EXHIBIT 10.34

                                  AVANTGO, INC.
                            STOCK OPTION GRANT NOTICE
                            2001 STOCK INCENTIVE PLAN

AvantGo,  Inc.  (the  "Company")  hereby  grants to  Participant  an Option (the
"Option")  to  purchase  shares of the  Company's  Common  Stock.  The Option is
subject to all the terms and  conditions  set forth in this Stock  Option  Grant
Notice (this "Grant Notice") and in the Stock Option Agreement and the Company's
2001 Stock Incentive Plan (the "Plan"),  which are attached to and  incorporated
into this Grant Notice in their entirety.

<TABLE>
<CAPTION>
<S>                                      <C>
Participant:                             _____________________________

Grant Date:                              _____________________________  [date of Board approval of grant]

Vesting Commencement Date:               _____________________________  [typically grant date or date of hire]

Number of Shares Subject to Option:      _____________________________

Exercise Price (per Share):              _____________________________

Option Expiration Date:                  _____________________________  (subject to earlier termination in
                                         accordance with the terms of the Plan and the Stock Option Agreement)
                                         [option expiration date is typically 10 years from grant date]

Type of Option:                          Nonqualified Stock Option

Vesting and Exercisability Schedule:     25% per year from the Vesting
                                         Commencement Date
</TABLE>

Additional  Terms/Acknowledgement:   The  undersigned  Participant  acknowledges
receipt of, and understands  and agrees to, this Grant Notice,  the Stock Option
Agreement and the Plan.  Participant  further  acknowledges that as of the Grant
Date, this Grant Notice,  the Stock Option  Agreement and the Plan set forth the
entire   understanding   between  Participant  and  the  Company  regarding  the
acquisition  of stock in the  Company and  supersede  all prior oral and written
agreements    on   the   subject   with   the   exception   of   the   following
agreements:_________________.

AVANTGO, INC.
                                         PARTICIPANT

                                         _______________________________________
By: ____________________________________                  Signature

Its: ___________________________________
                                         Date:__________________________________
Attachments:                             Address:  _____________________________
1.  Stock Option Agreement                         _____________________________
2.  2001 Stock Incentive Plan            Taxpayer ID: __________________________


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                                  AVANTGO, INC.
                            2001 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


Pursuant to your Stock Option  Grant Notice (the "Grant  Notice") and this Stock
Option Agreement,  AvantGo,  Inc. has granted you an Option under its 2001 Stock
Incentive  Plan (the "Plan") to purchase  the number of shares of the  Company's
Common Stock indicated in your Grant Notice (the "Shares") at the exercise price
indicated in your Grant Notice. Capitalized terms not explicitly defined in this
Stock Option  Agreement but defined in the Plan shall have the same  definitions
as in the Plan.

The details of the Option are as follows:

1. Vesting and Exercisability.  Subject to the limitations contained herein, the
Option  will vest and become  exercisable  as  provided  in your  Grant  Notice,
provided  that vesting will cease upon the  termination  of your  employment  or
service  relationship with the Company or a Related Corporation and the unvested
portion of the Option will terminate.

2.  Securities  Law  Compliance.  Notwithstanding  any other  provision  of this
Agreement,  you may not  exercise  the Option  unless the Shares  issuable  upon
exercise are registered under the Securities Act or, if such Shares are not then
so registered,  the Company has determined that such exercise and issuance would
be exempt from the registration requirements of the Securities Act. The exercise
of the Option  must also  comply  with  other  applicable  laws and  regulations
governing  the  Option,  and you may not  exercise  the  Option  if the  Company
determines that such exercise would not be in material compliance with such laws
and regulations.

3. Method of Exercise.  You may exercise the Option by giving  written notice to
the Company, in form and substance satisfactory to the Company, which will state
your  election to exercise the Option and the number of Shares for which you are
exercising the Option. The written notice must be accompanied by full payment of
the  exercise  price for the number of Shares you are  purchasing.  You may make
this payment in any  combination  of the  following:  (a) by cash;  (b) by check
acceptable to the Company; (c) if permitted by the Plan Administrator,  by using
shares of Common Stock you have owned for at least six months; (d) if the Common
Stock is registered  under the Exchange Act, by  instructing a broker to deliver
to the Company the total payment required;  or (e) by any other method permitted
by the Plan Administrator.

4. Market  Standoff.  By exercising the Option you agree that the Shares will be
subject to the market standoff restrictions on transfer set forth in the Plan.

