AT ROAD INC
EXHIBIT 10.30
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>6
<FILENAME>f79550ex10-30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.30

                CELLULAR DIGITAL PACKET DATA RESELLER AGREEMENT

    DETROIT SMSA LIMITED PARTNERSHIP AND CINCINNATI SMSA LIMITED PARTNERSHIP

   THIS AGREEMENT (hereafter referred to as the "Agreement") is made and entered
into on this 10th day of January, 2002 (the "Effective Date"), by and between
Ameritech Mobile Communications, LLC d/b/a Cingular Wireless on behalf of
Detroit SMSA Limited Partnership and Cincinnati SMSA Limited Partnership
(collectively referred to as the "Company") and At Road, Inc., a Delaware
corporation (the "Customer"); throughout this Agreement, the Company and the
Customer are sometimes jointly referred to as the "Parties"). This Agreement
incorporates by reference all exhibits attached hereto, along with any other
exhibits subsequently put into effect by the parties and any and all orders
subsequently submitted by the Customer and accepted by the Company.

1. Purpose.

   The Company has developed a Cellular Digital Packet Data System which
   provides data communications between cellular mobile radio units and/or
   mobile data units in the greater Detroit metropolitan area; and the greater
   Cincinnati, Columbus and Dayton metropolitan area. The Company wishes to
   sell, and the Customer wishes to buy, the services which provide access to
   such system, and certain other optional features for use in the connection
   with such system, all upon the terms and conditions set forth in this
   Agreement.

2. Definitions.

   When used in this Agreement, the following terms shall have the following
   meanings:


   2.1    Affiliate
          Any other entity that is owned at least 50 percent by a party to this
          Agreement. In the case of Company, affiliate also shall mean Ameritech
          Corporation and any successor to Ameritech Corporation, whether by
          change of name, dissolution, merger, consolidation, reorganization or
          otherwise and any subsidiary of Ameritech Corporation or its
          successor.

   2.2    Cell Site
          A building location containing the antenna and radio equipment
          necessary to complete a connection between a Mobile Data Unit and the
          mobile telephone switching office.

   2.3    Cellular Geographic Service Area or CGSA
          A specific geographical area in which the Company is authorized under
          a Federal Communications Commission ("FCC") license to provide
          Service.

   2.4    Cellular Digital Packet Data (CDPD)
          A service utilizing packet switching technology in which Packets are
          transported via M-ES to and/or from the MD-IS serving that M-ES via
          cellular frequency.

   2.5    Cellular System
          A mobile communications system or network by means of which Service is
          provided.


                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                           10.30
<PAGE>

   2.6    Data Circuit
          A telecommunications line carrying data transmissions between two end
          points.

   2.7    EID
          Electronic Identification Number which refers to the equipment
          identifier.

   2.8    End User
          The individuals or entities obtaining access to Service through
          Customer.

   2.9    Fixed End System (FES)
          An external data application system/computer and router which is
          owned, operated administered and maintained by Customer and which
          provides connectivity between Company's CDPD Network and a Mobile End
          System.

   2.10   Interoperability
          Refers to the interservice agreement among certain CDPD carriers (see
          Exhibit 1 for a list of such carriers) to provide data services to the
          other carriers' authorized users who are homed or visiting in such
          serving carrier's service area, in accordance with its own tariffs and
          the terms and conditions of the interservice agreement.

   2.11   IP Address
          Internet Protocol (IP) address with access to the Cellular Digital
          Packet Data System which is assigned to the Customer by the Company
          and which shall only be used by Customer or an End User with one
          Mobile Data Unit having a unique NEI.

   2.12   Marks
          Either party's name, corporate logo, and trademarks.

   2.13   Mobile Data Unit
          A single unit of radio data equipment (for example: a modem with built
          in mobile radio transmitter and receivers) having a unique EID for use
          in connection with its own unique IP Address which is both capable of
          being moved from location to location, and technically and
          operationally compatible with the Cellular Digital Packet Data System.

   2.14   Mobile End System
          Any CDPD enabled device that terminates on the mobile end of a
          communicated signal such as a CDPD enabled modem, mobile phone, PDA,
          laptop, etc.

   2.15   MSA
          A Metropolitan Statistical Area.

   2.16   NEI
          Network Entity Identifier. The IP Address that uniquely identifies a
          given Mobile End System over the Cellular and CDPD Network.

   2.17   RSA
          A Rural Service Area.

                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               2

<PAGE>
   2.18   Service
          The CDPD communication service and associated support services
          provided to Customer by the Company.

   2.19   Service Area
          Subject to Section 6, those portions of Ameritech's CDPD operating
          areas as identified in Exhibit 2 hereto.

   2.20   Usage
          Specific periods of time during which the Customer and/or End User
          uses the Cellular System and incurs Service charges.

3. Relationship Established.

   3.1    The Customer and the company shall have the relationship of
          independent contractors under this Agreement. Neither Party shall be
          deemed to be the agent of the other nor have any authority with regard
          to the other, except as specified in this Agreement (or in a separate
          writing signed by both Parties). Neither Party shall have the right or
          authority to act on behalf of the other Party, or to incur any
          obligations chargeable to the other, by virtue of this Agreement.
          Persons retained by either Party as employees or agents shall not be
          deemed to be employees or agents of the other Party because of this
          Agreement.

   3.2    The Customer shall not, under any circumstances, represent itself as
          the FCC-authorized provider of Service, or use the Company's Marks
          except as provided herein. With the prior written approval of the
          Company, which approval must be obtained on an item-by-item basis, the
          Customer may use the Company's Marks in the Customer's advertising and
          promotional materials. Any pre-authorized use of Company's Marks by
          Customer shall inure solely to the benefit of Company. Customer does
          not acquire any ownership rights or interest in Company's Marks by
          such pre-authorized use and customer shall not at anytime dispute
          Company's ownership rights to the latter's Marks.

