LICENSE AGREEMENT

         THIS  LICENSE  AGREEMENT  is entered  into as of this 6th day of April,
1998, by and between KAVOURAS,  INC., a Minnesota  corporation  ("Kavouras") and
EARTHWATCH COMMUNICATIONS, INC., a Minnesota corporation ("EarthWatch").

         WHEREAS,  EarthWatch has developed and is the owner of certain software
which it desires to license to Kavouras,  and which Kavouras  desires to license
from EarthWatch, under the terms and conditions set forth herein.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.       Grant of License.

                  a. EarthWatch  hereby grants to Kavouras,  and Kavouras hereby
         accepts,  an  exclusive  (including  as  to  EarthWatch),  royalty-free
         license  under the Licensed  Rights (as  hereinafter  defined) to make,
         have made, use, market,  license,  sublicense,  distribute,  reproduce,
         copy, sell and incorporate into derivative works the Licensed  Products
         (as defined  hereinafter).  As used herein,  the term "Licensed Rights"
         means:

                       (1)  U.S. Patent No. 5,379,215, "Method for Creating a 3D
                            Image of Terrain and Associated Weather," any patent
                            resulting   from   a    continuation    application,
                            continuation-in-part     application,     divisional
                            application,  re-examination  application,  re-issue
                            application  or foreign  application  related to the
                            subject matter of U.S. Patent No. 5,379,215, "Method
                            for  Creating a 3D Image of Terrain  and  Associated
                            Weather;"

                       (2)  all other patents covering the  manufacture,  use or
                            sale of the Licensed Products;

                       (3)  all copyrights related to the Licensed Products;

                       (4)  all mask work registrations  related to the Licensed
                            Products;

                       (5)  all trade secrets,  know-how and show-how related to
                            the Licensed Products;

                       (6)  all shop rights  related to the  Licensed  Products;
                            and

                       (7)  any and all  other  rights  now  owned or  hereafter
                            acquired  by  EarthWatch  related  to  the  Licensed
                            Products.

                                       1
                                    - 119 -
<PAGE>

         As used herein, the term "Licensed Products" means:

                       (1)  EarthWatch's    Reality   3d    Realtime    Software
                            (including,  without limitation, Reality 3D textured
                            skylines and the product  referred to  internally by
                            EarthWatch as "virtual set");

                       (2)  EarthWatch's    SchoolWatch    Software   (and   all
                            work-in-progress thereon to the extent incomplete);

                       (3)  EarthWatch's Showmaker Software;

                       (4)  EarthWatch's  StormWatch Software (provided that the
                            license  to this  software  product  only  shall  be
                            non-exclusive);

                       (5)  all  enhancements,   other  software,   modules  and
                            components     used    to    produce    real    time
                            three-dimensional  and  fly-through  effects used in
                            television  broadcast,  including those necessary to
                            create a fully  functional  on-air  news and weather
                            graphics system (excluding  EarthVision,  also known
                            as WorldScape);

                       (6)  all manuals or other documentation pertaining to any
                            of the foregoing; and

                       (7)  all derivative works or other products  developed by
                            or for  Kavouras  which  relate in any way to any of
                            the foregoing.

                  b.  EarthWatch  hereby  grants to  Kavouras  a  non-exclusive,
         royalty-free  license to use and or sublicense the trademarks  "Reality
         3D,"  "Reality  3D Real  Time" and  "SchoolWatch."  EarthWatch  further
         grants to Kavouras a non-exclusive,  perpetual, royalty-free license to
         use and sublicense the use of any other trademark,  service mark, logo,
         trade name or trade dress used by  EarthWatch  in  connection  with the
         Licensed  Products.  Upon reasonable  notice and during normal business
         hours,  EarthWatch  shall have the right to review (1) how  Kavouras is
         using  any  mark  licensed  in  advertising,   promotional   materials,
         packaging  and  labeling;  and (2) samples of the  products  with which
         Kavouras is using the marks.  All  information  obtained in conjunction
         with such review shall be held in  confidence  by  EarthWatch  and used
         exclusively for determining  whether Kavouras is using the mark(s) in a
         manner  consistent  with this Agreement and in connection with products
         and services that are of good quality.  Upon completion of such review,
         EarthWatch  may,  at its  option,  deliver  written  notice to Kavouras
         requesting   specific   reasonable   changes  to  the   advertisements,
         promotional  materials,  packaging  and labeling or products with which
         Kavouras is using the marks. Kavouras shall then have a reasonable time
         to implement any such changes reasonably requested by EarthWatch.

