SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Under rule 14a-12

AT ROAD, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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AT ROAD, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 24, 2001

The Annual Meeting of Stockholders (the "Annual Meeting") of At Road, Inc.,
a Delaware corporation (the "Company"), will be held at the principal
executive offices of the Company, located at 47200 Bayside Parkway, Fremont,
CA 94538 on Thursday, May 24, 2001, at 11:00 a.m., local time, for the
following purposes:

1. To elect two (2) directors to the Company's Board of Directors to serve
until the 2004 Annual Meeting;

2. To ratify the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the year ending December 31, 2001;

3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.

The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part
of this Notice.

The Board of Directors has fixed the close of business on April 3, 2001 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card
as promptly as possible in the postage-prepaid envelope provided to ensure
your representation and the presence of a quorum at the Annual Meeting. If you
send in your proxy card and then decide to attend the Annual Meeting to vote
your shares in person, you may still do so. Your proxy is revocable in
accordance with the procedures set forth in the Proxy Statement.

By Order of the Board of Directors,
/s/ James D. Fay
James D. Fay
Secretary

April 27, 2001
Fremont, California

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED
EXPENSE OF RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND
SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

THANK YOU FOR ACTING PROMPTLY.

AT ROAD, INC.
47200 Bayside Parkway
Fremont, CA 94538

PROXY STATEMENT

General

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of At Road, Inc., a Delaware corporation
(the "Company"), of proxies in the enclosed form for use in voting at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
principal executive offices of the Company, located at 47200 Bayside Parkway,
Fremont, CA 94538 on Thursday, May 24, 2001, at 11:00 a.m., local time, and
any adjournment or postponement thereof.

This Proxy Statement, the enclosed proxy card and the Company's Annual
Report to Stockholders for the year ended December 31, 2000, including
financial statements, were first mailed to stockholders entitled to vote at
the meeting on or about April 27, 2001.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (Attention:
Secretary of the Board of Directors) a written notice of revocation or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.

Record Date; Voting Securities

The close of business on April 3, 2001 has been fixed as the record date
(the "Record Date") for determining the holders of shares of Common Stock of
the Company entitled to notice of and to vote at the Annual Meeting. At the
close of business on the Record Date, the Company had approximately
46,161,086 shares of Common Stock outstanding and held of record by
approximately 176 stockholders.

Voting and Solicitation

Each outstanding share of Common Stock on the Record Date is entitled to
one vote on all matters. Shares of Common Stock may not be voted cumulatively.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of the
Company's transfer agent. The Inspector will also determine whether or not a
quorum is present. The nominees for election as directors at the Annual
Meeting will be elected by a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the meeting. All other
matters submitted to the stockholders will require the affirmative vote of a
majority of shares present in person or represented by proxy at a duly held
meeting at which a quorum is present, as required under Delaware law for
approval of proposals presented to stockholders. In general, Delaware law also
provides that a quorum consists of a majority of the shares entitled to vote
and present in person or represented by proxy. The Inspector will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and as negative votes for purposes of
determining the approval of any matter submitted to the stockholders for a
vote.

Any proxy which is returned using the form of proxy enclosed and which is
not marked as to a particular item will be voted FOR the election of
directors, FOR ratification of the appointment of the designated independent
auditors, and as the proxy holders deem advisable on other matters that may
come before the meeting, as the case may be with respect to the item not
marked. If a broker indicates on the enclosed proxy or its substitute that it
does not have discretionary authority as to certain shares to vote on a
particular matter ("broker non-votes"), those shares will not be considered as
present with respect to that matter. The Company

believes that the tabulation procedures to be followed by the Inspector are
consistent with the general requirements of Delaware law concerning voting of
shares and determination of a quorum.

The solicitation of proxies will be conducted by mail and the Company will
bear all attendant costs. These costs will include the expense of preparing
and mailing proxy solicitation materials for the Annual Meeting and
reimbursements paid to brokerage firms and others for their expenses incurred
in forwarding solicitation materials regarding the Annual Meeting to
beneficial owners of the Company's Common Stock. The Company may conduct
further solicitation personally, telephonically or by facsimile through its
officers, directors and employees, none of whom will receive additional
compensation for assisting with the solicitation.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

At the Annual Meeting, the stockholders will elect two (2) directors to
serve on the Company's Board of Directors until the 2004 Annual Meeting of
Stockholders or until their respective successors are elected and qualified.
In the event any nominee is unable or unwilling to serve as a director at the
time of the Annual Meeting, the proxies may be voted for the balance of those
nominees named and for any substitute nominee designated by the present Board
or the proxy holders to fill such vacancy, or for the balance of the nominees
named without nomination of a substitute, or the size of the Board may be
reduced in accordance with the Bylaws of the Company. The Board has no reason
to believe that any of the persons named below will be unable or unwilling to
serve as a nominee or as a director if elected.

Assuming a quorum is present, the two (2) nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of the Company for the ensuing year. Unless marked
otherwise, proxies received will be voted FOR the election of each of the two
(2) nominees named below. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all proxies
received by them in such a manner as will ensure the election of as many of
the nominees listed below as possible, and, in such event, the specific
nominees to be voted for will be determined by the proxy holders.

The names of the nominees, their ages as of March 31, 2001 and certain
other information about them are set forth below:

Name of Nominee Age Principal Occupation Director Since
--------------- --- -------------------- --------------

Krish Panu.............. 43 Chairman of the Board, Chief February 1999
Executive Officer and
President, At Road, Inc.

T. Peter Thomas......... 54 Managing Director, September 1998
Institutional
Venture Management

There are no family relationships among any of the directors or executive
officers of the Company.

Krish Panu has served as the Company's Chief Executive Officer, President
and as a director of the Company since February 1999 and Chairman of the Board
since December 1999. Prior to joining the Company, he served as Vice President
and General Manager of the Logic Products division of Atmel Corporation, a
manufacturer of advanced semiconductors. He held various senior management
positions at Atmel Corporation from August 1991 to November 1998. From
September 1989 to August 1991, he held the position of Vice President of Sales
and Marketing at Catalyst Semiconductor, a manufacturer of non-volatile memory
products. Mr. Panu also serves on the boards of directors of two privately
held companies. Mr. Panu holds a B.S. in Electrical Engineering, an M.S. in
Computer Engineering and an M.B.A. from Wayne State University.

T. Peter Thomas has served as a director of the Company since September
1998. Since November 1985, Mr. Thomas has been a Managing Director of
Institutional Venture Management, a venture capital firm. Mr. Thomas also
serves as a director of Atmel Corporation and Transmeta Corporation. Mr.
Thomas holds a B.S. in Electrical Engineering from Utah State University and
an M.S. in Computer Science from the University of Santa Clara.

Meetings and Committees of the Board of Directors

During the period from January 1, 2000 through December 31, 2000 (the "last
fiscal year"), the Board met eight times and, except for director Kris
Chellam, who attended five of the meetings of the entire Board, no director
attended fewer than 75% of the aggregate number of meetings of the Board and
meetings of the committees of the Board on which he serves. The Board has an
Audit Committee and a Compensation Committee. The Board does not have a
nominating committee or a committee performing the functions of a nominating
committee. A nomination for a director made by a stockholder must be submitted
to the Secretary of

the Board of Directors at the address of the Company's executive offices set
forth above on or before February 24, 2002.

Nominations that are intended to be included in the Company's Proxy
Statement for the 2002 Annual Meeting must be submitted no later than December
19, 2001. See "Deadline for Receipt of Stockholder Proposals for 2002 Annual
Meeting."

The Audit Committee consists of directors Kris Chellam, Andrew Sheehan, T.
Peter Thomas, three of the Company's non-employee directors, and held three
meetings during the last fiscal year. The Audit Committee recommends the
engagement of a firm to audit the financial statements of the Company and
monitors the effectiveness of the audit effort, the Company's financial and
accounting organization and its system of internal accounting controls.

The Compensation Committee consists of directors Stuart Phillips, Andrew
Sheehan and T. Peter Thomas, and held two meetings during the last fiscal
year. Its functions are to establish and administer the Company's policies
regarding annual executive salaries and cash incentives and long-term equity
incentives.

Board Compensation

Except for reimbursement for reasonable travel expenses relating to
attendance at board meetings and the grant of stock options, directors are not
compensated for their services as directors. The Company's directors are
eligible to participate in the Company's 1996 stock option plan and 2000 stock
option plan. Messrs. Thomas, Phillips, Chellam and Sheehan, the Company's non-
employee directors, received options to purchase 37,500, 37,500, 82,500 and
25,000 shares of Common Stock, respectively, under the 1996 stock option plan
in 1999 and 2000. Beginning in 2000, directors who are employees of the
Company may be eligible to participate in the Company's 2000 employee stock
purchase plan and directors who are not employees of the Company are eligible
to participate in the Company's 2000 directors' stock option plan.

Recommendation of the Board:

THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Deloitte & Touche LLP has served as the Company's independent auditors
since 1998 and has been appointed by the Board to continue as the Company's
independent auditors for the year ending December 31, 2001. In the event that
ratification of this selection of auditors is not approved by a majority of
the shares of Common Stock voting at the Annual Meeting in person or by proxy,
the Board will reconsider its selection of auditors.

A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting. This representative will have an opportunity to make a
statement and will be available to respond to appropriate questions.

Recommendation of the Board:

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2001.

MANAGEMENT

Our executive officers and directors and their ages as of March 31, 2001
are as follows:

Name Age Position(s)
---- --- ----------

Krish Panu.............. 43 Chairman of the Board, Chief Executive Officer and President
Rodric Fan.............. 56 Director and Chief Technology Officer
Thomas Hoster........... 50 Chief Financial Officer and Vice President, Finance and Administration
Thomas Allen............ 47 Chief Information Officer and Senior Vice President
David Manovich.......... 49 Chief Operating Officer and Senior Vice President
Kris Chellam............ 50 Director
Stuart Phillips......... 43 Director
Andrew Sheehan.......... 43 Director
T. Peter Thomas......... 54 Director

Rodric Fan founded the Company and has been one of the Company's directors
since August 1996. Since September 1998, Mr. Fan has served as the Company's
Chief Technology Officer, and from August 1996 to September 1998, he served as
the Company's Chief Executive Officer and President. From May 1993 to August
1996, Mr. Fan was the Technical Director for GPS-related projects and Global
Star Satellites, and from May 1989 to May 1993 he was the Manager of the
Satellite Orbit Control Division, at Space Systems Loral, a producer of
commercial communications and weather satellites. Mr. Fan holds a B.E.S. in
Electrical Engineering from Brigham Young University and an M.S. in Electrical
Engineering specializing in the areas of data communications from Northwestern
Polytec University.

Thomas Hoster has served as the Company's Vice President, Finance and
Administration and Chief Financial Officer since November 1999. Prior to
joining the Company, Mr. Hoster was Senior Vice President and Chief Financial
Officer of GetSmart, an on-line provider of consumer financial services, from
May 1998 to March 1999. Prior to GetSmart, Mr. Hoster was Chief Financial
Officer of ClickAction, a provider of e-mail marketing services, formerly
known as MySoftware Company, from June 1996 to May 1998. Prior to that, Mr.
Hoster held several finance and administration positions at Octel
Communications, a voice messaging company, from December 1989 to June 1996.
Mr. Hoster has a B.S.E. in Electrical Engineering from Princeton University
and an M.B.A. from Stanford University.

Thomas Allen has served as the Company's Vice President, Information
Technology and Management Systems from August 1999 to July 2000 and as the
Company's Chief Information Officer and Senior Vice President since August
2000. From June 1999 to August 1999, Mr. Allen served as Director of
Operations of IPass, an Internet services company. From January 1996 to June
1999, Mr. Allen served as Vice President of Network Engineering at Visa
International, a payment card company. From March 1983 to August 1995, Mr.
Allen served as General Manager at Southern California Edison, an electric
utility company. Mr. Allen holds a B.S. in Industrial Engineering from State
University of New York at Buffalo, an M.B.A. from San Jose State University
and a Certificate in Executive Management from the Peter F. Drucker Management
Center at the Claremont Graduate University.

David Manovich has served as the Company's Vice President, Sales from
August 1999 to June 2000 and as the Company's Chief Operating Officer and
Senior Vice President since July 2000. Prior to joining the Company, Mr.
Manovich served as Partner at Union Atlantic, an investment banking consulting
firm, from January 1998 to August 1999. From October 1985 to January 1996 and
from March 1997 to January 1998, Mr. Manovich worked at Apple Computer, a
personal computer technology company, serving as Executive Vice President of
Worldwide Sales and Service, Senior Vice President of International Sales,
Vice President of Retail/Consumer Sales, Director of Business Markets and
Country Manager--UK and Ireland, and Director of U.S. Channel Sales. From
March 1996 to March 1997, Mr. Manovich worked at Fujitsu PC Corporation, a
personal computer manufacturing company, serving as Vice President of Sales.
Mr. Manovich holds a B.S. in Business Administration and an M.B.A in Finance
from the University of Montana.

Kris Chellam has served as a director of the Company since December 1999.
Since July 1998, Mr. Chellam has served as Senior Vice President, Finance and
Chief Financial Officer of Xilinx, a provider of programmable logic solutions.
Prior to joining Xilinx, he served at Atmel Corporation, a manufacturer of
advanced semiconductors, as Senior Vice President and General Manager of a
product group from March to July 1998 and as Vice President, Finance and
Administration, and Chief Financial Officer from September 1991 through March
1998. Mr. Chellam became a member of the Institute of Chartered Accountants in
England and Wales in April 1975.

Stuart Phillips has served as a director of the Company since September
1998. Since June 1997, Mr. Phillips has been a General Partner at U.S. Venture
Partners, a venture capital firm. From October 1993 to June 1997, Mr. Phillips
served as Vice President of Central Engineering at Cisco Systems, a networking
company. Mr. Phillips also serves on the boards of directors of CacheFlow, a
manufacturer of Internet caching appliances, and several privately held
companies. He holds a B.S. in Electronics from the University of Wales at
Cardiff.

Andrew Sheehan has served as a director of the Company since March 2000.
Since April 1998, Mr. Sheehan has been employed by and is a managing member of
the general partner of ABS Capital Partners III, a private equity fund. From
1985 to 1998, Mr. Sheehan held various positions at BT Alex. Brown, an
investment company, most recently as Managing Director. Mr. Sheehan is also a
director of Rainmaker Systems, a provider of electronic customer relationship
management services, and several privately held companies. Mr. Sheehan
received his B.A. from Dartmouth College and his M.B.A. from the Wharton
School of Business.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 2001 by:

. Each of the Company's directors and each of the Company's executive
officers named in the Summary Compensation Table of this Proxy Statement
(the "Named Executive Officers"),

. All directors and executive officers as a group, and

. Each person who is known by the Company to own beneficially more than 5%
of the Company's Common Stock.

Percentage of beneficial ownership is based on 46,161,086 shares of Common
Stock outstanding as of March 31, 2001, together with options that are
exercisable within sixty days of March 31, 2001 for each person.

Except as otherwise noted, the address of each person listed in the table
is c/o At Road, Inc., 47200 Bayside Parkway, Fremont, CA 94538, and the
persons listed in the table have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission ("SEC")
and includes voting and investment power with respect to the shares.

Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned Common Stock
- ------------------------ ------------------ ------------

Krish Panu(1)................................. 3,385,000 7.3%

Institutional Venture Partners(2)............. 8,170,512 17.7
3000 Sand Hill Road, Bldg. 2, Suite 290
Menlo Park, California 94025

U.S. Venture Partners(3)...................... 7,718,513 16.7
2180 Sand Hill Road, Suite 300
Menlo Park, California 94025

ABS Capital Partners III, L.P.(4)............. 2,880,769 6.2
1 South Street, 25th Floor
Baltimore, Maryland 21202

Admirals, L.P.(5)............................. 2,576,922 5.6
c/o Galleon Management, 135 E. 57th Street,
26th Floor
New York, New York 10022

Orient Semiconductor Electronics Ltd.(6)...... 2,557,062 5.5
c/o Edmond Tseng, 2700 Augustine Dr., #140
Santa Clara, California 95054

Rodric Fan(7)................................. 2,402,250 5.2

Thomas Hoster(8).............................. 352,500 *

Thomas Allen(9)............................... 173,750 *

David Manovich(10)............................ 387,499 *

Kris Chellam(11).............................. 172,500 *

Stuart Phillips(12)........................... 37,500 *
2180 Sand Hill Road, Suite 300
Menlo Park, California 94025

T. Peter Thomas(13)........................... 487,000 1.1
3000 Sand Hill Road, Bldg. 2, Suite 290
Menlo Park, California 94025

Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned Common Stock
------------------------ ------------------ ------------

Andrew Sheehan(14)............................ 25,000 *
1 South Street, 25th Floor
Baltimore, Maryland 21202

All directors and executive officers as a
group (9 persons)(15)........................ 25,743,293 55.8

- --------
* Less than one percent of the outstanding shares of Common Stock.

(1) Represents 100,000 shares held by Latha K. Nagarajan, as Trustee of the
Krish Panu Grantor Retained Annuity Trust, 100,000 shares held by Latha
K. Nagarajan, as Trustee of the Nina Panu Grantor Retained Annuity Trust,
3,175,000 shares held by Krish Panu and Nina Panu, Trustees of the Krish
and Nina Panu 2000 Family Trust, 5,000 shares held by Tara Panu and 5,000
shares held by Nikhil Panu.

(2) Includes 100,601 shares held by IVM Investment Fund, VIII, LLC, 7,539,412
shares held by Institutional Venture Partners, VIII, L.P., 25,138 shares
held by IVM Investment Fund VIII-A, LLC, 55,861 shares held by IVP
Founders Fund I, L.P., 12,000 shares held by Jacqueline Stewart directly
and by retirement plan and 437,500 shares held by T. Peter Thomas. T.
Peter Thomas, a director of the Company, Samuel Colella, Reid Dennis, R.
Thomas Dyal, Timothy Haley, Ruthann Quindlen, Rebecca Robertson, L. James
Strand, William Tai and Geoffrey Yang are managing directors of the
general partner or managing members of each of these entities and share
voting and dispositive power with respect to the shares held by each such
entity. Each managing director or member disclaims beneficial ownership
of these shares except to the extent of his or her pecuniary interest.

(3) Includes 6,323,586 shares held by U.S. Venture Partners V, L.P. (USVP V),
154,576 shares held by USVP V Entrepreneur Partners, L.P. (EP V), 351,310
shares held by USVP V International, L.P. (V Intl), and 196,734 shares
held by 2180 Associates Fund V, L.P. (2180 V). Presidio Management Group
V, L.L.C. (PMG V) is the general partner of each of USVP V, EP V, V Intl,
and 2180 V. Stuart G. Phillips, a director of the Company, Irwin
Federman, Jason E. Green, Steven M. Krausz, Philip M. Young, and Jonathan
D. Root are the managing members of PMG V, and may be deemed to share
voting and dispositive power by consensus with respect to the shares held
by each of USVP V, EP V, V Intl and 2180 V.

Also includes 664,616 shares held by U.S. Venture Partners VII, L.P. (USVP
VII), 6,922 shares held by USVP Entrepreneur Partners VII-A, L.P. (EP VII-
A), 6,922 shares held by USVP Entrepreneur Partners VII-B, L.P. (EP VII-
B), and 13,847 shares held by 2180 Associates Fund VII, L.P. (2180 VII).
Presidio Management Group VII, L.L.C. (PMG VII) is the general partner of
each of USVP VII, EP VII-A, EP VII-B, and 2180 VII. Stuart G. Phillips, a
director of the Company, Irwin Federman, Winston Fu, Jason E. Green,
Steven M. Krausz, David Liddle, Jonathan D. Root, and Philip M. Young are
the managing members of PMG VII, and may be deemed to share voting and
dispositive power by consensus with respect to the shares held by each of
USVP VII, EP VII-A, EP VII-B, and 2180 VII. Each of PMG V, PMG VII, Irwin
Federman, Winston Fu, Jason E. Green, Steven M. Krausz, David Liddle,
Stuart G. Phillips, Jonathan D. Root, and Phillip M. Young disclaims
beneficial ownership of such shares except to the extent of their
respective pecuniary interests.

(4) Andrew Sheehan, a director of the Company, is a managing member of ABS
Capital Partners III, LLC, the general partner of ABS Capital Partners
III, L.P., which owns such shares. The general partners of ABS Capital
Partners III, L.P., Mr. Sheehan, John Stobo, Donald Hebb, Federick Bryant
and Timothy Weglicki share voting and dispositive power with respect to
these shares. Each general partner disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest.
(5) Krishen Sud and David Slaine are the general partners of Admirals, L.P.
Krishen Sud and David Slaine share voting and dispositive power with
respect to these shares.

(6) Represents 2,480,295 shares held by Orient Semiconductor Electronics Ltd.
and 76,767 shares held by Eugene C.V. Duh. Mr. Duh is a director and 10%
shareholder of Orient Semiconductor Electronics Ltd. The Board of
Directors of Orient Semiconductor Electronics Ltd., Mei-Shou Duh Yang,
Eugene C.V. Duh, Edward S. Duh, Ping-Ping Chang Chao, Kwan-Fen Wang Chan,
Teng-Kung Liu and Calvin Lee share voting and dispositive power with
respect to these shares. Each member of the Board of Directors of Orient

Semiconductor Electronics Ltd. disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest.

(7) Represents 1,082,250 shares held by Rodric C. Fan, 450,000 shares held by
Judy Fan, 675,000 shares held by R. C. Fan Management Company, L.P.,
60,000 shares held by Eric Fan, 60,000 shares held by Carey B. Fan,
60,000 shares held by David W. Fan, and 15,000 shares held by Rodric C.
Fan and Judy Fan, custodians for Dorian Falcone.

(8) Includes 5,000 shares held by Zoe Hoster, 5,000 shares held by Alexandra
Hoster and 5,000 shares held by Joan Zwiep.

(9) Includes 34,000 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001.

(10) Includes 12,499 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001.

(11) Includes 45,000 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001.

(12) Represents 37,500 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001. Excludes 7,718,513 shares held by U.S.
Venture Partners V, L.P. and its affiliates. See note (3).

(13) Includes 37,500 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001 and 12,000 shares held by Jacqueline
Stewart directly and by retirement plan. Excludes 7,721,012 shares held
by Institutional Venture Partners, VIII, L.P. and its affiliates. See
note (2).

(14) Represents 25,000 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001. Excludes 2,880,769 shares held by ABS
Capital Partners III, L.P. See note (4).

(15) Includes 191,499 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2001 and 18,320,294 shares held by affiliates
of the directors and officers of the Company.

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows the compensation received by (a) the individual
who served as the Company's chief executive officer during the year ended
December 31, 2000; (b) the four other most highly compensated individuals who
served as an executive officer of the Company during the year ended December
31, 2000; and (c) the compensation received by each such individual for the
Company's preceding fiscal year.

Summary Compensation Table

Long-Term
Compensation
Annual Compensation Awards
------------------------------ ------------
Securities
Other Annual Underlying All Other
Name & Principal Fiscal Salary Bonus Compensation Options/SARs Compensation
Position Year ($) ($) ($) (#)(2) ($)
---------------- ------ -------- -------- ------------ ------------ ------------

Krish Panu.............. 2000 $224,519 $100,000 $ -- -- $ --
Chairman of the Board,
Chief 1999 168,462 -- -- 3,000,000 --
Executive Officer and
President

Rodric Fan.............. 2000 138,956 45,000 -- -- --
Director and Chief
Technology 1999 138,910 -- -- -- --
Officer

Thomas Hoster........... 2000 182,654 50,000 -- -- --
Chief Financial Officer
and 1999 22,885 -- -- -- --
Vice President, Finance
and
Administration

Thomas Allen............ 2000 164,615 70,000 -- -- --
Chief Information
Officer and 1999 49,038 -- -- -- --
Senior Vice President

David Manovich(1)....... 2000 186,253 50,274 -- -- --
Chief Operating Officer
and Senior 1999 52,500 -- -- -- --
Vice President

- --------
(1) Mr. Manovich's employment with the Company is expected to terminate on
April 30, 2001.

(2) Does not include 375,000 shares granted to Mr. Panu and 150,000 shares
granted to Mr. Fan as restricted stock awards and which were purchased by
Mr. Panu and Mr. Fan at fair market value.

Change-of-Control Agreements

The Company has entered into an agreement with Krish Panu that provides
that following a change of control transaction, subject to limitations, the
vesting of any stock option or restricted stock held by Mr. Panu shall be
automatically fifty percent vested. Additionally, if Mr. Panu's employment is
terminated involuntarily other than for cause within twelve months following a
change of control transaction, then subject to limitations, the vesting of any
stock option or restricted stock held by Mr. Panu shall be automatically fully
vested. The Company has entered into agreements with remaining Named Executive
Officers which provide that in the event of an involuntary termination within:

. one year following a change of control transaction and the employee was
employed by the Company for less than one year prior to the change of
control transaction, the vesting of any stock option or restricted stock
held by the employee shall automatically be accelerated as though the
employee maintained his employment with the Company for twelve months
following the involuntary termination or

. one year following a change of control transaction and the employee was
employed by the Company for at least one year prior to the change of
control transaction, the vesting of any stock option or restricted stock
held by the employee shall automatically be accelerated as though the
employee maintained his employment with the Company for 24 months
following the involuntary termination.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides certain information with respect to stock
options granted to the Named Executive Officers in the last fiscal year. In
addition, as required by SEC rules, the table sets forth the hypothetical
gains that would exist for the options based on assumed rates of annual
compound stock price appreciation during the option term.

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants(1) for Option Term(2)
--------------------------------------------------- ---------------------
Number of
Securities Percent of Total
Underlying Options Granted to Exercise
Options Employees in Price Expiration
Name Granted (#) Fiscal Year (%)(3) ($/sh)(4) Date 5% ($) 10% ($)
---- ----------- ------------------ --------- ---------- ---------- ----------

Krish Panu...................... -- --% $ -- -- $ -- $ --
Chairman of the Board, Chief
Executive Officer and President

Rodric Fan...................... -- -- -- -- -- --
Director and Chief Technology
Officer

Thomas Hoster................... 50,000 1.1 1.63 12/09/2010 51,133 129,602
Chief Financial Officer and
Vice President, Finance and
Administration

Thomas Allen.................... 100,000 2.2 10.00 7/24/2010 629,330 1,595,097
Chief Information Officer and
Senior Vice President

David Manovich.................. 200,000 4.3 9.00 7/04/2010 1,132,794 2,871,175
Chief Operating Officer and
Senior Vice President

- --------
(1) Options vest 25% on the first annual anniversary of the grant date and
ratably each month over the remaining 36-month period. The options have a
10-year term, but are subject to earlier termination in connection with
termination of employment.

(2) The potential realizable value illustrates value that might be realized
upon exercise of the options immediately prior to the expiration of their
terms, assuming the specified compounded rates of appreciation of the
market price per share for the date of grant to the end of the option
term. Actual gains, if any, on stock option exercise are dependent upon a
number of factors, including the future performance of the Common Stock
and the timing of option exercises, as well as the optionees' continued
employment throughout the vesting period. There can be no assurance that
the amounts reflected in this table will be achieved.

(3) The Company granted stock options representing 4,598,450 shares to
employees in the last fiscal year.

(4) The exercise price may be paid in cash, in shares of Common Stock valued
at fair market value on the exercise date or through a cashless exercise
procedure involving a same-day sale of the purchased shares. The Company
may also finance certain option exercises by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares and
the federal and state income tax liability incurred by the optionee in
connection with such exercise.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during the year ended
December 31, 2000. In addition, the table sets forth the number of shares
covered by stock options as of the year ended December 31, 2000, and the value
of "in-the-money" stock options, which represents the positive spread between
the exercise price of a stock option and the market price of the shares
subject to such option at the end of the year ended December 31, 2000.

Number of Unexercised Value of Unexercised
Options at Fiscal Year In-the-Money Options at
Shares End (#)(1) Fiscal Year End ($)(2)
Acquired on Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------

Krish Panu.............. -- $ -- -- -- $ -- $ --
Chairman of the Board,
Chief Executive Officer
and President

Rodric Fan.............. -- -- -- -- -- --
Director and Chief
Technology Officer

Thomas Hoster........... -- -- -- 50,000 -- 31,250
Chief Financial Officer
and
Vice President, Finance
and Administration

Thomas Allen............ -- -- 55,000 300,000 87,082 316,660
Chief Information
Officer and Senior Vice
President

David Manovich.......... -- -- -- 215,000 -- 118,748
Chief Operating Officer
and
Senior Vice President

- --------
(1) No stock appreciation rights (SARs) were outstanding during the year ended
December 31, 2000.

(2) Based on the $2.25 per share closing price of the Company's Common Stock
on The Nasdaq Stock Market on the year ended December 31, 2000, less the
exercise price of the options.

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of
1934 that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following report and Stock Performance Graph shall not
be deemed to be incorporated by reference into any such filings.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following is a report of the Compensation Committee of the Board of
Directors (the "Committee") describing the compensation policies applicable to
the Company's executive officers during the year ended December 31, 2000. The
Committee is responsible for establishing and monitoring the compensation
policies and specific compensation levels for executive officers. Executive
officers who are also directors have not participated in deliberations or
decisions involving their own compensation.

Compensation Policy

Under the supervision of the Board, the Company's compensation policy is
designed to attract and retain qualified key executives critical to the
Company's growth and long-term success. It is the objective of the Board to
have a portion of each executive's compensation contingent upon the Company's
performance as well as upon the individual's personal performance.
Accordingly, each executive officer's compensation package is comprised of
three elements: (i) base salary which reflects individual performance and
expertise, (ii) variable bonus awards payable in cash and tied to the
achievement of certain performance goals that are established from time to
time for the Company and (iii) long-term stock-based incentive awards which
are designed to strengthen the mutuality of interests between the executive
officers and the Company's stockholders.

The summary below describes in more detail the factors which the Board
considers in establishing each of the three primary components of the
compensation package provided to the executive officers.

Base Salary

The level of base salary is established primarily on the basis of the
individual's qualifications and relevant experience, the strategic goals for
which he has responsibility, the compensation levels at companies which
compete with the Company for business and executive talent, and the incentives
necessary to attract and retain qualified management. Base salary is adjusted
annually to take into account the individual's performance and to maintain a
competitive salary structure. Company performance does not play a significant
role in the determination of base salary.

Cash-Based Incentive Compensation

Cash bonuses are awarded on a discretionary basis to executive officers on
the basis of their success in achieving designated individual goals and the
Company's success in achieving specific company-wide goals, such as customer
satisfaction, subscriber growth, revenue growth and earnings growth.

Long-Term Incentive Compensation

The Company has utilized its stock option plans to provide executives and
other key employees with incentives to maximize long-term stockholder values.
Awards under this plan by the Board take the form of stock options designed to
give the recipient a significant equity stake in the Company and thereby more
closely align his interests with those of the Company's stockholders. Factors
considered in making such awards include the individual's position in the
Company, his performance and responsibilities, and internal comparability
considerations.

Each option grant allows the executive officer to acquire shares of Common
Stock at a fixed price per share (the fair market value on the date of grant)
over a specified period of time (up to 10 years). The options typically vest
in periodic installments over a four-year period, contingent upon the
executive officer's continued employment with the Company. Accordingly, the
option will provide a return to the executive officer only if he remains in
the Company's service, and then only if the market price of the Common Stock
appreciates over the option term.

Compensation of the Chief Executive Officer

Krish Panu has served as the Company's President and Chief Executive
Officer since February 1999. His base salary for the year ended December 31,
2000 was $225,000.

The factors discussed above in "Base Salaries," "Cash-Based Incentive
Compensation," and "Long-Term Incentive Compensation" were also applied in
establishing the amount of Mr. Panu's salary and stock option grant.
Significant factors in establishing Mr. Panu's compensation were the
achievement of revenue and subscriber targets, growth of the Company as it
prepared for its initial public offering, achievement of the Company's private
placement financings and initial public offering, the size of his current
ownership interest in the Company, including portions that were unvested, and
changes in the compensation for similarly situated chief executive officers.

Deductibility of Executive Compensation

The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993,
which section disallows a deduction for any publicly held corporation for
individual compensation exceeding $1 million in any taxable year for the chief
executive officer and four other most highly compensated executive officers,
respectively, unless such compensation meets the requirements for the
"performance-based" exception to Section 162(m). As the cash compensation paid
by the Company to each of its executive officers is expected to be below $1
million and the Committee believes that options granted under the Company's
1996 stock option plan and 2000 stock option plan to such officers will meet
the requirements for qualifying as performance-based, the Committee believes
that Section 162(m) will not affect the tax deductions available to the
Company with respect to the compensation of its executive officers. It is the
Committee's policy to qualify, to the extent reasonable, its executive
officers' compensation for deductibility under applicable tax law. However,
the Company may from time to time pay compensation to its executive officers
that may not be deductible.

The Compensation Committee of the Board of Directors of the Company:

Stuart Phillips
Andrew Sheehan
T. Peter Thomas

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors currently consists of
Stuart Phillips, Andrew Sheehan, and T. Peter Thomas. No member of the
Compensation Committee or executive officer of the Company has a relationship
that would constitute an interlocking relationship with executive officers or
directors of another entity.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is composed of three
independent directors and operates under a written charter adopted by the
Board in July 2000, which is included in this Proxy Statement as Appendix A.
The members of the Audit Committee are Kris Chellam, Andrew Sheehan and T.
Peter Thomas. Each of the members of the Audit Committee is in compliance with
the Nasdaq Marketplace Rules for independence of audit committee members.

The Audit Committee recommends to the Board, subject to stockholder
ratification, the selection of an accounting firm to be engaged as the
Company's independent auditors. The independent auditors are responsible for
performing an independent audit of the Company's financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. Management is responsible for the Company's internal controls and the
financial reporting process. The Audit Committee is responsible for monitoring
and overseeing these processes.

The Audit Committee held three meetings during the last fiscal year. The
meetings were designed to facilitate and encourage communication among the
Audit Committee, management, and the Company's independent auditors, Deloitte
& Touche LLP. Management represented to the Audit Committee that the Company's
financial statements were prepared in accordance with generally accepted
accounting principles. The Audit Committee reviewed and discussed the audited
financial statements for the last fiscal year with management and the
independent auditors.

The Audit Committee discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended.

The Audit Committee has received and reviewed the written disclosures and
the letter from the independent auditor, Deloitte & Touche LLP, as required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees. Additionally, the Audit Committee has discussed with
Deloitte & Touche LLP the issue of its independence from the Company.

Based on its review of the audited financial statements and the various
discussions noted above, the Audit Committee recommended to the Board that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000.

The Audit Committee of the Board of Directors of the Company:

Kris Chellam
Andrew Sheehan
T. Peter Thomas

Fees Billed for Services Rendered by Principal Accountant

For the fiscal year ended December 31, 2000, Deloitte & Touche LLP, the
Company's independent auditor and principal accountant, billed the fees set
forth below.

Audit Fees (including fees in connection with the Company's
annual audit and review of financial statements).............. $184,930
Financial Information Systems Design and Implementation Fees... $ --
All Other Fees (including fees in connection with the Company's
initial public offering)...................................... $645,967

RELATED PARTY TRANSACTIONS

Transactions with Management

In connection with the exercise of options to purchase Common Stock granted
pursuant to the Company's 1996 stock option plan, the Company has provided
loans to the following executive officers pursuant to notes secured by stock
pledge agreements, which are summarized below:

Interest Note
Name Due Date Rate Issue Date Amount
- ---- ---------- -------- ---------- --------

Krish Panu.............................. 12/16/2004 6.11% 12/16/1999 $275,000
Krish Panu.............................. 2/23/2005 6.46 2/23/2000 500,000
Rodric Fan.............................. 12/17/2003 6.11 12/16/1999 200,000
Thomas Hoster........................... 11/30/2004 6.11 12/1/1999 450,000
David Manovich.......................... 12/16/2004 6.11 12/16/1999 250,000
Thomas Allen............................ 12/15/2004 6.11 12/15/1999 100,000
Thomas Allen............................ 1/2/2005 5.53 1/2/2001 34,833

In March 2000, the Board approved the acceleration of the vesting of a
stock option held by Krish Panu to purchase 375,000 shares of Common Stock.

The Company has entered into change-of-control agreements with some of the
Company's officers and directors. See "Change-of-Control Agreements."

The Company has entered into indemnification agreements with its officers
and directors containing provisions which may require the Company, among other
things, to indemnify its officers and directors against certain liabilities
that may arise by reason of their status or service as officers and directors,
other than liabilities arising from willful misconduct of a culpable nature,
and to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified.

Transactions with Stockholders

In December 1999 and January 2000, the Company issued an aggregate of
3,669,679 shares of Series D Preferred Stock at $8.67 per share. U.S. Venture
Partners VII, L.P. and its affiliates, which hold more than 5% of the
Company's Common Stock, purchased 692,307 shares of the Company's Series D
Preferred Stock in such transaction. Stuart Phillips, a director of the
Company, is a managing member of the general partner of such partnership.

In June and July 2000, the Company issued an aggregate of 2,100,000 shares
of Series E Preferred Stock at $10.00 per share. ABS Capital Partners III,
L.P., which holds more than 5% of the Company's Common Stock, purchased
1,000,000 shares of the Company's Series E Preferred Stock in such
transaction. Andrew Sheehan, a director of the Company, is a managing member
of the general partner of ABS Capital Partners III, L.P. Admirals, L.P., which
holds more than 5% of the Company's Common Stock, purchased 500,000 shares of
the Company's Series E Preferred Stock in such transaction.

All of the Company's Preferred Stock converted to Common Stock on a one-to-
one basis upon completion of the Company's initial public offering in October
2000.

Orient Semiconductor Electronics, which holds more than 5% of the Company's
Common Stock, manufactured Internet Location Managers for the Company pursuant
to purchase orders in the aggregate amount of approximately $2,779,000 in
2000. At December 31, 2000, approximately $196,000 owed to Orient
Semiconductor Electronics was included in the Company's accounts payable.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return data
for the Company's Common Stock since September 29, 2000 (the date on which the
Company's Common Stock was first registered under Section 12 of the Securities
Exchange Act of 1934, as amended) to the cumulative return over such period of
(i) The Nasdaq Stock Market (U.S.) Index and (ii) the Dow Jones Wireless
Communications Index. The graph assumes that $100 was invested on September
29, 2000, the date on which the Company completed the initial public offering
of its Common Stock, in the Common Stock of the Company and in each of the
comparative indices. The graph further assumes that such amount was initially
invested in the Common Stock of the Company at a per share price of $9.00, the
price at which such stock was first offered to the public by the Company on
the date of its initial public offering, and reinvestment of any dividends.
The stock price performance on the following graph is not necessarily
indicative of future stock price performance.

[PERFORMANCE GRAPH APPEARS HERE]

CUMULATIVE TOTAL RETURN

9/29/00 12/31/00
------- --------

At Road, Inc................................................ $100.00 $31.30
The Nasdaq Stock Market (U.S.) Index........................ 100.00 66.93
Dow Jones Wireless Communications Index..................... 100.00 65.07

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Proposals of stockholders intended to be included in the Company's Proxy
Statement for the 2002 Annual Meeting of Stockholders must be received by the
Secretary of the Board of Directors, At Road, Inc., 47200 Bayside Parkway,
Fremont, CA 94538, no later than December 19, 2001. If the Company is not
notified of a stockholder proposal by February 24, 2002, then the proxies held
by management of the Company provide discretionary authority to vote against
such stockholder proposal, even though such proposal is not discussed in the
Proxy Statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than 10% of the Company's Common
Stock (collectively, "Reporting Persons") to file with the SEC initial reports
of ownership and changes in ownership of the Company's Common Stock. Reporting
Persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) reports they file. To the Company's knowledge, based solely
on its review of the copies of such reports received or written
representations from certain Reporting Persons that no other reports were
required, the Company believes that during its year ended December 31, 2000,
all Reporting Persons complied with all applicable filing requirements.

OTHER MATTERS

The Board knows of no other business that will be presented at the Annual
Meeting. If any other business is properly brought before the Annual Meeting,
proxies in the enclosed form will be voted in respect thereof as the proxy
holders deem advisable.

It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.

By Order of the Board of Directors,
/s/ James D. Fay
James D. Fay
Secretary

April 27, 2001
Fremont, California

APPENDIX A

AT ROAD, INC.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

This charter governs the operations of the At Road, Inc. (the "Company" or
"@Road") Audit Committee of the Board of Directors (the "Committee"). The
Committee will review the charter at least annually and obtain the approval of
the charter by the Board of Directors.

1. Purpose. The primary function of the Audit Committee is to assist the
Board of Directors in fulfilling its oversight responsibilities to the
shareholders relating to the Company's financial statements and the financial
reporting process, the systems of internal accounting and financial controls
and the audit process. Consistent with this function, the Audit Committee
provides an open avenue of communication among the independent auditors,
financial and senior management and the Board of Directors. The Committee sets
the overall corporate tone for quality financial reporting. The primary
responsibility for @Road's financial reporting lies with senior management. In
carrying out its responsibilities, the Audit Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and has the power to retain
outside counsel or other experts for this purpose.

2. Composition. The members of the Audit Committee shall be appointed by
the Board of Directors. The Chairman of the Committee shall be designated by
the Board of Directors. The Committee shall have at least three members, and
shall be comprised solely of independent directors, each of whom is able to
read and understand fundamental financial statements, including the Company's
balance sheet, income statement and cash flow statement. In addition, at least
one member of the Committee shall have had past employment experience in
finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in financial
sophistication, including being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities. For purposes of this charter, an "independent director" is a
director who meets the independence and experience requirements of the NASDAQ
Stock Market, Inc.

3. Duties and Responsibilities. The following shall be the principal
recurring processes of the Committee in carrying out its oversight
responsibilities. The processes are set forth as a guide with the
understanding that the Committee or the Board of Directors amend them as
appropriate.

. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board of Directors and the Audit Committee, as
representatives of the Company's shareholders. The Audit Committee and
the Board of Directors shall have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors, subject to shareholder approval. The Committee
shall review with the auditors their independence from management and
the Company and the matters included in the written disclosures required
by the Independence Standards Board. The Committee shall discuss with
the independent auditors relationships and services that in the view of
the Committee may affect auditor objectivity or independence and shall
take, or recommend that the full Board of Directors take, appropriate
action to oversee the independence of the outside auditors.

. The Committee shall review with the independent auditors the overall
scope and plans for their respective audits. The Committee will discuss
with management and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risk. The Committee will
meet separately with the independent auditors, with and without
management present, to discuss the results of their audits.

A-1

. The Committee shall review the Company's interim financial statements
with the independent auditors prior to the Company filing its Form 10-Q.
The Committee shall review with management and the independent auditors
the audited financial statements to be included in the Company's Form
10-K, including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the
financial statements. The Committee will review with the independent
auditors, on completion of the annual audit, their experience, any
restrictions on their work, cooperation received, their findings and
their recommendations, and any other matters required to be discussed
with the independent auditors by SAS 61, as may be modified or
supplemented. Based on such review and discussions, the Committee will
consider whether it will recommend to the Board of Directors that the
financial statements be included in the Annual Report on Form 10-K.

. The Committee shall review and approve, if appropriate, material changes
to the Company's auditing and accounting principles and practices as
suggested by the independent auditors or management.

A-2

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

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AT ROAD, INC.

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 24, 2001

The undersigned stockholder of At Road, Inc., a Delaware corporation,
(the "Company") hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 27, 2001, and hereby appoints
Krish Panu and Thomas Hoster or either of them, proxies and attorneys-in-fact,
with full power to each of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Stockholders
of At Road, Inc. to be held on Thursday, May 24, 2001 at 11:00 a.m., local time,
at 47200 Bayside Parkway, Fremont, California 94538 and at any adjournment or
postponement thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reverse side of this card:

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
AT ROAD, INC.

May 24, 2001

Please Detach and Mail in the Envelope Provided

[X] Please mark your
votes as in this
example.

WITHHOLD
FOR the nominees AUTHORITY to vote
listed at right for the nominees
(except as indicated) listed at right FOR AGAINST ABSTAIN

1. ELECTION OF [_] [_] Nominees: Krish Panu 2. PROPOSAL TO RATIFY THE [_] [_] [_]
DIRECTORS: T. Peter Thomas APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING
If you wish to withhold authority to vote for DECEMBER 31, 2001:
any individual nominee, strike a line through
that nominee's name in the list at right:
and, in their discretion, upon such other matter or matters that may properly
come before the meeting and any postponement(s) or adjournment(s) thereof.

PLEASE SIGN BELOW AND RETURN IMMEDIATELY.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; (2)
FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2001; AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING.

Signature________________________ Date:_______________ Signature________________________ Date:_______________

Note: (This Proxy should be marked, dated, signed by the stockholder(s) exactly
as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If shares
are held by joint tenants or as community property, both should sign.)