Exhibit 10.36



 


Exhibit 10.36





LOAN MODIFICATION AGREEMENT



     This loan modification agreement
is entered into as of December 24, 2002, by and between At
Road, Inc. (“Borrower”) and Silicon Valley Bank
(“Bank”).



1.     DESCRIPTION OF EXISTING
OBLIGATIONS: Among other which may be owing by Borrower to
Bank, Borrower is indebted to Bank pursuant to, among other
documents, a Loan and Security Agreement, dated June 30,
1999, as modified or amended from time to time, (the “Loan
Agreement”). The Loan Agreement provided for, among other
things, a Committed Revolving Line in the original principal
amount of Two Million Dollars ($2,000,000). Defined terms used
but not otherwise defined herein shall have the same meanings as
in the Loan Agreement.



Hereinafter, all indebtedness owing by Borrower to Bank shall be
referred to as the “Obligations.”



2.     DESCRIPTION OF COLLATERAL AND
GUARANTIES. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement.



Hereinafter, the above-described security documents and
guaranties, together with all other documents securing repayment
of the Obligations shall be referred to as the “Security
Documents”. Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations
shall be referred to as the “Existing Loan Documents”.



3.     DESCRIPTION OF CHANGE IN
TERMS.



        A.     Modification(s)
to Loan Agreement



		
	                1.	
    The following term under Section 13.1 entitled
    “Definitions” is hereby amended to read as follows:





		
	                        	
    “Revolving Maturity Date” is the earlier of
    (i) the closing of the $3,000,000 line of credit and
    $1,000,000 term loan facilities pursuant to the term sheet dated
    November 13, 2002 or (ii) November 30, 2003.





4.     CONSISTENT CHANGES. The
Existing Loan Documents are hereby amended wherever necessary to
reflect the changes described above.



5.     NO DEFENSES OF BORROWER.
Borrower (and each guarantor and pledgor signing below) agrees
that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the Obligations.



6.     CONTINUING VALIDITY.
Borrower (and each guarantor and pledgor signing below)
understands and agrees that in modifying the existing
Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the
Existing Loan Documents. Except as expressly modified pursuant
to this Loan Modification Agreement, the terms of the Existing
Loan Documents remain unchanged and in full force and effect.
Bank’s agreement to modifications to the existing
Obligations pursuant to this Loan Modification Agreement in no
way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall
constitute a satisfaction of the Obligations. It is the
intention of Bank and Borrower to retain as liable parties all
makers and endorsers of Existing Loan Documents, unless the
party is expressly released by Bank in writing. No maker,
endorser, or guarantor will be released by virtue of this Loan
Modification Agreement. The terms of this paragraph apply not
only to this Loan Modification Agreement, but also to all
subsequent loan modification agreements.



     This Loan Modification Agreement
is executed as of the date first written above.




	 	 	 
	
	
	
	


	
    
    BORROWER:

    	 	
    BANK:
	
	
	
	


	
    
    At ROAD, INC.

    	 	
    SILICON VALLEY BANK
	
    By: /s/ THOMAS C. HOSTER

    ----------------------------------------

    Name: Thomas C. Hoster

    Title:  CFO & SVP
    	 	
    By: /s/ RICHARD J. CERF

    ----------------------------------------

    Name: Richard Cerf

    Title:  SVP