<PAGE>

                                                                   EXHIBIT 10.31

                                                       Contract No. 58741-100104


                  ALLTEL WIRELESS DATA PACKET SERVICE AGREEMENT

      This Service Agreement is entered into by and between At Road, Inc. a
Delaware Corporation, with a principal place of business located at 47200
Bayside Parkway, Fremont, CA 94538, ("Customer") and ALLTEL Communications Inc.
(ACI) doing business as ALLTEL (hereinafter known as "ALLTEL") with a principal
place of business located at 1 Allied Drive, Little Rock, Arkansas 72202, and
with offices at 11333 N. Scottsdale Road, #200, Scottsdale, Arizona 85254 (the
"Agreement"), for the provision of Wireless Data Packet Services as set forth
herein.

                                      TERMS

1.    DEFINITIONS.

      As used herein the following terms shall have the following respective
      meaning:

      1.1   Affiliate. Any person, association, co-partnership, corporation, co-
            tenant or joint-stock or trust (hereinafter "person") that directly
            or indirectly, through one or more intermediaries, controls, is
            controlled by or is under common control with another person.
            Control shall be defined as (i) ownership of half or a majority of
            the voting power or all classes of voting stock or (ii) ownership of
            half or a majority of the beneficial interests in income and capital
            of an entity other than a corporation.

      1.2   Area. The markets listed in Exhibit A within which ALLTEL either is
            licensed and authorized by the FCC to provide commercial mobile
            service, or manages on behalf of the FCC licensee and in which
            ALLTEL currently provides ALLTEL Wireless Data Packet Service.

      1.3   Authorized User. Individuals or companies authorized by Customer to
            use the System pursuant to the terms and conditions of this
            Agreement.

      1.4   Cellular Digital Packet Data Service ("CDPD"), Wireless Data Packet
            Service, or Service. The cellular radio telecommunications service,
            as defined at 47 CFR Part 22, Subpart H, provided by ALLTEL pursuant
            to license from the Federal Communications Commission, utilizing
            packet switching technology to transmit data over radio frequency


                                                                           10.31


<PAGE>

            channels. The raw data rate of CDPD is approximately 19.2 Kilobits
            per second.

      1.5   Equipment Identifier (EID). An electronic serial number placed in a
            CDPD radio modem.

      1.6   Fixed End System (FES). A host computer(s) operated by or on behalf
            of Customer.

      1.7   Home Area. The Area in Exhibit A where the NEI of the Authorized
            User is activated in and authenticated from.

      1.8   Internet Protocol Address (IP). The unique numeric character string
            used to identify each CDPD modem. This I.P. address is hard coded
            into the firmware of the modem, and is used in the CDPD session
            registration process.

      1.9   Kilobyte. A kilobyte is 1000 octets of data, measured at the IP
            packet layer (what is the IP packet layer). IP header and data
            octets are included in the kilobyte count.

      1.10  Mobile Data Base Station ("MDBS"). The unit located at ALLTEL cell
            sites which serves as the data link relay point for the Service. The
            MDIS communicates with each MES through the MDBS.

      1.11  Mobile End System ("MES"). A data terminal, CDPD radio modem, and
            antenna.

      1.12  Mobile Data Intermediate Systems ("MDIS"). The component of the
            ALLTEL Wireless Data Packet Service network which performs routing
            and which contains the network control functions, including the
            mobility manager, registration and authentication functions.

      1.13  Network Entity Identifier ("NEI"). A network address assigned to the
            MES. Each MES has an NEI and a unique corresponding EID for
            authentication purposes.

      1.14  Packet. The continuous sequence of binary digits of information,
            which is routed through the ALLTEL Wireless Data Packet Service
            network as an integral unit. Packet sizes can be flexible within a
            range of "0" user bytes to a maximum of "2048" bytes.

      1.15  Roaming. Service, provided to Customer by ALLTEL in Areas outside
            the Home Area, which may be provided by ALLTEL or may be provided
            pursuant to, and based on the terms and conditions (including
            costs), between ALLTEL and another Service provider. ALLTEL may from
            time to time during the term of this Agreement modify or change the
            Areas for which it provides Roaming to the Customer.

      1.16  Service. The ALLTEL Wireless Data Packet Service, including any
            Roaming made available by ALLTEL, provided pursuant to this
            Agreement.


                                       2
<PAGE>

      1.17  System. The Cellular Digital Packet Data, (CDPD) network as it is
            defined in the geographic Areas of Exhibit A.

2.    PROVISION OF SERVICE.

      Subject to the terms and conditions of this Agreement, ALLTEL agrees to
sell and Customer agrees to purchase the Service from ALLTEL within the Areas
identified in Exhibit A. Customer is not contracting for resale of switched
services and nothing contained herein shall be construed as entitling Customer
to or requiring ALLTEL to provide Customer with access to ALLTEL's System, or
any of ALLTEL's facilities or equipment. During the term of this Agreement and
thereafter, ALLTEL reserves the right without obligation or liability to
Customer, to compete with Customer by selling Services in the Areas, or any
other area, to others, including Authorized Users, whether through ALLTEL's own
direct sales organization or through other related or unrelated agents,
customers or representatives.

