EXHIBIT 10.37


                           CHANGE OF CONTROL AGREEMENT


     This Change of Control Agreement (the "Agreement") is made and entered into
effective as of August 1, 2001, by and between Paul  Kanneman  (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 (i) in connection
with a Change of Control (defined below); and (ii) within one year of Employee's
commencement of employment with the Company.

     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 (i) as set forth
in as set forth in Section 2(b), if applicable;  and (ii) 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 from start of
employment, 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 full and immediate  vesting of twelve
months of unvested  stock options and  restricted  stock grant for the Company's
securities  held by the  Employee on the date of  termination,  so that (a) each
such option shall be exercisable in full on the  termination  date in accordance
with the  provisions  of the Option  Agreement  and Plan  pursuant to which such
option was  granted  and (b) all  repurchase  rights  held by the  Company  with
respect to each such  restricted  stock  grant  shall  lapse with  respect to an
additional  twelve  months from the  termination  date,  provided that the total
vesting shall not exceed 100% of the original number of options to


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purchase  shares  granted,  in accordance  with the provisions of the Restricted
Stock Purchase  Agreement  pursuant to which such restricted  stock was sold. 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.

               (b) Termination Apart from a Change of Control. If the Employee's
employment  with the Company is terminated at any time,  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 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.

          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.  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.

          5. 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.

          6. 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.

               (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


<PAGE>

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.

         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.                                       PAUL KANNEMAN


By: /s/ Richard Owen                                /s/ Paul Kanneman
    ----------------                                -----------------
Name:  Richard Owen
Title: Chief Executive Officer

Address:  25881 Industrial Blvd.                    Address:
          Hayward, CA 94545