EXHIBIT 10.3 Employment Agreement

exhibit 10.3

Employment Agreement

Agreement effective December 28, 2006, between MapInfo Corporation, One Global View, Troy, New York 12180 "MapInfo" or "Company"), and K. Wayne McDougall ("Executive").

1.      EMPLOYMENT AND TERM

1.1     Upon execution of this Employment Agreement (the "Agreement"), it is hereby acknowledged that this agreement and any exhibits hereto, constitute the entire understanding between the parties, and all previously executed employment agreements, together with any addendums (including the agreement effective October 1, 2003, as amended) previously executed by both parties, are hereby null and void. No waiver or modification of the terms hereof shall be valid unless in writing and signed by both parties and only to the extent therein set forth.

1.2     MapInfo agrees to continue employment of Executive, and he agrees to serve as MapInfo's Vice President, Treasurer and Chief Financial Officer.

1.3     Executive shall devote his best and full-time efforts to fulfilling his responsibilities to MapInfo. He shall use his individual expertise to the extent possible for effective sales/profits operation of the company, as well as the growth of the business, subject to the control, discretion and approval of the President and Chief Executive Officer. In the performance of his duties, he shall make an office in the U.S. headquarters of MapInfo.

1.4     Term. The term of this Agreement shall begin as of October 1, 2006, and continue until September 30, 2009, unless terminated earlier pursuant to Section 5 below.

2.      COMPENSATION AND BENEFITS

2.1     The Company shall pay to Executive a base salary of not less than Two Hundred Seventy-Five Thousand Dollars ($275,000) per annum, in accordance with the standard payroll practices of the Company. During the term of the Agreement, Executive's base salary may be adjusted as approved by the Company's Board of Directors.

2.2     While he is employed, Executive will be eligible to earn incentive compensation in accordance with the MapInfo Executive Incentive Compensation Program (hereafter, "MEICP") based on the Company's and Executive's performance during each fiscal year as follows:

2.2.1     An additional Sixty Percent (60%) of Executive's annual base salary may be earned per MapInfo's fiscal year (October 1 through September 30), for achieving targeted Company objectives and up to One Hundred Percent (100%) of base salary will be earned for achieving above targeted objectives as outlined each fiscal year in Executive's approved MEICP. The incentive compensation will be paid in accordance with the schedule which MapInfo publishes each fiscal year; and

2.2.2     Executive's annual incentive compensation target may be increased from time to time in accordance with the normal business practices of the Company.

2.3     Executive shall be entitled to participate on the same basis and subject to the same      qualifications as other employees of the Company in any disability, pension, life insurance, health insurance, hospitalization and other fringe benefit plans in effect and in accordance with the written terms of said plans which shall be controlling.

2.4     The Company shall reimburse Executive for all reasonable out-of-pocket expenses      incurred in connection with the performance of his duties hereunder, payable in      accordance with the standard expense account procedures of MapInfo .

2.5     If, during the term of this Agreement, Executive has or would have completed a minimum of ten (10) years' service with MapInfo and resigns or is terminated by MapInfo without cause or MapInfo gives notice not to renew the Agreement, Executive may elect continued healthcare insurance coverage (which will include medical and dental) for up to thirty six (36) months after the effective date of termination subject to the conditions set forth below:

2.5.1     If Executive elects continued healthcare insurance coverage, he shall in writing notify MapInfo of his election within sixty (60) continuous days of the effective date of his termination.

2.5.2     If Executive timely elects continued healthcare insurance coverage, Executive's cost for such coverage will be equal to the lesser of (i) 30% of the applicable COBRA premium charged for similar coverage or (ii) 110% of the cost charged to active employees for similar coverage; provided, however, in no event will Executive's cost for such coverage be greater than 50% of the total employer/employee cost for such coverage.

2.5.3     In the event that Executive's participation in any such plan, program, or arrangement of the Company or successor company is prohibited, the Company or successor company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for the same period that MapInfo or the successor company provides healthcare insurance benefits to active employees.

2.6     At the expiration of this Agreement (September 30, 2009), the Agreement and the employment relationship will automatically terminate. If either the Company or Executive decide not to renew the employment relationship upon the expiration of the Term or an extension thereof, the Company shall upon termination pay Executive severance pay of an amount equal to his highest annual remuneration (consisting of base salary and actual incentive compensation and perquisites) achieved during the five (5) year period immediately preceding the date of notice. Receipt of this severance payment shall be contingent upon Executive's execution of a General Release substantially in the format of the document attached hereto as Exhibit "A."

3.      INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION

Executive reaffirms his previously executed attached Employee Intellectual Property, Confidential Information and Non-Competition Agreement.

4.      IRREPARABLE INJURY

4.1     Both parties hereto recognize that the services Executive will render during the Term of his employment are special, unique and of extraordinary character, and Executive acknowledges that any violation by him of Section 3 of this Agreement may cause the Company irreparable injury.