   3.3    The Company shall not, under any circumstances, use Customer's
          Marks except as provided herein. With the prior written approval of
          Customer, which approval must be obtained on an item-by-item basis,
          the Company may use the Customer's Marks in the Company's materials.
          Any pre-authorized use of Customer's Marks by the Company shall inure
          solely to the benefit of Customer. Company does not acquire any
          ownership rights or interest in Customer's Marks by such pre-
          authorized use, and Company shall not at anytime dispute Company's
          ownership rights to the latter's Marks.

   3.4    Neither party will do anything which would tend to discredit,
          dishonor, reflect adversely upon, or in any manner injure the
          reputation of the other party or its service.

   3.5    Company has the right to review Customer's standard form of End User
          contract and, upon Company's request, Customer shall provide accurate
          copies of such contract to Company.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               3

<PAGE>

4. Term of Agreement.


   4.1    This Agreement will take effect on the Effective Date and shall
          continue in effect for one (1) year ("Initial Contract Period"). After
          the Initial Contract Period expires, this Agreement shall be renewed
          automatically for subsequent one (1) year renewal periods (the
          "Renewal Periods"). The foregoing notwithstanding, either party may
          terminate this Agreement at any time on ninety (90) day's prior
          written notice of termination to the other party.

   4.2    Except as otherwise set forth herein, the Customer is responsible for
          all Service charges and related charges set forth on Exhibit 3 hereto
          and incurred by the Customer and/or any End User while this Agreement
          is in effect.

5. Duties of the Company.

   5.1    The Company will provide Service to the Customer, on a non-exclusive
          basis, at the rates and charges and under the terms and conditions
          specified in this Agreement, provided that the Company is able to
          obtain, retain and maintain suitable facilities, licenses and rights
          for the construction and maintenance of the Cellular System without
          unreasonable expense.

   5.2    The Company does not provide to End-Users marketing, billing,
          collection, direct End-User support, equipment, or any similar goods
          or services under this Agreement.

6. Availability and Scope of the Service.

   6.1    Service is available to properly activated Mobile Data Units when such
          units are within the range of Cell Sites located in the Cellular
          Geographic Service Areas served by Detroit SMSA Limited Partnership
          and Cincinnati SMSA Limited Partnership. Service is also subject to
          transmission limitations caused by atmospheric and other conditions,
          both natural and artificial, which may adversely affect transmission
          or transmission facilities. Service may be temporarily interrupted or
          curtailed due to Cellular System modifications, upgrades, relocations,
          repairs and similar activities reasonably necessary for the proper or
          improved operation of the Cellular System. The Company shall have no
          liability for its inability to provide Service under the circumstances
          described in this Section, except as otherwise provided in Section
          7.1.

   6.2    This Agreement governs the resale of the Company's Service by Customer
          only within the Service Area and nothing herein authorizes Customer to
          resell the Services governed by this Agreement outside the Service
          Area. The Company reserves the right to amend the Service Area
          specified in Exhibit 2 at any time without a written amendment to
          Exhibit 2; provided that, Company provides Customer ninety (90) days
          prior written notice of such expansion or contraction which notice may
          take the form of new coverage maps, zip code lists or e-mail
          notification.

   6.3    Upon reasonable request by Company, Customer shall prepare and submit
          to Company a report containing Customer's six-month forecast of
          anticipated new End Users so that Company can evaluate its capacity
          requirements and ability to provide Service. Company understands that
          the actual number of new End Users may differ from such forecasts and
          that Customer does not make any representation or warranty with
          respect to such forecasts, except that such forecasts, at the time
          they were prepared, were prepared in good faith. Company shall
          disclose information contained in such reports only to those
          individuals in its organization who have a



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               4

<PAGE>
          need to know for purposes of planning its capacity requirements and
          ability to provide the Service hereunder, and shall in no event use
          such information for the purpose of competing with Customer.

7. Limitation of Company's Liability.

   The Company has no control over the messages transmitted over its Service,
   and occasional errors incident to the provision and use of Service are
   inevitable. Therefore, Service is provided upon the following terms,
   conditions and limitations. The Company's sole liability to the Customer and
   any End User(s) is as set forth in this Section 7, and Customer's End User
   contract shall reflect this limitation of liability.

   7.1    Upon the Customer's request, a credit allowance (the "Credit
          Allowance") will be made for any period of 12 hours or more during
          which there occur any mistakes, omissions, interruptions, delays,
          errors, failures or defects in Service, transmission, the Cellular
          System and/or any other facilities furnished by the Company. The
          Credit Allowance shall consist of a pro rata adjustment of the fixed
          monthly charges billed by the Company for each affected Mobile Data
          Unit. Any Service interruption will be measured from the time it is
          (i) reported to or (ii) detected by the Company, whichever occurs
          first. If any Mobile Data Unit is affected by such interruption for a
          period of less than 24 hours, no adjustment shall be made. If a
          Service interruption exceeds 24 hours, the length of the interruption
          will be measured in 24 hour days from the time the interruption is
          first reported to or detected by the Company. After the first 24 hours
          of Service interruption, any and all additional periods greater than
          12 hours up to and including 24 hours will be considered an additional
          day. Any fraction of a day consisting of less than 12 hours will not
          be credited. The Credit Allowance will be computed by dividing the
          Company's fixed monthly charges by a standard 30 day month, and then
          multiplying the result by the length of the Service interruption for
          each affected IP. The Credit Allowance will never exceed the
          applicable fixed monthly charges. Such an adjustment will fulfill the
          Company's full and complete liability for any Service interruption,
          and no other liability will attach to the Company as a result of any
          Service interruption.