3.    PRICING.

      The rate for the Service provided by ALLTEL is set forth in Exhibit B. The
availability of such rate is restricted to the applications set forth in Exhibit
B.

4.    INSTALLATION.

      At Customer's request, and based upon ALLTEL's sole discretion, ALLTEL
will provide and/or arrange for installation services of MES equipment in an
Area. The rate for such installation services will be negotiated on a case by
case basis, will be paid in advance of the performance of any installation
provided by ALLTEL, and will be included in a separate attachment to this
Agreement.

5.    COMMITMENT OF CUSTOMER

      Customer shall, unless otherwise agreed upon in writing and in advance, at
its sole expense:

      5.1   purchase and maintain any equipment that Customer and/or its
            Authorized Users may require to communicate with the System; and

      5.2   establish and maintain facilities or services for connecting
            Customer's and/or its Authorized Users' networks or host processors
            to the System (such as private line connections and/or frame relay
            service); and

      5.3   maintain at its sole expense and option, all MES's and ensure that
            each is technically and operationally compatible with the Service



                                       3
<PAGE>

            network and is in compliance with applicable state and federal laws,
            rules, and regulations; and

      5.4   procure any other items or services, including, but not limited to,
            any applications software or professional services that may be
            required by Customer and/or its Authorized Users in connection with
            the Service and/or this Agreement; and

      5.5   submit a completed copy of the form entitled, "ALLTEL Wireless Data
            Packet Service Request Form", attached hereto as Exhibit C, for
            modification, addition or deletion of NEls/ElDs during the term of
            this Agreement; and

      5.6   pay and hereby guarantee the payment of all invoices presented by
            ALLTEL under the terms of this Agreement.

      5.7   Customer will provide ALLTEL with a valid federal tax exemption
            certificate of resale and a valid state tax exemption certificate of
            resale, if required. ALLTEL will not calculate any local, state or
            federal tax nor include such amounts in billing. Customer will be
            solely responsible for any and all tax obligations on its business
            operation and Authorized Users, including without limitation all
            surcharges, levies, state or federal universal service charges, and
            any other local, state or federal revenue collection obligation.

      5.8   In addition to the charges set forth in this Agreement, ALLTEL may,
            if customer's performance dictates the need, at its sole discretion,
            require Customer to pay a cash deposit or to provide a letter of
            credit acceptable to ALLTEL in an amount to be determined by ALLTEL
            to be held by ALLTEL as a guarantee of the payment of charges set
            forth in this Agreement. At such time as this Agreement has expired
            or is terminated, if Customer has performed fully all terms and
            conditions of this Agreement, the amount of deposit, including
            accrued interest in the amount of 6 percent (6%) per annum, on cash
            deposit only, will be credited to Customer's final invoice and any
            credit balance which remains will be refunded. Deposits may also be
            returned at any time previous thereto at the sole discretion of
            ALLTEL. If Customer supplies ALLTEL a letter of credit in place of a
            cash deposit, the letter of credit must cover the tern of this
            Agreement plus 90 days.

      5.9   The amount of deposit which Customer will be required to pay upon
            execution of this Agreement shall be $ 0 (zero). At its sole
            discretion, ALLTEL may require the amount of the deposit to be
            increased to two times the amount of the most recently billed
            monthly invoice. At no time will the deposit be less than $ 0
            (zero). The amount of a deposit may be adjusted further by ALLTEL
            based upon Customer's credit worthiness or at any time ALLTEL finds
            the character or degree of use


                                       4
<PAGE>

            of the Service materially changes or when it is apparent that the
            character or degree of use of the Service will materially change in
            the immediate future. Required increases in deposits shall be
            remitted by wire transfer or new letter of credit within fifteen
            (15) days of receipt of notice.

      5.10  The deposit may be applied by ALLTEL to any unpaid balances past
            thirty (30) days or to any unpaid balances on termination or
            default. This right of offset is in addition to all other rights or
            remedies available to ALLTEL. In the event of such an offset,
            Customer shall restore the deposit to an amount acceptable to ALLTEL
            within fifteen (15) business days after notice from ALLTEL.

      5.11  If any dispute arises concerning any collection of charges or any
            offset, Customer must give ALLTEL written notice of the nature and
            amounts of the dispute within sixty (60) days of the date of receipt
            of invoice reflecting the alleged improper collection or offset. If
            no such notice is received by ALLTEL within such time period, the
            collection or offset made shall be considered final and Customer may
            not thereafter dispute the nature or amount of the collection or
            offset.

      5.12  Customer shall provide an adequate staff to receive and investigate
            any complaints from its Authorized Users relating to the Service,
            and will report any trouble with the Service to ALLTEL only upon
            reasonable verification that such trouble is due to reasons other
            than the misuse or malfunctioning of the Authorized User's equipment
            or the failure of such equipment to meet the technical standards for
            compatibility with the Service. Customer shall reimburse ALLTEL for
            all reasonable costs and expenses associated with any investigation
            by ALLTEL of complaints reported by Customer pursuant to this
            paragraph. Customer shall not be responsible for reimbursement if
            ALLTEL'S investigation reveals that ALLTEL's actions or systems were
            a substantial contributing cause of such complaint.

