[SYMBOL LOGO]

AGREEMENT WITH INTEGRATOR

[X] VERTICAL INTEGRATOR

[   ] HARDWARE INTEGRATOR

[   ] SOLUTIONS INTEGRATOR

==================================================================ATTACHMENTS:

SCHEDULE A ADDITIONAL TERMS& CONDITIONS OF SALE

SCHEDULE B MUTUAL NON-DISCLOSURE AGREEMENT

SCHEDULE C PRODUCT& DISCOUNT SCHEDULE

==================================================================

THIS INTEGRATOR AGREEMENT (THE, "AGREEMENT", BETWEEN SYMBOL TECHNOLOGIES, INC. ("SYMBOL"; "SELLER"), ITS PRINCIPAL ADDRESS AT ONE SYMBOL PLAZA, HOLTSVILLE, NEW YORK, 11742-1300, AND AT ROAD, INC. ("INTEGRATOR"; "BUYER"), ITS PRINCIPAL ADDRESS AT 47200 BAYSIDE PARKWAY, FREMONT, CALIFORNIA, 94538, INCLUSIVE OF ALL ATTACHED SCHEDULES, SETS FORTH THE CONDITIONS BY WHICH INTEGRATOR MAY PURCHASE AND REMARKET SYMBOL PRODUCTS SOLELY TO END-USERS.

1.0 DEFINITIONS. THE FOLLOWING TERMS ARE USED IN THE AGREEMENT AND SHALL MEAN THE FOLLOWING:

1.1 "PRODUCT" OR "PRODUCTS." HARDWARE AND LICENSED SOFTWARE PURCHASED FROM SYMBOL BY INTEGRATOR, IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREIN, FOR RESALE TO END-USERS.

1.2 "INTEGRATOR" RESELLER AUTHORIZED BY THIS AGREEMENT TO RESELL SYMBOL PRODUCTS TO END USERS. AN INTEGRATOR IS FURTHER DEFINED AS ONE OF THE FOLLOWING:

1.2.1 "VERTICAL INTEGRATOR." A SYMBOL INTEGRATOR THAT OFFERS A SUITE OF VERTICAL MARKET APPLICATIONS TO PRODUCT END-USERS AND HAS PROVEN EXPERTISE IN ONE OR MORE VERTICAL MARKETS SPECIFIED IN SYMBOL'S INTEGRATOR PROGRAM GUIDELINES.

1.2.2 "HARDWARE INTEGRATOR." A SYMBOL INTEGRATOR THAT OFFERS AUTOMATIC IDENTIFICATION APPLICATIONS TO PRODUCT END-USERS INCLUDING HARDWARE INTEGRATION SERVICES.

1.2.3 "SOLUTIONS INTEGRATOR. "A SYMBOL INTEGRATOR THAT OFFERS INTEGRATION SERVICES FOR NETWORK AND VERTICAL APPLICATIONS INCLUDING SOFTWARE DEVELOPMENT SERVICES FOR INTEGRATION OF AUTOMATIC IDENTIFICATION AND RADIO FREQUENCY SOLUTIONS INTO ENTERPRISE SYSTEMS.

2.0 SCOPE. SYMBOL GRANTS THE INTEGRATOR A NON-EXCLUSIVE RIGHT TO PURCHASE PRODUCTS AND LICENSED SOFTWARE, AT DISCOUNTS SET FORTH IN THE ATTACHED SCHEDULE C, FOR RESALE DIRECTLY TO THE INTEGRATOR'S END-USER CUSTOMERS LOCATED WITHIN NORTH AMERICA. INTEGRATOR SHALL NOTIFY SYMBOL OF ITS INTENT TO RESELL PRODUCT TO A CUSTOMER OUTSIDE OF NORTH AMERICA. INTEGRATOR'S PARTICIPATION IN THE SYMBOL MULTINATIONAL PROGRAM IS SUBJECT TO SYMBOL'S REVIEW AND WRITTEN APPROVAL.

2.1 INTEGRATOR SHALL NOT RESELL PRODUCT TO OR THROUGH AGENTS OR THROUGH OUTLETS, CATALOGUES, MAIL ORDER AND TELEMARKET RESELLERS.

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