RECITALS

1
EXHIBIT 10.25

ORBIMAGE VAR AGREEMENT

THIS ORBIMAGE VAR AGREEMENT is entered into as of August 4, 1999 by and
between Orbital Imaging Corporation, a Delaware corporation (herein called
"ORBIMAGE"), with offices at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000 and SPOT
Image Corporation, a Delaware corporation (herein called "VAR"), with offices at
0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000.

RECITALS

WHEREAS, ORBIMAGE generates and markets various geographical information
products; and

WHEREAS, VAR desires to use ORBIMAGE geographical information products in
the production of VAR Products (as defined below) and to become an ORBIMAGE
distributor for the resale of ORBIMAGE Products (as defined below); and

WHEREAS, ORBIMAGE wishes to license VAR to use ORBIMAGE Products (as
defined below) in the production of and sale of VAR Products and the resale of
ORBIMAGE Products.

NOW, THEREFORE, in consideration of the mutual undertakings reflected
herein, and for good and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. DEFINITIONS

As used in this Agreement, each of the following capitalized terms shall
have the meanings set forth below, such meaning to be equally applicable both to
the singular and plural forms of the terms herein defined:

"Agreement" means this agreement, together with the Schedules hereto, as
the same may be modified, amended or supplemented from time to time.

"Customer" means a third party to whom VAR Products or ORBIMAGE Products
are provided and licensed by VAR, as an end user or a resale distributor of VAR
Products or ORBIMAGE Products.

"License" means the license for ORBIMAGE Products granted pursuant to
this Agreement.

"ORBIMAGE Product" means (1) the geographical information products listed
in Schedule 1, as that Schedule may be modified from time to time by ORBIMAGE,
and (ii) unless

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

the context indicates otherwise, all updates, modifications, and corrections
generated by ORBIMAGE for such ORBIMAGE Products.

"VAR Product" shall mean products that are developed by VAR that are
derived from or incorporate ORBIMAGE Product.

Except when the context specifically refers to the transfer of ORBIMAGE
Product by ORBIMAGE to VAR for use in production of VAR Products, the terms
"sale" and "resale" and any grammatical variant thereof shall include, without
limitation, sales, contracts for sale, conditional sales, installment sales,
rentals or leases, licensing, and any other arrangement whereby ORBIMAGE
Products are placed at the disposal and licensed for the use of the Customer.

"Territory" shall mean the United States of America.

2. PROVISION OF ORBIMAGE PRODUCT

A. ORBIMAGE agrees to provide ORBIMAGE Products to VAR under the
terms of this Agreement, as ordered by VAR from time to time.

B. Each order for ORBIMAGE Product shall be made by a separate order
form signed by an authorized VAR representative referencing this Agreement and
specifying the ORBIMAGE Product ordered, the specific use of the ORBIMAGE
Product (i.e., use in VAR Product or for resale on the terms and conditions set
forth in Schedule 4 hereto), the quantity, and the payment terms (based on the
published list price as described in Section 2D or royalty arrangement, if
applicable). No purchase order shall be binding on ORBIMAGE until accepted in
writing by a duly authorized officer or employee of ORBIMAGE. ORBIMAGE may
refuse to accept purchase orders in its commercially reasonable discretion.

C. VAR's orders shall be subject to such reasonable allocation as, in
the sole judgment of ORBIMAGE, may be necessary or equitable in the event of any
shortages of ORBIMAGE Products at any time. VAR may cancel orders without
penalty in the event that ORBIMAGE fails to meet the delivery schedule for the
ORBIMAGE Product published by ORBIMAGE from time to time. ORBIMAGE may cancel
orders at any time without liability to VAR if it is unable to deliver ORBIMAGE
Product due to technical or other problems with the OrbView-3 and 4 satellites
and related systems or any U.S. Government requirements pursuant to ORBIMAGE's
U.S. Department of Commerce license to operate said satellites.

