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                                                                EXHIBIT 10.10

                                 PROMISSORY NOTE

$168.750                                                      December 10, 1999

         FOR VALUE RECEIVED, Bill Palumbo (the "Payor") hereby promises to pay
on the tenth anniversary of the date of this Purchase Note or earlier as
provided in, Paragraphs 3 and 4 hereof to Wireless, Inc., a California
corporation (the "Payee"), at 5452 Betsy Ross Drive, Santa Clara, California
95054, or at such other place as may be designated from time to time in writing
by Payee, in lawful money of the United States, the principal sum of $168,750.
This Note shall bear interest at the lower of 6.39% minimum rate of
interest required to avoid imputation of income to Payor, payable at maturity
and in accordance with the provisions of Paragraphs 3 and 4 hereof. Interest
shall accrue daily and compound annually.

         1. This Note is the full recourse promissory note referred to
in, and is entitled to the benefits of, the Pledge Agreement dated as of
the date hereof between Payor and Payee with respect to 625,000 shares of Common
Stock of Payee (the "Securities") issued to Payor.

         2. This Note may be prepaid at the option of Payor, in full or in part,
at any time and from time to time without premium or penalty.

         3. Payor shall prepay all or a portion of the principal and
interest due on this Note in the amounts set forth below. Such payments shall be
made within three business days of receipt by Payor.

          (i)  50% of any and all cash dividends or interest received in respect
     of the Securities:

          (ii) 100% of any and all liquidating or other extraordinary
     distributions received in respect of the Securities, net of taxes at an
     assumed marginal rate of 40%; and

          (iii) 100% of the cash proceeds of any sale, transfer or other
     disposition (including by merger) of the Securities. Payor agrees to sell
     any non-cash proceeds consisting of publicly tradable securities received
     upon any sale, transfer or other disposition (including by merger) of the
     Securities as soon as reasonably practicable thereafter without Payor
     incurring adverse tax (other than normal taxes due on a disposition,
     securities law or similar consequences and use such proceeds to prepay
     principal and interest on this Note.

All payments and pre-payments (whether voluntary or mandatory) shall be
allocated first to accrued but unpaid interest and then to principal.

         4. Principal and interest on this Note are immediately due and payable
upon the occurrence of either of the following events prior to the tenth
anniversary, of the date hereof:


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          (a) the termination of Payor's employment by Payee, whether
     voluntarily or involuntarily, for any reason or no reason: or

          (b) sale of the Securities by Payor.

         5. In the event Payor defaults in the payment when due of the
principal or interest on this Note, Payee, at its option, without notice, may
declare all principal and accrued interest to be immediately due and payable.

         6. If this Note is not paid in accordance with its terms and is
placed in the hands of an attorney for collection, or if suit be instituted
hereon, Payor shall pay to Payee, in addition to principal and accrued interest,
all costs of collection of the principal and accrued interest, including,
without limitation, reasonable attorneys' fees for the enforcement of this Note.

         7. Payor hereby expressly waives presentment, protest and demand,
notice of protest, demand, dishonor and nonpayment of this Note and all other
notices of any kind. This Note shall be governed by California law.

                                                     /s/  WILLIAM J. PALUMBO
                                                   ----------------------------
                                                     William J. Palumbo

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                                PLEDGE AGREEMENT

         This Pledge Agreement (this "Agreement") is made and entered into by
and between Wireless, Inc., a California corporation ("Secured Party") and
William J. Palumbo (the "Debtor"), effective as of December 10, 1999.

                                    RECITALS

         1. Secured Party is a corporation with its principal place of business
at 5452 Betsy Ross Drive, Santa Clara, California 95054.

