EXHIBIT 10.35
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                              ENGAGEMENT AGREEMENT


This Engagement Agreement shall fully outline the proposal from Heartsoft, Inc.
regarding the promotion and employment of Dana Swift to the position of the
Chief Technology Officer, Heartsoft, Inc.

Position and Commitment Date: Dana Swift ("Swift") shall be promoted and
employed as the Chief Technology Officer of Heartsoft, Inc.(the "Company"), and
such employment shall commence retroactively as of September 1, 2,000.

Salary. Swift shall be paid a base salary of $100,000 per year, to be paid
biweekly by the company.

Promotion Bonus. The company shall pay Swift a promotion bonus of $5,000 upon
execution of this Engagement Agreement.

Grant of Stock: The company shall grant Swift a promotion bonus of 25,000 shares
of the Company's restricted common stock upon execution of this Engagement
Agreement and will further grant Swift an additional bonus of 25,000 shares of
the Company's restricted common stock upon the six-month anniversary of this
signed Agreement.

Stock Bonus: On the first, second, and third anniversary of his employment,
Swift shall receive a stock bonus of 100,000 shares of the Company's restricted
Common stock. If Swift completes three years of employment with the Company, he
will receive a total of 300,000 shares of the Company's restricted Common stock
under the terms of Paragraph 5.

In the event of a change of control of Heartsoft, Inc. such as the acquisition
of a majority interest of the Company, all shares of stock available for
issuance under Paragraph 5, herein, totaling an aggregate of 300,000 shares
shall fully vest and be made available to Swift prior to or during the change of
control.

Benefits: The Company shall continue to provide to Swift reasonable medical,
life, and dental insurance similar to coverage currently provided to Swift and
other executive level managers of the Company. These benefits shall be provided
at no cost to Swift.

Vacation: The Company shall provide Swift with a minimum of four (4) weeks of
paid vacation per year. Such vacation time will be a) subject to approval by
Swift's immediate supervisor and shall be granted at his request provided the
Company is given at least one week notice, and b) does not create any undo
hardship to the Company relative to Swift's normal responsibilities or project
dead-lines.

Computer Equipment: The Company shall provide Swift with reasonable and current
computer equipment and high-speed Internet service as required for his home
office and commuting needs.

Car Allowance: The company shall provide Swift with a monthly car allowance of
$400 per month during the term of his employment under this Agreement.
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Supervisor: Swift shall report directly to the President or Chief Executive
Officer of the Company, and will work laterally with the VP of Sales and
Marketing and Chief Financial/Operating Officer or any other corporate officers
who may be hired at the executive management level in the future.

Termination for Cause. In the event that the Company shall terminate Swift 's
employment with cause, (minimally defined as substantial insubordination,
repetitive abuse of published Company policies, excessive absenteeism, failure
to perform reasonably assigned job tasks, or conviction of a felony of any
kind), the Company shall pay Swift through the date of his termination, and the
Company shall have no further obligation hereunder.

Termination Without Cause. In the event that the Company terminates Swift's
employment without cause, the Company shall pay Swift an amount equal to six (6)
month's salary, paid biweekly, and the Company shall have no further obligation
hereunder.

Other Benefits: The Company shall provide other benefits including, but not
limited to holidays and sick leave which are customarily provided to other
employees of the Company at the executive management level.


HEARTSOFT, INC.

/s/ Benjamin P. Shell
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Benjamin P. Shell, Chief Executive Officer


Approved and accepted this 6th of October, 2000.

/s/ Dana Swift
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Dana Swift