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                                             EXHIBIT 10.35

April 3, 2000


Mr. James Horn
Intel Corporation
RN6-37
2200 Mission College Blvd.
Santa Clara, CA 95052-8119

Re:  i3 Mobile, Inc.

Dear James:

This letter sets forth the understanding between i3 Mobile, Inc. (the "Company")
and Intel Corporation ("Intel") pursuant to which the Company will provide
incentives for Intel (a) to establish a working relationship between Intel's
wireless engineers and the Company's engineers, (b) to provide the Company with
access to Intel's wireless technologies for developmental purposes (c) to
demonstrate the Company's products with Intel's new wireless technologies and
(d) to include the Company's products in Intel's Wireless Competency Center
showcase. The terms of our understanding are as follows:

1.   Intel agrees to schedule a technology summit between Intel cellular
     components engineers and i3 Mobile engineers on or before May 15, 2000.

2.   Intel and i3 Mobile agree to work together to develop and optimize i3
     Mobile's products to work with Intel's wireless technology stack, flash
     memory chips, in-vehicle telematics, mobile music, home networking and
     appliance applications and architectures. In connection with the foregoing,
     Intel will provide commercially reasonable technical access, support and
     feedback to i3 Mobile during the product design phase. i3 Mobile will
     commit sufficient engineering resources to the foregoing, and agrees to
     assist Intel in the development of an architecture for mobile music
     applications. Upon completion of each of the projects, Intel agrees to
     demonstrate these i3 Mobile products in conjunction with applicable Intel
     products in an appropriate venue (such as the Wireless Competency Center)
     subject to mutual agreement by the parties.

3.   i3 Mobile agrees to consider using Intel's Hosting Services if and when it
     elects to outsource the hosting of its services.

4.   In consideration of the successful completion of Intel's undertakings set
     forth in paragraphs 1 and 2 hereof, the Company agrees to issue to Intel
     performance based warrants (the "Warrant") to purchase up to 100,000 shares
     of the Company's Common Stock at an exercise price equal to fifteen
     ($15.00) dollars per share. The Warrant shall vest as follows:

               a.   25,000 shares upon completion of a scheduled technology
                    roadmap discussion between Intel cellular components
                    engineers and i3 Mobile engineers.

               b.   15,000 shares upon Intel providing the Company with
                    requisite development tools and reasonable technical access,
                    support and feedback in connection with the Company's
                    product development effort for Intel's wireless technology
                    stack


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Intel Corporation
April 3, 2000
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               c.   15,000 shares upon Intel providing the Company with
                    requisite development tools and reasonable technical access,
                    support and feedback in connection with the Company's
                    product development effort for Intel's in vehicle based
                    platform.

               d.   15,000 shares upon Intel providing the Company with
                    requisite development tools and reasonable technical access,
                    support and feedback in connection with the Company's
                    product development effort for Intel's mobile music based
                    platform.

               e.   15,000 shares upon Intel providing the Company with
                    requisite development tools and reasonable technical access,
                    support and feedback in connection with the Company's
                    product development effort for Intel's home networking and
                    home appliance based platform.

               f.   15,000 shares upon Intel providing the Company with
                    requisite development tools and reasonable technical access,
                    support and feedback in connection with the Company's
                    product development effort for Intel's flash memory chips.


5.   The Warrant shall expire two (2) years following its issuance and shall not
     terminate upon an initial public offering or change of control of the
     Company. The expiration of the warrant will be tolled in the event that a
     filing under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 is
     required in connection with the exercise of the Warrant. Subject to any
     relevant securities laws, rules and regulations, the Warrant, as well as
     the Common Stock acquired through exercise thereof, will be freely
     transferable by Intel and may be exercised in whole or in part. When
     exercising the Warrant, Intel shall have the right to either (a) purchase
     the total number of shares of Common Stock which such Warrant entitles
     Intel to purchase at the exercise price described above or (b) receive the
     net number of shares of Common Stock arising from the difference between
     the market price of such Common Stock at the date of exercise and the
     exercise price for the Warrant. Prior to the grant of the Warrant
     hereunder, the Company will provide Intel with an opportunity to review the
     Company's standard Warrant form prior to execution.

Should the foregoing accurately reflect our understanding, then kindly
countersign and return the enclosed copy of this letter to my attention.


Very truly yours,
i3 MOBILE, INC.



By:
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Name: Stephen G. Maloney
Title:   President and CEO


AGREED AND ACCEPTED:

Intel Corporation


By:
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