AVANTGO INC
OFFER LETTER AND CHANGE OF CONTROL
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>8
<FILENAME>d50108_exh10-38.txt
<DESCRIPTION>OFFER LETTER AND CHANGE OF CONTROL
<TEXT>

                                                                   EXHIBIT 10.38


                                  OFFER LETTER
                                       and
                           CHANGE OF CONTROL AGREEMENT
                                   SUPPLEMENT


This is to clarify some aspects of the Offer Letter to Paul Kanneman  dated July
12, 2001, and the Change of Control Agreement dated August 1, 2001.

1. The term  "restricted  stock"  as used in the  Offer  Letter  means the stock
cannot be sold by Paul for 12 months from the date of grant.


2. The "graduated bonus schedule" referenced in section 4 of the Offer Letter is
attached hereto as Schedule A.

3. The last  sentence  of section  2(a)(ii)  to the Change of Control  Agreement
states:

         "In addition, 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 six (6) months base salary at current  rate of pay,
         the last  quarter's  performance  bonus  amount,  and  payment of COBRA
         insurance coverage for the six (6) month severance term."

                  The phrase "the last  quarter's  performance  bonus amount" is
                  intended to mean that if Paul is  terminated  during his first
                  year of employment,  he would not receive the Guaranteed Bonus
                  for any  calendar  quarter  in which he is no longer  employed
                  with AvantGo.  If Paul is  terminated  after 12 full months of
                  employment  with AvantGo,  this sentence would  effectively be
                  interpreted to read:


         "In addition, 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 six (6) months base salary at current  rate of  pay
         and payment of COBRA insurance coverage for the six (6) month severance
         term."



AVANTGO, INC.                                        PAUL KANNEMAN


/s/ Evelyn Hogan Jackson                             /s/ Paul Kanneman
------------------------                             -----------------
Signature                                            Signature

Evelyn Hogan-Jackson
Name (Print or Type)

Vice President Human Resources
Title



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