   7.2    Company shall provide Customer reasonable notice, by e-mail
          notification to the e-mail address set forth in Section 28, of any
          known network outages or planned network maintenance.

   7.3    The liability of the Company for (i) loss or damages arising out of
          mistakes, omissions, interruptions, delays, errors, failures or
          defects in Service, transmission, the Cellular System and/or any other
          facilities furnished by the Company, or (ii) failing to maintain
          proper standards of maintenance and operation and/or to exercise
          reasonable supervision, shall be limited to Credit Allowances on
          account thereof computed pursuant to Section 7.1, above.

   7.4    Notwithstanding anything set forth in Section 7.1 and/or 7.3, above,
          no Credit Allowance will be given for any Service interruptions caused
          by the acts of the Customer and/or End User, or for any interruptions
          caused by failure of equipment which is not a part of the Company's
          Cellular System, or for any interruption caused by service which is
          not provided by the Company.

   7.5    In addition to the indemnities set forth in Section 13, the Customer
          shall indemnify and save the Company harmless against (i) all claims
          for libel, slander, or infringement of copyright for material
          transmitted over the Service and (ii) all claims for infringement of
          U.S. patents arising from the use of apparatus and systems belonging
          to the Customer in combination and/or connection with the Service.
          Customer will defend, at its expense, any action brought against
          Company based upon a



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               5

<PAGE>
          claim as described in this Section 7.5, provided that Customer shall
          have sole control of any such action or settlement negotiations, and
          further provided that Company shall notify Customer promptly in
          writing of such claim and shall give Customer all authority,
          information and assistance reasonably necessary to settle or defend
          such claim. Customer shall reimburse Company for incidental
          out-of-pocket expenses incurred by Company in providing such
          assistance. Customer shall not be liable for any costs or expenses
          incurred without its prior written authorization.

   7.6    Notwithstanding anything set forth in Section 7.1 and/or 7.2 above, no
          Credit Allowance will be given, and the Company shall not, under any
          circumstances, be liable for any failure to transmit, other Service
          interruption, errors, defects or delays caused by acts of God, fire,
          war, riots, government authorities or other causes beyond the
          Company's control if Company uses its best efforts to mitigate the
          effects, and gives Customer prompt written notice.

   7.7    The Company is not liable for damages for any accident or injury
          occasioned by the presence or the use of either the Service or the
          Mobile Data Unit, including but not limited to any physical injury,
          defacement or property damage which may result from the presence or
          use of the Mobile Data Unit.

   7.8    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
          CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST OR
          ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), ARISING FROM
          ANY CLAIM RELATING TO THIS AGREEMENT, OR TO A PARTY'S PROVISION OF
          SERVICE HEREUNDER, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT
          (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF AN
          AUTHORIZED REPRESENTATIVE OF THE OTHER PARTY IS ADVISED OF THE
          POSSIBILITY OR LIKELIHOOD OF THE SAME. THE MAXIMUM LIABILITY TO
          CUSTOMER UNDER THIS SECTION 7 SHALL BE LIMITED TO TWO HUNDRED THOUSAND
          DOLLARS ($200,000).

8. Facility Modifications.

   Customer acknowledges that the cellular data industry is a rapidly changing
   industry and technology and as such Company shall not be liable to Customer
   or to Customer's End Users if changes in any of the Cellular System,
   operations, equipment, procedures, or Service:

   8.1    Render obsolete any equipment, including but not limited to Mobile
          Data Units, or software provided or used by Customer or any End User
          in conjunction with use of the Service;

   8.2    Require modification or alteration of such equipment or software; or

   8.3    Otherwise affects the performance of such equipment or software.
          Whenever reasonably possible, Company agrees to give not less than
          ninety (90) days advance written notice to Customer of changes which
          Company reasonably anticipates will result in the conditions described
          in paragraphs 8.1 through 8.3, above. If no notice is given by Company
          to Customer, then upon Customer's request, Company will provide notice
          of changes, detailed description of such changes and assist Customer
          to achieve interoperability.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               6

<PAGE>
9. Interoperability.

   Customer hereby acknowledges and agrees that the Company is not responsible
   for the billing practices, service charges or ultimately availability of
   Interoperability services through carriers. Company is not obligated to
   provide Service in areas where Company does not have Service, has not entered
   into, or loses, an Interoperability agreement in an area or loses its roaming
   agreement in an area. Company agrees, however, to make Interoperability
   available to Customer in any MSAs or RSAs in which Company has an
   Interoperability agreement on the terms and conditions contained in such
   agreements.

10. Use of Service.

    10.1  Service is furnished for use by the Customer and/or its End Users for
          any lawful purpose, including resale by the Customer.

    10.2  The Company will only accept Service change orders (including line
          activation, termination, and/or any other changes in Service) directly
          from the Customer or its employees or agents via electronic mail to an
          address designated by the Company for such purpose.

    10.3  Customer shall not engage in and shall not assist or participate in
          any fraudulent activities in connection with the sale, provision or
          use of Service. Customer shall be solely responsible for all risks,
          expenses and liabilities incurred through the fraudulent activities of
          Customer with respect to the Service provided hereunder. The Company
          reserves the right to modify this Agreement, with the prior written
          consent of Customer, to reflect modifications to Company's reseller
          practices and procedures which introduce or implement fraud reduction
          activities, but is under no obligation to introduce or implement any
          such fraud reduction activities.

11. Fraud.

    Upon detection by Customer of fraudulent activities, Customer shall notify
    Company of such fraudulent activities as soon as practicable following
    detection by Customer and advising Company to deactivate the IP address
    without any, if applicable, deactivation fee.