         2. Debtor's address for purposes of this Agreement is 5452 Betsy Ross
Drive, Santa Clara, California 95054.

         3. Secured Party has agreed to sell to Debtor 1,250,000 shares
of the Common Stock of the company (the "Securities"), for an aggregate purchase
price of $337,500 (the "Purchase Price"), of which 50% has been paid in cash,
pursuant to a certain [Common Stock Purchase Agreement], dated as of the date
hereof, by and between Secured Party and Debtor (the "Common Stock Purchase
Agreement").

         4. Debtor has given Secured Party a full recourse promissory
note, dated as of the date hereof, in the principal amount of $168,750 (the
"Purchase Note"), as consideration for 50% of the Purchase Price.

         5. As a condition to Debtor's purchase of the Securities, he
has agreed to grant Secured Party a security interest in that portion of the
Securities for which the Purchase Price was paid by delivery of the Purchase
Note, as collateral for Debtor's obligations under the Purchase Note.

                                    AGREEMENT

         In consideration of the foregoing recitals and the terms, conditions,
and covenants contained herein, Secured Party and Debtor agree as follows:

         Section 1. GRANT OF SECURITY INTEREST. Debtor hereby pledges to Secured
Party, and grants to Secured Party, a security interest in the following
(collectively, the "Pledged Collateral"):

          (i) 625,000 shares of Common Stock, the certificates or other
instruments representing the pledged Securities, and all non-cash dividends,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or upon sale, transfer, exchange or other
disposition of any or all of the pledged Securities: and

          (ii) All additional shares of stock issued to Debtor by Secured
Party in respect of the pledged Securities and the certificates or other
instruments representing such additional shares, and all non-cash dividends,
instruments and other property from time to time received,

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receivable or otherwise distributed in respect of or in exchange for any or all
of such pledged Securities.

         Section 2. DEBTOR'S OBLIGATIONS SECURED HEREBY. The obligations of
Debtor that are secured by this Agreement are as follows:

          (i) Payment or performance of all existing and future obligations of
Debtor to Secured Party arising under the Purchase Note, or this
Agreement; and

          (ii) All expenses, including attorneys' fees and legal expenses,
incurred or paid by Secured Party in the preservation or enforcement
of its rights or the obligations of Debtor under the Purchase Note or this
Agreement.

         Section 3. PLEDGED COLLATERAL - SALE, TRANSFER OR CREATION OF
LIEN. Debtor represents and warrants that Debtor is the sole owner of the
Pledged Collateral, free and clear of any lien, claim, charge, option or other
encumbrance, except as provided in this Agreement and the Common Stock Purchase
Agreement, and has authority, to pledge, transfer and deliver any interest
therein. Debtor shall not sell or offer to sell or otherwise transfer the
Pledged Collateral, or any part thereof or interest therein, encumber the
Pledged Collateral or allow a lien to be placed on the Pledged Collateral,
without the prior written consent of Secured Party, and in accordance with the
provisions of the Common Stock Purchase Agreement.

         Section 4. POSSESSION OF PLEDGED COLLATERAL. Secured Party
shall retain possession of the Pledged Collateral until all of Debtor's
obligations under the Purchase Note, the Common Stock Purchase Agreement and
this Agreement have been performed.

         Section 5. DEFAULT DEFINED. Debtor shall be in default under this
Agreement upon the occurrence of any of the following events or conditions (each
of which is referred to hereinafter as an "Event of Default"):

          (i) Debtor fails to perform any of his obligations under the Purchase
Note, the Common Stock Purchase Agreement or this Agreement, including, without
limitation, his obligation to make any and all payments, when due, under the
Purchase Note;

          (ii) Any warranty, representation or statement made or furnished to
Secured Party by or on behalf of Debtor in connection with this Agreement or the
Common Stock Purchase Agreement or to induce Secured Party to extend credit to
Debtor proves to have been false in any material respect when made or furnished;

          (iii) Any sale or assignment of, or the placing of any lien or
encumbrance on, the Pledged Collateral occurs, except as is permitted in this
Agreement or the Securities Purchase Agreement, or a suit is filed for the
purpose of, or the making of, any levy on, or seizure or attachment of, the
Pledged Collateral; or

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          (iv) Debtor makes an assignment for the benefit of creditors, or
commences a proceeding under any bankruptcy or insolvency laws, or any
proceeding under any bankruptcy laws is commenced against Debtor.

