AVANTGO INC
AMENDED AND RESTATED CHANGE OF CONTROL
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>6
<FILENAME>d50108_exh10-36.txt
<DESCRIPTION>AMENDED AND RESTATED CHANGE OF CONTROL
<TEXT>

                                                                   EXHIBIT 10.36


                AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT


     This Amended and Restated Change of Control  Agreement (the "Agreement") is
made and entered into  effective  as of December 6, 1999 by and between  MICHAEL
AUFRICHT  (the  "Employee")  and  AvantGo,  Inc.,  a Delaware  corporation  (the
"Company").

                                    RECITALS

     A. The Board of Directors of the Company (the "Board")  believes that it is
in the best  interests  of the  Company  and its  stockholders  to  provide  the
Employee with an incentive to continue his or her employment with the Company.

     B. The Board  believes  that it is  imperative to provide the Employee with
certain  benefits upon  termination of the  Employee's  employment in connection
with a Change of Control (defined below).

     In  consideration  of  the  mutual  covenants  herein  contained,   and  in
consideration  of the  continuing  employment  of Employee by the  Company,  the
parties agree as follows:

          1. At-Will Employment.  The Company and the Employee  acknowledge that
the Employee's  employment is and shall continue to be at-will, as defined under
applicable  law.  If  the  Employee's  employment  terminates  for  any  reason,
including (without limitation) any termination prior to a Change of Control, the
Employee  shall  not be  entitled  to any  compensation,  other  than  as may be
available  in  accordance  with the  Company's  established  employee  plans and
written  policies at the time of termination.  The terms of this Agreement shall
terminate  upon the  earliest  of (a) the date on which  Employee  ceases  to be
employed as an employee of the Company, (b) the date that all obligations of the
parties  hereunder  have been  satisfied,  or (c) one (1) year after a Change of
Control.

          2. Change of Control.

               (a) Termination  Following A Change of Control. If the Employee's
employment with the Company is terminated  within one (1) year after a Change of
Control,  then the Employee shall be entitled to receive  severance  benefits as
follows:

                    (i) Voluntary  Resignation or Termination  for Cause. If (A)
the Employee  voluntarily resigns from the Company (other than as an Involuntary
Termination  (as defined  below)) or (B) the Company  terminates  the Employee's
employment for Cause (as defined below), then the Employee shall not be entitled
to  receive  any  additional  compensation.  The  Employee's  benefits  will  be
terminated  under the  Company's  then  existing  benefit  plans and policies in
accordance  with such plans and policies in effect on the date of termination or
as otherwise determined by the Board of Directors of the Company.

                    (ii) Involuntary  Termination.  If the Employee's employment
is terminated as a result of an  Involuntary  Termination  other than for Cause,
the Employee shall be entitled to receive immediate vesting of a portion of each
unvested  stock option and restricted  stock grant for the Company's  securities
held by the Employee on the date of  termination  such that (a) each such option
shall be vested with respect to an additional 25% of the shares  thereunder (but
not to  exceed  100%  of the  shares  thereunder)  on the  termination  date  in
accordance  with the  provisions  of the Option  Agreement  and Plan pursuant to
which such  option was  granted  and (b) the  Company's  repurchase  rights with
respect to each such  restricted  stock  grant  shall  lapse with  respect to an
additional  25% of the shares  thereunder  (but not to exceed 100% of the shares
thereunder)  on the  termination  date in accordance  with the provisions of the
Restricted Stock Purchase  Agreement pursuant to which such restricted stock was
sold.


<PAGE>

               (b) Termination Apart from a Change of Control. If the Employee's
employment  with the Company is terminated at any time within one (1) year after
the Employee's  commencement of employment  with the Company,  then the Employee
shall be entitled to receive severance benefits as follows:

                    (i) Voluntary  Resignation or Termination  for Cause. If (A)
the Employee  voluntarily resigns from the Company (other than as an Involuntary
Termination) or (B) the Company terminates the Employee's  employment for Cause,
then the Employee shall not be entitled to receive any additional  compensation.
The  Employee's  benefits will be terminated  under the Company's  then existing
benefit plans and policies in accordance  with such plans and policies in effect
on the date of termination or as otherwise  determined by the Board of Directors
of the Company.

                    (ii) Involuntary  Termination.  If the Employee's employment
is terminated as a result of an  Involuntary  Termination  other than for Cause,
the Employee shall be entitled to receive immediate vesting of a portion of each
unvested  stock option and restricted  stock grant for the Company's  securities
held by the Employee on the date of  termination  such that (a) each such option
shall be exercisable for 25% of the shares thereunder on the termination date in
accordance  with the  provisions  of the Option  Agreement  and Plan pursuant to
which such  option was  granted  and (b) the  Company's  repurchase  rights with
respect to each such  restricted  stock grant shall lapse with respect to 25% of
the shares  thereunder on the termination date in accordance with the provisions
of the Restricted  Stock Purchase  Agreement  pursuant to which such  restricted
stock was sold.

