EXHIBIT 10.35
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                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 28th day of August,  2000,  by and between  Heartsoft,  Inc.,  a Delaware
corporation  (the  "Company"),  and Rodger Graham  ("Employee").  This Agreement
hereby supersedes any other employment agreements or understandings,  written or
oral, between the Company and Employee.

         1. EMPLOYMENT AND DUTIES.

                  1.1 The Company hereby employs Employee as its Chief Financial
Officer.  As such,  Employee shall have  responsibilities,  duties and authority
reasonably  accorded to and  expected  of a Chief  Financial  Officer.  Employee
hereby accepts this  employment upon the terms and conditions  herein  contained
and,  subject to Section 1.2, agrees to devote his full working time,  attention
and efforts to promote and further the business of the Company.

                  1.2  Employee's  services  will  be  rendered  exclusively  to
Company  during the term  hereof.  Employee  shall  not,  during the term of his
employment  hereunder,  be engaged in any other  business  activity  pursued for
gain, profit or other pecuniary advantage.  The foregoing  limitations shall not
be construed as prohibiting  Employee from making  personal  investments in such
form or manner as will neither  require his services in the operation or affairs
of the companies or enterprises in which such investments are made.

         2.  COMPENSATION.  For all services  rendered by Employee,  the Company
shall compensate Employee as follows:

                  2.1 Base  Salary.  The annual base salary  payable to Employee
shall be a base salary of not less than $100,000 ("Base  Salary"),  payable on a
regular basis in accordance with the Company's standard payroll procedures.

                  2.2  Bonus.  In  addition,   Employee  shall  be  entitled  to
participate  in such bonus plans as are  established  by the Company's  Board of
Directors from time to time.

                  2.3  Other Benefits. Employee shall be entitled to receive
additional benefits from the Company in such form and to such extent as
specified below:

                           (a) Coverage for Employee under  retirement,  401(k),
or health,  hospitalization,  dental and other insurance plans or other employee
benefit or welfare plans,  that the Company may have in effect from time to time
and makes available to its employees generally;

                           (b)  Reimbursement  for all business travel and other
out-of-pocket expenses reasonably incurred by Employee in the performance of his
services  pursuant  to  this

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Agreement.  All  reimbursable  expenses  shall be  appropriately  documented  in
reasonable detail by Employee upon submission of any request for  reimbursement,
and in a format and  manner  consistent  with the  Company's  expense  reporting
policy;

                           (c) Four weeks annual paid  vacation  (pro-rated  for
any year in which  Employee is employed  for less than the full year).  Employee
will acquire no rights to accrued vacation benefits based on allocated  vacation
not taken while this Agreement is in effect; and

                           (d) An automobile allowance of $400 per month.

         3.  PLACE  OF  PERFORMANCE.  The  Employee's  job  location  will be at
Company's offices in the Tulsa, Oklahoma metropolitan area.

         4. TERM; TERMINATION; RIGHTS ON TERMINATION. The term of this Agreement
will commence on August 28, 2000 and will continue until  terminated as provided
below.  This Agreement and Employee's employment may be terminated in any one of
the following ways:

                  (a) Death. The death of Employee shall  immediately  terminate
the Agreement; provided any Base Salary and earned benefits to the date of death
will be paid to Employee's estate, legal representative or other beneficiary.

                  (b)  Disability.  The Company will make efforts to  reasonably
accommodate Employee as required by applicable state or federal disability laws.
However,  the parties  irrefutably presume that, given Employee's  position,  it
would be an undue  hardship  to the  Company if Employee is absent for more than
three (3)  consecutive  months.  Therefore,  if as a result of incapacity due to
physical or mental  illness or injury,  Employee shall have been absent from his
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 Company  may  terminate
Employee's  employment  hereunder  provided  Employee  is unable  to resume  his
full-time  duties at the  conclusion  of such notice  period.  In the event this
Agreement is  terminated as a result of Employee's  disability,  Employee  shall
receive from the Company,  a payment  equal to the amount of the Base Salary due
through  the end of the month of  termination  due  within  ten (10) days of the
effective date of termination.

