Exhibit 10.51

@ROAD, INC.

CHANGE
OF CONTROL AGREEMENT

This
Change of Control Agreement (the "Agreement") is made and entered into effective as of March 14, 2005 by and between [Name] ("Employee") and
@Road, Inc., a Delaware corporation (the "Company").

RECITALS

A.    It
is expected that another company or other entity may from time to time consider the possibility of acquiring the Company or that a change in control may otherwise
occur, with or without the approval of the Company's Board of Directors (the "Board"). The Board recognizes that such consideration can be a distraction to Employee, and can cause him or her to
consider alternative opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and
objectivity of Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

B.    To
accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by Employee, to agree to the terms provided in
this Agreement.

C.    Certain
capitalized terms used in the Agreement are defined in Section 2 below.

In
consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1.Change of Control.In the event of a (i) Change of Control (as defined below) and (ii) an
Involuntary Termination (as defined below) within one year of the effective date of the Change of Control and Employee has been employed by the Company for (a) less than one year prior to the
effective date of the Change of Control, the vesting of any stock option or restricted stock then held by Employee shall automatically be accelerated as though Employee maintained his employment or
consulting relationship with the Company for a period of 12 months following the effective date of the Involuntary Termination or (b) at least one year prior to the effective date of the
Change of Control, the vesting of any stock option or restricted stock then held by Employee shall automatically be accelerated as though Employee maintained his employment or consulting relationship
with the Company for a period of 24 months following the effective date of the Involuntary Termination. In the case of options, each such option shall be exercisable in accordance with the
provisions of the option agreement and plan pursuant to which such option was granted.

2.Definition of Terms.



---





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 Agreement and agree expressly to perform the
obligations under this Agreement 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. The terms of this Agreement and
all of Employee's rights hereunder shall inure to the benefit of, and be enforceable by, Employee's personal or legal affiliates, representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

4.Notice.Notices and all other communications contemplated by this Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Employee shall be
addressed to Employee at the home address which Employee most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate
headquarters, and all notices shall be directed to the attention of its Legal Counsel.

5.Miscellaneous Provisions.



2

---





[Signature Page Follows]

3

---



IN
WITNESS WHEREOF, each of the parties has executed this Change of Control Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above
written.

|@Road, Inc. |  | [Name]
|----------- |  | ------
|By:         |  |       
|            |  |       
|Title:      |  |       
|            |  |       

4

---



QuickLinks