<PAGE>


                                                                     EXHIBIT 4.4

                             RESTRICTION ON TRANSFER

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITY OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND ALL
APPLICABLE SECURITIES LAWS.


                           STOCK SUBSCRIPTION WARRANT
                                       FOR
                             SHARES OF COMMON STOCK
                                       OF
                                XATA CORPORATION


         In consideration of a payment of Fifty Dollars ($50.00) and other value
received, ___________, or its successors or assigns ("Investor"), is entitled to
subscribe for and purchase from XATA CORPORATION, a Minnesota corporation (the
"Company"), at the price specified below at any time from and after the date
hereof to and including December 7, 2010, ___________ (________) fully paid and
nonassessable shares of the Company's common stock (the "Shares") at the price
specified below (both the number of Shares subject to this warrant and the
warrant exercise price being subject to adjustment as noted below).

         The warrant purchase price payable by Investor upon the exercise of
this warrant (subject to adjustment as noted below) shall be $_____ per share
(the "Warrant Exercise Price").

         This warrant is subject to the following provisions, terms and
conditions:

         1. (a) The stock purchase rights represented by this warrant may be
exercised by Investor, in whole or in part, by written notice of exercise
delivered to the Company at least 20 days prior to the intended date of
exercise, the surrender of this warrant (properly endorsed if required) at the
principal office of the Company and the payment to the Company of the Warrant
Exercise Price for the Shares for which this warrant is being exercised by cash,
wire transfer, certified check or bank draft or through the cashless exercise
procedure described in section 1(b). The Shares so purchased shall be deemed to
be issued as of the close of business on the date on which this warrant has been
exercised by payment to the Company of the Warrant Exercise Price. Certificates
for the Shares so purchased, bearing the restrictive legend set forth at the
start of this warrant, shall be delivered to Investor within 15 days after the
stock purchase rights represented by this warrant have been so exercised, and,
unless this warrant has expired, a new warrant representing the number of
Shares, if any, with respect to which this warrant has not been exercised shall
also be delivered to Investor within such time. No fractional Shares shall be
issued upon the exercise of this warrant.

                  (b) (1) Provided the Company's common stock is then traded on
an exchange, quoted by NASDAQ or otherwise traded as described in section
1(b)(4), Investor shall


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have the right (the "Conversion Right") to require the Company to convert this
warrant or any portion thereof at any time prior to its expiration into Shares
as provided for in this section 1(b). Upon exercise of the Conversion Right, the
Company shall deliver to Investor (without payment by Investor of any cash
consideration) that number of Shares equal to the quotient obtained by dividing
(x) the value of that portion of this warrant being exercised at the time the
Conversion Right is exercised (determined by subtracting the aggregate Warrant
Exercise Price for the Shares for which this warrant is being exercised from the
aggregate Fair Market Value (as determined in section 1(b)(4)) for the Shares
for which this warrant is being exercised being exercised immediately prior to
the exercise of the Conversion Right) by (y) the Fair Market Value of one Share
immediately prior to the exercise of the Conversion Right.

                           (2) The Conversion Right may be exercised by
Investor, at any time or from time to time, prior to the expiration of this
warrant, on any business day, by delivering a written notice (the "Conversion
Notice") to the Company at the offices of the Company and specifying (i) the
total number of Shares Investor will purchase pursuant to such Conversion Right,
and (ii) a place, and a date not less than five nor more than 20 business days
from the date of the Conversion Notice, for the closing of such purchase.

                           (3) At any closing under section 1(b)(2), (i)
Investor will surrender this warrant to the Company, (ii) the Company will
deliver to Investor a certificate or certificates for the number of Shares
issuable upon such conversion, together with cash, in lieu of any fraction of a
Share, and (iii) the Company will deliver to Investor a new warrant representing
the number of Shares, if any, with respect to which this warrant has not been
exercised.

                           (4) "Fair Market Value" of a Share as of a particular
date (the "Determination Date") shall mean:

                                    (i) If the Company's common stock is traded
         on an exchange or is quoted on the National Association of Securities
         Dealers, Inc. Automated Quotation ("NASDAQ") National Market System or
         the Small Cap Market, the average closing or last sale prices,
         respectively, reported for the ten business days immediately preceding
         the Determination Date.

                                    (ii) If the Company's common stock is not
         traded on an exchange, the NASDAQ National Market System, or the Small
         Cap Market, but is traded in the over-the-counter market, the average
         of the closing bid and asked prices reported for the ten business days
         immediately preceding the Determination Date.

         2. All Shares that may be issued upon the exercise of the purchase
rights represented by this warrant shall, upon issuance, be duly authorized and
issued, fully paid and nonassessable shares. The Company further covenants and
agrees that during the period within which the purchase rights represented by
this warrant may be exercised, the Company will at all times have authorized,
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this warrant, a sufficient number of shares of
its common stock to provide for the exercise of the purchase rights represented
by this warrant.



                                       2


<PAGE>

         3. The Warrant Exercise Price shall be subject to adjustment from time
to time as hereinafter provided in this section 3.

                  (a) If the Company at any time divides the outstanding shares
of its common stock into a greater number of shares (whether pursuant to a stock
split, stock dividend or otherwise), and conversely, if the outstanding shares
of its common stock are combined into a smaller number of shares, the Warrant
Exercise Price in effect immediately prior to such division or combination shall
be proportionately adjusted to reflect the reduction or increase in the value of
each such common share.

