DIGITALGLOBE(r) PRODUCT 
END USER LICENSE AGREEMENT

DigitalGlobe, Inc. ("DigitalGlobe") is willing to license the product (the 
"Product") provided with this Agreement to you only on the condition that 
you accept all of the terms and conditions in this Agreement.  If you do not 
agree to these terms and conditions, DigitalGlobe is not willing to license the 
Product to you and, if the product was delivered to you on a tangible medium 
such as a CD,  you must return the Product in its original packaging, without 
breaking the seal, or, if the product was made available to you in an electronic
format, you must not download or use the product.  
In the event that you do not return the Product as specified or you download or 
use the Product, you acknowledge that you will be bound by all of the terms and 
conditions of this Agreement. PLEASE READ THE TERMS AND CONDITIONS PROVIDED 
BELOW CAREFULLY.  BY USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS 
AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  

1.   Definitions.  For purposes of this Agreement, the following definitions 
     apply:

 a. Commercial Exploitation or Commercial Purpose.  Redistribution, 
    retransmission or publication for profit or fee, which may include, 
    without limitation: (i)    advertising; (ii) use in marketing and 
    promotional materials and services on behalf of a customer, client, 
    employer, employee or for your own benefit; (iii) use in any materials 
    or services for sale or for which fees or charges are paid or received 
    (e.g., textbook supplemental materials, books, syllabi, course packs); 
    and (iv) use in any books, news publication or journal without an 
    Educational Purpose.

 b. Customer Group.
    i.     one individual;
    ii.    one company, corporation, or similar legal entity 
           (excluding affiliates or subsidiaries which will be treated as 
           a separate Customer Group);
    iii.   one subsidiary or affiliate of an entity;
    iv.    one department of a federal agency at the U.S. Cabinet level 
           (e.g., office of the U.S. Dept. of Agriculture of U.S. Dept. 
           of Interior, but excluding sub-agencies);
    v.     one civilian federal agency below the U.S. Cabinet level;
    vi.    one department of the four branches of the military, a defense 
           agency, one of the unified commands, one of the non-Dept. of 
           Defense entities identified in 50 U.S.C. Section 401a or the 
           State Department;
    vii.   one department of a foreign military or an international 
           defense or intelligence agency;
    viii.  one state or provincial agency;
    ix.    one county or local government;
    x.     one non-governmental organization or non-profit organization;
    xi.    one department within a single educational organization within 
           a single country;
    xii.   one international agency such as NATO, but excluding the 
           United Nations and the European Union;
    xiii.  one office or department within the United Nations or the 
           European Union; or
    xiv.   any one entity equivalent to any of the entities listed above, 
           located outside the United States. 

 c. Demonstration Purpose.  Any non-commercial use for demonstration, 
    promotional or training purposes and not for Commercial Exploitation 
    for a period of 90 days from product shipment.

 d. Derivative Works.  Any products or works derived from the Product, 
    which derivation was created or developed as permitted under this 
    Agreement and in which the Product may be recast, transformed, adapted,
    or included, and which, if prepared without authorization of 
    DigitalGlobe, would constitute a copyright infringement.

 e. Educational Purpose.  Any non-commercial study or research that is 
    undertaken solely in furtherance of education and not for Commercial 
    Exploitation.

 f. Federal Civil Government Agency.  Any government agency at the federal 
    level, EXCLUDING all U.S. Department of Defense agencies and those 
    agencies defined under U.S. Code Title 50. The U.S. Army Corp of 
    Engineers is included in the definition of Federal Civil Government 
    Agency under this Agreement.   

 g. Joint Project.  An undertaking between you and one or more other 
    Customer Groups based on a contractual relationship existing at the 
    purchase of the license.

 h. State and Local Government Agency.  Any government agency at the state 
    and local level. With regard to the United States, the term "state" 
    includes the 50 United States and the United States' territories and 
    possessions.

