**Exhibit 10.48****BUSINESS AGREEMENT**          THIS BUSINESS AGREEMENT (the “Agreement”) is dated as of the 28th day of June,2005, (“Effective Date”) by and between XATA Corporation, a Minnesota corporation, having a placeof business at 151 East Cliff Road, Suite 10, Burnsville, MN 55337 (“Buyer”), and WinlandElectronics, Inc., a Minnesota corporation, having a place of business at 1950 Excel Drive,Mankato, Minnesota, 56001 (“Manufacturer”).Recitals     A. Manufacturer is an electronics manufacturing services provider that furnishes the necessarypersonnel, material, equipment, services and facilities to manufacture products for originalequipment manufacturers and other third parties in accordance with detailed specifications providedby such OEMs and third party.     B. Buyer desires to engage Manufacturer to manufacture certain of Buyer’s products inaccordance with orders to be issued from time to time by Buyer.     C. Manufacturer is willing to enter into a business agreement and to accept orders tomanufacture Buyer’s products upon terms and conditions, which, among other things, reimburseManufacturer for certain costs that Manufacturer reasonably incurs in reliance on Buyer’s ordersand forecasts but cannot recover because Buyer’s requirements change.     D. The parties hereto desire to enter into a business agreement upon the terms and conditionsset forth herein.          NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, it is herebyagreed between the parties hereto as follows:**1.****Definitions.**     a) Affiliate. “Affiliate” means any corporation or other entity which is directly orindirectly controlling, controlled by or under the common control of a party hereto.     b) Buyer Know-How. “Buyer Know-How” means confidential information and materials,including, but not limited to, products, technical and non-technical data, trade secrets, andinformation relating to the results of tests, methods and processes, and drawings, plans, diagrams,specifications and/or other documents containing said information and data, discovered, developedor acquired by Buyer alone, or Buyer and/or its agents, or for which Buyer is licensee, subject toany limitations of such license.     c) Buyer Patent Rights. “Buyer Patent Rights” means (i) all patents and patentapplications conceived and reduced to practice by Buyer alone, or Buyer and/or its agents, and (ii)any divisions, continuations, continuations-in-part, reissues, reexaminations, extensions or othergovernmental actions which extend any of the subject matter of the patent applications or patentsin (i) above, and any substitutions, confirmations, registrations or revalidations of any of theforegoing, in each case, which is owned or controlled, in whole or in part, by license, assignmentor otherwise by Buyer.     d) Buyer Technology. “Buyer Technology” means the Buyer Patent Rights and the BuyerKnow-How.     e) Defect. “Defect” means any defect in a Product that results from Manufacturer’sfailure to comply with the applicable IPC Workmanship Standard, Manufacturer’s Quality Plan forBuyer, or the standards set forth in this Agreement (including the Schedules hereto).
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     f) Finished Goods Inventory. “Finished Goods Inventory” means a stock of finished,ready-to-ship Products on hand at Manufacturer.     g) Forecast. “Forecast” means the estimate set forth in the applicable Order ofBuyer’s anticipated Orders of the Product during the Forecast Period.     h) Forecast Period. “Forecast Period” means the period set forth in the applicableProduct Schedule covered by the Forecast for the Product during which the applicable Purchase Priceis effective.     i) Inventory. “Inventory” means the materials and components required to manufacturethe Products.     j) IPC Workmanship Standard. “IPC Workmanship Standard” means the WorkmanshipStandard promulgated by IPC specified in the applicable Product Schedule, as such Standard isamended, updated or replaced from time to time.     k) Long Lead Inventory. “Long Lead Inventory” means Inventory that has a long leadtime from a supplier and must be purchased in advance of receipt of an Order in order forManufacturer to be able to meet the delivery schedule for Products as set forth in the applicableProduct Schedule.     l) Manufacturer Know-How. “Manufacturer Know-How” means confidential information andmaterials, including, but not limited to, technical and non-technical data, trade secrets andinformation relating to the results of methods and processes, and drawings, plans, diagrams,specifications and/or other documents containing said information and data, discovered, developedor acquired by Manufacturer alone, or Manufacturer and/or its agents prior to the term of thisAgreement, or for which Manufacturer is a licensee. For the avoidance of doubt, ManufacturerKnow-How shall not include any Buyer Technology.     m) Manufacturer Patent Rights. “Manufacturer Patent Rights” means (i) all patents andpatent applications conceived and reduced to practice by Manufacturer, and (ii) any divisions,continuations, continuations-in-part, reissues, reexaminations, extensions or other governmentalactions which extend any of the subject matter of the patent applications or patents in (i) above,and any substitutions, confirmations, registrations or revalidations of any of the foregoing.     n) Manufacturer Technology. “Manufacturer Technology” means the Manufacturer PatentRights and Manufacturer Know-How.     o) Minimum Buy Inventory. “Minimum Buy Inventory” means Inventory that may only bepurchased in minimum lot sizes. Manufacturer shall use commercially reasonable efforts to purchaseonly the amount of Inventory needed by Buyer and to use reasonable alternative sources to achievethat end.     p) Minimum Order Size. “Minimum Order Size” means the minimum dollar or quantityamount that Buyer must order per Product on each individual Order as specified in the applicableProduct Schedule.     q) NCNR Inventory. “NCNR Inventory” means all Inventory that is (i) on order and notcancelable, or (ii) in Manufacturer’s possession and not returnable to the vendor/supplier orusable, within a reasonable time not to exceed three (3) months from purchase, for other acceptedOrders or other buyers.     r) New Know-How. “New Know-How” means confidential information and materials,including, but not limited to, products, technical and non-technical data, and information relatingto the results of tests, assays, methods and processes, and drawings, plans, diagrams,specifications and/or other documents containing said information and data, discovered, developedor acquired concerning any invention conceived by Manufacturer or jointly by Buyer and Manufacturer(or their respective agents) during the term of this Agreement that relates to any manufacturingdesign and manufacturing process conceived in connection with Manufacturer’s performance of theobligations under this Agreement.
