<PAGE>
                                                              EXHIBIT 10.10(iii)

        [INDICATED PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND FILED
       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                     A REQUEST FOR CONFIDENTIAL TREATMENT]


                                    AGREEMENT

made and entered into by and between :

                    BMW (SOUTH AFRICA) (PROPRIETARY) LIMITED
                         Registration Number 60/00196/07
                 (herein represented by.......................
                  in his capacity as..........................)
                       (hereinafter referred to as "BMW")

and

                          NAVIGATION TECHNOLOGIES B.V.
                 Registration Number ...........................
                  (herein represented by......................
               in his capacity as...............................)
                     (hereinafter referred to as "NAVTECH")

WHEREAS BMW wishes to introduce the BMW navigation system into the South African
market;

AND WHEREAS NAVTECH is a producer and supplier of navigable databases and
possesses systems and expertise to create navigable databases for use in vehicle
navigation systems;

AND WHEREAS BMW desires to obtain a Navigable Database for South Africa for use
in the BMW navigation system in South Africa and has requested NAVTECH to create
an initial Database.;

AND WHEREAS BMW is prepared to take the commercial risk to the sum of the
amounts contemplated herein for development of the Database, where such an
investment by BMW, among other things, would make NAVTECH agreeable to create a
Database with commercial value which, through its intended licensing to third
parties, would benefit BMW through the recovery of BMW's investment and would
benefit NAVTECH by potentially creating a viable business for licensing the
Database in South Africa;

AND WHEREAS NAVTECH is prepared to divert resources from other projects and
thereby forego other known revenue opportunities, as well as apply its
expertise, know how, trade secrets and other valuable intellectual property to
create and maintain such a Navigable Database;



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                                      -2-


NOW THEREFORE IT IS AGREED AS FOLLOWS:

1.   INTERPRETATION

     1.1  The headings to the clauses of this agreement are for reference
          purposes only and shall not aid in the interpretation of the clauses
          to which they relate.

     1.2  Unless a contrary intention clearly appears, words importing any one
          gender shall include the other gender, the singular shall include the
          plural and vice versa.

     1.3  DEFINITIONS:

          1.3.1    "BMW navigation           means an integrated hardware
                   system":                  component available on BMW Group
                                             vehicles capable of assisting the
                                             owner thereof in an interactive
                                             fashion to navigate from a point of
                                             departure to a desired destination
                                             using inter alia Products.

          1.3.2    "Navigable Database":     means a cartographic database
                   or "Database"             according to the Specification of
                                             Annexure "A", which contains
                                             sufficiently accurate and complete
                                             information to enable inter alia
                                             the BMW navigation system to
                                             function within South Africa.

          1.3.3    "GDF":                    means Geographical Data Format, a
                                             specific data exchange /
                                             interchange format and transfer
                                             file specification for digital
                                             roadway and topological map
                                             databases known in the navigable
                                             database industry.

          1.3.4    "CDF":                    means CARIN Data Format, a database
                                             format which enables Databases to
                                             be read by the BMW navigation
                                             system installed in BMW Group
                                             vehicles.

          1.3.5    "Development              means, in relation to a Database,
                   Schedule":                the development schedule for such
                                             Database as determined in
                                             accordance with the provisions of

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                                      -3-

                                             clauses 3.1.1, 3.2.1 and 3.3.1.

          1.3.6    "Specification":          means the specifications in respect
                                             of the Database as detailed in
                                             Annexure "A".

          1.3.7    "Acceptance Testing"      means the procedure as contemplated
                                             in Annexure "C" in respect of
                                             testing a Database Master for
                                             compliance with the Specification.

          1.3.8    "Database Master":        means a compiled version of a
                                             Database in the CDF format.

          1.3.9    "Approved Database"       means a Database Master approved by
                                             BMW as contemplated in clause 3.4.

          1.3.10   "Compiling":              means the process of changing the
                                             format in which data is
                                             represented.


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                                      -4-


          1.3.11   "DC Coverage":            means Detailed City Coverage as
                                             defined by NAVTECH, wherein (i) the
                                             database for the covered area
                                             contains essentially all roads that
                                             can be used by private and public
                                             vehicles, (ii) all categories of
                                             POI's in the SPIL are included (to
                                             the extent applicable to South
                                             Africa), together with certain
                                             cartographic features.
                                             Notwithstanding the foregoing,
                                             NAVTECH reserves the right to
                                             modify the specification for DC
                                             Coverage, including, without
                                             limitation, adding, deleting and
                                             recategorizing data elements. NT
                                             shall provide BMW with at least six
                                             months prior written notice of any
                                             modifications of the specification
                                             for DC Coverage, but only to the
                                             extent that it is foreseeable by
                                             NAVTECH that such modifications
                                             will have a materially adverse
                                             effect on BMW's use of the Database
                                             and/or Products. Where such
                                             modifications affect the Special
                                             Features as set forth in clause 1.5
                                             of Annexure "A", such modifications
                                             may only be effected with BMW's
                                             prior written approval.

          1.3.12   "POI"                     means a Point of Interest (a place
                                             of business, touristic or of other
                                             interest to a driver).

          1.3.13   "SPIL"                    means NAVTECH's Standard POI
                                             Inclusion List, a list of
                                             approximately 40 POI categories
                                             that are included within the
                                             specification for DC Coverage and
                                             within NAVTECH's global DC coverage
                                             specifications.

          1.3.14   "Product/s"               mean a copy or copies of an
                                             Approved Database stored on CD-ROM,
                                             or any other media as reasonably
                                             specified by BMW from time to time,
                                             for use with a BMW navigation
                                             system.

