EXHIBIT 10.34
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                 FUNCTIONAL MANAGEMENT TEAM EMPLOYMENT AGREEMENT


THIS AGREEMENT is made between EXTENDED SYSTEMS OF IDAHO, INCORPORATED (ESI) and
____________David Willis________ (EMPLOYEE) for the employment of EMPLOYEE by
ESI.

IT IS AGREED BETWEEN THE PARTIES:

1.    EMPLOYMENT: ESI hereby hires EMPLOYEE and EMPLOYEE accepts employment with
      ESI as ____VP of North America Sales_____________.

2.    TERMS OF EMPLOYMENT: This Agreement shall commence the _____27th__ day of
      __October_, ___2003 and shall continue until terminated by either party
      pursuant to paragraph five.

3.    COMPENSATION: The EMPLOYEE shall receive as compensation for his/her
      services the amount of __$10,834_ per __month based on full-time
      employment (which amount may be increased from time to time, "Base
      Salary") plus all employee benefits as set forth in the current issue of
      the Extended Systems Employee Handbook.

4.    DUTIES OF EMPLOYEE: EMPLOYEE shall have the duties and authority as set
      forth in the job description.

5.    VACATION: EMPLOYEE shall accumulate paid vacation as set forth in Extended
      Systems Time-Off Policy.

6.    TRAVEL EXPENSES: EMPLOYEE shall be reimbursed for all authorized travel
      and lodging expenses.

7.    FRINGE BENEFITS: Fringe benefits shall be provided by ESI as set forth in
      the Extended Systems Employee Handbook, which is located on the HR
      Intranet. I understand that I am responsible for familiarizing myself with
      the contents of the handbook. I understand that the contents in the
      Employee Handbook are subject to change at Extended Systems' discretion
      and do not create any contractual commitments by the Company. __dw__
      (Employee Initials)

8.    DRUG AND ALCOHOL  POLICY:  EMPLOYEE  agrees to abide by the terms of the
      Extended  Systems Drug and Alcohol  Policy.  Receipt of Drug and Alcohol
      Policy is hereby acknowledged.     dw       (Employee Initials).
                                      ----------

9.    NON-DISCLOSURE AGREEMENT:  EMPLOYEE agrees to abide by the terms of the
      Extended Systems Non-Disclosure Agreement.

10.   INSIDER TRADING POLICY: EMPLOYEE agrees to abide by the terms of Extended
      Systems' Insider Trading Policy.

11.   NOTICE OF TERMINATION: With or without good cause either party may
      terminate this agreement by giving fourteen (14) days written notice to
      the other party. Termination of this Agreement shall not terminate the
      NONDISCLOSURE AGREEMENT between the parties.

12.   SEVERANCE. (a) Termination Without Cause; Constructive Termination. Except
      as provided in Section 12(b), in the event EMPLOYEE is terminated without
      cause, or in the event any of the following events occur without
      EMPLOYEE'S consent: (i) EMPLOYEE is relocated; (ii) EMPLOYEE'S overall
      compensation package (including but not limited to salary, bonus,
      commission structure, fringe benefits, perquisites, and vacation time) is
      detrimentally changed or modified other than in connection with a general
      change in compensation for all ESI employees or for all ESI employees in
      any group or classification that includes EMPLOYEE (provided that any
      reduction in compensation is made as a result of a decline in ESI's
      economic conditions, is temporary, and is no greater than twenty percent
      (20%) of Base Salary); or (iii) EMPLOYEE'S position within ESI (including
      EMPLOYEE'S officer status with ESI or its parent), or any of the duties,
      responsibilities or requirements of EMPLOYEE'S position, are substantially
      changed or modified, THEN EMPLOYEE shall be entitled to receive the
      following: (A) an amount equal to six (6) months of Base Salary at
      EMPLOYEE'S then current Base Salary; (B) $3,000.00 in lieu of fringe
      benefits; (C) all salary, vacation time and other benefits earned and
      accrued to the date of termination; and (D) a pro rata bonus for the year
      in which termination occurs assuming the EMPLOYEE would have received a
      bonus. In order to receive the severance payment under this Section 12(a),
      EMPLOYEE must execute a mutually agreeable form of "Release of All

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      Employment Claims." Participation in all stock option plans, stock
      purchase plans, and other company personnel benefits shall cease on the
      EMPLOYEE'S date of termination, subject to the specific provisions of
      option agreements or plans that may extend EMPLOYEE'S rights beyond the
      date of termination.