                                       2
                                    - 120 -
<PAGE>

                  c.  EarthWatch  shall deliver to Kavouras all  information and
         materials  required  to carry out this  Agreement,  including,  but not
         limited to: (1)  patents  and patent  applications,  (2)  trademark  or
         service mark applications and registrations, (3) copyright applications
         and  registrations,  (4) mask  works and mask work  registrations,  (5)
         source code, (6) object code, (7) software,  (8) know-how and show-how,
         (9) drawings,  specifications,  designs,  plans,  proposals,  data, and
         other works, (10) manufacturing and production  processes,  techniques,
         research and  development  information,  and (11) notes,  shop manuals,
         formulae and prototypes.

                  d.  Kavouras  shall also have the right,  at the sole cost and
         expense of  Kavouras,  to take  whatever  steps it deems  necessary  to
         protect the Licensed Rights and Licensed Products. EarthWatch agrees to
         cooperate  with such  efforts and sign any papers  required to acquire,
         protect or enforce such rights.

                  e. It is agreed and  understood  that the  exclusive  licenses
         hereby  granted  shall be subject only to the rights of those  existing
         licensees  under  existing  agreements,  all of whom and  which are set
         forth on Exhibit A attached  hereto,  provided that EarthWatch will not
         renew and agrees to terminate any and all of such license agreements at
         the earliest possible date upon the reasonable request of Kavouras with
         respect to any specific licensee.

                  f. The term of the  licenses  granted  herein  shall be twenty
         (20) years from the date hereof,  provided that any sublicenses granted
         to end users of the Licensed Products shall be perpetual.

         2.  License  Fee.  Contemporaneously  herewith,  Kavouras  shall pay to
EarthWatch  as the sole and only  one-time  license fee and fee for acquiring an
option to license pursuant to a separate agreement of even date herewith the sum
of One Million Five Hundred  Thousand and No/100  Dollars  ($1,500,000.00).  The
parties  have  agreed  that  Two  Hundred  Fifty  Thousand  and  No/100  Dollars
($250,000.00)  of the foregoing  payment shall be escrowed  pursuant to a escrow
agreement of even date  herewith.  No other  payments shall be due or owing from
Kavouras for the rights granted hereunder.

         3. Territory.  The licenses granted herein,  and the exclusivity rights
in connection  therewith,  shall extend throughout the world, with the exception
of the United States and Canada.  The  limitation of the Territory  herein shall
only limit sales and  distribution,  which shall be limited to customers outside
the United  States and Canada,  but shall not limit or  prohibit  manufacturing,
packaging, software development,  initiating marketing (e.g. placing phone calls
from,  purchasing  and  preparing  documentation  in the  United  States  and/or
Canada), and similar activities within the United States and/or Canada.

         4.  Representations  and Warranties.  EarthWatch  hereby represents and
warrants to Kavouras that:

                                       3
                                    - 121 -
<PAGE>

                  a. EarthWatch is the sole and exclusive  owner,  free from any
         liens,  security  interests  or other  encumbrances  or claims of third
         parties,  of the Licensed  Products  including  all copyright and other
         proprietary rights therein,  and of the ideas,  procedures,  processes,
         systems,  methods of operation and concepts which are embodied therein.
         EarthWatch  has  been  granted  such  rights  under  U.S.   Patent  No.
         5,379,215,  "Method for  Creating a 3D Image of Terrain and  Associated
         Weather," and the license of the Licensed  Products  herein  granted or
         the use of the Licensed Products for the purposes  permitted  hereunder
         will not constitute an infringement  of any third party's  intellectual
         property  rights  or  constitute  a  breach  of any  agreement  between
         EarthWatch and any third party,  including,  without  limitation,  that
         certain  Reseller License  Agreement by and between  EarthWatch and WSI
         Corporation, as amended, that certain Software License Agreement by and
         between EarthWatch and Weather Central, Inc. and that certain Exclusive
         Distributor  Agreement for EarthWatch Products in the Government Market
         by and between  EarthWatch  and Sterling  Software  (U.S.),  Inc.  (the
         parties  agree that  EarthWatch  shall  immediately  request  and shall
         diligently pursue and obtain no later than fourteen days after the date
         hereof a UCC-3 to release of record  all  filings in favor of  Northern
         Trust);

                  b. the right and  license  granted to  Kavouras  hereunder  is
         exclusive to Kavouras  within the  Territory  except as  expressly  set
         forth  herein  and no  parties,  other  than the  licensees  under  the
         agreements set forth on Exhibit A, have rights to the Licensed Products
         within the Territory;