          1.3.15   "End-User"                means an owner of a BMW
                                             Group vehicle who receives or uses
                                             Products for personal use in a


<PAGE>
                                      -5-

                                             BMW navigation system with no right
                                             to sublicense the Products.

          1.3.16   "FOB"                     means "Free on Board" as defined by
                                             INCOTERM, 1990.

          1.3.17   "Third party navigation
                   system vendor"            means an automobile company or
                                             vendor other than BMW that supplies
                                             in-vehicle navigation systems in
                                             South Africa.

          1.3.18   "Maximum Amount"          means [redacted]


2.   COMMENCEMENT DATE AND DURATION

     2.1  Notwithstanding the date of signature, this agreement shall commence
          on the 1st day of June, 1999, and shall remain of force and in effect
          up to and including the date of termination in accordance with the
          provisions hereof.

     2.2  The termination of this contract shall terminate or cancel all
          incomplete assignments or tasks in terms of it, unless the parties
          agree in writing to the contrary at the time of the termination.

     2.3

          2.3.1    It is a condition precedent of this agreement coming into
                   force and effect that NAVTECH concludes written agreements,
                   the content of which shall be approved by BMW prior to
                   signature of same and a final signed copy or copies of which
                   shall be supplied to BMW for record purposes, with the
                   undermentioned party:

<PAGE>
                                      -6-

                   2.3.1.1    [redacted]

                   2.3.1.2    In the event that the agreement identified in
                              clause 2.3.1.1 above is not concluded within 30
                              days from the date of signature hereof this
                              agreement shall automatically terminate, shall be
                              of no further force and effect and neither party
                              shall have any obligation to the other party
                              arising out of this agreement, save and except for
                              the obligations which survive termination of the
                              agreement.

          2.3.2    [redacted]

3.   NATURE AND SCOPE OF AGREEMENT

     3.1  PHASE 1 DATABASE:

          3.1.1    NAVTECH shall develop the Phase 1 Database in accordance
                   with the Specification as defined in 1.3.6 above, and the
                   Development Schedule for Phase 1 as detailed in Annexure "B"
                   hereto.

          3.1.2    NAVTECH shall supply to BMW three Database Masters of the
                   Phase 1 Database, contained on one or more CD-ROMs, upon
                   completion of


<PAGE>
                                      -7-


                   development of same; the Database Masters supplied shall be
                   in the CDF format.

          3.1.3    It is recorded that Mr. Wilfried Steins of the Development
                   Department at BMW AG in Munich, Germany shall act as BMW's
                   representative and that all Database Masters shall be
                   supplied to his attention, or to such other representative as
                   may be identified by BMW in writing from time to time.

          3.1.4    The Phase 1 Database shall be tested, corrected and approved
                   in accordance with the procedure contemplated in clause 3.4
                   below.

          3.1.5    Payment in respect of the development of Phase 1 Database
                   shall be made by BMW to NAVTECH on the basis recorded in
                   Annexure "B" hereto.

     3.2  PHASE 2 DATABASE:

          3.2.1    NAVTECH shall develop the Phase 2 Database in accordance with
                   the Specification as defined in 1.3.6 above, and the
                   Development Schedule for Phase 2 as detailed in Annexure "B"
                   hereto.

          3.2.2    NAVTECH shall supply to BMW three Database Masters of the
                   Phase 2 Database, contained on one or more CD-ROMs, upon
                   completion of development of same; the Database Masters
                   supplied shall be in the CDF format.

          3.2.3    Database Masters shall be supplied to BMW's nominated
                   representative as recorded in clause 3.1.3 above.

          3.2.4    The Phase 2 Database shall be tested, corrected and approved
                   in accordance with the procedure contemplated in clause 3.4
                   below.

          3.2.5    Payment in respect of the development of Phase 2 Database
                   shall be made by BMW to NAVTECH on the basis recorded in
                   Annexure "B" hereto.

     3.3  PHASE 3 DATABASE:

          3.3.1    NAVTECH shall develop the Phase 3 Database in accordance with
                   the Specification as defined in 1.3.6 above, and the
                   Development Schedule for Phase 3 as detailed in Annexure "B"
                   hereto.

<PAGE>
                                      -8-

          3.3.2    NAVTECH shall supply to BMW three Database Masters of the
                   Phase 3 Database, contained on one or more CD-ROMs, upon
                   completion of development of same; the Database Masters
                   supplied shall be in the CDF format.

          3.3.3    Database Masters shall be supplied to BMW's nominated
                   representative as recorded in clause 3.1.3 above.

          3.3.4    The Phase 3 Database shall be tested, corrected and approved
                   in accordance with the procedure contemplated in clause 3.4
                   below.

          3.3.5    Payment in respect of the development of Phase 3 Database
                   shall be made by BMW to NAVTECH on the basis recorded in
                   Annexure "B" hereto.

     3.4  TESTING, CORRECTION AND APPROVAL OF DATABASES:

          3.4.1    BMW shall have a period of 30 days from the date upon which
                   NAVTECH supplies the copy of the Database Master on CD-ROM in
                   the CDF format within which to test the Database in
                   accordance with the Acceptance Testing procedure contemplated
                   in Annexure "C" hereto ("the testing period") in order to
                   determine whether same meets the Specification.

          3.4.2    By no later than the day immediately following the expiration
                   of the testing period BMW shall notify NAVTECH, in writing,
                   as to whether the Database Master is approved or,
                   alternatively, that the said Database Master fails to pass
                   the Acceptance Testing. In the latter circumstances BMW shall
                   document the detailed reasons why the Database does not pass
                   the Acceptance Testing and notify NAVTECH accordingly. Should
                   BMW fail to notify NAVTECH as contemplated herein BMW shall
                   be deemed to have approved the Database Master.

