XATA CORPORATION 10QSB - MARCH 31, 1998
EXHIBIT 10.9



                       THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Third Amendment") dated as of May
11, 1998 is between Norwest Bank Minnesota, National Association (the "Bank")
and XATA Corporation (the "Borrower").

BACKGROUND

The Borrower and the Bank entered into a Credit Agreement dated June 20, 1995 as
amended by a First Amendment on November 3, 1995 and as amended by a Second
Amendment dated May 9, 1997 (as amended the "Agreement") pursuant to which the
Bank provided to the Borrower a conditional revolving line of credit (the
"Line"). The Line is currently evidenced by a promissory note dated May 9, 1997
(the "May 1997 Revolving Note").

The Borrower has now requested that the Bank extend the maturity date of the
Line. The Bank is willing to grant this request subject to the terms of this
Third Amendment.

In consideration of the above premises, the Bank and the Borrower agree as
follows:

         1. Section 1.2 of the Agreement is hereby amended by deleting the March
31, 1998 date referenced therein and replacing it with "June 30, 1998".

         2. Section 2.2 of the Agreement is hereby amended by deleting the March
31, 1998 date referenced therein and replacing it with "June 30, 1998".

         3. Exhibit B of the Agreement is hereby amended by adding the following
under the section titled "Security Documents":

                  Collateral Pledge Agreement. A Collateral Pledge Agreement
                  signed by the Borrower granting the Bank a first lien security
                  interest in the Borrower's accounts. The Borrower will execute
                  a financing statement and all other documents sufficient to
                  perfect the security interest granted to the Bank.

         4. The Borrower hereby represents and warrants to the Bank as follows:

                  A. The Agreement remains in full force and effect.

                  B. The execution, delivery and performance of this Third
                  Amendment are within its corporate powers, have been duly
                  authorized and are not in contravention of law or the terms of
                  the Borrower's articles of incorporation or by-laws, or of any
                  undertaking to which the Borrower is a part or by which it is
                  bound.


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                  C. The resolutions set forth in the corporate certificate of
                  authority dated October 20, 1995 and delivered by the Borrower
                  to the Bank have not been amended or rescinded, and remain in
                  full force and effect.

         5. Except as modified by this Third Amendment, the Agreement remains
unchanged and in full force and effect.

IN WITNESS WHEREOF, the Bank and Borrower have executed this Third Amendment as
of the date and year first above written.

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION                             XATA CORPORATION



By: /s/ Tod Jelinski                             By:  /s/ Dennis R. Johnson
    -----------------------------                   ----------------------------
     Tod Jelinski, Vice President
                                                 Its: President & CEO
                                                     ---------------------------


                                                 By: /s/ Robert M. Featherstone
                                                     ---------------------------
                                                 Its:  CFO
                                                     ---------------------------