THIRD AMENDMENT TO LICENSE AGREEMENT


     THIS THIRD AMENDMENT TO LICENSE AGREEMENT ("Amendment") is entered into
December 31, 2000, by and between AvantGo Inc., located at 1700 S. Amphlett
Blvd., Suite 300, San Mateo, CA 94402 ("AvantGo") and McKesson HBOC, Inc.
(formerly "McKesson Corporation"), located at One Post Street, San Francisco, CA
94104 ("Licensee").

                                   Background

     On March 7, 2000, AvantGo and Licensee entered into a License Agreement
Amendment (the "First Amendment") which amended the existing License Agreement
between the parties entered into and effective as of October 1, 1998, (as
subsequently amended, the "License Agreement") in order to allow Licensee to
broadly deploy the Software (as defined in the License Agreement). The First
Amendment provided that, subject to certain terms and conditions, Licensee was
licensed during the term of the First Amendment, to install [****] copies of the
AvantGo Client Software, and [****] copies of the AvantGo Server Software on
computers located on Licensee's facilities. The parties now wish to further
amend the License Agreement to clarify their intention that Licensee shall be
able to grant to customers of Licensee's services, software or applications
limited sublicenses in the AvantGo Server Software and AvantGo Client Software,
to be used solely in support of such services, software, or applications.

                                    Agreement

     1.   Section 1 of the License Agreement (Definitions) shall be amended by
          the addition of the following definition:

               "Licensee" shall mean McKessonHBOC and all companies controlled
               by McKessonHBOC. For the purposes of this definition, "control"
               shall mean the ownership of at least fifty percent (50%) of the
               outstanding shares of stock having the right to elect the board
               of directors.


     2.   Section 2.1 of the First Amendment is amended to read in its entirety
          as follows:

          2.1  AvantGo hereby grants to Licensee a nontransferable, worldwide,
               perpetual and irrevocable license, without rights to sublicense
               or resell, except as otherwise provided in this Agreement, to:
               (a) install the number of copies of AvantGo Server Software set
               forth in Appendix A of this Amendment solely on computers located
               at Designated Sites, (b) install AvantGo Client Software on the
               number of handheld devices set forth in Appendix A of this
               Amendment to be used by Licensee employees, contractors,
               affiliates, agents, external customers and business partners
               (with respect to use by external customers and business partners
               (collectively, "Permitted Users") solely with the Identified
               Configuration. Licensee shall use AvantGo Server Software to
               deliver content created by or for, or used by or for, Licensee or
               Permitted Users. Licensee may grant to any Permitted User a
               limited sublicense to use the AvantGo Client Software and/or
               AvantGo Server Software solely in connection with McKesson
               proprietary services, software or applications licensed or
               received from Licensee. AvantGo Server and Client Software used
               by external customers and business partners shall be used solely
               (i) for receipt of McKesson proprietary content; (ii) in
               connection with the receipt of McKesson proprietary services,
               software or applications from Licensee; or (iii) to access
               content and services in


*****Certain information in this exhibit has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

               the "Health Subject Areas," as such term is defined in the
               Channel Management Agreement. AvantGo reserves all rights in the
               Software which are not expressly granted in this Amendment. It is
               understood that if Licensee uses the AvantGo Software outside the
               scope of the license grant, this may result in irreparable and
               continuing damage for which recovery of money damages would be
               inadequate. Therefore, AvantGo shall be entitled to obtain timely
               injunctive relief without proof of damages in addition to any and
               all remedies at law.

     3.   The definition of "Designated Site" in Appendix A of the First
          Amendment is amended by adding to the end of such definition the
          following sentence:

               "Designated Site" also includes any facility owned or operated by
               a Permitted User, provided that such Permitted User shall be
               sublicensed to use AvantGo Server Software solely in connection
               with McKesson proprietary services, software or applications
               licensed or received from Licensee.

     4.   In consideration for the rights granted to Licensee under this
          Amendment, Licensee agrees that during the term of this Agreement it
          will use good faith commercially reasonable efforts to act as a
          customer reference for prospective AvantGo customers and press
          contacts and to provide such other cooperation with AvantGo's
          marketing efforts as AvantGo shall reasonably request, provided that
          Licensee: (i) shall not be required hereunder to make or subscribe to
          any statement which it determines, in its discretion, to be inaccurate
          or misleading, or to otherwise expose Licensee to liability; and (ii)
          shall have final approval of any statement made by AvantGo regarding
          Licensee or AvantGo's relationship with Licensee and any statement
          attributed to Licensee (except for any disclosures required to be
          provided by AvantGo by law). Licensee's activities may include,
          without limitation and if requested by AvantGo :

          a.   Providing in-person or telephone references to a minimum of 4
               prospective customer groups or press contacts over the next year;

          b.   Working with AvantGo's marketing department to prepare a McKesson
               HBOC - AvantGo success story and/or press release documenting the
               relationship of the parties, Licensee's business need and product
               solution, Licensee's implementation of, and satisfaction with,
               the AvantGo Software and Licensee's return on investment (ROI)
               from its use of the Software. Such success story shall be
               developed and may be distributed by AvantGo as part of AvantGo's
               marketing and pre-sales materials;

          c.   Providing a management sponsor who will meet with AvantGo
               management at least once a year at AvantGo's request to review
               the ongoing relationship of the parties and to provide feedback
               on the current release of software being used by Licensee;

          d.   Allowing AvantGo to use the McKesson HBOC logo, subject to
               McKesson HBOC's standard guidelines, on AvantGo's website and for
               AvantGo company presentations, under its customer section;

          e.   Participating in a filmed interview illustrating how McKesson is
               using AvantGo technology and the benefits received by Licensee
               there from; and

          f.   To the extent consistent with the protection of McKesson HBOC's
               proprietary information, granting AvantGo permission to show a
               mutually agreed McKesson demo on AvantGo's website and for
               pre-sales demonstrations.