5.  Treatment  Upon  Termination  of  Employment  or Service  Relationship.  The
unvested portion of the Option will terminate  automatically and without further
notice  immediately upon termination of your employment or service  relationship
with  the  Company  or  a  Related   Corporation  for  any  reason  ("Employment
Termination  Date").  You may  exercise  the  vested  portion  of the  Option as
follows:

          (a) General Rule.  You must exercise the vested  portion of the Option
on or before the earlier of (i) three months after your  Employment  Termination
Date and (ii) the Option Expiration Date;

          (b)   Retirement  or  Disability.   If  your   employment  or  service
relationship  terminates due to Retirement or Disability,  you must exercise the
vested portion of the Option on or before the earlier of (i) one year after your
Employment Termination Date and (ii) the Option Expiration Date;

          (c) Death. If your employment or service  relationship  terminates due
to your death,  the vested  portion of the Option must be exercised on or before
the earlier of (i) one year after your Employment  Termination Date and (ii) the
Option  Expiration  Date.  If you die  within  30  days  after  your  Employment
Termination Date but while the Option is still  exercisable,  the vested portion
of the Option may be exercised  until the earlier of (x) one year after the date
of death and (y) the Option Expiration Date;


<PAGE>

          (d) Cause. The vested portion of the Option will automatically  expire
at the time the Company first notifies you of the termination of your employment
or service  relationship  with the Company or a Related  Corporation  for Cause,
unless  the Plan  Administrator  determines  otherwise.  If your  employment  or
service  relationship is suspended  pending an investigation of whether you will
be  terminated  for Cause,  all your rights  under the Option  likewise  will be
suspended during the period of investigation. If any facts that would constitute
termination for Cause are discovered after your Employment Termination Date, any
Option you then hold may be  immediately  terminated by the Plan  Administrator;
and

          (e) Satisfaction of Securities Law Requirements.  If during any period
described in  subparagraphs  (a) through (c) above the Option is not exercisable
solely because the securities  law  requirements  described in paragraph 2 above
are not satisfied,  (i) the Option will be exercisable for a period of time that
is equal in duration to the applicable  period described in such  subparagraphs,
beginning on the date that such securities law  requirements  are satisfied (the
"Extension  Period")  and (ii) the  Option  will  expire on the  earlier  of the
expiration of the Extension Period and the Option Expiration Date.

It is your responsibility to be aware of the date the Option terminates.

6.  Limited  Transferability.  During your  lifetime  only you can  exercise the
Option. The Option is not transferable  except by will or by the applicable laws
of  descent  and  distribution,  except  to the  extent  permitted  by the  Plan
Administrator.  The Plan  provides  for  exercise of the Option by a  designated
beneficiary or the personal representative of your estate.

7.  Withholding  Taxes.  As a  condition  to the  exercise  of any portion of an
Option,  you must make such  arrangements  as the  Company  may  require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise.

8.  Option Not an  Employment  or Service  Contract.  Nothing in the Plan or any
Award granted under the Plan will be deemed to constitute an employment contract
or confer or be deemed to confer any right for you to continue in the employ of,
or to  continue  any  other  relationship  with,  the  Company  or  any  Related
Corporation  or  limit  in any way  the  right  of the  Company  or any  Related
Corporation to terminate your employment or other relationship at any time, with
or without Cause.

9. No Right to  Damages.  You will have no right to bring a claim or to  receive
damages if you are required to exercise the vested  portion of the Option within
three months (one year in the case of  Retirement,  Disability or death) of your
Employment  Termination  Date or if any  portion of the Option is  cancelled  or
expires unexercised. The loss of existing or potential profit in Awards will not
constitute  an  element  of  damages  in the  event of the  termination  of your
employment or service  relationship for any reason even if the termination is in
violation of an obligation of the Company or a Related Corporation to you.

10. Binding  Effect.  This Agreement will inure to the benefit of the successors
and assigns of the Company  and be binding  upon you and your heirs,  executors,
administrators, successors and assigns.

11.  Limitation  on Rights;  No Right to Future  Grants;  Extraordinary  Item of
Compensation.  By entering  into this  Agreement  and accepting the grant of the
Option evidenced hereby, you acknowledge:  (a) that the Plan is discretionary in
nature and may be suspended or terminated  by the Company at any time;  (b) that
the  grant of the  Option  is a  one-time  benefit  which  does not  create  any
contractual or other right to receive  future grants of options,  or benefits in
lieu of options;  (c) that all  determinations  with  respect to any such future
grants,  including,  but not limited to, the times when options will be granted,
the number of shares subject to each option,  the option price,  and the time or
times when each option will be  exercisable,  will be at the sole  discretion of
the Company; (d) that your participation in the Plan is voluntary;  (e) that the
value of the Option is an  extraordinary  item of compensation  which is outside
the scope of your employment  contract,  if any; (f) that the Option is not part
of normal or expected  compensation  for purposes of calculating  any severance,
resignation, redundancy, end of service payments, bonuses, long-service


<PAGE>

awards, pension or retirement benefits or similar payments; (g) that the vesting
of  the  Option  ceases  on  the  termination  of  your  employment  or  service
relationship with the Company or a Related  Corporation for any reason except as
may otherwise be explicitly  provided in the Plan or this Agreement or otherwise
permitted  by the Plan  Administrator;  (h) that the future  value of the Shares
underlying the Option is unknown and cannot be predicted with certainty; and (i)
that if the Shares  underlying  the Option do not increase in value,  the Option
will have no value.

12.  Employee Data Privacy.  By entering this  Agreement,  you (a) authorize the
Company  and  your  employer,  if  different,  and  any  agent  of  the  Company
administering the Plan or providing Plan recordkeeping  services, to disclose to
the  Company  or any of its  affiliates  any  information  and data the  Company
requests in order to facilitate  the grant of the Option and the  administration
of the Plan; (b) waive any data privacy rights you may have with respect to such
information;  and (c) authorize the Company and its agents to store and transmit
such information in electronic form.