Exhibit 10.35

                              EMPLOYMENT AGREEMENT

   AGREEMENT  dated as of  September  30, 1994  between  CIDCO  Incorporated,  a
     Delaware corporation (the "Company"), and Timothy Dooley (the "Employee").

     WHEREAS, the Employee has been a key employee of the Company; and

     WHEREAS,  the  Company  is engaged in a highly  technical  and  competitive
business.

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and for  other  good and  valuable  consideration,  receipt  of which is  hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

1. Employment and Term.

         The  Company  hereby  agrees to employ the  Employee  during the period
commencing  as of the  date  hereof  and  continuing  until  this  Agreement  is
terminated  pursuant to the terms hereof,  to serve as Vice President,  Business
Development  - Telephone  Companies  of the Company and in such other  executive
managerial  position  or  positions  with the  Company  or its  subsidiaries  or
affiliates  as shall  hereafter be  designated  by the Board of Directors of the
Company,  to perform such managerial  duties consistent with the usual duties of
an officer of his status.  Such  employment  shall,  except as otherwise  stated
herein, be on the same terms and conditions as Employee is currently employed by
the Company.  The Employee  hereby accepts such  employment and agrees to devote
his full business time  exclusively to the faithful and diligent  performance of
the duties provided herein and agrees in connection with the performance of such
duties to act in a manner  consistent  with the primary  objective of maximizing
the profitability of the Company.

2. Compensation.

         (a) Salary.  The Company  shall  compensate  the  Employee  with a base
salary of at least $52,000  (representing  the Employee's base salary for 1994),
subject to annual review by the Company's Compensation Committee, with a minimum
annual increase in 1995 and subsequent years to reflect the percentage  increase
in the cost of living  during the  preceding  year as reflected in the All Items
Consumer  Price Index for all urban  consumers in the San  Francisco-Oakland-San
Jose,  California  area as  published  by the  United  States  Bureau  of  Labor
Statistics.  Payment  shall  be  made in 26  installments.  In  addition  to the
Employee's  base  salary,  the Company may also  compensate  the  Employee  with
commission and other bonuses in such amounts as the Company and the Employee may
from time to time agree.

         (b) Benefits.  The Employee  shall be entitled to  participate  in such
pension plans,  401(k) plans,  group health,  accident or life insurance  plans,
group medical and  hospitalization  plans,  stock option plans,  stock  purchase
plans  and  other  similar  benefits,  as  may  hereafter  be  available  to the
executives of the Company.  It is understood  that,  except as set forth herein,
the Company does not by reason of this  Agreement  obligate  itself to make such
benefits available to its employees.

         (c)  Expenses.  The Company shall pay or reimburse the Employee for all
expenses  normally  reimbursed by the Company and reasonably  incurred by him in
furtherance of his duties hereunder including, without limitation,  expenses for
traveling,  meals,  hotel  accommodations and the like upon submission by him of
vouchers or an itemized  list  thereof  prepared in  compliance  with such rules
relating  thereto  as the  Board  may,  from  time to time,  adopt and as may be
required in order to permit such  payments as proper  deductions  to the Company
under  the  Internal  Revenue  Code of  1986,  as  amended,  and the  rules  and
regulations adopted pursuant thereto now or hereafter in effect.

         (d)  Vacations.  During each year of employment  (including the current
year ending December 31, 1994), the Employee shall be entitled to paid vacations
for an aggregate  of the greater of (A) two weeks,  or (B) such period as may be
provided from time to time in the Company's  vacation policy.  The Company shall
not pay the Employee any additional  compensation for any vacation time not used
by the Employee.

3. Termination.

         (a) This Agreement shall be terminated upon the happening of any of the
following  events:  (i) whenever the Company or the Employee  shall give written
notice terminating this Agreement; (ii) upon the death of the Employee; or (iii)
upon the Permanent  Disability  (as such term is defined in Section 3(d) hereof)
of the Employee.

         (b) In the event that the  Employee's  employment  with the  Company is
terminated  by the Company  without Cause (as defined in Section 3(c) hereof) or
is  terminated  by the  Employee  for Good  Reason (as  defined in Section  3(e)
hereof), then for a period of six months following the date his employment is so
terminated,  the Employee  shall  continue to receive  compensation  payments in
amounts  pro-rated  over such six month period which in the aggregate  equal the
total of all salary,  commission and bonus compensation received by the Employee
during the six month period  immediately  prior to the date of such termination,
plus all other  benefits to which the  Employee is entitled  pursuant to Section
2(b) hereof  (including,  without  limitation,  continuation  of the  Employee's
participation in the Company's pension,  401(k) plan, insurance,  medical, stock
option,  stock purchase and other benefit plans as if the Employee's  employment
continued throughout such six month period),  provided,  however, that if during
such sic month period the Employee obtains reasonably comparable employemnt with
another employer, then the Employee's continuing compensation payments hereunder
shall cease upon the date of commencement of such comparable employemtn (but the
Employee's   right  to  continued   participating   in  Company  benefits  shall
nevertheless continue until the end of such six month period).


