Amendment No. 1 to Employment Agreement

Exhibit 10.2

Amendment No. 1 to Employment Agreement

This Amendment No. 1 to Employment Agreement (this "Amendment") is entered into on May 6, 2005 between MapInfo Corporation, Xxx Xxxxxx Xxxx, Xxxx, XX 00000 ("MapInfo" or the "Company"), and Xxxx X. Xxxxxxxx ("Cavalier").

WHEREAS, MapInfo and Cavalier have previously entered into an Employment Agreement dated October 1, 2003 (the "Employment Agreement"); and

WHEREAS, MapInfo and Cavalier desire to amend the Employment Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, MapInfo and Cavalier hereby agree as follows:

1. Amendments
1. Section 6.6.1 of the Employment Agreement is hereby deleted and replaced in its entirety with the following new Section 6.5.1:

"6.6.1 MapInfo will pay Cavalier as severance a lump-sum payment equivalent to his highest annual remuneration (consisting of base salary and actual incentive compensation) achieved during the immediately preceding three-year period."

2. Section 6.7.1 of the Employment Agreement is hereby deleted and replaced in its entirety with the following new Section 6.6.1:

"6.7.1 The controlling company shall pay Cavalier as severance a lump-sum payment equivalent to two times his highest annual remuneration (consisting of base salary and actual incentive compensation) achieved during the immediately preceding five-year period."

2. Miscellaneous
1. Except as provided in Section 1 above, the Employment Agreement shall remain unchanged in all other respects and shall continue in full force and effect.
2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the choice of law provisions thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

EXECUTIVE:	MAPINFO CORPORATION
/s/ Xxxx X. Xxxxxxxx             Xxxx X. Xxxxxxxx	By:  /s/ Xxxx X. Xxxxxxx                  Name   Xxxx X. Xxxxxxx                  Title:  President and CEO