          3.  Definition  of Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

               (a)  Change  of  Control.  "Change  of  Control"  shall  mean the
occurrence of any of the following events:

                    (i)  Ownership.  Any  "Person"  (as  such  term  is  used in
Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended) is
or becomes  the  "Beneficial  Owner" (as  defined in Rule 13d-3 under said Act),
directly or indirectly,  of securities of the Company representing fifty percent
(50%) or more of the  total  voting  power  represented  by the  Company's  then
outstanding  voting  securities;  provided that, at the time of such acquisition
the Company is subject to the periodic reporting requirements under the Act.

                    (ii) Merger/Sale of Assets. A merger or consolidation of the
Company, whether or not approved by the Board of Directors of the Company, other
than a merger or  consolidation  which would result in the voting  securities of
the Company  outstanding  immediately  prior  thereto  continuing  to  represent
(either by remaining outstanding or by being converted into voting securities of
the  surviving  entity) at least fifty  percent  (50%) of the total voting power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding  immediately after such merger or consolidation,  or the approval by
the stockholders of the Company of a plan of complete liquidation of the Company
or an  agreement  for  the  sale  or  disposition  by  the  Company  of  all  or
substantially all of the Company's assets.

               (b) Cause.  "Cause"  shall mean (i) gross  negligence  or willful
misconduct in the  performance of the Employee's  duties to the Company that has
resulted  or is  likely  to result in  substantial  and  material  damage to the
Company or its subsidiaries,  (ii) repeated  unexplained or unjustified  absence
from the Company, (iii) a material and willful violation of any federal or state
law,  (iv)  commission  of any act of fraud with respect to the Company,  or (v)
conviction of a felony or a crime  involving moral  turpitude  causing  material
harm to the standing and  reputation of the Company,  in each case as determined
in good faith by the Board of Directors of the Company.


<PAGE>

               (c)  Involuntary  Termination.  "Involuntary  Termination"  shall
include any  termination  by the Company other than for Cause and the Employee's
voluntary  termination,  upon 30 days'  prior  written  notice  to the  Company,
following  (i) a material  reduction  or change in job duties or a change in job
title,  responsibilities  and  requirements  inconsistent  with  the  Employee's
position with the Company and the Employee's prior duties,  responsibilities and
requirements; (ii) any reduction of the Employee's base compensation (other than
in connection with a general  decrease in base salaries for most officers of the
Company  and any  successor  corporation);  or (iii) the  Employee's  refusal to
relocate to a facility or location outside of the San Francisco Bay area.

          4.  Limitation on Payments.  In the event that the severance and other
benefits  provided for in this Agreement to the Employee  constitute  "parachute
payments"  within the meaning of Section  280G of the  Internal  Revenue Code of
1986, as amended (the "Code"),  and, but for this Section 4, would be subject to
the excise tax imposed by Section 4999 of the Code, the Company shall reduce the
aggregate  amount of such  payments  and  benefits  such that the present  value
thereof (as determined  under the Code and the applicable  regulations) is equal
to 2.99 times the Employee's  "base amount" as defined in Section  280G(b)(3) of
the Code.

          5. Certain Business Combinations. In the event it is determined by the
Board, upon receipt of a written opinion of the Company's  independent auditors,
that the  enforcement  of any  Section  of this  Agreement,  including,  but not
limited to,  Section 2 hereof,  which allow for the  acceleration  of vesting of
stock options or restricted  stock grants for the Company's  securities upon the
effective  date of a  Change  of  Control,  would  preclude  accounting  for any
proposed business  combination of the Company involving a Change of Control as a
pooling of interests, and the Board otherwise desires to approve such a proposed
business  transaction  which  requires  as a  condition  to the  closing of such
transaction  that it be accounted for as a pooling of  interests,  then any such
Section of this  Agreement  shall be null and void. For purposes of this Section
5, the  Board's  determination  shall  require  the  unanimous  approval  of the
non-employee Board members.

