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EXHIBIT 14

                                XATA CORPORATION

               CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

XATA expects the highest ethical conduct from its principal executive officer
and senior financial officers. Your full compliance with this Code and with
XATA's Code of Business Conduct and Ethics is mandatory. In addition, you are
expected to foster a culture of transparency, integrity and honesty which will
encourage compliance by all employees with XATA's Code of Business Conduct and
Ethics, in letter and in spirit.

CONFLICTS OF INTEREST

As a XATA principal executive officer or senior financial officer, you must
avoid any investment, interest or association that interferes, might interfere,
or might appear to interfere, with your independent exercise of judgment in
XATA's best interests.

Situations in which your personal interests conflict with your independent
exercise of judgment on behalf of XATA may include (1) situations in which you
can use your position at XATA for personal gain (e.g. causing XATA to enter into
a business transaction with your relatives or friends) or (2) situations which
develop into actual or potential conflicts due to factors beyond your control
(e.g. the bank at which your wife is an executive in commercial lending is
acquired by XATA's principal lender). Situations in the first category are
strictly prohibited. Situations in the second category should be disclosed
immediately to a member of the Audit Committee of the Board of Directors for a
determination on procedures to avoid impairment of independent judgment on
behalf of XATA.

If you have concerns about any situation, follow the steps outlined in the
Section on "Reporting Violations."

ACCURATE PUBLIC DISCLOSURES

Full, fair, accurate, timely and understandable disclosures in XATA's periodic
reports and press releases is legally required and is essential to the success
of our business. You are required to exercise the highest standard of care in
preparing such XATA public disclosures. The following guidelines are intended to
be instructive but are not comprehensive:

         -  All XATA accounting records, as well as reports produced from those
            records, must comply with applicable laws, regulations, and industry
            standards.

         -  All records, including accounting records, must fairly and
            accurately reflect the transactions or occurrences to which they
            relate.

         -  All accounting records must fairly and accurately reflect, in
            reasonable detail, XATA's assets, liabilities, revenues and
            expenses.

         -  XATA's accounting records must not contain any false or
            intentionally misleading entries.

         -  All transactions must be supported by accurate documentation in
            reasonable detail and recorded in the proper account and in the
            proper accounting period.

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         - No information should be concealed from the independent auditors.

COMPLIANCE

You are expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations.

If you fail to comply with this Code, with XATA's Code of Business Conduct and
Ethics, and/or with any applicable laws, you will be subject to disciplinary
measures, up to and including immediate discharge from XATA.

REPORTING VIOLATIONS

Your conduct can reinforce an ethical atmosphere and positively influence the
conduct of fellow associates. If you are powerless to stop suspected misconduct
or discover it after it has occurred, you must report it to the Chief Executive
Officer.

If you are still concerned after speaking with the Chief Executive Officer or
feel uncomfortable speaking with that person (for whatever reason), you must
directly contact the Audit Committee of XATA's Board of Directors by sending a
detailed note, with relevant documents, to Mr. Carl Fredericks, Fredericks &
Associates, 4275 Executive Square, Suite 350, La Jolla, CA 92037-9180, or
contact Mr. Fredericks at 858-535-9600.

Your calls, detailed notes and/or e-mails will be dealt with confidentially. You
have the commitment of XATA and of the Audit Committee of XATA's Board of
Directors that you will be protected from retaliation.

Retaliation by anyone against any reporting person will not be tolerated.

CHANGES AND WAIVERS

In accordance with the rules of the U.S. Securities and Exchange Commission, any
change to, or waiver of, this Code must be immediately publicly disclosed.

CONCLUSION

In the final analysis, there are no universal rules or easy answers. Ask
yourself whether your actions could be questioned by supervisors, associates,
clients, family and the general public. If you are uncomfortable with your
answer, discuss the situation with the Audit Committee (See Reporting
Violations) before proceeding.

AGREED TO AND ACCEPTED BY:

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Signature

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Print Name

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Title

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Date