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     s) New Patent Rights. “New Patent Rights” means (i) all patents and patentapplications conceived and reduced to practice by Manufacturer or jointly by Buyer and Manufacturer(or their respective agents) concerning any invention conceived by Manufacturer or jointly by Buyerand Manufacturer during the term of this Agreement that relates to any manufacturing design andmanufacturing process conceived in connection with Manufacturer’s performance of the obligationsunder this Agreement, and (ii) any divisions, continuations, continuations-in-part, reissues,reexaminations, extensions or other governmental actions which extend any of the subject matter ofthe patent applications or patents in (i) above, and any substitutions, confirmations,registrations or revalidations of any of the foregoing.     t) New Technology. “New Technology” means the New Patent Rights and New Know-How.     u) Order. “Order” means a purchase order meeting the requirements of this Agreementsubmitted by Buyer for acceptance by Manufacturer.     v) Product Schedule. “Product Schedule” means a schedule, as amended from time totime by mutual agreement of the parties, that (i) references this Agreement and is executed by theparties hereto, (ii) sets forth information relating to a Product to be manufactured for Buyerpursuant to this Agreement and applicable Orders, and (iii) is attached to this Agreement andincorporated herein by reference.     w) Products. “Product” or “Products” mean the products that Manufacturer will producefor Buyer pursuant to this Agreement as set forth in applicable Product Schedules.     x) Purchase Price. “Purchase Price” means the unit price for a Product as set forthin the applicable Product Schedule.     y) Safety Stock Inventory. “Safety Stock Inventory” means Inventory that, unlesspurchased in advance of Orders, may not be available in sufficient quantities to manufactureProducts as set forth in the applicable Product Schedule.     z) Specifications. “Specifications” means the bill of materials, schematics, assemblydrawings, designs, test specifications, current revision number, approved vendor list and othermanufacturing information for each Product as set forth in the applicable Product Schedules.**2.****Statement of Work****.**     Buyer hereby engages Manufacturer, and Manufacturer hereby accepts Buyer’s engagement, tofurnish the necessary personnel, material, equipment, services and facilities to manufactureProducts in accordance with the applicable Specifications as required by Orders issued by Buyer andaccepted by Manufacturer in accordance with Section 4(a) herein. Manufacturer’s electronicmanufacturing services shall be performed in accordance with the applicable IPC WorkmanshipStandards for each Product being manufactured and in accordance with Manufacturer’s Quality Planfor Buyer. The Quality Plan is hereby incorporated herein by reference, provided that if anyprovision of the Quality Plan and any provision of this Agreement are in conflict, the provisionthat demands higher quality relating to the Product shall control.**3.****Term and Termination.**     a) Term. This Agreement shall commence on the Effective Date and continueindefinitely unless and until either party provides a written termination notice to the other partypursuant to Section 3(b).     b) Termination. (i) Either party may terminate this Agreement for any reason upon onehundred and eighty days (180) days’ prior written notice to the other party.
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 (ii) Either party may terminate this Agreement if the other party is inmaterial breach of this Agreement upon ninety (90) days’ written notice to thebreaching party, but only if such breach is not cured within the 90-day noticeperiod.     c) Effect of Termination. The expiration, termination, or breach of this Agreementshall not affect any obligations that exist as of the date of the expiration, termination orbreach, respectively including without limitation accepted Orders under Section 4. Whilein breach, or during the periods set forth in Section 3(b), Manufacture will continue to beobligated to comply with the terms and conditions of this Agreement, including, but not limited to,all agreed upon order and delivery terms. If Manufacturer’s level of performance is not consistentwith the level of performance prior to the breach, Buyer may seek payment for all costs associatedto expediting products from another supplier to meet Buyer’s delivery schedule.     d) Substitution of Manufacturing. In the event Buyer terminates this Agreement with180 days’ notice pursuant to Section 3b(i), or upon a breach of this Agreement by Manufacturer thatis not cured within the time period set forth in Section 3(b)(ii), Manufacturer shall cooperatewith and assist Buyer in the transfer of Buyer Technology and the New Technology, to the extent ofBuyer’s rights in the New Technology. Manufacturer’s obligations under this paragraph shall belimited to the compilation, preparation and transmission to Buyer or a new manufacturer ofinformation relating to the Buyer Technology provided to Manufacturer or New Technology developedunder this Agreement. Manufacturer shall have no obligation to transfer or disclose anyManufacturer Technology.**4.****Ordering.**     (a) Orders. Performance under this Agreement shall be initiated by Orders issued byBuyer and accepted by Manufacturer. Buyer shall be under no obligation to purchase, andManufacturer shall be under no obligation to manufacture, Products hereunder unless and until Buyerissues an Order and Manufacturer has accepted Buyer’s Order. Buyer’s Orders shall set forth foreach ordered Product: (i) the quantity, which shall be not less than the applicable Minimum OrderSize, (ii) the applicable Purchase Price and total price, (iii) the delivery and shippinginstructions, and (iv) the requested delivery schedule. . Notwithstanding the foregoing, ifManufacturer’s Long Lead Time Inventory is not compatible with Buyer’s requested delivery schedule,the parties may agree that Manufacturer may begin work in advance of having a definitive deliveryschedule and that the parties will, within ten (10) days, finalize the delivery schedule based uponthe information on the Long Lead Time Inventory. All Orders shall be subject to and governed bythe terms and conditions of this Agreement and the applicable accepted Order. Any supplementalterms will be signed by the chief financial officer or equivalent officer or Purchasing Manager ofBuyer and a duly authorized officer of Manufacturer. Buyer acknowledges that pre-printed terms andconditions on its Order form, if any, shall not apply to the Order.     (b) Acceptance. Manufacturer shall use reasonable commercial efforts to accept allBuyer Orders. No Order shall be deemed accepted unless Manufacturer provides Buyer written noticeaccepting the Order.     (c) Modification, Cancellation, or Deferment by Buyer. Orders may be modified orcancelled, and scheduled shipments may be deferred, only (i) upon Buyer’s prior written notice andManufacturer’s written acknowledgment and (ii) upon terms, satisfactory to Manufacturer, thatcompensate Manufacturer for all costs incurred by reason of such modification, cancellation ordeferment, which shall take into account, among other things, the cost of any NCNR Inventory, anyvendor cancellation charges (including restocking fees) and any nonrecurring engineering orproduction costs and the impact on the Purchase Prices of Products not cancelled. Manufacturershall use reasonable commercial efforts to return unused Inventory, to cancel pending orders withsuppliers, and to use such Inventory for other customers, if appropriate.
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**5.****Order Forecast**     (a) Manufacturer’s Reliance on Order and Forecasts. Buyer understands and acknowledgesthat Manufacturer calculated the Purchase Price for each Product assuming that Buyer would order atleast the total quantity set forth in the applicable Order for that Product. Manufacturer will usethe Forecast Deliveries, among other things, to determine the amount of Inventory to purchase andto have on hand to support delivery requirements. Should Buyer fail to take delivery of the fullquantity on Order and within the term of the Order, Manufacturer shall be entitled to request anequitable adjustment in the Purchase Price and additional compensation in accordance withSection 5(b).     (b) Failure to Purchase Quantities Ordered. If, during the applicable Order Period,Buyer fails to purchase the total quantity set forth in the applicable Order for a Product, (i) thePurchase Price for that Product shall be equitably adjusted (prospectively and retroactively) toreflect the impact of Buyer’s failure to purchase the total quantity, and (ii) Manufacturer shallbe compensated for otherwise unrecoverable costs reasonably incurred by Manufacturer to meetforecasted delivery quantities, including but not limited to: the cost of all NCNR Inventory orother unused Inventory specifically ordered for Buyer in Manufacturer’s possession, any vendorcancellation charges (including restocking fees) and any nonrecurring engineering or productioncosts. Manufacturer shall use reasonable commercial efforts to return unused Inventory to cancelpending orders with suppliers, and to use such Inventory for other customers, if appropriate.Manufacturer shall submit its request for an equitable adjustment and additional compensation notlater than sixty (60) days after the end of the applicable Forecast Period. The parties agree tonegotiate such request in good faith.     (c) Inventory Purchased to Support Forecasted Deliveries. Buyer acknowledges thatManufacturer may order Inventory in advance to meet the Forecasted Deliveries. Such Inventory maybe purchased in consideration of Long Lead Time components, Minimum Buy, NCNR and Safety StockInventory. Manufacturer agrees that it will keep Buyer informed of Manufacturer’s materialpurchases and Buyer’s liabilities on a quarterly basis at the quarterly business review. Buyeragrees that if any such Inventory purchased in advance of the Forecasted Deliveries is not used forBuyer’s Orders and cannot be returned or used on other orders within thirty (30) days (or as theparties may otherwise mutually and expressly agree), then Buyer shall purchase any such Inventoryat Manufacturer’s cost. In addition, Buyer shall reimburse Manufacturer for otherwiseunrecoverable costs reasonably incurred by Manufacturer, including but not limited to: any vendorcancellation charges (including restocking fees). Manufacturer shall use reasonable commercialefforts to return unused Inventory specifically purchased for Buyer, to cancel pendingorders with suppliers, and to apply such Inventory to other customers’ needs if appropriate.     (d) Inventory. Upon Manufacturer’s receipt of payment for any Inventory underSections 5(b) and (c), Buyer shall have the option to: (i) direct Manufacturer to ship toBuyer, at Buyer’s cost, the Inventory or (ii) request Manufacturer store the Inventory at customarystorage charges for use on future Orders for a period of up to twelve (12) months or as the partiesmay otherwise mutually agree.     (e) Minimum Inventories. Manufacturer shall maintain a Minimum Finished GoodsInventory equal to the lesser of (i) 1/12of the annual Forecast and (ii) 1/3 of the forecasteddeliveries for the next three months, provided, however, that if at any time Manufacturerdetermines in its sole discretion that there exists an unacceptable risk of nonpayment for suchinventory, Manufacturer’s obligations under this paragraph shall be waived.     (f) Purchase in Excess of Forecast. If Buyer purchases quantities of product inexcess of its Order, Buyer shall receive reduced pricing on the excess quantities based on actualreduced costs to Manufacturer in material, labor or other identifiable savings from the additionalpurchases. Such price
