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                                                             EXHIBIT 10.35
                                                          October 20, 1995

Mr. Brian Dearing
No. 2, Hartfield Drive
Beaconsfield, Bucks HP9 1AA
ENGLAND

Dear Brian:

On behalf of the Board of Directors of ARI Network Services, I am pleased to
extend you an offer for the position of President and Chief Executive Officer
of the Company on the following terms and conditions:

Position: As Chief Executive Officer and President, you will report directly to
the Board of Directors. You will be appointed as a member of the Board of
Directors as long as you serve as President and CEO. The commencement date of
your employment will be on or before November 14, 1995.

Base Salary: You will receive a base salary at the rate of $12,500 per month
(an annualized rate of $150,000) at such times as ARI's payroll obligations are
normally paid. The Board will review your salary on an annual basis.

Executive Bonus Plan: The terms of your bonus will be agreed by you and the
Board and will be based upon meeting business plan objectives. The intent of
the Board is to implement the plan within ninety days of your commencement date.
The plan will be defined such that you may earn up to $50,000 in bonus cash
compensation in your first year of employment if you achieve 100% of selected
milestones outlined in the business plan. The bonus plan will include
additional upside cash bonus for achievement beyond the plan targets.

Equity Participation: Upon commencement of your employment, you will be
granted options to purchase three hundred fifty thousand (350,000) shares of
the Company's common stock at a price per share which will be equal to the
midpoint between ask and bid on the date of offer acceptance.

Vesting: Upon commencement of your employment, your options will vest over a
three (3)-year period with thirty-three and one-third (33-1/3) percent vesting
occurring at the end of
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Mr. Brian Dearing
October 20, 1995
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twelve (12) months continuous employment. Following the first twelve (12)
months of continuous employment, vesting of the remaining options will occur at
the rate of one thirty-sixth per month for the following twenty-four months, at
the conclusion of which you will become fully vested.

Severance: For involuntary termination for any reason within twenty-four (24)
months following the commencement of your employment,  or following a decision
by the Board to sell, merge or liquidate the Company within eighteen (18)
months of the commencement of your employment, you will receive full salary
continuance and company-paid medical/dental insurance benefits for nine (9)
months. 

For voluntary termination for any reason other than the above Board actions
within twenty-four (24) months of the commencement of your employment, you will
receive your salary and medical/dental insurance benefits through the earlier
of the end of the month following your termination, or the date on which you
start new employment.

Relocation Expenses: You will be reimbursed for the following relocation
expenses: (1) Moving costs for all standard household items from the UK and
Columbus, Ohio; (2) all new home closing costs with a maximum of two (2)
points; (3) temporary housing/living expenses for you and your family for a
maximum of ninety (90) days from commencement of employment; (4) two-house
hunting trips for two people, and (5) interim storage of household items moved
from the UK for up to ninety (90) days. We ask that you obtain quotes for
moving from several vendors, and we will mutually agree on the selection of the
ultimate vendor.

Miscellaneous Expenses: You will receive a cash allowance of up to $20,000 to
cover additional specific, pre-approved, out-of-pocket expenses associated with
your move, such as (1) penalty for early withdrawal from private schools; (2)
early termination of home lease in the United Kingdom; and (3) reimbursement
for your expatriate income tax preparation for 1995.

Income Gross-up: Income gross-up, in an amount not to exceed $10,000, to offset
tax liability that may be incurred for reimbursement of relocation and/or
temporary housing/living expenses.

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Mr. Brian Dearing
October 20, 1995
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Insurance: You and your dependents will be eligible to participate in ARI's
benefits plan to be delivered under separate cover.

General: You will be required to sign the Company's confidentiality agreement
and bring documentation for completion of the I-9 (employment verification)
form. Your employment with ARI is "at will," which means that either party can
terminate the relationship at any time for any reason with or without 
notice.

Brian, we are pleased to have you join our team, and we look forward to working
with you to build a great company. Please indicate your acceptance to these
terms by signing below and returning one original to the Company.

Very truly yours,

/s/ Richard W. Weening

Richard W. Weening
Chairman


Accepted:  /s/ Brian E. Dearing          Date: October 24, 1995
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