12. No Warranty.

    COMPANY AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED,
    CONCERNING THE FACILITIES OR THE SERVICE, INCLUDING, WITHOUT LIMITATION,
    WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. IT
    IS INTENDED BY THE PARTIES THAT THIS SECTION SHALL APPLY TO CUSTOMER AND TO
    ALL OF CUSTOMER'S AUTHORIZED USERS AND THAT THE CUSTOMER'S AUTHORIZED USER
    CONTRACT SHALL REFLECT THIS EXCLUSION OF WARRANTIES IN A CLEAR AND
    CONSPICUOUS MANNER BY INCLUDING SUCH PROVISION IN CUSTOMER'S AUTHORIZED USER
    AGREEMENT. Customer expressly acknowledges that Company shall have no
    liability except as provided in Section 7 of this Agreement for any failure,
    defects, malfunctions or errors in the or for the provision of Service
    hereunder to Customer or its End Users.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               7

<PAGE>
13. Indemnification and Insurance.

    13.1  Customer will indemnify and hold harmless Company and its officers,
          directors, employees, agents and assigns and its successors and
          assigns from any and all liabilities, losses, obligations, expenses
          (including without limitation reasonable attorneys' fees) and costs
          arising in connection with any lawsuit, proceeding or other action
          arising out of or resulting from (a) Customer's conduct of its
          business; (b) Customer's breach of this Agreement; and (c) Customer's
          unauthorized use of the Company's Marks or confidential information or
          other proprietary property. Customer will defend, at its expense, any
          action brought against Company based upon a claim as described in this
          Section 13.1, provided that Customer shall have sole control of any
          such action or settlement negotiations, and further provided that
          Company shall notify Customer promptly in writing of such claim and
          shall give Customer all authority, information and assistance
          reasonably necessary to settle or defend such claim. Customer shall
          reimburse Company for incidental out-of-pocket expenses incurred by
          Company in providing such assistance. Customer shall not be liable for
          any costs or expenses incurred without its prior written
          authorization.

    13.2  Customer will maintain during the term of this Agreement: (a) Workers'
          Compensation insurance as prescribed by the law of the state in which
          Customer's obligations under this Agreement are performed, (b)
          Employer's Liability insurance with limits of at least $500,000 for
          each occurrence, and (c) Commercial General Liability insurance
          (including, but not limited to, products liability and contractual
          liabilities) with combined single limits for each occurrence of at
          least $1,000,000. Neither Customer nor any insurer shall have a claim,
          right of action or right of subrogation against Company based on any
          occurrence insured against under such insurance. Upon Company's
          request, Customer shall furnish proof of insurance coverage.

14. Provision of the Mobile Data Unit.

    14.1  The Customer and/or End User(s) must provide and maintain all Mobile
          Data Units and Mobile End System and ensure both that they are
          technically and operationally compatible with the Cellular System,
          and that they comply with applicable FCC rules and regulations. The
          Company shall have no responsibility for the provision, installation,
          operation, quality of transmission or maintenance of any Mobile Data
          Unit.

    14.2  All Mobile Data Units shall operate in a manner which will not
          interfere with Service to any other customers.

15. Support Services.

    The provision of any and all support services is the responsibility of the
    Customer. Company will not provide support services to End Users.

16. Use of Marks.

    The Customer may describe itself as a "reseller of Ameritech Cellular
    Service" but shall otherwise refrain from directly or indirectly holding
    itself out as or otherwise creating any impression that it is sponsored,
    authorized, endorsed by, affiliated with, or an agent of the Company, or of
    Cingular Wireless, LLC or of SBC Wireless, LLC, or Ameritech Mobile
    Communications, LLC, unless such affiliation or agency



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               8

<PAGE>



    relationship arises under other agreements between such parties. This
    restriction extends, but is not limited, to the use of any trade names,
    trademarks or logos used by such entities, or any colorable imitations of
    any such name or mark in or as a part of any business name or trade name, or
    in any other confusing or misleading manner. Authorized use of Company's
    Marks shall be as set out in Section 3 herein. Notwithstanding the
    foregoing, the Cingular logo may be used by Customer and/or agents or
    affiliates of Customer to present PowerPoint presentations and for other
    sales materials as deemed necessary by Customer. Printed sales materials may
    be subject to Company approval.

17. Rates and Charges.

    Except as otherwise set forth herein, the Customer agrees to pay the Company
    for Service used by the Customer and/or any End User at the rates and
    charges specified in Exhibit 3, (Pricing Plan).

18. Confidentiality.

    Company and Customer may (but shall not be obligated to) exchange certain
    Confidential Proprietary Information (as defined below) relating to this
    Agreement. The disclosing party agrees to mark its Confidential Proprietary
    Information with a suitable legend, such as "Confidential" at the time of
    disclosure to the receiving party hereunder ("Confidential Proprietary
    Information"). During the term of this Agreement, the receiving party agrees
    to maintain the confidentiality of the disclosing party's Confidential
    Proprietary Information furnished in oral, visual, written and/or other
    tangible form by restricting disclosure of the disclosing party's
    Confidential Proprietary Information to its employees who have a "need to
    know" and not disclosing such Confidential Proprietary Information to any
    third party except as authorized by the disclosing party in writing. The
    receiving party agrees that such Confidential Proprietary Information shall
    be handled with the same degree of care which the receiving party applies to
    its own confidential information (but in no event less than reasonable
    care). The receiving party agrees to use the disclosing party's Confidential
    Proprietary Information only for purposes of performing its obligations
    under this Agreement. The parties agree to exclude from the provisions of
    this Agreement and the obligations of confidentiality: information which the
    receiving party already had in its possession without confidential
    limitation; information known or that becomes known to the general public
    without breach of this Agreement; information that is received rightfully
    and without confidential limitation. This Section 18 shall impose no
    obligation of confidentiality upon a recipient with respect to any portion
    of Confidential Proprietary Information received hereunder which is required
    to be disclosed pursuant to a requirement of a judicial, administrative or
    other governmental agency, provided that the receiving party provides
    reasonable notice to the disclosing party of such requirement in order to
    enable the disclosing party, at its expense, to seek a protective order or
    such other remedy to prevent disclosure of the Confidential Proprietary
    Information.