                  (c) Good Cause.  The Company may terminate the Agreement after
written  notice to  Employee  for Good  Cause,  which  shall be: (i)  Employee's
material breach of this Agreement;  (ii) the Employee's failure to adhere to any
written  Company policy if the Employee has been given a reasonable  opportunity
to comply  with such  policy or cure his  failure  to comply  (which  reasonable
opportunity must be granted during the ten-day period  preceding  termination of
this  Agreement);  (iii) the  appropriation  (or attempted  appropriation)  of a
material business opportunity of the Company,  including attempting to secure or
securing any personal profit in connection with any transaction  entered into on
behalf of the Company; (iv) the misappropriation (or attempted misappropriation)
of any of the Company's funds or property; (v) the conviction of, the indictment
for (or its procedural equivalent),  or the entering of a guilty plea or plea of
no

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contest with respect to, a felony,  the equivalent  thereof,  or any other crime
with respect to which  imprisonment  is a possible  punishment;  or (vi) chronic
alcohol abuse or chronic illegal drug abuse by Employee.  If the Company desires
to terminate Employee's  employment for Good Cause, the Company shall deliver to
Employee  a  written  notice  (which  shall be in  addition  to any  notice  and
opportunity  to cure  provided  for above)  which shall  indicate  the  specific
provisions of this Agreement  relied upon by the Company and which sets forth in
reasonable  detail  the facts and  circumstances  claimed  to provide a basis of
termination  for Good Cause  under the  provision  so relied  upon (a "Notice of
Intended  Termination for Good Cause").  Any proposed termination for Good Cause
shall be  effective  only upon  approval  and  adoption of a  resolution  by the
affirmative vote of the Company's Board of Directors then in office at a meeting
duly of the Board  called and held for the  purpose  finding  that the  Employee
committed the actions  specified in the Notice of Intended  Termination for Good
Cause.  Any such meeting  shall be held  following the delivery of the Notice of
Intended  Termination  for  Good  Cause  and at a  time  calculated  to  provide
reasonable  notice to the  Employee.  The  Employee,  together  with  Employee's
counsel,  shall be entitled to be heard before the Board at such meeting. In the
event of a termination  for Good Cause,  as enumerated  above,  Company will pay
Employee,  in lieu of any other  payment,  Employee's  Base  Salary  and  earned
benefits to the effective date of termination.

                  (d)  Without  Cause.  At any time  after the  commencement  of
employment,  the Company  may,  without  cause,  terminate  this  Agreement  and
Employee's employment hereunder, effective ninety (90) days after written notice
is provided to Employee.  Employee may only be  terminated  without cause by the
Company during the Term hereof if such  termination is approved by the Company's
Board of Directors.  Should Employee be terminated by the Company without cause,
Employee  shall  receive  from the  Company,  in a lump-sum  payment  due on the
effective  date of  termination,  an amount  equal to six (6) months of his base
salary then in effect which six month period shall be measured from when written
notice is provided to Employee.

                  (e)  Termination  by  Employee  Without  Cause.  Employee  may
terminate  his  employment  with the Company upon ninety (90) days prior written
notice  to  the  Company.  If  Employee  resigns  or  otherwise  terminates  his
employment,  Company will pay Employee, in lieu of any other payment, Employee's
Base Salary that has actually accrued to the date of termination.

                  (f)  Termination  by Employee  for Good  Reason.  Employee may
terminate  his  employment  hereunder for "Good  Reason." As used herein,  "Good
Reason"  shall mean the  continuance  or failure to cure of any of the following
after  thirty  (30) days'  prior  written  notice by  Employee  to the  Company,
specifying  the basis for such  Employee's  having Good Reason to terminate this
Agreement:

                           (i)  The   assignment   to  Employee  of  any  duties
materially  and  adversely  inconsistent  with the  position of chief  financial
officer of the Company;