2.  Grant of License. Subject to the terms and conditions of this Agreement 
    and payment of the applicable license fees, DigitalGlobe grants to you 
    a non-exclusive, non-transferable license to use the Product by the 
    number of users identified on the applicable order confirmation, solely
    for your internal business purposes, or for Demonstration Purpose or 
    Educational Purpose as set forth on the applicable order 
    confirmation,  and only as provided below:  

 a. If you are not a Federal Civil Government Agency or a State and Local 
    Government Agency, you may post the Product and Derivative Works on 
    your website at a resolution no better than 10 meters in a static, 
    non-downloadable, non-distributable, non-interactive fashion and in a 
    manner that does not allow a third party to extract or access the 
    Product as a standalone file;

 b. If you are a Federal Civil Government Agency, you may post the Product 
    and Derivative Works to publicly accessible Internet web sites provided
    that: (a) the quality of the image data available for download is 
    presented in a color composite jpeg or a 50:1 compressed file format 
    without associated geospatial information, and the Product or 
    Derivative Works posted to publicly accessible websites are in a secure 
    format that allows printing and viewing at no better than ten meter 
    resolution and (b) the proper copyright is conspicuously marked.  The 
    Product and any Derivative Works may be posted to secure Intranet 
    websites and may be used only for the purposes of a Joint Project and 
    subject to Section 3;

 c. If you are a State and Local Government Agency, you may post the 
    Product and Derivative Works on your website at full resolution for 
    non-Commercial Purpose in a non-downloadable, non-distributable fashion
    and in a manner that does not allow a third party to extract 
    or access the Product as a standalone file;

 d. Make unlimited copies of the Product for internal use only; 

 e. Create Derivative Works for internal use, including reformatting the 
    Product into different formats or media from which it is delivered, 
    modifying the Product through manipulation techniques and/or the 
    addition of other data, and making copies of the resulting bundled 
    image product; 

 f. Publish the Product, in a non-digital format and for a non-Commercial 
    Purpose, in research reports or similar publications after obtaining 
    the express written consent of DigitalGlobe; and

 g. All Products or Derivative Works must contain the following copyright 
    notice conspicuously displayed:  
    "(c) DigitalGlobe, Inc. All Rights Reserved" for the Product, and 
    "Includes copyrighted material of DigitalGlobe, Inc., All Rights 
    Reserved" for Derivative Works.

3.  Sublicense. 

 a. Subject to Section 3(d), you may sublicense the rights granted under 
    Section 2 to Customer Groups identified by you at the time you acquire 
    this license who are engaged in a Joint Project with you. The number of
    permitted Customer Groups sublicensed hereunder depends on the type of 
    license purchased by you as follows:

    Type of License Purchased     Number of Permitted Customer Groups

    Base                          Up to five
    Group                         From six to ten
    Enterprise                    From 11 to 25
    Enterprise Premium            More than 25
    Educational                   One
    Demonstration                 One

 b. If the number of individuals of a sublicensed Customer Group using the 
    Product exceeds the number of users permitted under this Section 3, 
    the Customer Group will be counted as multiple sublicensees based on 
    the number of individuals using the Product, for purposes of 
    determining compliance with the table above. If a Customer Group is 
    involved in multiple Joint Projects, the Customer Group will be 
    counted as multiple sublicensees, based on the number of Joint Projects
    involved, for purposes of determining compliance with the table above.

 c. Subject to Section 3(d), you may also sublicense the rights granted 
    under Section 2 to any independent contractor hired by you to perform 
    customization services for the Product. 
 
 d. You may grant a sublicense to a sublicensee under Section 3(a) or 3(c) 
    provided that (i) such sublicensee agrees to be bound by this 
    Agreement, (ii) the sublicense is limited to using the Product solely 
    for the purposes of the Joint Project or for purposes of performing the
    customization services, and (iii) you are responsible for any 
    noncompliance by such sublicensee and such sublicensee's breach of 
    this Agreement shall be deemed to be your breach of this Agreement. 
 
4.  Prohibited Use. You recognize and agree that the Product is the 
    property of DigitalGlobe and contains valuable assets and proprietary 
    information of DigitalGlobe. Accordingly, you will not:

 a. Use the Product or Derivative Works for any purpose not expressly 
    permitted under this Agreement, including without limitation for 
    Commercial Exploitation; 

 b. Sell, license, rent, transfer, give away, disclose, copy or reproduce 
    (even if merged with other materials), create Derivative Works of, 
    display, or distribute the Product, except as expressly permitted under
    this Agreement; or

 c. Alter or remove any copyright notice or proprietary legend contained 
    in or on the Product.  You acknowledge that you need to obtain a 
    separate distribution license from DigitalGlobe 
    in order to distribute or publish the Product or any Derivative Work in
    any form not expressly permitted under Section 2.

5.  Ownership.  The Product, and all intellectual property rights therein, 
    are the exclusive property of DigitalGlobe and its suppliers.  All 
    rights in and to the Product not expressly granted to you are reserved 
    by DigitalGlobe and its suppliers.  This Agreement does not 
    grant you title to the Product or any copies of the Product. 
 
6.  Confidentiality.  The Product includes metadata and other confidential 
    and proprietary information of DigitalGlobe ("Confidential 
    Information").  You will not use any Confidential Information for any 
    purpose not expressly permitted hereunder and will disclose 
    Confidential Information only to your employees and permitted 
    sublicensees who have a need to know for purposes of this Agreement and
    who are under a duty of confidentiality no less restrictive than your 
    duty hereunder. You will protect the Confidential Information 
    from unauthorized use, access, or disclosure in the same manner as you 
    protect your own confidential or proprietary information of similar 
    nature and with no less than reasonable care.  

7.  Audit.  At DigitalGlobe's request, you will provide assurances that you 
    are using the Product consistent with the terms of this Agreement.  
    Upon notice, DigitalGlobe may inspect your records, accounts and books 
    relating to the use of the Product to ensure that the Product is being 
    used in accordance with this Agreement. 
 
8.  Term and Termination.  This Agreement remains in full force until 
    terminated as provided below.  DigitalGlobe has the right to terminate 
    this Agreement, effective immediately upon notice to you, if you breach
    any provision of this Agreement.  Upon termination of this Agreement, 
    all rights granted to you hereunder shall immediately cease.  You and 
    your sublicensees will (i) discontinue all use of the Product; (ii) if 
    the product was delivered on a tangible medium, return to DigitalGlobe 
    the Product and all copies thereof; (iii) purge all copies of the 
    Product or any portion thereof from all computer storage device or 
    medium on which you have placed or permitted others to place the 
    Product; and (iv) give DigitalGlobe a written certification that you 
    have complied with all of your obligations hereunder.  

9.  Limited Warranty.  DigitalGlobe warrants that for a period of thirty 
    (30) days after delivery, the Product will perform substantially in 
    accordance with its applicable specification.  DigitalGlobe's sole 
    obligation and your entire remedy for breach of the above warranty is 
    for DigitalGlobe, at its option and expense, to (i) repair or replace 
    the non-conforming Product returned during the warranty period; 
    or (ii) refund all fees paid by for the non-conforming Product returned
    during the warranty period.
  
    EXCEPT AS PROVIDED ABOVE, THE PRODUCT IS PROVIDED "AS IS" WITHOUT ANY 
    WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF 
    MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE
    ARE EXPRESSLY DISCLAIMED.  DIGITALGLOBE DOES NOT WARRANT THAT THE 
    PRODUCT WILL MEET YOUR NEEDS OR EXPECTATIONS, OR THAT OPERATIONS OF 
    THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. 
 
    The limited warranty is void if any non-conformity has resulted from 
    accident, abuse, misuse, misapplication, or modification by any person 
    other than DigitalGlobe.    

10. Limitation of Liability.  IN NO EVENT WILL DIGITALGLOBE OR ITS 
    SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, 
    EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS 
    AND LOST DATA) ARISING FROM OR RELATING TO THIS AGREEMENT AND THE 
    PRODUCT, EVEN IF DIGITALGLOBE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGES. DIGITALGLOBE AND ITS SUPPLIERS' TOTAL 
    CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PRODUCT, 
    WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF 
    LICENSE FEES PAID TO DIGITALGLOBE FOR THE PRODUCT.  THIS SECTION SHALL 
    BE GIVEN FULL EFFECT EVEN IF THE WARRANTIES PROVIDED IN SECTION 9 IS 
    DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  

11. Export Control.  You will not export or re-export the Software in 
    violation of the U.S. Export Administration regulations or other 
    applicable laws and regulations.  You will defend, indemnify, 
    and hold harmless DigitalGlobe from and against all fines, penalties, 
    liabilities, damages, costs, and expenses incurred by DigitalGlobe as 
    a result of any violation of such laws and regulations by you or any 
    of your agents or employees.

12.    Miscellaneous Terms.

 a. You acknowledge that any actual or threatened breach of Section 2, 4, 
    or 6 will constitute immediate, irreparable harm to DigitalGlobe for 
    which monetary damages would be an inadequate remedy, and that 
    injunctive relief is an appropriate remedy for such breach.  If any 
    action is brought to enforce this Agreement, the prevailing party will 
    be entitled to receive its reasonable attorney's fees, court costs, 
    and other collection expenses, in addition to any 
    other relief it may receive.

 b. Failure to require performance of any provision of this Agreement does 
    not waive DigitalGlobe's right to subsequently require full and proper 
    performance of such provision.  If any provision of this Agreement is 
    determined to be invalid or unenforceable, the remaining provisions of 
    this Agreement shall continue to be valid and enforceable.
  
 c. Neither this Agreement nor any of the rights or obligations hereunder 
    may be assigned or transferred by you without the prior written consent
    of DigitalGlobe.  This restriction on assignment or transfer shall 
    apply to assignments or transfers by operation of law, as well 
    as by contract, merger or consolidation.  Any attempted assignment or 
    transfer in violation of the foregoing will be null and void.

 d. This Agreement shall be governed by the laws of the State of Colorado,
    U.S.A., without regard to conflicts of law principles that would 
    require the application of the laws of any other state or jurisdiction.
    The United Nations Convention on Contracts for the International Sale 
    of Goods does not apply to this Agreement.  Any action 
    or proceeding arising from or relating to this Agreement must be 
    brought in a federal court or a state court in Boulder County, 
    Colorado, and each party irrevocably submits to the jurisdiction 
    and venue of any such court in any such action or proceeding.

 e. The software portion of the Product is "commercial item" as that term 
    is defined in 48 C.F.R. 2.101, consisting of "commercial computer 
    software" and "commercial computer software documentation" as such 
    terms are used in 48 C.F.R. 12.212.  Any technical data provided with 
    or included in the Product is "commercial technical data" as defined 
    in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through 12.212, 
    48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015, 
    all U.S. Government end users acquire the Product with only those     
    rights set forth therein.

 f. This Agreement represents the entire agreement between you and 
    DigitalGlobe as to the matters set forth herein and integrates all 
    prior discussions and understanding between us.  Your acceptance of 
    this Agreement is expressly limited to the terms and conditions set 
    forth herein; any additional or inconsistent terms provided by you in 
    any other documents such as a purchase order will not have any legally 
    binding effect.  This Agreement may be modified only by a binding 
    written instrument entered into by you and DigitalGlobe.

13. Notices.  Any notices relating to this Agreement should be sent by 
    personal delivery or U.S. certified mail (return receipt requested) to 
    the address provided below and will be effective upon receipt:

    DIGITALGLOBE, INC.
    ATTN: LEGAL DEPT.
    1601 Dry Creek Dr., Suite 260
    Longmont, CO  80503, USA
