Notwithstanding the
foregoing or anything to the contrary herein, Employee may remove and retain the
following Company items as additional severance compensation irrespective of the
reason for termination: the laptop computer and pilot personal organizer
primarily used by Employee as of the date of termination.

      5.3   Solicitation of Employees. During his employment by the Company and
for the nonsolicitation period after such employment specified in the table
below (such period not to include any period of violation this subsection by the
Employee or period which is required for litigation to enforce this subsection
and during which the Employee is in violation of it), Employee will not,
directly or indirectly, either for his own benefit or purposes or the benefit or
purposes of any other person, employ or offer to employ, call on, solicit,
interfere with or attempt to divert or entice away any employee or independent
contractor of the Company (or any person whose employment or status as an
independent contractor has terminated within the twelve months preceding the
date of such solicitation) in any capacity if that person possesses or has
knowledge of any Trade Secrets of the Company.

<TABLE>
<CAPTION>
                                                                         Nonsolicitation Period
                                                                         ----------------------
<S>                                                                            <C>
If person to be solicited is an employee..........................             12 months

If person to be solicited is an independent contractor............              6 months
</TABLE>

      5.4   Injunctive Relief. Employee acknowledges and agrees that it would be
difficult to fully compensate the Company for damages resulting from the breach
or threatened breach of these provisions and, accordingly that the Company will
be entitled to temporary and injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, to enforce such
provisions without the necessity of proving actual damages and without the
necessity of posting any bond or other undertaking in connection with it. This
provision with respect to injunctive relief will not, however, diminish the
Company's right to claim and recover damages.

6     MISCELLANEOUS

      6.1   Severable Provisions. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining



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provisions, and any partially unenforceable provisions to the extent
enforceable, will nevertheless be binding and enforceable.

      6.2   Successors and Assigns. All of the terms, provisions and obligations
of this Agreement will inure to the benefit of and will be binding upon the
parties to this Agreement and their respective heirs, representatives,
successors and assigns. Notwithstanding the preceding sentence, neither this
Agreement nor any rights under this Agreement will be assigned, pledged,
hypothecated or otherwise transferred by the Employee without the prior written
consent of the Company in each instance.

      6.3   Governing Law. The validity, construction and interpretation of this
Agreement will be governed in all respects by the laws of the State of
California applicable to contracts made and to be performed wholly within that
state.

      6.4   Consent to Jurisdiction. Employee and the Company, to the fullest
extent he or it may effectively do so under applicable law, irrevocably (i)
submit to the exclusive jurisdiction of any court of the State of California or
the United States of America sitting in or covering the City of Bakersfield over
any suit, action or proceeding arising out of or relating to this Agreement,
(ii) waive and agree not to assert, by way of motion, as a defense or otherwise,
any claim that he or it is not subject to the jurisdiction of any such court,
any objection that he or it may now or later have to the establishment of the
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum, and (iii) consents to process being
served in any such suit, action or proceeding by mailing a copy of it by
registered or certified air mail, postage prepaid, return receipt requested, to
the address of such party specified in or designated pursuant to Section 6.7.
Each party agrees that such service (i) will be deemed in every respect
effective service of process upon such party in any such suit, action or
proceeding and (ii) will to the fullest extent permitted by law be taken and
held to be valid personal service upon and personal delivery to such party.

      6.5   Headings. Section and subsection headings are not to be considered
part of this Agreement and are included solely for convenience and reference and
in no way define, limit or describe the scope of this Agreement or the intent of
any its provisions.

      6.6   Entire Agreement. This Agreement contains the entire Agreement
between the parties pertaining to the subject matter of it, and supersedes all
prior Agreements, understandings, negotiations and discussions, whether oral or
written, relating to the subject matter of this Agreement. No supplement,
modification or waiver of this Agreement will be valid unless executed by the
party to be bound by it. No waiver of any of the provisions of this Agreement
will be deemed or will constitute a waiver of any other provision of this
Agreement (whether or not similar), nor will such waiver constitute a continuing
waiver unless otherwise expressly provided.

      6.7   Notice. Any notice or other communication required or permitted
under this Agreement will be in writing and will be deemed to have been given
(i) if personally delivered, when so delivered, (ii) if mailed, one (1) week
after having been placed in the United States mail, registered or certified,
postage prepaid, addressed to the party to whom it is directed at the address
set forth below or (iii) if given by telex, telecopier or e-mail, when such
notice or other communication is transmitted to the telex or telecopier number
or e-mail address specified below and the appropriate answer back or
confirmation is received.

            If to the Company:
                   Mustang.com
                   6200 Lake Ming Road
                   Bakersfield CA 93306
                   Attention: President
                   Telecopier Number: (805) 873-2457
                   E-mail address: jim.harrer@mustang.com

            If to Employee:
                   C. Scott Hunter
                   6737 Park West Circle
                   Bakersfield, CA 93308
                   E-mail address: scott.hunter@mustang.com

Either party may change the address to which such notices are to be addressed by
giving the other party notice in the above manner.



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<PAGE>   7

      6.8   Attorneys Fees. In the event any party takes legal action to enforce
any of the terms of this Agreement, the unsuccessful party to such action will
pay the successful party's expenses, including attorneys' fees, incurred in such
action.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date and year first set forth above.


"The Company"                             "Employee"

Mustang.com, Inc.


By:  /s/ James A. Harrer                  /s/ C. Scott Hunter
   ----------------------------------     -------------------------------------
         James A. Harrer                      C. Scott Hunter
         Its President



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