EXTENDED SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10.32.1
<SEQUENCE>13
<FILENAME>exh10-321_12230.txt
<TEXT>
                                                                 EXHIBIT 10.32.1
                                                                 ---------------

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into as of April 24, 2003, (the
"Effective Date") by and between EXTENDED SYSTEMS BRISTOL LIMITED, (hereinafter
referred to as the "Employer"), and NIGEL DOUST (hereinafter referred to as the
"Employee").

                              W I T N E S S E T H:

         The Employer wishes to employ the Employee, and the Employee agrees to
accept such employment, on the terms and conditions set forth herein.

         NOW THEREFORE, based on the foregoing premises and for and in
consideration of the mutual promises contained herein, the Employer and Employee
agree as follows:


         1.  Employment. From and after the Effective Date, Employer agrees to
employ the Employee and Employee agrees to accept such employment as the Vice
President -Europe, Middle East and Africa of Extended Systems, Incorporated (the
"Employer")

         2.  At-Will Employment. The parties agree that Employee's employment
with the Employer will be "at-will" employment and the Employee understands and
agrees that neither his job performance nor promotions, commendations, bonuses
or the like from the Employer will give rise to or in any way serve as the basis
for modification, amendment, or extension, by implication or otherwise, of his
employment with the Employer other than as may be implied by law and it is
further agreed that the employees employment may be terminated ;

             2.1   at any time upon notice given by either party in accordance
                   with Clause 7 of this agreement

             2.2   by the employer without notice or payment in lieu of notice
                   if the employee is guilty of any gross default or misconduct
                   in connection with or affecting the business of the employer
                   or in the event of any breach or non-observance by the
                   employee of any of the stipulations contained in this
                   agreement which is materially detrimental to the employers
                   interest.

         3.  Duties of Employee. Employee agrees to perform the duties
commensurate with employee's position and experience and as shall be assigned to
employee from time to time by the Employer. Employee shall perform such duties
in a diligent and loyal manner, shall devote his entire business time,
attention, and efforts to the affairs of Employer within the scope of his
employment as is reasonably necessary for the proper rendition of such services
and shall diligently promote the interest of Employer. Employee shall not
intentionally take any action against the best interest of Employer, or of
Employer's parent, any other subsidiary, or affiliate of Employer. Employee
agrees not to actively engage in any other employment, occupation or consulting
activity for any direct or indirect remuneration without the prior approval of
the Employer.

         4.  Scope of Employment. The general scope of Employee's employment
shall be to serve as the Vice President -Europe, Middle East and Africa for
Employer and to perform such duties as described in Exhibit "A", attached
hereto, and such other duties as may be mutually agreed upon by the parties in
accordance therewith as Employer may reasonably request.

         5.  Compensation.

             5.1   Base Salary. Subject to the initial provisions as contained
                   in Exhibit B attached hereto, while employed hereunder, the
                   Employer will pay the Employee as compensation for his
                   services a base salary of (pound)100,000 per annum (the "Base
                   Salary"). The Base Salary will be paid in arrears by equal
                   monthly installments on the last day of every month and where
                   appropriate, such payments shall be subject to deductions in
                   accordance with P.A.Y.E regulations as may be in force from
                   time to time.
<PAGE>
             5.2   Commission In addition to the Base Salary the employee shall
                   be entitled to a commission plan in accordance with the
                   provisions as contained within exhibit "B" attached hereto.
                   Subsequent commission plan targets and details will be agreed
                   upon at the beginning of each fiscal year by employee and
                   employer. The employee shall also be entitled to participate
                   in any generally applicable executive stock and cash
                   compensation bonus plans, when put in place by the CEO and
                   compensation committee of the Board of Directors of the
                   company.

             5.3   Initial Stock Option. On the effective date, the Employee
                   will be granted a stock option to purchase 70,000 shares at
                   an exercise price per share equal to the per share FMV of ESI
                   Stock (the "Option") on the date of grant (the vesting
                   commencement date). The Option will vest as follows:

                   5.3.1  As to 25% of the shares twelve months after the
                          Vesting Commencement Date

                   5.3.2  As to the remainder, 1/48th of the shares shall vest
                          each month thereafter, so that the Option will be
                          fully vested and exercisable four (4) years from the
                          date of grant, subject to Employee's continued service
                          to the Employer on the relevant vesting dates. The
                          Option will be subject to the terms, definitions and
                          provisions of the Employer's Stock Plan and the stock
                          option agreement by and between Employee and the
                          Employer, both of which documents are incorporated
                          herein by reference; provided, that the Employee shall
                          have until the expiry of 90 days of his termination
                          date to exercise any options which are vested or
                          deemed vested as of such date. Options will be priced
                          at FMV at close of market on the date of the grant.

             5.4   Future Stock Options The employee shall be entitled upon each
                   anniversary of the effective date to such further annual
                   stock options in accordance with the terms as set out in
                   exhibit "B" attached hereto and such further Stock options
                   shall vest in accordance with the provisions of Clause 5
                   (c)(i) and Clause 5 (c)(ii) above

             5.5   Employee Benefits. While employed hereunder the employer will
                   provide the following additional employee benefits ;

                   5.5.1  Life assurance with a death benefit equivalent to four
                          times the employees base annual salary

                   5.5.2  Private medical insurance with Prime Health under the
                          companies Primecare plus policy or at the Employers
                          discretion, equivalent cover with an alternative
                          provider.

                   5.5.3  World wide travel insurance

         6.  Company Car The Employer shall either;

             6.1   supply the Employee with a car deemed by the employer to be
                   suitable in relation to his position within the Company under
                   this agreement in respect of which the Company will pay all
                   running costs including insurance and maintenance
<PAGE>
             6.2   The Employee shall take good care of the car and ensure that
                   the provisions and conditions of any Company car policy from
                   time to time and of any insurance policy relating to it are
                   observed and shall return the car and its keys to the Company
                   at its registered office (or any other place the employer may
                   reasonably nominate) immediately upon the termination of his
                   employment however arising or

             6.3   in the absence of the employer providing a car for the
                   employee the employer will provide the employee with a
                   mobility allowance of(pound)900 per calendar month

         7.  Holidays The Employee shall (in addition to the usual public and
bank holidays) be entitled to not less than 20 days' paid holiday in each year
to accrue on a monthly basis and payment in lieu of holiday entitlement accrued
but not taken as at the date of termination of employment will be made by the
employer.

         8.  Notice of Termination. Each party agrees to provide the other with
14 days notice of termination, provided, however, this shall not alter any other
term of this Agreement.

         9.  Financial proposals following Termination of Employment
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 date of termination

             9.1   Severance Pay.

                   9.1.1  In the event Employee is involuntarily terminated by
                          the Employer without cause during the first year of
                          employment the Employee shall be entitled to three (3)
                          months pay, at the Employee's current base salary,
                          (100 % of normal base pay) to be paid by equal monthly
                          installments on the last day of every month and where
                          appropriate, such payments shall be subject to
                          deductions in accordance with P.A.Y.E regulations as
                          may be in force from time to time.

                   9.1.2  In the event Employee is involuntarily terminated by
                          the Employer without cause following the first year of
                          employment the Employee shall be entitled to six (6)
                          months pay, at the Employee's current base salary,
                          (100 % of normal base pay) to be paid by equal monthly
                          installments on the last day of every month and where
                          appropriate, such payments shall be subject to
                          deductions in accordance with P.A.Y.E regulations as
                          may be in force from time to time.

             9.2   Payment in lieu of fringe benefits and holiday pay. In
                   addition to severance pay the employer will pay to the
                   employee within 28 days of the effective date of termination
                   a lump sum of (pound)1,500 in lieu of fringe benefits along
                   with any payment in respect of accrued holiday pay.

             9.3   Compromise agreement In order to receive the payments in
                   accordance with Clause 9.1 and Clause 9.2 above the employee
                   hereby agrees to enter into a compromise agreement in the
                   form of the employers then current "Release of All Employment
                   Claims," and the employee hereby confirms that he will abide
                   by the terms of the said compromise agreement.

                   9.3.1  In the event the employee violates any of the
                          provisions of the Compromise Agreement, engages in any
                          criminal activity, or engages in any activity
                          detrimental to the employers business, the employer
                          may terminate the Compromise Agreement.

        10. Variation to financial proposals following termination of employment
<PAGE>
             In relation to this Clause the following words shall have the
             following meanings;

             'Change of control' shall mean the acquisition of the Employer by
             another entity by means of any transaction or series of related
             transactions (including, without limitation, any stock acquisition,
             reorganization, merger or consolidation) other than a transaction
             or series of transactions in which the holders of the voting
             securities of the Employer outstanding immediately prior to such
             transaction continue to retain (either by such voting securities
             remaining outstanding or by such voting securities being converted
             into voting securities of the surviving entity), as a result of
             shares in the Employer held by such holders prior to such
             transactions, at least fifty percent (50%) of the total voting
             power represented by the voting securities of the Employer or such
             surviving entity outstanding securities immediately after such
             transaction or series of transactions; or a sale, lease or other
             conveyance of all or substantially all of the assets of the
             Employer

             "Involuntary Termination" shall mean termination of the employees
             employment without the Employee's express written consent, a
             significant reduction of the Employee's duties, position or
             responsibilities relative to the Employee's duties, position or
             responsibilities in effect immediately prior to such reduction, or
             the removal of the Employee from such position, duties and
             responsibilities, unless the Employee is provided with comparable
             duties, position and responsibilities; provided, however, that a
             reduction in duties, position or responsibilities solely by virtue
             of the Employer being acquired and made part of a larger entity
             (as, for example, when the Chief Financial Officer of the Employer
             remains as such following a Change of Control but is not made the
             Chief Financial Officer of the acquiring corporation) shall not
             constitute an "Involuntary Termination;" or without the Employee's
             express written consent, a substantial reduction, without good
             business reasons, of the facilities and perquisites (including
             office space and location) available to the Employee immediately
             prior to such reduction; or without the Employee's express written
             consent, a reduction by the Employer of the Employee's base salary
             as in effect immediately prior to such reduction; or without the
             Employee's express written consent, a material reduction by the
             Employer in the kind or level of employee benefits to which the
             Employee is entitled immediately prior to such reduction with the
             result that the Employee's overall benefits package is
             significantly reduced; or without the Employee's express written
             consent, the relocation of the Employee to a facility or a location
             more than fifty (50) miles from his current location; or any
             purported termination of the Employee by the Employer that is
             effected without cause or for which the grounds relied upon are not
             valid; or the failure of the Employer to obtain the assumption of
             this Agreement by any successors contemplated in Section 18 below.

             10.1  In the event of a Change of Control after the first year of
                   employment the six (6) month base salary termination shall be
                   increased to twelve (12) months. The Employee is responsible
                   for any tax consequences triggered by severance payment or a
                   Change in Control.

             10.2  If, within twelve (12) months following a Change of Control,
                   the Employee terminates his employment with the Employer or
                   the successor corporation due to an Involuntary Termination,
                   or the Employer or the successor corporation terminates
                   Employee's employment with the Employer or the successor
                   corporation without cause, then all of the stock options
                   granted by the Company to the Employee prior to the Change of
                   Control (but not otherwise) that are, as of the date of the
<PAGE>
                   termination, not fully vested and exercisable shall become
                   fully vested and exercisable as of the date of the
                   termination to the extent such stock options are outstanding
                   and unexercisable at the time of such termination.

             10.3  If Employee's employment with the Employer is terminated by
                   the Employee, then all vesting of the Option in respect of
                   shares will terminate immediately and all payments of
                   compensation by the Employer to Employee hereunder will
                   terminate immediately (except as to amounts already earned),
                   and the Employee will only be eligible for severance benefits
                   in accordance with the provisions as contained in this
                   agreement or such additional benefits as may be due in
                   accordance with the employers established policies then in
                   effect.

             10.4  Effective as from the date the Employee's employment with the
                   Employer is terminated by either the Employer or the
                   Employee, the Employee shall have a period of (90) ninety
                   days following such termination date to fully exercise any
                   remaining vested shares that resulted from option grants
                   during the duration of the employment.

         11. Confidential Information. Employee agrees to sign the Nondisclosure
Agreement.

         12. Return of Property. On termination of his employment with Employer,
Employee will immediately surrender to Employer, in good condition, all sales
manuals, price lists, customer account lists, copies of invoices, mailing lists,
letters, notes, memoranda, design specifications, drawings, minutes of meetings,
financial reports, computer software programs, source codes, works in progress
and any other similar items that have been supplied to Employee by Employer, or
generated by Employee for the Employer's use or business and that are in
Employee's possession, custody, or control wherever located, including all
reproductions or copies of such materials.

         13. Equitable Relief. In the event of a breach of any covenant
contained in this Agreement, the non-breaching party shall be entitled to an
injunction restraining such breach in addition to any other remedies provided by
law or in equity.