          3.4.3    In the event of the Database Master failing to pass the
                   Acceptance Testing NAVTECH shall be afforded a period
                   [redacted] from its receipt of the detailed notice
                   contemplated in clause 3.4.2 within which to correct the
                   defects identified by BMW and to supply a corrected Database
                   to VDO for compilation. Alternatively, NAVTECH shall
                   demonstrate to BMW, within the above [redacted] period, a
                   corrective programme to overcome the defects within a period
                   approved by BMW, which approval shall not be unreasonably
                   withheld.

<PAGE>
                                      -9-

          3.4.4    Upon receipt of the corrected Database Master BMW shall have
                   a further period of 30 days within which to repeat the
                   Acceptance Testing contemplated in Annexure "C". Thereafter,
                   and by no later than the day following the expiration of the
                   further testing period referred to herein BMW shall notify
                   NAVTECH, in writing, as to whether the Database Master is
                   approved or, alternatively that the Database fails to pass
                   the Acceptance Testing. In the latter circumstances BMW shall
                   document the detailed reasons why the Database Master does
                   not pass the Acceptance Testing and notify NAVTECH
                   accordingly, and the provisions of 3.4.3 and this clause
                   3.4.4 shall apply, until the Database Master is approved.
                   Should BMW fail to notify NAVTECH as contemplated herein BMW
                   shall be deemed to have approved the Database Master.
                   [redacted]

          3.4.5    Notwithstanding the foregoing of this Clause 3.4, a Database
                   Master shall not be deemed to have failed the Acceptance
                   Testing where a failure to meet the test set forth in
                   Annexure "C" is due to (i) software, information or items
                   other than the Database Master, including without limitation,
                   hardware and software of the BMW navigation system (including
                   route calculation and route guidance software), or (ii)
                   [redacted]

     3.5  DATABASE UPDATING:

          3.5.1    Following BMW's approval of the Phase 3 Database, NAVTECH
                   shall at BMW's request update the Database at a frequency of
                   [redacted]

<PAGE>
                                      -10-

                   [redacted] shall commence immediately after the completion of
                   Phase 3 as set forth in Annexure "B", subject to:

                   3.5.1.1    BMW effecting payment of the Update Fees as
                              determined under clause 3.5.2 prior to NAVTECH's
                              commencing development of the updated Database;
                              and

                   3.5.1.2    [redacted]

                   3.5.1.3    NAVTECH's right to terminate this obligation on
                              [redacted] written notice to BMW as provided for
                              in clause 11.2 below.

          3.5.2    [redacted]

          3.5.3    BMW shall be entitled to test and approve each updated
                   Database in accordance with the Acceptance Testing procedure
                   contemplated in clause 3.4. In the event of BMW failing to
                   conduct such tests in respect of an update, BMW shall be
                   precluded from rejecting the update.


<PAGE>
                                      -11-


     3.6  SUPPLYING PRODUCTS:

          3.6.1    NAVTECH shall supply Products to BMW in accordance with this
                   clause 3.6.

          3.6.2
                   3.6.2.1    At any time following completion of Phase 1 and
                              during the term of this Agreement, BMW may order
                              Products from NAVTECH by issuing purchase orders
                              to NAVTECH as contemplated in clause 3.9.4.

                   3.6.2.2    PRODUCT FEES

                              3.6.2.2.1 Except as contemplated in clause 3.6.4
                                        below, BMW shall pay NAVTECH [redacted].

                              3.6.2.2.2 [redacted]

                              3.6.2.2.3 [redacted]

<PAGE>
                                      -12-


                   3.6.2.3    Except as contemplated in clause 3.6.4.1 below,
                              each order by BMW as contemplated in 3.6.2.1 above
                              shall be for a minimum of [redacted].

                   3.6.2.4    Subject to BMW's compliance with its obligations
                              under clause 3.6.3.2 below, NAVTECH shall ship
                              Products ordered by BMW as contemplated in 3.6.2.1
                              FOB NAVTECH's shipping point within thirty (30)
                              days after receipt of a purchase order. BMW shall
                              pay NAVTECH's freight, customs and other shipment
                              charges related only to the shipment of Products
                              to BMW.

                   3.6.2.5    NAVTECH shall invoice BMW on shipment of Products
                              in the form of a detailed invoice which shall
                              include, without limitation, a description of the
                              amount payable by BMW including and excluding tax
                              (tax invoice), supported by relevant
                              documentation. BMW shall effect payment to NAVTECH
                              within 30 days of receipt of the invoice
                              aforementioned.

                   3.6.2.6    Except where requested by BMW in writing, Products
                              supplied pursuant to BMW's purchase orders shall
                              contain the most recently Approved Database as at
                              the time of placing a purchase order.

                   3.6.2.7    [redacted]

<PAGE>
                                      -13-


                              3.6.2.7.1  [redacted]

                              3.6.2.7.2  [redacted]

                              3.6.2.7.3  [redacted]

           3.6.3

                   3.6.3.1    BMW reserves the right to approve the packaging
                              and user documentation for Products, including any
                              and all copyright notices, warnings, disclaimers
                              and other information as may be included on the
                              Products and on any packaging. Without limitation,
                              BMW shall have the right to require the BMW trade
                              name and trade mark to be displayed on Products,
                              packaging and user documentation.

                   3.6.3.2    BMW shall, in advance of any order for Products as
                              contemplated in clause 3.6.2 above, provide
                              NAVTECH with any and all artwork, film,
                              information and other items which BMW requires
                              NAVTECH to include on the Products and the
                              packaging and user documentation.