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reduction shall be in the form of a price reduction or a credit, given in the period in whichthe excess purchase occurs.**6.****Shipment and Delivery****.**     Manufacturer shall ship Products in accordance with each accepted Order, subject to the termsand conditions of this Agreement. Delivery of Products shall be made F.O.B. at the loading dock ofthe Manufacturer facility on the dates specified in the applicable Order. Title to, and risk ofloss for, Products shall pass to Buyer at the time of delivery of possession of the Products at theloading dock at Buyer’s facility.**7.****Acceptance****.**     The Product shall be deemed accepted when Manufacturer has (i) tested and inspected theProduct in accordance with the contracted level of testing and inspections, and such Products havepassed the testing and inspections, as set forth in the applicable Product Schedule and (ii)delivered the Product to Buyer.**8.****Prices; Other Costs; Price Changes; Invoicing.**     (a) Prices; Taxes. Buyer shall pay Manufacturer the Purchase Price set forth in theapplicable Product Schedule for Orders of Products received by Manufacturer during the applicableForecast Period, which Purchase Price may be adjusted from time to time pursuant to the terms ofthis Agreement. The Purchase Price is exclusive of the costs shipping and insurance and anyapplicable federal, state and local taxes, which shall be borne by Buyer.     (b) Price Changes. In addition to other provisions in this Agreement allowing forchanges in the Purchase Price, if significant fluctuations occur at any time in the costs ofInventory, Manufacturer and Buyer will review the impact of such fluctuations and mutually agree toan increase or decrease in the Purchase Price arising therefrom for Products whose costs areaffected by such fluctuations and have not yet been produced or shipped.     (c) Tooling/Non-Recurring Expenses. Buyer shall pay for, or obtain and consign toManufacturer, any Product specific tooling and shall prepay other non-recurring expenses as setforth in the applicable Product Schedule. Upon request by Buyer, Manufacturer shall return allitems paid for by Buyer pursuant to this Section 8(c).     (d) Invoicing and Payment. Manufacturer shall invoice Buyer concurrently with eachshipment of Products. A proper invoice shall include Manufacturer’s name and invoice date, theOrder number, the total price and the name (if applicable), title, complete mailing address wherepayment is to be sent and must be submitted to the appropriate invoice address listed in theapplicable Product Schedule or Order. Buyer shall pay all invoices within thirty (30) days of thedate of invoice. Payments shall be made in U.S. dollars. Interest due on late payments shall beone and one half percent (1.5%) per month.**9.****Engineering Changes and Cost Savings.**     Buyer may request in writing that Manufacturer incorporate an engineering change into aProduct. Such request shall include a description of the proposed change sufficient to permitManufacturer to evaluate it. Manufacturer’s evaluation shall be in writing and shall state theimpact of the requested change on delivery schedule and expected cost. Buyer shall be entitled totwelve (12) engineering change requests per year without charge for the cost of processing anddocumenting the engineering change order but with other Buyer costs to be determined as follows.Manufacturer shall not be obligated to proceed with the requested engineering change until theparties have agreed on the changes to the Product, Specifications, delivery schedule and pricing,including without limitation the cost to be paid by Buyer for re-assembly, retooling and Inventoryon hand and on order that becomes obsolete. Pricing for
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obsolete Inventory as a result of such change shall be based upon the cost of such Inventory. Anycost reduction programs may also have an effect on the Purchase Price.**10.****Force Majeure.**     Neither party shall be liable for its failure to perform hereunder due to any occurrencebeyond its reasonable control, including acts of God, fires, floods, wars, terror, sabotage,accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations,whether valid or invalid (including, but not limited to, priorities, requisitions, allocations andprice adjustment restrictions), inability to obtain material, equipment or transportation, and anyother similar or different occurrence; provided, however, that obligations for payment for Productsproduced and shipped shall not be relieved or suspended by any event of force majeure. The partywhose performance is prevented by any such occurrence shall notify the other party thereof inwriting as soon as is reasonably possible after the commencement of such occurrence, and shallpromptly give written notice to the other party of the cessation of such occurrence. The partyaffected by such occurrence shall use reasonable commercial efforts to remedy or remove such eventof force majeure as expeditiously as possible.**11.****Intellectual Property.**     (a) Ownership of Intellectual Property; License. Title to and ownership of all of thetechnology, trade secrets, know-how, Buyer Technology and other proprietary information regardingthe Products and the manufacture of the Products supplied by Buyer to Manufacturer hereunder shallremain in Buyer. Buyer hereby grants Manufacturer a limited, non-transferable, non-exclusive,revocable license to use Buyer’s software, technology, trade secrets, know-how, and otherproprietary information (“Buyer’s Proprietary Information”) for the purposes of this Agreement,free of any claim or allegation by Buyer of misappropriation of Buyer’s Proprietary Information orinfringement by Manufacturer of any Buyer intellectual property rights covering Buyer’s ProprietaryInformation; provided, however, that Manufacturer’s rights and freedom of use in connection withthe manufacture of Products for Buyer hereunder shall endure only for the term of this Agreement.After the termination or expiration of this Agreement, (i) such license shall expire andManufacturer shall have no further rights to use Buyer’s Proprietary Information and (ii)Manufacturer shall return to Buyer all written documents and other materials relating to Buyer’sProprietary Information. Notwithstanding the foregoing, title to and ownership of any software,technology, trade secrets, know-how, and all Manufacturer Technology and other proprietaryinformation of Manufacturer (“Manufacturer’s Proprietary Information”) used by Manufacturerhereunder shall remain the property of Manufacturer.     (b) Confidentiality of Proprietary Information. The parties acknowledge that eachparty’s Proprietary Information set forth in Section 11(a) contains valuable trade secretsthat are the sole and exclusive property of the other party. Each party agrees that it willmaintain and protect the confidentiality of the other party’s Proprietary Information using thesame standard of care that such party uses to protect its own Proprietary Information, which in noevent shall be less than reasonable care. The obligation to keep each party’s ProprietaryInformation confidential under this Section 11 shall survive the termination or expirationof this Agreement.     (c) Ownership of Inventions. i. New Technology. Title to all inventions and intellectualproperty included in or which relates to New Technology shall be owned exclusivelyby Manufacturer. Buyer hereby assigns to Manufacturer all its right, title andinterest it may otherwise hold in or to such New Technology and any patentapplications or patents relating thereto. Buyer shall, at the request ofManufacturer, execute and deliver or cause to be delivered, all such consents,documents or further instruments of assignment or transfer, and take or cause to
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   be taken all such actions Manufacturer reasonably deems necessary or desirable inorder for Manufacturer to obtain the full benefits of the assignment herein.Manufacturer hereby grants to Buyer an irrevocable, non-exclusive, assignable,worldwide, royalty-free license, during the term of this Agreement and for a periodof 5 years thereafter, to practice any method, process or procedure within, andotherwise develop, exploit and/or commercialize the New Technology, and to utilizethe New Technology.  ii. Inventorship. Any inventions and other intellectual propertyrights relating to the Products and conceived and/or reduced to practice inconnection with this Agreement that are not New Technology shall be considered asthe result of “work for hire”, and all rights in any such inventions and otherintellectual property rights shall be owned exclusively by Buyer.**12.****Manufacturer Restrictions as to Use of Products****.**     Buyer acknowledges and agrees that the Products are not designed for and, absentManufacturer’s express written authorization, are not to be used in IPC Class 3 product (equipmentwhere continued performance or performance on demand is critical such as life support systems orcritical weapons systems).**13.****Product Warranty and Disclaimer.**     (a) Product Warranty. Manufacturer warrants that Products manufactured hereunder willconform to the manufacturing Specifications and will be free from Defects in workmanship for aperiod of twenty-four (24) months from the date of delivery of the Products to Buyer. Buyer shallpromptly notify Manufacturer in writing of any malfunction in the Products, which notificationshall describe the malfunction in sufficient detail to permit Manufacturer to isolate themalfunction. Upon notification from Buyer, Manufacturer will provide Buyer with instructions onreturning the Product under a warranty claim. Upon receipt of any Products returned by Buyerpursuant to this Section 13, Manufacturer shall test the Products in accordance with thecontracted level of testing as set forth in the applicable Product Schedule in order to isolate anymalfunctions in the Product. If Manufacturer determines that the malfunction is not due tononconformity with the Specifications or Defect, then Manufacturer will seek instructions from theBuyer regarding whether Manufacturer should return the Product to Buyer or dispose of it. IfManufacturer is unable to isolate any malfunctions in the Product using the contracted level oftesting as set forth in the applicable Product Schedule, then Buyer is solely responsible forisolation of the malfunction and Manufacturer will seek instructions from the Buyer regardingwhether Buyer will authorize additional testing on the returned Product or whether Manufacturershould return the Product to Buyer or dispose of it. If any returned Product contains malfunctionsdue to nonconformity with the Specifications or Defects in workmanship, then Buyer’s exclusiveremedy and Manufacturer’s sole liability under this warranty will be for the Manufacturer, at itssole option and expense to correct or replace the nonconforming or defective Product. Thiswarranty does not apply to (i) any first articles, prototypes, pre-production units, test units ofa Product, (ii) any Products that have been repaired by Buyer or a third party, (iii) any productsthat have been altered or modified in any way by Buyer or third party or (iv) any Products thathave been subject to misuse, abnormal use or neglect.     (b) Disclaimer. THE WARRANTY STATED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES,CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATIONANY IMPLIED WARRANTIES OF TERMS AS TO QUALITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OROTHERWISE, WHETHER IMPLIED BY CUSTOM OR LAW. Without limiting the foregoing disclaimer, Buyerunderstands, acknowledges and agrees that Manufacturer does not warrant any parts, components orother materials used in the manufacture of the Products. Manufacturer agrees to use
