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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF DESIGNATION
OF PREFERENCES OF SERIES B PREFERRED STOCK
OF
XATA CORPORATION,
a Minnesota Corporation
     WHEREAS
 NOW, THEREFORE, BE IT RESOLVED,
 Amendment and Restatement of Section 4(D)




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Amendment of Section 5(A)(i) Caption.
  Amendment of Sections 5(A) and 5(B).
  At the Request of the Holders
 (A)
    
    The holders of sixty percent (60%) of the Series B
Preferred Stock may, by written notice to the Corporation (the
Election Notice), require the Corporation to redeem the outstanding
            shares of Series B Preferred Stock at any time following the first to
occur of: (a) the Maturity Date (as defined in Section 5(A)(i)), (b)
the delivery of an Acceleration Event Notice (as defined below) or (c)
a Change in Control. Any such Election Notice shall specify a date upon
which such redemption shall occur (the Redemption Date); provided,
however, that if the redemption is related to the passing of the
Maturity Date or a Change of Control, then (i) the Election Notice
shall be given not less than sixty (60) days nor more than ninety (90)
days prior to the requested Redemption Date, and (ii) at least thirty
(30) days but no more than sixty (60) days prior to the Redemption Date
the Corporation shall send a notice (a Redemption Notice) to all
holders of Series B Preferred Stock setting forth (A) the Redemption
Date, (B) the Redemption Price for the shares of Series B Preferred
Stock to be redeemed, and (C) the place at which such holders may
obtain payment of their respective portions of the Total Redemption
Price upon surrender of their share certificates. If redemption is
being sought in connection with an Acceleration Event, the Corporation
shall set the Redemption Date on a date as soon as practicable
following the occurrence of the Acceleration Event, and shall send the
Redemption Notice to all holders of Series B Preferred Stock as far as
practicable in advance of the Redemption Date. The Corporation shall
effect such redemption on the Redemption Date by paying the Redemption
Price in exchange for each share of Series B Preferred Stock.(B)
    
    Notwithstanding the foregoing, the Corporation may
decline to redeem any or all of the Series B Preferred Stock (provided
that any redemption in part shall be pro rata across holders) and in
such




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case, the Preferred Dividend described in Section 3 shall increase
from four percent (4%) per annum to ten percent (10%) per annum and
shall be compounded semi-annually from the date of the Election
Notice.(C)
    
    Notwithstanding the above, any holder of Series B
Preferred Stock may convert such shares into Common Stock pursuant to
Section 6(A) prior to the date immediately preceding the Redemption
Date.(D)
    
    For purposes of this Section 5(A)(ii), an Acceleration
Event shall consist of (i) any judgment against the Corporation in
excess of $10,000,000 unless such judgment is stayed within sixty (60)
days of the date of such judgment; (ii) any event of default under any
indebtedness of the Corporation that causes $10,000,000 or more of such
indebtedness to accelerate; or (iii) an event of bankruptcy, an
assignment for the benefit of creditors or similar event. The
Corporation shall, on the date an Acceleration Event (as defined below)
occurs, or as soon as reasonably practicable thereafter (but in no
event later than five (5) days following the date of an Acceleration
Event), provide a written notice to all holders of Series B Preferred
Stock with a description of the facts giving rise to the Acceleration
Event (the Acceleration Event Notice).
   Method of Redemption.




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provided
  RESOLVED FURTHER
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IN WITNESS WHEREOF th
 /s/ Craig S. FawcettCraig S. FawcettChief Executive Officer