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                                                                    EXHIBIT 10.5
                          Product Purchase Agreement
                                    Between
                                  @Road, Inc.
                                      And
                      Novatel Wireless Technologies, Inc.

This agreement is made by @Road, Inc. and Novatel Wireless Technologies, Inc.
and is effective as of April 1, 2000. The terms and conditions contained in this
Agreement shall govern the production, purchase, warranty and support of the
product mentioned below as "Product". In the event of any conflict between this
Agreement and the terms and conditions of an order, as defined below, this
Agreement shall govern. Novatel Wireless Technologies, Inc shall be referred as
Novatel and @Road, Inc. shall be referred as @Road.

1.0  Product

     1.1  Product supplied to @Road is Expedite CDPD 0.6- Watt radio modem. The
          unit includes the communications board, top and bottom shield covers
          and a 50-ohm RF connector for antenna connection.

     1.2  Novatel may, at its discretion, implement changes in the Product,
          modify the drawings and its specifications, or substitute a Product of
          more recent design; provided, however, that any such changes,
          modifications or substitutions, under normal and proper use shall not
          materially and adversely affect functional performance, form or fit of
          the product. Novatel agrees to provide @Road with 60 days written
          notice of such changes.

2.0  Pricing

     2.1  Novatel agrees to supply the Expedite CDPD modems, to @Road at a unit
          price of [*] during the entire term of this Agreement, which shall run
          from April 1, 2000 to June 30, 2001.

     2.2  The price is FOB Novatel's facility in Carlsbad, California. The price
          includes normal packing for domestic and international shipments. All
          duties, insurance, special packing costs and expenses, and all
          Federal, Provincial, State and local excise, sales, use and other
          similar taxes are for Customer's account and will appear as additional
          items on invoices.

     2.3  Novatel reserves the right to create additional FOB locations as
          additional contract manufactures are selected.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

* CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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3.0  Forecast, Purchase Order and Liability

     3.1  @Road has provided a 12-month rolling forecast to Novatel. This
          forecast will be updated at the beginning of each calendar month. The
          following changes to the quantity forecasts will be allowed:

          Time Line      Stocking agreement
          1 to 90 days   no variance
          91 to 150 days 50% variance

     3.2  @Road will issue purchase orders for the 90-day time frame with
          deliveries in increments of 500 units.

     3.3  Payments terms will be full payment made upon the delivery.

     3.4  If there is more than a 20% negative variance in the @Road forecast
          vs. the quarter to date numbers included in schedule B, @Road will be
          responsible for making payments of $30 per unit on the variance
          between the forecast and the actual consumption.

     3.5  If there is more than a 20% negative variance in Novatel's ability to
          ship vs. the quarter to date purchase orders, Novatel will be
          responsible for making payments of $30 per unit on the variance
          between the purchase orders and the actual shipments.

4.0  Warranty

     4.1  Warranties shall be defined in Schedule 'A'

     4.2  @Road will be responsible for sending units to Novatel's facility in
          Carlsbad if warranty repairs are required. If product is determined to
          be no fault found, @Road will be responsible for all freight costs to
          and from Carlsbad.

5.0  Miscellaneous

     5.1  This agreement cannot be assigned to a third party without the written
          consent of @Road and Novatel.

     5.2  All modems sold to @Road must be for internal consumption and cannot
          be resold on the market.

     5.3  @Road agrees to include the Novatel logo for @Road marketing
          materials. This will be defined jointly by the two marketing
          departments at a later date.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.

Novatel Wireless Technologies, Inc.          @Road, Inc.

/s/ Robert Corey                             /s/ Krish Panu
------------------------------               ---------------------
Robert Corey                                 Kris Panu
President and CEO                            President and CEO

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                         Schedule 'A'
                         ------------

1.   Novatel Wireless warrants for a period of 1 year from delivery at the FCA
     point that its Products are free from defects in material and workmanship,
     conform to Novatel Wireless specifications and that the software shall be
     free from errors which materially affect performance. THESE WARRANTIES ARE
     EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
     WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
     FOR A PARTICULAR PURPOSE. NOVATEL WIRELESS SHALL IN NO EVENT BE LIABLE FOR
     SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND OR
     NATURE DUE TO ANY CAUSE.

2.   Novatel Wireless' obligations are limited to correction of such failure, by
     implementation of the module swap warranty procedure whenever practicable
     and are conditioned upon the Product having been maintained in accordance
     with Novatel Wireless specifications and the Product not having been
     modified by any party other than Novatel Wireless except as expressly
     permitted in writing.

3.   The foregoing warranties do not extend to (i) nonconformity's, defects or
     errors in the Product due to accident, abuse, misuse or negligent use of
     the Product or use in other than a normal and customary manner,
     environmental conditions not conforming to Novatel Wireless'
     specifications, or failure to follow prescribed operating maintenance
     procedures, (ii) defects, errors or nonconformity's in the Product due to
     modifications, alterations, additions or Product changes not made or
     authorized to be made by Novatel Wireless, (iii) normal wear and tear, or
     (iv) damage caused by force of nature or act of any third party.

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                                   Schedule B

<TABLE>
<CAPTION>

Year            2000                                                    Year          2001

PERIOD          MONTH              QTY         TOTAL                   PERIOD        MONTH              QTY          TOTAL
------          -----              ---         -----                   ------        -----              ---          -----
<S>             <C>               <C>          <C>                     <C>           <C>                <C>           <C>
Q2 2000          Apr              5,000                                Q1 2001         Jan              5,000
                 May              5,000                                                Feb              5,000
                 Jun              6,000        16,000                                  Mar              5,000        15,000

Q3 2000          Jul              7,000                                Q2 2001         Apr              5,000
                 Aug              7,000                                                May              5,000
                 Sep              6,000        20,000                                  Jun              5,000        15,000

Q4 2000          Oct             10,000
                 Nov             10,000
                 Dec              5,000        25,000
                                                                       15 MONTH TOTAL                                91,000
</TABLE>

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