<PAGE>

                                                                    EXHIBIT 10.3

                                Product License
                                      And
                                 Collaboration
                                   Agreement


                                    Between

                               Intel Corporation

                                      And

                                  @Road, Inc.

                               January 28, 2000


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







<PAGE>

                               Table of Contents


<TABLE>
<CAPTION>
Section                                                              Page
-------------------------------------------------------------------------
<S>                                                                  <C>
 1.  Definitions....................................................... 3
 2.  Responsibilities of the Parties................................... 3
 3.  License Grants and Terms.......................................... 4
 4.  Ownership......................................................... 5
 5.  Compensation...................................................... 6
 6.  Maintenance and Support Obligations............................... 7
 7.  Warranties........................................................ 7
 8.  Indemnification................................................... 8
 9.  Term and Termination.............................................. 9
10.  Confidentiality and Non-Disclosure................................10
11.  General Provisions................................................10
</TABLE>

Exhibits

Exhibit "A" - @ROAD Products and Specifications

Exhibit "B" - Marketing Collaboration

Exhibit "C" - RESERVED

Exhibit "D" - RESERVED

Exhibit "E" - Certificate of Originality

                                                                          Page 2
<PAGE>

This agreement (hereinafter referred to as the or this "Agreement") is entered
this 28 day of January, 2000 (hereinafter referred to as the "Effective Date"),
by and between INTEL Corporation, a Delaware corporation having a place of
business at 5000 W. Chandler Blvd, Chandler, Arizona 85226 ("hereinafter
referred to as "INTEL") and @Road, Inc., a California company with a principal
place of business at 47370 Fremont Boulevard, Fremont, CA 94538 (hereinafter
referred to as "@ROAD").  INTEL and @ROAD may be referred to herein in the
singular or plural as a Party or the Parties.

1.   DEFINITIONS

1.1  "Documentation" means manuals and other written materials supplied to INTEL
     by @ROAD, in any medium, relating maintenance, installation, operation, or
     training of the @ROAD Products which @ROAD supplies to customers in the
     normal course of business.

1.2  "INTEL Products" means all hardware and Software products design and
     manufactured by or for INTEL based upon the @ROAD Hardware Design or @ROAD
     Software, including derivatives created pursuant to this Agreement, and
     marketed, sold, distributed, licensed, or otherwise transferred by INTEL in
     the normal course of business for automotive applications.

1.3  "@ROAD Hardware" means the GPS chip set defined in Exhibit A, and future
     semiconductor component or components used by @ROAD in it's products which
     offer the same or similar functionality to the extent that @ROAD has the
     right to grant INTEL the rights set forth herein.

1.4  "@ROAD Hardware Design" means the design for the @ROAD Hardware described
     in the Manufacturing Package.

1.5  "@ROAD Products" means the @ROAD Software and @Road Hardware.

1.6  "@ROAD Software" means all Software, including all Updates and
     Enhancements, in Object Code and Source Code formats, necessary to operate
     the @ROAD Hardware, and all future software from @ROAD which offer the same
     or similar functionality.

1.7  "Manufacturing Package" means the manufacturing documentation for the @ROAD
     Hardware provided by @ROAD to Intel pursuant to Section 2.2 below, as
     identified in Exhibit A attached hereto, including revisions to other
     manufacturing documentation ("Engineering Change Order" or "ECO") made by
     @ROAD.

1.8  "Object Code" means computer-programming code in machine-readable and
     machine-executable form.

1.9  "Software" means computer-programming code in Object Code and Source Code
     formats.

1.10 "Source Code" means computer-programming code in human-readable form and
     related design documentation, including all comments, build tools,
     libraries, and any procedural code.

1.11 "Updates and Enhancements" means all modifications, improvements, or
     additions to @ROAD Software that corrects the @ROAD Software or enhances
     the @ROAD Software's functionality, and new releases of such product made
     available by @ROAD to at least two other third parties in Object Code and
     Source Code formats.

2.   Responsibilities of the Parties

2.1  @ROAD will support reasonable customization and engineering support
     requests by INTEL and INTEL's customers at least as well as it supports
     such requests from its other customers. Prior to undertaking such
     customization or engineering activity, @ROAD and INTEL will agree in
     writing upon the terms under which such activity will be conducted and the
     non-recurring engineering charges to be paid by INTEL for such activity as
     an amendment to this Agreement. As a

                                                                          Page 3
<PAGE>

          minimum, @ROAD agrees that all Intellectual property developed by
          @ROAD under contract and the medium of expression thereof will, at
          INTEL's option and sole discretion, be owned by INTEL or licensed to
          INTEL under terms no less restrictive than the terms of this
          Agreement.

2.2       @ROAD will deliver to Intel the Manufacturing Package and @ROAD
          Software in a format or formats reasonably satisfactory to INTEL not
          less than 90 calendar days from the Effective Date.

2.3       @ROAD will deliver with @ROAD Software and any and all Updates and
          Enhancements thereof with a Certificate of Originality in the format
          set forth in Exhibit E for each version of @ROAD Software and/or each
          Update and Enhancement. Failure by @ROAD to deliver Certificates of
          Originality shall be deemed for purposes of warranties set forth in
          Section 7.5 that such Licensed Product is delivered free of any third-
          party software or content.

2.4       If @ROAD makes any pre-production release of the @ROAD Products, the
          Manufacturing Package, including any Update and Enhancement to @ROAD
          Software or modifications or engineering change orders the
          Manufacturing Package, it will deliver such alpha or beta version or
          pre-production release to INTEL within a reasonable time following
          internal release, but in no event later than delivered by @ROAD to any
          other customer.

2.5       Direct communication between INTEL's and @ROAD's technical
          representatives will be ongoing during the term of this Agreement.
          However, communication with INTEL's technical representatives may be
          limited at INTEL's sole discretion. Terms and conditions regarding
          support for a technical information or assistance may be specified
          under a separate written agreement between INTEL and @ROAD. Nothing
          herein shall be construed as obligating INTEL to provide a particular
          level of support to @ROAD.

2.6       INTEL and @ROAD will engage in the collaborative marketing activities
          set forth in Exhibit B.

2.7       INTEL will make available to @ROAD INTEL Products which INTEL sells to
          two or more third parties at prices as favorable to @ROAD as paid by
          other similarly situation customers, timing, volume, and
          specifications considered.

3.        LICENSE GRANTS AND TERMS

3.1       License Grants
          --------------

3.1.1     Subject to the terms and conditions of this Agreement. @ROAD grants to
          INTEL a worldwide, non-exclusive, perpetual, irrevocable (unless
          terminated in accordance with Section 9.2 (b) of this Agreement),
          royalty-free license, with rights to sublicense pursuant to Section
          3.2.2. under copyrights, trade secrets and any other intellectual
          property rights in the Manufacturing Package and @ROAD Software to
          use, copy, have copied, create derivatives of the Manufacturing
          Package and/or @ROAD Software, without limitation.

3.1.2     Subject to the terms and conditions of this Agreement, @ROAD grants to
          INTEL a worldwide, non-exclusive, perpetual, irrevocable (unless
          terminated in accordance with Section 9.2(b) of this Agreement),
          royalty-free license, with rights to sublicense pursuant to Section
          3.2.2, under any or all @ROAD copyrights, trade secrets, patents, and
          any other Intellectual property rights in the @ROAD Software to use,
          copy, have copied, import, distribute, perform or display or otherwise
          transfer @ROAD Software, and/or any derivative or modification thereof
          created by Intel, it's employees, contractors, agents, or
          representatives pursuant to the license grant in Section 3.1.1 of this
          Agreement, in Object Code format, for, with, or as part of Intel
          Products without limitation.

3.1.3     Subject to the terms and conditions of this Agreement, @ROAD grants to
          INTEL a worldwide, non-exclusive, perpetual, irrevocable (unless
          terminated in accordance with Section 9.2 (b) of this Agreement),
          royalty-bearing license, with rights to sublicense pursuant to Section
          3.2.2, under any or all @ROAD copyrights, trade secrets, patents and
          any other intellectual property right in the

                                                                          Page 4
<PAGE>

          @ROAD Hardware to use, make, have made, sell, offer to sell, import,
          distribute, perform or display or otherwise transfer Intel Products,
          alone or in combination with other products, without limitation.

3.1.4     Subject to the terms and conditions of this Agreement, @ROAD grants
          to INTEL a worldwide, non-exclusive, perpetual (unless terminated in
          accordance with Section 9.2 (b) of this Agreement) royalty-free
          license, with rights to sublicense pursuant to 3.2.2, under copyrights
          in the Documentation which @ROAD owns or has authority to grant
          licenses of the scope set forth herein to copy, have copied, create
          derivatives of, modify, distribute, perform, or display the
          Documentation and copies and derivatives thereof, in whole or in part,
          without limitation.

3.2       General License Terms
          ---------------------

3.2.1     @ROAD waives on its behalf and on behalf of its subcontractors,
          vendors, contractors, suppliers, and consultants any and all moral
          rights in the Manufacturing Package and Documentation.

3.2.2     INTEL may sublicense its rights under Section 3.1.1, 3.1.3 and 3.1.4
          above to contractors performing services on behalf INTEL and under
          Section 3.1.2 to customers under terms no less restrictive or
          enforceable than set forth herein.

3.2.3     Notwithstanding any other provision hereof and without limiting the
          obligations of contractors with respect to confidentiality under
          Section 3.2.2. INTEL's access to the Manufacturing Package and
          Documentation shall not create any obligation on the part of INTEL to
          limit or restrict the assignment of its employees or contractors.
          Nothing in this Agreement shall be construed as preventing employees
          of INTEL or contractors for INTEL who have had access to Manufacturing
          Package and/or Documentation from drawing upon or using any skills,
          knowledge, talent or experience of a general nature acquired in the
          course of working with the Manufacturing Package and/or Documentation.
          This Agreement does not preclude INTEL from evaluating, acquiring from
          third parties not a party to this Agreement, or independently
          developing, marketing similar technologies or products, or making and
          entering into similar arrangements with other companies.

3.2.4     Except as expressly set forth herein, neither Party grants or conveys
          any right, title, or interest in intellectual property, whether
          express, implied, statutory or by estoppel.

4.        OWNERSHIP

4.1       Subject to the licenses granted to INTEL pursuant to this Agreement,
          and except as set forth in Section 2.4 above, @ROAD or @ROAD's
          suppliers shall have exclusive right, title, and interest in all
          intellectual property, including, without limitation, patents,
          copyrights, trade secrets and other types or forms of Intellectual
          property, in @ROAD Products developed, authored, or created by @ROAD
          or @ROAD's employees, suppliers, contractors, agents, or
          representatives.

4.2       INTEL or its suppliers shall have exclusive right, title, and interest
          in all intellectual property, including, without limitation, patents,
          copyrights, trade secrets and other types or forms of Intellectual
          property, in and to derivatives of the @ROAD Products developed,
          authored, or created by INTEL or INTEL's employees, suppliers,
          contractors, agents, or representatives.

4.3       @ROAD and INTEL will jointly own, without rights of accounting, any
          intellectual property, including, without limitation, patents,
          copyrights, trade secrets and other types or forms of Intellectual
          property, in derivatives of the @ROAD Products authored, created, or
          reduced to practice with the subsequent participation of both parties,
          their employees, suppliers, contractors, agents, or representatives.

                                                                          Page 5
<PAGE>

5.   COMPENSATION

5.1  INTEL will reimburse @ROAD's costs of transferring the Manufacturing
     Package and @ROAD Software to INTEL under this Agreement up to a maximum of
     one hundred thousand dollars ($100,000) US. Payment will be made via
     certified check or wire transfer within 45 calendar days following the
     close of Intel manufacturing quarter in which transfer of the Manufacturing
     Package and @ROAD Software occurs.

5.2  INTEL and @ROAD agree that INTEL will pay to @ROAD a royalty for each unit
     of Intel Product sold, distributed or otherwise transferred by INTEL in an
     amount not-to-exceed [*] US to be negotiated within forty-five (45)
     calendar days following the Effective Date. If the Parties are unable in
     good faith to negotiate a royalty amount, the royalty for each unit of
     INTEL Product sold, distributed, or otherwise transferred by INTEL will be
     the not-to-exceed amount set forth above.

5.3  INTEL will make payment of the royalty described in Section 5.2 within
     forty-five (45) calendar days following close of the INTEL manufacturing
     quarter in which the INTEL Product is sold, distributed, licensed, or
     otherwise transferred by INTEL.

5.4  For the avoidance of doubt, INTEL Products and Updates and Enhancements
     distributed, licensed or otherwise transferred by INTEL free of charge for
     promotional or design-in activities, including for use internal to INTEL,
     and alpha, beta, prototype, customer evaluation, and demonstration versions
     of INTEL Products and Updates and Enhancements, are exempt from any royalty
     fees.

5.5  INTEL will submit to @ROAD quarterly, within forth-five days following the
     close of each INTEL manufacturing quarter, a royalty report identifying the
     quantity of INTEL Products sold, distributed, or otherwise transferred by
     INTEL for revenue during the INTEL manufacturing quarter, together with a
     certified check or wire transfer representing royalties, if any, owed by
     INTEL in connection therewith.