                  (b) If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of the
Company's common stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for such common shares, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale, Investor
of this warrant shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this warrant and in lieu of the
Shares immediately theretofore purchasable and receivable upon the exercise of
the purchase rights represented by this warrant, such shares of stock, other
securities or assets as would have been issued or delivered to Investor if
Investor had exercised this warrant and had received Shares prior to such
reorganization, reclassification, consolidation, merger or sale. The Company
shall not effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume, by written instrument executed and mailed to the registered
owner of this warrant at the last address of such owner appearing on the books
of the Company, the obligation to deliver to such owner such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such owner
may be entitled to purchase.

                  (c) If the Company takes any other action, or if any other
event occurs, which does not come within the scope of the provisions of section
3(a) or 3(b), but which should result in an adjustment in the Warrant Exercise
Price and/or the number of shares subject to this warrant in order to fairly
protect the purchase rights of Investor under this warrant, an appropriate
adjustment in such purchase rights shall be made by the Company.

                  (d) Upon each adjustment of the Warrant Exercise Price,
Investor of this warrant shall thereafter be entitled to purchase, at the
Warrant Exercise Price resulting from such adjustment, the number of shares
obtained by multiplying the Warrant Exercise Price in effect immediately prior
to such adjustment by the number of Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof by the
Warrant Exercise Price resulting from such adjustment.

                  (f) Upon any adjustment of the Warrant Exercise Price, the
Company shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered holder of this warrant at the address of such holder
as shown on the books of the Company, which notice shall state the Warrant
Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of Shares purchasable at such price upon the exercise of this



                                       3

<PAGE>

warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

         4. This warrant shall not entitle Investor to any voting rights or
other rights as a shareholder of the Company.

         5. Investor, by acceptance hereof, agrees to give written notice to the
Company before transferring this warrant or transferring any Shares issuable or
issued upon the exercise of this warrant of Investor's intention to do so,
describing briefly the manner of any proposed transfer of this warrant or such
holder's intention as to the Shares issuable upon the exercise hereof or the
intended disposition to be made of such Shares upon such exercise. Promptly upon
receiving such written notice, the Company shall present copies thereof to
counsel for the Company. If, in the opinion of such counsel, the proposed
transfer of this warrant or disposition of Shares may be effected without
registration or qualification (under any federal or state law) of this warrant
or such Shares issuable or issued upon the exercise hereof, the Company, as
promptly as practicable, shall notify Investor of such opinion, whereupon
Investor shall be entitled to transfer this warrant, or to exercise this warrant
in accordance with its terms and dispose of the Shares received upon such
exercise or to dispose of Share received upon the previous exercise of this
warrant, all in accordance with the terms of the notice delivered by Investor to
the Company, provided that an appropriate legend in substantially the form set
forth at the start of this warrant respecting the foregoing restrictions on
transfer and disposition may be endorsed on this warrant or the certificates for
such Shares.

         6. Subject to the provisions of Section 5, this warrant and all rights
hereunder are transferable, in whole or in part, at the principal office of the
Company by Investor in person or by duly authorized attorney, upon surrender of
this warrant properly endorsed to any person or entity who represents in writing
that such person or entity is acquiring this warrant for investment and without
any view to the sale or other distribution thereof. Each holder of this warrant,
by taking or holding the same, consents and agrees that the bearer of this
warrant, when endorsed, may be treated by the Company and all other persons
dealing with this warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the purchase rights represented by this warrant,
or to the transfer hereof on the books of the Company, any notice to the
contrary notwithstanding; but until such transfer on such books, the Company may
treat the registered owner of this warrant as the owner for all purposes.

         7. Neither this warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

         8. Any Shares purchased by Investor upon the exercise of this warrant
shall be entitled to exercise piggyback registration rights on any sale by the
Company or its shareholders of shares of the Company's common stock pursuant to
a registration statement filed by the Company with the Securities & Exchange
Commission pursuant to the U.S. Securities Act of 1933, subject to reduction in
or exclusion from participation based on (i) advice of the managing underwriter
that the inclusion of the Investor's shares in the amount requested will
adversely affect the distribution by the Company or the initiating shareholder
or (ii) registration rights granted to any other holder of the Company's
securities. The Investors shall not be entitled to



                                       4

<PAGE>

exercise piggyback rights with respect to any sale of shares which could be made
without registration pursuant to Rule 144(k) under the Securities Act of 1933.

         IN WITNESS WHEREOF, the Company has caused this warrant to be signed
and delivered by a duly authorized officer as of the ____ day of December, 2003.

                                              XATA CORPORATION.



                                              By
                                                 -------------------------------



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<PAGE>


                                WARRANT EXERCISE

                  (To be signed only upon exercise of warrant)


         The undersigned hereby irrevocably elects to exercise the purchase
right represented by the foregoing warrant for, and to purchase thereunder,
__________ shares of common stock of XATA CORPORATION to which such warrant
relates and herewith makes payment of $________ therefor in cash or by check and
requests that the certificates for such shares be issued in the name of, and be
delivered to ____________________, whose address is set forth below the
signature of the undersigned.

Dated:
       ------------
                                             -----------------------------------

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

                                             -----------------------------------
                                             (Name and Address of Transferee)



                                       6


<PAGE>


                               WARRANT ASSIGNMENT

                  (To be signed only upon transfer of warrant)


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________ the purchase right represented by the foregoing warrant to
purchase the shares of Common Stock of XATA CORPORATION to which such warrant
relates and appoints ___________________ attorney to transfer such purchase
right on the books of XATA CORPORATION, with full power of substitution in the
premises.

Dated:
       ------------
                                             -----------------------------------

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

                                             -----------------------------------
                                             (Name and Address of Transferee)



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