    In the performance of this Agreement, Company agents and employees may come
    into possession of information about Customer's End Users, including but not
    limited to End User MINs (Mobile Identification Number) and Usage, or other
    forms of identification of End User. Neither Company nor any person or
    entity obtaining such information by or through Company may use any such
    information except as required to provide Service to Customer under this
    Agreement. Such information shall be treated as Confidential Proprietary
    Information pursuant to this Section 18.

    Upon termination of this Agreement, all Confidential Proprietary Information
    and any copies thereof made by the receiving party shall be either destroyed
    and the destruction certified by an officer of the receiving party, or, at
    the disclosing party's written request, returned to the disclosing party.
    The receiving party's



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                               9

<PAGE>
    obligations under this Agreement to keep confidential and restrict use of
    the disclosing party's Confidential Proprietary Information shall survive
    such termination of this Agreement for a period of five (5) years.

19. Licensing.

    Each party covenants and warrants that it will at all times maintain all
    Federal, state and local licenses appropriate and necessary for the conduct
    of its business and for the performance of this Agreement. Upon reasonable
    written request, each party will provide true and correct copies of all such
    licenses, together with appropriate evidence of all applicable renewals,
    extensions or changes of such licenses, to the other party.

20. Taxes.

    It shall be the Customer's sole responsibility both to collect and to remit
    any and all taxes (however designated, levied or based) on Service or any
    other item for which charges are imposed under this Agreement. Such
    responsibilities shall include, but not be limited to: Federal, state and
    local sales tax, gross receipts tax, privilege or excise taxes, and any
    taxes or amounts in lieu of any such tax ("Taxes"). The Customer shall be
    responsible for collecting all taxes from its End Users, and remitting all
    Taxes directly to the appropriate taxing jurisdictions. Further, the
    Customer shall provide the Company with all necessary Customer Exemption
    Certificates of Exemption from Tax, examples of which are attached to and
    made a part of this Agreement as Exhibits 4-1, 4-2 and 4-3. Unless and until
    properly executed copies of all applicable Customer Exemption Certificates
    of Exemption from Tax are provided to the Company, the Company will bill the
    Customer for, and Customer shall pay, all Taxes as if the Customer were the
    End User of Services and/or any other items for which charges are imposed
    under this Agreement.

21. Disconnection, Termination or Sale of Service and Sale or Disposal of End
    Users.

    21.1  By the Company.

          21.1.1    If the Customer violates any material provision of this
                    Agreement, which violation remains uncured after 30 days
                    written notice by the Company, then the Company may either
                    temporarily discontinue or permanently terminate the
                    Customer's Service in whole or in part. No Credit Allowance
                    (as described in Section 7.1 above) shall be made, and the
                    Company shall not be liable to Customer and/or any End User
                    for any damages whatsoever which may result from any such
                    Service interruption. Except as provided in Section 21.1.3,
                    below, after giving such notice, the Company will not
                    discontinue Service for at least thirty (30) days. If
                    Customer makes payment of the sum due within the thirty (30)
                    day period, then the Company shall neither temporarily
                    discontinue nor permanently terminate Customer's Service,
                    and Company's right to discontinue and/or terminate is
                    thereby invalidated.

          21.1.2    If the Customer fails to pay any sum due the Company, then
                    upon written notice to the Customer, the Company may either
                    temporarily discontinue or permanently terminate the
                    Customer's Service in whole or in part. No credit allowance
                    (as described in Section 7.1 above) shall be made, and the
                    Company shall not be liable to Customer and/or any End User
                    for any damages whatsoever which may result from any such
                    Service interruption. Except as provided in Section 21.1.3,
                    below, after giving such notice, the Company will not
                    discontinue Service for at least thirty (30) days.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              10

<PAGE>
          21.1.3    If the Customer uses Service and/or any Mobile Data Unit in
                    violation of this Agreement, then the Company will take all
                    action necessary to protect the Cellular System and/or the
                    Service, and notify the Customer of such violation. Upon
                    receipt of such notice, the Customer shall (i) immediately
                    discontinue or correct such use and (ii) within five (5)
                    days after receipt of the Company's notice, provide the
                    Company with written confirmation that such use has ceased.
                    If the Customer fails to discontinue or correct such use
                    within the time stated, then the Company may disconnect
                    Service (without credit allowance as described in Section
                    7.1, above) until the Customer complies with this Section
                    21.1.3.

          21.1.4    Notwithstanding Sections 21.1.1, 21.1.2 and 21.1.3, the
                    Company may refuse, discontinue or terminate Service with
                    thirty (30) days written notice to Customer in the event
                    that either Service or any Mobile Data Unit is used by the
                    Customer and/or End User in any way that can reasonably be
                    expected to have a material adverse effect on Service to
                    other customers. If such use is discontinued by Customer or
                    End-User within the thirty (30) day period, Company's right
                    to discontinue or terminate Service is invalidated.

          21.1.5    This Agreement may be terminated by the Company pursuant to
                    Section 4.1.

    21.2  By the Customer.

          This Agreement may be terminated by the Customer pursuant to Section
          4.1. In addition, Customer shall have the right to terminate this
          Agreement upon thirty (30) days written notice should the Service,
          through no fault of Customer, be unavailable or materially delayed or
          otherwise interrupted for an aggregate period of 24 hours or more
          during any 30-day period. Subject to Exhibit 3, the Customer is
          responsible for payment of all charges incurred or accrued during the
          Initial Contract Period and any extension thereof through the date of
          any such termination other than for the time that the Service was
          unavailable or materially delayed.