5.6  All reports and royalty payments, whether prepaid or recurring, will be
     sent by INTEL to @ROAD as follows:

          Reports/Certified Check            Wire Transfer Instructions

          @ROAD, Inc.                        To be provided by @ROAD
          47370 Fremont Boulevard
          Fremont, CA, 94538

          Attention: Office of Controller

5.7  INTEL will keep data containing data reasonably required for verification
     of the royalty fees to be paid. If @ROAD reasonably believe that INTEL's
     payments are inaccurate, @ROAD, at @ROAD's own expense, may select an
     independent auditor (agreeable to INTEL) to audit the relevant INTEL
     records relating to the number of copies distributed by INTEL solely at
     INTEL premises and only during normal INTEL business hours. Such auditor
     shall be required to execute an appropriate non-disclosure agreement as a
     condition to access to INTEL data and will be permitted to report to @ROAD
     only the number of units of @ROAD Hardware actually distributed, and the
     amount due and payable to @ROAD. @ROAD will hold such information in
     confidence for INTEL and will not disclose such information to any third
     party without the prior written consent of INTEL. Audits will occur not
     more than once each twelve (12) calendar month period, and will be limited
     in scope to the period since the previous audit, if any, or a period of the
     twelve (12) calendar months prior to the audit, whichever is shorter. @ROAD
     shall bear the cost

* CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.


                                                                          Page 6
<PAGE>

     of such audits. If such audit discloses an underpayment, INTEL shall
     promptly pay the underpayment to @ROAD.

5.8  All payments shall be made free and clear without deduction for any and all
     present and future taxes imposed by any taxing authority. In the event that
     @ROAD is prohibited by law from making such payments unless such deductions
     are made or withheld therefrom, then @ROAD shall pay such additional
     amounts as are necessary in order that the net amounts received by INTEL,
     after such deduction or withholding, equal the amounts which would have
     been received if such deduction or withholding had not occurred. @ROAD
     shall promptly furnish INTEL with a copy of an official tax receipt or
     other appropriate evidence of any taxes imposed on payments made under this
     Agreement, including taxes on any additional amounts paid. In cases other
     than taxes referred to above, including but not limited to sales and use
     taxes, stamp taxes, value added taxes, property taxes and other taxes or
     duties imposed by any taxing authority on or with respect to this
     Agreement, the costs of such taxes or duties shall be borne by @ROAD. In
     the event that such taxes or duties are legally imposed initially on INTEL
     or INTEL is later assessed by any taxing authority, then INTEL will be
     promptly reimbursed by @ROAD for such taxes or duties plus any interest and
     penalties suffered by INTEL.

5.9  Except as specifically set forth in this Section 5. or unless otherwise
     agreed by the Parties in writing, INTEL will owe @ROAD no royalty or other
     compensation for performance by either Party of this Agreement, including,
     without limitation, the exercise by INTEL of the license grants set forth
     in Section 3 this Agreement.

6.   MAINTENANCE AND SUPPORT OBLIGATION

6.1  @ROAD will assign a technical manager to ensure timely and effective
     communication of support and maintenance issues with INTEL.  As a minimum,
     such technical contact will be available @ROAD's normal business hours to
     receive and act upon INTEL's maintenance and support requests.

6.2  @ROAD will immediately notify INTEL of any bugs, errors, or errata in @ROAD
     Products and/or errors in Manufacturing Package as they become known or
     suspected. Without limiting the foregoing, @ROAD will give INTEL written
     notification of bugs, errors, or errata in the @ROAD Products and/or
     Manufacturing Package, with preliminary analysis of the bug, error, or
     errata within five (5) calendar days, including, without limitation the
     nature of the bug, error, or errata, any patches or work arounds, and the
     expected corrective action date. @ROAD will give INTEL regular (not less
     than weekly) written updates on status of failure analysis and corrective
     action and final written report when failure analysis is complete and
     corrective action is implemented.

6.3  @ROAD will deliver to Intel Updates and Enhancements within a reasonable
     time following internal release, but in no event later than the earlier of
     ten (10) calendar days following internal release or delivery by @ROAD to
     any other customer or licensee.

6.4  @ROAD will deliver to Intel engineering changes, corrections, or revisions
     to the Manufacturing Package not later than internal release to it's
     internal or external manufacturing lines.


7.   WARRANTIES

7.1  Each Party warrants and represents to the other that it has all authority
     to enter into this Agreement and to perform the obligations hereunder.

7.2  @ROAD warrants and represents that it has all right, title, and interest
     and/or license rights in the @Road Products necessary to grant the licenses
     set forth herein and has not taken any action or suffered any action to be
     taken with respect to the @ROAD Products which would restrict or affect the
     rights of INTEL and its sublicensees hereunder.