      5.13  Customer will provide an adequate staff to market the Service and to
            train and support its Authorized Users with respect to the Service.

      5.14  Customer shall, prior to the commencement of marketing of Service,
            provide its form of Authorized User contract, if any, to ALLTEL for
            ALLTEL's review. ALLTEL's review shall be limited to ascertaining
            whether the proprietary and legal interests of ALLTEL are adequately
            protected in such contract, that the terms do not contradict the
            terms of this Agreement, as well as determining if written
            disclosure of Authorized User's duties, obligations, rights and
            liabilities under this Agreement and mandatory language such as that
            provided below have been included. ALLTEL shall have no liability as
            a result of its review of the Authorized User contract. Customer may
            delete confidential information not relating to ALLTEL's interests
            from such contract


                                       5
<PAGE>

            prior to submitting it for review. Customer represents and warrants
            that it will make no representations as to the performance of ALLTEL
            in providing Service to its Authorized Users. Customer represents
            and warrants that any and all of its contracts with Authorized Users
            will contain language substantially similar in all material respects
            to the three paragraphs set forth below:

            5.14.1  Authorized User has no property right in the IP Address.

            5.14.2  Authorized User expressly understands and agrees that the
                    liability and obligations of Customer to Authorized User
                    under this Agreement for Service are strictly controlled and
                    limited by the underlying carrier's tariff, if any, and the
                    laws, rules and regulations of the Federal Communications
                    Commission and other governmental authorities which may from
                    time to time have jurisdiction. In any event, regardless of
                    the form of the action, whether for breach of contract,
                    warranty, negligence, strict liability in tort or otherwise,
                    Authorized User's exclusive remedy and the total liability
                    of Customer and/or any supplier of Service to Customer
                    arising out of or in any way connected, directly or
                    indirectly, with this Agreement, for any cause whatsoever,
                    including but not limited to any failure or disruption of
                    Service provided hereunder, shall be limited to payment by
                    Customer of damages limited to an amount equivalent to a pro
                    rata adjustment of the fixed monthly charges for Service,
                    payable by Authorized User under this Agreement for this
                    period during which such damages occur. In no event shall
                    Customer and/or supplier of Service to Customer be liable
                    for any special or consequential damages. No action
                    regardless of form arising out of the transactions hereunder
                    may be brought by Authorized User more than one year after
                    the cause of action has accrued.

            5.14.3  Unless caused by the negligence of Customer, Authorized User
                    shall indemnify and hold Customer, ALLTEL, their officers,
                    employees, suppliers of service, and agents harmless against
                    any and all claims, demands, suits, judgments, causes of
                    action, losses, expenses, fees (including attorneys' fees),
                    liability or damages for libel, slander or infringement of
                    copyright from the material transmitted via the Service, and
                    against any and all other claims, demands, suits, judgments,
                    causes of action, losses, expenses, fees (including
                    attorney's), liability or damages, including without
                    limitation for any personal injury or death, arising in any
                    way directly or indirectly in connection with this Agreement
                    of the use of or inability to use the Service. This
                    indemnity shall survive the termination of this Agreement.


                                       6
<PAGE>

6.    AVAILABILITY OF THE SERVICE.

      The Service is available for Customer and/or its Authorized Users who are
equipped for the Service when they are within the range of cell sites in the
Area that provide the Service, or in an Area or area in which ALLTEL makes
Roaming available to its customers, as ALLTEL may modify from time to time
throughout the term of this Agreement.

      6.1   The Customer acknowledges and agrees that the Service is subject to
            transmission limitations caused by atmospheric and other conditions
            beyond ALLTEL's control. The Service may be temporarily interrupted
            or curtailed due to reasons including without limitation government
            regulations, suspected fraudulent activities, equipment
            modifications, upgrades, relocations, acts or omissions of other
            parties, repairs and similar activities necessary or appropriate for
            the proper or improved operation of the Service.

      6.2   The Customer acknowledges and agrees that the Service, although
            encrypted, is capable of being intercepted without knowledge of or
            permission from Customer or any Authorized User by unauthorized
            third parties possessing certain types of devices or equipment.

      6.3   Commitment of ALLTEL

            ALLTEL shall report all network outages to Customer via e-mail if
            the ALLTEL system fails to function for any reason within Four (4)
            hours of ALLTEL Data Customer Services receiving notice of the
            outage. ALLTEL shall make all reasonable efforts to repair network
            outages and shall notify Customer via e-mail within Four (4) hours
            of restoration of services. Refer to Section 12 herein for
            information regarding Customer credit for outages.

7.    COMPLIANCE WITH LAWS AND TARIFFS.

      This Agreement and performance hereunder are subject to any required
local, state and federal laws or regulations, including any applicable tariffs
filed by ALLTEL. Where required, ALLTEL shall commence the process for
submission of any such filings upon execution of this Agreement.

