GeoEye License Agreements for IKONOS, Orbview-3 and IRS Products
ORBIMAGE SI Opco Inc. d/b/a GeoEye

Tier License Agreement

This End User License Agreement is the basis upon which ORBIMAGE SI Opco Inc. d/b/a GeoEye ("GeoEye") makes available to the "Customer" the aerial/space-based, remote sensed earth image data product (the "Product").
Customer accepts and agrees to the terms of this Agreement by doing any one (1) of the following: (a) accepting, in whole or in part, a quotation describing the Product by any means (including the use of Customer's purchase order, whether or not that purchase order contains inconsistent terms and conditions); (b) breaking the seal on the package containing the Product; (c) installing or manipulating the Product on any computer hardware; (d) making any commercial use of the Product or any material derived from the Product; (e) damaging or destroying the Product; (e) retaining the Product for more than Fifteen (15) days following receipt thereof.
Customer agrees to acquire the Product, as licensee, upon the terms and conditions of this Agreement, which shall govern all licenses of Product between GeoEye and Customer.

1. GRANT OF LICENSE PERMITTED USE. The Customer's "Permitted Use" is defined below. The licensed user group is as follows depending on the license Tier purchased by the Customer:

Tier 1 License: Permits internal use of the Product by one (1) of the customer groups listed below (or equivalent in the case of entities outside of the United States) as identified by the Customer at the time of purchase.

Tier 2 License: Permits internal use of the Product by two (2) of the customer groups listed below (or equivalent in the case of entities outside of the United States) as identified by the Customer at the time of purchase.

Tier 3 License: Permits internal use of Product by any of the customer groups listed below (or equivalent in the case of entities outside of the United States) as identified by the Customer at the time of purchase.

Customer Groups:
- Multiple private companies and/or corporations to include subsidiaries
- All Federal Civilian Government Agencies of a single country
- All DoD/Title 50 Government Agencies of a single country. Includes all Title 50 organizations as defined in 50 USC 401a in the United States.
- One (1) of the Four (4) branches of the military, a defense agency, one of the unified commands, one of the non-DoD entities identified in the Title 50 USC 401a or the State Department (U.S. A.I.D. shall not be considered to be a component of the State Department); and "Coalition Forces" including the foreign Department/Ministry of Defense (DoD/MoD) and intelligence organizations, as well as headquarters elements of the UN, NATO, and similar coalitions.

- All state or provincial government agencies of a single state or province
- All local municipal government agencies (county and city) of a single municipality
- Multiple Non Governmental Organizations (NGO) and/or Non-Profit Organizations (NPO)
- All departments within a single educational organization within a single country
- Multiple International Agencies (such as the U.N.) and host nations

GeoEye retains all ownership title rights in the Product, and Customer does not receive any such rights. GeoEye grants Customer a non-transferable, non-exclusive, pre-paid (subject to payment of the purchase price for the Product) license to use the Products as specified below or in any quotation provided to Customer ("the Permitted Use"), and for no other use. Under this license, Customer may do the following:
Reformat the Product for Customer's use into different formats or media from those in which it is delivered.

Make an unlimited number of hardcopies and softcopies of the Product for Customer's internal use.

Distribute the Product (with copyright markings) on an isolated, non-commercial basis. For example, as part of a hardcopy research report or publication. Modify the imagery Product, through manipulation techniques and/or the addition of other data, and make copies of the resulting bundled image product, for Customer's internal use only. Distribute works derived from the Product ("Derived Works"). Derived Works that contain the source image data (pixels) or reasonable facsimile of the source image data, inherit the copyright and license restrictions of the source data.

Other Derived Works (vector extraction, classification, etc.) have no restrictions on use and distribution. Reduced resolution data sets (RRDS) with ratios of 16:1 or higher shall have no restrictions on use and distribution, but shall contain the copyright markings. Make the Product available to its consultants, agents and subcontractors for purposes otherwise consistent with the Permitted Use and subject to the restrictions herein, and without the right to transfer, modify copy or sublicense. Post the Product and Derived Works, with copyright markings, in a non-downloadable fashion, on an Internet site with the following credit conspicuously displayed, "Includes material (c) GeoEye."

2. LIMITS ON LICENSE, PROHIBITED ACTIVITIES. Customer recognizes and agrees that the Product is property of GeoEye, contains valuable assets and proprietary information of GeoEye, and is provided to Customer, and to any person or entity to whom Customer is entitled by the terms of this Agreement to transfer any Product to, on a confidential basis. Neither the Customer, nor any person, or entity to whom Customer is entitled by the terms of this Agreement to transfer any Product to, shall do any of the following without GeoEye's written permission:

a. Copy, reproduce, or reengineer (even if merged with other materials), other than as consistent with the Permitted Use.
b. Sell, license, transfer or disclose the Products or use them in any manner not expressly authorized by this Agreement.
c. Alter or remove any copyright notice or proprietary legend contained in, or on the Products. Customer agrees that any embodiment of the

Products permitted under this Agreement will contain a notice similar to the following: "Includes material (c) GeoEye, all rights reserved."
GeoEye owns all copyrights on the Product. All rights not expressly granted herein are reserved by GeoEye.

3. EXCEEDING APPLICATION. Customer will, from time to time and as requested by GeoEye, provide assurances to GeoEye that it is using the Product consistent with the Permitted Use, and Customer grants GeoEye access, at reasonable times and in reasonable manner, to the Product in Customer's hands, and to Customers books, records and facilities to permit GeoEye to verify appropriate use of the Product.
GeoEye's non-exercise of this right, or its failure to discover or object to any inappropriate use, shall not constitute its consent thereto or waiver of its rights. In the event Customer's use of the Product exceeds the Permitted Use, or if Customer otherwise violates the terms of this License, GeoEye may, since remedies at law may be inadequate, in addition to its other remedies: (a) demand return of the Product; (b) forbid and enjoin Customer's further use of the Product; (c) assess Customer the cost of GeoEye's inspection and enforcement efforts (including attorney fees); and/or (d) assess Customer a use fee appropriate to Customer's actual use of the Product.

4. LIMITED WARRANTY AND LIABILITY. GeoEye warrants (a) that it has sufficient ownership rights in the Product to make the Product available to Customer under the terms hereof, free from the adverse claims of third parties; and (b) that the Product will, for thirty (30) days from the date of shipment, substantially conform to GeoEye's specifications when used on appropriate computer hardware. The Products are complex and may contain some non-conformities, defects or errors. GeoEye does not warrant that the Products will meet Customer's needs or expectations, that operations of the Products will be error free or uninterrupted, or that all non-conformities can or will be corrected. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY GIVEN IN CONNECTION WITH THE SALE OR USE OF THIS PRODUCT. GeoEye DISCLAIMS ALL OTHER WARRANTIES NOT EXPRESSLY GIVEN IN THIS SECTION 4.

Customer must notify GeoEye within the Thirty (30) day warranty period of any warranty claim. GeoEye's SOLE OBLIGATION and Customer's SOLE REMEDY under this Limited Warranty is that GeoEye either, in its discretion, shall: (a) use reasonable efforts to repair or replace the Product or to provide an avoidance procedure within a commercially reasonable time so that the Product substantially conforms to the specifications contained in GeoEye's documentation, or (b) refund the amount of the initial fee previously paid by Customer for the non-conforming Product.
This Limited Warranty is void if any non-conformity has resulted from accident, abuse, misuse, misapplication, or modification by someone other than GeoEye. The Limited Warranty is for Customer's benefit only, and is non-transferable. GeoEye is not liable for any incidental or consequential damages associated with Customers possession and/or use of the Product. This warranty is not applicable to the extent that any provision of this warranty is prohibited by any federal, state or local law that cannot be preempted. This warranty gives Customer specific legal rights, and Customer may also have other rights which vary from state to state.

5. MISCELLANEOUS. This is the exclusive and entire Agreement between GeoEye and Customer regarding its subject matter, merging all prior or contemporaneous instruments or agreements and discussions between the parties. Customer may not assign any part of the Agreement without GeoEye's prior written consent. This Agreement shall be governed by the laws of Commonwealth of Virginia USA unless the Customer is an International Agency (such as the United Nations).

In the case that the customer is an International Agency, this Agreement shall be governed by general principles of Commercial and International Law, and any and all disputes arising out of the performance or interpretation of this Agreement shall be resolved by arbitration conducted before the ICC's International Court of Arbitration. Customer shall pay all taxes arising out of or related to the Customer's purchase or other acquisition of the product hereunder. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect.