854398--12/18/2009--XATA_CORP

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{tax, income, asset}

{property, intellectual, protect}

{acquisition, growth, future}

{regulation, change, law}

{system, service, information}

{customer, product, revenue}

{provision, law, control}

{stock, price, share}

{product, market, service}

We are dependent on key personnel and contract manufacturers. We are dependent on proprietary technology. We depend on wireless communication networks owned and controlled by others. Our products may quickly become obsolete. Third parties may claim we infringe their intellectual property rights. Our acquisition of Turnpike is accompanied by a variety of risks, any of which may adversely affect JDSTG and Trident Capital, who are represented on our Board of Directors, individually and together own enough stock to exert significant influence over XATA. We may need additional capital. If our common share price decreases to a level such that the fair value of our net assets is less than the carrying value of our net assets, we may be required to record additional significant non-cash charges associated with goodwill impairment. Fair value assessments of our intangible assets required by GAAP may require us to record significant non-cash charges associated with intangible asset impairment. We may issue additional stock without shareholder consent. Our directors liability is limited under Minnesota law and under certain agreements. We face burdens relating to the recent trend toward stricter corporate governance and financial

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854398--12/18/2009--XATA_CORP_/MN/