                  c. the Licensed Products,  and all portions thereof,  are free
         from material  defects in material and  workmanship  and will,  without
         modification  or  supplementation,  permit  the user  thereof to create
         real-time  3D  images  of  terrain  and  associated  weather  from data
         supplied by or to the user,  provided that Kavouras  acknowledges  that
         the current  version of the Licensed  Products will not permit the user
         thereof to create real-time 3D images of terrain and associated weather
         from  data  supplied  by or to the user  using  Kavouras  data and that
         Kavouras and  EarthWatch  are in the process,  pursuant to a Consulting
         Agreement, of creating the data interface to permit such functionality;

                  d. The  individuals  executing  this  Agreement  on  behalf of
         EarthWatch  have the requisite  authority to execute this Agreement and
         such  other  documents  as  are  contemplated  or  to be  delivered  by
         EarthWatch herein, and to bind EarthWatch  thereto;  and EarthWatch has
         the full and complete authority to perform its obligations hereunder;

         In  the  event  of a  breach  of  the  representations  and  warrantees
contained above,  EarthWatch  agrees to diligently pursue and obtain at its sole
cost and expense all intellectual property and contract rights necessary to make
such  representation  and warranty true and correct and to provide Kavouras with
the exclusive rights to the Licensed  Products granted  hereunder.  EarthWatch's
failure  to do so  within  a  reasonable  time  and in any  event  prior  to the
suffering by Kavouras of any  damages,  whether to third  parties or  otherwise,
shall result in Kavouras  having the rights and  remedies  provided in Section 5
hereof.

                                       4
                                    - 122 -
<PAGE>

         5.  Indemnification.  EarthWatch  agrees to indemnify,  defend and hold
Kavouras harmless from and against any and all loss, cost, damage, judgments and
liabilities  (including reasonable attorneys' fees) arising out of any breach of
the representations  and warrantees made by EarthWatch herein.  Without limiting
the foregoing,  EarthWatch  shall pay any and all damages,  costs and attorneys'
fees awarded in any action against  Kavouras based on such claim, as well as any
other damages which may be suffered by Kavouras by reason of its being  deprived
of its rights  hereunder  or its  having  such  rights  limited,  restricted  or
infringed in any manner.  Kavouras  agrees to provide  EarthWatch with notice of
any such claim within a reasonable  time after Kavouras learns of such claim. In
addition to the foregoing indemnity and defense  obligations,  EarthWatch agrees
to provide to Kavouras  at  EarthWatch's  sole cost and  expense  all  necessary
assistance  in evaluating  and/or  opposing any such claim,  including,  without
limitation, providing access to programmers, documentation and prior versions of
the Licensed Products.  Notwithstanding and in limitation of the foregoing,  the
parties  agree that  EarthWatch's  liability  under this  paragraph  5 shall not
exceed  the  consideration  paid to  EarthWatch  by  Kavouras  pursuant  to this
Agreement,  together with any sums paid to third party  claimants as a result of
such breaches.

         6.       [Intentionally Deleted].

         7. Source Code. Within ten (10) days after the date hereof,  EarthWatch
agrees to  provide  Kavouras  with a copy of the  source  code for the  Licensed
Products,  together with all other materials and intellectual property necessary
to permit  Kavouras to fully  exercise the rights granted to it hereunder and to
fulfill the obligations of EarthWatch hereunder.  It is agreed that Kavouras may
copy or modify or  incorporate  such  source  code and  other  property,  or any
portion thereof, into products to be created hereafter by or for Kavouras, which
products shall be the sole property of Kavouras.

         8. Registration of License. EarthWatch agrees that Kavouras may, at the
sole costs and expense of Kavouras, file notice of its rights under this license
with the United  States  Copyright  Office  and/or the United  States Patent and
Trademark  Office and  EarthWatch  agrees to  cooperate  with any such  filings,
including,  without  limitation,  executing  and  delivering  for no  additional
consideration any assignments or similar documents  necessary to accomplish such
filing.

         9. Support.  EarthWatch agrees that it will provide  reasonable support
to Kavouras in the exercise of Kavouras' rights under this Agreement.

         10. No Agency. Kavouras and EarthWatch are not, and shall not be deemed
or considered to be joint  venturers,  partners,  agents,  servants,  employees,
fiduciaries  or  representatives  of each other,  and no party to this Agreement
shall  have  the  right or power to bind or  obligate  any  other  party to this
Agreement.

                                       5
                                    - 123 -
<PAGE>

         11.  No  Waiver.  Failure  by either  party to  enforce  any  provision
hereunder  shall  not be deemed a waiver  of such  provision  or of the right to
enforce such provision in the future.

         12.  Governing  Law;  Venue.  This  Agreement  shall be governed by and
construed  in  accordance  with the laws of the State of  Minnesota.  Any action
brought under this Agreement  shall be brought in the state or federal courts of
the State of Minnesota,  provided that, notwithstanding this provision, Kavouras
shall have the right to implead  EarthWatch in any action which falls within the
scope of EarthWatch's  indemnification obligations under this Agreement, without
regard to the venue of such action.

         13.  Severability.  In the event that any  provision of this  Agreement
shall  be  held  by  a  court  of  competent  jurisdiction  to  be  unlawful  or
unenforceable,  the remaining  provisions of this Agreement shall remain in full
force and effect  and shall not be  affected,  impaired  or  invalidated  in any
manner.

         14.  Assignment.  Neither party may assign its rights hereunder without
the consent of the other,  which  consent will not be  unreasonably  withheld or
delayed,  except in connection  with a sale of all or  substantially  all of the
assets of a party.  The parties hereto  acknowledge and agree that the benefits,
but not the burdens,  of the interests of Kavouras in this  Agreement  have been
assigned  to DTN Market  Communications  Group,  Inc.  ("DTN")  pursuant to that
certain   Agreement   Regarding   Purchase  of  Contract  and  Contract   Rights
("Assignment")  dated March 30, 1998, among Kavouras,  DTN and Data Transmission
Network  Corporation,  subject to such beneficial interests and rights reverting
back to  Kavouras  as  provided  in the  Assignment;  and that DTN shall have no
liabilities  or  obligations  under  this  Agreement  except the  obligation  to
Kavouras to pay the  EarthWatch  Payments as defined in and  provided for in the
Assignment.  While this  Assignment  remains in  effect,  EarthWatch  shall send
copies of all notices given to Kavouras  hereunder to Data Transmission  Network
Corporation, 9110 West Dodge Road, Suite 200, Omaha, NE 68114, Attention Greg T.
Sloma, President.

         15. Entire  Agreement.  This  Agreement  contains and states the entire
agreement  of  the  parties  with  regard  to the  license  granted  hereby  and
supersedes all proposals,  oral or written, and all other communications between
the parties relating to this Agreement.

         16. Amendment.  No modification or amendment of this Agreement shall be
made except by an instrument in writing signed by both of the parties hereto.

         17.  Notices.  Any notices  required or permitted to be given hereunder
shall be in  writing  and  shall be (i)  personally  delivered,  (ii)  sent by a
reputable  overnight  courier  (e.g.,   Federal  Express)  or  (iii)  mailed  by
registered or certified United States Mail,  return receipt  requested and shall
be deemed delivered (x) on the date of personal delivery,  if such is a business

                                       6
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<PAGE>

day or the next business day if not, (y) the day  designated for delivery by the
overnight courier,  or (z) three days after posting in the United States Mail in
the manner provided  above.  All such notices shall be directed to the receiving
party at the following  addresses or such other address as a party may designate
by notice in accordance with the provisions hereof:

                  If to Kavouras:          Kavouras, Inc.
                                           11400 Rupp Drive
                                           Burnsville, MN 55337-1279
                                           Attention:  Stephen Kavouras

                  With copy to:            Malkerson Gilliland Martin LLP
                                           1500 AT&T Tower
                                           901 Marquette Avenue
                                           Minneapolis, MN 55402
                                           Attention:  Michael S. Gilliland

                  If to EarthWatch:        EarthWatch Communications, Inc.
                                           Woodland Office Building
                                           17113 Minnetonka Boulevard, Suite 120
                                           Minnetonka, MN 55345
                                           Attention:  Douglas P. Kruehoeffer

                  With copy to:            Leonard Street & Deinard
                                           150 South Fifth Street, Suite 2300
                                           Minneapolis, MN  55402
                                           Attention:  James J. Bertrand

         18.  Servicing.   Commencing  July  1,  1998,   Kavouras  shall  assume
EarthWatch's  written  obligations  to service  and/or  maintain  the Reality 3D
software  which has been licensed to third parties,  excluding  third parties in
the United States and Canada, and Kavouras shall be entitled to any and all fees
payable in connection with such servicing and/or maintenance, including any fees
which have been paid prior to the date hereof for service and maintenance  which
will be performed by Kavouras.  EarthWatch  represents  and warrants to Kavouras
that EarthWatch has disclosed to Kavouras in writing all of EarthWatch's written
obligations for servicing and/or  maintenance of the Reality 3D software and all
fees which have been paid prior to the date hereof for  service and  maintenance
which will be performed by Kavouras (See  attached  Exhibit B).  EarthWatch  and
Kavouras agree that Kavouras shall have no responsibility to service or maintain
any other  EarthWatch  software  unless the  parties  reach a  separate  written
agreement regarding such services.

         19.  Non-Competition.  In consideration for the sums paid hereunder and
the agreements made herein, EarthWatch shall not, within the Territory (i) shall
not compete directly or indirectly with the Kavouras, DTN or their assignees, in

                                       7
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<PAGE>

the sale,  license,  distribution or development of weather and/or news graphics
and/or  imagery  products  and services  within the  replayed or live  broadcast
market, including, without limitation,  television (broadcast,  cable, satellite
and other broadcast means) and  internet-delivered  live or replayed broadcasts,
provided that  EarthWatch may sell,  license and distribute the product known as
Stormwatch,  and (ii) shall not sell,  license,  distribute or develop  products
which compete directly or indirectly with, or have the capabilities of competing
with, the Licensed Products,  provided that the products known as StormWatch and
Earthvision,   without   modification   to  add  real  time   effects  or  other
modifications  that  make  such  products  more  competitive  with the  Licensed
Products, are excepted from this subparagraph (ii).

         EXECUTED by the parties  hereto  effective the day and year first above
written.

                                    KAVOURAS, INC.



                                    By:/s/ Laura Burrow
                                       -----------------------------
                                       Laura Burrow, Chief Operating Officer
                                                                       


                                    EARTHWATCH COMMUNICATIONS, INC.



                                    By:/s/Craig Burfeind
                                       ------------------------------
                                       Craig Burfeind, President
                                       
                                       8
                                    - 126 -
<PAGE>






                                    EXHIBIT A

                        Licensees and License Agreements

                         EXISTING LICENSEES/DISTRIBUTORS
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
Parties: EarthWatch Communications,
<S>                                      <C>                                               <C>
 Inc. &                                  Type of Agreement                                 Date
--------------------------------------------------------------------------------------------------------------------
Clever Telecom, S.A.                     Distributor Agreement                             05/19/94
--------------------------------------------------------------------------------------------------------------------
Digital Broadcast Systems                Distribution Agreement                            12/15/96
--------------------------------------------------------------------------------------------------------------------
ATM Ltd.                                 Distributor Agreement                             05/12/94
--------------------------------------------------------------------------------------------------------------------
ATLAS SA                                 Distributor Agreement                             05/18/94
--------------------------------------------------------------------------------------------------------------------
Symbolic Technologies PTE LTD.           Distributor Agreement                             05/12/94
--------------------------------------------------------------------------------------------------------------------
Video Graphics & Communication CO Ltd.   Distributor Agreement                             05/12/94
--------------------------------------------------------------------------------------------------------------------
Salam Technical Services (Qatar)         Distributor Agreement                             06/23/94
--------------------------------------------------------------------------------------------------------------------
Mitsui & Co. Ltd.                        Distributor Agreement                             02/01/95
--------------------------------------------------------------------------------------------------------------------
Advanced Communication Equipment
 (Int'l) Co Ltd.                         Distributor Agreement                             05/12/94
--------------------------------------------------------------------------------------------------------------------
Reality Horizons Pty Ltd.                Distribution Agreement                            07/01/97
--------------------------------------------------------------------------------------------------------------------
Quantum Pacific Pty Ltd.                 Distribution Agreement                            12/01/96
--------------------------------------------------------------------------------------------------------------------
Video Design Systems Inc.                Distributor Agreement                             05/20/94
--------------------------------------------------------------------------------------------------------------------
Salam Technical Services/OMNIX           Distributor Agreement                             06/20/94
--------------------------------------------------------------------------------------------------------------------
END USER LICENSEES

--------------------------------------------------------------------------------------------------------------------
Sterling Software (U.S.), Inc.           Exclusive Distributor Agreement                   12/11/96
--------------------------------------------------------------------------------------------------------------------
ICELAND AGREEMENT

</TABLE>

                                       9
                                    - 127 -
<PAGE>
                                    EXHIBIT B

             Written Servicing Obligations and Fees Already Received



                                       10
                                    - 128 -
<PAGE>



                                    EXHIBIT C

   Existing Agreements for License or Distribution of Products Which May Compete
               With the Licensed Products Within the Territory

                                       11
                                    - 129 -