8.    BILLING.

      ALLTEL will provide Customer with a monthly invoice for the Service
provided under this Agreement. Electronic billing will be used if possible.


                                       7
<PAGE>

      8.1   The invoice will identify charges in accordance with Exhibit B.
            Terms of payment shall be net thirty (30) days from the date of the
            invoice.

      8.2   Payments received more than thirty (30) days after the date of the
            invoice will incur a late payment charge in the amount of the
            greater of one and one-half percent (1 1/2%) of the unpaid balance
            or the applicable limit (if any) set by law for each month or
            fraction thereof that such balance shall remain unpaid.

      8.3   The invoice will individually identify each billable ALLTEL Wireless
            Data CDPD IP assigned to Customer. Each IP will show total monthly
            data usage defined by "home" and "roaming" data totals and
            subsequent charges as defined in Exhibit "B".

      8.4   Customer will incur, and be responsible for payment of, Roaming
            charges whenever CDPD service registration is granted to IP's
            provided by ALLTEL to Customer in any Area outside the IP's Home
            Area.

      8.5   The Home Area is identifiable to the CDPD modem through ALLTEL's
            SPNI identification number.

9.    FRAUD AND ABUSE.

      9.1   Fraud. Any attempt to abuse or to use Service fraudulently or
            illegally by Customer shall be deemed a material breach of the
            Agreement. ALLTEL may, by written notice to Customer, require
            Customer to cancel the right to use Services by any Authorized User
            abusing or fraudulently or illegally using Services, and failure of
            Customer to immediately cancel such Authorized User's rights upon
            receipt of said notice shall be deemed a material breach of this
            Agreement. Notwithstanding any provisions herein to the contrary,
            such material breach shall immediately entitle ALLTEL to any and all
            remedies that may exist hereunder and at law or equity.

      9.2   Action to abuse. In the event that any Authorized User interferes
            with the System in such a way as to impair the quality of the
            Service provided by ALLTEL, upon discovery of any such abuse, the
            party having such knowledge shall notify the other party, and
            Customer shall immediately order Authorized User to cease from
            engaging in such act(s) of interference. ALLTEL shall have the right
            to discontinue Service provided to that Authorized User immediately.
            Customer shall assist ALLTEL in taking all action reasonably
            necessary to prevent further interference.

10.   LIMITATION OF LIABILITY.


                                       8
<PAGE>

      10.1  IN NO EVENT SHALL ALLTEL BE LIABLE TO CUSTOMER, ITS AUTHORIZED
            USERS, OR ITS EMPLOYEES AND/OR AGENTS OR ANY OF THEM, OR ANY THIRD
            PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
            PUNITIVE DAMAGES, OR LOST PROFITS FOR ANY CLAIM OR DEMAND OF ANY
            NATURE OR KIND, INCLUDING, BUT NOT LIMITED TO, USE OR INABILITY TO
            USE/ACCESS THE SERVICE, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY
            CUSTOMER AND/OR AN AUTHORIZED USER ON ANY DATA OBTAINED THROUGH USE
            OF THE SERVICE, ANY INTERRUPTION, DEFECT, ERROR, VIRUS OR DELAY IN
            OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS OF
            DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
            PERFORMANCE OR BREACH THEREOF.

11.   DISCLAIMER OR WARRANTIES

      11.1  DUE TO THE POSSIBILITY OF ERRORS INCIDENT IN THE USE OF THE SERVICE,
            THE SERVICE FURNISHED BY ALLTEL IS SUBJECT TO THE TERMS, CONDITIONS
            AND LIMITATIONS SPECIFIED HEREIN. ALLTEL MAKES NO WARRANTY, EITHER
            EXPRESS OR IMPLIED, CONCERNING THE SERVICE, INCLUDING WITHOUT
            LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
            PURPOSE OR USE.

      11.2  CUSTOMER ACKNOWLEDGES IT HAS SELECTED CUSTOMER'S SOFTWARE AND/OR
            EQUIPMENT (INCLUDING EQUIPMENT THAT MAY BE PURCHASED BY CUSTOMER
            THROUGH ALLTEL). ALLTEL HAS MADE AND MAKES NO REPRESENTATIONS OR
            WARRANTIES WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED,
            AS TO THE SUITABILITY, DURABILITY, FITNESS FOR PARTICULAR PURPOSE OR
            USE, MERCHANTABILITY, CONDITION OR QUALITY OF THE CUSTOMER SELECTED
            EQUIPMENT AND/OR SOFTWARE. ALLTEL SHALL NOT BE LIABLE TO CUSTOMER
            AND/OR ANY AUTHORIZED USER FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY
            KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE CUSTOMER
            SELECTED EQUIPMENT AND/OR SOFTWARE, OR BY THE USE OR MANUFACTURE
            THEREOF, OR BY ANY REPAIR, SERVICE OR ADJUSTMENT THERETO OR BY ANY
            INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF, OR FOR ANY


                                       9
<PAGE>

            LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.

