CARTOGRAFX SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING THIS SOFTWARE. BY INSTALLING THIS SOFTWARE YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT WITH RESPECT TO THE SOFTWARE ENCLOSED HEREIN. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE TO THE LOCATION WHERE YOU OBTAINED IT, AND ANY PAYMENT YOU HAVE MADE FOR THIS SOFTWARE WILL BE REFUNDED.

LICENSE

License: Cartografx Corporation ("CARTOGRAFX") hereby grants to you (the "LICENSEE") and LICENSEE accepts a perpetual, non-exclusive, non-transferable license to use the enclosed "World Navigator Enterprise Edition (ER)" software (the "SOFTWARE") subject to the terms and conditions set forth below.

Ownership of Software: Title to, and all ownership rights in, the SOFTWARE are and shall at all times remain with CARTOGRAFX. This license is not a sale of the SOFTWARE.

Copying of Software: A single backup copy of the SOFTWARE may be made for archival purposes. Such copy shall include all copyright and/or proprietary rights notices contained in the SOFTWARE or affixed to the media. No other copying of the SOFTWARE shall be permitted.

Proprietary Rights: World Navigator map images, in whole or in part, are owned by CARTOGRAFX, and are protected by all copyright laws with all rights reserved. All intellectual and proprietary rights therein are and remain the property of CARTOGRAFX.

Restrictions on Use: Data or images produced by the SOFTWARE may be used for personal, non‑commercial purposes, provided that the copyright notice contained in the data or images, so produced, shall accompany each non‑commercial use of such data or images. Commercial use of the data or images produced by the SOFTWARE is permitted under the terms of this license agreement as follows. You are granted:

(a) Unrestricted use of the maps created with the SOFTWARE in any advertising or non-resale print or multimedia work (e.g. advertisements, pamphlets, brochures, proposals, booklets, CD-ROM's etc.) provided they have been tailored or customized to communicate your specific message.

(b) Use of the static images on your web sites, provided the maps comprise less than 10% of the total content of each of your web sites. If the map images comprise more than 10% of the total content of the site, an "Extended Commercial License" is required. However, you are not allowed, under any circumstances, to use the SOFTWARE to provide map images interactively to visitors of your web sites

(c) Use in any print or multimedia work produced for resale, provided the number of copies is under 10,000, and the maps comprise less than 10% of the total content of the product. If more than 10,000 copies of a resale product will be sold, or the map images comprise more than 10% of the total product, an "Extended Commercial License" is required. However, you are not allowed, under any circumstances, to use the map images created with the SOFTWARE as the basis of a commercial atlas publication or a commercial electronic atlas unless written permission from Cartografx has been obtained beforehand.

(d) Use in any television broadcast, video, or motion picture provided the maps comprise less than 10% of the total time content of the broadcast, video, or motion picture. If the map images comprise more than 10% of the total time content, an "Extended Commercial License" is required.

Notwithstanding (a) through (d) above, the following additional restrictions apply to your use of the map images and data created with the SOFTWARE:

(e) Map images may not be resold or given away as individual images or as a set of images forming clip art collections or as clip art.

(f) If you are an free lance graphic artist or cartographer, or you are a graphic design group, and your occupation is to supply, design and/or provide cartographic services to your clients, you may tailor the map images created with the SOFTWARE for the purpose of supplying such a service to your clients (subject to all the other conditions contained in this license agreement), subject to the restriction that the number of map images be limited to 20 (twenty) map images per client. Thereafter, each applicable client is required to purchase another copy of the SOFTWARE, the use of which is subject to the license agreement contained therein.

(g) You may not store the map images created with the SOFTWARE on a bulletin board service.

(h) Any map images created with the SOFTWARE for commercial use must contain a legible copy of the following copyright notice unless you have received a release from this requirement in writing from Cartografx:

(i) You may not use data or images created with the SOFTWARE in any pornographic, defamatory, libelous, or other unlawful manner.

Additional Restrictions: LICENSEE shall not distribute, sublicense, loan, rent, lease or transfer the SOFTWARE, its documentation, or any copies thereof, to third parties. The SOFTWARE may be used in a network, timesharing, multiple CPU or multi-user arrangement which permits access to the SOFTWARE by up to ten (10) users, or access from up to ten (10) working locations, at the same time. Any attempted sublicense, assignment or transfer of any of the rights, duties or obligations of the LICENSEE hereunder shall be void. LICENSEE shall not modify, alter, adapt, or create derivative works based upon the SOFTWARE, or any part thereof. LICENSEE acknowledges that the SOFTWARE contains valuable trade secrets of CARTOGRAFX, and that LICENSEE shall not decompile, disassemble, translate, reverse engineer, or otherwise attempt to discover the source code or algorithms used in the SOFTWARE.

U.S. Government Restricted Rights: The SOFTWARE and accompanying materials are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in the license agreement provided with the SOFTWARE pursuant to DFARS 227.7202-3(a), or as set forth in subdivisions (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19, as applicable. Unpublished-rights reserved under the copyright laws of the United States. Contractor/manufacturer is Cartografx Corporation, P.O. Box 784, New Canaan, CT 06840, USA.

Termination: CARTOGRAFX reserves the right to terminate this agreement immediately upon the material breach of any term or condition hereof by the LICENSEE. Upon any termination of this agreement, LICENSEE agrees to return to CARTOGRAFX, or destroy the SOFTWARE and its documentation, along with all copies thereof, in any form, and to provide CARTOGRAFX with an affidavit of such destruction.

Limited Warranty: CARTOGRAFX warrants that the media on which the SOFTWARE is distributed and the documentation are free from defects in materials and workmanship for a period of ninety (90) days from the date of delivery. If the media on which the SOFTWARE is stored is found to be defective within ninety (90) days from the date of delivery of the SOFTWARE, CARTOGRAFX will replace the SOFTWARE with SOFTWARE on a defect free media.

Disclaimer: CARTOGRAFX DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT IT WILL OPERATE IN AN ERROR FREE MANNER. Except as specifically provided above, CARTOGRAFX MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR ITS DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. No CARTOGRAFX dealer, distributor, agent, or employee is authorized to make any modification or addition to this warranty.

Limitation of Liability: IN NO EVENT WILL CARTOGRAFX BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ITS DOCUMENTATION, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, even if CARTOGRAFX has been advised of the possibility of such damages. Without limiting the generality of the foregoing, CARTOGRAFX is not responsible for any costs, including but not limited to, those incurred as a result of lost profits or revenue, loss of use of the computer program, loss of data, the cost of recovering such programs or data, the cost of any substitute program, claims by third parties, or for other similar costs. In no case shall liability exceed the amount of the license fee or fees actually paid during the twelve (12) month period preceding the claim or notification of damages.

The SOFTWARE is a general mapping tool and is intended to provide only general geographic references. It is not designed for use as a precision navigation tool, and is therefore not suited for use in directing support for any activities where precise navigation is critical. This includes, but is not limited to, directing emergency response teams as well as any type of marine, aerial, or land navigation. CARTOGRAFX shall bear no responsibility for any damages or injury caused by or resulting from the improper use of this SOFTWARE by the LICENSEE.

Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.

Entire Agreement: This agreement represents the entire agreement between CARTOGRAFX and the LICENSEE with respect to the subject matter hereof, superseding any and all previous oral or written communications, representations, understandings or agreements relating to this subject. This agreement may be modified only by a duly authorized and executed writing signed by the parties hereto.

Construction: In the event any parts of this agreement are found to be void, the remaining provisions of this agreement shall nevertheless be binding with the same effect as though the void parts were deleted.