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commercially reasonable efforts to enforce for the benefit of Buyer any warranty coverage onsuch parts, components and other materials provided by suppliers.**14. Performance Requirements.**     (a) Limit on Number of Defects. Manufacturer agrees that after a Valor analysis andPFMEA is completed that verifies that a 95% yield can be obtained, first pass yield shall not runbelow 95% with respect to defects in workmanship only. This data shall be collected to the subassembly and top assembly part numbers. In addition, Manufacturer agrees that out of box/fieldfailures due to manufacturing workmanship defects will not exceed 1.5% over the first 12 months ofthis agreement and no more than .75% thereafter. Any breach of the covenants in this paragraph 14by Manufacturer shall be deemed cured for purposes of Section 3(b)(ii) if the cause of suchfailures is identified and corrected within 90 days following written notification to Manufacturerof the breach.     (b) Response Time. Manufacturer will correct product workmanship Defects within theresponse times indicated below.     (c) During production, Defects shall be remedied immediately based on feedback from in processauditing, operator awareness, AOI, test and product audits.     (d) Defects that are the subject of a return material authorization (RMA) shall be remediedwithin ten (10) days from Manufacturer’s receipt of the RMA.     (e) All Product workmanship Defects detected in Product manufacturing or testing will bereported to Buyer within 10 days after detection.**15. Limitation Of Liability.**          EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3(c) (Term and Termination) and Section 16(INDEMNIFICATION) OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTYFOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATUREARISING OUT OF OR RELATING TO THIS AGREEMENT OR CONNECTED WITH OR RESULTING FROM THE MANUFACTURE,SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT, OR USE OF ANY PRODUCTS OR THE FURNISHING OF ANYSERVICE OR PART THEREOF, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICTLIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAD BEEN WARNED OF THE POSSIBILITY OF ANY SUCH DAMAGES.**16.****Indemnification.**     (a) Buyer shall defend, indemnify and hold Manufacturer and its parent companies,subsidiaries, affiliates, officers, directors, employees, agents and representatives harmless fromany and all claims, demands, liabilities, actions, suits, proceedings, losses, injuries, deathincluding damages, judgments, expenses and/or costs (including without limitation reasonableattorneys’ fees and related costs) based on or arising out of: (i) any claims or demands that useof Buyer’s Proprietary Information in manufacturing the Products constitutes infringement; (ii) anyclaims or demands relating to the design of the Products; (iii) any claims or demands by any thirdparty that there was a failure to warn of any foreseeable use, improper use, misuse or defects ofany Products; (iv) any claims or demands relating to Buyer’s negligence, use, ownership,maintenance, transfer, transportation or disposal of the Products; (v) any claims or demands ofBuyer’s violation or alleged violation of any federal, state, or local laws or regulation,including without limitation, the laws and regulations governing product safety, labeling,packaging and labor practices; or (vi) any claims or demands arising out of a breach by Buyer ofany of the terms and conditions of this Agreement. Manufacturer shall give written notice of anyclaim or potential claim to Buyer within a reasonable time following the time at which Manufacturerfirst became
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aware of the circumstances which gave rise to such claim for indemnification hereunder. Buyer may,at its option, have control of any litigation and appointment of counsel in defense of any thirdparty claims for which Manufacturer seeks indemnification hereunder. No suit or proceeding shallbe settled or compromised without the prior written consent of Manufacturer unless such settlementor compromise includes a complete and unconditional release of Manufacturer from any and allliabilities or claims asserted in such suit or proceeding. The obligation to indemnify under thisSection 16 shall survive the termination or expiration of this Agreement.     (b) Within thirty (30) days of the execution and delivery of this Agreement by the parties,Manufacturer shall provide Buyer with appropriate certificates of insurance evidencing product andcompleted operations coverage with a broad form vendor’s endorsement with limits of at least $1million per occurrence and $2 million aggregate and naming Buyer as an additional insured, andfurther providing that the insurer shall not terminate or materially modify such coverage withoutwritten notice to Buyer at least ten (10) days in advance thereof. To the extent such insurancecoverage proves insufficient and except to the extent caused by the gross negligence or intentionalact or omission of Buyer, Manufacturer agrees to indemnify Buyer, and Buyer’s officers,shareholders, directors, subsidiaries, Affiliates, employees, agents, contractors, successors andassigns, against any and all claims, liabilities, expenses (including reasonable attorney’s fees),losses and damages, demands and fines caused by or arising out of any error, omission, mistake ornegligence on the part of Manufacturer or its Affiliates with regard to the manufacturing processesand workmanship.17. **Non-Solicitation of Employees**.     Without the prior written permission of the other party, each party agrees, during the term ofthis Agreement and for a period of twelve (12) months following its termination or expiration, notto directly or indirectly solicit for employment or hire any employees of the other party with whomsuch party had contact, or who became known to such party, in connection with this Agreement;provided, however, that such party shall not be prohibited from hiring any such employee whocontacts such party on his or her own initiative and without any direct or indirect solicitation bysuch party. A general advertisement for an employment position shall not be deemed to be a director indirect solicitation for the purposes of this provision. This agreement shall in no way,however, be construed to restrict, limit or encumber the rights of any employee granted by law.18. **Miscellaneous.