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                                                                   EXHIBIT 10.35


                               STM WIRELESS, INC.
                       RESTRICTED STOCK PURCHASE AGREEMENT
                                      UNDER
                            2002 STOCK INCENTIVE PLAN

     THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "Agreement") is entered into
as of ___________, 200_ by and between ______________________ (hereinafter
referred to as "Purchaser"), and STM WIRELESS, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), pursuant to the Company's 2002 Stock
Incentive Plan (the "Plan"). Any capitalized term not defined herein shall have
the same meaning ascribed to it in the Plan.

                                R E C I T A L S:

     A. Purchaser is an employee, director, consultant or other Service
Provider, and in connection therewith has rendered services for and on behalf of
the Company.

     B. The Company desires to issue shares of common stock to Purchaser for the
consideration set forth herein to provide an incentive for Purchaser to remain a
Service Provider of the Company and to exert added effort towards its growth and
success.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties agree as
follows:

     1. Issuance of Shares. The Company hereby offers to issue to Purchaser an
aggregate of _____________ (_____) shares of Common Stock of the Company (the
"Shares") on the terms and conditions herein set forth. Unless this offer is
earlier revoked in writing by the Company, Purchaser shall have ten (10) days
from the date of the delivery of this Agreement to Purchaser to accept the offer
of the Company by executing and delivering to the Company two copies of this
Agreement, without condition or reservation of any kind whatsoever, together
with the consideration to be delivered by Purchaser pursuant to Section 2 below.

     2. Consideration. The purchase price for the Shares shall be $_____ per
share, or $________ in the aggregate, which shall be paid by the delivery of
Purchaser's check payable to the Company (or payment in such other form of
lawful consideration as the Administrator may approve from time to time under
the provisions of Section 6.3 of the Plan).

     3. Vesting of Shares.

        (a) Subject to Sections 3(b) and 3(c) below, the Shares acquired
hereunder shall vest and become "Vested Shares" as to 25% of the Shares on the
first anniversary of the effective date of this Agreement, and thereafter, 25%
of the Shares shall become Vested Shares on each subsequent anniversary date of
this Agreement, such that 100% of the Shares shall be Vested Shares on the
fourth (4th) anniversary of this Agreement. Shares which have not yet become
vested are herein called "Unvested Shares." No additional shares shall vest
after the date of termination of Purchaser's Continuous Service.

     As used herein, the term "Continuous Service" means (i) employment by
either the Company or any parent or subsidiary corporation of the Company, or by
any successor entity following a Change in Control, which is uninterrupted
except for vacations, illness (except for permanent

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disability, as defined in Section 22(e)(3) of the Code), or leaves of absence
which are approved in writing by the Company or any of such other employer
corporations, if applicable, (ii) service as a member of the Board of Directors
of the Company until Purchaser resigns, is removed from office, or Purchaser's
term of office expires and he or she is not reelected, or (iii) so long as
Purchaser is engaged as a consultant or Service Provider to the Company or other
corporation referred to in clause (i) above.

     (b) Notwithstanding Section 3(a), if Purchaser holds Shares at the time a
Change in Control occurs, all Repurchase Rights shall automatically terminate
immediately prior to the consummation of such Change in Control, and the Shares
subject to those terminated Repurchase Rights shall immediately vest in full,
except to the extent that this Agreement is continued, assumed, or substituted
for by the acquiring or successor entity (or parent thereof) in connection with
such Change in Control. If the Repurchase Rights automatically terminate in
accordance with the provisions of this subsection (b), then the Administrator
shall cause written notice of the Change in Control transaction to be given to
Purchaser not less than fifteen (15) days prior to the anticipated effective
date of the proposed transaction.

     (c) However, if in the event of a Change in Control the acquiring or
successor entity (or parent thereof) provides for the continuance or assumption
of this Agreement or the substitution for this Agreement of a new agreement of
comparable value covering shares of a successor corporation (with appropriate
adjustments as to the number and kind of shares and the purchase price), then
the Repurchase Rights shall not terminate, and vesting of the Shares shall not
accelerate in connection with such Change in Control.

     4. Reconveyance Upon Termination of Service.

        (a) Repurchase Right. The Company shall have the right (but not the
obligation) to repurchase all or any part of the Unvested Shares (the
"Repurchase Right") in the event that the Purchaser's Continuous Service
terminates for any reason. Upon exercise of the Repurchase Right, the Purchaser
shall be obligated to sell his or her Unvested Shares to the Company, as
provided in this Section 4.

