EXHIBIT 10.28



Kirsten Berg-Painter







|Re: | Compensation for Board Service and Change of Control Agreement
|--- | --------------------------------------------------------------



Dear Kirsten:



Thank you for your continuing service as a member of the Board of Directors of Pumatech, Inc. (Pumatech or the Company). As we have discussed,
Pumatech would like you to continue your service on its Board of Directors and its committees, and has agreed to continue and extend certain benefits to you. Especially in light of recent legislation that mandates increasing involvement by our
Board, Pumatech is pleased to offer you the benefits described in this letter. Capitalized terms are defined on Schedule 1, attached.



1. Compensation for Attendance at Board Meetings. For so long as you remain a member of the Board, you shall receive compensation on the terms and
conditions described on Schedule 2, attached.



2.
Acceleration of Vesting. As you know, Pumatech has recently granted you options to purchase shares of its Common Stock. Upon a Change of Control, you will automatically receive accelerated vesting of all outstanding stock options then held by
you, and you shall be released from any outstanding Company repurchase options on any shares of Common Stock then held by you, including shares purchased after the date of this letter.



3. 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 letter and agree expressly to perform the obligations under this letter 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. For all purposes under this letter, the term Company shall include any successor to the Companys business and/or assets
which executes and delivers the assumption agreement described in this Section 3 or which becomes bound by the terms of this letter by operation of law.



4. Law Governing; Arbitration. This letter shall be governed by and construed in accordance with the laws of the State of California. Any dispute
or controversy arising under or in connection with this letter shall be settled exclusively in arbitration conducted in Santa Clara County, 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. In any arbitration proceeding, the party determined to be the prevailing party will be entitled to receive, in addition to any other
award, its attorneys fees and expenses of the proceeding.





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5. Employment and Income Taxes. All payments made pursuant to this letter will be subject to
withholding of applicable employment and income taxes, if any.



Of course, each member of the Board serves at the pleasure of the stockholders and nothing in letter is intended to confer any rights upon you to remain a member of the Board. This letter supercedes and replaces any previous agreements
between you and the Company regarding the subject matter hereof.



By your signature below, you indicate that you agree to the terms set out in this letter.



Very truly yours,



| |  | PUMATECH, INC.             
| |  | ---------------------------
| |  |                            
| |  | By:                        
| |  |                            
| |  |                            
| |  |                            
| | 
| |  | ACKNOWLEDGED AND AGREED:   
| | 
| |  | /s/    KIRSTEN
BERG-PAINTER
| |  | Kirsten Berg-Painter       
| |  |                            
| |  | Date:                      





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SCHEDULE 1



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



Change of Control means the occurrence of any of the following
events:



(a) Any person (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), excluding existing beneficial owners as of the date of this letter, is or becomes the beneficial owner (as defined in Section 13d-3 of said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Companys then outstanding voting securities, excluding conversion of any convertible securities issued as of the date of this
letter;



(b) The composition of the Board of Directors changes
during any period of 36 months that follows the date of this letter, such that individuals who, at the beginning of the period, were members of the Board of Directors (the Continuing Directors), cease for any reason to constitute at
least a majority thereof; unless at least 50% of the Continuing Directors has either (i) approved the election of the new Directors, (ii) if the election of the new Directors is voted on by stockholders, recommended that the stockholders vote for
approval, or (iii) otherwise determined that such change in composition does not constitute a Change of Control, even if the Continuing Directors do not constitute a quorum of the whole Board (it being understood that this requirement shall not be
capable of satisfaction unless there is at least one Continuing Director); or



(c) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, 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 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 stockholders of the Company approve 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.



Any other provision of this
schedule notwithstanding, the term Change of Control shall not include either of the following events undertaken at the election of the Company:



(i) Any transaction, the sole purpose of which is to change the state of the Companys incorporation; or



(ii) A transaction, the result of which is to sell all or substantially all
of the assets of the Company to another corporation (the surviving corporation) provided that the surviving corporation is owned directly or indirectly by the stockholders of the Company immediately following such transaction in
substantially the same proportions as their ownership of the Companys common stock immediately preceding such transaction.



