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                                                                   EXHIBIT 10.31


                                XATA CORPORATION
                       DIRECTOR INDEMNIFICATION AGREEMENT

         This Indemnification Agreement ("AGREEMENT") is entered into as of the
8th day of December, 2003 by and between XATA CORPORATION, a Minnesota
corporation (the "COMPANY") and the director of the Company identified on the
signature page hereto (the "DIRECTOR"; collectively with such Director's
Affiliated Persons, as defined below, the "INDEMNITEES").

                                    RECITALS

         A. The Company and Director recognize the continued difficulty in
obtaining liability insurance for its directors, officers, employees,
controlling persons, fiduciaries and other agents and affiliates, the
significant increases in the cost of such insurance and the general reductions
in the coverage of such insurance.

         B. The Company and Director further recognize the substantial increase
in corporate litigation in general, subjecting directors, officers, employees,
controlling persons, fiduciaries and other agents and affiliates to expensive
litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited.

         C. The current protection available to directors, officers, employees,
controlling persons, fiduciaries and other agents and affiliates of the Company
may not be adequate under the present circumstances, and directors, officers,
employees, controlling persons, fiduciaries and other agents and affiliates of
the Company (or persons who may be alleged or deemed to be the same), including
the Indemnitees, may not be willing to continue to serve or be associated with
the Company in such capacities without additional protection.

         D. The Company (i) desires to attract and retain the involvement of
highly qualified persons, such as Indemnitees, to serve and be associated with
the Company, and (ii) accordingly, wishes to provide for the indemnification and
advancement of expenses to the Director and the Indemnitees to the maximum
extent permitted by law.

         NOW, THEREFORE, the Company and the Director hereby agree as follows:

                  1. Indemnification.

                           (a) Indemnification of Expenses. The Company shall
indemnify and hold harmless the Director and all of the Director's Affiliated
Persons (as defined below) to the fullest extent permitted by law if any such
Indemnitee was or is or becomes a party to or witness or other participant in,
or is threatened to be made a party to or witness or other participant in, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, inquiry or investigation that such
Indemnitee in good faith believes might lead to the institution of any such
action, suit, proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other (hereinafter a "Claim")
by reason of (or arising in part out of) any event or occurrence related to the
fact that Indemnitee is or was (or is alleged to be or to have been) a director,
officer, employee, controlling person, fiduciary or other agent or affiliate of
the Company, or any subsidiary of the Company, or is or was (or is


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alleged to be or to have been) serving at the request of the Company as a
director, officer, employee, controlling person, fiduciary or other agent or
affiliate of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of such
Indemnitee while serving (or allegedly serving) in such capacity, including,
without limitation, under the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or any other federal or state statutory law or regulation, at
common law or otherwise, which relate directly or indirectly (i) to the
registration, purchase, sale or ownership of any securities of the Company, (ii)
to any fiduciary obligation owed with respect to the Company and its
stockholders or (iii) to any Securities Claim (as defined herein) (hereinafter
an "Indemnification Event"), in any such case against any and all losses,
claims, damages, expenses and liabilities, joint or several (including
attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation) related to any such Claim, judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld) of
any such Claim and any federal, state, local or foreign taxes imposed on
Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (any and all of the foregoing being referred to hereafter as
"Expenses"), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses. Such payment of
Expenses shall be made by the Company as soon as practicable but in any event no
later than ten (10) days after written demand by the Indemnitee therefor is
presented to the Company.

                           (b) Reviewing Party. Notwithstanding the foregoing,
(i) the obligations of the Company under Section 1(a) shall be subject to the
condition that the Reviewing Party (as defined in Section 10(f) hereof) shall
not have determined (in a written opinion, in any case in which the Independent
Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee
would not be permitted to be indemnified under applicable law, and (ii) the
obligation of the Company to make an advance payment of Expenses to Indemnitee
pursuant to Section 2(a) (an "Expense Advance") shall be subject to the
condition that, if, when and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby
agrees to reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee should be indemnified under applicable law, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and Indemnitee shall not
be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). Indemnitees' obligation to
reimburse the Company for any Expense Advance shall be unsecured and no interest
shall be charged thereon. If there has not been a Change in Control (as defined
in Section 10(d) hereof), the Reviewing Party shall be selected by the Board of
Directors with the approval of the Indemnitee (which approval shall not be
unreasonably withheld), and if there has been such a Change in Control (other
than a Change in Control (i) which has been approved by a majority of the
Company's Board of Directors prior to such Change in Control and (ii) following
which a majority of the Board of Directors of the Company is comprised of
directors who were directors of the Company immediately prior to the Change in
Control), the Reviewing Party shall be the Independent Legal Counsel referred to
in Section 10(e) hereof subject to the approval of the Indemnitee (which
approval shall not be unreasonably withheld). If there has been no determination
by the Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence litigation seeking
an initial determination by the court or challenging any such determination by
the Reviewing Party or any



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aspect thereof, including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Indemnitee.


                           (c) Contribution. If the indemnification provided for
in Section 1(a) above for any reason is held by a court of competent
jurisdiction to be unavailable to an Indemnitee in respect of any losses,
claims, damages, expenses or liabilities referred to therein, then the Company,
in lieu of indemnifying such Indemnitee thereunder, shall contribute to the
amount paid or payable by such Indemnitee as a result of such losses, claims,
damages, expenses or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Indemnitees, or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company and the Indemnitee in connection with the action or inaction which
resulted in such losses, claims, damages, expenses or liabilities, as well as
any other relevant equitable considerations. In connection with the registration
of the Company's securities, the relative benefits received by the Company and
any Indemnitee shall be deemed to be in the same respective proportions that the
net proceeds from the offering (before deducting expenses) received by the
Company and the Indemnitee, in each case as set forth in the table on the cover
page of the applicable prospectus, bear to the aggregate public offering price
of the securities so offered. The relative fault of the Company and any
Indemnitee shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Indemnitee and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

                           The Company and each Indemnitee agree that it would
not be just and equitable if contribution pursuant to this Section 1(c) were
determined by pro rata or per capita allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. In connection with the registration
of the Company's securities, in no event shall an Indemnitee be required to
contribute any amount under this Section 1(c) in excess of the lesser of (i)
that proportion of the total of such losses, claims, damages or liabilities
indemnified against equal to the proportion of the total securities sold under
such registration statement which is being sold by such Indemnitee or (ii) the
net proceeds received by such Indemnitee from its sale of securities under such
registration statement. No person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such fraudulent
misrepresentation.

                           (d) Survival Regardless of Investigation. The
indemnification and contribution provided for in this Section 1 will remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnitees or any officer, director, employee, agent or controlling person
of the Indemnitees.


                           (e) Change in Control. The Company agrees that if
there is a Change in Control (as defined below) of the Company (other than a
Change in Control which has been approved by a majority of the Company's Board
of Directors who were directors immediately prior to such Change in Control)
then, with respect to all matters thereafter arising concerning the rights of
any Indemnitee to



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payments of Expenses under this Agreement or any other agreement or under the
Company's Articles of Incorporation or Bylaws as now or hereafter in effect,
Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected
by the Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitees as to whether and to what extent
Indemnitees would be permitted to be indemnified under applicable law. The
Company agrees to abide by such opinion and to pay the reasonable fees of the
Independent Legal Counsel referred to above and to fully indemnify such counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.

                           (f) Mandatory Payment of Expenses. Notwithstanding
any other provision of this Agreement other than Section 8 hereof, to the extent
that an Indemnitee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in the defense
of any action, suit, proceeding, inquiry or investigation referred to in Section
(1)(a) hereof or in the defense of any claim, issue or matter therein, such
Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee
in connection therewith.

                  2. Expenses; Indemnification Procedure.

                           (a) Advancement of Expenses. The Company shall
advance all Expenses incurred by any Indemnitee. The advances to be made
hereunder shall be paid by the Company to the Indemnitee as soon as practicable
but in any event no later than ten (10) days after written demand by such
Indemnitee therefor to the Company.

                           (b) Notice/Cooperation by Indemnitees. Each
Indemnitee shall, as a condition precedent to Indemnitee's right to be
indemnified under this Agreement, give the Company notice in writing as soon as
practicable of any Claim made against Indemnitee for which indemnification will
or could be sought under this Agreement. In addition, each Indemnitee shall give
the Company such information and cooperation as it may reasonably require and as
shall be within Indemnitee's power.

                           (c) No Presumptions; Burden of Proof. For purposes of
this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that any
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law. In addition, neither the failure of the Reviewing
Party to have made a determination as to whether an Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that the Indemnitee has not met such
standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Indemnitee to secure a judicial determination that the
Indemnitee should be indemnified under applicable law, shall be a defense to the
Indemnitee's claim or create a presumption that the Indemnitee has not met any
particular standard of conduct or did not have any particular belief. In
connection with any determination by the Reviewing Party or otherwise as to
whether the Indemnitee is



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entitled to be indemnified hereunder, the burden of proof shall be on the
Company to establish that the Indemnitee is not so entitled.

                           (d) Notice to Insurers. If, at the time of the
receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof,
the Company has liability insurance in effect which may cover such Claim, the
Company shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of each Indemnitee, all amounts payable as a
result of such action, suit, proceeding, inquiry or investigation in accordance
with the terms of such policies.

                           (e) Selection of Counsel. In the event the Company
shall be obligated hereunder to pay the Expenses of any Claim, the Company shall
be entitled to assume the defense of such Claim, with counsel approved by the
applicable Indemnitee, which approval shall not be unreasonably withheld, upon
the delivery to such Indemnitee of written notice of its election to do so.
After delivery of such notice, approval of such counsel by the Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to
such Indemnitee under this Agreement for any fees of counsel subsequently
incurred by such Indemnitee with respect to the same Claim; provided that, (i)
the Indemnitee shall have the right to employ such Indemnitee's counsel in any
such Claim at the Indemnitee's expense and (ii) if (A) the employment of counsel
by the Indemnitee has been previously authorized by the Company, (B) such
Indemnitee shall have reasonably concluded that there is a conflict of interest
between the Company and such Indemnitee in the conduct of any such defense, or
(C) the Company shall not continue to retain such counsel to defend such Claim,
then the fees and expenses of the Indemnitee's counsel shall be at the expense
of the Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim, action
or proceeding against any Indemnitee without the consent of such Indemnitee,
provided such settlement includes a full release of the Indemnitee by the
claimant from all liabilities or potential liabilities under such claim.

                  3. Additional Indemnification Rights; Nonexclusivity.

                           (a) Scope. The Company hereby agrees to indemnify
each Indemnitee to the fullest extent permitted by law, notwithstanding that
such indemnification may not be specifically authorized by the other provisions
of this Agreement, the Company's Articles of Incorporation, the Company's Bylaws
or by statute. In the event of any change after the date of this Agreement in
any applicable law, statute or rule which expands the right of a Minnesota
corporation to indemnify a member of its Board of Directors or an officer,
employee, controlling person, agent or fiduciary, it is the intent of the
parties hereto that each Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Minnesota corporation to
indemnify a member of its Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder except as set forth
in Section 8(a) hereof.



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                           (b) Nonexclusivity. The indemnification provided by
this Agreement shall be in addition to any rights to which any Indemnitee may be
entitled under the Company's Articles of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the general
corporation law of the State of Minnesota, or otherwise. The indemnification
provided under this Agreement shall continue as to each Indemnitee for any
action such Indemnitee took or did not take while serving in an indemnified
capacity even though the Indemnitee may have ceased to serve in such capacity.

                  4. No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against any Indemnitee to the extent such Indemnitee has otherwise actually
received payment (under any insurance policy, Articles of Incorporation, Bylaw
or otherwise) of the amounts otherwise indemnifiable hereunder.

                  5. Partial Indemnification. If any Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for any
portion of Expenses incurred in connection with any Claim, but not, however, for
all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which such Indemnitee is
entitled.

                  6. Mutual Acknowledgment. The Company and each Indemnitee
acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Company from indemnifying its directors, officers, employees,
controlling persons, fiduciaries or other agents or affiliates under this
Agreement or otherwise. Each Indemnitee understands and acknowledges that the
Company has undertaken or may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of indemnification to
a court in certain circumstances for a determination of the Company's rights
under public policy to indemnify the Indemnitees.

                  7. Liability Insurance. To the extent the Company maintains
liability insurance applicable to directors, officers, employees, control
persons, fiduciaries or other agents and affiliates, each Indemnitee shall be
covered by such policies in such a manner as to provide to the Indemnitee the
same rights and benefits as are accorded to the most favorably insured of the
Company's directors, if such Indemnitee is a director, or of the Company's
officers, if such Indemnitee is not a director of the Company but is an officer;
or of the Company's key employees, controlling persons, fiduciaries or other
agents or affiliates, if such Indemnitee is not an officer or director but is a
key employee, control person, fiduciary, agent or affiliate.

                  8. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of the
this Agreement:



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                           (a) Excluded Action or Omissions. To indemnify any
Indemnitee for any intentional malfeasance by the Indemnitee or any act
undertaken by the Indemnitee where the Indemnitee did not in good faith
believing the Indemnitee was acting in the best interests of the Company, or for
any other acts, omissions or transactions from which the Indemnitee may not be
relieved of liability under applicable law;

                           (b) Claims Initiated by Indemnitee. To indemnify or
advance expenses to any Indemnitee with respect to Claims initiated or brought
voluntarily by such Indemnitee and not by way of defense, except (i) with
respect to actions or proceedings to establish or enforce a right to indemnify
under this Agreement or any other agreement or insurance policy or under the
Company's Articles of Incorporation or Bylaws now or hereafter in effect
relating to Claims for Indemnification Events, (ii) in specific cases if the
Board of Directors has approved the initiation or bringing of such Claim, or
(iii) as otherwise required under Section 302A.521 of the Minnesota Business
Corporations Act, regardless of whether such Indemnitee ultimately is determined
to be entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be;

                           (c) Lack of Good Faith. To indemnify any Indemnitee
for any expenses incurred by such Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material assertions made by
the Indemnitee in such proceeding was not made in good faith or was frivolous;

                           (d) Claims under Purchase Agreement. To indemnify any
Indemnitee for breaches of representations, warranties or obligations of the
Indemnitees made under Section 2.1 and Section 5 of that certain Common Stock
Warrant and Series B Preferred Stock Purchase Agreement dated December 6, 2003
(the "Purchase Agreement") or for breaches of any obligations of the Indemnitees
under Sections 9.2, 9.3, 9.4, 9.5 and 9.6 of the Purchase Agreement;

                           (e) Willful Misconduct. To indemnify any Indemnitee
for any losses that are finally judicially determined to have resulted primarily
from the willful misconduct of the Indemnitee in which the Indemnitee did not in
good faith believe he or she was acting in the best interests of the Company; or

                           (f) Claims Under Section 16(b). To indemnify any
Indemnitee for expenses and the payment of profits arising from the purchase and
sale by such Indemnitee of securities in violation of Section 16(b) of the
Exchange Act or any similar successor statute.

                  9. Period of Limitations. No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
any Indemnitee, such Indemnitee's estate, spouse, heirs, executors or personal
or legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the Company
shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided,



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however, that if any shorter period of limitations is otherwise applicable to
any such cause of action, such shorter period shall govern.

                  10. Construction of Certain Phrases.

                           (a) For the purposes of this Agreement, an
"Affiliated Person" of an Indemnitee shall include any director, officer,
employee, controlling person (within the meaning of Section 15 of the Securities
Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934,
as amended), agent or fiduciary of the Indemnitee, any stockholder of the
Company for whom Indemnitee serves as a director, officer, employee, controlling
person, agent or fiduciary, and any partnership, corporation, limited liability
company, association, joint stock company, trust or joint venture controlling,
controlled by or under common control with such a stockholder. For these
purposes, "control" means the possession, directly or indirectly, of the power
to direct management and policies of a person or entity, whether through the
ownership of voting securities, contract or otherwise.

                           (b) For purposes of this Agreement, references to the
"Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify is directors, officers, employees,
agents, fiduciaries and other Affiliated Persons, so that if Indemnitee is or
was a director, officer, employee, agent, control person, fiduciary or an
Affiliated Person of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee,
control person, agent or fiduciary or another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, such Indemnitee shall
stand in the same position under the provisions of this Agreement with respect
to the resulting or surviving corporation as such Indemnitee would have with
respect to such constituent corporation if its separate existence had continued.

                           (c) For purposes of this Agreement, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on any Indemnitee with respect to an
employee benefit plan; and references to "serving at the request of the Company"
shall include any service as a director, office, employee, agent or fiduciary of
the Company which imposes duties on, or involves services by, such director,
officer, employee, agent, fiduciary or other Affiliated Person with respect to
an employee benefit plan, its participants or its beneficiaries; and if any
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan, such Indemnitee shall be deemed to have acted in a manner
"not opposed to the best interests of the Company" as referred to in this
Agreement.

                           (d) For purposes of this Agreement a "Change in
Control" shall be deemed to have occurred if (i) any "person" (as such term in
used in Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, (A) who is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 20% or more of the combined voting



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power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the Company
representing more than 30% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 60% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.

                           (e) For purposes of this Agreement, "Independent
Legal Counsel" shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 1(b) hereof, who shall not have
otherwise performed services for the Company or any Indemnitee within the last
three years (other than with respect to matters concerning the right of any
Indemnitee under this Agreement, or of other indemnitees under similar indemnity
agreements).

                           (f) For purposes of this Agreement, a "Reviewing
Party" shall mean any appropriate person or body consisting of a member or
members of the Company's Board of Directors or any other person or body
appointed by the Board of Directors who is not a party to the particular Claim
for which an Indemnitee is seeking indemnification, or Independent Legal
Counsel.

                           (g) For purposes of this Agreement, "Voting
Securities" shall mean any securities of the Company that vote generally in the
election of directors.

