LICENSE AND SERVICES AGREEMENT

EXHIBIT 10.1 LICENSE AND SERVICES AGREEMENT This License and Services Agreement is entered into as of December 22, 2008 (the " Effective Date "), by and between TrafficLand, Inc., with offices located at 11208 Waples Mill Drive, Suite 109, Fairfax, VA 22030 (" TrafficLand ") and Metro Networks Communications, Inc., with offices located at 40 West 57th Street, 5th Floor, New York, NY 10019 (" Network ") (each, a " Party " and together, the " Parties "). Recitals A. Concurrent with the execution of this License and Services Agreement, TrafficLand, WWO (as defined below), TLAC, Inc., a Delaware corporation and wholly owned subsidiary of WWO (" Merger Sub "), P. Richard Zitelman, in his capacity as Stockholder Representative (the " Stockholder Representative "), and certain other parties named therein, have executed and delivered that certain Option Agreement, dated as of the date hereof (the " Option Agreement "), pursuant to which WWO, at its sole election, and provided that WWO satisfies the conditions precedent to exercise of the option set forth therein (the " Option "), has a right to cause the release from escrow of an agreement and plan of merger (the " Merger Agreement "), providing for (a) the merger of Merger Sub with and into TrafficLand (the " Merger "), with TrafficLand continuing as the surviving company of the Merger and as a wholly owned subsidiary of WWO, and (b) the payment of cash and the delivery of securities to stockholders of TrafficLand in consideration of the Merger; B. As a material inducement for TrafficLand and the Stockholder Representative to enter into the Option Agreement and grant to WWO the Option, Parent has caused Network to enter into this License and Services Agreement and has caused Network to agree to the terms and conditions hereof, including, without limitation, the payment to TrafficLand of certain fees described herein. In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TrafficLand and Network, intending to be legally bound, agree as follows: 1.0 DEFINITIONS 1.1 Definitions . As used herein, the following terms shall have the meanings set forth below: "2010 Threshold Amount" means that (a) the TrafficLand Revenue Share earned by TrafficLand during the 2010 Contract Year is no less than $1,000,000 or (b) Network has entered into Customer Agreements which according to the terms of such agreements (barring cancellation, termination or other event beyond Network’s control) will provide no less than $2,500,000 in TrafficLand Revenue Share during the 2010 Contract Year or later contract years. "Active MSA" means those MSAs listed in Exhibit A, Item 1 and any Future MSA in which Licensed Content becomes available during the Term. "Advertising Inventory" has the meaning ascribed to it in Section 4.1 .

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"Affiliated Entities" means the affiliated, parent and subsidiary companies of Network but which do not include Network Affiliates. "Agreement" means this License and Services Agreement and all Exhibits hereto (which are incorporated herein and made a part hereof), and all amendments to any of the foregoing. "Aggregate Licensed Amount" has the meaning ascribed to it in Section 5.3(e). "Broadcast 3.0" means an enhancement of the Licensed Content which is created by TrafficLand and that enables users to trace or "fly-over" user-specified driving routes through a combination of 3-D graphics and live traffic camera shots (and which shall include any other graphics package developed by TrafficLand as a replacement or substitute for the proposed "fly-over" product). "Broadcast 3.0 Fee" has the meaning ascribed to it in Section 5.3(b) . "Broadcast Customer" means any Exclusive Entity which enters into an agreement with Network, WWO or any of its affiliated entities to receive the Broadcast Product and/or the VDS. "Broadcast Product" means the Licensed Content, including all local, regional and national content, formatted, compressed, modified and adapted for use on broadcast, cable and satellite television. "Broadcast Product Fee" has the meaning ascribed to it in Section 5.3(a) . "Contract Year" means a twelve (12) month consecutive period of time beginning on the Effective Date and each anniversary thereof occurring during the Term. "Customer Agreement" has the meaning ascribed to it in Section 2.5 . "Customization" has the meaning ascribed to it in Section 3.1(b) . "Disclosing Party" has the meaning ascribed to it in Section 6.1(a) . "Documentation" means (a) the specifications and description of the Products provided in this Agreement and all Exhibits thereto and (b) any additional written documentation related to the Products and any Update that TrafficLand provides to Network, including all technical documentation, user manuals and demonstration materials. "DOT" means a Department of Transportation (or similar regulatory body, department or agency) of any government, state, province or other political subdivision thereof, of the United State of America, any foreign government, any state of the United States of America, or any municipality or other political subdivision thereof. "DOT Services" has the meaning ascribed to it in Section 3.1(f) . "Exclusive Entities" means any terrestrial, satellite or digital radio station, any broadcast, cable or satellite television station and any newspaper. "Exclusive Period" means for each and every period of time during the Term of this Agreement in which Network has paid for the privilege of exclusive rights as described more fully in Section 2.3(d) .