D. Prices, specifications and delivery schedules for ORBIMAGE Product
shall be published on ORBIMAGE "XXXXXXXX.xxx" web site from time to time.
ORBIMAGE shall have the right to change its list prices, specifications and
delivery schedules for, or discontinue any, ORBIMAGE Products with thirty (30)
day advance written notice to VAR without incurring any liability to VAR
whatsoever.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

E. VAR agrees that ORBIMAGE shall be VAR's preferred supplier of (i)
panchromatic satellite imagery with resolution equal to or better than two (2)
meters and (ii) multispectral satellite imagery with resolution equal to or
better than four (4) meters. VAR shall be deemed to have fulfilled its
obligations under this Article 2(E) if, before purchasing any such satellite
imagery from any other provider, VAR shall have given ORBIMAGE the reasonable
opportunity to sell the same to VAR, it being understood that VAR shall be free
to exercise its commercially reasonable discretion in determining whether to
purchase the same from ORBIMAGE or such other provider.

3. LICENSE TO CREATE AND DISTRIBUTE VAR PRODUCTS

A. Subject to payment of fees in accordance with this Agreement and
during the term hereof, ORBIMAGE grants VAR a nontransferable, non-exclusive
license to use ORBIMAGE Products solely for generation of and incorporation or
merger into VAR Products for sale to Customers ("Permitted Use"), so long as VAR
does not exceed the Permitted Use.

B. Under the Permitted Use, VAR may specifically:

i. Reformat the ORBIMAGE Product into formats or media
different from those in which it is delivered to VAR; and

ii. Make one (1) copy of the ORBIMAGE Product solely for its
internal archival or backup purposes.

C. VAR shall conduct its business in the development and resale of
VAR Products as a principal for its own account and at its own expense and risk.
This Agreement does not in any way create the relationship of principal and
agent, or any similar relationship, between ORBIMAGE and VAR.

D. Except for the rights and licenses expressly granted the VAR by
ORBIMAGE under this Agreement, all rights, title and interests in and to the
ORBIMAGE Products (whether or not incorporated into the VAR Products) shall
remain the sole and exclusive property of ORBIMAGE. The VAR Products shall be
the sole and exclusive property of the VAR, except for the rights of ORBIMAGE
with respect to the ORBIMAGE Products which are incorporated or merged therein.

4. LIMITS ON LICENSE; PROHIBITED ACTS.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION
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A. VAR recognizes and agrees that ORBIMAGE Products are the property
of ORBIMAGE, contain valuable assets and proprietary information of ORBIMAGE,
and are provided to VAR on a confidential basis. VAR expressly acknowledges and
agrees that, notwithstanding any possession of ORBIMAGE Product provided to it
under this Agreement, it shall have no ownership rights in any intellectual
property underlying or contained in such ORBIMAGE Product. VAR agrees not to,
and shall not, do any of the following without ORBIMAGE's written permission:

i. Copy or reproduce any ORBIMAGE Product other than as
consistent with the Permitted Use.

ii. Rent, disclose, publish, sell, assign, lease, market, or
transfer any ORBIMAGE Product except as permitted under Section 3.A.,
above, or use it in any manner not authorized by this Agreement.

iii. Alter or remove any copyright notice or proprietary legend
contained in or on any ORBIMAGE Product.

5. SUBLICENSES

A. In each sale or other disposition or transfer of VAR Product, VAR
shall grant sub-licenses for ORBIMAGE Product that is incorporated or merged
into such VAR Product solely on the following terms and conditions:

i. If the Customer is an end user, VAR shall grant the
Customer a sublicense solely for internal use.; or

ii. If the Customer is a VAR Product distributor, the VAR
distributor shall be permitted to sell the VAR Product to (A) another
VAR Product distributor, or (B) a Customer described in the preceding
paragraph, whose end user sublicense shall be limited solely to internal
use.

iii. The terms of the sublicenses for Customers who are end
users may be perpetual or have such shorter terms as VAR shall determine
in its sole discretion.

B. VAR shall cause each sublicense to explicitly prohibit the
Customer from decompiling, disassembling, or reverse engineering a VAR Product
that results in Customer extracting the ORBIMAGE Product from the VAR Product.

6. EXCEEDING APPLICATION; ASSURANCES.

VAR will, from time to time and as requested by ORBIMAGE, provide
assurances to

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION
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ORBIMAGE that it is using ORBIMAGE Products consistently with the Permitted Use,
and VAR grants ORBIMAGE access, at reasonable times and in a reasonable manner,
to ORBIMAGE Products in VAR's hands, and to VAR's books, records and facilities
to permit ORBIMAGE to verify appropriate use of ORBIMAGE Products. In the event
VAR's use of any ORBIMAGE Product exceeds the Permitted Use, such use shall be
considered a breach hereof and ORBIMAGE shall be entitled to terminate this
Agreement pursuant to Article 12 hereof and to seek such other remedies as are
permitted by law.

