EXHIBIT 10.1 MODIFICATION AGREEMENT

 Exhibit 10.1

Citizens Bankä

MODIFICATION AGREEMENT

This MODIFICATION AGREEMENT entered into at Albany, New York, as of February 7, 2006 between MapInfo Realty LLC, a New York limited liability company, with an address of One Global View, Troy, New York 12180 (the "Borrower") and Citizens Bank, N.A., a National Bank with an address of 833 Broadway, Albany, New York 12207 (the "Bank").

WHEREAS, the Bank has made a loan to the Borrower in the original principal amount of $15,075,000.00 (the "Loan");

WHEREAS, the Loan is evidenced by that certain Note, dated December 18, 2002 (as previously amended, modified or supplemented, the "Note"), by the Borrower in favor of the Bank in the original principal amount of $15,075,000.00 which matures on January 1, 2013 (the "Maturity Date");

WHEREAS, the Note and all other documents and instruments executed in connection with or relating to the Loan are referred to herein, collectively, as the "Loan Documents"; and all collateral granted to the Bank to secure the Loan is referred to herein, collectively, as the "Collateral";

WHEREAS, the Borrower and the Bank have agreed to modify the interest rate(s) applicable to the Loan;

WHEREAS, the Borrower and the Bank have agreed to modify the Loan and the Loan Documents in accordance with the terms of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Borrower mutually agree as follows:

1. MODIFICATION

1.1  Recitals and Representations Accurate. The above recitals are hereby made a part of this Agreement and the Borrower acknowledges and agrees that each of the recitals is true and correct.

1.2  Ratification. All of the terms and conditions of the Loan Documents, as amended or modified hereby, are ratified, acknowledged, confirmed, and continued in full force and effect as if fully restated herein.

1.3  Interest Rate. The Borrower and the Bank agrees that notwithstanding anything to the contrary in the Note as of the effective the date of this Agreement, the outstanding principal balance of the Note, as modified hereby, shall bear interest at a per annum rate equal to One and Thirty-Five Hundredths Percent (1.35%) above the Libor Rate (as hereinafter defined) for any Interest Period (as hereinafter defined). The Floor Rate is being removed from Note.

Interest Period means initially, the period commencing on the date of this Note (the "Start Date") and ending on the numerically corresponding date one month later, and thereafter each one month period ending on the day of such month that numerically corresponds to the Start Date. If an Interest Period is to end in a month for which there is no day which numerically corresponds to the Start Date, the Interest Period will end on the last day of such month

1.4  Index. LIBOR Rate means relative to any Interest Period, the offered rate for delivery in two London Banking Days (as hereinafter defined) of deposits of U.S. Dollars which the British Bankers' Association fixes as its LIBOR rate and which appears on the Telerate Page 3750 as of 11:00 a.m. London time on the day on which the Interest Period commences, and for a period approximately equal to such Interest Period. If the first day of any Interest Period is not a day which is both a (i) Business Day (as hereinafter defined), and (ii) a day on which US dollar deposits are transacted in the London interbank market (a ""London Banking Day""), the LIBOR Rate shall be determined in reference to the next preceding day which is both a Business Day and a London Banking Day. If for any reason the LIBOR Rate is unavailable and/or the Bank is unable to determine the LIBOR Rate for any Interest Period, the LIBOR Rate shall be deemed to be equal to the Bank's Prime rate. Business Day means any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Albany.

1.5  Principal Balance. The Borrower acknowledges and agrees that the current outstanding principal balance of the Note as of the date hereof is $14,130,517.32.

1.6  Representations and Warranties. The Borrower hereby represents and warrants to the Bank that:

(a)  The person executing this Agreement is duly authorized to do so and to bind the Borrower to the terms hereof;

(b)  Each of the Loan Documents is a valid and legal binding obligation of the Borrower, enforceable in accordance with its terms, and is not subject to any defenses, counterclaims, or offsets of any kind;

(c)  All financial statements delivered to the Bank presented fairly, in all material respects, the financial position of MapInfo Corporation for the periods reflected in such financial statement;

(d)  Since the date of the Loan Documents there has been no material adverse change in the condition, financial or otherwise, of the Borrower, except as disclosed to the Bank in writing or publicly in SEC filings;

(e)  Except as disclosed in SEC filings, there exists no action, suit, proceeding or investigation, at law or in equity, before any court, board, administrative body or other entity, pending or threatened, affecting the Borrower or its property, wherein an unfavorable decision, ruling or finding would materially adversely affect the business operations, property or financial condition of the Borrower; and

(f)  There exists no event of default, or other circumstance that with the passage of time or giving of notice or bot