                                                                          Page 7
<PAGE>

7.3  @ROAD warrants and represents that no third party has any ownership right
     in, title to, or lien on any Intellectual property in the Manufacturing
     Package and/or @ROAD Products licensed under this Agreement to the best of
     its knowledge and belief.

7.4  @ROAD warrants and represents that the Manufacturing Package contains all
     information and know-how used by @ROAD or its foundries to manufacture of
     the @ROAD Products.  Furthermore, @ROAD warrants and represents that the
     Manufacturing Package contains all documentation necessary for a person
     reasonably skilled in the design and manufacture of semiconductor component
     or system products to manufacture @ROAD Products which conforms with the
     Documentation.

7.5  @ROAD warrants and represents that the information contained in any
     Certificate of Originality, delivered by @ROAD in the form set forth in
     Exhibit E hereto is current, accurate, and complete as of the Effective
     Date to the best of its information and belief. Furthermore, @ROAD warrants
     and represents that it has used best efforts to verify that the information
     set forth in Exhibit E is current, accurate, and complete as of the
     Effective Date.

7.6  @ROAD warrants and represents that @ROAD Software (including firmware) is
     free of any harmful code, defined for purposes of this Agreement as any
     computer code, programming instruction, or set of instructions which have
     been designed with the ability to damage, interfere with, or otherwise
     adversely affect computer programs, data files, or hardware, without the
     consent or intent of the computer user, including without limitation, self-
     replicating and self-propagating programming instructions commonly referred
     to as viruses and worms.

7.7  @ROAD warrants and represents that the license and other terms set forth in
     this Agreement are no less favorable than those offered by @ROAD to any
     other individual, company, or other entity.  INTEL will be entitled to
     audit @Roads relevant books and records to verify compliance with this
     warranty.

7.8  EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES,
     EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE @ROAD PRODUCTS, THE
     MANUFACTURING PACKAGE, INCLUDING ANY UPDATES AND ENHANCEMENTS, THE
     DOCUMENTATION, OR ANY OTHER SOFTWARE OR INFORMATION, OTHER THAN THOSE
     EXPRESSLY SET FORTH IN THIS SECTION 7, AND EACH PARTY EXPRESSLY DISCLAIMS
     ANY SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.   INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1  @ROAD will defend, indemnify INTEL and hold INTEL harmless from and against
     any and all loss, cost, liability and expense (including attorney's fees)
     arising in any way from any claim made or threatened against INTEL relating
     to the @ROAD Products, the Manufacturing Package, or Documentation.
     Licensee's duties under this Section 8 extend to any matters arising out of
     any claim made or threatened that Manufacturing Package, or Documentation
     or Intel Products made or have made Intel in accordance with the
     Manufacturing Package or Documentation infringe any copyright, patent,
     trade secret or other intellectual property right.

8.2  INTEL agrees to promptly notify @ROAD of any such claim made or threatened
     and will provide information, assistance, and cooperation in defending the
     suit or proceeding (at @ROAD's expense). INTEL agrees to allow @ROAD the
     opportunity to control the defense or settlement of any suit or proceeding
     provided @ROAD permits INTEL to participate in the defense or settlement
     thereof at Intel's expense.

8.3  If INTEL Products made or have made by or on behalf of Intel in accordance
     with the Manufacturing Package or Documentation, or any portion thereof, is
     found to infringe the

                                                                          Page 8
<PAGE>

     intellectual property rights of any third party and its use is enjoined,
     @ROAD will, at INTEL's option and at @ROAD's expense use best efforts to
     procure for INTEL a license or right to continue to exercise INTEL's
     license rights with respect to Intel Products, and if no license is
     available or if INTEL determines that a license is not available on
     commercially reasonable terms, INTEL may terminate this Agreement without
     prejudice to any other right either Party may have under this Agreement.

8.4  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
     SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND,
     INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR INTERRUPTION
     OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL
     LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER
     OF AMOUNTS PAID BY INTEL AS ROYALTIES PURSUANT TO SECTION 5 OF THIS
     AGREEMENT OR FIVE MILLION DOLLARS ($5,000,000) U.S. THESE LIMITATIONS SHALL
     APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
     REMEDY HEREUNDER.

9.   TERM AND TERMINATION

9.1  Term
     ----

     This Agreement will be effective for an initial term of five (5) years from
     the Effective Date and will automatically renew for successive one year
     terms unless either Party provides written notice of non-renewal not less
     than one hundred and eighty (180) calendar days before expiration of the
     initial term or any subsequent renewal term.