7. FEES

A. For each ORBIMAGE Product ordered by VAR under this Agreement, VAR
shall pay ORBIMAGE the listed price in effect at the time of order, less any
applicable discounts as set forth in Schedule 2. By payment of this fee, VAR
shall be entitled to distribute one (1) VAR Product or one ORBIMAGE Product
without paying any additional fees or royalties.

B. For each ORBIMAGE Product acquired by VAR under this Agreement
that is (i) incorporated into multiple VAR Products, or (ii) incorporated into a
VAR Product that is then copied and resold, then VAR shall pay ORBIMAGE
royalties on the sales of such VAR Products on such terms and conditions as the
parties shall mutually agree. If ORBIMAGE and the VAR are unable to negotiate a
mutually agreeable royalty arrangement with respect to a particular VAR Product,
then VAR shall pay ORBIMAGE the listed price (with the appropriate discount) for
the ORBIMAGE Product incorporated into such VAR Product times the number of
sales of such VAR Product.

C. For purposes of any royalty arrangements based on gross revenues
negotiated by the parties, "gross revenues" shall be calculated using amounts
invoiced by VAR (and its sub-distributors), whether these amounts are collected
or not. Gross revenues shall be adjusted by permitted product returns and
warranty claims. Gross revenues shall exclude all sales or use or other taxes,
assessments, fees, and shipping and handling costs that VAR (or its
subdistributor) may collect from its Customers.

D. ORBIMAGE shall invoice VAR for ORBIMAGE Product ordered at the
time ORBIMAGE Product is delivered pursuant to Section 7.A above and VAR shall
pay ORBIMAGE based upon standard Net 45 day terms. With respect to royalty
amounts, within twenty business days after the end of each calendar month, VAR
shall advise ORBIMAGE in writing by submitting a monthly sales report for the
previous period. Such sales report shall accurately detail the VAR's calculation
of the total gross revenues for the period and include all other information
pertaining to the royalty calculation. The VAR shall include royalty payment as
required herein with the submission of the monthly sales report. In the event of
royalty payment discrepancies, ORBIMAGE will invoice VAR, and VAR agrees to pay
for any royalty amounts due as a result in errors identified in the sales
report. Likewise, ORBIMAGE shall credit VAR in the event of VAR's overpayments
identified as a result of errors to the sales report. In the event VAR does not
provide ORBIMAGE with the foregoing information, and fails to comply within a

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION
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reasonable period of time with a request by ORBIMAGE for such information, then
this inaction shall be considered a breach of contract subject to the provisions
of Article 12 of this Agreement.

E. All amounts due but remaining unpaid after payment is due shall
bear interest until paid at the rate equal to the prime rate announced by Xxxxxx
Guarantee Trust Company of New York during the period of nonpayment plus 2% per
annum.

F. VAR grants ORBIMAGE access at reasonable times and in a reasonable
manner, to VAR's books, records and facilities to permit ORBIMAGE to verify
amounts owed under this Agreement. VAR shall require any sub-distributor to
grant ORBIMAGE similar access.

G. This Section 7 shall survive termination of this Agreement.

8. LIMITED WARRANTY; LIMITATION OF LIABILITY

A. ORBIMAGE warrants that the ORBIMAGE Product will, for ninety (90)
days from the date of shipment, be free from defects in media and substantially
conform to ORBIMAGE's specifications when used on appropriate computer hardware.
VAR must notify ORBIMAGE in writing, and return the ORBIMAGE product, within
ninety (90) days from the date of shipment of any warranty claims under this
Section 8(A). ORBIMAGE's sole obligation, and VAR's sole remedy, hereunder shall
be for ORBIMAGE, in its sole discretion, to (i) repair the applicable ORBIMAGE
Product so that it substantially conforms to the applicable product
specifications, (ii) replace the applicable ORBIMAGE Product, or (iii) refund
the amount paid by VAR for the applicable ORBIMAGE product, in each case, within
sixty (60) days of ORBIMAGE's receipt of the warranty claim. The limited
warranty set forth in this Section 8(A) is for the sole benefit of VAR and is
void if the claimed defect or non-conformity resulted from misuse, abuse,
misapplication or modification by VAR, VAR's VAR Product , VAR's ORBIMAGE
Product distributors, or the Customers.

B. ORBIMAGE further warrants that it holds sufficient rights in the
ORBIMAGE Product to grant the License, and that VAR will hold and use the
ORBIMAGE Products hereunder free of the claims by any third party that the
ORBIMAGE Product violates or infringes the United States patent, trademark or
copyright rights of such party, and ORBIMAGE will, at its expense and subject to
VAR's cooperation, defend, indemnify and hold VAR harmless in respect thereof.
PROVIDED, HOWEVER, that the foregoing warranty and indemnity does not apply to
patent, trademark or copyright claims to the extent they arise out of merger or
incorporation of the ORBIMAGE Products with or into other materials. Further,
if, because of such suit or claim, the ORBIMAGE Product is held to constitute an
infringement of any United States copyright or patent, and use of the ORBIMAGE
Product is thereby enjoined, ORBIMAGE shall, at its own option and expense,
either procure the right to continue using the ORBIMAGE Product or replace the
same with a non-infringing product substantially conforming to that described
herein, or modify the same so that it shall be non-infringing, or refund the
price paid for the ORBIMAGE Product. The foregoing states the entire liability
of ORBIMAGE in the event of infringement.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION
7

C. VAR acknowledges that the ORBIMAGE Product is complex and may contain
some non-conformities, defects or errors. ORBIMAGE EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, NOT STATED HEREIN INCLUDING WITHOUT LIMITATION,
ANY WARRANTY AS TO THE ACCURACY OF THE DATA, MERCHANTABIITY OR FITNESS FOR A
PARTICULAR PURPOSE. Without limitation of the foregoing, ORBIMAGE does not
warrant to VAR that the ORBIMAGE Products will (i) meet VAR's expectations,
(ii) be free of non-conformities, defects or errors, or (iii) operate without
interruptions or delays.

9. DELIVERIES

Delivery of ORBIMAGE Products shall be F.O.B. ORBIMAGE's facility.
ORBIMAGE shall not thereafter be liable for transportation or for loss or damage
in transit. Claims for shortages or damages to shipments thereafter shall be
made against carrier by VAR.

10. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

A. Each party represents and warrants to the other, the following:

i. Such party is duly organized and in good standing under the
laws of its jurisdiction of organization and in each other jurisdiction
where such organization or good standing is required for the performance
of this Agreement;

ii. Such party has the power, corporate or otherwise, to enter
into this Agreement and to perform its obligations hereunder, and the
execution, delivery and performance of the Agreement by such party has
been duly authorized by all necessary action;

iii. The Agreement has been duly executed and delivered by such
party and constitutes a legally valid and binding obligation of such
party, enforceable against such party in accordance with its terms; and

iv. Such party's entry into and performance under this Agreement
does not violate any law or regulation, judicial or executive order, or
contractual commitment by which such party is bound.

B. Each party hereby agrees to indemnify and hold harmless the other
party from and against any and all claims, damages and liabilities whatsoever,
asserted by any third party or entity, arising out of or relating to the
indemnifying party's performance under this Agreement.

11. DISTRIBUTORSHIP OF ORBIMAGE PRODUCTS

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

Subject to the payment of fees in accordance with this Agreement,
ORBIMAGE hereby appoints VAR as an authorized distributor of ORBIMAGE Products
in the Territory on the terms and conditions set forth in Schedule 4 hereto.

12. TERM AND TERMINATION

A. Unless terminated as hereinafter provided, the term of this
Agreement shall run concurrently with the term (including any extensions) of
that certain Distribution Agreement of even date herewith (the "Non-U.S.
Agreement") between ORBIMAGE and SPOT Image, S.A. ("SPOT Image-France"), and
shall terminate automatically upon the expiration of the term or any termination
of the Non-U.S. Agreement. Termination of this Agreement as provided herein
shall automatically terminate all schedules hereto.

B. Intentionally Deleted.

C. Intentionally Deleted.

D. In the event a change in the control of ownership occurs with
respect to VAR, this Agreement shall be void and of no further force and effect
unless ORBIMAGE consents in writing to such change in control, which consent
shall not be unreasonably withheld. For purposes of this Agreement, a change in
the control of ownership shall be deemed to have occurred if SPOT Image-France,
shall:

i. cease to own, directly or indirectly, at least 51 percent of
the issued and outstanding shares of capital stock or other interests of
VAR entitled to vote generally for the election of directors or persons
performing similar functions, or

ii. not have the ability to elect a majority of the directors or
persons performing similar functions of VAR.

E. This Agreement shall terminate automatically, and without the
giving of notice in the event either party shall become insolvent, or shall ask
its creditors for a moratorium, or shall file a voluntary petition in
bankruptcy, or shall be adjudicated as a bankrupt pursuant to an involuntary
petition, or shall suffer appointment of a temporary or permanent receiver,
trustee, or custodian for all or a substantial part of its assets who shall not
be discharged within thirty days.

F. Notwithstanding any other provision of this Article, either party
may terminate this Agreement for failure by the other party to perform or adhere
to any of its obligations under this Agreement, if such failure shall remain
uncured for a period of thirty (30) days after receipt by the other Party of
written notice thereof. If such failure is not cured, or such cure does not
commence, within thirty days of such notice, the non-breaching party may
terminate this Agreement with immediate effect by written notice to the other
party.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

G. Upon termination of this Agreement:

i. the License granted under Article 3 shall also
terminate, provided, however, that VAR shall retain rights and
obligations as stipulated herein, for a period of one year from the
effective date of termination, to continue use of ORBIMAGE Products for
incorporation into VAR Products, provided VAR continues to make payment
of royalties to ORBIMAGE as required herein. Following such one year
period, such rights granted to VAR shall cease and VAR shall have no
further rights to the use of ORBIMAGE Products for incorporation into
VAR Products. At this time, VAR shall promptly return all copies of
ORBIMAGE Products held in its possession to ORBIMAGE.

ii. the Distributorship License granted under Article 11
shall immediately terminate and VAR shall promptly return all copies of
ORBIMAGE Products held in its possession to ORBIMAGE.

H. Neither Party shall by reason of the termination or non-renewal of
this Agreement be liable to the other for compensation, reimbursement or damages
on account of the loss of prospective profits, or anticipated sales or on
account of expenditures, investments, leases, property improvements or
commitments in connection with the business or good will of either Party, or
otherwise.

I. Each of ORBIMAGE and VAR acknowledge and agree that this Agreement
shall not enter into legal effect if (A) ORBIMAGE's Board of Directors does not
ratify and approve this Agreement, the Non-U.S. Agreement and the Ground Station
Contract of even date herewith between ORBIMAGE and SPOT Image-France (the
"Ground Station Contract") in accordance with Section 10(n)(i) of the Non-U.S.
Agreement; or (B) SPOT Image-France's Board of Directors does not ratify and
approve the Non-U.S. Agreement and the Ground Station Contract in accordance
with Section 10(n)(i) of the Non-U.S. Agreement. In the event that the foregoing
conditions have not been satisfied, this Agreement, the Non-U.S. Agreement and
the Ground Station Contract shall automatically terminate without any liability
to either party and without any further action being required of either party,
as provided in Section 10(n)(i) of the Non-U.S. Agreement.

13. NOTICES

All notices, requests, demands, directions and other communications
provided for hereunder shall be in writing and shall be sufficient (and shall be
deemed to have been duly given or made upon receipt) if delivered in person, by
courier service, by telecopier, or by registered or certified mail (postage
prepaid, return receipt requested) to the attention and address of the Party
intended as the recipient thereof. The point of contact and address of both
Parties are set forth below:

Notices to ORBIMAGE shall be sent to:

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION
10

Orbital Imaging Corporation
00000 Xxxxxxxx Xxxx.
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxx, Contracts Manager
(000) 000-0000 (fax)

Notices to VAR shall be sent to:

SPOT Image Corporation
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Corporate Secretary
(000) 000-0000 (fax)

14. DISPUTE RESOLUTION

A. The parties agree that they will use reasonable efforts to resolve
any claim, dispute or controversy arising out of or in connection with or
relating to this Agreement or the breach or alleged breach thereof. If, after
thirty days from the date one party gives notice to the other of such claim,
dispute or controversy, the parties are unable to resolve any such claim,
dispute or controversy, either party may submit it to binding arbitration (and
give notice to the other party of such submission) under the rules of the
American Arbitration Association in Washington, District of Columbia, before a
single arbitrator agreeable to both parties. If the parties cannot agree on a
designee within four weeks after arbitration is requested in writing, the
arbitration shall proceed before a single arbitrator appointed by the American
Arbitration Association. The award shall be rendered in such form that judgment
may be entered thereon in any court having jurisdiction thereof.