         (c) For purposes hereof,  "Cause" shall mean any of the following:  (i)
the  intentional  failure,  neglect or refusal of the employee to  substantially
fulfill  his  material  duties as an  employee;  (ii) a  material  breach of any
fiduciary duty or other material  dishonesty by the employee with respect to the
Company  or any  affiliate  thereof  resulting  in actual  material  harm to the
Company  or such  affiliate;  or (iii)  the  conviction  of the  employee  for a
fraudulent act or felony.

         (d) For purposes hereof,  "Permanent  Disability"  shall mean the total
incapacitation  of the Employee so as to preclude  performance  of the duties of
his  employment  hereunder for an aggregate  period of four months in any twelve
month period.

         (e) For  purposes  hereof,  "Good  Reason"  shall  exist if the company
shall:  (i) be in breach of or  default  under any  material  provision  of this
Agreement  and not cure such breach  within 30 days of receiving  notice of such
breach  from the  Employee;  (ii)  change the  principal  work  location  of the
Employee  without the consent of the Employee,  which consent may be withheld by
the Employee for any reason;  (iii) materially change the duties of the Employee
without the  Employee's  consent,  which consent may be withheld by the Employee
for any reason;  (iv) reduce the Employee's base salary or benefits  without the
Employee's  consent,  which  consent  may be withheld  by the  Employee  for any
reason;  or (v) become  insolvent or bankrupt or file a voluntary or involuntary
petition in  bankruptcy  or make an  assignment  for the benefit of creditors or
consent to the appointment of a trustee or receiver.

4. Noncompetition and Nonintervention.

         (a) While in the employ of the Company,  the Employee  agrees to devote
substantially all of his entire time,  attention and energies to the performance
of the  business  of the  Company  and  the  Employee  shall  not,  directly  or
indirectly,  alone  or  as  a  member  of  any  partnership  or  other  business
organization,  or  as  a  partner,  officer,  director,  employee,  stockholder,
consultant  or agent of any other  corporation,  partnership  or other  business
organization,  be  actively  engaged in or  concerned  with any other  duties or
pursuits which  interfere  with the  performance of his duties as an Employee of
the  Company,  or which,  even if  noninterfering,  may be  contrary to the best
interests of the Company.

         (b) For a period of one year after the  termination or cessation of the
Employee's employment with the Company for any reason (including  termination of
employment by the Company  without Cause),  the Employee shall not,  directly or
indirectly,  alone  or  as  a  member  of  any  partnership  or  other  business
organization,  or  as  a  partner,  officer,  director,  employee,  stockholder,
consultant or agent of any  corporation,  partnership or business  organization,
engage in any business  activity  which is directly or indirectly in competition
with the products or services being developed, manufactured,  marketed, provided
or sold by the  Company or which is directly or  indirectly  detrimental  to the
business of the Company.  For a period of eighteen  months after the termination
or  cessation  of the  Employee's  employment  with the  Company  for any reason
(including  termination of employment by the Company without Cause) the Employee
shall not,  directly or indirectly,  alone or as a member of any  partnership or
other  business  organization,  or as a partner,  officer,  director,  employee,
stockholder,  consultant or agent of any  corporation,  partnership  or business
organization  (i)  request  or cause any  customer  of the  Company to cancel or
terminate  any  business  relationship  with the  Company,  or (ii)  solicit  or
otherwise  cause any  employee  of the  Company  to  terminate  such  employee's
relationship with the Company. For the purposes of this Section 4(b), a business
shall be deemed to be in  competition  with the Company  only if the products or
services of such business are substantially similar in function or capability to
the products or services then being developed, manufactured,  marketed, provided
or sold by the Company,  and are marketed to substantially the same type of user
as that to which the  products  and  services  of the  Company  are  marketed or
proposed to be marketed.

5. Confidential Information.

(a) The Employee will not at any time,  whether during or after the  termination
or cessation of his employment, reveal to any person, association or company any
of the trade secrets or confidential  information  concerning the  organization,
business  or finances of the Company so far as they have come or may come to his
knowledge,  except as may be required in the ordinary  course of performing  his
duties as an employee  of the  Company or except as may be in the public  domain
through no fault of the Employee, and the Employee shall keep secret all matters
entrusted to him and shall not use or attempt to use any such information in any
manner  which may injure or cause loss or may be  calculated  to injure or cause
loss whether directly or indirectly to the Company.

