XATA CORP /MN/
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>


EXHIBIT 10.16


                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as
of August 30, 2000, by and between XATA CORPORATION, a Minnesota corporation
(the "COMPANY") and JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC., a Delaware
corporation (the "INVESTOR").

                                    RECITALS:

         A. Concurrently herewith, the Company has agreed to sell to the
Investor up to 3,147,000 shares (the "PURCHASED SHARES") of Common Stock of the
Company (the "COMMON STOCK") pursuant to that certain Stock Purchase Agreement
of even date herewith (the "STOCK PURCHASE AGREEMENT") between the Company and
the Investor

         B. Concurrently herewith, the Company has granted to the Investor an
option to convert that certain $1,000,000 Promissory Note from the Company to
the Investor (the "NOTE") into shares (the "NOTE SHARES") of Common Stock
pursuant to the Stock Purchase Agreement.

         C. Concurrently herewith, XATA Investment Partners, LLC has agreed to
sell to the Investor up to 200,000 shares (the "SELLING STOCKHOLDER SHARES") of
Common Stock pursuant to the Selling Stockholder Agreement.

         D. It is a condition to the consummation of the transactions
contemplated by the Stock Purchase Agreement that the Company and the Investor
enter into this Agreement whereby the Company shall grant, and the Investor
shall obtain, the rights relating to the registration of the Registrable
Securities under the Securities Act, as set forth in this Agreement.


         NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1. Certain Definitions. For purposes of this Agreement:

              (a) The term "COMMISSION" means the Securities and Exchange
Commission.

              (b) The term "FORM S-3" means such form under the Securities Act
as is in effect on the date hereof or any successor form under the Securities
Act;

<PAGE>


              (c) The term "HOLDERS" means the Investor and any other person
holding Registrable Securities to whom these registration rights have been
transferred pursuant to Section 2.8 hereof.

              (d) The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended, or
successor statute (the "SECURITIES ACT"), and the declaration or ordering of
effectiveness of such registration statement or document.

              (e) The term "REGISTRABLE SECURITIES" means (i) the Purchased
Shares and the Note Shares, (ii) the Selling Stockholder Shares and (iii) any
other shares of Common Stock issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of,
the Registrable Securities; provided, however, that the foregoing definition
shall exclude in all cases any Registrable Securities sold by a person in a
transaction in which his or her rights under this Agreement are not assigned.
Notwithstanding the foregoing, shares of Common Stock or other securities will
only be treated as Registrable Securities if and so long as they have not been
(A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale and are not eligible for resale under Rule 144.

                                   ARTICLE II
                               REGISTRATION RIGHTS

         2.1. Demand Registration.

              (a) If the Company shall receive, any time and from time to time
on or after the date hereof, a written request from the Holders of 25% of the
Registrable Securities then outstanding that the Company file a registration
statement under the Securities Act, then the Company shall, within ten (10) days
of the receipt thereof, give written notice of such request to all Holders and
shall, subject to the limitations of subsection 2.1(b) and 2.1(d), use its best
efforts to effect as soon as practicable, the registration under the Securities
Act of all Registrable Securities which the Holders request in writing to be
registered within twenty (20) days of the mailing of such notice by the Company.

              (b) If the Holders initiating the registration request hereunder
("INITIATING HOLDERS") intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to this Section 2.1 and the Company
shall include such information in the written notice referred to in subsection
2.1(a). The underwriter will be selected by a majority in interest of the
Initiating Holders and reasonably approved by the Company. In such event, the
right of any Holder to include its Registrable Securities in such registration
shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in


                                      -2-
<PAGE>


the underwriting (unless otherwise mutually agreed by a majority in interest of
the Initiating Holders and such Holder) to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in subsection 2.4(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting. Notwithstanding any other provision of this
Section 2.1, if the underwriter advises the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the Initiating Holders shall so advise all Holders of
Registrable Securities which would otherwise be underwritten pursuant hereto,
and the number of shares of Registrable Securities that may be included in the
underwriting shall be allocated among all Holders thereof, including the
Initiating Holders, in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company owned by each Holder. The Company shall
have the right to include securities for its own account in such registration,
if permitted by the registration form to be filed and the underwriter so agrees,
but only if such inclusion will not limit the number of securites offered by the
Holders.

              (c) Notwithstanding the foregoing, if the Company shall furnish to
Holders requesting a registration statement pursuant to this Section 2.1, a
certificate signed by the President or Chief Executive Officer of the Company
stating that in the good faith judgment of the board of directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, the Company shall have the
right to defer such filing for a period of not more than ninety (90) days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve (12) month
period.

              (d) In addition and without limitation of Section 2.11 hereof, the
Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to this Section 2.1:

                   (i) After the Company has effected two registrations pursuant
to Section 2.1 and such registrations have been declared or ordered effective;

                   (ii) During the ninety (90) day period prior to the Company's
good faith estimate of the date of filing of a registration subject to Section
2.2 hereof; provided that the Company (i) is using its best efforts to cause
such registration statement to become effective and (ii) provides written notice
of such proposed filing to the Holders within thirty (30) days after receipt of
the written request from the Holders pursuant to Section 2.1(a); or

                   (iii) If the Initiating Holders proposed to dispose of shares
of Registrable Securities that may be immediately registered on Form S-3 (or any
successor form that provides for short-form registration) pursuant to a request
made pursuant to Section 2.3 below; or

                   (iv) If the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an


                                      -3-
<PAGE>


aggregate price to the public (net of any underwriters' discounts or
commissions) of less than $100,000; or

                   (v) If the Company has, within the six (6) month period
preceding the date of such request, effected two (2) registrations on Form S-3
for the Holders pursuant to this Section 2.1 that have been declared or ordered
effective.

         2.2. Company Registration.

              (a) If the Company proposes to register (including for this
purpose a registration effected by the Company for shareholders other than the
Holders) any of its securities under the Securities Act in connection with the
public offering of such securities solely for cash (other than registration
relating solely to the sale of securities to participants in a Company stock
plan, an offering or sale of securities pursuant to a Form S-4 (or successor
form) registration statement or a registration in which the only stock being
registered is Common Stock issuable upon conversion of debt securities which are
also being registered), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each
Holder given within twenty (20) days after mailing of such notice by the
Company, the Company shall, subject to the provisions of Section 2.7, cause to
be registered under the Securities Act all of the Registrable Securities that
each such Holder has requested to be registered.

              (b) In connection with any offering involving an underwriting of
shares of the Company's capital stock, the Company shall not be required under
Section 2.2(a) to include any of the Holders' securities in such underwriting
unless they accept the terms of the underwriting as agreed upon between the
Company and the underwriters selected by it (or by other persons entitled to
select the underwriters), and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the
offering by the Company. If the total amount of securities, including
Registrable Securities, requested by shareholders to be included in such
offering exceeds the amount of securities sold other than by the Company that
the underwriters determine in their sole discretion is compatible with the
success of the offering, the underwriters may limit the amount of securities to
be included in the registration and underwriting by the selling shareholders.
The Company shall so advise all Holders of Registrable Securities which would
otherwise be registered and underwritten pursuant hereto, and the number of
securities that may be included in the registration and underwriting shall be
allocated first, among the initiating holders on a pro rata basis, or as the
Company and the initiating holders, if any, may determine and second, among the
Holders and other participating holders, other than initiating holders, if any,
requesting registration in proportion, as nearly as practicable, to the
respective amounts of securities, including Registrable Securities, that such
holders, including Holders, have requested pursuant to this Section 2.2 to
include in such registration. If any Holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriters. Any Registrable Securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration.


                                      -4-
<PAGE>


         2.3. Form S-3 Registration. In case the Company shall receive from the
Holders of Registrable Securities a written request or requests that the Company
effect a registration on Form S-3 and any related qualification or compliance
with respect to all or a part of the Registrable Securities owned by such
Holders, the Company will:

              (a) Promptly give written notice of the proposed registration, and
any related qualification or compliance, to all other Holders; and

              (b) As soon as practicable, effect such registration and all such
qualifications and compliances as may be requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder of Holders
joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company;
provided, however; that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 2.3 if:

                   (i) Form S-3 is not available for such offering by the
Holders;

                   (ii) The Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public (net of any underwriters' discounts or commissions) of less
than $100,000; or

                   (iii) The Company has, within the twelve (12) month period
preceding the date of such request, effected two (2) registrations on Form S-3
for the Holders pursuant to this Section 2.3 that has been declared or ordered
effective.

              (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders.

         2.4. Obligations of the Company. Whenever required under this Section 2
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:

              (a) Prepare and file with the Commission a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of twenty-five percent (25%) of the Registrable Securities registered
thereunder, keep such registration statement effective for up to one hundred
eighty (180) days.

              (b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to


                                      -5-
<PAGE>


the disposition of all securities covered by such registration statement for up
to one hundred eighty (180) days.

              (c) Furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.

              (d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably requested by the Holders;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.

              (e) In the event of an underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering, and each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

              (f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, such obligation to continue until the earlier of (i) the sale of all
Registrable Securities registered pursuant to a registration statement of which
such prospectus forms a part or (ii) the withdrawal of such registration
statement.

              (g) Cause all such Registrable Securities registered pursuant to
this Agreement to be listed on each securities exchange on which similar
securities issued by the Company are then listed.

              (h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to this Agreement and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

              (i) Make available for inspection by any Holder of Registrable
Securities covered by such registration statement, any underwriter participating
in any disposition pursuant to such registration statement and any attorney,
accountant or other agent retained by any such seller or underwriter, all
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such Holder,
underwriter, attorney, accountant or agent in connection with such registration
statement, in each case pursuant to confidentiality agreements, as appropriate.


                                      -6-
<PAGE>


              (j) Cause the Company's officers to make presentations to
potential purchasers of the Registrable Securities, as reasonably requested by
any Holder of Registrable Securities covered by such registration statement or
any underwriter participating in any disposition pursuant to such registration
statement.

              (k) Permit any Holder of Registrable Securities, which Holder, in
the sole judgment exercised in good faith of such Holder, might be deemed to be
a controlling person of the Company (within the meaning of the Securities Act or
the Exchange Act), to participate in the preparation of any registration
statement covering such Holder's Registrable Securities and to include therein
material, furnished to the Company in writing, which in the reasonable judgment
of such Holder should be included and which is reasonably acceptable to the
Company.

              (l) Use its best efforts to furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this Section 2, on
the date that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Section 2, if such
securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities become effective, (i) an opinion, dated such
date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities and (ii) a letter
dated such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holders requesting registration of
Registrable Securities.

              (m) Otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and make available to its security
holders, in each case as soon as practicable, an earning statement covering a
period of at least twelve (12) months, beginning after the effective date of the
registration statement, which earning statement shall satisfy the provisions of
Section 11(a) of the Securities Act.

         2.5. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

         2.6. Expenses of Registration.

              (a) Expenses of Demand Registration. All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 2.1, including
(without limitation) all registration, filing and qualification fees, stock
transfer taxes, printers' and accounting fees, and fees and disbursements of
counsel for the Company, shall be borne by the Company; provided, however, that
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to


                                      -7-
<PAGE>


Section 2.1 if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered (in
which case all participating Holders shall bear such expenses), unless the
Holders of a majority of the Registrable Securities agree to forfeit their right
to one (1) demand registration pursuant to Section 2.1.

              (b) Expenses of Company Registration. All expenses other than
underwriting discounts and commissions reasonably incurred in connection with
registrations, filings or qualifications of Registrable Securities pursuant to
Section 2.2 for each Holder, including (without limitation) all registration,
filing, and qualification fees, printers' and accounting fees, and fees and
disbursements of counsel for the Company, shall be borne by the Company.

              (c) Expenses of Registration on Form S-3. All expenses other than
underwriting discounts and commissions incurred in connection with registrations
requested pursuant to Section 2.3, including (without limitation) all
registration, filing, qualification, printers' and accounting fees and the fees
and disbursements of one counsel for the selling Holders selected by them, shall
be borne by the Company.

         2.7. Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 2:

              (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, any "underwriter" (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "VIOLATION"):

                   (i) Any untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained in such registration statement or any amendments or supplements
thereto;

                   (ii) The omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading;

                   (iii) The omission to state in any preliminary prospectus or
final prospectus a material fact necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading; or

                   (iv) Any material violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law.

The Company will pay to each such Holder, underwriter or controlling person, as
actually incurred, any legal or other expenses reasonably incurred by them in
connection with


                                      -8-
<PAGE>


investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
2.7(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable to any Holder, underwriter or controlling person for any such
loss, claim, damage, liability, or action to the extent that it arises out of or
is based upon a Violation which occurs; (A) in reliance upon and in conformity
with written information furnished for use in connection with such registration
by any such Holder, underwriter or controlling person; or (B) as a result of
failure of any holder to deliver a prospectus, at all or in a timely manner,
provided further, that in no event shall any indemnity under this subsection
2.7(a) exceed the net proceeds from the offering received by the Company.

              (b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other Holder,
against any losses, claims, damages, or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent that such Violation occurs
in reliance upon and in conformity with written information furnished by such
Holder for use in connection with such registration; and each such Holder will
pay, as actually incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 2.7(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 2.7(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably
withheld); provided further, that in no event shall any indemnity under this
subsection 2.7(b) exceed the net proceeds from the offering received by such
Holder.

              (c) Promptly after receipt by an indemnified party under this
Section 2.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any


                                      -9-
<PAGE>


liability to the indemnified party under this Section 2.7, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 2.7.

              (d) If the indemnification provided for in this Section 2.7 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the Violation(s) that resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations;
provided, that in no event shall any contribution by a Holder or the Company
under this subsection 2.7(d) exceed the net proceeds from the offering received
by such Holder or the Company, respectively. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission.

              (e) The obligations of the Company and Holders under this Section
2.7 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise. No indemnifying
party, in the defense of any such loss, claim, change, liability or action,
shall, except with the consent of each indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as a provision
thereof, the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such loss, claim, damage, liability or
action.

         2.8. Assignment of Registration Rights. The rights to cause the Company
to register Registrable Securities pursuant to this Section 2 may be assigned
(but only with all related obligations) by a Holder to (i) any "affiliate" of
such Holder (as defined under the Securities Act), (ii) such Holder's spouse,
parents, siblings, children or grandchildren, or other members of such Holder's
immediate or extended family (including relatives by marriage), or to a
custodian, trustee or other fiduciary for the account of such Holder or members
of such Holder's immediate or extended family in connection with an estate
planning transaction, or (iii) a transferee or assignee of at least 100,000
shares of such securities (as adjusted for stock dividends, combinations,
recapitalizations, splits and otherwise), provided the Company is, within a
reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned and such transferee or
assignee agrees to become a party to this Agreement. For the purposes of
determining the number of shares of Registrable Securities held by a transferee
or assignee, the holdings of transferees and assignees of a business entity who
are affiliates, retired affiliates of such entity (including spouses and
ancestors, lineal descendants and siblings of such affiliates or affiliates who
acquire Registrable Securities by gift, will or intestate succession) shall be
aggregated together and with the business entity; provided that all assignees
and transferees who would not qualify individually for assignment of
registration rights shall have a


                                      -10-
<PAGE>


single attorney-in-fact for the purpose of exercising any rights, receiving
notices or taking any action under Section 2.

         2.9 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of a majority of the Registrable Securities then outstanding,
enter into any agreement with any holder or prospective holder of any securities
of the Company which would allow such holder or prospective holder (a) to
include such securities in any registration filed under Section 2.1 or 2.3
hereof, unless under the terms of such agreement, such holder or prospective
holder may include such securities in any such registration only to the extent
that the inclusion of its securities will not reduce the amount of the
Registrable Securities of the Holders which is included, or (b) to make a demand
registration which could result in such registration statement being declared
effective within one hundred eight (180) days of the effective date of any
registration effected pursuant to Section 2.1 or 2.3 hereof.

         2.10. Reports under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the Commission that may at
any time permit a holder to sell securities of the Company to the public
pursuant to a registration on Form S-3 or without registration, the Company
agrees to:

              (a) Make and keep public information available, as those terms are
understood and defined in Commission Rule 144, at all times after the effective
date of the first registration statement filed by the Company for the offering
of its securities to the general public so long as the Company remains subject
to the periodic reporting requirements under Sections 13 or 15(d) of the
Exchange Act;

              (b) File with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

              (c) Furnish to any Holder, so long as accurate and so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
Commission Rule 144 (at any time after ninety (90) days after the effective date
of the first registration statement filed by the Company), the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (or any successor form that provides for short-form
registration), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the Commission which permits the selling of any such
securities without registration or pursuant to such form.

         2.11 Termination of Registration Rights. The right of any Holder to
request registration or inclusion in any registration pursuant to Section 2.1,
2.2 or 2.3 hereof shall terminate at such time as such Holder owns less than
five percent (5%) of the outstanding capital stock of the


                                      -11-
<PAGE>


Company and such Holder can sell all of such Holder's Registrable Securities
under Rule 144 during any ninety (90) day period.

         2.12. Consolidations; Mergers. The Company shall not, directly or
indirectly, enter into any merger, consolidation or reorganization in which the
Company is not the surviving corporation unless the proposed surviving
corporation shall, prior to such merger, consolidation or reorganization, agree
in writing to assume the obligations of the Company under this Agreement, and
for that purpose references hereunder to "Registrable Securities" shall be
deemed to be references to the securities that the Investor or the Holders of
Registrable Securities would be entitled to receive in exchange for Registrable
Securities under any such merger, consolidation or reorganization.

                                   ARTICLE III
                                  MISCELLANEOUS

         3.1. Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Georgia, without regard to
conflicts of laws principles.

         3.2. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         3.3. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

         3.4. Notices.

              (a) All notices, requests, demands and other communications under
this Agreement or in connection herewith shall be given to or made to the
following addresses:

                  If to Company:   Xata Corporation
                                   151 East Cliff Road, Ste 10
                                   Burnsville, MN 55337
                                   ATTN: Gary C. Thomas

                  With a copy to:  Moss & Barnett, PA
                                   4800 Wells Fargo Center
                                   90 South 7th Street
                                   Minneapolis, MN 55402
                                   ATTN: Janna R. Severance, Esq.

                  If to Investor:  John Deere Special Technologies Group, Inc.
                                   300 Grimes Bridge Road
                                   Roswell, Georgia 30075
                                   ATTN: James E. Heerin


                                      -12-
<PAGE>


                  With a copy to:  Morris, Manning & Martin, L.L.P.
                                   3343 Peachtree Road, N.E.
                                   Suite 1600
                                   Atlanta, Georgia 30326
                                   ATTN: Jeffrey L. Schulte, Esq.

              (b) All notices, requests, demands and other communications given
or made in accordance with the provisions of this Agreement shall be in writing
and shall be deemed given when sent by facsimile, delivered by nationally
recognized overnight courier service, delivered personally or within three days
after mailing when mailed by certified or registered mail, return receipt
requested.

              (c) Any party may, by written notice to the other, alter its
address or respondent.

         3.5. Amendments and Waivers. This Agreement may not be amended except
by a writing signing by both the Company and the Holders.

         3.6. Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement, and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

         3.7. Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of such
non-breaching party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, or by law or otherwise afforded to any Holder, shall be cumulative
and not alternative.

         3.8. Entire Agreement. This Agreement, the Stock Purchase Agreement and
the other documents delivered pursuant to the Stock Purchase Agreement
constitute the full and entire understanding and agreement among the parties
with regard to the subjects hereof and thereof.

         3.9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


                                      -13-
<PAGE>


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



COMPANY:                             INVESTOR:

Xata Corporation                     John Deere Special Technologies Group, Inc.


By:                                  By:
    ------------------------------       ---------------------------------------
Title:                                   Charles R. Stamp, Jr., President
       ---------------------------

</TEXT>
</DOCUMENT>
