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Governing Law: New York     Date: 5/25/2005
Law Firm: Dan Brecher    

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                                                                   EXHIBIT 10.10


                              AMENDED AND RESTATED

                               SERVICES AGREEMENT


         This Amended and Restated Services Agreement (the "Agreement") is made

and entered into as of the 19th day of May, 2005, by and between TERRA INSIGHT

CORPORATION, a Delaware corporation ("TIC"), and THE INSTITUTE OF

GEOINFORMATIONAL ANALYSIS OF THE EARTH, a Liechtenstein establishment (the

"INSTITUTE"). This Agreement amends and restates the Service Agreement dated as

of January 7, 2005 between the parties.


         WHEREAS, the INSTITUTE is in the business of developing, using, and

licensing others to use, and is the developer and owner of certain technology

and know-how used in the surveying, mapping, detection, and reporting of natural

resources of the Earth (the "Mapping Technology");


         WHEREAS, TIC is in the business of providing services and products in

connection with the identification, location, exploration and recovery of

deposits of natural resources ("TIC Services"); and


         WHEREAS, the INSTITUTE licensed all of its commercial Mapping

Technology to TIC;


         WHEREAS, the INSTITUTE agreed to provide related commercial services in

the use of the Mapping Technology;


         NOW THEREFORE, for good and valuable consideration and on the promises

and premises set forth below, the parties agree as follows:



engages INSTITUTE as an independent contractor, and not as an employee or agent

of TIC, to provide to TIC the services, as hereinafter set forth in greater

detail and within guidelines established by TIC and INSTITUTE. INSTITUTE is not

granted any right or authority to assume or create any obligation or liability,

express or implied, on behalf of TIC or in its name, or to accept service of

process in any action on its behalf or in its name, or to bind TIC in any manner

or form whatsoever.


                  TIC hereby retains INSTITUTE to perform such consulting and

advisory services (the "Services") requested by TIC for the Term of this

Agreement. The Services shall include suggestions of locations, detection,

assessments, prognoses, determinations, analysis, surveys, diagrams, modeling,

mapping and recommendations related to the utilization of the Mapping

Technology, preparation of reports of results of the Services, and

interpretation of results of uses of the Mapping Technology and of workings of

the Mapping Technology. INSTITUTE agrees to perform for TIC the Services,

including preparation of any documentation related thereto. INSTITUTE further

agrees to perform the Services in a good workmanlike and timely manner. All

Services requested by TIC shall be performed by personnel of INSTITUTE that are

reasonably acceptable to TIC. INSTITUTE shall devote such time and efforts as

are reasonably consistent with the needs of TIC, and will devote such time as

TIC reasonably requests and requires. Notwithstanding anything to the contrary

herein, TIC shall own all of the work product of the Services.


         2. TERM OF AGREEMENT. The term of the Agreement shall be for a period

of thirty (30) years (the "Term") commencing with the date of this Agreement,

unless earlier termination pursuant to the termination of the Technology License

Agreement entered into by the parties as of even date. The Term shall

automatically renew for another thirty year period unless terminated by either

party in writing within ninety (90) days before the end of the initial thirty

year term unless sooner terminated in accordance with the termination of the

Technology License Agreement.






         3. PAYMENTS. (a) TIC shall pay INSTITUTE fees for the Services at

INSTITUTE's cost. Prior to commencement of the requested Services, INSTITUTE

shall provide an estimate of the anticipated total fees. For certain Services,

INSTITUTE shall be entitled to up to a 10% markup upon its cost, as may be

agreed upon by the parties. Within ten days after the end of each calendar

month, for each requested Service, INSTITUTE shall furnish to TIC a statement,

in form acceptable to TIC, certified by an authorized officer of INSTUTE,

setting forth the amount of fees payable to INSTITUTE. TIC shall pay such fees

on a quarterly basis or as otherwise agreed by the parties. The minimum fees per

year for the Services shall be $500,000. Until such time as TIC has revenues of

at least $10,000,000 in a calendar year, or such time as the market

capitalization for TIC exceeds $100,000,000, 83.334% of the license fees paid by

TIC to the INSTITUTE pursuant to the Technology License Agreement shall be

credited against the cost for Services. Notwithstanding the above, in any

calendar year in which TIC has revenues of less than $6,000,000, the minimum

services fees per year of $500,000 shall be credited against the annual license

fee of $600,000. Commencing in years after calendar year 2006, the minimum

services fees per year shall increase annually by the lesser of (i) four percent

(4%) or (ii) the percentage increase of the New York Consumer Price Index using

2005 as the base year.


                  (b) To th

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