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"Fee" has the meaning ascribed to it in Section 5.1 . "First February 20 Payment" has the meaning ascribed to it in Section 2.3(d)(iii) . "First January 31 Payment" has the meaning ascribed to it in Section 2.3(d)(ii) . "First June 30 Payment" has the meaning ascribed to it in Section 2.3(d)(v) . "Future MSA" means those MSAs listed in Exhibit D, Item 1 . "Gross Advertising Revenue" means all money and other revenue actually collected by Network during each Contract Year from the sales of Advertising Inventory. "Indemnified Party" has the meaning ascribed to it in Section 7.6 . "Indemnifying Party" has the meaning ascribed to it in Section 7.6 . "Intellectual Property Rights" means all intellectual property and other similar proprietary rights, in any jurisdiction, whether owned or held for use under license, including such rights in and to: (a) trade secrets, know-how and other confidential or non-public business information; (b) original works of authorship, whether copyrightable or not; copyrights and any moral rights relating thereto; (c) trademarks, service marks, trade dress and other indications of origin; (d) patent rights, inventors’ certificates and invention disclosures; and (e) computer systems, including programs, software, object and source code, databases, algorithms, and documentation therefore in each case including all copyrights therefore. "Initial Payment" has the meaning ascribed to it in Section 2.1 . "Initial Period" means the period beginning upon the Effective Date and ending on December 31, 2009. "Licensed Content" means the content provided by TrafficLand to Network, as further described in Exhibit A , including all text, data, images, materials, video feeds and other content, and any Updates thereto, which shall be at least equivalent in quality and geographic scope as the content available at www.trafficland.com. "Merger Agreement" has the meaning ascribed to it in the Recitals. "MSA" means a metropolitan statistical area as determined by the census bureau and as specifically set forth in Exhibit H . "Nationwide Customer" has the meaning ascribed to it in Exhibit C, Part II . "Net Advertising Revenue" means the Gross Advertising Revenue less all actual costs incurred by Network in connection with selling the Advertising Inventory, including third party agency commissions, if any (not to exceed 15%). "Network Affiliate" means any of the entities listed on Exhibit K and any additional entity which enters into an agreement with Network for any Product during the Exclusive Period. "Network Cameras" has the meaning ascribed to it in Section 3.1(d)(i) .

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"Network Camera Content" has the meaning ascribed to it in Section 3.1(d)(i) . "Network Contacts" has the meaning ascribed to it in Section 2.3(e) . "Network Product" means Network’s products and services, including Network’s "Real Traffic" products, traffic anchor services and traffic graphics packages, all as may be offered by Network from time to time but which for purposes of this definition shall not include Products. "New Application" has the meaning ascribed to it in Section 3.2 . "New Offering" has the meaning ascribed to it in Section 2.3(g)(ii) . "Non-Cash Amounts" has the meaning ascribed to it in Section 5.3(f)(iii) . "Notice" has the meaning ascribed to it in Section 9.2 . "Out-of-Territory Content" has the meaning ascribed to it in Section 2.3(g)(i) . "Party" or "party" means either one of the parties hereto and "Parties" or "parties" means both of the parties hereto. "Prepayment" has the meaning ascribed to it in Section 5.2 . "Products" means, collectively, the Broadcast Product, the Web Product and the VDS and all Updates thereto. "Project Manager" has the meaning ascribed to it in Section 9.3 . "Rate Card" means the rates as set forth opposite each applicable Product in the chart provided in Exhibit I . "Receiving Party" has the meaning ascribed to it in Section 6.1(a) . "Refresh Rate" means the interval in which the Licensed Content will be refreshed/made current. "Rights" has the meaning ascribed to it in Section 2.3(d)(i) . "Second February 20 Payment" has the meaning ascribed to it in Section 2.3(d)(iv) . "Second February 20 Payment — Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(iv) . "Second February 20 Payment — Non-Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(iv) . "Second January 31 Payment" has the meaning ascribed to it in Section 2.3(d)(iv) . "Second January 31 Payment — Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(iv) .

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"Second January 31 Payment — Interim Non-Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(iv) . "Second January 31 Payment — Final Non-Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(iv) . "Second June 30 Payment" has the meaning ascribed to it in Section 2.3(d)(v) . "Second June 30 Payment — Non-Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(v) . "Second June 30 Payment — Discounted Basis" has the meaning ascribed to it in Section 2.3(d)(v) . "Statement of Work" has the meaning ascribed to it in Section 3.1(b) . "Term" has the meaning ascribed to it in Section 8.1 . "Territory" means the United States and Canada and all of their respective territories. "Testing Period" has the meaning ascribed to it in Section 3.1(c) . "Third Party" means a person or entity other than a Party or its affiliates. "TrafficLand Existing Agreements" means those agreements entered into between TrafficLand and a customer prior to the Effective Date with respect to the Licensed Content and/or the VDS and set forth on Exhibit C, Part I which exhibit states the name of the parties thereto, the date of the agreement and the expiration date. "TrafficLand Existing Customer" means a Third Party which is a party to a TrafficLand Existing Agreement. "TrafficLand Marks" means the trademarks, service marks and logos specified in Exhibit B . "TrafficLand Patents" has the meaning ascribed to it in Section 3.4 . "TrafficLand Services" has the meaning ascribed to it in Section 3.1 . "TrafficLand Revenue Share" has the meaning ascribed to it in Section 5.3(e) . "TrafficLand Terms and Conditions" are as set forth in Exhibit L attached hereto. "Update" means updates, refreshes, corrections and other modifications to the Licensed Content and those updates set forth in Exhibit D . "VDS" means those services described in Section 3.1(e) and Exhibit E . "VDS Fee" has the meaning ascribed to it in Section 5.3(d) . "Web Customer" means any Exclusive Entity which enters into an agreement with Network (or its affiliates) to receive the Web Product.

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"Web Product Fee" has the meaning ascribed to it in Section 5.2(c) . "Web Product" means the Licensed Content, including all local, regional and national content, formatted, compressed, modified and adapted for use on any digital media platform or player, whether now existing or hereafter developed, including handheld mobile devices and GSM or CDMA-enabled devices. "WWO" means Westwood One, Inc., parent company of Network. 2.0 LICENSE 2.1 License . Upon complete execution hereof by the parties and payment by Network to TrafficLand of Seven Hundred and Fifty Thousand Dollars ($750,000) (" Initial Payment ") TrafficLand hereby grants to Network (and its Affiliated Entities) and Network hereby accepts, on behalf of itself and its Affiliated Entities, a royalty-free, non-exclusive (subject to Section 2.3(d) ) right and license in the Territory during the Term (as certain rights may be extended pursuant to Section 8.7 ) to (a) use, copy, distribute, create derivative works based on, publicly perform (including by digital transmission), display, host, reformat, compile and modify the Licensed Content and the Products solely for Network’s own use and in connection with the marketing, distributing, licensing, exhibiting and exploiting the Licensed Content and the Products to Broadcast Customers and Web Customers as described in Sections 2.3 (a), 2.3(b) and 2.3(c) , and (b) use the TrafficLand Marks in connection with the promotion and distribution of the same. This License includes the right to market and distribute the Licensed Content and Products as otherwise provided for herein, and to bundle the Licensed Content and Products into Network Products, provided, however, that in no event will Network modify the Licensed Content other than to include in a Product in the format delivered by TrafficLand to show either J-PEG or streaming images of traffic (or any upgrades thereto) and all attendant images thereto. 2.2 License Limitations . Where Network displays any of the Licensed Content and Products, Network must comply with the TrafficLand Terms and Conditions. 2.3 Rights Granted; Exclusivity . (a)  Broadcast Product . The rights granted to Network (and its Affiliated Entities) herein include the exclusive right (which right shall remain exclusive subject to satisfaction of the conditions set forth in Section 2.3(d) , below) to market, promote, offer for sale, sell, distribute and sublicense the Broadcast Product, either alone or in combination with any Network Product, to Exclusive Entities. To the extent the term of any Customer Agreement extends beyond the expiration or earlier termination of this Agreement, the rights granted under this Section 2.3(a) with respect to such Customer Agreement shall continue until the date of expiration or earlier termination of such Customer Agreement in accordance with Section 8.7 . (b)  Web Product . The rights granted to Network (and its Affiliated Entities) herein include the exclusive right (which right shall remain exclusive subject to satisfaction of the conditions set forth in Section 2.3(d) , below) to market, promote, offer for sale, sell, distribute and sublicense the Web Product either alone or in combination with any Network Product, to Exclusive Entities. To the extent the term of any Customer Agreement extends beyond the expiration or earlier termination of this Agreement, the rights granted under this Section 2.3(b) with respect to such Customer Agreement shall extend until the date of expiration or earlier termination of such Customer Agreement in accordance with Section 8.7 .

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(c)  VDS . The rights granted to Network (and its Affiliated Entities) herein include the exclusive right (which right shall remain exclusive subject to satisfaction of the conditions set forth in Section 2.3(d) , below) to market, promote, offer for sale, sell, distribute and sublicense VDS, either alone or in combination with any Network Product, to Broadcast Customers and Web Customers. To the extent the term of any Customer Agreement extends beyond the expiration or earlier termination of this Agreement, the rights granted under this Section 2.3(c) with respect to such Customer Agreement shall extend until the date of expiration or earlier termination of such Customer Agreement in accordance with Section 8.7 . (d)  Exclusivity; Payments Due . (i)  Initial Payment . Upon payment of the Initial Payment, the rights granted to Network set forth in Sections 2.3(a), 2.3(b) and 2.3(c) (collectively, the " Rights ") shall be exclusive for the period from the date hereof through and including January 31, 2009 and the exclusivity of the Rights granted hereunder shall terminate automatically without notice on February 1, 2009 and shall not be extended except pursuant to Section 2.3(d)(ii) . (ii)  First January 31 Payment . If the Initial Payment is timely made, Network shall have the sole and exclusive right to purchase an extension of the Exclusive Period by paying to TrafficLand an additional $750,000 on or before January 31, 2009 (the " First January 31 Payment "). Provided that the First January 31 Payment is made, the Rights shall be exclusive for the period from February 1, 2009 through and including February 20, 2009 and the exclusivity of the Rights granted hereunder shall terminate automatically without notice on February 21, 2009 and shall not be extended except pursuant to Section 2.3(d)(iii) . For the avoidance of doubt, in the event that Network fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(ii) by paying the First January 31 Payment on or before January 31, 2009, (I) the exclusivity of the Rights granted hereunder shall terminate automatically without notice on February 1, 2009 and shall not be extended, (II) this Agreement shall remain in full force and effect, but the Rights granted to Network hereunder shall remain non-exclusive for the remainder of the Term, and (III) Sections 2.3(d)(iii), 2.3(d)(iv) and 2.3(d)(v) shall be disregarded. (iii)  First February 20 Payment . If the Initial Payment and First January 31 Payment are timely made, Network shall have the sole and exclusive right to purchase an extension of the Exclusive Period by paying to TrafficLand an additional $750,000 on or before February 20, 2009 (the " First February 20 Payment "). Provided that the First February 20 Payment is made, the Rights shall be exclusive for the period from February 21, 2009 through and including April 30, 2009 and the exclusivity of the Rights granted hereunder shall terminate automatically without notice on May 1, 2009 and shall not be extended except pursuant to Section 2.3(d)(iv) . For the avoidance of doubt, in the event that Network fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(iii) by paying the First February 20 Payment on or before February 20, 2009, (I) the exclusivity of the Rights granted hereunder shall terminate automatically without notice on February 21, 2009 and shall not be extended, (II) this Agreement shall remain in full force and effect, but the Rights granted to Network hereunder shall remain non-exclusive for the remainder of the Term, and (III) Sections 2.3(d)(iv) and 2.3(d)(v) shall be disregarded.

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(iv)  Second January 31 Payment and Second February 20 Payment . If the Initial Payment, First January 31 Payment and First February 20 Payment are timely made, Network shall have the sole and exclusive right to purchase an extension of the Exclusive Period by paying to TrafficLand (A) either (I) an additional sum of $750,000 on or before January 31, 2009 (the " Second January 31 Payment — Discounted Basis ", (II) an additional sum of $755,000 on or before February 20, 2009 (the " Second January 31 Payment — Interim Non-Discounted Basis ") or (III) an additional sum of $780,000 on or before April 30, 2009 (the " Second January 31 Payment — Final Non-Discounted Basis " and, together with the Second January 31 Payment —Discounted Basis and the Second January 31 Payment — Interim Non-Discounted Basis, the " Second January 31 Payment ") and (B) either (IV) an additional sum of $750,000 on or before February 20, 2009 (the " Second February 20 Payment — Discounted Basis ") or (V) an additional sum of $767,500 on or before April 30, 2009 (the " Second February 20 Payment — Non-Discounted Basis " and, together with the Second February 20 Payment — Discounted Basis, the " Second February 20 Payment "). Provided that the Second January 31 Payment and the Second February 20 Payment are made, the Rights shall be exclusive for the period from May 1, 2009 through and including December 31, 2010 and the exclusivity of the Rights granted hereunder shall terminate automatically without notice on January 1, 2011 and shall not be extended except pursuant to Section 2.3(d)(v) . For the avoidance of doubt, in the event that either (C) Network fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second January 31 Payment - Discounted Basis on or before January 31, 2009, fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second January 31 Payment — Interim Non-Discounted Basis on or before February 20, 2009, and fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second January 31 Payment — Final Non-Discounted Basis on or before April 30, 2009, or (D) Network fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second February 20 Payment — Discounted Basis on or before February 20, 2009 and fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second February 20 Payment — Non-Discounted Basis on or before April 30, 2009, then (X) the exclusivity of the Rights granted hereunder shall terminate automatically without notice on May 1, 2009 and shall not be extended, (Y) this Agreement shall remain in full force and effect, but the Rights granted to Network hereunder shall remain non-exclusive for the remainder of the Term, and (Z) Section 2.3(d)(v) shall be disregarded. (v)  First June 30 Payment and Second June 30 Payment . If the Initial Payment, First January 31 Payment, Second January 31 Payment, First February 20 Payment and Second February 20 Payment are timely made, Network shall have the sole and exclusive right to purchase an extension of the Exclusive Period by paying to TrafficLand (A) an additional sum of $1,375,000 (the " First June 30 Payment ") on or before June 30, 2009 and (B) either (I) an additional sum of $1,375,500 on or before June 30, 2009 (the " Second June 30 Payment — Discounted Basis ") or (II) an additional sum of $1,403,000 (the " Second June 30 Payment — Non-Discounted Basis " and, together with the Second June 30 Payment —Discounted Basis, the " Second June 30 Payment ") on or before August 31, 2009. Provided that the First June 30 Payment and the Second June 30 Payment are made, the Rights shall be exclusive for the period from January 1, 2011 through and including December 31, 2011 and the exclusivity of the Rights granted hereunder shall terminate automatically without notice on January 1, 2012 and shall not be extended except pursuant to Section 2.3(d)(vi) . For the avoidance of doubt, in the event that either (C) Network fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(v) by paying the First June 30 Payment on or before June 30, 2009 or (D) Network fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(v) by paying the Second June 30 Payment — Discounted Basis on or before June 30, 2009 and fails to purchase an extension of the Exclusive Period under this Section 2.3(d)(v) by paying the Second June 30 Payment — Non-Discounted Basis on or before August 31, 2009, then (X) the exclusivity of the Rights granted hereunder shall terminate automatically without notice on December 31, 2010 and (Y) this Agreement shall remain in full force and effect, but the Rights granted to Network hereunder shall remain non-exclusive for the remainder of the Term.

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(vi)  Further Exclusivity Arrangements . Notwithstanding any provision herein to the contrary, with respect to the exclusivity provisions provided herein, the following shall apply: (I) In the event that (A) WWO exercises the Option, (B) the Merger Agreement is entered into, (C) the Merger Agreement is terminated pursuant to Section 10.1(a)(vi) of the Merger Agreement and (D) Network has paid all of the amounts due under Sections 2.3(d)(i) — (v) prior to such termination, then (x) the Exclusive Period automatically shall extend until December 31, 2012, and (y) the Term automatically shall extend until December 31, 2012; and (II) Subject to Section 2.4(b) , in the event that Network has paid all amounts due under Sections 2.3(d)(i) — (v ) and (A) the Exclusive Period extends until December 31, 2011 (as otherwise provided herein), then Network agrees that notwithstanding anything to the contrary, if Network shall fail to meet the 2010 Threshold Amount on or before December 31, 2010 then the Exclusive Period granted hereunder shall terminate automatically without notice on December 31, 2010, or (B) the Term of the exclusivity extends until December 31, 2012 (as provided in Section 2.3(d)(vi)(I) ), then Network agrees that notwithstanding anything to the contrary, if Network shall fail to meet the 2010 Threshold Amount on or before December 31, 2010 then the exclusivity of the Rights granted hereunder shall terminate automatically without notice on December 31, 2011. Notwithstanding the foregoing, in the event that the failure of Network to meet the 2010 Threshold Amount as provided above is due to TrafficLand’s failure to meet the requirements set forth in the fourth sentence of Section 2.4(b) , then the provisions of this Section 2.3(d)(vi)(II) shall no longer apply and the exclusivity shall continue until December 31, 2011 or December 31, 2012, as the case may be and as provided elsewhere herein. ( e )  Non-Exclusivity . If the Exclusive Period terminates at any time pursuant to the terms of this Agreement, then, for the remainder of the Term, Network’s Rights shall be non-exclusive. Notwithstanding the foregoing, upon the expiration of the Exclusive Period granted hereunder, TrafficLand agrees (i) that until the expiration of the Term, neither TrafficLand, its affiliates or any Third Party on behalf of TrafficLand or its affiliates will enter into any agreement for Licensed Content with any Network Affiliate (except in the event that a Network Affiliate is also a TrafficLand Existing Customer, in which event Section 2.3(f) below shall apply), and (ii) that with respect to entities that are not Network Affiliates, but which Network contacted directly either in person or by telephone at any time during the Exclusive Period in connection with licensing of the Products (referred to as " Network Contacts ") and about which Network has provided TrafficLand the information required by Section 4.3(d) , Network shall have the exclusive right for a period of one (1) year after the expiration of the Exclusive Period hereunder to enter into an agreement for the Licensed Content with all such Network Contacts. For the avoidance of doubt, the Parties recognize and agree that TrafficLand will continue to provide products and services which may be similar to the Licensed Content pursuant to the terms of the TrafficLand Existing Agreements and nothing herein shall prevent TrafficLand from doing the same provided, however, that at any time during which Network’s Rights hereunder are exclusive, TrafficLand will not amend, alter, renew, extend or otherwise modify any TrafficLand Existing Agreement, except as otherwise specifically provided for in Section 2.3(f) below. When the Exclusive Period terminates, TrafficLand may conduct business in any manner not specifically prohibited by this Section 2.3(e) . (f)  TrafficLand Existing Customers . Notwithstanding Network’s exclusive rights as set forth in Section 2.3(d) above, with respect to TrafficLand Existing Customers:

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(i) TrafficLand shall continue to be permitted to service all such customers for the duration of the Term. Any renewal, amendment, extension or other modification of any existing agreement (which includes any "automatic renewal or extension" contemplated therein) (I) shall only be entered into if there is no material change to the grant of rights or territory (i.e. MSA) that is applicable to such customer as of the Effective Date and (II) shall not be inconsistent in any manner with the rights provided to Network herein. Additionally, prior to re-signing, renewing, amending, extending or otherwise modifying any TrafficLand Existing Agreement with a TrafficLand Existing Customer, TrafficLand agrees to meet with Network and discuss whether such customer is a candidate to license Network Products, it being understood that except for conducting such meeting there shall be no obligation for any TrafficLand Existing Customer to actually license from Network any of the Network Products; and (ii) With respect to the Nationwide Customer (and any of its affiliated entities), in addition to the restrictions set forth in Section 2.3(f)(i) above, TrafficLand agrees: (I) within thirty (30) days after the Effective Date (or some other time as the Parties shall mutually agree) to meet with Network and develop a comprehensive approach to providing both Licensed Content and Network Product to the Nationwide Customer during the Term; and (II) that during the Exclusive Period, any proposed revision, amendment, extension, replacement or modification of the agreement between TrafficLand and the Nationwide Customer will be subject to the mutual approval of the parties hereto; provided, however, that this Section 2.3(f)(ii) shall not prevent TrafficLand from amending, revising or modifying its current agreement with the Nationwide Customer so long as any changes to the existing agreement are not material changes in the grant of rights, length of term, compensation or any other material provision and are not otherwise inconsistent with the exclusive rights granted to Network hereunder. (iii) If TrafficLand renews, amends, extends, or otherwise modifies any existing agreement with a TrafficLand Existing Customer, it shall advise Network of such change, including any applicable pricing change on or before the fifteenth (15th) day of each calendar quarter. If any such renewed, amended, extended, or otherwise modified agreement with a TrafficLand Existing Customer provides for prices that are less than the amounts set forth in the Rate Card, and if Network so requests, TrafficLand shall in good faith consider (I) lowering the amounts set forth in the Rate Card; and/or (II) permitting Network in certain instances to charge amounts that are less than the amounts set forth in the Rate Card. (g)  Right of First Refusal . In the event that TrafficLand (i) collects content from locations outside the Territory (" Out-of-Territory Content ") or (ii) creates, develops or licenses from a Third Party any new product, technology or service (which shall, subject to Section 3.1(c) , include Broadcast 3.0) (each a " New Offering "), and wishes to license any of the same to any Exclusive Entities whether in the Territory or out of the Territory, TrafficLand shall promptly provide Network with written notice of the same. If, within thirty (30) days of such notice, Network provides written notice to TrafficLand of Network’s interest in licensing and distributing such Out-of-Territory Content or New Offering, TrafficLand shall then negotiate in good faith exclusively with Network to reach a mutually agreeable arrangement with respect to the distribution of such Out-of-Territory Content or New Offering for a period of (i) fifteen (15) days in the case of Out-of-Territory Content and (ii) ninety (90) days in the case of a New Offering. If the Parties cannot reach an agreement within such period, TrafficLand may enter into an agreement with any other party for distribution of the Out-of-Territory Content or New Offering, provided that such agreement is completed upon terms more favorable to TrafficLand than the terms last proposed by Network during the exclusive negotiating period for distribution of such Out-of-Territory Content or New Offering; otherwise, TrafficLand shall re-offer to Network the ability to close an agreement with Network on such prior terms. Notwithstanding the foregoing, in no event shall TrafficLand license (or allow any other Third Party to license) any New Offering to any Exclusive Entities within the Territory prior to the expiration of the Exclusive Period, provided however that TrafficLand may license a New Offering to any TrafficLand Existing Customer provided it licenses the New Offering at the same rate as otherwise agreed to with Network, or if Network and TrafficLand have not agreed upon a rate, at the last rate offered by TrafficLand to Network.

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2.4 Access, Delivery; Updates . (a)  Access, Delivery . For each Active MSA, TrafficLand will make the Products available for download as Network directs by HTTPS, HTTP, or some other mutually agreeable protocol. Without limiting the foregoing, any such electronic format will enable Network to access and/or download, as applicable, the Products on a basis no less favorable than TrafficLand provides to any other Third Party (absent any technical obstacle which may exist from time-to-time that would prevent TrafficLand from fulfilling this obligation). At all times during the Term, for each Active MSA TrafficLand will make the Products available to Network pursuant to the following time periods: (A) Broadcast Product shall be delivered to Network (and/or its Broadcast Partners) no later than fifteen (15) days after the successful installation of required additional telco circuit (it being understood that a telco circuit typically takes 30-45 calendar days to install); (B) Web Product shall be delivered to Network (and/or its affiliates or Web Customers) no later than five (5) business days after the request therefore; and (C) VDS shall be delivered to Network (and/or its affiliates or Broadcast Customers) no later than five (5) business days after the request therefor. In the event that the Products include URLs, any such URL provided by TrafficLand will link directly to a page on TrafficLand’s website that contains, and is directly relevant to, the Product. Network will protect the Products from unauthorized use in the same manner that Network protects its own content and services. (b)  Updates . Subject to the terms of this Agreement, TrafficLand will provide the Updates to the Licensed Content outlined in Exhibit D on or near the dates described therein and shall make available to Network all Updates made available to TrafficLand’s other licensees. TrafficLand may also, from time-to-time, deliver additional Updates provided that no such Update removes or reduces functionality or otherwise adversely impacts the performance or functionality of the Products. The providing of Updates during the Term will be done on a continuing basis by TrafficLand using commercially reasonable good faith efforts and in a manner that is consistent with TrafficLand’s past practices. Specifically, with respect to Future MSAs, TrafficLand agrees that during the Contract Years ending 2009 and 2010, respectively, TrafficLand will enter into agreements with DOTs which will cover no less than 46 MSAs in 2009 (of which no fewer than 29 will include a coverage area in the top 50 MSAs) and 71 MSAs in 2010 (of which no fewer than 45 will include a coverage area in the top 50 MSAs). In the event that TrafficLand fails to meet the requirements in any given Contract Year as provided in the forgoing sentence, then Network is relieved of its obligation to meet the 2010 Threshold Amount as otherwise provided in Section 2.3(d)(vi)(II) . In making and scheduling Updates, TrafficLand shall meaningfully consult with Network and consider any feedback provided by Network. Network shall have the opportunity to test and accept Updates in accordance with Section 3.2 .

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2.5 Customer Agreements . Network agrees to cause all Broadcast Customers and Web Customers that use the Products pursuant to the terms and conditions of this Agreement to enter into an agreement with Network (each a " Customer Agreement ") that requires each such customer to (a) adhere to the restrictions for the use of such Product as set forth herein, (b) to follow the TrafficLand Terms and Conditions and (c) to include in a customary notice provision anywhere a Product is made available digitally that capturing, screen scraping and other unauthorized use of such Product is prohibited. Each Customer Agreement shall b