9.2  Termination:
     ------------

     (a)  INTEL may terminate this contract for its convenience at any time upon
          sixty (60) calendar days written notice.

     (b)  Either Party shall have the right to terminate this Agreement should
          the other Party materially default in the performance of any of its
          obligations if, within thirty (30) days after written notice, the
          defaulting Party has failed to cure the default.

9.3  Effect of Termination
     ---------------------

     (a)  Except as expressly set forth below, Sections 3, 4, 5, 7, 8, 9, 10, 11
          of this Agreement will survive expiration or earlier termination of
          this Agreement.

     (b)  Notwithstanding the foregoing, the licenses set forth in Section 3
          will terminate if Intel elects to terminate this Agreement for its
          convenience pursuant to Section 9.2(a) above.

     (c)  Furthermore, in the event of termination of this Agreement for
          material breach by INTEL in accordance with Section 9.2(b) above, and
          except as set forth herein, @ROAD may revoke the license grants set
          forth in Section 3 above. Notwithstanding anything in this Section
          9.3(c) to the contrary, INTEL may continue to distribute the Intel
          Products in inventory, with @ROAD Software or INTEL derivatives
          thereof, until its inventory of Intel Products is depleted, or until
          all customer orders received by INTEL before written notice of
          termination. Furthermore, INTEL may continue to use, copy and create
          derivatives of the Manufacturing Package in source code format for
          customer support purposes and may compile and distribute derivatives
          of the @ROAD Software in object code format as necessary to correct
          bugs in @ROAD Software distributed to customers pursuant to this
          Agreement. Revocation shall not affect the rights of INTEL customers
          under valid sublicenses executed prior to termination of this
          Agreement.

                                                                          Page 9
<PAGE>

10.  PUBLICITY

10.1 The Parties hereto shall keep the terms of this Agreement confidential and
     shall not now or hereafter divulge these terms to any third party except:

     (a) with the prior written consent of the other Party; or

     (b) to any governmental body having jurisdiction to call therefor; or

     (c) subject to (d) below, as otherwise may be required by law or legal
         process, including to legal and financial advisors in their capacity of
         advising a party in such matters; or

     (d) during the course of litigation so long as the disclosure of such terms
         and conditions are restricted in the same manner as is the confidential
         information of other litigating parties and so long as (a) the
         restrictions are embodied in a court-entered Protective Order and (b)
         the disclosing Party informs the other Party in writing in advance of
         the disclosure; or

     (e) in confidence to legal counsel, accountants, banks and financing
         sources and their advisors solely in connection with complying with
         financial transactions.

10.2 It may become necessary during the course of this Agreement for one Party
     to disclose to the other information which the disclosing Party considers
     confidential ("Confidential Information").  Disclosure of such Confidential
     Information shall be governed by the terms of Corporate Non-Disclosure
     Agreement number 3383441, dated September 4, 1999. Notwithstanding the
     foregoing, @ROAD acknowledges that INTEL may from time to time require
     @ROAD to execute a more restrictive form of non-disclosure agreement or as
     a precondition to receipt of selected INTEL confidential information.

11.  GENERAL PROVISIONS

11.1 INTEL and @ROAD are independent contractors. Nothing in this Agreement will
     be construed to make INTEL and @ROAD partners or joint venturers, or to
     make INTEL and @ROAD liable for the obligations, acts, or activities of the
     other.

11.3 Any change, modification or waiver to this Agreement must be in writing and
     signed by an authorized representative of each Party.

11.4 All notices and requests required or made under this Agreement must be in
     writing and will be deemed given if personally delivered or by courier,
     overnight delivery service or 48 hours after mailing as postage prepaid,
     certified or registered mail to the addresses listed on the cover page to
     this Agreement or to such other address as may be noticed as follows:

                                                                         Page 10
<PAGE>

       INTEL:                         @ROAD:

       INTEL Corporation              @ROAD, Inc.
       5000 West Chandler Blvd.       47370 Fremont Boulevard
       Chandler, AZ 85226             Fremont, CA, 94538
       Attn.: Contract Management     Attn.: Office of the President
       M/S: CH6-404

       With copies to:                With copies to:

       INTEL Corporation              Venture Law Group
       2200 Mission College Blvd.     2800 Sand Hill Road
       Santa Clara, CA 95052-8119     Menlo Park, CA 94025
       Attn.: General Counsel         Attn.: Tae Hea Nahm


11.5   Neither Party may assign this Agreement or any portion of this Agreement
       to any other Party without the other's prior written consent: provided,
                                                                     --------
       however, that 1) INTEL will have the right to assign and/or delegate it's
       -------
       rights, obligations, and privileges hereunder to it's subsidiaries and
       affiliates: and 2) @ROAD will have the right to assign this Agreement and
       its rights, obligations and privileges hereunder to a merger partner,
       successor in business or acquiror of all or substantially all of @ROAD's
       business or assets without obtaining any consent to such assignment from
       INTEL. This Agreement will be binding on the Parties, their assignees, or
       successors in interest.