                   3.6.3.3    It is expressly agreed by the parties that all
                              packaging and user documentation for Products,
                              including any and all copyright notices, warnings,
                              disclaimers and other information as may be
                              included on the Products and on any packaging,
                              shall be the same as such packaging and user
                              documentation agreed to between NAVTECH and BMW AG
                              from time to time for products supplied by NAVTECH
                              to BMW AG for BMW Navigation Systems in Europe,
                              save for any specific information relating to the
                              Product version and/or coverage area of the data
                              contained on such Products. It is expressly
                              recorded that BMW acknowledges its obligation to
                              display a NAVTECH copyright notice on Products and
                              packaging; the display of such copyright notice
                              shall comply with BMW's Trade Mark and Corporate
                              Identity requirements.
<PAGE>
                                      -14-

          3.6.4    NAVTECH shall supply [redacted] to BMW as contemplated below
                   for a fee of [redacted].

                   The [redacted] shall be made up of the following:

                   3.6.4.1    [redacted] Products containing the Approved
                              Database of Phase 1 supplied on completion of
                              Phase 1;

                   3.6.4.2    [redacted] Products containing the Approved
                              Database of Phase 2 supplied on completion of
                              Phase 2; and

                   3.6.4.3    [redacted] Products containing the Approved
                              Database of Phase 3 supplied on completion of
                              Phase 3.

     3.7  CREATING, COMPILING AND SUPPLYING DATABASES AND PRODUCTS:

          3.7.1    [redacted]

                   3.7.1.1    [redacted]

                   3.7.1.2    [redacted]

                   3.7.1.3    [redacted]

          3.7.2    [redacted]

<PAGE>
                                      -15-

     3.8  NAVTECH PROJECT MANAGER:

          NAVTECH shall identify and appoint a Project Manager and ensure the
          availability and involvement of such Project Manager in NAVTECH's
          performance of its obligations under this Agreement.

     3.9  PAYMENT AND ORDERING OBLIGATIONS

          3.9.1    All payments made by BMW to NAVTECH under this agreement
                   shall be made by means of good funds or telegraphic transfer
                   of funds in U.S. Dollars to the following bank account:

                   [redacted]

          3.9.2    BMW shall be responsible for, and this agreement shall be
                   contingent upon, BMW obtaining all necessary exchange control
                   and other requisite approvals to pay NAVTECH by way of funds
                   transferred from South Africa, as contemplated in clause
                   3.9.1.

          3.9.3    BMW shall be responsible for and shall pay any and all fees,
                   currency conversion costs, withholdings, taxes, and other
                   costs or charges on such payments and transfers to NAVTECH,
                   exclusive of any income taxes calculated on NAVTECH'S net
                   income.

          3.9.4    All orders and payments under this agreement shall be
                   governed by the provisions of the agreements concluded
                   between BMW AG and NAVTECH, as amended from time to time,
                   relating to inter alia Purchasing Terms and Conditions for
                   Production Material and Automobile Components.

<PAGE>
                                      -16-

4.   INTELLECTUAL PROPERTY RIGHTS, RIGHTS TO THE DATABASE AND PRODUCTS

     All intellectual property rights, including copyrights, database rights,
     patent rights and any other similar rights in any works, including but not
     limited to Databases and Products, created as a result of or pursuant to
     this agreement or otherwise, shall and hereby do vest in and belong to
     NAVTECH.

5.   BMW'S USE OF THE DATABASE AND PRODUCTS

     5.1  In consideration for the monies being paid by BMW to NAVTECH pursuant
          to this agreement NAVTECH hereby grants BMW a non-exclusive,
          non-transferable, non-sublicensable license for the term of this
          agreement to use the Database Masters created and supplied by NAVTECH
          in Phases 1-3 for testing as contemplated in clause 3.4 and to test
          and develop BMW navigation systems. BMW shall not reproduce, disclose,
          publish, sell, license, transfer, distribute or otherwise reveal the
          Database Masters or any portion thereof to any third party.

     5.2  In consideration for the monies being paid by BMW to NAVTECH pursuant
          to this agreement, and subject to BMW effecting payment to NAVTECH of
          the additional fees for Products ordered, as contemplated in clause
          3.6.2.2, as the case may be, NAVTECH hereby grants BMW a
          non-exclusive, non-transferable, non-sublicensable license for the
          term of this agreement to distribute Products supplied to BMW either
          directly or indirectly through distributors and/or dealers to
          End-Users.

     5.3  Each Product distributed to an End-User as contemplated in clause 5.2
          shall include End-User terms mutually agreed upon by the parties
          which, among other things, restrict the End-User's use of the Product
          to the BMW navigation system. BMW shall take all reasonable measures
          to ensure that the End-Users, prior to or at the moment of entering
          into an agreement for the license of the Products, and prior to any
          use thereof, are made aware of and have a reasonable opportunity to
          examine and accept such End-User terms. End-Users shall only be
          entitled to possess and/or use the Products if they accept the
          conditions of the End-User terms. BMW shall accept returns from
          End-Users who do not accept the End-User terms and refund all monies
          paid by said End-Users.

     5.4  Nothing stated herein shall be deemed to grant, transfer, assign or
          set over unto BMW any right, title, interest or ownership of the
          Database or Products, all of which are hereby expressly reserved by
          NAVTECH and/or its licensors and suppliers.


<PAGE>
                                      -17-

     5.5  BMW agrees not to disassemble, decompile or otherwise reverse engineer
          the Database or Products, subject to existing South African
          legislative requirements.

