Employment Agreement

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 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 Scott, and he agrees to serve as MapInfo's Vice President of Engineering.

1.3

Scott 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/profit operation of the company, as well as the growth of the business, subject to the control, discretion and approval of the Chief Executive Officer. In the performance of his duties, he shall make his office in the U.S. headquarters of MapInfo.

1.4

Term. The term of this Agreement shall begin on October 1, 2004, and continue until September 30, 2007, unless terminated earlier pursuant to Section 5 below.

2.     COMPENSATION AND BENEFITS

2.1

The Company shall pay to Scott a base salary of not less than One Hundred Forty Thousand Dollars ($140,000.00) per annum, in accordance with the standard payroll practices of the Company. During the term of this Agreement, Scott's base salary may be adjusted as approved by the Company Board of Directors.

2.2

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

2.2.1

An additional Twenty Five Percent (25%) of Scott'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 Thirty Five Percent (35%) of base salary will be earned for achieving above targeted objectives as outlined each fiscal year in Scott's approved MEICP. The incentive compensation will be paid in accordance with the schedule which MapInfo publishes each fiscal year; and

2.2.2

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

2.3

The Company shall reimburse Scott 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.

2.4

Scott shall be entitled to participate on the same basis, 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 with respect to other employees of the Company, in accordance with the written terms of said plans which shall be controlling.

2.5

If, during the term of this Agreement, Scott 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, Scott may continue his existing healthcare insurance coverage (which will include medical and dental) subject to the conditions set forth below:

2.5.1

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

2.5.2

If Scott timely elects continued healthcare insurance coverage, Scott's cost for 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 Scott'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 Scott'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 Scott with benefits substantially similar to those which Scott 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, 2007), the Agreement will automatically extend for a period of one year, unless MapInfo gives timely notice of non-renewal as stated below. If a party intends not to renew this Agreement upon its expiration, that party will give the other party one year's advance written notice (by September 30, 2006). If either the Company or Scott decide not to renew the employment relationship, Scott shall be paid as severance pay an amount equal to his highest annual remuneration (consisting of base salary and actual incentive compensation) during the immediate preceding five (5) years. Receipt of this severance payment shall be contingent upon Scott's execution of a General Release substantially in the format attached hereto as Exhibit "A."

3.     INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION

Scott 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 to be rendered by Scott during the term of his employment are special, unique and of extraordinary character, and Scott 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 Scott of the provisions of said Section 3, MapInfo shall be entitled to an injunction restraining Scott from violating the terms thereof, and from providing any confidential information to any person, firm, corporation, association or other entity, whether or not Scott 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 Scott.

5.     EARLY TERMINATION

Definitions for purposes of this Agreement:

          "Cause" shall be defined and limited to (i) the willful and continued failure by Scott to substantially perform his duties hereunder (other than any such failure resulting from Scott's incapacity due to physical or mental illness), or (ii) conviction for any crime other than simple offenses or traffic offenses; (iii) breach of Scott'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 Scott'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 mean an acquisition (directly or indirectly) resulting in more than 50% of the Company's voting stock or assets being acquired by one or more entities that thereby gain management control of the Company. 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 Scott.

          "Good Reason" shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after Scott has given written notice of such noncompliance to the Company.

          "Notice of Termination" shall mean a written notice to the other party