         14. Assignment of Inventions.

Definitions
-----------

Within this section the following words shall have the following meanings;

'Prior Inventions' shall mean all inventions, original works of authorship,
developments, improvements, and trade secrets made or acquired by the employee
prior to his employment with the Employer, that relate to the Employer's
proposed business, products or research and development, and that are not
assigned to the Employer under this Employment Agreement

         (a) Inventions Retained and Licensed. The Employee represents that
             there are no Prior Inventions

         (b) Assignment of Inventions. The Employee will promptly make a full
             written disclosure to the Employer, will hold in trust for the sole
             right and benefit of the Employer, and hereby assigns to the
             Employer, or its designee, all his right, title, and interest in
             and to any and all inventions, original works of authorship,
             developments, concepts, improvements, designs, discoveries, ideas,
             trademarks or trade secrets, whether or not patentable or
             registrable under copyright or similar laws, that he may solely or
             jointly conceive or develop or reduce to practice, or cause to be
             conceived or developed or reduced to practice in the course of the
             duties of his employment (collectively referred to as
             "Inventions"). The Employee further acknowledges that the copyright
             in respect of all original works of authorship that are made by him
             (solely or jointly with others) within the course of the duties of
<PAGE>
             his employment shall vest in the employer in accordance with S.11
             of the Copyright Designs and Patents Act 1988. The decision whether
             or not to commercialize or market any Invention developed by the
             Employee within the course of the duties of his employment solely
             or jointly with others is within the Employer's sole discretion and
             for the Employer's sole benefit. Neither the Employer nor any other
             entity will pay the Employee a royalty as a result of the
             Employer's efforts to commercialize or market any such Invention.
             The Employee will not incorporate any original work of authorship,
             development, concept, improvement, or trade secret owned, in whole
             or in part, by any third party, into any Invention without the
             Employer's prior written permission signed by the President of the
             Employer.

         (C) Employers right to acquire If at any time during his employment the
             Employee shall originate any design or other work other than in the
             course of the duties of his employment or duties specifically
             assigned to him he shall immediately notify the Employer who shall
             have the right to acquire the design or other work for himself or
             his nominee within 3 months after notification on fair and
             reasonable terms to be agreed or settled by a single arbitrator

         (d) Maintenance of Records. The Employee will keep and maintain
             adequate and current written records of all Inventions made by him
             (solely or jointly with others) during the course of his employment
             with the Employer. The records will be in the form of notes,
             sketches, drawings, laboratory notebooks, and any other format that
             may be specified by the Employer. At all times, the records will be
             available to Employer, and remain the sole property of the
             Employer.

         (e) Patent and Copyright Registrations. The Employee will assist the
             Employer, or its designee, at the Employer's expense, in every
             proper way to secure and protect the Employer's rights in the
             Inventions and any related copyrights, patents, mask work rights or
             other intellectual property rights in any and all countries. The
             Employee will disclose to the Employer all pertinent information
             and data. The Employee will execute all applications,
             specifications, oaths, assignments and all other instruments that
             the Employer deems necessary in order to apply for and obtain such
             rights and in order to assign and convey to the Employer, its
             successors, assigns, and nominees the sole and exclusive rights,
             title and interest in and to such Inventions, and any related
             copyrights, patents, mask work rights or other intellectual
             property rights. The Employee's obligation to execute or cause to
             be executed, when it is in his power to do so, any such instrument
             or papers will continue after the termination of this Employment
             Agreement. If the Employer is unable because of the Employee's
             mental or physical incapacity or for any other reason to secure the
             Employee's signature to apply for or to pursue any application for
             any United States or foreign patents or copyright registrations
             covering Inventions or original works of authorship assigned to the
             Employer as above, then the Employee hereby irrevocably designates
             and appoints the Employer and its duly authorized officers and
             agents as his agent and attorney-in-fact. Accordingly, the Employer
             may act for and in the Employee's behalf to execute and file any
             applications and to do all other lawfully permitted acts to further
             the prosecution and issuance of letters patent or copyright
             registrations with the same legal force and effect as if executed
             by the Employee.

         13. Conflicting Employment. During the term of the Employee's
employment with the Employer, he/she will not engage in any other employment,
occupation, consulting or other business activity directly related to the
business that the Employer is now involved or becomes involved during the term
of the Employee's employment. The Employee will also not engage in any other
activities that conflict with his obligations to the Employer.