     5.6  BMW acknowledges that NAVTECH's present and future data suppliers may
          impose requirements and/or restrictions on NAVTECH and its licensees
          and End-Users relating to the display of copyright and other
          proprietary rights notices and legends, disclaimers of warranties,
          limitations of liability, and similar matters ("Data Supplier
          Requirements"). BMW shall comply with all Data Supplier Requirements
          imposed by a supplier, subject to BMW's Trade Mark and Corporate
          Identity requirements. [redacted].

     5.7  [redacted]

     5.8  THIRD PARTY LICENSING:

          5.8.1    [redacted]

                   5.8.1.1    [redacted]

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                                      -18-

                              [redacted]

                   5.8.1.2    [redacted]

          5.8.2

                   5.8.2.1    [redacted]

                   5.8.2.2    [redacted]

                   5.8.2.3    [redacted]

                   5.8.2.4    At BMW's reasonable request, NAVTECH shall make
                              available to BMW, or any independent auditor
                              appointed by BMW for such purpose, all information
                              in NAVTECH's possession required to verify
                              NAVTECH's compliance with the conditions set forth
                              in this clause 5.8.

          5.8.3    [redacted]

          5.8.4    [redacted]

<PAGE>
                                      -19-

6.   TEST VEHICLES

     6.1  BMW shall supply [redacted] test vehicles to NAVTECH on a loan basis,
          prior to the commencement of Phase 1. [redacted].

     6.2

          6.2.1    The test vehicles may not be used, without the prior written
                   approval of BMW, to test, display or demonstrate the
                   Databases or any other aspect in the development of the
                   Product, to any third party.

          6.2.2    NAVTECH shall:

                   6.2.2.1    comply with any and all reasonable instructions
                              from BMW in relation to the test vehicles; and

                   6.2.2.2    complete and sign the documentation in relation to
                              each of the test vehicles as set forth in Annexure
                              "D".

          6.2.3    Only drivers approved in writing by BMW, which approval shall
                   be provided for the NAVTECH Project Manager, may operate the
                   test vehicles.

7.   WARRANTY

     7.1  [redacted]

     7.2  In addition to the provision of clause 7.1, all the terms and
          conditions contained in the Warranty Agreement entered into between
          NAVTECH and BMW AG on September 8, 1998, as applicable from time to
          time, shall apply to the Products supplied by NAVTECH to BMW pursuant
          to this agreement.

<PAGE>
                                      -20-

     7.3  Each party represents and warrants that its obligations as provided
          for under this agreement are not in conflict with any prior
          obligations to third parties.

     7.4  Any and all undertakings given by each party in terms of this
          agreement shall be deemed to have been given by and shall be binding
          upon its directors and employees whether they were directors or
          employees at the time of signature of this agreement or whether they
          subsequently became directors or employees.


8.   CONFIDENTIALITY AND NON-DISCLOSURE

     8.1  Each party acknowledges that in the performance of its obligations
          hereunder it may be necessary for such party (the "Disclosing Party")
          to disclose to the other party (the "Receiving Party") certain
          confidential information, trade secrets, technical data and other
          information relating to the Disclosing Party or its method of carrying
          on business. In this regard it is recorded that:

          8.1.1    Confidential information includes all information proprietary
                   to the Disclosing Party, whether or not reduced to writing or
                   tangible medium of expression.

          8.1.2    Confidential information, specifically but without
                   limitation, includes information relating to the intellectual
                   property and business practices of the Disclosing Party.

          8.1.3    Intellectual property includes information relating to
                   research and development, inventions, discoveries,
                   developments, improvements, methods and processes, know-how,
                   drawings, blueprints, specifications, product briefs,
                   algorithms, computer programmes and software, data and
                   databases, compositions, works, concepts, designs, ideas,
                   prototypes, models, samples, screens, moulds, lasts, dies,
                   formulae, writings, notes, patents, copyrights, trade marks,
                   trade names, trade secrets and patent, trade mark and
                   copyright applications.

          8.1.4    Business practices includes information relating to
                   intellectual property, business plans, financial information,
                   products, services, manufacturing processes and methods,
                   costs, sources of supply, advertising and marketing plans,
                   customer lists, sales, profits, pricing methods, personnel,
                   and business relationships, research, survey, information
                   gathered, proposals

<PAGE>
                                      -21-

                   made and/or improvements suggested in terms of this agreement
                   or any other information developed or acquired pursuant to
                   this agreement.

          8.1.5    Confidential information also includes comparable information
                   that the Disclosing Party may receive or has received from
                   others who do business with the Disclosing Party and for
                   which the Disclosing Party has an obligation of
                   confidentiality.

     8.2  The Receiving Party hereby undertakes to protect confidential
          information of the Disclosing Party, and not to use, disclose, copy,
          divulge or allow access to any such confidential information.

     8.3  The Receiving Party acknowledges that this undertaking shall continue
          after the termination of this agreement and shall survive as long as
          the confidential nature of the information is maintained.

     8.4  Each party undertakes not to disclose to any third party any
          information concerning any project, assignment or task undertaken for
          the other party hereunder, and furthermore undertakes not to disclose
          to or use on behalf of the other party any confidential information
          belonging to a third party, unless written authorisation from the
          third party is obtained to the satisfaction of the other party. Each
          party, furthermore, undertakes not to disclose, use, publish, make
          available to a competitor of the other party or any other person
          whatsoever any details about the content of this agreement and any
          agreement concluded with [redacted] and/or any third party relating
          to this agreement.

     8.5  The present director of each party acknowledges by his signature
          hereto on behalf of such party that he is aware of the provisions of
          this clause 8 and undertakes to make the provisions of this clause
          known to all other directors and employees, or subsequent directors
          and employees of the company.