     5.   Upon the expiration or termination of this Amendment for any reason
          AvantGo shall continue to make available all applicable warranty and
          technical support and other obligations

<PAGE>

          regarding the AvantGo Software in accordance with the provisions of
          this Agreement. Upon such expiration or termination, AvantGo agrees to
          meet with McKesson and negotiate in good faith an equitable fee for
          such support, taking into account all relevant facts and
          circumstances, including the number of Permitted Users licensed or
          sublicensed to use the AvantGo software during the term of this
          Amendment.

     6.   The following language is hereby added to the terms of the Agreement:

               In the event AvantGo comes into contact with proprietary data of
               McKesson HBOC or its customers, AvantGo agrees to use such data
               only in accordance with the terms of this Agreement. In such
               case, AvantGo agrees to implement appropriate security measures
               to maintain the confidentiality of patient-identifiable
               information in its possession in accordance with applicable laws
               and regulations.

     The parties agree that except as amended in the manner specified above, all
     remaining provisions of the License Agreement shall continue in full force
     and effect.


McKESSON HBOC, INC.                                   AVANTGO, INC.

/s/ William J. Dawson                                 /s/ David Cooper
--------------------------                            --------------------------
Signature                                             Signature

William J. Dawson                                     David Cooper
--------------------------                            --------------------------
Name (Print or Type)                                  Name (Print or Type)

Senior Vice President                                 CFO
--------------------------                            --------------------------
Title                                                 Title

3/8/01
--------------------------                            --------------------------
Date                                                  Date



<PAGE>

                                Statement of Work


The AvantGo Software Maintenance, Support and Services Agreement dated September
14, 1998, as amended by the amendment to License Agreement dated March 7, 2000,
the "Agreement", by and between AvantGo, Inc. ("AvantGo") and McKesson HBOC
("Client"), is amended to include this Exhibit C.

Both parties agree to extend the professional services outlined in Exhibit B of
the Agreement to December 31, 2000. All fees and conditions remain the same.

This Statement of Work is subject fully to the terms and conditions the AvantGo
Software Maintenance, Support and Services Agreement referred to above.



AvantGo                                     McKesson HBOC

Authorized Signature: /s/ Marty Kacin       Authorized Signature: /s/ Tom Majill
                      ---------------                             --------------

Name: Marty Kacin                           Name: Tom Majill
      --------------------------                  --------------------------

Title: Vice President                       Title: Vice President
      --------------------------                  --------------------------


<PAGE>

                                    Exhibit B
                                Statement of Work

The AvantGo Software Maintenance, Support and Services Agreement dated September
14, 1998, as amended by the amendment to License Agreement dated March 7, 2000,
the "Agreement", by and between AvantGo, Inc. ("AvantGo") and McKessonHBOC
("Client"), is amended to include this Exhibit B.

AvantGo will provide Client, on time and materials basis, consulting services
for the period of January 5, 2000 to June 30, 2000. The Client's fees for a day
of AvantGo Consulting Services are [****] per day and these discounted fees
apply only to this statement of work. AvantGo's consulting services may include
any of the following activities:

     o    Installation, configuration, and deployment of AvantGo Products at the
          Client site

     o    Design and development of Client's mobile application software

     o    Providing Client information regarding new and ongoing AvantGo product
          developments

     o    Providing AvantGo engineering and product management relevant
          information regarding Client product needs and requirements

     o    Documenting, testing, and integrating developed works within the
          Client deployment environment

The consulting services will be performed both at the Client site and at
AvantGo's Corporate headquarters depending on the specific activity. In the
event that any travel is required in connection with any Services, Client agrees
to pay all costs reasonably incurred by AvantGo's personnel in connection with
such Services (including, but not limited to, costs of travel, ground
transportation, lodging, and meals) associated with such training or consulting.
AvantGo shall maintain records of its expenses and reimbursable items pertaining
to Services on a generally recognized accounting basis; these records shall be
made available to Client upon request.

Ownership of the deliverables hereunder shall be as set forth in the Agreement.

This Statement of Work is subject fully to the terms and conditions the AvantGo
Software Maintenance, Support and Services Agreement referred to above.



AvantGo, Inc.                               McKesson HBOC, Inc.

Authorized Signature:                       Authorized Signature:
     /s/ Marty Kacin                             /s/ Tom Majill
     ---------------                             --------------

Name: Marty Kacin                           Name: Tom Majill
      --------------------------                  --------------------------

Title: VP, Prof. Svcs.                      Title: VP Logistics
      --------------------------                  --------------------------




*****Certain information in this exhibit has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

Source: OneCLE Business Contracts.