        (b) Consideration for Repurchase Right. The repurchase price of the
Unvested Shares (the "Repurchase Price") shall be equal to the Purchase Price of
such Unvested Shares.

        (c) Procedure for Exercise of Reconveyance Option. For sixty (60) days
after the Termination Date or other event described in this Section 4, the
Company may exercise the Repurchase Right by giving Purchaser and/or any other
person obligated to sell written notice of the number of Unvested Shares which
the Company desires to purchase. The Repurchase Price for the Unvested Shares
shall be payable, at the option of the Company, by check or by cancellation of
all or a portion of any outstanding indebtedness of Purchaser to the Company, or
by any combination thereof.

        (d) Notification and Settlement. In the event that the Company has
elected to exercise the Repurchase Right as to part or all of the Unvested
Shares within the period described above, Purchaser or such other person shall
deliver to the Company certificate(s) representing the Unvested Shares to be
acquired by the Company within thirty (30) days following the date of the notice
from the Company. The Company shall deliver to Purchaser against delivery

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of the Unvested Shares, checks of the Company payable to Purchaser and/or any
other person obligated to transfer the Unvested Shares in the aggregate amount
of the Repurchase Price to be paid as set forth in paragraph 4(b) above.

         (e) Deposit of Unvested Shares. Purchaser shall deposit with the
Company certificates representing the Unvested Shares, together with a duly
executed stock assignment separate from certificate in blank, which shall be
held by the Secretary of the Company. Purchaser shall be entitled to vote and to
receive dividends and distributions on all such deposited Unvested Shares.

         (f) Termination. The provisions of this Section 4 shall automatically
terminate in accordance with Section 3(b) above.

         (g) Assignment. The Company may assign its Repurchase Right under this
Section 4 without the consent of the Purchaser.

     5. Restrictions on Unvested Shares. Unvested Shares may not be sold,
transferred, pledged, or otherwise disposed of, except that such Unvested Shares
may be transferred to a trust established for the sole benefit of the Purchaser
and/or his or her spouse, children or grandchildren. Any Unvested Shares that
are transferred as provided herein remain subject to the terms and conditions of
this Agreement.

     6. Adjustments Upon Changes in Capital Structure. In the event that the
outstanding Shares of Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend, or other change in the
capital structure of the Company, then Purchaser shall be entitled to new or
additional or different shares of stock or securities, in order to preserve, as
nearly as practical, but not to increase, the benefits of Purchaser under this
Agreement, in accordance with the provisions of Section 4.2 of the Plan. Such
new, additional or different shares shall be deemed "Shares" for purposes of
this Agreement and subject to all of the terms and conditions hereof.

     7. Shares Free and Clear. All Shares purchased by the Company pursuant to
this Agreement shall be delivered by Purchaser free and clear of all claims,
liens and encumbrances of every nature (except the provisions of this Agreement
and any conditions concerning the Shares relating to compliance with applicable
federal or state securities laws), and the purchaser thereof shall acquire full
and complete title and right to all of such Shares, free and clear of any
claims, liens and encumbrances of every nature (again, except for the provisions
of this Agreement and such securities laws).

     8. Limitation of Company's Liability for Nonissuance; Unpermitted
Transfers.

        (a) The Company agrees to use its reasonable best efforts to obtain
from any applicable regulatory agency such authority or approval as may be
required in order to issue and sell the Shares to Purchaser pursuant to this
Agreement. The inability of the Company to obtain, from any such regulatory
agency, authority or approval deemed by the Company's counsel to be necessary
for the lawful issuance and sale of the Shares hereunder and under the Plan
shall relieve


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the Company of any liability in respect of the nonissuance or sale of such
Shares as to which such requisite authority or approval shall not have been
obtained.

        (b) The Company shall not be required to: (i) transfer on its books any
Shares of the Company which shall have been sold or transferred in violation of
any of the provisions set forth in this Agreement, or (ii) treat as owner of
such shares or to accord the right to vote as such owner or to pay dividends to
any transferee to whom such shares shall have been so transferred.