      (b) Change in Control. Notwithstanding the foregoing, if within 12 months
      following a Change in Control, EMPLOYEE is terminated for any reason other
      than for cause or any of the following events occur without EMPLOYEE'S
      consent: (i) EMPLOYEE is relocated; (ii) any component of EMPLOYEE'S
      compensation package (including but not limited to salary, bonus,
      commission structure, fringe benefits, perquisites, and vacation time) is
      detrimentally changed or modified; or (iii) EMPLOYEE'S position within the
      surviving entity, or any of the duties, responsibilities or requirements
      of EMPLOYEE'S position, are changed or modified in relation to EMPLOYEE'S
      position within ESI (including EMPLOYEE'S officer status with ESI or its
      parent), THEN EMPLOYEE shall be entitled to receive the following: (A) an
      amount equal to twelve (12) months of Base Salary at EMPLOYEE'S then
      current Base Salary; (B) $6,000 in lieu of fringe benefits; (C) all
      salary, vacation time and other benefits earned and accrued to the date of
      termination; and (D) a pro rata bonus for the year in which termination
      occurs assuming the EMPLOYEE would have received a bonus. In order to
      receive the severance payment under this Section 12(b), EMPLOYEE must
      execute a mutually agreeable form of "Release of All Employment Claims."
      Furthermore, all unvested ESI stock options held by EMPLOYEE shall
      automatically vest upon termination (or the occurrence of an event
      described in Sections 12(b)(i)-(iii)) and, on or before the ninetieth
      (90th) day following termination (or the triggering event, as the case may
      be), EMPLOYEE shall have the option, exercisable by delivery of written
      notice of exercise to ESI or its successor, of converting any incentive
      stock options into nonqualified stock options with an exercise period
      extending until the earliest of twenty-four (24) months following such
      date, or the expiration date of such option.

      For purposes of this Agreement, a "Change In Control" shall mean the
      occurrence of any of the following events:

                        A third "person," including a "group," but excluding an
                        existing stockholder of ESI who is the "beneficial
                        owner" (as these terms are defined in or for the
                        purposes of Section 13(d) of the Securities Exchange Act
                        of 1934, as amended, and as in effect on the date
                        hereof) of more than 20% of the total number of votes
                        that may be cast for the election of directors of ESI,
                        (A) becomes the beneficial owner of shares of ESI having
                        more than 50% of the total number of votes that may be
                        cast for the election of directors of ESI, or (B)
                        otherwise is able to appoint, designate or control, by
                        proxy, agreement or otherwise, a majority of the
                        directors of ESI;

                        The merger or consolidation of ESI with or into any
                        other corporation or entity or the merger or
                        consolidation of any other corporation or entity into or
                        with ESI, in which case those persons who are
                        stockholders of ESI immediately prior to such merger or
                        consolidation do not receive, as a result of such merger
                        or consolidation, more than 50% in voting power of the
                        outstanding capital stock of the surviving corporation;
                        or

                        Any sale or transfer in a single transaction or series
                        of related transactions of more than 50% of fair market
                        value of ESI's assets.

      Notwithstanding the above, ESI and EMPLOYEE acknowledge that this Section
      12(b) shall be triggered and EMPLOYEE shall be entitled to severance
      thereunder if after execution of a definitive agreement but prior to the
      actual closing of a Change in Control, EMPLOYEE is terminated in relation
      to the Change in Control.

      Payments. Severance payments may be paid in one lump sum or in
      installments at the option of EMPLOYEE.

      Excess Parachute Payments. If any portion of the payments or benefits
      under this Agreement or any other agreement or benefit plan of the Company
      (including stock options) would be characterized as an "excess parachute
      payment" to the Employee under Section 280G of the Internal Revenue Code
      of 1986, as amended (the "Code"), the Employee shall be paid any excise
      tax that the Employee owes under Section 4999 of the Code as a result of
      such characterization, such excise tax to be paid to the Employee at least
      ten (10) days prior to the date that he or she is obligated to make the
      excise tax payment. The determination of whether and to what extent any

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      payments or benefits would be "excess parachute payments" and the date by
      which any excise tax shall be due, shall be determined by recognized tax
      counsel selected by ESI and reasonably acceptable to the Employee.

      Except as specifically set forth herein, the Agreement shall remain in
      full force and effect. This Amendment shall be governed in all respects by
      the internal laws of the state of Idaho (without regard to its conflicts
      of laws principles). This Amendment may be executed in counterparts, each
      of which shall be an original and all of which together shall constitute
      the same document. This Amendment shall be binding upon, and inure to the
      benefit of, the parties and their respective permitted successors and
      assigns.

                                        Extended Systems of Idaho, Incorporated


                                        By:  /s/ Charles W. Jepson
                                             ------------------------------
                                        Its:  President and CEO
                                              -----------------


Accepted and Approved By:


/s/ David L. Willis
------------------------
Employee

11/4/03
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Dated: