EXHIBIT 10.2.2
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                               AMENDMENT NUMBER 1

                  EXTENDED SYSTEMS INCORPORATED 1998 STOCK PLAN


Extended Systems Incorporated, pursuant to and in accordance with the provisions
of Section 15 of the Extended Systems Incorporated 1998 Stock Plan, does hereby
amend said Plan, effective as of January 23, 2001, as follows:

Section 2, paragraph (m), titled "Fair Market Value", subparagraph (i), is
replaced in its entirety with the following sentence:

            "If the Common Stock is listed on any established stock exchange or
            a national market system, including without limitation The Nasdaq
            National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
            Market, its Fair Value shall be the closing sales price for such
            stock (or the closing bid, if no sales were reported) as quoted on
            such exchange or system on the date of determination, as reported in
            THE WALL STREET JOURNAL or such other source as the Administrator
            deems reliable;"