         (b) The Employee  agrees that during his  employment he shall not make,
use or  permit  to be  used  any  notes,  memoranda,  drawings,  specifications,
programs,  data or other  materials of any nature  relating to any matter within
the scope of the  business of the Company or  concerning  any of its dealings or
affairs  otherwise than for the benefit of the Company.  The Employee shall not,
after the termination or cessation of his  employment,  use or permit to be used
any such notes,  memoranda,  drawings,  specifications,  programs, data or other
materials,  it being  agreed that any of the  foregoing  shall be and remain the
sole  and  exclusive  property  of the  Company  and that  immediately  upon the
termination or cessation of his employment the Employee shall deliver all of the
foregoing, and all copies thereof, to the Company, at its main office.

6. Patent and Copyright Assignment.

         The  Employee  agrees to assign  and  transfer  to the  Company  or its
designee,  without any separate remuneration or compensation,  his entire right,
title  and  interest  in  and to all  Inventions  and  Works  in the  Field  (as
hereinafter  defined),  together with all United States and foreign  rights with
respect  thereto,  and at the  Company's  expenses  to execute  and  deliver all
appropriate  patent and copyright  applications  for securing  United States and
foreign patents and copyrights on such Inventions and Works,  and to perform all
lawful acts,  including  giving  testimony,  and to execute and deliver all such
instruments,  that may be  necessary or proper to vest all such  Inventions  and
Works in the Field and  patents  and  copyrights  with  respect  thereto  in the
Company,  and to  assist  the  Company  in the  prosecution  or  defense  of any
interference  which may be declared  involving any said patent  applications  or
patents or  copyright  applications  or  copyrights.  For the  purposes  of this
Agreement,  the words  "Inventions  and  Works"  shall  include  any  discovery,
process, design, development,  improvement,  application,  technique, program or
invention,  whether  practice  or  not,  conceived  or  made  by  the  Employee,
individually or jointly with others (whether on or off the Company's premises or
during or after  normal  working  hours)  while in the  employ  of the  Company,
provided, however, that no discovery, process, design, development, improvement,
application, technique, program or invention reduced to practice or conceived by
the Employee off the Company's  premises and after normal working hours shall be
deemed to be  included in the term  "Inventions  and Works"  unless  directly or
indirectly  related to the business  then being  conducted by the Company or any
business  which  the  Company  is then  actively  exploring  (collectively,  the
"Field").deemed  cumulative  and the  exercise  of one  shall not  preclude  the
exercise of any other remedy at law or in equity for the same event or any other
event.

7.  Binding Effect.

This  Agreement  shall  inure to the  benefit of and shall be  binding  upon the
parties hereto and the Company's  successors or assigns (whether  resulting from
any  reorganization,  consolidation  or merger of the Company or any business to
which all or  substantially  all of the assets of the  Company are sold) and the
Employee's heirs, executors and legal representatives.

8.  Entire Agreement

         This Agreement  contains the entire agreement and  understanding of the
parties  with  respect  to the  subject  matter  hereof,  supersedes  all  prior
agreements  and  understandings  with  respect  thereto and cannot be  modified,
amended, waived or terminated,  in whole or in part, except in writing signed by
the party to be charged.

9.  Right to Injunction.

         The Employee  acknowledges and agrees that the services rendered and to
be rendered to the Company by him are of a specialized and unique  character and
that  irreparable  and  immediate  damage will result to the Company if Employee
fails to,  refuses to or  neglects  to perform his  agreements  and  obligations
hereunder.  In the event of such a failure,  refusal or neglect by the Employee,
the  Company  shall be  entitled  to  injunctive  relief or any  other  legal or
equitable remedies including the recovery,  by appropriate action, of the amount
of the  actual  damage  caused by the  Company by any such  failure,  refusal or
neglect by the Employee. The remedies provided in this Agreement shall be deemed
cumulative  and the exercise of one shall not preclude the exercise of any other
remedy at law or in equity for the same vent or any other event.

10. Miscellaneous

         (a)  Amendments.  No  amendment,  modification  or waiver of any of the
terms of this Agreement  shall be valid unless made in writing and signed by the
Employee and the Company.

         (b)  Successors in Interest.  All  provisions of this  Agreement  shall
survive the  termination  or cessation  of the  Employee's  employment  with the
Company and shall be binding upon and inure to the benefit of and be enforceable
by  and  against  the  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  assigns  of  either  of the  parties  to this
agreement.

         (c) Waiver.  The waiver by the Company of a breach of this Agreement by
the Employee  shall not operate or be  construed  as a waiver of any  subsequent
breach by the Employee.

         (d)  Severability.  If any provision of this Agreement shall contravene
any law or any particular  state where the Employee  shall perform  services for
the Company, then this Agreement shall be first construed to be limited in scope
and duration so as to be enforceable in that state, and if still  unenforceable,
shall then be construed as if such provision is not contained herein.

         (e) Governing Law. This Agreement  shall be governed by the laws of the
State of New York without regard to the conflict of laws principles thereof.

         (f)  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts, and by each party on separate counterparts, each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

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


                                                 /s/___________________________
                                                    Timothy Dooley



                                               CIDCO INCORPORATED


                                               By:/s/___________________________
                                                     Paul G. Locklin
                                                     President