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                           (ii)  The  failure  by  the  Company  to  permit  the
Employee  (a) to  participate  in any bonus or other  cash or  equity  incentive
compensation plan, program or arrangement made generally available to the senior
executive  officers  of the  Company  and  (b) to  have  performance  goals,  if
applicable,  and  target  bonus or other  incentive  awards  under any such plan
program or arrangement that are reasonable in relation to the performance  goals
and awards established for the other participating executive officers;

                           (iii)  The  failure  by the  Company  to  permit  the
Employee to participate  in any retirement  plan or arrangement or any insurance
or other welfare  benefit plan or arrangement  made  generally  available to the
senior  executive  officers of the Company on a basis  reasonable in relation to
the basis on which the other  executive  officers of the Company are eligible to
participate;

                           (iv)  The  relocation  of the  site  from  which  the
Employee is to perform  his  principal  duties or  relocation  of the  Company's
principal  executive  offices  to  any  place  outside  of the  Tulsa,  Oklahoma
metropolitan area; or

                           (v) The failure by the surviving or successor  entity
in any merger, consolidation, reorganization or similar transaction in which the
Company is not the  surviving  entity to assume or  otherwise  be liable for the
obligations of the Company under this Agreement.

In the event of any dispute with respect to the  termination by the Employee for
Good  Reason,  such  dispute  shall be resolved  pursuant to the  provisions  of
Section  11.5  below.  In the event that it is  determined  that Good Reason did
exist,  the Company  shall pay all amounts and damages to which  Employee may be
entitled  as a  result  of  such  breach,  including  interest  thereon  and all
reasonable  legal fees and  expenses  and other  costs  incurred  by Employee to
enforce his rights hereunder.  Should Employee terminate his employment for Good
Reason,  Employee shall receive from the Company,  in a lump-sum  payment due on
the effective date of termination, six (6) months of his base salary at the rate
then in effect.

                  (g) Effect of Termination.  Upon termination of this Agreement
all rights and  obligations  of the Company and of Employee under this Agreement
shall cease as of the effective  date of  termination,  except that  obligations
under  paragraphs  5, 6, 7, 8, 9, 11.5,  11.7 and 11.8 herein shall survive such
termination in accordance with their terms.

         5.  SEVERANCE  PAYMENT  ON CHANGE  OF  CONTROL.  In the event  that (i)
a "change in control" (as  hereinafter defined)  of the Company  occurs and (ii)
either  Employee's  employment  is  terminated,   Employee  is  assigned  duties
materially  and  adversely  inconsistent  with the  position of chief  financial
officer of the Company or Employee is asked to move, or the Company's  principal
executive  offices are relocated,  outside of the Tulsa,  Oklahoma  metropolitan
area,  then Employee shall receive from Company a lump-sum  payment equal to one
year's  base  salary at the rate then in effect.  The  payment  shall be made to
Employee  fifteen (15) days after written notice to Company from Employee of his
entitlement to the lump-sum payment described herein.

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         A "Change in Control" of the Company  shall have occurred if, after the
effective date of the Plan, (i) an Acquiring Person (other than the Company, any
subsidiary,  any employee  benefit plan of the Company or of any subsidiary,  or
any person or entity  organized,  appointed or established by the Company or any
subsidiary  for or pursuant to the terms of any such  plans),  alone or together
with its Affiliates and  Associates,  shall become the beneficial  owner of more
than fifty percent (50%) of the voting power of the capital stock of the Company
then  outstanding,  and (ii) the  Continuing  Directors  no longer  constitute a
majority of the Board.

         "Acquiring Person" means any person (any individual,  firm, corporation
or other entity) who or which together with all Affiliates and Associates, shall
be the beneficial owner of more than fifty percent (50%) of the Company's Common
Stock.  "Affiliate" and "Associate" shall have the respective  meanings ascribed
to such  terms in Rule  12b-2 of the  General  Rules and  Regulations  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act").  "Continuing
Director"  means (i) any  individual  who is a member of the  Board,  while such
individual  is a member of the  Board,  who is not an  Acquiring  Person,  or an
Affiliate or Associate of an Acquiring Person, or a representative or nominee of
an Acquiring  Person or of any such  Affiliate or Associate  and was a member of
the Board prior to the  occurrence  of the Change in Control  date,  or (ii) any
successor  of a  Continuing  Director,  while such  successor is a member of the
Board, and who is not an Acquiring Person, or an Affiliate or Associate,  and is
recommended or elected to succeed the  Continuing  Director by a majority of the
Continuing Directors.