**     (a) Notices. All notices and other communications required or permitted to be givenunder this Agreement shall be in writing and hand-delivered, mailed by first-class mail postpaid,sent by facsimile (so long as the party sending the facsimile has the ability to receive aconfirmation of receipt from its facsimile machine) or sent by an overnight courier with a reliabletracing system, to each of the parties to their respective addresses as noted in the firstparagraph of this Agreement. Notices that are mailed shall be deemed to have been given as of thefourth business day following the date of mailing and notices that are hand-delivered or sent byovernight courier are deemed to be given the next business day. Either party may change itsaddress for the giving of notice by so notifying the other party by ten (10) days prior writtennotice given in the manner set forth in this section.     (b) Written Modifications. No amendment, modification or release from any provisionof this Agreement, the Product Schedules attached hereto or Orders issued hereunder shall be of anyforce or effect unless it is in writing and signed by both parties hereto and specifically refersto this Section 18(b).     (c) No Assignment. This Agreement shall not be assigned by either party without theprior written consent of the other party and any attempt to do so shall be void, provided thatBuyer may assign this Agreement to (i) an Affiliate of Buyer or (ii) an entity that acquires all orsubstantially all of the business or assets of Buyers, whether by merger, reorganization,acquisition, sale, or otherwise, provided that
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(i) assignee’s financial situation is satisfactory to Manufacturer and (ii) in each case theassignee agrees in writing to be strictly bound by the terms and conditions of this Agreement. Theterms and conditions of this Agreement shall be binding on and inure to the benefit of thepermitted successors and assigns of the parties.     (d) No Waiver. A failure to exercise any right hereunder with respect to any breachshall not constitute a waiver of such right with respect to any subsequent breach.     (e) Independent Contractors. Each party is acting as an independent contractor andnot as agent, partner, or joint venturer with the other party for any purpose. Except as providedin this Agreement neither party shall have any right, power, or authority to act or to create anyobligation, express or implied, on behalf of the other.     (f) Security Interest. In order to secure its obligations under this Agreement, Buyerhereby grants Manufacturer a purchase money security interest (the “Security Interest”) in allProducts sold by Manufacturer to Buyer or Inventory purchased on behalf of Buyer, and to anyproceeds thereof, under the Uniform Commercial Code as adopted in the jurisdiction identified inSection 18(h) below (the “UCC”), until all of Buyer’s payment obligations under this Agreement havebeen paid in full. Buyer agrees that this Agreement shall constitute a “Security Agreement” forpurposes of the UCC and that Manufacturer shall have and may exercise any and all remedies Buyermay have with regard to the Security Interest. Buyer authorizes Manufacturer to file one or morefinancing statements determined by Manufacturer to be necessary to perfect the Security Interest.Buyer agrees to execute any documents Manufacturer may request in order to protect and perfectManufacturer’s Security Interest.     (g) Fair Labor Standards Act. All Products furnished hereunder will be manufacturedin accordance with the Fair Standards Labor Act of 1938, as amended, and the regulations and ordersof the U.S. Department of Labor issued thereunder.     (h) Governing Law. The validity, interpretation and performance of this Agreementshall be governed by the laws of the state of Manufacturer’s place of business as set forth in thefirst paragraph of this Agreement, without regard to such state’s conflicts of laws principles.     (i) Counterparts. This Agreement may be executed in counterpart copies, all of whichcounterparts shall have the same force and effect as if all parties were to have executed a singlecopy of this Agreement.     (j) Entire Agreement. The terms and conditions of this Agreement, including allProduct Schedules and accepted Orders, constitute the entire agreement between the parties heretowith respect to the subject matter hereof and supersede all previous communication, either oral orwritten, between the parties hereto. There are no understandings, representations or warranties ofany kind whatsoever, except as expressly set forth herein.     (k) No Subcontracting. Manufacturer shall not subcontract any work to be performedunder this Agreement without the prior written consent of Buyer, and any permitted subcontractmanufacturer shall agree in writing to be bound by the terms of this Agreement as if it wereManufacturer under this Agreement. Manufacturer shall be responsible to Buyer for any failure byany subcontract manufacturer to comply with the terms of this Agreement.     (l) Inspection/Audit Rights. Buyer, in its sole discretion, will have the right, butnot the obligation, to inspect Manufacturer’s facilities and operations during normal businesshours and upon at least one (1) business day prior notice. Buyer reserves the right to do qualitytesting at any time. Failure by Buyer to exercise these inspection/testing rights or failure bysuch inspection/testing to detect any deficiency shall not excuse Manufacturer of any of itsobligations under this Agreement. Buyer, in its sole discretion, shall have the right, but not theobligation, to audit any and all business and operations practices and procedures of Manufactureras they pertain to this Agreement, including, but not limited to, billing