     9. Notices. Any notice, demand or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed given when
delivered personally or three (3) days after being deposited in the United
States mail, as certified or registered mail, with postage prepaid, (or by such
other method as the Administrator may from time to time deem appropriate), and
addressed, if to the Company, at its principal place of business, Attention: the
Chief Financial Officer, and if to the Purchaser, at his or her most recent
address as shown in the employment or stock records of the Company.

     10. Binding Obligations. All covenants and agreements herein contained by
or on behalf of any of the parties hereto shall bind and inure to the benefit of
the parties hereto and their permitted successors and assigns.

     11. Captions and Section Headings. Captions and section headings used
herein are for convenience only, and are not part of this Agreement and shall
not be used in construing it.

     12. Amendment. This Agreement may not be amended, waived, discharged, or
terminated other than by written agreement of the parties.

     13. Entire Agreement. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior or contemporaneous written or oral agreements and
understandings of the parties, either express or implied.

     14. Assignment. Purchaser shall have no right, without the prior written
consent of the Company, to (i) sell, assign, mortgage, pledge or otherwise
transfer any interest or right created hereby, or (ii) delegate his or her
duties or obligations under this Agreement. This Agreement is made solely for
the benefit of the parties hereto, and no other person, partnership, association
or corporation shall acquire or have any right under or by virtue of this
Agreement.

     15. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.

     16. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one agreement and any
party hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be binding upon Purchaser and the Company at such time as the
Agreement, in counterpart or otherwise, is executed by Purchaser and the
Company.


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     17. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of California without reference to choice of law
principles, as to all matters, including, but not limited to, matters of
validity, construction, effect or performance.

     18. No Agreement to Employ. Nothing in this Agreement shall affect any
right with respect to continuance of employment by the Company or any of its
subsidiaries. The right of the Company or any of its subsidiaries to terminate
at will the Purchaser's employment at any time (whether by dismissal, discharge
or otherwise), with or without cause, is specifically reserved, subject to any
other written employment agreement to which the Company and Purchaser may be a
party.

     19. "Market Stand-Off" Agreement. Purchaser agrees in connection with any
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Purchaser will not sell or otherwise dispose of any Purchased Shares without the
prior written consent of the Company or such underwriters, as the case may be,
for a period of time (not to exceed 180 days) from the effective date of such
registration as the Company or the underwriters may specify.

     20. Tax Elections. Purchaser understands that Purchaser (and not the
Company) shall be responsible for the Purchaser's own tax liability that may
arise as a result of the acquisition of the Shares. Purchaser acknowledges that
Purchaser has considered the advisability of all tax elections in connection
with the purchase of the Shares, including the making of an election under
Section 83(b) under the Internal Revenue Code of 1986, as amended ("Code");
Purchaser further acknowledges that the Company has no responsibility for the
making of such Section 83(b) election. In the event Purchaser determines to make
a Section 83(b) election, Purchaser agrees to timely provide a copy of the
election to the Company as required under the Code.

     21. Attorneys' Fees. If any party shall bring an action in law or equity
against another to enforce or interpret any of the terms, covenants and
provisions of this Agreement, the prevailing party in such action shall be
entitled to recover reasonable attorneys' fees and costs.


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

THE COMPANY:                           PURCHASER:

STM WIRELESS, INC.

By:
       ----------------------------    -----------------------------------------

Name:
       ----------------------------    -----------------------------------------
                                                     (Print Name)
Title:
       ----------------------------


                                       Address:

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                                       -----------------------------------------



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                       CONSENT AND RATIFICATION OF SPOUSE

     The undersigned, the spouse of _____________________, a party to the
attached Restricted Stock Purchase Agreement (the "Agreement"), dated as of
_______________, hereby consents to the execution of said Agreement by such
party; and ratifies, approves, confirms and adopts said Agreement, and agrees to
be bound by each and every term and condition thereof as if the undersigned had
been a signatory to said Agreement, with respect to the Shares (as defined in
the Agreement) made the subject of said Agreement in which the undersigned has
an interest, including any community property interest therein.

     I also acknowledge that I have been advised to obtain independent counsel
to represent my interests with respect to this Agreement but that I have
declined to do so and I hereby expressly waive my right to such independent
counsel.

Date:
      ---------------------     ------------------------------------------------
                                                   (Signature)

                                ------------------------------------------------
                                                  (Print Name)