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Exhibit 10.40

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (the
Second Amendment) is made and entered into as of
this 31 day of December, 2003, by and between ProLogis
Limited Partnership 1, a Delaware Limited Partnership
(Landlord) and At Road, Inc., a Delaware corporation
(Tenant).

Landlord and Tenant entered into that certain
Lease Agreement dated August 3, 2000 (the
Lease) and amended March 8, 2001 with respect
to certain premises containing approximately 30,000 rentable
square feet, as determined by Landlord, of the Building commonly
known as 47370 Fremont Boulevard, Fremont, California
(Premises).

Landlord and Tenant therefore agree that the
following modifications will be made to the Lease:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     Security
    Deposit: An additional Security Deposit of $31,000 shall be
    required and is due upon execution of the First Amendment. This
    amount, in addition to the existing $79,000 Security Deposit,
    brings the total Security Deposit amount to $110,000. Said sum
    shall be refunded at the expiration of the Term, as set forth in
    the Lease.                                                                                                                                                                                                                                                                                                                                                  
|
| | 2.     Letter of
    Credit: Addendum III of the Lease shall be deleted and
    Tenant shall have no obligation to provide a Letter of Credit
    for additional security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | 3.     Limitation of
    Liability of Trustees, Shareholders and Officers of ProLogis
    Trust: Any obligation or liability whatsoever of ProLogis
    Trust, a Maryland real estate investment trust, which may arise
    at any time under this Lease or any obligation or liability
    which may be incurred by it pursuant to any other instrument,
    transaction, or undertaking contemplated hereby shall not be
    personally binding upon, nor shall resort for the enforcement
    thereof be hand to the property of, its trustees, directors,
    shareholders, officers, employees or agents, regardless of
    whether such obligation or liability is in the nature of the
    contract, tort or otherwise.
|
| | 4.     Ratification
    Conflict: Except as set forth in Paragraph 1 through 3
    above, the terms of the Lease remain unchanged and Landlord and
    Tenant hereby ratify and confirm all of said unchanged terms of
    the Lease. In the event of any conflict between the Lease and
    this Second Amendment, the terms of this Second Amendment shall
    govern.                                                                                                                                                                                                                                                                                                                                                      

IN WITNESS WHEREOF, Landlord and Tenant have
executed this First Amendment as of the date first written above.

|                                                                                      |  |                                                                                          
|------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|LANDLORD:                                                                             |  | TENANT:                                                                                  
|ProLogis Limited Partnership
    a Delaware Limited Partnership                       |  | At Road, Inc., a Delaware Corporation                                                    
|                                                                                     
|                                                                                     
|By: /s/ W. SCOTT LAMSONW. Scott Lamson
    Its: Sr. Vice President
    Date: 12/31/03 |  | By: /s/ THOMAS C. HOSTERThomas C. Hoster
    Its: Chief Financial OfficerDate: 12/23/2003
|                                                                                      |  |