     8.6  The Receiving Party shall not be obligated under this clause 8 with
          respect to information that the Receiving Party can document:

          8.6.1    is or has become readily publicly available without
                   restriction through no fault of the Receiving Party or its
                   employees or agents; or

          8.6.2    is received without restriction from a third party lawfully
                   in possession of such information and lawfully empowered to
                   disclose such information; or


<PAGE>
                                      -22-

          8.6.3    was rightfully in the possession of the Receiving Party
                   without restriction prior to its disclosure by the Disclosing
                   Party; or

          8.6.4    was independently developed by employees or consultants of
                   the Receiving Party without access to such confidential
                   information; or

          8.6.5    is required to be disclosed by law or by a lawful requirement
                   of any government or governmental body, authority or agency
                   having authority over the Receiving Party, or if such
                   disclosure is required in connection with legal proceedings
                   relating to this agreement; provided, however, that in each
                   such event the Receiving Party shall give the Disclosing
                   Party prior written notice of any proposed disclosure to
                   enable the Receiving and/or Disclosing Party to seek a
                   protective order or other remedy to prevent the disclosure.

9.   TRADE NAME AND MARK

     9.1  Each party acknowledges that the trade name and the trade marks of the
          other party used in connection with Products shall at all times be and
          remain the sole and exclusive property of such other party.

     9.2  Neither party shall use any such trade mark or trade name of the other
          party without the express prior written consent of the other party.

     9.3  Each party undertakes that it shall not do any act or thing which
          might or would give cause to invalidate or expunge any registration of
          title to such trade name and/or trade marks of the other party.

     9.4  Each party hereby acknowledges that nothing contained in this
          agreement shall afford the other party any rights in or to any such
          trade marks, names, initials, designs, copyrights or patents of the
          other party (or its affiliates).

     9.5  NAVTECH shall not use any BMW trade mark or trade name without the
          express prior written consent of BMW. Where such consent is provided,
          NAVTECH shall only use such trade mark or trade name in accordance
          with instructions issued by BMW or BMW AG from time to time.

     9.6  Each party reserves to itself the right to withdraw any written
          consent furnished by it for the use of its trade name and trade marks
          as provided for in this agreement.

<PAGE>
                                      -23-

10.  CESSION

      Neither party shall be entitled to sell, delegate, cede, assign or in any
      other way alienate or dispose (collectively "Assign") of the whole or any
      part of its rights or obligations created in terms of this agreement,
      without the prior written consent of the other party, which consent shall
      not be unreasonably withheld. Notwithstanding the aforementioned, NAVTECH
      may without BMW's consent Assign this agreement where NAVTECH's stock,
      assets or business is sold, except where such acquisition is by a
      competitor of BMW, in which circumstance it is expressly recorded that
      BMW's written consent is required.

11.  TERMINATION

     11.1 Notwithstanding the provisions of clause 2.1 above, and without
          prejudice to any rights or other remedies which may be available,
          either party shall have the right at any time by giving written notice
          to the other party to terminate the agreement forthwith in any of the
          following events:

          11.1.1   If the other party commits a breach of any of the terms of
                   this agreement, including, without limitation, a purported
                   Assignment in contravention of clause 10, and fails to remedy
                   such breach within 30 days of receipt of written notice
                   calling upon it to do so, and provided that the non-breaching
                   party shall not be obliged to give notice as provided for
                   herein in the event of a material breach of clause 8 above;
                   and

          11.1.2.  If the other party should be placed in liquidation, or
                   attempt to compound with its creditors, or take or suffer any
                   similar action in consequence of debt;

          11.1.3   If for any cause (other than force majeure as contemplated in
                   clause 14.5) the other party is prevented from performing its
                   duties hereunder for a period of 90 days; or

     11.2 Upon completion of Phase 3, NAVTECH shall be entitled to terminate
          this agreement upon [redacted] written notice of termination to
          BMW. It is expressly recorded that, notwithstanding any other
          provision of this agreement to the contrary, BMW shall not be entitled
          to receive or license the Database after the date of a termination
          under this clause 11.2.

     11.3 Immediately following termination or expiration of this agreement, BMW
          shall cease any and all use of and return the Database to NAVTECH, and
          each party shall within


<PAGE>
                                      -24-

          30 days of such termination or expiration return or destroy all
          confidential information provided to it by the other party under this
          agreement. The provisions aforesaid shall not apply to:

          11.3.1   Products already provided to End-Users; or

          11.3.2   Products already paid for by BMW as contemplated under this
                   agreement.

     11.4 Notwithstanding any other provision to the contrary, in the event
          that, during the term of this agreement:

          11.4.1   NAVTECH ceases to trade as a consequence of insolvency or
                   other dissolution, [redacted].

          11.4.2   [redacted]

     11.5 Notwithstanding anything to the contrary herein contained the parties
          agree that the provisions of clauses 4, 8, 11.3, 11.4 and 13 shall
          survive the termination or expiration of the agreement.

12.  DOMICILIUM AND NOTICES

     12.1 The parties to this agreement hereby choose domicilium citandi et
          executandi for all purposes of this agreement as follows:

          12.1.1       BMW at:       1 Bavaria Avenue
                                     Randjespark Ext 17
                                     MIDRAND
                                     (P O Box 2955, Pretoria 0001)
                                     (For Attention: Company Secretary)

<PAGE>
                                      -25-


          12.1.2       NAVTECH at:   De Waal 1
                                     5684 PH Best
                                     The Netherlands
                                     (for attention: Financial Director)

     12.2 All notices required to be given by either party to the other shall be
          deemed to have been validly given on the date upon which such notice
          is delivered to such party's domicilium citandi et executandi or 14
          (fourteen) days after the date upon which such notice is posted to
          such party by prepaid registered post, addressed to such party at the
          addressee's domicilium citandi et executandi for the time being.

     12.3 No notice given by the one party to the other party shall be binding
          on either party unless in writing.

     12.4 The parties shall be entitled from time to time, by written notice to
          the other, to vary its domicilium to any other address which is not a
          post office box or poste restante.

13.  GOVERNING LAW AND JURISDICTION

     13.1 This agreement shall be governed by, construed, enforced and performed
          in accordance with the Laws of Germany.

     13.2 The parties hereto consent to the exclusive jurisdiction of Germany
          for any dispute or claim arising from this agreement. The parties
          hereto expressly agree that Munich, Germany shall be the exclusive
          place of venue and jurisdiction for any and all disputes arising from
          or in the context of this agreement.

14.  GENERAL

     14.1 No alteration, variation or suspension of any of the terms hereof or
          any consensual cancellation hereof shall be of any force or effect
          unless reduced to writing and signed by duly authorised
          representatives of the parties.

     14.2 No latitude, extension or other indulgence which may be given or
          allowed by either party ("the grantor") to the other in respect of any
          obligation hereunder shall under any circumstances operate as a waiver
          or novation of, or otherwise affect, any of the grantor's rights in
          terms hereof or arising herefrom, or preclude the grantor from
          enforcing at any time and without notice, strict and punctual
          compliance with each and every provision of term hereof.

<PAGE>
                                      -26-

     14.3 The parties hereto record that this agreement constitutes the entire
          agreement between them, and that there are no ancillary or collateral
          agreements between them, relating to the subject matter hereof. The
          parties further record that this agreement supersedes any prior
          agreement which may have been concluded between the parties hereto in
          respect of any matter dealt with herein.

     14.4 If any of the provisions of this agreement are invalid or
          unenforceable or become such, such provision shall, if practical, be
          devisable and the remainder of the agreement shall nevertheless be
          valid and binding.

     14.5

          14.5.1   If the performance of this contract is suspended due to force
                   majeure that party shall give the other party written notice
                   of the condition of force majeure within 3 (three) working
                   days of the date on which the condition of force majeure
                   takes effect, and shall do its utmost to reinstate the
                   performance due in terms of this contract in the shortest
                   possible time.

          14.5.2   The suspension of performance of this contract due to force
                   majeure is restricted to a period of not longer than 24 weeks
                   from the date of commencement of the condition of force
                   majeure. If the period of 24 weeks has elapsed and, if the
                   condition of force majeure persists, either party shall be
                   entitled to cancel this contract with immediate effect and
                   without prejudice to the other party's rights as contained in
                   this agreement.

          14.5.3   For the purposes of this agreement, force majeure shall mean
                   an Act of God, strike, lock-out or other interference with
                   work, war declared or undeclared, blockade, disturbance,
                   lightning, fire, earthquake, storm, flood, explosion,
                   governmental or quasi-governmental restraint, expropriation,
                   prohibition, intervention, direction or embargo or any other
                   event, whether detailed herein or not, which is beyond the
                   reasonable control of the party.

     14.6 Neither party shall disclose to any third party the existence of this
          agreement or its subject matter or content without the other party's
          prior written approval, except that either party may disclose to
          [redacted] the existence of this agreement and/or information
          pertaining thereto [redacted].

<PAGE>
                                      -27-

     14.7 The relationship of NAVTECH and BMW established by this agreement is
          that of independent contractors, and nothing contained in this
          Agreement will be construed so as to:

              14.7.1   give either party the power to direct and control the
                       day-to-day activities of the other, and/or

              14.7.2   constitute the parties as partners, joint venturers,
                       co-owners or otherwise as participants in a joint or
                       common undertaking, and/or

              14.7.3   allow either party to create or assume any obligation on
                       behalf of the other party for any purpose whatsoever.

     14.8 [redacted]

     14.9 Notwithstanding anything to the contrary herein contained it is
          expressly agreed between the parties that the provisions of this
          agreement shall be read together with the provisions of any agreements
          concluded between BMW AG and NAVTECH, as amended from time to time,
          relating to Purchasing Terms and Conditions for Production Material
          and Automobile Components, Warranty and/or Indemnity and BMW
          Acceptance Testing. To the extent that the provisions of the
          aforementioned agreements are in conflict with any of the provisions
          of the terms of this agreement it is recorded that the provisions of
          the agreements concluded between BMW AG and NAVTECH shall prevail.


THUS DONE and SIGNED at MIDRAND. on this .........24...... day of ....November
............. 1999.

                                                 /s/ Franz Heinrich Schafer
                                             -----------------------------------
                                             on behalf of BMW (SA) (PTY) LIMITED

                                                    Franz Heinrich Schafer
                                             -----------------------------------
                                             Name

                                                  Manager Corporate Planning
                                             -----------------------------------
                                             Title


<PAGE>
                                      -28-



THUS DONE and SIGNED at    Best, The Netherlands......... on this .........30th
....... day of .....November....... 1999.

                                                       /s/ Chris Peters
                                            ------------------------------------
                                            on behalf of NAVTECH

                                                        Chris Peters
                                            ------------------------------------
                                            Name

                                            VP-Finance & Administration, Europe
                                            ------------------------------------
                                            Title



<PAGE>


ANNEXURE "A"

NAVTECH GEOGRAPHIC DATABASE SPECIFICATIONS

1.   COVERAGE

     [redacted]


     1.1  [redacted]

     1.2  [redacted]

     1.3  [redacted]

     1.4  [redacted]


<PAGE>

                                      -2-

          [redacted]

     1.5  [redacted]


2.   SOURCE

     [redacted]
























<PAGE>

ATTACHMENT TO ANNEXURE "A"

Database coverage areas shall contain, at the very minimum, the equivalent of
the detailed GIS map coverage described below.

PHASE 1
The Database coverage area for Phase 1 is described graphically in Figure 1
below, where the area to be covered is depicted by the shaded area. The suburbs
contained in the Phase 1 area are listed in Table 1 below. In the event of a
discrepancy arising between Figure 1 and Table 1, the information contained in
Figure 1 shall prevail. [redacted]

Figure 1 appears on the next page of this attachment.






<PAGE>
                                      -2-


Figure 1:  Graphic Description of Phase 1 Coverage Area

















<PAGE>

                                      -3-


Table 1:  Municipal suburbs contained in Phase 1

                  RANDBURG
                  RANDBURG NORTH
                  SANDTON
                  MODDERFONTEIN
                  WATERVAL
                  MIDRAND (partial)
                  CENTURION (partial)
                  PRETORIA (partial)
















<PAGE>


                                      -4-

PHASE 2

The incremental Database coverage area for Phase 2 will contain the areas
described graphically in Figure 2 below. The total Database coverage after
completion of phase 2 will therefore include the area already covered by Phase 1
above as well as the incremental coverage area depicted by the shaded area
described as "PHASE 2 AREA" in the Legend key in Figure 2 below. In addition to
the suburbs listed in Table 1 above, the Phase 2 area will contain the suburbs
listed in Table 2 below. In the event of a discrepancy arising between Figure 2
and Table 2, the information contained in Figure 2 shall prevail. [redacted].

Figure 2 appears on the next page of this attachment.



<PAGE>
                                      -5-


Figure 2:  Graphic Description of Phase 2 Coverage Area









<PAGE>
                                      -6-


Table 2:  Municipal suburbs contained in Phase 2 incremental to those already
contained in Phase 1

                  AKASIA
                  ALBERTON
                  BEDFORDVIEW
                  BENONI
                  BENONI 1
                  BOKSBURG
                  BRAKPAN
                  CENTURION
                  EDENVALE
                  GERMISTON
                  JOHANNESBURG
                  JOHANNESBURG SOUTH EAST
                  JOHANNESBURG SOUTH WEST
                  KEMPTON PARK
                  KRUGERSDORP
                  LEEUKOP
                  MIDRAND
                  MODDERFONTEIN
                  NIGEL
                  PRETORIA
                  RANDBURG
                  RANDBURG NORTH
                  RANDFONTEIN
                  ROODEPOORT
                  ROODEPOORT SOUTH
                  SANDTON
                  SOWETO
                  SPRINGS
                  WATERVAL



<PAGE>




ANNEXURE "B"
DEVELOPMENT, DELIVERY AND PAYMENT SCHEDULES

The delivery and payment schedules set out in sections a) and b) below relate to
the following key milestones:

Commencement: Substantial commencement of processing by NAVTECH of the GIS
database for each defined area.

Completion of field capture: completion of field work (consisting of capture of
navigation attributes and additional road geometry) for each defined area.
Subsequent quality control may necessitate field validation and checking
subsequent to completion of this phase.

Acceptance Testing: Means the successful testing of the Database by BMW in
accordance with Annexure "C" (which will be conducted following successful
validation of the pre-release Database for NAVTECH by VDO).

a)   Development and Delivery Timetable for Database

     Phase 1

          [redacted]

     Phase 2

          [redacted]

     Phase 3

          [redacted]

b)   Payment Schedules for Database Development Milestones

     Phase 1


<PAGE>

          [redacted]

     Phase 2

          [redacted]


     Phase 3

          [redacted]
                                                           ------------
                                                  TOTAL:    [redacted]




<PAGE>

ANNEXURE "C"

BMW ACCEPTANCE TESTING

The following acceptance procedure will be followed for each Database:

1.   [redacted]

2.   [redacted]

3.   [redacted]

4.   [redacted]

5.   [redacted]

6.   [redacted]


[redacted]

1.   [redacted]

2.   [redacted]

3.   [redacted]

[redacted]

<PAGE>

ANNEXURE "D"
BMW (SOUTH AFRICA)(PTY)LTD.

LOAN VEHICLE ACCEPTANCE & INDEMNITY.

In favour of: BMW (SOUTH AFRICA)(PTY)LTD.

I, the undersigned, hereby acknowledge receipt of a loan vehicle.

I warrant that the vehicle will only be driven by persons with valid drivers'
licences and hereby waive any claim of whatsoever nature against BMW(South
Africa)(Pty)Ltd. and/or any of its employees arising from the driving of said
vehicle.

I will be solely liable for all fines or penalties imposed as a result of any
traffic violation or for any statutory offence committed whilst the vehicle is
under loan in terms of this agreement.

The vehicle is fully insured by BMW (South Africa) (Pty) Ltd. but I hereby agree
to be liable for a first amount payable (Excess) of 5 % of the loss and /or
damage amount.


SIGNED at ...........................this .............day of ............1999.


SIGNATURE:..........................

PLEASE PRINT CLEARLY

FIRST NAME:.........................  SURNAME:..............................

NAME OF COMPANY:............................................................

POSTAL ADDRESS OF COMPANY:..................................................

                                             ...............................

                                             ...............................

Telephone No...........................  FAX No................................


VEHICLE DETAILS: Model Type:................Registration No....................