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                                                                   Exhibit 10.35

                                    [LOGO]


October 7, 1999

Hagi Schwartz
745 Moreno Ave.
Palo Alto, CA 94303


Dear Hagi,

NOOSH, Inc. (the "Company") is pleased to offer you the position of Vice
President Finance and Chief Financial Officer, reporting to NOOSH's CEO. Your
starting monthly salary will be $12,916 less payroll deductions and all required
withholding.

You will also receive a sign on bonus of $65,000 to be paid within the first
month after your start date as an employee of NOOSH. Please note that the sign
on bonus provided will constitute income to you, and will, therefore, be subject
to withholding.

It will further be recommended to the Board of Directors that you be granted a
stock option to purchase 300,000 shares of Common Stock. Your option will be
subject to a four year vesting schedule, with vesting to commence as of your
start date as an employee under this agreement. Also, you will be eligible to
receive an additional 30,000 shares of common stock under NOOSH's Employee Stock
option plan to be granted one year from your hire date and an additional 30,000
shares the second year after your hire date. Eligibility to be granted these
additional options of common stock will be based on NOOSH meeting its business
plan. Under the vesting schedule, your shares under your initial option would
vest at the rate of 25% upon completion of the first year of employment, with an
additional 2.0833% of such shares vesting for each full month of continuous
employment completed after the first anniversary.  The additional options are
expected to vest at the rate of 2.0833% for each full month of continuous
employment completed after the date of grant.  Notwithstanding the above,
however, all of the shares subject to your options will vest automatically upon
the consummation of a sale of all or substantially all of the assets of the
Company or a merger of the Company with or into another corporation in which the
stockholders of the Company immediately before the transaction do not own,
directly or indirectly, a majority of the Company or the surviving entity
immediately following the transaction.  Also, if your employment with the
Company is terminated by the Company without "cause" (as defined below) or
voluntarily, you will be deemed to have completed six (6) additional months of
continuous employment solely for the purpose of calculating the percentage of
shares subject to your options which are vested.  The exercise price of your
stock options will not be fixed until the date of grant by the Board of
Directors. We expect that the grant of the initial option will occur during the
two weeks following your start date. The exercise price for your options would
be set equal to the fair market value of NOOSH's stock on the grant date.

NOOSH also offers a benefits package, including medical insurance coverage, two
weeks of vacation annually, and sick leave and paid holidays as specified by
Company policy for all employees.

Your employment with NOOSH is for no specified term and is "at will," and may be
terminated by you or NOOSH at any time, with or without cause or advance notice.
However, if the Company terminates

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your employment without cause or voluntarily under this agreement then, during
the six (6) month period following the termination date, you will be entitled to
receive (i) continued payments on the Company's standard payroll dates at the
rate of $ 12,916 per month, net of withholding, and (ii) reimbursement of COBRA
payments required to continue your personal medical insurance coverage during
such six (6) month period. You shall not be entitled to any such benefits if
your employment is terminated by the Company for cause or by you voluntarily.
For these purposes, "cause" will be defined to mean (i) your violation of any
material provision of the Inventions Agreement (as defined below), (ii) any act
of theft or dishonesty, (iii) any immoral or illegal act which has a detrimental
effect on the business or reputation of the company or its affiliates. You agree
that the benefits stated in this paragraph shall be your sole and exclusive
remedy for any damages or injury arising out of or related to any termination of
your employment by the Company.

This offer letter, the Company's standard agreement relating to proprietary
rights between you and NOOSH (the "Inventions Agreement"), and the form of
option agreements between you and NOOSH (relating to your option grants
described above), will  set forth the terms of your employment with the Company.
This letter also supersedes any prior representations or agreements, whether
written or oral.  As required by law, this offer is subject to proof of your
right to work in the United States. This letter may not be modified or amended,
except by a written agreement signed by the Company and you.

Hagi, NOOSH is an exciting, dynamic, and growing company.  We believe this
position will provide you with an excellent opportunity for professional growth
in a very unique culture. NOOSH feels the single most important factor in our
success will be our people.  We are pleased to extend this offer to join our
company, and confident that the skills and background you bring to this position
will be instrumental to NOOSH's success.

Please review this offer letter, keep a copy of this document and return the
signed original offer letter to me by October 11, 1999.  As we've discussed, we
look forward to your joining our team on or before October 21, 1999.

Sincerely,


/s/ Ofer Ben-Shachar
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Ofer Ben-Shachar
President and CEO
NOOSH, INC.



______________________________________________________________________
I agree to and accept this offer of employment with NOOSH, Inc.


/s/ Hagi Schwartz                               October 18, 1999
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Hagi Schwartz                                   Start Date

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