AutoCoded Document




Exhibit 10.30



February 10,
2004




Steven
Goldberg
2108 The Strand
Manhattan Beach, CA 90026




Re: Change
of Control Agreement



Dear Steve:



As we
have discussed, Pumatech, Inc. (the “Company”) has agreed to extend
certain benefits to you for so long as you remain the Vice President of
Corporate Development of the Company. This letter sets out the terms of our
agreement. Capitalized terms are defined on Schedule 1, attached.



	 	1.
Acceleration of Vesting. Upon a Change of Control, you will automatically
receive twelve (12) months of accelerated vesting of all outstanding stock
options then held by you at the time of a Change of Control; provided that your
service shall not have terminated for any reason (including without limitation,
for death or disability) prior to any such Change of Control. If your service
with the Company terminates for any reason (including without limitation, for
death or disability) prior to the Change of Control date, you shall not be
entitled to receive accelerated vesting of stock options.







	 	2.
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.







	 	3.
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.














	 	4.
Employment and Income Taxes. All payments made pursuant to this letter
will be subject to withholding of applicable employment and income taxes, if
any.







	 	5.
At-Will Employment. Of course, your employment with the Company will
continue to be on an “at will” basis, meaning that either you or the
Company may terminate your employment at any time for any reason or no reason,
without further obligation or liability. The Company also reserves the right to
modify or amend the terms of your employment (other than those set forth in this
letter) at any time for any reason. This policy of at-will employment is the
entire agreement as to the subject matter hereof, and may only be modified in an
express written agreement signed by the Chief Executive Officer of the Company.







	 	6.
Termination. Notwithstanding anything to the contrary contained herein,
this Agreement shall automatically terminate in its entirety should you cease to
be the Vice President of Finance and Administration of the Company prior to a
Change of Control.







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



Very truly
yours,



	 	PUMATECH,
INC.







	 	By:
    /s/ WOODSON HOBBS
                 Woodson
Hobbs
                 President and CEO








	 	ACKNOWLEDGED
AND AGREED:







	 	          /s/ STEVE GOLDBERG
                Steve
Goldberg







	 	Date:
    February 10, 2004








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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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