          Section 6. ACCELERATION. Upon the occurrence of an Event of Default
hereunder or a default under the terms of the Purchase Note, Secured Party may,
without notice to Debtor, accelerate the payment or performance of any or all of
Debtor's obligations hereunder or under the Purchase Note and shall have, in
addition to all rights and remedies under this Agreement, the rights and
remedies of a Secured Party under Article 9 of the California Uniform Commercial
Code (the "Code"), including, without limitation, the right to sell or otherwise
dispose of any or all of the Pledged Collateral.

         Section 7. VOTING RIGHTS:  DIVIDENDS. ETC. (i) So long as no Event of
Default or event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default shall have occurred and be continuing:

                  (a) Debtor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Collateral or any
part thereof for any purpose not inconsistent with the terms of this Agreement;

                  (b) Debtor shall be entitled to receive and retain
dividends and interest paid in respect of the Pledged Collateral, except that
Debtor shall make payments to Secured Party in the amounts set forth below
within three days of receipt.

                  (A) 50% of any and all cash dividends or interest received in
         respect of the Pledged Collateral;

                  (B) 100% of any and all liquidating or other extraordinary
         distributions received in respect of the Pledged Collateral, net of
         taxes at an assumed marginal rate of 40%; and

                  (C)100% of the cash proceeds of any sale, transfer or other
         disposition (including by merger) of the Pledged Collateral.

In addition, Debtor agrees to sell any non-cash proceeds consisting of publicly
tradable securities received upon any sale, transfer or other disposition
(including by merger) of the Pledged Collateral as soon as reasonably
practicable thereafter without Debtor incurring adverse tax (other than normal
taxes due on a disposition), securities law or similar consequences, and to
transfer the proceeds of any such sale to Secured Party, within three days of
receipt.

                  (ii) Upon the occurrence and during the continuance of
an Event of Default or an event which, with the giving of notice or the lapse of
time, or both, would become an Event of Default, all rights of Debtor to
exercise the voting and other consensual rights to which he or she would
otherwise be entitled to exercise pursuant to Section 7(i)(a) and to receive the
dividends and interest payments which he or she would otherwise be authorized to
receive and retain pursuant to Section 7(i)(b) shall cease, and all such rights
shall thereupon become vested in

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Secured Party who shall thereupon have the sole right to exercise such voting
and other consensual rights and to receive and hold as Pledged Collateral such
dividends and interest payments.

         Section 8. REMEDIES UPON DEFAULT. If any Event of Default shall have
occurred and be continuing:

                  (i) Secured Party may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the Code at that time, and Secured Party may also, without notice
except as specified below, sell the Pledged Collateral or any part thereof in
one or more parcels at public of private sale, at any exchange, brokers board or
at any of Secured Party's offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as Secured Party may deem
commercially reasonable. Debtor agrees that at least ten (10) days notice of the
time and place of any public sale or the date on which any private sale is to be
made shall constitute reasonable notification. Secured Party shall not be
obligated to make any sale of the Pledged Collateral regardless of notice of
sale having been given. Secured Party may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned.

                  (ii) Any cash held by Secured Party as Pledged Collateral and
all cash proceeds received by Secured Party in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral may, in the discretion of Secured Party, be held by Secured Party as
collateral for, and/or then or at any time thereafter applied in whole or in
part by Secured Party against, all or any part of the obligations in such order
as Secured Party shall elect. Any surplus of such cash or cash proceeds held by
Secured Party and remaining after payment in full of all obligations shall be
paid over to Debtor or to whomsoever may be lawfully entitled to receive such
surplus.