                           (h) For purpose of this Agreement, "Securities Claim"
means any Claim related to Indemnitees' actions or omissions (or alleged actions
or omissions) in connection with the purchase of warrants to purchase Common
Stock and the purchase of Series B Preferred Stock under the Purchase Agreement
or in connection with any other securities issuance by the Company.

                  11. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original.

                  12. Binding Effect; Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company (and the Company
may assign its rights and



                                      -9-
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obligations in connection with any such transaction without the consent of any
Indemnitee), spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial
part, of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to each Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. This
Agreement shall continue in effect with respect to Claims relating to
Indemnification Events regardless of whether any Indemnitee continues to serve
as a director, officer, employee, agent, controlling person, or fiduciary of the
Company or of any other enterprise at the Company's request.

                  13. Attorneys' Fees. In the event that any action is
instituted by an Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the
terms hereof or thereof, any Indemnitee shall be entitled to be paid all
Expenses incurred by such Indemnitee with respect to such action, regardless of
whether such Indemnitee is ultimately successful in such action, and shall be
entitled to the advancement of Expenses with respect to such action, unless, as
a part of such action, a court of competent jurisdiction over such action
determines that each of the material assertions made by such Indemnitee as a
basis for such action was not made in good faith or was frivolous. In the event
of an action instituted by or in the name of the Company under this Agreement to
enforce or interpret any of the terms of this Agreement, the Indemnitee shall be
entitled to be paid all Expenses incurred by such Indemnitee in defense of such
action (including Expenses incurred with respect to Indemnitee counterclaims and
cross-claims made in such action), and shall be entitled to the advancement of
Expenses with respect to such action, unless, as a part of such action, a court
having jurisdiction over such action determines that each of such Indemnitee's
material defenses to such action was made in bad faith or was frivolous.

                  14. Notice. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective upon the earlier
of receipt or (a) five (5) days after deposit with the U.S. Postal Service or
other applicable postal service, if delivered by first class mail, postage
prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the
business day of deposit with Federal Express or similar overnight courier,
freight prepaid, or (d) one business day after the day of delivery by facsimile
transmission, if deliverable by facsimile transmission, with copy by first class
mail, postage prepaid, and shall be addressed if to an Indemnitee at the
Indemnitee's address as set forth beneath the Indemnitee's signature to this
Agreement, and if to the Company at the address of its principal corporate
offices (attention: Chief Executive Officer) or at such other address as such
party may designate by ten days' advance written notice to the other party
hereto.

                  15. Consent to Jurisdiction. The Company and each Indemnitee
each hereby irrevocably consent to the jurisdiction of the courts of the State
of Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which
shall be the exclusive and only proper forum for adjudicating such a claim.



                                      -10-
<PAGE>

                  16. Severability. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law. Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitations, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

                  17. Choice of Law. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Delaware residents, entered into and
to be performed entirely within the State of Delaware, without regard to the
conflict of laws principles thereof.

                  18. Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of each Indemnitee, who shall execute all documents required
and shall do all acts that may be necessary to secure such rights and to enable
the Company effectively to bring suite to enforce such rights.

                  19. Third Party Beneficiaries. Each Indemnitee is an intended
third party beneficiary of this Agreement.

                  20. Amendment and Termination. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by all parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.

                  21. Integration and Entire Agreement. This Agreement sets
forth the entire understanding between the parties hereto and supersedes and
merges all previous written and oral negotiations, commitments, understandings
and agreements relating to the subject matter hereof between the parties hereto.

                  22. No Construction as Employment Agreement. Nothing contained
in this Agreement shall be construed as giving any Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries.



                                      -11-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


COMPANY                                 XATA CORPORATION
                                        a Minnesota corporation


                                        By: /s/ Craig S. Fawcett
                                            ------------------------------------
                                            Craig S. Fawcett
                                            Chief Executive Officer

                                        Address: 151 E. Cliff Road, Suite 10
                                                 Burnsville, MN 55337


DIRECTOR                                Christopher P. Marshall


                                           /s/ Christopher P. Marshall
                                        ----------------------------------------

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


COMPANY                                 XATA CORPORATION
                                        a Minnesota corporation


                                        By: /s/ Craig S. Fawcett
                                            ------------------------------------
                                            Craig S. Fawcett
                                            Chief Executive Officer

                                        Address: 151 E. Cliff Road, Suite 10
                                                 Burnsville, MN 55337

DIRECTOR                                Robert C. McCormack, Jr.


                                            /s/ Robert C. McCormack, Jr.
                                        ----------------------------------------