TECHNOLOGY AND PATENT LICENSE AGREEMENT

Exhibit 10.01

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT WAS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 24b-2, PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OMITTED INFORMATION WAS REPLACED WITH ASTERISKS.

TECHNOLOGY AND PATENT LICENSE AGREEMENT

This Technology and Patent License Agreement (“Agreement”) is entered into by and between Tele Atlas North America, Inc. (“TANA”) and Cobra Electronics Corporation (“Licensee”) as of this 31 day of March 2006 (“Effective Date”).

BACKGROUND

TANA owns certain technology relating to building a mapping database and accessing the resulting database and certain patents relating to navigation devices. Licensee develops and manufactures navigation devices that utilize mapping data and wishes to obtain a license to certain TANA technology and patents on the terms and conditions of this Agreement.

AGREEMENT

1. DEFINITIONS

1.1. “Affiliate” with respect to a party means any entity controlling, controlled by, or in common control with such party.

1.2. “Component Upgrades” means improvements to the *** Software made by TANA after the Effective Date and commercially deployed as part of an application developer program.

1.3. “*** Software” means the software components, libraries and *** listed on Exhibit A.

1.4. “Field of Use” ***.

1.5. “*** Technology” means the *** Software in source code form, the related engineering documentation delivered to Licensee, the *** Format Technology and the know-how and technical information related to the foregoing owned by TANA as of the Effective Date and the Component Upgrades delivered to Licensee after the Effective Date.

1.6. “*** Format Technology” means the TANA proprietary technology enabling the conversion of raw map data to the TANA *** format.

1.7. “Patent Licensed Unit” means any product which, but for the license granted herein, would infringe a claim in the Patent Rights.

1.8. “Patent Rights” means the patents and patent applications listed on Exhibit B, all divisions and substitutions thereof; including any extensions, reissues, and re-examinations, and all foreign counterparts owned by TANA and with respect to which TANA has the right to grant licenses of the scope granted herein.

1.9. “Royalties” means royalties payable in respect of Technology Licensed Units and Patent Licensed Units.

1.10. “***” means the *** Technology or derivatives thereof in human readable form.

1.11. “TANA Competitor” means an entity identified on Exhibit D as updated from time to time by TANA in its reasonable discretion and Affiliates of such entities.

1.12. “Technology Licensed Unit” means any product that utilizes, incorporates, is based on or was derived using any *** Technology or derivative thereof.

1.13. “Technology Royalty Term” means that period beginning on the date the first royalty payment in respect of a Technology Licensed Unit accrues and ending *** from that date.

2. LICENSE GRANT

2.1. Technology License . Subject to the terms and conditions of this Agreement, TANA hereby grants to Licensee a *** license, ***, to the *** Technology for internal use to develop software applications for use and distribution solely in object code form and, during the Technology Royalty Term, solely for use in the Field of Use. ***. For clarification, Licensee may not provide derivative works to third parties in ***. Licensee shall not provide any derivative works to a TANA Competitor. In the event that Licensee desires to expand the Field of Use to include products developed and promoted for commercial use the parties will negotiate in good faith to agree on terms applicable to such use. The *** data deliverables identified on Exhibit A (“*** Data”) are provided solely for internal development and testing purposes, may not be commercialized or distributed in any manner and shall be returned to TANA (or destroyed at TANA’s request) after *** from the Effective Date.

2.2. Restrictions . Licensee may not distribute or sublicense the *** Software. ***.

2.3. Patent License . Subject to the terms and conditions of this Agreement, TANA hereby grants to Licensee a *** license, ***, under the Patent Rights to make, have made, import, use, offer for sale and sell Patent Licensed Units in the Field of Use.

2.4. Reservation of Rights . All rights not expressly granted herein are reserved to TANA and no other rights shall be created by implication, estoppel or otherwise. Nothing will restrict TANA’s rights with respect to the Patent Rights or rights to use or sublicense the *** Software or *** Technology in whole or part.

2.5. Covenant Not to Sue . In partial consideration for the rights and obligations contained herein, Licensee agrees not to enforce against TANA or its Affiliates any patent right owned or controlled by Licensee which TANA or its Affiliates may infringe in practicing any invention claimed in the Patent Rights.

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3. DELIVERY AND ENGINEERING SUPPORT.

3.1. Technology Transfer . Promptly after the Effective Date, TANA will deliver to Licensee the tangible embodiments of the *** Technology. TANA will provide a total of *** man-weeks of engineering support to transfer the *** Technology to Licensee without charge as follows: *** engineering man-week will be provided to Licensee after the delivery of all *** Software components and documentation; *** engineering man-weeks will be provided to Licensee beginning one month after the delivery of all identified components and may be spread out over the succeeding four months. For clarification purposes a “man-week” shall mean forty (40) working hours. Licensee will identify a team responsible for accepting the technology transfer and the parties will agree on times, locations and scheduling. Any additional engineering support beyond the *** engineering man-weeks must be agreed upon in writing, set forth in a statement of work and will be billable to Licensee at a rate of $*** per hour.

3.2. Component Upgrades . TANA may at its discretion provide Component Upgrades to Licensee from time to time in executable form and source code form during the Technology Royalty Term, ***.

3.3. Optional Custom Engineering Services . TANA has proposed to provide professional services to Licensee to complete the software development projects described on Exhibit C. If Licensee elects to engage TANA for such services, or for other services related to the *** Technology, the parties will be obligated to proceed only pursuant to one or more mutually agreed upon statements of work to be executed by both parties, referencing this Agreement and setting forth in reasonable detail the terms and conditions with respect to such services. If no specific terms are set forth in the applicable statement of work with respect to the ownership of deliverable items under such statement of work, then such deliverable items shall be deemed to be included within the definition of *** Technology and will be delivered in ***.

4. FEES AND PAYMENT

4.1. *** License Fee . In consideration of the rights granted herein, Licensee shall pay to TANA a *** license fee of $ *** to be invoiced in March 2006 and payable as follows:

Payment of $ *** to be paid within 30 days from the invoice date

Payment of $ *** to be paid within 90 days from the invoice date

4.2. Technology Royalties . In consideration of the rights granted in Section 2.1, during the Technology Royalty Term, Licensee shall pay to TANA a *** each Technology Royalty Unit leased, sold, licensed, distributed or otherwise transferred or deployed for commercial use by Licensee. ***. For clarification,”Year 1”, “Year 2” etc., refers to each 12-month period succeeding the date on which the first Technology Unit Royalty payment accrues.

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4.3. Patent Royalty . In consideration of the rights granted in Section 2.3, Licensee will pay *** for each Patent Licensed Unit leased, sold, licensed, distributed or otherwise transferred or deployed for commercial use by Licensee. The foregoing royalties are payable until ***. For clarification, to the extent that a particular unit is both a Technology Licensed Unit and a Patent Licensed Unit, both Royalties will be due for such unit.

4.4. Payment . ***. Royalties are payable quarterly within 30 days from the end of each calendar quarter. Royalties accrue at the time the Patent Licensed Unit or Technology Licensed Unit is shipped or transferred or deployed for commercial use, as applicable, or at the time the transaction is booked in accordance with GAAP, if earlier. Royalty payments otherwise due may be offset to account for units for which a Royalty has previously been paid but which are returned to Licensee and for which Licensee has paid a refund to the purchaser.

4.5. Taxes . All Royalties required to be paid to TANA pursuant to this Agreement are to be paid without deduction on account of any taxes of any kind including withholding taxes. Any taxes applicable to the transactions contemplated herein shall be the sole responsibility of Licensee, other than US taxes due on the net income of TANA.

4.6. Reports . Within thirty (30) days after the end of each calendar quarter Licensee shall provide TANA with a report in reasonable detail stating in each such report, by country, the number and description of each Technology Royalty Unit and Patent Licensed Unit leased, sold, licensed, distributed or otherwise transferred or deployed for commercial use or booked, as applicable, during such quarter, units returned for refunds, and the calculation of amounts due to TANA. Concurrently with the making of such reports, Licensee shall pay TANA the Royalties due.

4.7. Records; Inspection . Licensee shall keep complete, true and accurate books of account and records for the purpose of determining the Royalty amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of Licensee for at least three (3) years following the end of the calendar quarter to which they pertain and will be open for inspection during such period by a representative of TANA for the purpose of verifying the royalty reports and payments. Such inspections shall be made during ordinary business hours. The representative may be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section shall be at the expense of TANA, unless an underpayment exceeding *** of the amount stated for any period covered by the inspection is identified, in which case all costs relating to the inspection and any unpaid amounts will be paid by Licensee, with interest from the date such amounts were due. Any and all information gathered during such inspections shall be deemed to be Confidential Information as defined in Section 8 of this Agreement whether or not so designated at the time of the inspection.

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5. REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties . TANA represents and warrants that: (i) it is the sole and exclusive owner of all right, title and interest in the Patent Rights; (ii) except with respect to the items identified on Exhibit A as open source, it has independently developed the *** Technology; (iii) except with respect to claims identified on Exhibit E, use of the items identified on Exhibit A as comprising the commercially distributed version of the *** Software in accordance with the user manuals applicable to such software does not infringe the intellectual property rights of any third party.

5.2. Disclaimer . Nothing in this Agreement is or shall be construed as:

a) A warranty or representation by TANA as to the validity or scope of any claim or patent within the Pa