SECOND AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT

EXHIBIT 10.1

SECOND AMENDED AND RESTATED

TECHNOLOGY LICENSE AGREEMENT

This Second Amended and Restated Technology License Agreement (the “Agreement”) is made and entered into as of July 17, 2007, 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 further amends and restates the terms of the Technology License Agreement dated as of January 7, 2005 between the parties, as amended by the Amended and Restated Technology License Agreement dated as of May 19, 2005 between the parties (collectively, the “Original Agreement”).

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 desires to continue to license its commercial Mapping Technology to TIC, and to continue to provide related commercial services in the use of the Mapping Technology, which are subject to a separate the Second Amended and Restated Services Agreement, as may be subsequently amended or modified (the “Services Agreement”), between the parties;

WHEREAS, TIC desires to license the Mapping Technology and obtain services from the INSTITUTE for use in conjunction with the TIC Services;

NOW THEREFORE, for good and valuable consideration and on the promises and premises set forth below, the parties agree as follows:

a.            INSTITUTE CONFIDENTIAL INFORMATION: Confidential and/or proprietary information relating to the Mapping Technology, research, development, products, processes, trade secrets, business plans, customers, finances, and personnel data related to the business of the INSTITUTE. The INSTITUTE Confidential Information does not include any information (i) which TIC knew before the INSTITUTE disclosed it to TIC; (ii) which has become publicly known through no wrongful act of TIC; (iii) which TIC developed independently, as evidenced by appropriate documentation, including Derivatives; (iv) which is disclosed to TIC by a third party without restriction of confidentiality; or (v) the disclosure of which is required by law.

b.            TIC CONFIDENTIAL INFORMATION: Confidential and/or proprietary information and Derivatives thereof relating to the research, development, products, processes, trade secrets, business plans, customers, finances, personnel data and Project Work Product related to the business of TIC. TIC Confidential Information does not include any information (i) which the INSTITUTE knew before TIC disclosed it to the INSTITUTE; (ii) which has become publicly known through no wrongful act of the INSTITUTE; (iii) which the INSTITUTE developed independently, as evidenced by appropriate documentation; (iv) which is disclosed to the INSTITUTE by a third party without restriction of confidentiality; or (v) the disclosure of which is required by law.

1.2         DERIVATIVES: Any or all translation (including translation into other human or computer languages), portation, modification, correction, addition, extension, upgrade, update, enhancement, revision, new version, improvement, compilation, abridgement, or other form in which the Intellectual Property Rights may be recast, transformed, or adapted, including any products, systems or other items which provide comparable or enhanced functionality whether or not specifically based on or derived from such Intellectual Property Rights.

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1.3         INSTITUTE DOCUMENTATION: Any and all manuals, user guides, product specifications and other documentation, owned by or licensed to the INSTITUTE, relating or referring to the Mapping Technology.

1.4         INSTITUTE RIGHTS: Any and all Intellectual Property Rights of the INSTITUTE in and to the INSTITUTE mathematical apparatus, formulae, Neuro-net based software, knowledge database and know-how related thereto, Copyrights, the INSTITUTE Documentation, the INSTITUTE Marks, the INSTITUTE Patents, and Mapping Technology.

1.5         MAPPING TECHNOLOGY: The INSTITUTE’s proprietary Neuro-net based software, including, but not limited to, all English, Russian and other foreign language, all commercial and non-commercial, and all present and future versions thereof, and all required and/or relevant the INSTITUTE Documentation, Intellectual Property Rights and other proprietary rights therein, that is required and/or relevant to TIC’s development of current and future versions of TIC Services.

1.7         INTELLECTUAL PROPERTY RIGHTS: Any and all proprietary, common law, and/or statutory intellectual property rights, including but not limited to, patentable materials and patent rights, copyrightable materials and copyrights, moral rights, trade secret rights, trademark rights, service mark rights, and/or any and all other proprietary rights, including all Derivatives.

1.8         PROJECT WORK PRODUCT: Any report, map, layout, matrix, diagram, data, analysis, profile modeling, photograph, image, reproduction, simulation, forecast, study, interpretation, assessment, plan, determination, recommendation or report generated in any way for or related to a request by or agreement with TIC or any customer introduced by TIC to the INSTITUTE or by the INSTITUTE to TIC.

1.10       TIC SERVICES: Any and all natural resource or other matter identification, mapping, reports, recommendations for exploration and/or recovery services that use, integrate, refer to or contain analysis, mapping/survey or recommendations for exploration and/or recovery thereof, made, distributed, and/or sold by TIC.

1.11       TIC RIGHTS: Any and all Confidential Information and Intellectual Property Rights of TIC in and to the TIC Services, exclusive of the INSTITUTE Rights.

1.13       THIRD PARTY RIGHTS: Any and all of the proprietary third party patents, copyrights, and trade secrets licensed to the INSTITUTE and included in the INSTITUTE Intellectual Property Rights relating or referring to the Mapping Technology.

Subject to the terms and conditions set forth in this Agreement, the INSTITUTE hereby grants to TIC during the License Term and in the Territory, and TIC hereby accepts, an exclusive license to use the INSTITUTE Technology in the FOU. During the License Term, the INSTITUTE will not use, or authorize, license or permit any person other than TIC to use the INSTITUTE Technology to develop or offer any mapping or survey services or products for commercial use or other similar products or services which would, in any manner, compete with TIC in the FOU. TIC is specifically permitted to use, reproduce, distribute, and prepare derivative works of the INSTITUTE Technology, and to sublicense such portion of its rights to affiliated entities of TIC that are reasonably anticipated or calculated to enhance TIC’s market value or to further its business plan, without further compensation to the INSTITUTE, provided such entities acknowledge, in writing, and agree to comply with, such material provisions hereof as are designed to protect the ownership rights of the INSTITUTE, and the confidentiality of the confidential and/or proprietary information of the INSTITUTE. Without limitation, TIC’s rights shall include the rights:

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(i)           To use the Mapping Technology internally for testing, demonstration, training, support and promotional purposes by its personnel;

(ii)          To demonstrate the INSTITUTE Technology to potential TIC Clients;

(iii)         To provide training and technical support to employees, and TIC Clients;

(iv)         To use the INSTITUTE Documentation in support of TIC Services and/or TIC’s authorized use of Mapping Technology; and

(v)          To own the Project Work Product as to any TIC Services.

The foregoing license grants are expressly conditioned upon TIC’s compliance with the following requirements:

3.1         TIC acknowledges that the INSTITUTE Rights and the INSTITUTE Confidential Information are proprietary to the INSTITUTE and that the INSTITUTE retains all right, title, and interest therein and thereto, including without limitation all Intellectual Property Rights therein and therefor, and that TIC has no rights therein other than as set forth in this Agreement.

3.2         Notwithstanding anything contrary herein, TIC is specifically permitted to develop derivative works based upon the INSTITUTE Technology. Such derivative works shall be the property of TIC.

a.            Provide the expertise of sufficient personnel, with appropriate expertise and competence (“INSTITUTE Key Personnel”), to provide technical information and support to TIC Key Personnel in the development, use and sale of TIC Services. The INSTITUTE will determine the identity of the INSTITUTE Key Personnel. The INSTITUTE will also determine the level of effort of these the INSTITUTE Key Personnel, but it will be reasonable and sufficient to meet the INSTITUTE’s obligations under this Agreement. TIC Key Personnel must sign appropriate individual non-disclosure agreements prior to receiving confidential information from the INSTITUTE. TIC has the right, with prior written permission from the INSTITUTE, to add individuals to the list of TIC Key Personnel;

b.            Provide relevant Mapping Technology to TIC in accordance with the terms and conditions of this Agreement;

c.            Provide TIC Key Personnel with access to the relevant Mapping Technology, including participation in the INSTITUTE’s testing of relevant Mapping Technology;

d.            Provide sufficient and appropriate training to TIC personnel to enable TIC to understand the developing Mapping Technology including, but not limited to:

(i)          The INSTITUTE will provide appropriate training, at TIC’s sole cost and expense, to TIC in the marketing, use and installation of the Mapping Technology at the INSTITUTE’s Corporate Headquarters;

(ii)         At TIC’s option, the INSTITUTE will provide TIC with training on the INSTITUTE’s standard technical support procedures at TIC’s sole expense;

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(iii)        The INSTITUTE will provide all other reasonable and necessary training, support and maintenance to TIC, and TIC shall be responsible for providing such training, support and maintenance to TIC at TIC’s sole expense.

e.            Refrain from developing, marketing, licensing, selling or otherwise distributing, directly or indirectly (including activities through or in cooperation with any third party), any language models in the FOU.

a.            Engage in and utilize appropriate marketing and promotional efforts in the FOU in the manner and methods to be mutually agreed between the parties in writing.

a.            Each party agrees not to disclose any Confidential Information of the other party and to maintain such Confidential Information in strictest confidence, to take all reasonable precautions to prevent its unauthorized dissemination and to refrain from sharing any or all of the information with any third party for any reason whatsoever except as required by court order, both during and after the termination of this Agreement. Without limiting the scope of this duty, each party agrees to limit its internal distribution of the Confidential Information of the other party only on a “need to know” basis and solely in connection with the performance of this Agreement, and to take steps to ensure that the dissemination is so limited.

b.           Each party agrees not to use the Confidential Information of the other party for its own benefit or for the benefit of anyone other than the providing party, or other than in accordance with the terms and conditions of this Agreement.

c.            All TIC Confidential Information remains the property of TIC and all the INSTITUTE Confidential Information remains the property of the INSTITUTE, and other than as expressly provided by this Agreement.

d.           Upon written request of the providing party, or upon the expiration or other termination of this Agreement for any reason whatsoever, the receiving party agrees to return to the providing party all such provided Confidential Information, including but not limited to all copies thereof.

e.            TIC agrees to limit access to the INSTITUTE Technology, and any tangible embodiments thereof (including without limitation documentation, descriptions, notes, memoranda and other materials defining, describing or containing the INSTITUTE Technology) shall be made available only to those individuals identified as TIC Key Personnel, and such other employees of TIC whom the INSTITUTE may have approved in writing and who require access to the INSTITUTE Technology and such tangible embodiments in connection with TIC’s activities under the licenses granted herein. Copies of such the INSTITUTE Technology shall be subject to appropriate physical and electronic protection to prevent access by unauthorized personnel.

NON-DISCLOSURE.

a.            The INSTITUTE shall retain all rights, title and interest (including all intellectual property rights) of the Mapping Technology and the INSTITUTE Documentation, and any copies thereof.

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b.            TIC shall not alter or remove any copyright, trade secret, patent, proprietary and/or other legal notices contained on or in copies of the Mapping Technology and the INSTITUTE Documentation. TIC shall reproduce and include any the INSTITUTE trademark, copyright, trade secret or proprietary information notices and other legends on every copy, in whole or in part, of the Mapping Technology in any form.

c.            TIC shall render to the INSTITUTE commercially reasonable assistance in connection with the INSTITUTE’s enforcement of its rights in and to the Mapping Technology and the INSTITUTE Documentation, including without limitation using efforts to prevent TIC’s customers and clients from copying or using the Mapping Technology and the INSTITUTE Documentation outside the scope of this Agreement.

d.            Certain data or portions thereof which may be supplied by the INSTITUTE relating to the Mapping Technology are confidential and proprietary to the INSTITUTE and will be so marked. TIC shall abide its obligations under Section 4.2 as applicable to such data.

6.2         TIC RIGHTS: TIC is, and as to the INSTITUTE, shall be, the owner of all worldwide right, title and interest, including any and all Intellectual Property Rights, and Derivatives in and to the TIC Confidential Information and the TIC Rights, and owner of the Project Work Product as to any project for which TIC retains the services of the INSTITUTE.

(a)          During the License Term, with respect to the Mapping Technology, the Institute shall not sell, transfer, encumber or otherwise dispose of any key technology, license or otherwise transfer the rights to technology key to its operations, except with the prior written consent of TIC. This provision is not intended to restrict the INSTITUTE from selling or transferring technology of the INSTITUTE that is unrelated to the Mapping Technology.

(b)          TIC is hereby granted an exclusive option to purchase from the Institute the Mapping Technology. This option terminates on the first to occur of (i) June 30, 2012 or (ii) the termination of this Agreement. The purchase price for the Mapping Technology (the “Technology Purchase Price”) shall be the lesser of (i) $20 million, or the (ii) then-current market value of the Mapping Technology as determined by independent appraisers. Notwithstanding the foregoing, the parties may negotiate in good faith a different purchase price. One-half of all Internal Project Payments and one-half of all Service Success Fee Payments (as defined below) received by the INSTITUTE pursuant to Section 8.4 of this Agreement shall be credited against the Technology Purchase Price.

The license granted under this Agreement commenced on January 7, 2005 and shall terminate at the expiration of thirty-two years from such date (the “Initial License Term”). This Agreement shall automatically renew for another thirty-two year period (the “Renewed License Term”) unless terminated by either party in writing within ninety (90) days before the end of the Initial License Term unless sooner terminated in accordance with the provisions of Section 14 below. The term “License Term” as used in this Agreement refers to each of the Initial License Term and the Renewed License Term.

8.1         The INSTITUTE shall be entitled to an annual license fee of $600,000 (the “Annual License Fee”).