12.   CREDIT FOR OUTAGES

      Except as provided in Section 18, no credit or adjustment will be made for
interruptions of the Service unless the interruption continues for a period of
twenty-four (24) hours or more, measured from the time the interruption
commences. In the event of an interruption of the Service that continues for a
period of twenty-four (24) hours or more, credit allowance will be made, at
Customer's request, for a pro-rata amount not to exceed the minimum charge per
NEI for that month for each NEI rendered inoperative by the interruption. The
credit shall be available only where the interruption is in no part due to the
acts or omissions of Customer or an Authorized User whether negligent or
otherwise or by interruptions caused by failure of equipment or service not
provided by ALLTEL. The foregoing credit shall be the sole and exclusive remedy
to Customer and/or Authorized User for any interruption of the Service. In order
to be eligible for any such credit, Customer must request the credit within
sixty (60) days of the commencement of the interruption.

13.   USE OF THE SERVICE.

      13.1  The Service furnished hereunder is for use only by Customer or its
            Authorized Users.

      13.2  Customer will be liable for all usage and administrative charges and
            any other losses, damages, charges or expenses arising from or out
            of the fraudulent use of Service, including unauthorized use
            resulting from or attributable to Customer and/or its Authorized
            Users. The parties will actively cooperate in order to minimize the
            fraudulent or other unauthorized use and subsequent abuse of the
            Service provided by ALLTEL.

14.   USE OF MARKS.

      14.1  Customer shall not, directly or indirectly, hold itself out as or
            otherwise create the impression that it is sponsored, authorized,
            endorsed by, affiliated with, or an agent of ALLTEL or an affiliate
            thereof. Additionally, Customer shall not use any mark used by
            ALLTEL, or any colorable imitation thereof, in or as part of any
            company name or trade name or in any other confusing or misleading
            manner, without the prior written consent of ALLTEL. Nothing
            contained in this Agreement is intended to convey a license to use
            any such trademarks, service marks or trade names.

      14.2  Customer is granted permission to mention this Agreement in its
            filings with any governmental entities.


                                       10
<PAGE>

15.   INDEMNIFICATION.

      15.1  Customer hereby agrees to defend, indemnify, and hold harmless
            ALLTEL and its parents, affiliates, and subsidiaries, and each of
            them, including without limitation each of their directors,
            officers, shareholders, employees, agents, and contractors, from and
            against any third-party or other liabilities, losses, demands,
            suits, judgments, causes of action, claims, costs, and expenses,
            including reasonable attorneys' fees (hereinafter collectively
            referred to as "Claims") arising out of, or in any way connected,
            with this Agreement, or the provision of, or the failure to provide,
            Service, including without limitation for any breach of this
            Agreement, including the breach of any warranty or representation
            made by the Customer under this Agreement, from personal injury,
            property damage, patent or copyright infringement caused by or
            related to equipment sold by Customer which has not been provided or
            purchased from ALLTEL, or otherwise arising from or related to the
            negligence or acts or omissions of Customer or its parents,
            employees, agents, affiliates and subsidiaries, or any Claims by any
            Authorized Users for lack of privacy. ALLTEL will notify Customer
            promptly in writing of any Claims for which indemnification pursuant
            to this paragraph is sought. ALLTEL and Customer will cooperate in
            every reasonable manner in the defense of such Claims. Customer
            shall defend ALLTEL at ALLTEL's request, against any Claims.
            Customer shall have the right to control the defense and settlement
            of claims. The foregoing indemnification shall apply regardless of
            whether Customer or ALLTEL defends such suit or claims.

16.   TERM OF AGREEMENT.

      16.1  This Agreement shall be effective when executed by both an
            authorized representative of ALLTEL and an authorized representative
            of Customer ("Effective Date"). The term of this Agreement shall be
            two (2) years from the Effective Date. The term for each IP address
            shall be for two (2) years, and shall be automatically renewed
            unless terminated prior to the end of the then current term upon
            thirty (30) days written notice. All IP's activated by Customer
            shall be freely transferable, without additional restrictions
            imposed by ALLTEL, to a new device ID.

17.   TERMINATION OF THE SERVICE.

      17.1  Upon termination, as set forth in Section 18 below, for any reason,
            ALLTEL may immediately, without incurring any liability, discontinue
            or interrupt the furnishing of the Service to Customer.

      17.2  Should any MES or IP address used with the Service violate any of
            the provisions of this Agreement, ALLTEL may, without incurring any
            liability, take such action as it may, in its sole discretion,
            determine is necessary or appropriate for the provision of the
            Service, including termination of Service to the MES or IP address.
            Customer shall effect the discontinuance of any use of any MES that
            is in violation of


                                       11
<PAGE>

            this Agreement immediately upon notice to it by ALLTEL, and shall
            confirm in writing to ALLTEL within five (5) business days that such
            use has been discontinued. ALLTEL may, in sole discretion, choose to
            restore service to the MES in question.

18.   TERMINATION OF AGREEMENT.

      18.1  Upon Default by either Party under this Agreement, of which the
            other Party has been given written notice, and which the defaulting
            Party has not cured within thirty (30) days of such written notice
            the nondefaulting Party may, without incurring any liability,
            immediately terminate this Agreement.