22. Assignment.

    Upon fifteen (15) days' written notice to the Customer, the Company may
    assign all of its rights, duties and obligations under this Agreement. This
    Agreement may not be assigned or transferred by the Customer, in whole or in
    part, without the prior written consent of the Company, not to be
    unreasonably withheld, except, however, that Customer shall have the right
    to assign its rights, obligations and privileges hereunder to a merger
    partner, successor in business, or acquirer of all or substantially all of
    Customer's stock, or equivalent equity securities business or assets without
    obtaining Company's consent to such assignment.

23. Compliance with Laws.

    This Agreement and the parties' actions under this Agreement shall comply
    with all applicable federal, state and local laws, rules, regulations, and
    court orders, and governmental agency orders, including FCC rules,
    regulations, and orders relating to resellers. If a court or governmental
    agency with proper jurisdiction determines that any provision of this
    Agreement is unenforceable, such provision will be enforced to the maximum
    extent permissible so as to effect the intent of the parties and the
    remainder of this Agreement shall continue in full force and effect.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              11

<PAGE>
24. Successors and Assigns.

    This Agreement shall be binding upon, and shall inure to the benefit of, the
    Parties and their respective employees, successors and assigns.

25. Waiver.

    No failure or delay on the part of either Party to exercise any right, power
    or remedy under this Agreement shall operate as a waiver of such right,
    power or remedy, nor shall any single or partial exercise of any right,
    power or remedy by any Party preclude the exercise of any other right, power
    or remedy. No express waiver or assent by any Party to any breach or default
    in performance of any provision of this Agreement shall constitute a waiver
    of or assent to any succeeding breach of or default in performance of the
    same or any other provision of this Agreement.

26. Entire Agreement.

    This Agreement contains the entire agreement between the Parties with
    respect to its subject matter. This Agreement (including all the attached
    Exhibits) supersedes all prior discussions and agreements between the
    Parties with respect to the subject matter of this Agreement. In the event
    of any conflict between the provisions of this Agreement and the provisions
    of any contract, service order or other document used by the Company or
    submitted by the Customer, the provisions of this Agreement shall control.
    This Agreement cannot be modified or amended except by a written instrument
    signed by both Parties, except as set forth herein.

27. Multiple Counterparts.

    The original and one or more copies of this Agreement may be executed by the
    Parties. All such executed copies shall have the same force and effect as
    the executed original, and all such counterparts, taken together, shall have
    the effect of a fully executed original.

28. Notices.

    Any notice or demand given in connection with this Agreement shall be
    sufficiently delivered if sent by personal delivery or certified mail return
    receipt requested or overnight service addressed to Company as:

          Ameritech Mobile Communications, LLC
          Attention: Vice President - Marketing
          2000 West Ameritech Center Drive
          Hoffman Estates, IL 60195-5000

    with a copy to:

          Ameritech Mobile Communications, LLC
          Attention: Legal Department, #3H78
          2000 West Ameritech Center Drive
          Hoffman Estates, IL 60195-5000



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              12

<PAGE>



    and to Customer as:

          At Road, Inc.
          47200 Bayside Parkway
          Fremont, CA 94538
          Attention: Director of Carrier Sales
          tleiby@road-inc.com

    with a copy to:

          At Road, Inc.
          47200 Bayside Parkway
          Fremont, CA 94538
          Attention: Legal Department
          jabalos@road-inc.com

    (or to such other address as either Party may designate in writing from time
    to time). Notice shall be deemed given upon receipt.

29. Headings.

    The headings and captions used throughout this Agreement are for reference
    and convenience only and shall neither be deemed a part of this Agreement
    nor affect the meaning or construction of any provision of this Agreement.

30. Governing Law and Choice of Forum.

    This Agreement is made and delivered in the State of Illinois, and shall be
    governed by, construed and enforced in accordance with Illinois law. Any
    lawsuit related to this Agreement or the activities contemplated by this
    Agreement may only be brought in, and the parties consent to the
    jurisdiction of, the United States District Court for the Northern District
    of Illinois (if Federal jurisdiction applies) or in the Circuit Court of
    Cook County, Illinois.

31. Survival.

    The Parties' obligations under this Agreement which by their nature are
    intended to continue beyond the termination or expiration of this Agreement
    shall survive the termination or expiration of this Agreement.

    EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO, PERFORM, AND EXECUTE
    THIS AGREEMENT, AND EACH PERSON SIGNING THIS AGREEMENT ON BEHALF OF EITHER
    PARTY HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO AND EXECUTE
    THIS AGREEMENT.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              13

<PAGE>
IN WITNESS WHEREOF, the Company and the Customer have caused this Agreement to
be executed by duly authorized corporate officers on the date written below.


CUSTOMER:                                COMPANY:

AT ROAD, INC.                            AMERITECH MOBILE COMMUNICATIONS, LLC

By: /s/ KRISH PANU                       By: /s/ SHELLEY GOODMAN
   ------------------------------           ----------------------------------
Name: /s/ Krish Panu                     Name: Shelley Goodman
     ----------------------------             --------------------------------
Title: President                         Title: General Manager Business Sales
      ---------------------------              -------------------------------

Address: 47200 Bayside Parkway           Address: 2000 W. Ameritech Center Drive
         Fremont, CA 94538                        Hoffman Estates, IL 60195



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              14

<PAGE>
                      EXHIBIT 1: INTEROPERABILITY CARRIERS

                           Interoperability Carriers:

                                      AT&T

                                     VERIZON

                                     ALLTEL








                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              15

<PAGE>
                          EXHIBIT 2: CDPD SERVICE AREA




                               CDPD Service Area:

                                Cincinnati, Ohio

                                  Dayton, Ohio

                                 Columbus, Ohio

                                Detroit, Michigan





See specific Company Cellular Digital Packet Data radio system coverage maps.
Range and coverage on maps are estimated.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.