          6.  Successors.  Any  successor  to the  Company  (whether  direct  or
indirect and whether by purchase, lease, merger,  consolidation,  liquidation or
otherwise) to all or substantially  all of the Company's  business and/or assets
shall assume the obligations under this Agreement and agree expressly to perform
the  obligations  under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a
succession.  The  terms  of  this  Agreement  and all of the  Employee's  rights
hereunder  shall inure to the benefit of, and be enforceable  by, the Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

          7. Notice.  Notices and all other communications  contemplated by this
Agreement  shall be in writing  and shall be deemed to have been duly given when
personally  delivered,  when mailed by U.S. registered or certified mail, return
receipt  requested  and postage  prepaid or when sent by confirmed  facsimile or
electronic mail transmission.  Mailed, faxed or e-mailed notices to the Employee
shall be addressed to the Employee at the home address, fax number or electronic
mail address  which the Employee most  recently  communicated  to the Company in
writing. In the case of the Company,  mailed, faxed or e-mailed notices shall be
addressed to its  corporate  headquarters,  and all notices shall be directed to
the attention of its Secretary.

          8. Miscellaneous Provisions.

               (a) No Duty to Mitigate.  The  Employee  shall not be required to
mitigate the amount of any payment  contemplated  by this Agreement  (whether by
seeking  new  employment  or in any other  manner),  nor,  except  as  otherwise
provided in this  Agreement,  shall any such  payment be reduced by any earnings
that the Employee may receive from any other source.


<PAGE>

               (b) Waiver.  No  provision of this  Agreement  shall be modified,
waived or discharged unless the  modification,  waiver or discharge is agreed to
in  writing  and  signed by the  Employee  and by an  authorized  officer of the
Company (other than the  Employee).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.

               (c)  Whole   Agreement.   No   agreements,   representations   or
understandings  (whether oral or written and whether  express or implied)  which
are not expressly set forth in this  Agreement have been made or entered into by
either  party  with  respect  to  the  subject  matter  hereof.  This  Agreement
supersedes any agreement of the same title and concerning similar subject matter
dated prior to the date of this  Agreement,  and by execution of this  Agreement
both parties agree that any such predecessor  agreement shall be deemed null and
void.

               (d) Choice of Law. The validity, interpretation, construction and
performance  of this  Agreement  shall be  governed  by the laws of the State of
California without reference to conflict of laws provisions.

               (e)  Severability.  If any term or provision of this Agreement or
the application  thereof to any  circumstance  shall, in any jurisdiction and to
any  extent,  be  invalid  or  unenforceable,  such term or  provision  shall be
ineffective  as to  such  jurisdiction  to the  extent  of  such  invalidity  or
unenforceability  without invalidating or rendering  unenforceable the remaining
terms and  provisions  of this  Agreement or the  application  of such terms and
provisions to  circumstances  other than those as to which it is held invalid or
unenforceable,  and  a  suitable  and  equitable  term  or  provision  shall  be
substituted therefor to carry out, insofar as may be valid and enforceable,  the
intent and purpose of the invalid or unenforceable term or provision.

               (f) Arbitration.  Any dispute or controversy  arising under or in
connection  with this  Agreement may be settled at the option of either party by
binding arbitration in the County of San Mateo,  California,  in accordance with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered on the arbitrator's award in any court having jurisdiction.  Punitive
damages shall not be awarded.

               (g) Legal Fees and  Expenses.  The parties  shall each bear their
own  expenses,  legal  fees and other  fees  incurred  in  connection  with this
Agreement.

               (h) No  Assignment  of  Benefits.  The  rights  of any  person to
payments or benefits under this Agreement shall not be made subject to option or
assignment,  either by voluntary or  involuntary  assignment  or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process,  and any action in violation of this subsection (h) shall be
void.

               (i)  Employment   Taxes.  All  payments  made  pursuant  to  this
Agreement  will be subject to  withholding  of applicable  income and employment
taxes.

               (j)  Assignment  by  Company.  The  Company may assign its rights
under this  Agreement to an  affiliate,  and an affiliate  may assign its rights
under this  Agreement  to another  affiliate  of the Company or to the  Company;
provided,  however,  that no  assignment  shall be made if the net  worth of the
assignee is less than the net worth of the Company at the time of assignment. In
the case of any such  assignment,  the term  "Company" when used in a section of
this Agreement shall mean the corporation that actually employs the Employee.

               (k) Counterparts. This Agreement may be executed in counterparts,
each of which  shall be  deemed  an  original,  but all of which  together  will
constitute one and the same instrument.



<PAGE>

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized  officer,  as of the day and year
first above written.


AVANTGO, INC.                                         MICHAEL AUFRICHT

By: /s/ Felix Lin                                     /s/ Michael Aufricht
    ----------------                                  -----------------------
Name:   Felix Lin
Title:  Chief Executive Officer
Address:  1700 Amphlett Boulevard, Suite 300          Address: [Address 1]
          San Mateo, CA 94402                                  [Address 2]



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</DOCUMENT>