B. ANY ACTION FOR AN ALLEGED BREACH OF THIS AGREEMENT MUST BE
COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.

15. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia, excluding its conflict of laws rules. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

16. EXPORT

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

VAR shall be responsible for compliance with all laws and regulations
governing transactions with foreign entities, including, but not limited to,
obtaining requisite export licenses for ORBIMAGE Products and VAR Products.

17. GOVERNMENT RIGHTS

For any sales to the U.S. Government of ORBIMAGE Products or VAR
Products, VAR shall take all measures necessary to ensure that the Government
obtains only "restricted rights" (as defined in applicable federal procurement
regulations) in such products.

18. CONFIDENTIALITY

The parties agree with respect to this Agreement, including the terms
contained herein, that it constitutes confidential information the disclosure of
which would be adverse to the business interests of each party; that neither
party shall disclose it in whole or in part to any third party; and that each
party shall protect it with the same standard of care it protects its own
confidential or proprietary information, but in no event with less than a
commercially reasonable standard of care.

19. MISCELLANEOUS

A. IN NO EVENT WILL EITHER ORBIMAGE OR VAR BE LIABLE TO EACH OTHER OR
ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF PROFITS) EVEN IF ORBIMAGE OR VAR, AS THE CASE MAY BE, HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN ARTICLES
8(B) AND 10(B), ORBIMAGE'S ENTIRE LIABILITY TO VAR HEREUNDER SHALL BE LIMITED IN
THE AGGREGATE TO VAR'S DIRECT DAMAGES, NOT TO EXCEED THE AMOUNT OF THE LICENSE
FEES VAR PAID FOR THE ORBIMAGE PRODUCT.

B. This Agreement supersedes all prior or contemporaneous agreements,
representations, warranties and understandings and contains the entire agreement
between the Parties hereto.

C. No amendment, modification, termination, or waiver of any
provision of this Agreement, except for Schedule 1 as described in the
definition of "ORBIMAGE Product," nor consent to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by duly
authorized representatives of each Party hereto, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

D. VAR shall not have the right to assign this Agreement in whole or
in part without the prior express written consent of ORBIMAGE, which shall not
be unreasonably withheld.

E. No notice to or demand on either Party in any case shall entitle
it to any other or further notice or demand in similar or other circumstances.

F. No failure or delay on the part of either Party in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy hereunder.

G. This Agreement may be executed in counterparts, each of which when
so executed and delivered shall be deemed to be an original and both of which
taken together shall constitute but one and the same instrument. Headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first above written.

ORBITAL IMAGING CORPORATION

By:
-------------------------------------
Name:
---------------------
Title:
---------------------

SPOT IMAGE CORPORATION

By:
-------------------------------------
Name:
---------------------
Title:
---------------------

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

SCHEDULE 1
ORBIMAGE PRODUCT LIST

ORBVIEW-2 PRODUCTS
Standard
Data Geographic File Retail
Product Layers Size Size Availability Price
---------------------------- ------------ --------------------- ------------- ----------------- ----------------

Basic Data-Sets
Level-1A (HDF) 8 1,500 x 2,800 km 28 Mbytes 48 Hours $ 500 *
Level-1B (CEOS) 8 1,500 x 2,800 km 28 Mbytes 48 Hours $ 500 *
Level-2A (CEOS) 9 1,500 x 2,800 km 31 Mbytes 48 Hours $ 500 *

* Price for single-user license only

Basic Data-Sets

If VAR wants to order individual images from the OrbView-2 satellite, ORBIMAGE
offers Basic Data-Sets for $500 per data-set with a single-user license. If VAR
requires a multi-agency license, ORBIMAGE offers Basic Data-Sets for $1,000 per
data-set. Each data-set comprises a coverage area of 1,500km x 2,800km and
includes imaging information from all eight channels of the OrbView-2 imaging
instrument. The Basic Data-Sets include both Level-1 data that has been
radiometrically calibrated for top-of-the-atmosphere radiances and Level-2 data
that has been atmospherically corrected over water areas. The OrbView-2 Basic
Data-Sets are compatible with standard image processing software packages.
ORBIMAGE also has a data format that is compatible with the SeaDAS
image-processing software package developed by NASA. Prices do not include sales
taxes or shipping fees.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