                                                                              16

<PAGE>
                             EXHIBIT 3: PRICING PLAN

RATE: Customer will be billed monthly for data sent and received in the billing
period. The monthly minimum usage charge will be billed in advance. Usage will
be billed in arrears per Section III below. All Customer's home (non-visiting)
Usage with IP Addresses on Cellular System and Cellular Digital Packet Data
Network which are majority owned, or operated, by direct affiliates of Company's
general partner will be billed in accordance with Section III below.

II. TERMS AND CONDITIONS OF RATES AND CHARGES

    A. Payment of Charges:

       1)  The Customer is responsible for payment of all Service charges
           including, but not limited to, Usage charges for all transmissions
           sent from or received by the Customer's or End User's Mobile End
           System and all other charges billed to the Customer's IP Address(es).

       2)  A late payment charge ("Late Fee") equal to the lesser of: (a) 1.5%
           per month or (b) the highest amount allowed by law will be imposed on
           any unpaid balance remaining when any bill is not paid in full within
           thirty (30) days after transmittal thereof, unless the Customer
           provides the Company with the dispute notice described below. The
           Late Fee charge will be applied on the thirty-first (31st) day, to
           any unpaid balance carried forward, and will be imposed on each and
           every subsequent bill, until any outstanding balance is paid in full.

           If the Customer disputes any part of any bill, then in order to avoid
           incurring a Late Fee on the disputed amount(s), the Customer must
           provide the Company with a written notice of the dispute on or before
           the bill's original due date. The notice must identify each disputed
           item and state the reason why the item is disputed. The Late Fee will
           abate from the date the notice is received until the date of the
           Company's written response.

       3)  A charge of $25.00 will apply for each check, draft or similar
           negotiable instrument returned to the Company for any reason. This
           charge is in addition to any applicable Late Fee.

       4)  The Customer must pay all charges incurred by the Customer and/or any
           End User in connection with roaming service. Rates and charges for
           roaming service are determined by the wireless data interoperability
           carrier.

    B. Calculation of Charges: CDPD usage charges are incurred when data is sent
       or received by the MES. Prices are based on the volume of data
       transmitted or received, including user data and network overhead, as set
       out in this Exhibit.

    C. Contract Period: The Initial Contract Period and Renewal Periods for this
       Agreement will be as set forth in Section 4 of the Agreement. Neither the
       Initial Contract Period nor the subsequent Renewal Period(s), if any,
       will be affected by any change in the IP Address(es) assigned to a line
       in Service.

    D. Rates for Fractional Periods: If the Customer receives Service during any
       fractional part of a month, a proportionate part of the monthly access
       charge based on the actual number of days in which Service is provided
       will apply. For the purpose of determining such fractions, every month is
       considered to have 30 days.

    E. Adjustments for Taxes, Fees, etc.: Except for taxes generally imposed on
       corporations, the Company's rate schedules do not include any taxes,
       fees, or other like charges imposed by or for any municipal corporation
       or other political subdivision or government agency against the Company,
       its property or its operation. All applicable taxes, fees, or like
       changes with respect to Service shall be billed directly to the



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              17

<PAGE>
       Customer by the Company, unless the Customer shall have provided the
       Company a reseller exemption certificate in a form acceptable to the
       appropriate taxing authority.

    F. Billing:

       1)  The Company will direct all billing under this Agreement to the
           Customer. No bills will be directed to any End User. The Customer
           will receive a monthly printed bill in an electronic format to be
           mutually agreed upon by the parties. In addition, the Customer may
           request detailed usage for each IP Address in printed form. Company
           will ship all printed format pre-paid to Customer or preferred via
           electronic transmission.

       2)  Company shall not be liable for any inaccuracies in the visiting
           charges to Customer or other inaccuracies over which Company has no
           control. Customer expressly acknowledges that some charges incurred
           in a billing cycle may not appear on the invoice for such billing
           cycle and that such charges will appear on subsequent invoices.
           Customer is responsible for payment of any and all charges that are
           delayed or appear on subsequent invoices. Customer shall notify
           Company of any defects in the invoice within thirty (30) days of
           receipt. Nothing herein shall affect Company's right to amend,
           modify, change or otherwise update its billing cycle or billing
           systems after ninety (90) days prior written notice to Customer.



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              18

<PAGE>
III.  PRICE PLAN:

Unlimited--[*]

3 Megabyte/Month per IP and [*] overage charge--[*]

1 Megabyte/Month per IP and [*] overage charge--[*]
500K Month per IP and [*] overage charge--[*]


ROAMING CHARGES

[*]



























                            Private and Confidential
   Except as set forth herein, the information contained herein shall not be
  disclosed to unauthorized persons. It is meant solely for use by authorized
  Ameritech Mobile Communications, LLC and Customer and employees and persons
                    employed, retained or consulted by them.




                                                                              19

[*] Confidential material redacted and filed separately
    with the SEC.
<PAGE>
                                   EXHIBIT 4-1

[AMERITECH LOGO]

                  Reseller's Certificate of Exemption from Tax

Place a check mark [X] in the appropriate box to indicate the tax(es) to be
exempted and complete the bottom portion of this certificate. Respective taxes
will be charged for the box(es) that remain unchecked. In order to validate this
certificate of exemption for Michigan, the Michigan Sales Tax License Number has
been requested. This certificate of exemption will remain invalid for Michigan
unless the license number is provided.

