Sample Business Contracts


Master License Agreement Term Sheet - Ford Motor Co. and AvantGo Inc.


                                [LOGO OF FORD]

                                                                January 31, 2000

Steve Isaacson
District Sales Manager
AvantGo. Inc.
1962 Sheridan Rd.
Buffalo Grove, IL 60089

Requisition Number: RQ00 032R19
Procurement Number: 028471

Steve,

Please accept this letter as authorization to ship and invoice the following
products and services to Ford Motor Company. This authorization is pursuant to
the terms and conditions of the existing Software License Agreement between
AvantGo and Ford, and the attached Term Sheet dated January 28, 2000.

Qty      Description                                                 Price
---      -----------                                                 -----
1        AvantGo Enterprise interactive Server Master License      $[******]

1        Premium Dedicated Support Consultant                       [******]

1        One-year maintenance support and software updates          [******]

                                                                   -------------
         Total                                                     $[******]

Regards,

/s/ G.G. Surdu
--------------
George Surdu
Director, Technical Services
Ford Motor Company

Agreed & Accepted

AvantGo Inc.

/s/ Felix Lin                                             2/4/2000
-------------
Felix Lin
Chairman of the Board


[******] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

                      MASTER LICENSE AGREEMENT TERM SHEET
                                   BETWEEN
                  FORD MOTOR COMPANY, INC. AND AVANTGO, INC.
                               January 31, 2000

OVERVIEW                         Ford Motor Company, all its subsidiaries and
                                 affiliates whether wholly owned or controlled
                                 by Ford Motor Company, as well as subsidiaries
                                 and affiliates of Ford Motor Company that
                                 might be spun off during the life of this
                                 Agreement in which latter case the provisions
                                 of this Agreement shall apply only for the
                                 remainder of its term (collectively "Ford") and
                                 AvantGo, Inc. ("AvantGo") propose to amend the
                                 existing Software License Agreement ("SLA") to
                                 enable Ford to broadly deploy AvantGo
                                 Enterprise Interactive Server software
                                 ("AvantGo Software"). AvantGo Software will be
                                 used by Ford employees and contractors.

                                 This term sheet will supersede the SLA in the
                                 event of contradictions in terms.

                                 In addition, the following sections will be
                                 stricken from the SLA:

                                 Section 1 Definitions -- "Confidential
                                 Information" -- Delete second sentence
                                 beginning with, "Confidential Information may
                                 also include oral information....."

                                 Section 12 "Confidentiality of Agreement" --
                                 Delete in its entirety.

                                 AvantGo Software will be used to deliver Ford
                                 automotive content and business applications to
                                 a variety of wireless and casually-connected
                                 handheld devices such as those based on the
                                 PalmOS and WindowsCE operating systems and in-
                                 vehicle systems that may be based on
                                 alternative operating systems.

                                 Ford will be responsible for the management and
                                 support of AvantGo Software on Ford servers at
                                 any of its locations.

MASTER LICENSE      Scope        Ford shall have a non-exclusive, worldwide,
AGREEMENT                        unlimited use license for AvantGo Software.

                                 All enhancements and updates to the software
                                 related to the connection and use of handheld
                                 devices with Ford's infrastructure are included
                                 as part of the maintenance agreement. Any
                                 enhancements and updates that require AvantGo
                                 to enter into royalty and/or licensing
                                 agreements with third parties shall be excluded
                                 from this scope.


[******] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>


                                                       If Ford chooses to use some or all of these
                                                       enhancements and/or updates, the parties agree to
                                                       negotiate the terms in good faith.

                   Term                                Two (2) years.

                   Software updates supporting         AvantGo will, in the future, add support for additional
                   additional connectivity, devices,   wireless connectivity options, handheld devices and
                   and operating systems               handheld device operating systems.  These updates to
                                                       AvantGo Software will be provided as part of our
                                                       standard maintenance program.

                   Platforms                           AvantGo Software may be deployed on hardware servers
                                                       running Linux, Solaris, and Windows NT. However, AvantGo
                                                       will make available to Ford all updates of AvantGo
                                                       Software to be developed during the life of this
                                                       Agreement as part of AvantGo's standard maintenance
                                                       program (see above under section "Software Updates,").

                   Non-Compete                         Ford shall not, directly or indirectly, offer a service
                                                       competitive with AvantGo.com.

MAINTENANCE AND SUPPORT                                AvantGo will provide standard telephone and e-mail
                                                       support and software updates.

FEES               Master License                      $[******]

                                                       After [******] months, Ford shall pay $[******] for
                                                       each user license above [******] licenses.

                   Maintenance and Support             During the first [******] (*) months of the term,
                                                       maintenance and support fees are included as part of the
                                                       Master License Fee.

                                                       Thereafter, maintenance and support fees will be
                                                       [******]% of the master license fees to be paid annually
                                                       in advance.

                   Dedicated Support                   [******] on-site, dedicated support is included.

                   Consulting                          Ford will receive a [*]% discount on professional
                                                       services delivered on a time-and-materials basis for
                                                       projects with a minimum commitment of $[*]

JOINT MARKETING                                        Ford agrees to issue a joint press release announcing a
                                                       strategic relationship with AvantGo within 30 days of
                                                       entering into an



[******] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

                                                       agreement with AvantGo on the acquisition by Ford of
                                                       AvantGo shares for the amount of $5 million.

                                                       Ford agrees to be a reference account for
                                                       AvantGo.

                                                       Ford will assist AvantGo in creating a "success
                                                       story" for marketing purposes, highlighting
                                                       Ford's use of AvantGo Software.

[******] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


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