         14. Survival. The provisions of paragraphs 9, 10, 11, 12, 13 and 14
hereof shall survive the termination of the Agreement.
<PAGE>
         15. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity and enforceability of the other provisions hereof. If any
provision of this Agreement is unenforceable for any reason whatsoever, such
provision shall be appropriately limited and given effect to the extent that it
may be enforceable.

         16. Governing Law. All rights and obligations of the parties arising
out of this Agreement will be construed and enforced in accordance with the laws
of England and Wales.

         17. Assignment. This Agreement may not be assigned or otherwise
transferred by Employer without the prior written consent of Employee, which
consent shall not be unreasonably withheld. No such consent shall be required
for a transfer of value of all or substantially all of Employer's assets,
whether such transfer is effected by asset sale, merger, stock sale or
otherwise. Any attempted assignment in violation of the provisions of this
section will be void. Subject to the foregoing, this Agreement shall be binding
on and inure to the benefit of the parties and their respective successors and
assigns.

         19. Notices. All notices, requests, demands and other communications
called for hereunder shall be in writing and shall be deemed given (i) on the
date of delivery if delivered personally, (ii) one (1) day after being sent by a
well established commercial overnight service, or (iii) four (4) days after
being mailed by registered or certified mail, return receipt requested, prepaid
and addressed to the parties or their successors at the following addresses, or
at such other addresses as the parties may later designate in writing:

         If to the Employer:
                                   Extended Systems, Inc.
                                   5777 N. Meeker Ave
                                   Boise, ID  83713
                                   Attn: Debbie Kaylor

         If to Employee:  At the last residential address known by the Employer.



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
         day and year first above written.



         EMPLOYER:        EXTENDED SYSTEMS, INCORPORATED

                          By /s/ Steven D. Simpson                 Date: 9/24/03
                             ---------------------                       -------
                             Steven D. Simpson, President/CEO


         EMPLOYEE:           /s/ Nigel Doust                       Date: 9/24/03
                             ---------------------                       -------

<PAGE>
                                    EXHIBIT A

                               DUTIES OF EMPLOYEE




As the Vice President -Europe, Middle East and Africa of Extended Systems,
Incorporated, the employee will:






The above job description is a general description of duties and
responsibilities. Further refinement of responsibilities and definition of goals
and objectives will be mutually agreed upon by Employee and Employer.
<PAGE>
                                    EXHIBIT B

                             TOTAL COMPENSATION PLAN

                            VP EMEA - March 28th 2003




1.       Stock Options = 70,000 shares at start
2.       On Target Earnings (OTE)------(pound)180,000
3.       Annual Base Salary------------(pound)100,000
4.       Annual Bonus Potential--------(pound) 80,000


BONUS EARN-OUT STARTS AT 70% OF QUOTA               ANNUAL STOCK OPTION BONUS
BASED ON ROLLING QUARTERLY PLAN                        BASED ON ANNUAL PLAN

                                                      Year 1           Year 2

Quarterly Bonus   70%   =(pound)10,000                0  shs           0  shs
                  80    =(pound)10,000                0  shs           0  shs
                  90    =(pound)10,000           12,500  shs       5,000  shs
                  100   =(pound)20,000           25,000  shs      10,000  shs
                  110   =(pound)24,225           28,000  shs      13,000  shs
                  120   =(pound)28,825           32,000  shs      16,500  shs
                  130   =(pound)33,832           37,000  shs      20,500  shs
                  140   =(pound)39,232           43,000  shs      25,000  shs
                  150   =(pound)42,040           50,000  shs      34,000  shs

5.       Earnings between 90% band and above will be calculated linearly.
6.       Earnings and expenses are based on recognized revenue under GAAP.
7.       Bonus will be paid quarterly at first of month following earnings
         announcement.
8.       A 20% base salary reduction ((pound)100,000 x .8)=(pound)80,000) will
         apply until profitability is achieved.
9.       Compensation will be reviewed quarterly.  There is no guarantee of an
         increase at any pay review.
10.      Quota will be reviewed quarterly.
11.      From time to time the plan may need to be altered based on business
         changes. Such alteration would be mutually agreed too.
<PAGE>
                                    EXHIBIT C

                                   INVENTIONS


<PAGE>
                                    EXHIBIT D

                                   RELOCATION

</TEXT>
</DOCUMENT>