11.6   In the event of a conflict between the terms of this Agreement and the
       following Exhibits, which are incorporated herein by reference, the terms
       and conditions of this Agreement will prevail:

          Exhibit "A" - @ROAD Products and Specifications
          Exhibit "B" - Marketing Collaboration
          Exhibit "C"-  RESERVED
          Exhibit "D" - RESERVED
          Exhibit "E" - Certificate of Originality

11.7   Regardless of which of us may have drafted this Agreement, no rule of
       strict construction shall be applied against either Party. If any
       provision of this Agreement is determined by a court to be unenforceable,
       we will deem the provision to be modified to the extent necessary to
       allow it to be enforced to the extent permitted by law, or if it cannot
       be modified, the provision will be severed and deleted from this
       Agreement, and the remainder of the Agreement will continue in effect.

11.8   The laws of the State of California, excluding its choice of law
       provisions shall govern any claim by either Party arising under this
       Agreement.

11.9   This Agreement is intended to be the entire agreement of the Parties with
       respect to matters contained herein, and supercedes all prior or
       contemporaneous agreements and negotiations, written or oral, with
       respect to those matters. Furthermore, this Agreement supercedes the
       terms of any license distributed by @ROAD with the @ROAD Software,
       provided that, Intel may, in its sole discretion, exercise any right set
       forth in such license which is more favorable than rights granted INTEL
       under this Agreement.

11.10  The Parties agree to cooperate to execute any subsequent document or
       documents reasonably necessary to carry out the intent of this
       Agreement.

11.11  No waiver of any breach or default shall constitute a waiver of any
       subsequent breach or default.

                                                                         Page 11
<PAGE>

11.12  This Agreement may be executed in two (2) or more counterparts, all of
       which, taken together, shall be regarded as one and the same instrument.

AGREED:

INTEL CORPORATION                       @ROAD, INC.

/s/ Michael Iannitti Jr.                /s/ Krish Panu
-------------------------               -----------------------------
Signature                               Signature

Michael Iannitti Jr.                    Krish Panu
-------------------------               -----------------------------
Printed Name                            Printed Name

Director - Icco                         Chairman and CEO
-------------------------               -----------------------------
Title                                   Title

1-31-00                                 2-3-00
-------------------------               -----------------------------
Date                                    Date
<PAGE>

                                  EXHIBIT "A"
                       @ROAD Products and Specifications

A.
B.

C.
D.

E.

          NOTE:  In addition to the foregoing descriptions and specifications,
                 @ROAD specification sheets in effect at the time of this
                 Agreement or thereafter modified for the @ROAD Products are
                 hereby incorporated into this Exhibit A by reference.

                                                                         Page 13
<PAGE>

                                  EXHIBIT "B"

                            MARKETING COLLABORATION

@ROAD and INTEL will cooperatively participate in marketing activities related
to promotion of @ROAD Products and Intel Products as follows:

1.   @ROAD and Intel will meet regularly to discuss cooperative marketing
     strategies for mutually agreed target segments ("Target Segments"). Such
     meetings would review overall industry and market trends, product
     requirements for Target Segments and any changes thereto, specific customer
     requirements when appropriate, co-advertisements, joint press releases, web
     communications and other media communications related to the optimized
     @ROAD Products with both INTEL and @ROAD named, and other topics of mutual
     benefit.

2.   The parties will use reasonable efforts to engage in cooperative marketing
     activity, including without limitation:
     (a)  joint participation at trade shows, industry conferences, seminars and
          associated hospitality suites:

     (b)  participation by Intel in @ROAD sales force and technical training
          sessions;

     (c)  participation by @ROAD in INTEL sales force and technical training
          sessions:

     (d)  membership in mutually agreed industry initiatives; and

     (e)  joint visits to mutually agreed customers, subject to any third party
          confidentiality obligations, to review product requirements as well as
          advocating the combination of @ROAD Products and INTEL Products as
          complete solutions.