         Section 9.  NOTICE OF SALE. Secured Party shall give Debtor
written notice of the time and place of any public sale of the Collateral, or of
the date on which a private sale or other intended disposition thereof is to be
made, at least ten (10) days before the sale or disposition.

         Section 10. POWER OF ATTORNEY. Debtor appoints Secured Party
its attorney-in-fact to transfer the Pledged Collateral to Secured Party or to
any other person pursuant to Sections 7 and 8 hereof in the event Debtor shall
default hereunder.

         Section 11. TERMINATION OF AGREEMENT. This Agreement shall
terminate upon Debtor paying Secured Party all principal and accrued interest on
the Purchase Note and fulfilling all of its obligations to Secured Party under
this Agreement.

         Section 12. WAIVER. No waiver of any obligation of Debtor under the
Purchase Note or this Agreement shall be effective unless it is in a writing
signed by Secured Party. A waiver by Secured Party of any right or remedy under
this Agreement on any occasion shall not be a bar

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to exercise of the same right or remedy on any subsequent occasion or of any
other right or remedy at any time.

         Section 13. NOTICES. All notices, consents, requests,
instructions, approvals and other communications under this Agreement shall be
in writing and shall be deemed to have been delivered (i) on the date indicated
on the return receipt as the date of delivery or refusal if mailed by registered
or certified mail, postage prepaid, return receipt requested, (ii) upon courier
confirmation of receipt if sent by overnight courier, (iii) when receipt is
acknowledged when sent or delivered by telex or facsimile, and (iv) upon
delivery at the addresses set forth in the first page of this Agreement. Any
party may change its address for notice purposes by complying with the notice
provisions of this Section 13.

         Section 14. OTHER ACTS OF DEBTOR. Debtor shall execute and
deliver such documents and perform all acts as are necessary or convenient for
Secured Party to perfect the security interest of Secured Party in the Pledged
Collateral or sell the Pledged Collateral in the event of a default by Debtor
under this Agreement or the Purchase Note.

         Section 15. ENTIRE AGREEMENT. This Agreement, together with
the Purchase Note and the Common Stock Purchase Agreement, constitute the entire
agreement between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and preliminary agreements. All
modifications and amendments hereto must be in a writing specifying the
modification or amendment and executed by both parties hereto.

         Section 16. SUCCESSORS.  This Agreement shall be binding upon and
inure to the benefit of the heirs, executors, administrators, assigns and
successors of the respective parties hereto.

         Section 17. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
California with respect to agreements entered into and performed within such
state.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first set forth above.

                                     SECURED PARTY:

                                     WIRELESS, INC.

                                     By:     /s/ William E. Gibson
                                             ---------------------------------

                                     Name:   ---------------------------------

                                     Title:  ---------------------------------

                                     DEBTOR:


                                               /s/ William J. Palumbo
                                              ---------------------------------
                                               William J. Palumbo



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                                 SPOUSAL CONSENT

         I, the spouse of Bill Palumbo, hereby acknowledge I have read the
Common Stock Purchase Agreement, the full recourse Purchase Note and the Pledge
Agreement (the "Agreements") between Bill Palumbo and Wireless, Inc. (the
"Company") and know the contents thereof, including those provisions that (i)
establish the rights of the Company to purchase, under various circumstances,
any interest in the securities of the Company held by my spouse, including any
interest acquired by or awarded to me pursuant to a decree of divorce,
dissolution, or separate maintenance, or pursuant, to any property settlement or
separate agreement and, (ii) if applicable, establish a pledge of such
securities to secure the Purchase Note. In accordance with the Agreements, I
hereby agree on behalf of myself and all my successors in interest that the
Agreements shall bind my community interest, if any, in all such securities and
any interests therein that are at any time registered on the books of the
Company in the name of my spouse.

                                               /s/ Sue Palumbo
                                              ---------------------------------
                                               (signature)

                                               Sue Palumbo
                                              ---------------------------------
                                               (please print name)

Dated: