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 Standard Edition (SE)" 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 only 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 not permitted under the terms of this license agreement. Commercial use, as used herein, is the sale of the data or images themselves, or the use of the data or images, directly or indirectly, to sell or promote another product or service, and includes, but is not limited to, the use of the data or images in advertising material, business reports or presentations, disposable or non disposable packaging, books, maps, clothing, multi-media products, data bases, document retrieval systems, or on-line services. Commercial use of the data or images produced by the SOFTWARE requires a commercial license agreement, which may be obtained from CARTOGRAFX.

Additional Restrictions: LICENSEE shall not distribute, sublicense, loan, rent, lease or transfer the SOFTWARE, its documentation, or any copies thereof, to third parties, nor use the SOFTWARE in a network, timesharing, multiple CPU or multi-user arrangement which permits access to the SOFTWARE by more than one user, or from more than one working location, 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.