      18.2  For purposes of this Section 18, "Default" shall be defined as:

            18.2.1  Failure by Customer to pay any charge when due or the
                    failure of either Party to perform or observe any term or
                    condition of this Agreement; or

            18.2.2  Commencement by a Party of any proceeding in bankruptcy,
                    reorganization, or insolvency; institution against the other
                    Party of any proceeding in bankruptcy, reorganization, or
                    insolvency that is acquiesced to or not dismissed within
                    thirty (30) days; appointment of a receiver for any
                    substantial part of the Party's assets; the making of an
                    assignment for the benefit of creditors or an admission in
                    writing of the Party of its inability to pay its debts as
                    they mature.

19.   PROPRIETARY INFORMATION; CONFIDENTIALITY

      19.1  Customer may transmit to ALLTEL and ALLTEL may receive from
            Customer, certain Customer Confidential Proprietary Information
            relating to but not limited to Customer's Service Accounts,
            marketing techniques, or business. ALLTEL may transmit to Customer,
            and Customer may receive from ALLTEL certain ALLTEL Confidential
            Proprietary Information including but not limited to ALLTEL Service,
            Facilities, equipment, business, or rates. Confidential Proprietary
            Information means any information and documentation marked or
            labeled as "Confidential", together with other information and
            documentation intended by the disclosing party to be confidential,
            including, without limitation, revenue reports, names of Authorized
            Users, billing and usage information, and the terms and conditions
            of this Agreement.

      19.2  The receiving party shall maintain the confidentiality of the
            disclosing party's Confidential Proprietary Information furnished in
            oral, visual,


                                       12
<PAGE>

            written and/or other tangible form and shall not disclose such
            information to any third party, except as authorized by the
            disclosing party in writing.

      19.3  The receiving party agrees to restrict disclosure of the disclosing
            party's Confidential Proprietary Information to its employees or
            consultants who have a "need to know". The receiving party agrees
            that such Confidential Proprietary Information shall be handled with
            the same degree of care which the receiving party applies to its own
            similar confidential information (but in no event less than
            reasonable care).

      19.4  The receiving party agrees to take precautions necessary and
            appropriate to guard the confidentiality of the disclosing party's
            Confidential Proprietary Information including informing its
            employees, agents, attorneys, and representatives who handle such
            information that it is confidential and not to be disclosed to any
            third party, except as authorized by the disclosing party in
            writing.

      19.5  The receiving party agrees that the disclosing party's Confidential
            Proprietary Information is and shall at all times remain the
            property of the disclosing party, except in the event of uncured
            default by Customer, ALLTEL reserves the right to access Customer's
            Authorized User information solely to provide continuity of Service
            to the End User. No use of such Information is permitted except as
            otherwise provided herein and no grant under any of the disclosing
            party's intellectual property rights is hereby given or intended
            including any license implied or otherwise.

      19.6  The receiving party agrees to use the disclosing party's
            Confidential Proprietary Information only for purposes of fulfilling
            its obligations under this Agreement.

      19.7  The parties agree to exclude from the provisions of this Agreement
            and the obligations of confidentiality: Confidential Proprietary
            Information which the receiving party already had in its possession
            without confidential limitation at the time of disclosure by the
            disclosing party; information which is independently developed by
            the receiving party without breach of this Agreement; information
            known or that becomes known to the general public without breach of
            the Agreement by the receiving party; and information that is
            received rightfully without confidential limitation by the receiving
            party from a third party and information that is disclosed pursuant
            to lawful process or applicable regulatory authority.

      19.8  Upon termination of this Agreement, all Confidential Proprietary
            Information transmitted to the receiving party by the disclosing
            party in record bearing media or other tangible form, and any copies
            thereof made by the receiving party shall be destroyed and
            destruction verified in writing by an officer of the receiving party
            or, at the disclosing party's written request, returned to the
            disclosing party, except that the receiving party shall be


                                       13
<PAGE>

            entitled to retain a secure copy of the disclosing party's
            Confidential Proprietary Information for archival purposes. The
            receiving party's obligations under this Agreement to keep
            confidential and restrict use of the disclosing party's Confidential
            Proprietary Information shall survive such completion or termination
            of the Agreement for a period of three (3) years, provided, however,
            that such obligation shall continue indefinitely as to any
            Confidential Proprietary Information constituting a trade secret.

      19.9  Notwithstanding the foregoing, the parties hereto agree to adhere to
            Section 222 of the Communications Act of 1934 as amended and Section
            64.2001-64.2009, as such may from time to time be amended, of the
            Rules and Regulations of the Federal Communications Commission
            regarding access to, and distribution of, Customer Proprietary
            Network Information and other confidential subscriber information.

20.   MISCELLANEOUS.

      20.1  Entire Agreement; Amendment. This Agreement and the attached
            Exhibits constitute the entire agreement between the parties with
            respect to the provision of the Service and associated services and
            supersede all prior agreements, proposals, and understandings,
            whether written or oral. Any modification or waiver of any provision
            of this Agreement must be in writing and signed by authorized
            representatives of the parties.

      20.2  Severability. If any provision, or portion thereof, of this
            Agreement is invalid or unenforceable under applicable statute or
            rule of law, it is only to that extent to be deemed omitted, and
            such unenforceability shall not affect any other provision of this
            Agreement, but this Agreement shall then be construed as if such
            unenforceable provision or provisions had never been contained
            herein.

      20.3  Independent Contractor. No party nor its employees or agents shall
            be deemed to be employees or agents of the other party, it being
            understood that each party is an independent contractor for all
            purposes and at all times, and each party shall be wholly
            responsible for withholding and payment of all federal, state, and
            local income and other payroll taxes with respect to its employees,
            including contribution from them as required by law.

      20.4  Waiver. The failure by Customer or ALLTEL at any time to enforce any
            of the provisions of this Agreement or any right with respect
            thereto, will in no way be construed to be a waiver of such
            provisions or rights or in any way to affect the validity of this
            Agreement. The exercise by a party of any rights under the terms or
            provisions of this Agreement shall not preclude or prejudice the
            exercising thereafter of the same or any other right.


                                       14
<PAGE>

      20.5  Governing Law. Subject to any tariffs on file with any state or
            federal regulatory body, this Agreement shall be governed by the law
            of the State of Arizona regardless of any conflicts of laws or
            rules, which would require the application of the laws of another
            jurisdiction.

      20.6  Notices. Any notice to be given hereunder by either party to the
            other shall be in writing and shall be valid and sufficient if
            dispatched by: a) registered or certified mail, postage prepaid in
            any post office in the United States; b) hand delivery; or c)
            overnight courier prepaid.

            Notices to ALLTEL shall be addressed to:

              Attention:     Mark Fletcher
                             Alltel Communications
                             11333 N. Scottsdale Road, #200
                             Scottsdale, Arizona 85254

            with a copy to:  Contracts Manager
                             Alltel Communications
                             11333 N. Scottsdale Road, #200
                             Scottsdale, Arizona 85254

            Notices to Customer shall be addressed to:
                             At Road, Inc.
                             47200 Bayside Parkway
                             Freemont, CA. 94538

            With a copy to:  Legal Department
                             At Road, Inc.
                             47200 Bayside Parkway
                             Fremont, CA 94538

            If either party changes its address during the term hereof, it shall
            so advise the other party in writing and any notice thereafter
            required to be given shall be sent by certified mail to such new
            address.

      20.7  Costs. Each Party will reimburse the other Party for court costs,
            attorney's fees, costs of investigation or collection and similar
            expenses incurred by the Party in the enforcement of any right or
            privilege hereunder.

      20.8  Captions. The captions in this Agreement are for convenience only
            and shall not be construed to define or limit any of the terms
            herein.

      20.9  Publicity and Advertising. Without the prior written consent of the
            other party, no party hereto will disclose to any person the terms
            and


                                       15
<PAGE>

            conditions of this Agreement, except as may be required by law and
            then only in compliance with requirements for Confidential
            Proprietary Information found in this Agreement. Customer shall
            submit to ALLTEL all advertising, sales promotion, press releases
            and other publicity matters relating to the Service furnished by
            ALLTEL under this Agreement wherein ALLTEL's name or marks is
            mentioned or language from which the connection of said names or
            marks therewith may be inferred or implied. Customer shall not
            publish or use such advertising, sales promotion, press releases, or
            publicity matters without ALLTEL's prior written approval.

      20.10 Assignment. Any assignment of this Agreement, in whole or in part,
            or any other interest hereunder without the other party's prior
            written consent shall be void, except that this Agreement is fully
            assignable without consent from the other party upon the occurrence
            of a merger or change of control of either party.

      20.11 Authorized Signatures. ALLTEL and Customer each represent that the
            individual signing this Agreement on its behalf has the power and
            authority to enter into this Agreement and that this Agreement
            constitutes a valid and binding obligation of each party.

      20.12 Compliance with Laws. Both parties shall comply with all applicable
            local, state, and federal regulations, laws, ordinances, rules, and
            decisions.

      20.13 Acts of God. In no event shall either party have any liability for
            any failure to comply with this Agreement, accept for any
            obligations to make payments, if such failure results from the
            occurrence of any contingency beyond the reasonable control of the
            parties, including without limitation the Service provider serving a
            particular area or Area, strike or other labor disturbance, riot,
            theft, flood, fire, lightning, storm, any act of God, power failure,
            war, national emergency, interference by any government or
            governmental agency, embargo, seizure, or enactment of any law,
            statute, ordinance, rule or regulation.






                                       16
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.