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SCHEDULE 2



Schedule of Non-Employee Director Compensation



|1. | Pumatech shall pay each non-employee Board member One Thousand Dollars ($1,000) cash upon adjournment of each regularly scheduled Board meeting that such Board member attends in
person and in entirety.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Pumatech shall pay each non-employee Board member Five Hundred ($500) cash upon adjournment of each regularly scheduled Board meeting that such Board member is either unable to
attend in person, or is not required to attend in person, but otherwise attends telephonically and in entirety.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Pumatech shall pay each non-employee Board Committee member One Thousand Dollars ($1,000) cash upon adjournment of each regularly scheduled meeting of the Audit Committee of the
Board of Directors that such Board Committee member attends in person and in entirety. The Corporation shall make reasonable efforts to schedule Committee meetings immediately prior to or after regularly scheduled Board meetings.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | Pumatech shall pay each non-employee Board Committee member Five Hundred Dollars ($500) cash upon adjournment of each regularly scheduled meeting of the Audit Committee of the Board
of Directors that such Board Committee member is unable to attend in person, or is not required to attend in person, but otherwise attends telephonically and in entirety. The Corporation shall make reasonable efforts to schedule Committee meetings
immediately prior to or after regularly scheduled Board meetings.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Pumatech shall pay each non-employee Board Committee member Five Hundred Dollars ($500) cash upon adjournment of each regularly scheduled meeting of the Compensation Committee of
the Board of Directors that such Board Committee member attends either in person or telephonically and in entirety. The Corporation shall make reasonable efforts to schedule Committee meetings immediately prior to or after regularly scheduled Board
meetings.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Pumatech shall pay the non-employee Board Committee Chairman of the Audit Committee an additional Five Hundred Dollars ($500) cash upon adjournment of each regularly scheduled
meeting of the Audit Committee of the Board of Directors that such Committee Chairman attends in entirety. The Corporation shall make reasonable efforts to schedule Committee meetings immediately prior to or after regularly scheduled Board meetings.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | Pumatech shall pay the non-employee Board Committee Chairman of the Compensation Committee an additional Two Hundred Fifty Dollars ($250) cash upon adjournment of each regularly
scheduled meeting of the Compensation Committee of the Board of Directors that such Committee Chairman attends in entirety. The Corporation shall make reasonable efforts to schedule Committee meetings immediately prior to or after regularly
scheduled Board meetings.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | Pumatech shall pay the Chairman of the Board an additional Five Hundred ($500) cash upon adjournment of each regularly scheduled Committee meeting of the Board of Directors that the
Chairman of the Board attends in entirety. The Corporation shall make reasonable efforts to schedule Committee meetings immediately prior to or after regularly scheduled Board meetings.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | Pumatech shall pay the non-employee Board member annual compensation in the amount of Twenty Thousand Dollars ($20,000), to be paid in equal quarterly installments, commencing on
February 15, 2004, and continuing every year thereafter; provided in each case that the Directors service shall not have terminated for any reason (including death or disability) prior to any such quarterly payment date.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. | Pumatech shall pay the non-employee Board Committee Chairman of the Audit Committee an additional Ten Thousand Dollars ($10,000) to be paid in equal quarterly installments,
commencing on February 15, 2004, and continuing every year thereafter; provided in each case that the Directors
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | service as Board Committee Chairman shall not have terminated for any reason (including death or disability) prior to any such quarterly payment date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------



|11. | Pumatech shall pay the non-employee Board Committee Chairman of the Compensation Committee an additional Ten Thousand Dollars ($10,000) to be paid in equal quarterly installments,
commencing on February 15, 2004, and continuing every year thereafter; provided in each case that the Directors service as Board Committee Chairman shall not have terminated for any reason (including death or disability) prior to any such
quarterly payment date.
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|12. | Pumatech shall pay the non-employee Chairman of the Board an additional Fifteen Thousand Dollars ($15,000) to be paid in equal quarterly installments, commencing on February 15,
2004, and continuing every year thereafter; provided in each case that the Directors service as Board Committee Chairman shall not have terminated for any reason (including death or disability) prior to any such quarterly payment date.
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Pumatech reserves the right to change the compensation set forth
in this schedule at any time, by resolution of the Board of Directors.



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