SCHEDULE 1
ORBIMAGE PRODUCT LIST

ORBVIEW-3 PRODUCTS

Basic Imagery Products Enhanced Imagery Products
-------------------------------------------- -------------------------------------------------

1. Basic Data-Sets 4. Digital Elevation Data
1.1 Fast Delivery 4.1 Digital Surface Models
1.2 Medium Accuracy Low, Medium, High Accuracy
1.3 High Accuracy 4.2 Digital Elevation Models
1.4 Very High Accuracy Low, Medium, High Accuracy

2. Precision Data-Sets 5. Thematic Maps
2.1 Fast Delivery 5.1 Vegetation Stress Maps
2.2 Medium Accuracy 5.2 Biomass Maps
2.3 High Accuracy 5.3 Land Cover Maps
2.4 Very High Accuracy
2.5 Coarse Mosaic 6. Feature Maps
6.1 Topo 1
3. Orthoimages 6.2 Topo 2
3.1 Standard 6.3 Engineering
3.2 Seamless Mosaic

ARCHIVED IMAGERY PRODUCTS
--------------------------------------------
1. 1m Pan Ortho City Mosaics

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

SCHEDULE 2
Discount

[*CONFIDENTIAL TREATMENT REQUESTED*]

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION
17

SCHEDULE 3
Intentionally deleted

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

SCHEDULE 4
Distributorship Terms and Conditions

This Schedule 4 sets forth the terms and conditions under which VAR is
entitled to distribute ORBIMAGE Products pursuant to Section 11 of this
Agreement. Except as otherwise expressly provided in this Schedule 4, all of the
other terms and conditions set forth in the Agreement shall apply to VAR's
distribution of ORBIMAGE Products pursuant to Section 11.

1. During the term hereof ORBIMAGE hereby appoints VAR and VAR hereby
accepts such appointment to become an authorized distributor of ORBIMAGE
Products to Customers in the Territory. Subject to the payment of fees in
accordance with this Agreement and during the term hereof, ORBIMAGE grants VAR a
nontransferable, non-exclusive license to promote, market, sell, sublicense or
otherwise resell ORBIMAGE Products to Customers within the Territory.

2. VAR covenants and warrants that it will not act or represent
itself directly or by implication as agent for ORBIMAGE and will not attempt to
create any obligation, or make any representation, on behalf of or in the name
of ORBIMAGE.

3. VAR shall have the authority to appoint an associate distributor
or subdistributor of ORBIMAGE Products, subject to the prior express written
consent of ORBIMAGE; provided, however, if ORBIMAGE does not deny consent to
such appointment within 30 days after its receipt of VAR's request for consent
such consent shall be deemed to have been given.

4. Intentionally Deleted.

5. VAR will establish, staff, equip and maintain facilities for the
sale of ORBIMAGE Products in the Territory. Such facilities shall be sufficient
to enable VAR to satisfy properly its sales responsibilities under this
Agreement. VAR's conduct and such facilities shall be consistent with promoting
the reputation of, and public confidence in, ORBIMAGE Products and ORBIMAGE. VAR
will cause its suitably trained and professional employees to call in a
businesslike manner upon Customers and potential Customers at appropriate
intervals.

6. ORBIMAGE may share in the expense of local advertising or
promotion by VAR or other sales promotion projects subject to an express
agreement in writing by the parties.

7. VAR may use ORBIMAGE's name, trademarks, and trade names (and any
xxxx or name closely resembling the same) now or hereafter owned or licensed by
ORBIMAGE related to the ORBIMAGE products ("ORBIMAGE Trademarks") solely for
purposes related to this Agreement in a manner which promotes the sale of
ORBIMAGE Products. VAR shall deliver to ORBIMAGE for its prior approval, which
shall not be unreasonably withheld, copies of all marketing and promotional
materials VAR proposes to use from time to time which use or incorporate any
ORBIMAGE Trademarks, and all changes and revisions thereto. ORBIMAGE shall be
deemed to have approved any such material if it has not objected to such
material within

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

thirty (30) days after its receipt thereof. VAR's use of the ORBIMAGE Trademarks
shall comply with the requirements of this Agreement and such commercially
reasonable standards as ORBIMAGE shall specify in writing from time to time. VAR
is not authorized to use any such trademark or trade name outside VAR's
Territory nor as a part of VAR's trade style or corporate name.

