<PAGE>
                                                                     EXHIBIT 4.3

THIS WARRANT AND THE SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS
WARRANT (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE BLUE SKY LAW AND THE HOLDER OF
THIS WARRANT OR ANY WARRANT SHARES MAY NOT TRANSFER ANY BENEFICIAL INTEREST
THEREIN ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE ACT AND
APPLICABLE BLUE SKY LAWS.


                                     WARRANT

                              To Purchase Shares of
                                 Common Stock of
                                XATA CORPORATION


         THIS CERTIFIES THAT for good and valuable consideration,
________("Trident") or registered assigns is entitled to subscribe for and
purchase from XATA Corporation, a Minnesota corporation (the "Company"), at any
time after December 6, 2003, to and including December 6, 2008, subject to the
terms and conditions set forth herein, __________ fully paid and nonassessable
shares of the Common Stock of the Company at the price of $3.17 per share (the
"Warrant Exercise Price"), subject to Section 1 hereof and the other provisions
of this Warrant. The shares which may be acquired upon exercise of this Warrant
are referred to herein as the "Warrant Shares." As used herein the term "Holder"
means Trident, any party who acquires all or a part of this Warrant as a
registered transferee of Trident, or any record holder or holders of the Warrant
Shares issued upon exercise, whether in whole or in part, of the Warrant; and
the term "Common Stock" means and includes the Company's presently authorized
common stock, $.01 par value. This Warrant is being issued pursuant to the terms
of that certain Common Stock Warrant and Series B Preferred Stock Purchase
Agreement by and between the Company and Trident, dated December 6, 2003 (the
"Purchase Agreement").

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

         1. Exercise; Transferability.

         (a) The rights represented by this Warrant may be exercised for
purchase, in whole or in part (but not as to a fractional share), of Warrant
Shares by written notice of exercise (in the form attached hereto) delivered to
the Company at the principal office of the Company prior to the expiration of
this Warrant and accompanied or preceded by the surrender of this manually
signed Warrant along with a cashier's or certified check or wire transfer made
payable to the order of the Company in payment of the Warrant Exercise Price for
such shares.

         (b) In the alternative to exercise pursuant to Subsection 1(a), above,
if the Fair Market Value (as defined below) of one share of Common Stock of the
Company is greater than the Warrant Exercise Price (at the date of calculation
as set forth below), in lieu of exercising the rights represented by this
Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive
Warrant Shares equal to the value (as determined below) of this Warrant (or the
portion thereof being canceled) by surrender of this Warrant at the principal
office of the




<PAGE>

Company together with a notice of such election, in which event the Company
shall issue to the Holder hereof a number of Warrant Shares computed using the
following formula:

                      X =        Y (A-B)
                                 -------
                                    A

         Where        X =        the number of Warrant Shares to be issued to
                                 the Holder

                      Y =        the number of Warrant Shares purchasable
                                 under this Warrant, or if only a portion of
                                 this Warrant is being exercised, the portion of
                                 the Warrant being canceled (at the date of such
                                 calculation)

                      A =        the Fair Market Value of one share of Common
                                 Stock (at the date of such calculation)

                      B =        Warrant Exercise Price (as adjusted to the date
                                 of such calculation)

For purposes of the above calculation, Fair Market Value of one share of Common
Stock shall be determined as follows:

                  (i) If the Company's Common Stock is listed on any established
         stock exchange or a national market system, including without
         limitation the Nasdaq National Market System and the Nasdaq SmallCap
         Market System, the Fair Market Value of one share of Common Stock shall
         be the closing sales price for such stock (or the closing bid, if no
         sales were reported) as quoted on such system or exchange (or the
         exchange with the greatest volume of trading in the Common Stock) on
         the last market trading day prior to the day of calculation, as
         reporting in the Wall Street Journal or such other source as the Board
         of Directors of the Company deems reliable;

                  (ii) If the Company's Common Stock is regularly quoted by a
         recognized securities dealer but selling prices are not reported, the
         Fair Market Value of one share of Common Stock shall be the mean
         between the bid and asked prices for the Common Stock on the last
         market trading day prior to the day of calculation, as reported in the
         Wall Street Journal or such other source as the Board of Directors of
         the Company deems reliable;

                  (iii) In the absence of an established market for the
         Company's Common Stock, the Fair Market Value of one share of Common
         Stock shall be determined in good faith by the Board of Directors of
         the Company.

         (c) This Warrant may not be sold, transferred, assigned, hypothecated
or divided into two or more Warrants of smaller denominations, nor may any
Warrant Shares issued pursuant to exercise of this Warrant be transferred,
except as provided in Section 7 hereof.

         2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable



                                       2

<PAGE>

hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This
Warrant shall be promptly canceled by the Company upon the surrender hereof in
connection with any exchange or replacement. The Company shall pay all expenses,
taxes (other than stock transfer taxes), and other charges payable in connection
with the preparation, execution, and delivery of Warrants pursuant to this
Section 2.

         3. Issuance of the Warrant Shares.

         (a) The Company agrees that the shares of Common Stock purchased hereby
shall be and are deemed to be issued to the Holder as of the close of business
on the date on which this Warrant shall have been surrendered and the payment
made for such Warrant Shares as aforesaid. Certificates for the Warrant Shares
so purchased shall be delivered to the Holder within a reasonable time, not
exceeding five (5) business days after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the right to purchase the number of Warrant Shares, if any,
with respect to which this Warrant shall not then have been exercised shall also
be delivered to the Holder within such time.

         (b) Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable securities laws.
Nothing herein, however, shall obligate the Company to effect registrations
under federal or state securities laws. The Holder agrees to execute such
documents and make such representations, warranties, and agreements as may be
required solely to comply with the exemptions relied upon by the Company, or the
registrations made, for the issuance of the Warrant Shares.

         4. Covenants of the Company.

         (a) The Company covenants and agrees that all Warrant Shares will, upon
issuance, be duly authorized and issued, fully paid, nonassessable, and free
from all taxes, liens, and charges with respect to the issue thereof. The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved, free from preemptive rights, for the purpose
of issue or transfer upon exercise of the subscription rights evidenced by this
Warrant a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant. If at any time during the
period in which the Warrant may be exercised, the number of authorized but
unissued shares of Common Stock shall not be sufficient to permit exercise of
this Warrant, the Company will take such corporate action as may, in the opinion
of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes.



                                       3

<PAGE>

         (b) In the event the Holder is not also a holder of capital stock of
the Company, the Company shall provide the Holder with any information, notices
or such other correspondence that the Company's stockholders are entitled to
receive.

         5. Antidilution Adjustments. The provisions of this Warrant are subject
to adjustment as provided in this Section 5.

         (a) The Warrant Exercise Price and the number of Warrant Shares shall
be adjusted from time to time such that in case the Company shall hereafter: (i)
pay a dividend or make a distribution on its Common Stock in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, (iv) issue by reclassification of its Common Stock any
shares of capital stock of the Company, or (v) make any exchange of shares,
subdivisions, reorganizations, liquidations or the like. In such event, the
Warrant Exercise Price and the number of Warrant Shares shall be correspondingly
adjusted to give the Holder, on exercise for the same aggregate Exercise Price,
the total number, class, and kind of shares as the Holder would have owned had
the Warrant been exercised prior to the event and had the Holder continued to
hold such shares until after the event requiring adjustment. To effect such
adjustment, the Warrant Exercise Price in effect immediately prior to such event
shall (until adjusted again pursuant hereto) be adjusted immediately after such
event to a price (calculated to the nearest full cent) determined by dividing
(a) the total number of shares of Common Stock outstanding immediately prior to
such event, multiplied by the then existing Warrant Exercise Price, by (b) the
total number of shares of Common Stock outstanding immediately after such event,
and the resulting quotient shall be the adjusted Warrant Exercise Price per
share. An adjustment made pursuant to this Subsection shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a result of an adjustment
made pursuant to this Subsection, the Holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock or shares of Common Stock and other capital stock of
the Company, the Board of Directors (whose determination shall be conclusive)
shall determine the allocation of the adjusted Warrant Exercise Price between or
among shares of such classes of capital stock or shares of Common Stock and
other capital stock. All calculations under this Subsection shall be made to the
nearest cent or to the nearest 1/100 of a share, as the case may be. In the
event that at any time as a result of an adjustment made pursuant to this
Subsection, the holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive any shares of the Company other than shares of Common
Stock, thereafter the Warrant Exercise Price of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Section.

         (b) Adjustment of Exercise Price upon Sale of Shares Below Fair Market
Value.

                  (i) If at any time or from time to time after the date of
issuance of this Warrant (the "Issue Date"), the Company issues or sells, or is
deemed by the provisions of this Section 5(b) to have issued or sold, Equity
Securities (as defined below), other than as provided in Section 5(a) above, for
an Effective Price (as defined below) less than the then current Fair Market
Value (as defined below) of the Company's Common Stock, then and in each such
case,



                                       4



<PAGE>

the then existing Warrant Exercise Price shall be reduced, as of the opening of
business on the date of such issue or sale, to a price determined by multiplying
the Warrant Exercise Price in effect immediately prior to such issuance or sale
by a fraction equal to:

                           (A) the numerator of which shall be (A) the number of
shares of Common Stock deemed outstanding (as determined below) immediately
prior to such issue or sale, plus (B) the number of shares of Common Stock which
the Aggregate Consideration (as defined below) received or deemed received by
the Company for the total number of Additional Shares of Common Stock so issued
would purchase at the then-current Fair Market Value, and

                           (B) the denominator of which shall be the number of
shares of Common Stock deemed outstanding (as determined below) immediately
prior to such issue or sale plus the total number of Additional Shares of Common
Stock so issued.

For the purposes of the preceding sentence, the number of shares of Common Stock
deemed to be outstanding as of a given date shall be the sum of (A) the number
of shares of Common Stock outstanding, (B) the number of shares of Common Stock
into which the then outstanding shares of preferred stock could be converted if
fully converted on the day immediately preceding the given date, and (C) the
number of shares of Common Stock which are issuable upon the exercise or
conversion of all other rights, options and convertible securities outstanding
on the day immediately preceding the given date.

                           (C) For the purposes of this Section 6(F), the "Fair
Market Value" of the Company's Common Stock shall mean:

                                    (a) If the Company's Common Stock is traded
on a securities exchange (which shall include the Nasdaq National Market
System), the value shall be deemed to be the average of the closing prices of
the Common Stock on such exchange over the thirty (30) day period ending on the
date prior to the closing of the sale and issuance of the Additional Shares of
Common Stock;

                                    (b) If Company's Common Stock is traded
over-the-counter, the value shall be deemed to be the average of the closing bid
or sale prices (whichever are applicable) over the thirty (30) day period ending
on the date prior to the closing of the sale and issuance of the Additional
Shares of Common Stock; and

                                    (c) If there is no public market for the
Company's Common Stock, the value shall be the fair market value thereof, as
determined in good faith by the Board of Directors of the Company.

                  (ii) No adjustment shall be made to the Warrant Exercise Price
in an amount less than one cent per share. Any adjustment otherwise required by
this Section 5(b) that is not required to be made due to the preceding sentence
shall be included in any subsequent adjustment to the Warrant Exercise Price.

                  (iii) For the purpose of making any adjustment required under
this Section 5(b), the aggregate consideration received by the Company for any
issue or sale of securities (the "Aggregate Consideration") shall be defined as:
(A) to the extent it consists of



                                       5

<PAGE>

cash, be computed at the gross amount of cash received by the Company before
deduction of any underwriting or similar commissions, compensation or
concessions paid or allowed by the Company in connection with such issue or sale
and without deduction of any expenses payable by the Company, (B) to the extent
it consists of property other than cash, be computed at the fair value of that
property as determined in good faith by the Board, and (C) if Additional Shares
of Common Stock, Convertible Securities (as defined below) or rights or options
to purchase either Additional Shares of Common Stock or Convertible Securities
are issued or sold together with other stock or securities or other assets of
the Company for a consideration which covers both, be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                  (iv) For the purpose of the adjustment required under this
Section 5(b), if the Company issues or sells (x) Preferred Stock or other stock,
options, warrants, purchase rights or other securities convertible into,
Additional Shares of Common Stock (such convertible stock or securities being
herein referred to as "Convertible Securities") or (y) rights or options for the
purchase of Additional Shares of Common Stock or Convertible Securities and if
the Effective Price of such Additional Shares of Common Stock is less than
then-current Fair Market Value, in each case the Company shall be deemed to have
issued at the time of the issuance of such rights or options or Convertible
Securities the maximum number of Additional Shares of Common Stock issuable upon
exercise or conversion thereof and to have received as consideration for the
issuance of such shares an amount equal to the total amount of the
consideration, if any, received by the Company for the issuance of such rights
or options or Convertible Securities plus:

                           (A) in the case of such rights or options, the
minimum amounts of consideration, if any, payable to the Company upon the
exercise of such rights or options; and

                           (B) in the case of Convertible Securities, the
minimum amounts of consideration, if any, payable to the Company upon the
conversion thereof (other than by cancellation of liabilities or obligations
evidenced by such Convertible Securities); provided that if the minimum amounts
of such consideration cannot be ascertained, but are a function of antidilution
or similar protective clauses, the Company shall be deemed to have received the
minimum amounts of consideration without reference to such clauses.

                           (C) If the minimum amount of consideration payable to
the Company upon the exercise or conversion of rights, options or Convertible
Securities is reduced over time or on the occurrence or non-occurrence of
specified events other than by reason of antidilution adjustments, the Effective
Price shall be recalculated using the figure to which such minimum amount of
consideration is reduced; provided further, that if the minimum amount of
consideration payable to the Company upon the exercise or conversion of such
rights, options or Convertible Securities is subsequently increased, the
Effective Price shall be again recalculated using the increased minimum amount
of consideration payable to the Company upon the exercise or conversion of such
rights, options or Convertible Securities.

                           (D) No further adjustment of the Warrant Exercise
Price, as adjusted upon the issuance of such rights, options or Convertible
Securities, shall be made as a result of the actual issuance of Additional
Shares of Common Stock or the exercise of any such rights or options or the
conversion of any such Convertible Securities. If any such rights or options or
the



                                       6

<PAGE>
conversion privilege represented by any such Convertible Securities shall expire
without having been exercised, the Warrant Exercise Price as adjusted upon the
issuance of such rights, options or Convertible Securities shall be readjusted
to the Warrant Exercise Price which would have been in effect had an adjustment
been made on the basis that the only Additional Shares of Common Stock so issued
were the Additional Shares of Common Stock, if any, actually issued or sold on
the exercise of such rights or options or rights of conversion of such
Convertible Securities, and such Additional Shares of Common Stock, if any, were
issued or sold for the consideration actually received by the Company upon such
exercise, plus the consideration, if any, actually received by the Company for
the granting of all such rights or options, whether or not exercised, plus the
consideration received for issuing or selling the Convertible Securities
actually converted, plus the consideration, if any, actually received by the
Company (other than by cancellation of liabilities or obligations evidenced by
such Convertible Securities) on the conversion of such Convertible Securities,
provided that such readjustment shall not apply to prior conversions of
preferred stock.

                  (v) For the purpose of making any adjustment to the Warrant
Exercise Price required under this Section 5(b), "Additional Shares of Common
Stock" shall mean all shares of Common Stock issued by the Company or deemed to
be issued pursuant to this Section 5(b) (including shares of Common Stock
subsequently reacquired or retired by the Company), other than:

                           (A) shares of Common Stock issued upon conversion of
the Company's preferred stock;

                           (B) shares of Common Stock or Convertible Securities
issued to employees, officers or directors of, or consultants or advisors to the
Company or any subsidiary pursuant to stock purchase or stock option plans or
other arrangements that are approved by the Board provided that, (i) such
options were granted with an exercise price equal to or greater than the
then-current fair market value (as "fair market value" is defined in the
relevant plan) or (ii) such shares were issued pursuant to a IRC 423 plan with
an exercise price equal to or greater than 85% of the then-current fair market
value (as such "fair market value" is defined in the relevant plan);

                           (C) shares of Common Stock issued pursuant to the
exercise of Convertible Securities outstanding as of the Issue Date; and

                           (D) shares of Common Stock or Convertible Securities
issued for consideration other than cash pursuant to a merger, consolidation,
acquisition, strategic alliance or similar business combination approved by the
Board.

         References to Common Stock in the subsections of this clause (v) above
shall mean all shares of Common Stock issued by the Company or deemed to be
issued pursuant to this Section 5(b). The "Effective Price" of Additional Shares
of Common Stock shall mean the quotient determined by dividing the total number
of Additional Shares of Common Stock issued or sold, or deemed to have been
issued or sold by the Company under this Section 6(F), into the Aggregate
Consideration received, or deemed to have been received by the Company for such
issue under this Section 6(F), for such Additional Shares of Common Stock. In
the event that the number of shares of Additional Shares of Common Stock or the
Effective Price cannot be



                                       7

<PAGE>

ascertained at the time of issuance, such Additional Shares of Common Stock
shall be deemed issued immediately upon the occurrence of the first event that
makes such number of shares or the Effective Price, as applicable, determinable.

                  (vi) Notwithstanding anything to the contrary contained
herein, no adjustment under this Section 5(b) shall reduce the Warrant Exercise
Price below $2.54 (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like with respect to the Company's Common Stock after
the date hereof).

         (c) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) or 5(b) above, the Holder of each Warrant shall thereafter (until
another such adjustment) be entitled to purchase at the adjusted Warrant
Exercise Price the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares specified in such Warrant (as
adjusted as a result of all adjustments in the Warrant Exercise Price in effect
prior to such adjustment) by the Warrant Exercise Price in effect prior to such
adjustment and dividing the product so obtained by the adjusted Warrant Exercise
Price.

         (d) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
Subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he,
she or it would have owned or have been entitled to receive immediately after
such consolidation, merger, statutory exchange, sale, or conveyance had such
Warrant been converted immediately prior to the effective date of such
consolidation, merger, statutory exchange, sale, or conveyance and in any such
case, if necessary, appropriate adjustment shall be made in the application of
the provisions set forth in this Section with respect to the rights and
interests thereafter of any Holders of the Warrant, to the end that the
provisions set forth in this Section shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock
and other securities and property thereafter deliverable on the exercise of the
Warrant. The provisions of this Subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.

         (e) Upon any adjustment pursuant to this Section 5, the Company shall
give written notice thereof, addressed to the Holder as shown on the Common
Stock register 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 of Common Stock or other securities and/or property
purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

         6. No Voting Rights. This Warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.

         7. Registration Rights. The shares of Common Stock issuable upon
exercise of this Warrant shall be registered pursuant to Section 9 of the
Purchase Agreement, subject to any



                                       8

<PAGE>

limitations on the assignment of such registration rights as set forth in
Section 9.7 of the Purchase Agreement.

         8. Notice of Transfer of Warrant or Resale of the Warrant Shares.

         (a) The Holder, by acceptance hereof, agrees to give written notice to
the Company before transferring this Warrant or transferring any Warrant Shares
of such Holder's intention to do so, describing briefly the manner of any
proposed transfer. Promptly upon receiving such written notice, the Company
shall present copies thereof to the Company's counsel. If in the opinion of such
counsel the proposed transfer may be effected without registration or
qualification (under any federal or state securities laws), the Company, as
promptly as practicable, shall notify the Holder of such opinion, whereupon the
Holder shall be entitled to transfer this Warrant or to dispose of Warrant
Shares received upon the previous exercise of this Warrant, all in accordance
with the terms of the notice delivered by the Holder to the Company; provided
that an appropriate legend may be endorsed on this Warrant or the certificates
for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable in the opinion of counsel and satisfactory to the Company to
prevent further transfers which would be in violation of Section 5 of the
Securities Act of 1933, as amended (the "1933 Act") and applicable state
securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.

         (b) If in the opinion of counsel to the Company, the proposed transfer
or disposition of this Warrant or such Warrant Shares described in the written
notice given pursuant to this Section 7 may not be effected without registration
or qualification of the Warrant or such Warrant Shares, the Company shall
promptly give written notice thereof to the Holder, and the Holder will limit
its activities in respect to such as, in the opinion of both such counsel, are
permitted by law.

         (c) Notwithstanding the provisions of subsection (a) above, no such
restriction shall apply to a transfer by a Holder that is (A) a partnership
transferring to its partners or former partners in accordance with partnership
interests, (B) a corporation transferring to a wholly-owned subsidiary or a
parent corporation that owns all of the capital stock of the Holder, (C) a
limited liability company transferring to its members or former members in
accordance with their interest in the limited liability company or (D) an
affiliate of such Holder.

         9. Fractional Shares. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the Holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
excess, if any, of the Fair Market Value (as defined in Section 1(b) hereof) of
such fractional share over the proportional part of the Warrant Exercise Price
represented by such fractional share.

         10. Notices. All notices required in connection with this Warrant shall
be in writing and shall be deemed effectively given upon the earlier of actual
receipt of: (a) personal delivery to the party to be notified, (b) one business
day after the date of confirmed transmission by



                                       9

<PAGE>

facsimile, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) business day
after the business day of deposit with a nationally recognized overnight
courier, specifying next day delivery, freight prepaid, with written
notification of receipt, at the address or addresses furnished to the Company in
writing.

         11. Governing Law. This Warrant and all rights, obligations and
liabilities hereunder shall be governed by and construed in accordance with the
corporate laws of the State of Delaware and, with respect to matters of law
other than corporate law, the laws of the State of Delaware as applied to
contracts entered into and performed entirely in Delaware by Delaware residents,
without regard to conflicts of law principles.



                                       10

<PAGE>
         IN WITNESS WHEREOF, XATA Corporation has caused this Warrant to be
signed by its duly authorized officer and this Warrant to be dated as of
December 6, 2003.

                                  "Company"
                                  XATA CORPORATION

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


                                  ---------------------------------------------
                                  Print Name

                                  Its
                                     ------------------------------------------
                                       Print Title



                                       11

<PAGE>


To: XATA Corporation


NOTICE OF EXERCISE OF WARRANT

To Be Executed by the Registered Holder in Order to Exercise the Warrant

The undersigned hereby irrevocably elects to exercise the attached Warrant to
purchase [check applicable method] ____________ for cash/___________* pursuant
to the "cashless" exercise provisions of Section 1(b) of the Warrant,
____________ of the shares issuable upon the exercise of such Warrant, and
requests that certificates for such shares (together with a new Warrant to
purchase the number of shares, if any, remaining under this Warrant after
exercise) shall be issued in the name of:



                                          --------------------------------------
                                          (Print Name)
Please insert social security
or other identifying number
of registered holder of                   --------------------------------------
certificate (__________)                  (Address)


Date:
      ----------------                    --------------------------------------
                                          Signature**


*        If exercise is a "cashless" exercise pursuant to Section 1(b), enclose
         computation of shares purchased, date of determination of Fair Market
         Value, and computation of Fair Market Value.

**       The signature on the Notice of Exercise of Warrant must correspond to
         the name as written upon the face of the Warrant in every particular
         without alteration or enlargement or any change whatsoever. When
         signing on behalf of a corporations partnership, trust or other entity,
         PLEASE indicate your positions) and title(s) with such entity.



                                       12

<PAGE>


                                 ASSIGNMENT FORM



To be signed only upon authorized transfer of Warrants.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
the right to purchase the securities of XATA Corporation to which the
____________________ within Warrant relates and appoints __________________,
attorney, to transfer said ______________________ right on the books of XATA
Corporation with full power of substitution in the premises.


Dated:
       ----------------                  ---------------------------------------
                                         (Signature)

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

                                         ---------------------------------------
                                         (Address)



                                       13