XATA CORPORATION 10QSB - JUNE 30, 1998
EXHIBIT 10.10



                      FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Fourth Amendment") dated as of
August 12, 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, as amended by a Second
Amendment dated May 9, 1997, and as amended by a Third Amendment dated May 11,
1998 (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
Fourth 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 June
30, 1998 date referenced therein and replacing it with "November 30, 1998".

         2. Section 2.1 through 2.5 of the Agreement is hereby deleted in its
entirety.

         3. Section 8.2(b) of the Agreement is hereby amended by deleting the
first paragraph thereof and restating the same as follows:

         "Total Liabilities to Tangible Net Worth Ratio. Maintain a ratio of
         total liabilities to Tangible Net Worth of less than 1.75 to 1.0 on an
         ongoing basis."


         4. Section 8.2(d) of the agreement is hereby deleted and restated as
follows:

         "Tangible Net Worth. Maintain a Tangible Net Worth of at least
         $2,500,000 on an ongoing basis through and including September
         30,1998".

         5. 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 Fourth
                  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.

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

IN WITNESS WHEREOF, the Bank and Borrower have executed this Fourth 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
                                                     ---------------------------