EXHIBIT 10.31.2
                                                                 ---------------
September 2, 2003

         Re:  Amendment to Employment Agreement

Dear Mark:

         The purpose of this letter is to amend your current employment
agreement with Extended Systems of Idaho, Incorporated, an Idaho corporation
("ESI"), a copy of which is attached hereto as EXHIBIT A (the "Agreement").
Please read this letter carefully and acknowledge your approval and consent by
signing the enclosed copy of this letter and returning it to ESI as soon as
possible.

         By signing this letter, you agree to continue to abide and be bound by
the terms and conditions of the Agreement that is amended as follows:

1.       Section 3 of the Agreement is hereby deleted in its entirety and the
following shall be put in its place and stead.

         3. COMPENSATION. Effective as of July 1, 2003, the EMPLOYEE shall
         receive as compensation for his/her services the amount of $9360 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.

2.       Section 12 of the Agreement is hereby deleted in its entirety and the
following shall be put in its place and stead:

         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
<PAGE>
         receive the severance payment under this Section 12(a), EMPLOYEE must
         execute a mutually agreeable form of "Release of All 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:

               (x) 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;
<PAGE>
               (y) 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

               (z) 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.

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

         (e)  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 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.

         3. 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.
<PAGE>
                                         Very truly yours,

                                         Extended Systems of Idaho, Incorporated

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

Accepted and Approved By:


/s/ Mark Willnerd
------------------
Employee

Dated:    9/4/03
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