The undersigned certifies that the company named below is purchasing
telecommunication services and/or related tangible personal property from
Detroit SMSA Limited Partnership (the "Seller") for the exclusive purpose of
resale at retail and said services and/or related tangible personal property are
exempt from the tax(es) indicated below.

[ ] FEDERAL EXCISE TAX

    The undersigned certifies that the communication services furnished by the
    Seller will be used exclusively in the rendering of a communication service
    upon which tax is imposed by Section 4251 of the Internal Revenue Code. It
    is understood that no tax will be collected by the Seller on charges for
    said services, and that it will be the responsibility of the company named
    below to collect such tax as may be due from its customers and to remit it
    to the Internal Revenue Service.

[ ] MICHIGAN SALES AND USE TAX

    The undersigned certifies that the company named below is engaged in the
    business of providing telecommunication services and/or selling tangible
    personal property related to the provision of telecommunication services in
    the State of Michigan. The company named below is a registered taxpayer
    pursuant to the Michigan Sales Tax Law and the telecommunication services
    and/or related tangible personal property provided by the Seller will be
    resold in the normal course of business. It is understood that no tax will
    be collected by the Seller on charges for telecommunication services and/or
    sales of related tangible personal property. It will be the responsibility
    of the company named below to collect such tax as may be due from its
    customers and to remit it to the Michigan Department of Treasury. In the
    event that the telecommunication services and/or related tangible personal
    property are not resold, the company named below is required by the Michigan
    Sales Tax Law to report and pay tax directly



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
      by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              20

<PAGE>



    to the Michigan Department of Taxation. The tax will be measured by the
    purchase price of such telecommunication services and/or related tangible
    personal property.




-------------------------------------------
Michigan Sales Tax License Number

This is a blanket exemption certificate of exemption and remains in force for
three (3) years from the date of signature (unless an earlier expiration date is
listed) or until revoked in writing by the company named below or by the
Michigan Department of Treasury.



----------------------------           --------------------------------------
Company (Reseller's) Name              Name of Authorized Representative


----------------------------           --------------------------------------
Address                                Signature


----------------------------           --------------------------------------
City, State, Zip                       Title


----------------------------
Date


                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.



                                                                              21

<PAGE>
                                   EXHIBIT 4-2

[AMERITECH LOGO]

                  Reseller's Certificate of Exemption from Tax

Place a check mark [X] in the appropriate box to indicate the tax(es) to be
exempted and complete the bottom portion of this certificate. Respective taxes
will be charged for the box(es) that remain unchecked. In order to validate this
certificate of exemption for Ohio, the Ohio Vendor's License Number has been
requested. This certificate of exemption will remain invalid for Ohio unless the
license number is provided.

The undersigned certifies that the company named below is purchasing
telecommunication services and/or related tangible personal property from
Cincinnati SMSA Limited Partnership (the "Seller") for the exclusive purpose of
resale and said services are exempt from the tax(es) indicated below.

[ ] FEDERAL EXCISE TAX

    The undersigned certifies that the communication services furnished by the
    Seller will be used exclusively in the rendering of a communication service
    upon which tax is imposed by Section 4251 of the Internal Revenue Code. It
    is understood that no tax will be collected by the Seller on charges for
    said services, and that it will be the responsibility of the company named
    below to collect such tax as may be due from its customers and to remit it
    to the Internal Revenue Service.

[ ] OHIO SALES AND USE TAX

    The undersigned certifies that the company named below is engaged in the
    business of providing telecommunication services and/or selling tangible
    personal property related to the provision of telecommunication services in
    the State of Ohio. The company named below is a registered taxpayer pursuant
    to the Ohio Sales and Use Tax Law and the telecommunication services and/or
    related tangible personal property provided by the Seller will be resold in
    the normal course of business. It is understood that no tax will be
    collected by the Seller on charges for said services and/or sales of related
    tangible personal property. It will be the responsibility of the company
    named below to collect such tax as may be



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              22

<PAGE>
    due from its customers and to remit it to the Ohio Department of Taxation.
    In the event that the telecommunication services and/or tangible personal
    property are not resold, the company named below is required by the Ohio
    Sales and Use Tax Law to report and pay tax directly to the Ohio Department
    of Taxation. The tax will be measured by the purchase price of such
    telecommunication services and/or related tangible personal property.



-------------------------------
Ohio Vendor's License Number

This is a blanket exemption certificate and remains in force until revoked in
writing by the company named below or by the Ohio Department of Taxation.


----------------------------           --------------------------------------
Company (Reseller's) Name              Name of Authorized Representative


----------------------------           --------------------------------------
Address                                Signature


----------------------------           --------------------------------------
City, State, Zip                       Title


----------------------------
Date



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
       by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              23

<PAGE>
                                   EXHIBIT 4-3

[AMERITECH LOGO]

                            CERTIFICATE OF EXEMPTION

                             FROM FEDERAL EXCISE TAX

I certify that the telecommunication services purchased by
____________________________ will be used exclusively in the rendering of
telecommunication services upon which tax is imposed by Section 4251 of the
Internal Revenue Code. I further certify that ____________________________ is in
the business of providing telecommunication services to end-user customers and
assumes the responsibility for collection of federal excise tax as may be due
and will remit such tax to the Internal Revenue Service. This certificate is
valid until rescinded in writing.


Name and Address of Purchaser/Reseller:





Attention:
          -----------------------------

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

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

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

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

            (Signature)

Title:
      ---------------------------------

Date:
     ----------------------------------



                            Private and Confidential
    Except as set forth herein, the information contained herein shall not be
          disclosed to unauthorized persons. It is meant solely for use
      by authorized Ameritech Mobile Communications, LLC and Customer and
         employees and persons employed, retained or consulted by them.


                                                                              24


</TEXT>
</DOCUMENT>