ALLTEL COMMUNICATIONS INC.              At ROAD, INC.
1 ALLIED DRIVE                          47200 BAYSIDE PARKWAY
LITTLE ROCK, ARKANSAS 72202             FREEMONT, CA. 94538
DOING BUSINESS AS ALLTEL


By:     /s/ PATRICK HARTER               By:      /s/ KRISH PANU
   ------------------------------------     ------------------------------------

Name:   PATRICK HARTER                   Name:    Krish Panu
     ----------------------------------       ----------------------------------

Title:  VPGM-Phoenix                     Title:   President
      ---------------------------------        ---------------------------------

Date:   May 17, 2001                     Date:    May 10, 2001
     ----------------------------------       ----------------------------------


<PAGE>

                                    EXHIBIT A

This Exhibit A sets forth the Area(s), as that term is used in this Agreement,
in which ALLTEL is authorized to provide CRS, and ALLTEL Wireless Cellular
Digital Packet Data network, as described in this Agreement. In this Exhibit
there is described the individual counties of the MSA's and/or RSA's in which
ALLTEL is authorized to conduct its CRS and wireless data operations

1.    (a) COUNTIES OF THE MSA(s) IN WHICH ALLTEL IS LICENSED:

               ARIZONA COUNTIES:

               Maricopa County in PHOENIX MSA
               Pima County in TUCSON MSA

               NEW MEXICO COUNTIES:

               Sandoval and Bernalillo in ALBUQUERQUE MSA
               Dona Ana County in LAS CRUCES MSA

               TEXAS COUNTIES:

               El Paso County in EL PASO MSA


<TABLE>
<CAPTION>
<S>                                <C>
                                   FLORIDA COUNTIES:
      Pasco                        MSA  (65%)
      Pinellas                     MSA  (95%)
      Hillsborough                 MSA  (75%)
      Lakeland                     MSA  (45%)
      Manatee                      MSA  (30%)
      Sarasota                     MSA  (20%)

                                   OHIO COUNTIES:
      Lorain County                     (40%)
      Cuyahoga County
      Geauga County                     (35%)
      Lake County                       (55%)
      Medina County                     (85%)
      Portage County                    (25%)
      Stark County                      (40%)
</TABLE>

      (b) COUNTIES OF THE RSA(s) IN WHICH ALLTEL IS LICENSED:

      ARIZONA COUNTIES

      Coconino & Yavapai in AZ 2-COCONINO RSA

               Gila and Pinal in AZ 5-GILA RSA

               Florida Counties

<TABLE>
<CAPTION>
<S>                                <C>  <C>
      Charlotte                    RSA  (20%)
      Hardee                       RSA  (15%)
</TABLE>




                                       18
<PAGE>

                                    EXHIBIT B

                                 PRICE SCHEDULE*


<TABLE>
<CAPTION>
PRICE               INCLUDED DATA VOLUME                OUT OF MARKET - ROAMING
-----               --------------------                -----------------------
<S>                 <C>                                 <C>
[*]                 [*] Kilobyte Allowance              [*] per KB
                    Each Kb is [*]
</TABLE>

Activation Fee of [*] each IP

Included features: Internet routed I.P. All Alltel CDPD markets as listed in
Exhibit "A"



*The availability of this pricing is contingent upon Customer activating a
[*] IP's on ALLTEL's network within the first 90 days of the Agreement
and a minimum of [*] IP's by the end of the first year of the Agreement. If
Customer fails to do so, Customer shall be obligated to pay ALLTEL The Standard
Contract rate of [*] per month with Kilobyte allowance of [*].

[*] Confidential material redacted and filed separately
    with the SEC.


<PAGE>

                                    EXHIBIT C
                ALLTEL WIRELESS DATA PACKET SERVICE REQUEST FORM

PLEASE FAX REQUESTS TO                       AT
                       -------------------     -----------------------
Contract Number                              Date
               ---------------------------        --------------------
Customer Number                              Quantity
               ---------------------------           -----------------

<TABLE>
<CAPTION>
<S>   <C>                       <C>                      <C>
MDIS            EID's                      NEI's         Activation/Deactivation Date
____  1.______________________  1.______________________  1.____________________
      2.______________________  2.______________________  2.____________________
      3.______________________  3.______________________  3.____________________
      4.______________________  4.______________________  4.____________________
      5.______________________  5.______________________  5.____________________

MDIS            EID's                      NEI's         Activation/Deactivation Date
____  1.______________________  1.______________________  1.____________________
      2.______________________  2.______________________  2.____________________
      3.______________________  3.______________________  3.____________________
      4.______________________  4.______________________  4.____________________
      5.______________________  5.______________________  5.____________________

MDIS            EID's                      NEI's         Activation/Deactivation Date
____  1.______________________  1.______________________  1.____________________
      2.______________________  2.______________________  2.____________________
      3.______________________  3.______________________  3.____________________
      4.______________________  4.______________________  4.____________________
      5.______________________  5.______________________  5.____________________

MDIS            EID's                      NEI's         Activation/Deactivation Date
____  1.______________________  1.______________________  1.____________________
      2.______________________  2.______________________  2.____________________
      3.______________________  3.______________________  3.____________________
      4.______________________  4.______________________  4.____________________
      5.______________________  5.______________________  5.____________________
</TABLE>

Authorized Signer:
                  ---------------------------------
                        Print Name and Title

Signature:
          -----------------------------------------



                                       20