8. VAR will keep records of its business relating to sale of ORBIMAGE
Products. From time to time during regular business hours, ORBIMAGE or its
authorized representatives may examine such records and VAR's accounts relating
to the sale of ORBIMAGE Products to confirm VAR's compliance with its
obligations hereunder.

9. The sale by ORBIMAGE to VAR of ORBIMAGE Products shall be subject
to the provisions of this Agreement. Any provision of any purchase order placed
by VAR which is inconsistent with any term of this Agreement shall be null and
void unless expressly accepted by ORBIMAGE in writing.

10. The prices of ORBIMAGE Products sold to VAR by ORBIMAGE for resale
shall be determined pursuant to Article 2.D of the Agreement, less ORBIMAGE's
discounts as set forth herein, plus such sums as are in reimbursement for any
taxes paid, or equivalent to any taxes described in Section 12 of this Schedule
4, except to the extent that VAR may provide proper exemption certificates.

11. Intentionally Deleted.

12. VAR shall pay all sales, use or similar taxes (but not income
taxes) which may be assessed or levied on ORBIMAGE by any national, state or
local government and any departments and subdivisions thereof in connection with
the purchase by VAR of ORBIMAGE Products.

13. Intentionally Deleted.

14. Intentionally Deleted.

15. CUSTOMER LICENSE FOR ORBIMAGE PRODUCTS

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

VAR shall include the following terms as the grant of license in each
sale of ORBIMAGE Products to a Customer who will be an end user:

"A. LICENSE AND USE OF ORBIMAGE PRODUCT

i. Customer is granted a non-transferable, non-exclusive, fully
paid-up perpetual license to use the ORBIMAGE Products solely for
internal use ("Permitted Use"). The term of this license shall be
[determined by VAR], so long as Customer does not exceed the Permitted
Use. ORBIMAGE retains all ownership rights in the ORBIMAGE Products, and
under no circumstances shall this license or the delivery or use of
ORBIMAGE Products be deemed to constitute receipt by Customer of any such
rights.

ii. Under the Permitted Use, Customer may specifically:

a. Reformat the Product into formats or media different
from those in which it is delivered to Customer.

b. Make one copy of the Product for Customer's internal
archival or backup purposes.

B. LIMITS ON LICENSE. PROHIBITED ACTS.

Customer recognizes and agrees that the ORBIMAGE Product is property of
ORBIMAGE, contains valuable assets and proprietary information of ORBIMAGE, and
is provided to Customer on a confidential basis. Customer agrees not to, and
Customer shall not, do any of the following without ORBIMAGE's written
permission:

i. Copy or reproduce the ORBIMAGE Product other than as consistent
with the Permitted Use.

ii. Rent, disclose, publish, sell, assign, lease, sub license,
market, or transfer the ORBIMAGE Product or use it in any manner not
expressly authorized by this Agreement.

iii. Alter or remove any copyright notice or proprietary legend
contained in or on the Image Product.

iv. Use the ORBIMAGE Product to generate a new product, or
incorporate or merge it into another product, that is intended for sale.

v. Attempt to decompile, disassemble or reverse engineer the
ORBIMAGE Product.

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

C. EXCEEDING APPLICATION.

Customer will, from time to time and as requested by VAR provide
assurances to VAR that it is using the ORBIMAGE Product consistent with the
Permitted Use, and Customer grants VAR access, at reasonable times and in
reasonable manner, to the ORBIMAGE Product in its hands, and to its books,
records and facilities to permit VAR to verify appropriate use of the ORBIMAGE
Product. However, non-exercise of this right by VAR, 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 ORBIMAGE Product
exceeds the Permitted Use, VAR/ORBIMAGE may, in addition any other remedies at
law: (a) demand return of the ORBIMAGE Product, (b) forbid and enjoin Customer's
further use of the ORBIMAGE Product, and/or (c) assess Customer the cost of
their inspection and enforcement efforts (including attorneys' fees)."

ORBIMAGE CONFIDENTIAL AND PROPRIETARY INFORMATION

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