         6.  BUSINESS  RECORDS.  All  business  records  prepared or utilized by
Employee in providing  services  will, at all times,  remain the property of the
Company.

         7.  NON-SOLICITATION  OF CUSTOMERS  AND VENDORS.  Employee  agrees that
during the  continuance  in force of this  Agreement and for a period of one (1)
year following the termination of this Agreement, Employee will not, without the
prior written consent of Company  identifying such customer or vendor,  directly
or  indirectly,  personally,  or as  principal,  agent,  employee,  shareholder,
partner,  consultant  or trustee of any company,  firm,  enterprise or business,
solicit,  sell, call upon or otherwise contact any customer or vendor of Company
or any  subsidiary or affiliate of Company or any person who has been in contact
with  Company or any  subsidiary  or  affiliate of Company with respect to their
business,  for the purpose of selling and providing the same or similar services
provided or offered by Company or any subsidiary or affiliate of Company to such
customers,  vendors or  prospective  customers and vendors.  In addition for the
same time period, Employee will not be employed by, extend financial or business
assistance to or handle patronage for any company,  firm, enterprise or business
which solicits, sells, calls upon or otherwise contacts such customers,  vendors
or  prospective  customers  and  vendors  for the purpose of selling the same or
similar products or services provided or offered by Company to such persons. The
identity of customers,  vendors or prospective  customers and vendors of Company
and its  subsidiaries  and  affiliates  shall  be  determined  as of the time of
termination of this Agreement.

         8.   CONFIDENTIALITY.   Employee  agrees  to  regard  and  preserve  as
confidential  at all times during his employment with the Company and thereafter
all  Confidential  Information  (as defined  below)  pertaining to the Company's
business  that has been or may be  obtained  by

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Employee  in the  course of his  employment  with  Company  whether  he has such
information in his memory or in writing or other  physical  form.  Employee will
not,  without  written  authority  from Company to do so, use for his benefit or
purposes,  or disclose to others for any reason,  either  during the term of his
employment hereunder or thereafter,  except as required by the conditions of his
employment hereunder,  any Confidential  Information connected with the business
of Company.  This provision shall not apply after the  Confidential  Information
has been  voluntarily  disclosed  to the  public,  independently  developed  and
disclosed by others, or otherwise enters the public domain through lawful means.

                  For  purposes of this  Agreement,  "Confidential  Information"
shall mean any  information  relating  to the  business of Company or any of its
subsidiaries  or affiliates  that has not previously  been publicly  released by
duly authorized  representatives  of Company and shall include (but shall not be
limited to) Company information  encompassed in all plans,  proposals,  computer
programs,  business,  marketing  and  sales  plans  and  strategies,   financial
information,  costs,  research  information,  pricing information,  customer and
vendor  identity,  records,  files and information,  and all methods,  concepts,
information, knowledge and ideas reasonably related to the business of Company.

         9.  INDEMNIFICATION.  In the  event  Employee  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 Company
against Employee),  by reason of the fact that he is or was performing  services
under this Agreement,  the Company shall indemnify Employee against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement, as
actually and  reasonably  incurred by Employee in connection  therewith.  In the
event  that  both  Employee  and  the  Company  are  made a  party  to the  same
third-party action, complaint, suit or proceeding,  the Company agrees to engage
competent   legal   representation,   and  Employee   agrees  to  use  the  same
representation,  provided  that if counsel  selected by the Company shall have a
conflict of interest  that  prevents  such counsel from  representing  Employee,
Employee may engage  separate  counsel and the Company shall pay all  reasonable
attorneys' fees of such separate counsel. Further, while Employee is expected at
all times to use his best efforts to faithfully  discharge his duties under this
Agreement,  Employee  shall not be held  liable  to the  Company  for  errors or
omissions  made in good faith where  Employee has not exhibited  willful  and/or
deliberate  malfeasance or performed  criminal and fraudulent  acts which damage
the business of the Company.

         10. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company that the execution of this  Agreement by Employee and his  employment by
the Company and the performance of his duties hereunder will not violate or be a
breach of any agreement  with a former  employer,  client or any other person or
entity.  Further,  Employee  agrees to  indemnify  the  Company  for any  claim,
including, but not limited to, attorneys' fees and expenses of investigation, by
any such third party that such third party may now have or may hereafter come to
have  against  the  Company  based  upon or arising  out of any  non-competition
agreement,  invention or secrecy agreement between Employee and such third party
which was in existence as of the date of this Agreement.

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         11.      MISCELLANEOUS.

                  11.1 Assignment;  Binding Effect. Employee understands that he
has been  selected  for  employment  by the Company on the basis of his personal
qualifications,  experience and skills.  Employee agrees,  therefore,  he cannot
assign all or any portion of his performance  under this  Agreement.  Subject to
the preceding, this Agreement shall be binding upon, inure to the benefit of and
be  enforceable  by  the  parties  hereto  and  their  respective  heirs,  legal
representatives, successors and assigns.

                  11.2 Complete  Agreement.  This  Agreement is not a promise of
future  employment.  Employee  has no oral  representations,  understandings  or
agreements with the Company or any of their  respective  officers,  directors or
representatives covering the same subject matter as this Agreement. This written
Agreement is the final,  complete and exclusive  statement and expression of the
agreement  between  the  Company  and  Employee  and of all  the  terms  of this
Agreement, and it cannot be varied,  contradicted or supplemented by evidence of
any prior or contemporaneous oral or written agreements.  This Agreement may not
be later  modified  except by a  further  writing  signed  by a duly  authorized
officer of the Company and Employee, and no term of this Agreement may be waived
except by writing signed by the party waiving the benefit of such term.

                  11.3  Notice.  All  notices,   requests,   demands  and  other
communications  hereunder shall be given in writing and shall be: (a) personally
delivered;  (b) sent by telecopier,  facsimile  transmission or other electronic
means of  transmitting  written  documents;  or (c) sent to the parties at their
respective  addresses  indicated  herein by registered or certified  U.S.  mail,
return  receipt  requested and postage  prepaid,  or by private  overnight  mail
courier  service.  The  respective  addresses  to be used for all such  notices,
demands or requests are as follows:

                  To the Company:   Heartsoft, Inc.
                                    3101 N. Hemlock Circle
                                    Broken Arrow, OK  74012
                                    Attn: Benjamin Shell, Chairman

                  To Employee:      Rodger Graham
                                    11234 S. Franklin
                                    Jenks, OK  74037


If personally  delivered,  such  communication  shall be deemed  delivered  upon
actual receipt.  If electronically  transmitted  pursuant to this Section,  such
communication shall be deemed delivered the next business day after transmission
(and sender  shall bear the burden of proof of  delivery);  if sent by overnight
courier pursuant to this Section,  such communication  shall be deemed delivered
upon  receipt,  and if  sent  by  U.S.  mail  pursuant  to  this  Section,  such
communication  shall be deemed delivered as of the date of delivery indicated on
the receipt issued by the relevant postal service, or, if the addressee fails or
refuses to accept delivery, as of

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the date of such failure or refusal.  Any party to this Agreement may change its
address  for  the  purposes  of this  Agreement  by  giving  notice  thereof  in
accordance with this Section.

                  11.4 Severability;  Headings. If any portion of this Agreement
is held invalid or  inoperative,  the other portions of this Agreement  shall be
deemed valid and  operative  and, so far as is reasonable  and possible,  effect
shall  be  given  to the  intent  manifested  by the  portion  held  invalid  or
inoperative. The section headings herein are for reference purposes only and are
not  intended in any way to describe,  interpret,  define or limit the extent or
intent of the Agreement or of any part hereof.

                  11.5 Resolution of Disputes

                  (a) Arbitration. Any dispute, controversy or claim arising out
of or relating to this Agreement or the negotiation  hereof or entry hereunto or
any contract or agreement entered into pursuant hereto or the performance by the
parties of its or their  terms shall be settled by binding  arbitration  held in
Tulsa,  Oklahoma,  in accordance  with the Commercial  Arbitration  Rules of the
American  Arbitration   Association  then  in  effect,  except  as  specifically
otherwise  provided in this Section  11.5.  This Section 11.5 shall be construed
and enforced in accordance with the Federal Arbitration Act, notwithstanding any
other choice of law provision in this Agreement. Notwithstanding the foregoing:

                           (i) Any party hereto may, in its discretion, apply to
a court of competent  jurisdiction  for equitable  relief.  Such an  application
shall not be deemed a waiver of the right to compel arbitration pursuant to this
Section 11.5.

                  (b)  Arbitrators.  The panel to be appointed  shall consist of
three neutral arbitrators mutually acceptable to the parties.

                  (c) Procedures.  The arbitrators shall allow such discovery as
the arbitrators  determine appropriate under the circumstances and shall resolve
the dispute as  expeditiously  as  practicable,  and if reasonably  practicable,
within one hundred twenty (120) days after the selection of the arbitrators. The
arbitrators  shall give the parties  written  notice of the  decision,  with the
reasons  therefor  set out,  and  shall  have  thirty  (30) days  thereafter  to
reconsider  and modify such  decision  if any party so requests  within ten (10)
days after the decision.

                  (d) Authority.  The arbitrators  shall have authority to award
relief under legal or equitable  principles,  including  interim or  preliminary
relief,  and to allocate  responsibility for the costs of the arbitration and to
award recovery of attorneys fees and expenses in such manner as is determined to
be appropriate by the arbitrators.

                  (e) Entry of Judgment. Judgment upon the award rendered by the
arbitrators  may be entered in any court having in personam  and subject  matter
jurisdiction. Company and Employee hereby submit to the in personam jurisdiction
of the  Federal  and  State  courts  in  Tulsa,  Oklahoma,  for the  purpose  of
confirming any such award and entering judgment thereon.

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                  (f) Confidentiality.  All proceedings under this Section 11.5,
and all evidence  given or discovered  pursuant  hereto,  shall be maintained in
confidence by all parties and by the arbitrators.

                  (g) Continued  Performance.   The  fact   that   the   dispute
resolution  procedures  specified in this Section 11.5 shall have been or may be
invoked shall not excuse any party from  performing its  obligations  under this
Agreement  and during the  pendency  of any such  procedure  all  parties  shall
continue to perform their respective  obligations in good faith,  subject to any
rights to terminate this Agreement that may be available to any party.

                  (h) Tolling.  All applicable  statutes of limitation  shall be
tolled while the  procedures  specified  in this  Section 11.5 are pending.  The
parties will take such action, if any, required to effectuate such tolling.

                  11.6 Governing  Law. This  Agreement  shall in all respects be
construed according to the laws of the State of Delaware (including conflicts of
laws principles).

                  11.7   Counterparts.    This   Agreement   may   be   executed
simultaneously 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.

                  11.8  Attorneys'  Fees.  In the  event  of any  litigation  or
arbitration  arising under or in connection with this Agreement,  the prevailing
party shall be entitled to reasonable attorneys' fees as determined by the court
or  arbitration  panel,  as the  case  may be.  Each  party  to  this  Agreement
represents  and  warrants  that  it  has  been  represented  by  counsel  in the
negotiation and execution of this Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                     COMPANY:

                                     Heartsoft, Inc.
                                     a Delaware corporation


                                     /s/ Benjamin Shell
                                     -------------------------------------------
                                     By:  Benjamin Shell, Chairman and President


                                    EMPLOYEE:

                                    /s/ Rodger Graham
                                    --------------------------------------------
                                    Rodger Graham


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