Exhibit 10.35
               Amendment to Amend and Restate Employment Contract
                   F. Willard Griffith II Dated March 19, 1988

         In accordance with the Board of Directors  Consent,  dated May 22, 1998
and the Board of Directors meeting on March 6, 1998, the Employment  Contract of
F.  Willard   Griffith,   II,  Chairman  and  Chief  Executive   Officer  of  GC
International, Inc. is hereby amended as follows:
         Paragraph 2 "Term" is extended to expire July 1, 2008.
         Paragraph 3 (A)1 is amended to increase  the current  salary being paid
as of May 22,  1998,  by $1,000 per week  effective  with the payroll on July 1,
1998.
         Paragraph  3 (A)2  is  hereby  amended  as  follows.  Not  withstanding
anything else contained herein to the contrary,  the profit bonus of Paragraph 3
(A)2 shall be paid on the  pre-tax,  pre-bonus  profit of the company  including
extraordinary  profits  generated  from the  settlement of debt.  This amendment
shall  include  bonuses  calculated  from fiscal  years 1991 through the present
date.
         Paragraph 3(C) is hereby amended as follows. Not withstanding  anything
to the contrary contained herein,  reimbursable  expenses include utilities paid
by employee for the  maintenance  of an office in employees home which office is
maintained at the pleasure of the company.
         Paragraph 7 (A) is deleted.
         Paragraph  7(A) is added as follows.  Not  withstanding  anything  else
contained herein to the contrary, in the event of the death of the employee, the
employee's  estate or  beneficiary  shall be  entitled  to all of the salary and
bonus benefits contained in this contract for the remaining term of the contract
reduced only by the amount of death benefit  payable (if any) in accordance with
the Death Benefit Agreement.
         Paragraph 7 (B) (1)(i) of the contract shall be amended as follows. Not
withstanding  anything else  contained  herein to the contrary,  in the event of
disability  of the  employee,  employee will be entitled to receive all salaries
and bonuses  payable  under this contract  until the death of the employee,  and
this contract is automatically extended until such death.
         Paragraphs 7(B)(1)(ii) and 7B(2) are deleted.
         The foregoing  modifications are accepted to the contract effective May
22, 1998.

GC INTERNATIONAL, INC.:                     Accepted by Employee:


/s/ Richard R. Carlson    6-17-98          /s/ F. Willard Griffith, II  6-17-98
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    Richard R. Carlson      Date               F. Willard Griffith, II   Date
    President