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                                                                   EXHIBIT 10.35
                              STOCK OPTION

              THIS CERTIFIES THAT, FOR VALUE RECEIVED, SmartGate, Inc., a Nevada
       corporation ("SmartGate, Inc." or the "Company") pursuant to and under
       the SmartGate, Inc. 2000 EMPLOYEE, DIRECTOR, CONSULTANT AND ADVISOR STOCK
       COMPENSATION PLAN ("Plan"), a copy of which is attached hereto, has on
       July 26, 2000, granted to Duffey & Dolan, PA ("Holder") the right and
       option until July 26, 2007 to purchase 300,000 shares of Common Stock of
       SmartGate, Inc., at a purchase price of $3.00 per share. The shares,
       which may be purchased under this Option, are subject to vesting as
       follows: (i) one-third of the shares eligible for purchase hereunder
       shall be deemed vested as of July 26, 2001, provided that Holder remains
       a Consultant to the Company through that date; (ii) another one-third of
       the shares eligible to be purchased hereunder shall be deemed vested on
       July 26, 2002 provided that Holder remains an Consultant of the Company
       through that date; and (iii) the final one-third of the shares eligible
       for purchase hereunder shall vest on July 26, 2003 provided that Holder
       remains a Consultant to the Company through that date. The Holder
       acknowledges and agrees that only shares which are vested may be
       purchased under this Option. In the event of an involuntary termination
       of the Holder by virtue of death of Holder, all shares under this Option
       shall be deemed fully vested. In the event of an involuntary termination
       of the position of the Holder by the Company during the vesting period
       set forth above, all shares under this Option shall be deemed fully
       vested.

              In the event of a stock dividend, stock split, or capital
       reorganization resulting in the number of outstanding shares of Common
       Stock of the Company being changed, the applicable exercise price and
       number of shares provided in this Option shall be proportionately
       adjusted.

              In the event of a share-exchange, merger, or other business
       combination involving the Company and resulting in a change in control of
       the Company, all shares under this Option shall be deemed fully vested.
       In the event of the sale of all or substantially all of the assets or
       stock of the Company, or in the event of a liquidation or dissolution of
       the Company, all shares under this Option shall be deemed fully vested.

              The grant of this Option is made without registration under the
       Securities Act of 1933 by reason of a specific exemption. The Holder
       agrees that the Company's obligation to issue shares under this Option
       shall be contingent upon the Company receiving an opinion from securities
       counsel for the Company that there exists a suitable exemption from
       registration under the
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       Securities Act of 1933 and the appropriate state securities law for the
       issuance of shares which may be purchased by Holder hereunder
       ("Exemption"). If the Company determines a suitable Exemption exists, the
       Holder agrees that the Company may impose any conditions on the exercise
       of the Option as it deems necessary to satisfy the Exemption including
       but not limited to: (i) requiring the Holder, prior to each and every
       purchase of shares under this Option, to execute and fully abide by the
       provisions of the Letter of Investment Intent which is attached hereto;
       and (ii) requiring the Holder, if requested by the Company, to engage an
       investor representative to assist the Holder in evaluating the investment
       in the Company prior to the purchase of any shares hereunder.

              The Holder acknowledges and agrees that the representations and
       agreements Holder makes in the Letter of Investment Intent referenced
       above shall survive each closing of share purchases and issuance
       transactions between the Holder and the Company.

              If the Company is a "Reporting Company" under the Securities Act
       of 1934 at the time the Holder wishes to exercise and purchase shares
       hereunder, the Company, at the Company's expense, shall register the
       shares the Holder wishes to purchase so that the shares, when purchased
       under this Option, are freely tradable.

              The purchase price for the shares purchased under this Option may
       be paid in cash or through the execution of a broker-assisted cashless
       exercise if applicable.

              As a condition to the issuance of shares of Common Stock of the
       Company under this Option, the Holder agrees to remit to the Company at
       the time of any exercise of this Option any taxes required to be withheld
       by the Company under Federal, State, or Local law as a result of the
       exercise of this Option.

              This Option may not be transferred by the Holder other than by
       Will or the laws of descent and distribution. This Option may not be
       exercised by anyone other than the Holder or, in the case of the Holder's
       death, by the person to whom the rights of the Holder shall have passed
       by Will or the laws of descent and distribution.

              Neither the Holder nor any person to whom the rights of the Holder
       shall have passed by Will or the laws of descent and distribution shall
       have any of the rights of a shareholder with respect to any shares of the
       Company's common stock until the purchase price for the shares has been
       paid to the Company.

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              The Holder represents and warrants that he or she has been
       provided with the Plan which is attached hereto and has read and
       understands the Letter of Investment Intent which the Holder will be
       required to sign prior to the purchase of shares hereunder which is
       attached hereto, and that he or she has been advised or has had the
       opportunity to be advised by his or her own legal counsel as to the
       meaning and effect of this Stock Option Agreement, the Plan, and the
       Letter of Investment Intent, and of the rights and responsibilities in
       connection therewith, and of the consequences of any exercise of this
       Option.

              The Company has caused this Option Agreement to be executed in the
       name of the Company, by its corporate officers having been duly
       authorized and the Holder has hereunto set Holder's hand and seal as
       of the date and year first above written.

       SMARTGATE, INC.
       a Nevada corporation


       By: /s/ STEPHEN A. MICHAEL, PRESIDENT
           ---------------------------------
       Its: PRESIDENT


       AGREED TO AND ACCEPTED BY HOLDER:

       DUFFY & DOLAN, PA

       /s/ SAMUEL S. DUFFEY, PRESIDENT
       -------------------------------
       Samuel S. Duffey, President