3.   The parties will provide internet links between their respective Web sites
     as mutually agreed.

4.   @ROAD and INTEL will exercise their respective reasonable efforts to
     reference sell one another's products through their respective direct and
     indirect sales channels for appropriate sales opportunities in the Target
     Segments. The parties agree to share sales leads as appropriate, subject to
     any confidentiality obligations with third parties. This provision is not
     intended to limit the right or ability of either party to reference sell
     the products of other third parties.

5.   INTEL and @ROAD will discuss other mutually agreeable promotional
     activities (e.g., announcements, advertisements, web-based communications)
     as appropriate.

6.   Each party will be responsible for its own expenses related to such
     cooperative marketing activities, unless otherwise agreed in writing.

                                                                         Page 14
<PAGE>

                                  EXHIBIT "C"

                                   RESERVED

                                                                         Page 15
<PAGE>

                                  EXHIBIT "D"

                                   RESERVED

                                                                         Page 16
<PAGE>

                                  EXHIBIT "E"
                          CERTIFICATE OF ORIGINALITY
  [To be completed by @ROAD for each @ROAD Software module before delivery to
                                    Intel]

This questionnaire must be completed for the @ROAD Software for INTEL,

One questionnaire can cover one complete product, even if that product includes
multiple modules. However, a separate questionnaire must be completed for the
code and another for its related documentation (if any).

Please do not leave any questions blank. Write "not applicable" or "N/A" if a
question is not relevant to the furnished software material.

1.   Name of the software material (provide complete identification, including
     version, release and modification numbers for programs and documentation):

     ___________________________________________________________________________
     ___________________________________________________________________________
     ___________________________________________________________________________

2.   Was the software material or any portion thereof written by any party other
     than @ROAD or @ROAD's employees working within their job assignment?

          Yes ________  No _________

          If yes, provide the following information:

     (a)  Indicate if the whole software material or only a portion thereof was
          written by such party, and identify such portion:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (b)  Specify for each involved party:

          (i)    Name:

                 _______________________________________________________________

          (ii)   @ROAD:

                 _______________________________________________________________

          (iii)  Address:

                 _______________________________________________________________
                 _______________________________________________________________

          (iv)   If the party is a @ROAD employee, how did it acquire title to
                 the software material (e.g., software material was written by
                 @ROAD's employees as part of their job assignment)?

                 _______________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________

          (v)    If the party is an individual, did s/he create the software
                 material while employed by or under contractual relationship
                 with another party?

                                                                         Page 17
<PAGE>

                 Yes ________  No _________

                 If Yes, provide name and address of the other party and explain
                 the nature of the obligations:

                 _______________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________

     (c)  How did @ROAD acquire title to the software material written by the
          other party?

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

3.   Was the software material or any portion thereof derived from any third
     party's pre-existing materials?

     Yes ________  No _________

     If yes, provide the following information for each of the pre-existing
materials:

     (a)  Name of the materials:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (b)  Owner:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (c)  How did @ROAD get the right to use the pre-existing material(s)?

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

4.   Identify below, or in an attachment, any other circumstances which might
     affect INTEL's ability to reproduce and market this software product,
     including:

     (a)  Confidentiality or trade secrecy of pre-existing materials:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (b)  Known or possible royalty obligations to others:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (c)  Pre-existing materials developed for another party or customer
          (including government) where @ROAD may not have retained full rights
          to the material:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

                                                                         Page 18
<PAGE>

     (d)  Materials acquired from a person or @ROAD contractor possibly not
          having title to them:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (e)  Other circumstances:

          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

5.   Copies of any approved copyright registration forms or filings have been
attached hereto.

@ROAD, INC.

__________________________________
Signature

__________________________________
Printed Name

__________________________________
Title

__________________________________
Date

                                                                         Page 19
<PAGE>

Oplinger, Penny L
To:       Smith, Ron J; Myers, Cheryl L; Heeb, Jay; Someshwar, Ashok; Casey,
          Mark
Subject:  Delegation of Authority


To:            Distribution

From:          Terry Gillett/by Penny Oplinger

Subject:       Delegation of Authority
               -----------------------

I will be out of the office on Monday, January 31, 2000. During my absence, Mike
Iannitti will act on my behalf and have full signature authorization for my
organization. Mike can be reached at 554-0678 or through Penny Oplinger at 554-
5134.


          /s/ Terry Gillett                   /s/ Mike Iannitti
          -----------------                   -----------------
          Terry Gillett                       Mike Iannitti