4.2     In the event of a breach or threatened breach by Executive of the provisions of said Section 3, MapInfo shall be entitled to an injunction restraining Executive from violating the terms thereof, and from providing any confidential information to any person, firm, corporation, association or other entity, whether or not Executive is then employed by, or an officer, director, or owner thereof.

4.3     Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including recovery of damages from Executive.

5.      EARLY TERMINATION

5.1     Definitions for purposes of this Agreement:

"Cause" shall be defined and limited to (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness), or (ii) conviction for any crime other than simple offenses or traffic offenses; (iii) breach of Executive's fiduciary responsibilities to the Company; (iv) conduct reflecting moral turpitude; (v) commission of fraud, embezzlement, theft or misappropriation of company funds or property, or gross misconduct in Executive's dealings with or on behalf of the Company; (vi) violation of federal securities laws; and/or (vii) breach of any duty of confidentiality owed the Company.

"Change in Control of the Company" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied:

1. Any person ( other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation owned directly or indirectly by the stockholders of the Company, in substantially the same proportions as their ownership of stock of Owner Company), becomes the beneficial owner, directly or indirectly, of securities of the Company, representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities;
2. At any time during any twelve-month period, individuals who at the beginning of such period cease to constitute a majority of the Board of Directors of the Company during such twelve-month period for any reason (except for death, disability or retirement); or
3. The stockholders of the Company approve: (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition of all or substantially all the Company's assets; or (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

This section shall govern in case of any conflict between the wording of this Agreement and the wording of the plan under which any stock options were granted to Executive.

"Change in Control Date" shall mean the first date during the Term on which a Change in Control of the Company occurs. Anything in the Agreement to the contrary, notwithstanding, if Executive's employment is terminated and if reasonably demonstrated by Executive that such a termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company, or (ii) otherwise arose in connection with or anticipation of a Change in Control of the Company, then for all purposes of this Agreement the "Change in Control Date" shall mean the date immediately prior to the date of such termination of employment.

"Date of Termination " shall mean:

(a)      if Executive's employment is terminated by his death, the date of his death;

(b) if Executive's employment is terminated by reason of his disability (mental or physical),

sixty (60) days after Notice of Termination is given (provided that Executive shall not have

returned to the performance of his duties on a full-time basis during such sixty (60) day

period);

(c) if the Company terminates Executive's employment for Cause, the date the Notice of

Termination is given or later, if so specified in such Notice of Termination. If the termination for cause follows within twelve (12) months of a Change in Control of the Company, a determination of a termination for "cause" shall require the affirmative vote of at least three fourths of the members of the Board acting in good faith and such vote shall not be made prior to the expiration of a sixty (60) day period following the date on which the Board shall by written notice to Executive, furnish to him a statement of its grounds for proposing to make such determination, during which period Executive shall be afforded a reasonable opportunity to make oral and written presentations to the members of the Board and to be represented by his legal counsel at such presentations, or to refute the grounds for the purposed determination if termination for "Cause"; and

(d)     if Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given.

"Good Reason" shall be deemed to exist, if Executive terminates his employment within Ninety (90) days after the occurrence of any of the following:

1. Without Executive's express written consent, a material change is made to his responsibilities, status, or title(s).
2. A reduction by the Company in Executive's base salary.
3. An intentional, material reduction by the Company of Executive's aggregate target incentive awards under the short-term and long-term incentive plans.
4. The failure of the Company to maintain Executive's relative level of coverage under its employee benefit, retirement, or material fringe benefit plans, policies, practices, or arrangements in which Executive participates, both in terms of the amount of benefits provided and the relative level of his participation (other than those plans or improvements that have expired thereafter in accordance with their original terms), or the taking of any action which would materially reduce Executive's benefits under any of such plans or deprive him of any material fringe benefit enjoyed by him. For this purpose, the Company may eliminate and/or modify existing employee benefit plans and coverage levels on a consistent and non-discriminatory basis applicable to all such executives; provided , however, that Executive's level of coverage under all such programs must be at least as great as is such coverage provided to employees who have the same or lesser levels of reporting responsibilities within the organization.
5. The failure by the Company to pay Executive any material amount of his current salary, or any material amount of his compensation deferred under any plan, agreement or arrangement of or with the Company, within ten (10) days after make written demand for such amount.
6. The change of Executive's principal place of employment to a location more than thirty-five (35) miles from such principal place of employment, except for required travel by the Company on business to an extent substantially consistent with his business travel obligations.
7. The failure by the Company to obtain an assumption of the obligations of the Company under this Agreement by any successor to the Company.

"Notice of Termination" shall mean a written notice to the other party that Executive is terminating or to be terminated