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                                                                     Exhibit 4.1

                               [LOGO OF @ROAD]

COMMON STOCK                                                       COMMON STOCK
NUMBER                                                                SHARES


INCORPORATED UNDER THE LAWS         At Road, Inc.              SEE REVERSE FOR
OF THE STATE OF DELAWARE                                   CERTAIN DEFINITIONS


                                                             CUSIP  04648K 10 5

            THIS CERTIFIES that



            is the owner of

      FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF
                             $0.0001 PER SHARE, OF
=================================At Road, Inc.==================================
(hereinafter, the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.

This certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation and by-laws
of the Corporation and all amendments thereto, copies of which are on file with
the Transfer Agent to all of which the holder of this certificate by acceptance
hereof assents. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.

       WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


Dated:                                                     AUTHORIZED SIGNATURE


                             [CORPORATE SEAL
                                OF COMPANY]

/s/ Thomas C. Hoster                                    /s/ Krish Panu
CHIEF FINANCIAL OFFICER                                CHIEF EXECUTIVE OFFICER




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                                At Road, Inc.

THE CORPORATION WILL FURNISH TO EACH STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST SHALL BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>


<S>       <C>                                       <C>
TEN COM - as tenants in common                         UNIF GIFT MIN ACT - _______Custodian_____________
TEN ENT - as tenants by the entireties                                     (Cust)             (Minor)
JT TEN  - as joint tenants with right                                       under Uniform Gifts to Minors
          of survivorship and not as tenants                                Act________________
          in common                                                                (State)
</TABLE>

    Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, _____________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________


__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

_____________________________________________________________________________

_____________________________________________________________________________

____________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint

____________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated_______________________________

                              X ________________________________________________

                              X ________________________________________________
                                NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
                                FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                                WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                                WHATEVER.

SIGNATURE(S) GUARANTEED




By:
________________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCK-ROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.