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practices and procedures. Buyer will also have the right to audit and verify that all mattersagreed to in this Agreement are being met by Manufacturer via use of an outside audit company.Buyer and/or its designated agent shall perform any such audits during regular business hours uponat least one (1) business day notice. Following such audit, Buyer may provide a written report ofits findings to Manufacturer, including a timetable for correction of any issues or problemsdiscovered by the auditors. If such inspection, testing or audit discloses a deficiency betweenthe amount found to be due to Manufacturer and the amount actually paid to Manufacturer,Manufacturer shall immediately repay the overcharge together with interest thereon from the dateotherwise due until actually paid in full, principal and interest, at the rate then publiclyannounced by Buyer’s most recent principal lender as its “prime” rate. If such inspection, testingor audit discloses that the amount found to be due Manufacturer exceeds the amount actually paid toManufacturer, Buyer shall immediately pay the amount due together with interest thereon from thedate otherwise due until actually paid in full, principal and interest, at the rate then publiclyannounced by Manufacturer’s most recent principal lender as its “prime” rate. Manufacturer agreesto retain cost information applicable to Products for at least two (2) years after the date theProducts are shipped from Manufacturer’s production facility.     (m) Manufacturer Responsibilities. Manufacturer warrants that its manufacturing anddevelopment facilities and procedures will conform with all applicable U.S. laws and regulationsand all applicable foreign laws and regulations. Manufacturer shall keep Buyer fully informed ofits manufacturing procedures and developments relating thereto and Buyer shall have the right onreasonable prior notice to visit the manufacturing facility during ordinary business hours andreview any relevant records relating to product manufacture (including records relatingManufacturer’s proprietary manufacturing processes).     (n) Competing Products. During the term of this Agreement and thereafter, neitherManufacturer nor its Affiliates shall utilize any Buyer Technology to develop, manufacture,distribute or otherwise benefit from any product, service, or concept which is substantiallysimilar to any Products manufactured by Manufacturer for Buyer during the term of this Agreement.Further, during the term of this Agreement Manufacturer shall notify Buyer in writing if it intendsto perform design or manufacturing services for any of the entities listed on the CompetitorsSchedule [XATA to produce Schedule], attached.     (o) Information Technology Requirements. Manufacturer will provide Buyer with accessto a file transfer protocol (“FTP”) site by July 1, 2005. In addition, Manufacturer will provideaccess to information from the final functional tester (Port 80 or 8080 HTTP access from finaltester) by November 1, 2005.     (p) Financial Rewards. Buyer has agreed to pay Manufacturer a one-time performancebonus of $30,000 on September 15, 2005 if Manufacturer has completed a pre-production build of 100Products by August 1, 2005 and is producing and shipping a minimum of 60 Products per day bySeptember 1, 2005.     (q) Use of Buyer Name. Manufacturer shall not disclose the existence of thisAgreement or Buyer’s identity unless required to do so by law.           IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to be executed as of theday and year first above written.         XATA Corporation WINLAND ELECTRONICS, INC.           By:   By:             Name:   Name: Dale A. Nordquist           Title:   Title: Senior Vice President Sales and Marketing  
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**PRODUCTSCHEDULE No. Enter Number Enter Number**          This ProductSchedule No. **Enter Number Enter Number**is effective as ofthe **Enter Date Enter Date**day of **Enter Month Enter Month**, **Enter Year Enter Year**,pursuant to the Basic Ordering Agreement dated**Enter Month Enter Month Enter Date Enter Date**, **EnterYear Enter Year**, between **Enter Buyer’s Name EnterBuyer’s Name**, (“Buyer”), and **EnterManufacturer’s Name Enter Manufacturer’sName**(“Manufacturer”). Ø Name of Product:  ** **** ****[Insert description of the Product] [Insert description of the Product]**  Ø Purchase Price:  ** **** ****[Insert unit Price] [Insert unit Price]**  Ø Forecast Period:  ** **** ****Enter Month Enter Month**, **Enter Year Enter Year**through **Enter Month Enter Month**, **Enter Year EnterYear**  Ø Forecast:  ** **** ****Enter Number Enter Number**units  Ø  Tooling/Non-Recurring Expenses:  ** **** ****[Insert non-recurring expenses to be paid by Buyer and existing work instructions, ifany] [Insert non-recurring expenses to be paid by Buyer and existing work instructions, ifany]**  Ø Minimum Order Size:  ** **** ****[Insert minimum order size, if any] [Insert minimum order size, if any]**  Ø Delivery Schedule Limitations:    Deliveries shall start not less than **Spell out Number Spellout Number**(**Enter Number EnterNumber**) days and be completed not less than **Spell out Number Spell out Number**(**Enter Number Enter Number**) days after the date of the Order.  Ø Labeling/Packaging Instructions:  ** **** ****[Insert labeling/packaging instructions, if any] [Insert labeling/packaging instructions, ifany]**  Ø Specifications:  ** **** ****[Insert description of the Specifications and required level of Testing for thisProduct] [Insert description of the Specifications and required level of Testing for thisProduct]**  Ø IPC Workmanship Standard:  * ** **Select the appropriate IPC standard and/or insert other applicable standards*:    o ANSI/J-STD-001B – Requirements for Soldered Electrical and Electronic Assemblies    o IPC-A-601C – Acceptability of Electronic Assemblies – Specify Class 1, 2 or 3
 

 
   o IPC-7721 – Repair and Modifications of Printed Boards and Electronic Assemblies    o J-STD-033 – Standard for Handling, Packing, Shipping and Use of Moisture/ReflowSensitive Surface Mount Devices    o Others, Specify: **[Identify number and title of other/additional standards, ifany] [Identify number and title of other/additional standards, if any]**  Ø Invoice Address:  ** **** ****[Insert Buyer’s address where Invoices should be sent] [Insert Buyer’s address where Invoicesshould be sent]**  Ø Other Terms and Conditions:  ** **** ****[Insert any other special terms and conditions applicable to the Product] [Insert any otherspecial terms and conditions applicable to the Product]**          IN WITNESS WHEREOF, the parties hereunto have executed this Product Schedule as of the day andyear first above written.         XATA Corporation Winland Electronics,Inc.           By:   By:             Name:   Name:             Title:   Title: