Sample Business Contracts

Promissory Note - AvantGo Inc. and Mike Aufricht

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                                 PROMISSORY NOTE

$200,000.00                                                San Mateo, California
                                                                  April 20, 2000

     For value  received,  the  undersigned  (the  "Borrower")  promises  to pay
AvantGo,  Inc., a Delaware corporation (the "Company"),  at its principal office
the principal sum of Two Hundred Thousand Dollars  ($200,000.00),  with interest
from  the date  hereof  at a rate of six  percent  (6%)  per  annum,  compounded
semiannually,  on the unpaid  balance of such  principal sum. Such principal and
interest  shall be due and  payable  on April 19,  2005 (the  "Maturity  Date"),
provided  that if the  Maturity  Date  occurs  during (i) the  "lock-up"  period
following an Initial Public  Offering of the Company's  securities,  or (ii) the
period of time  following a "Change of Control"  (as defined in the Stock Option
Agreement  (the  "Option  Agreement")  dated as of October 19, 1999  between the
undersigned and the Company) in which  Borrower's  ability to sell shares of the
Company's capital stock is prohibited, the Maturity Date shall be extended until
the date on which such lock-up period or prohibition expires.

     Notwithstanding  the foregoing,  the entire unpaid principal sum and unpaid
interest under this Note shall become  immediately  due and payable upon: (a) 90
days after the Borrower ceases to be employed by the Company; (b) the failure of
the Borrower to pay when due the principal  balance and accrued interest on this
Note and the continuation of such default for more than thirty (30) days; or (c)
the  insolvency of the Borrower,  the  commission of an act of bankruptcy by the
Borrower,  the execution by the Borrower of a general assignment for the benefit
of  creditors,  or the  filing by or  against  the  Borrower  of a  petition  in
bankruptcy  or a  petition  for  relief  under  the  provisions  of the  federal
bankruptcy act or another state or federal law for the relief of debtors and the
continuation of such petition without dismissal for a period of ninety (90) days
or more.

     Principal  and interest are payable in lawful money of the United States of

     Should suit be commenced to collect any sums due under this Note,  such sum
as the Court may deem reasonable  shall be added hereto as attorneys'  fees. The
makers and endorsers have severally  waived  presentment  for payment,  protest,
notice of protest, and notice of nonpayment of this Note.

                                        /s/ Mike Aufricht
                                        Mike Aufricht