WHITESTAR CORPORATION
STANDARD DATA LICENSE AGREEMENT

Notice to Customer: This is a legal document. Please read it carefully. By using the Data provided by WhiteStar Corporation, you will be entering into a legally binding agreement with WhiteStar Corporation ("WhiteStar") containing all the terms stated below. If you do not wish to accept all these terms, you may return your copy of the Data for a full refund.

WhiteStar is engaged in the business, among others, of supplying cartographic data that has been processed using WhiteStar's proprietary methods and algorithms and has been recorded and stored in a proprietary, digital format. WhiteStar is supplying to its customer ("Customer") delivery media containing the above-described cartographic data or a portion thereof. (Hereinafter, the delivery media to be supplied to Customer and the data contained thereon shall collectively be referred to as the "Data".) It is agreed;

1. Grant and Scope of License. Effective upon Customer's receipt of the Data and continuing for a period of 75 years thereafter, unless sooner terminated in accordance with the provisions hereof, and subject to all the terms and conditions set forth below, WhiteStar grants Customer a nonexclusive, nontransferable limited license to use, print out and copy the Data, but only within the scope and course of Customer's regular business activities and only on the business premises of the Customer or its Consultants (as defined below). The specific individuals authorized to exercise and enjoy the rights of the Customer under this Agreement shall consist solely of: (i) the Customer's employees, but only while acting within the scope of their employment by Customer; and (ii) persons retained in writing by Customer as nonemployee consultants ("Consultants"), but only while acting within the scope of their retention by Customer. All Consultants must agree in writing to be bound by this Agreement. No person shall be a Consultant for purposes of this Agreement who is retained primarily for the purpose of avoiding any of the limitations set forth in this Agreement. All rights in or to the Data that are not expressly granted to Customer in this Agreement are reserved to WhiteStar.

2. Copyrights, Confidentiality and Ownership. The selection, compilation, organization and format of the Data constitute copyrightable subject matter. Excepting only that portion of the Data which constitutes public domain information: (i) the Data constitute proprietary and confidential information and trade secrets of WhiteStar; and (ii) WhiteStar is the exclusive owner of all domestic and foreign rights, including copyrights, in or to the Data. Customer shall not use or disclose any Data except as expressly authorized in Section 1.

3. Limited Warranty - Media Only. WhiteStar warrants that the delivery media upon which the Data are provided to Customer (i.e., the media only) shall be free from defects in material or workmanship under normal use for a period of ninety days from the date of Customer's receipt thereof.

4. DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA EXPRESSLY STATED ABOVE, THE DATA ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WHITESTAR DOES NOT WARRANT THAT THE DATA WILL MEET CUSTOMER'S REQUIREMENTS OR WILL OPERATE ON THE CUSTOMER'S EQUIPMENT OR ANY OTHER EQUIPMENT WITHOUT INTERRUPTION. WHITESTAR DOES NOT WARRANT THAT THE DATA WILL BE ERROR-FREE. CUSTOMER ASSUMES ALL RISK OF DAMAGE OR LOSS RESULTING FROM THE USE OF THE DATA.

5. Limitations of Liability. Customer's exclusive remedy for the breach by WhiteStar of the limited warranty stated above shall be the replacement of any defective medium upon its return to WhiteStar within the warranty period. IN NO EVENT WILL WHITESTAR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR OTHERWISE ARISING FROM THE USE OF THE DATA, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST OPPORTUNITY, OR LOSS OF BUSINESS REPUTATION, EVEN IF WHITESTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHITESTAR'S LIABILITY TO CUSTOMER WILL IN NO EVENT EXCEED $2,000 UNDER ANY THEORY.

6. Assignment and Transfer. Customer may not assign, transfer, or sublicense its rights under this Agreement, in whole or in part, without the prior written consent of WhiteStar, and any attempt to do so shall be void; provided, however, that WhiteStar shall consent in advance to any proposed assignment or transfer made in connection with the sale or transfer of all or substantially all the assets of Customer or the merger of Customer into another entity.

7. Enforcement and Termination. This Agreement shall be governed and construed under the laws of the State of Colorado, excluding the conflict of laws provisions thereof. If WhiteStar prevails in any action to enforce any provision of this Agreement, WhiteStar shall be entitled to recover its reasonable attorney's fees and other expenses, in addition to all other remedies. WhiteStar may obtain injunctive relief to enforce any provision of this Agreement. WhiteStar's failure to enforce any provision of this Agreement against Customer or any other person shall not constitute a waiver of such provision or any other provision. Should any provision of the Agreement be held void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions shall not be affected thereby. WhiteStar may terminate this Agreement and all rights of Customer hereunder if Customer breaches any provision hereof. The provisions of Sections 2 through 8 inclusive shall survive termination of this Agreement, regardless of the reason for termination.

8. Miscellaneous. This Agreement contains the entire agreement between WhiteStar and Customer with respect to the Data. The terms stated herein supersede any inconsistent terms contained in any purchase order or other document furnished by Customer. Any notice from Customer relating to this Agreement shall be addressed to WhiteStar at its offices located at 777 So. Wadsworth Blvd, Suite 4-250, Lakewood, CO 80226. No purported amendment of this Agreement shall be valid unless it is in writing and signed by an authorized officer of WhiteStar.

© 2003 WhiteStar Corporation

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