CONFIDENTIAL

                                                                  June 24, 1996

                           License Agreement between
               The Ohio State University Research Foundation and
                            Sedona GeoServices, Inc.

This agreement (hereinafter Agreement) effective June 24, 1996 is between the
Ohio State University Research Foundation (hereinafter "OSURF") whose principal
place of business is 1960 Kenny Road, Columbus, OH 43210-1063 and Sedona
GeoServices, Inc. (hereinafter "SEDONA") a division of Scangraphics, Inc., a
Pennsylvania Corporation whose principal place of business is 700 Abbott Drive,
Broomall, Pennsylvania 19008.

WHEREAS, The Ohio State University Center for Mapping (hereinafter "OSUCFM") has
developed various procedures, software processes, and know-how, defined below as
"DMCP TECHNOLOGY", used to convert analog maps to digital vector form, and

WHEREAS, OSUCFM is using DMCP TECHNOLOGY to convert 7.5 minute, 1:24,000
quadrangle maps to digital vector form for the United States Geological Survey
(hereinafter "USGS"), and

WHEREAS, SEDONA is engaged in the business of providing Geographic Information
System hardware, software, and services, and

WHEREAS, OSURF holds the intellectual property rights to developments made by
OSUCFM, including DMCP TECHNOLOGY, and

WHEREAS, OSURF desires to license DMCP TECHNOLOGY so that the DMCP TECHNOLOGY
will be further developed and commercialized for the good of the public and the
nation, and

WHEREAS, SEDONA has indicated a desire to acquire the license to DMCP TECHNOLOGY
for commercialization,

NOW, THEREFORE, the parties hereto, in consideration of the promises, terms and
conditions set forth herein, mutually agree as follows:

ARTICLE I - DEFINITIONS

The following terms shall have the meanings set forth below:

1.1 "DMCP TECHNOLOGY" means the Digital Map Conversion Process Technology
developed by OSUCFM to convert USGS 7.5 minute, 1:24,000 scale quadrangle maps


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                                  CONFIDENTIAL

to digital vector form consistent with USGS DLG3 standards, as it exists on the
effective date of this Agreement. as further identified in Appendix A attached
hereto.

1.2 "LICENSED INTELLECTUAL PROPERTY" means the following items that cover or are
used for or in the manufacture, use or sale of LICENSED PRODUCTS and/or LICENSED
SERVICES:

      (i) patents U.S. and foreign, if any, covering DMCP TECHNOLOGY developed
          by OSUCFM;

     (ii) know-how including data, designs, specifications, procedures, drawings
          and technical information documenting DMCP TECHNOLOGY developed by
          OSUCFM;

    (iii) copyrights, software executable code (including source code), and
          documentation developed by OSUCFM as part of or used for or in
          connection with DMCP TECHNOLOGY developed by OSUCFM; not including
          existing technology already owned or licensed by SEDONA, or future
          technology developed by SEDONA, whether derived from or used for or in
          connection with DMCP TECHNOLOGY developed by OSUCFM.

1.3 "LICENSED PRODUCTS" means systems, apparatus, equipment, products, or
vehicles including DMCP TECHNOLOGY and/or LICENSED INTELLECTUAL PROPERTY
developed by OSUCFM; computer software executable code and documentation
incorporated or derived from DMCP TECHNOLOGY developed by OSUCFM, not including
existing technology already owned or licensed by SEDONA, or future technology
developed by SEDONA, whether derived from or used for or in connection with DMCP
TECHNOLOGY developed by OSUCFM.

1.4 "LICENSED SERVICES" means services employing DMCP TECHNOLOGY and/or LICENSED
INTELLECTUAL PROPERTY developed by OSUCFM for the design and/or production of
LICENSED PRODUCTS.

ARTICLE II - LICENSE GRANT, ACCEPTANCE AND PERFORMANCE

2.1 Grant of License. Subject to the rights of others as set forth in Appendix
B, OSURF hereby grants to SEDONA World wide exclusive rights to DMCP TECHNOLOGY
and LICENSED INTELLECTUAL PROPERTY to make, have made, to reproduce, prepare
derivative works based on, display, perform, use, sell and/or lease LICENSED
PRODUCTS and/or LICENSED SERVICES. SEDONA shall have the right to sublicense
others to do any and all of the above.

          (i)  FEMA. SEDONA grants to OSURF the right to execute one (1)
               non-exclusive sublicense to DMCP TECHNOLOGY to the U.S. Federal
               Emergency Management Agency (FEMA), which shall be limited to
               internal use. This sublicense shall be executed at the sole
               discretion of OSURF. OSURF and FEMA are prohibited from
               transferring the


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                                  CONFIDENTIAL

               technology to any other party (ie. a private sector partner) that
               participates in the FEMA project.

          (ii) OSURF. SEDONA grants to OSURF an exclusive sublicense to use and
               commercialize, directly or through sublicenses, DMCP TECHNOLOGY
               limited to Medical Imaging, Semiconductor Design, and DNA Mapping
               applications. SEDONA (and SEDONA sublicensees) agree not to
               compete with OSURF or OSURF sublicensees in these three
               applications.

         (iii) EDUCATIONAL USE. SEDONA grants to OSURF the right to use the
               existing DMCP TECHNOLOGY for educational purposes; including
               revisions and enhancements developed by OSUCFM, after one (1)
               year of the revision or enhancement development completion date.

          (iv) TECHNICAL ASSISTANCE. SEDONA grants OSUCFM the right to use DMCP
               TECHNOLOGY for SEDONA technical assistance activities.

2.2 Representations and Warranties. Subject to the rights of the Federal
Government as provided for under 37 CFR 401.14, OSURF hereby represents and
warrants to SEDONA:

           (i) that OSURF has all of the right, title and interest in and to
               LICENSED INTELLECTUAL PROPERTY, and that it has the right to
               grant the license provided for herein;

          (ii) that as of the effective date of this Agreement OSURF has no
               notice, knowledge, information or belief that any LICENSED
               PRODUCTS or LICENSED SERVICES infringe any rights of others; and

         (iii) that OSURF will give notice to any future sub-licensee of DMCP
               TECHNOLOGY approved by SEDONA, that this Agreement is exclusive
               to SEDONA and that such non-exclusive sub-licensee will not have
               any rights to use DMCP TECHNOLOGY to develop and promote the
               commercial application of LICENSED PRODUCTS and/or LICENSED
               SERVICES, either directly or through sublicensees.

HOWEVER, OSURF EXCLUDES ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND FREEDOM FROM INFRINGEMENT OF
THE RIGHTS OF OTHERS, AS TO DMCP TECHNOLOGY OR LICENSED PRODUCT OR SERVICE.

2.3 Diligence. SEDONA accepts the above license, and shall exert reasonable
diligence to develop and promote the commercial application of LICENSED PRODUCTS
and LICENSED SERVICES, either directly or through sublicensees.

ARTICLE III - DELIVERABLES AND TECHNICAL ASSISTANCE

3.1 Deliverables. Within thirty (30) days of the effective date of this
Agreement, OSURF shall deliver or cause OSUCFM to deliver to SEDONA one copy of
all LICENSED INTELLECTUAL PROPERTY, including one copy of all drawings,


                                       3

<PAGE>


                                  CONFIDENTIAL

procedures, specifications and technical information, designs, plans, software,
and any software documentation.

3.2 Training. OSURF shall cause OSUCFM to provide knowledgeable personnel to
instruct SEDONA personnel in all relevant details of LICENSED INTELLECTUAL
PROPERTY. Training shall be in Columbus, Ohio. OSUCFM will provide ten (10
business days of training at no cost to SEDONA. Additional training shall be
available to SEDONA and OSUCFM and SEDONA shall arrange at times and places
mutually agreed to for such instruction. SEDONA shall reimburse OSUCFM for the
time and expenses of such OSUCFM personnel as mutually agreed.

3.3 Revisions and/or Enhancements. During the term of this Agreement, OSURF
through OSUCFM will continue to undertake research in digital cartography that
may result in revisions and/or enhancements to DMCP TECHNOLOGY. Such revisions
and/or enhancements, to the extent they occur, will be immediately communicated
to SEDONA and made available to SEDONA at no cost. Any revisions and/or
enhancements of DMCP TECHNOLOGY will be exclusive to SEDONA and will not be made
available to any other non-exclusive sub-licensees, without the express written
consent of SEDONA. SEDONA grants OSURF the right to provide revisions and
enhancements to FEMA (for internal use) and to OSURF sublicensees in Medical
Imaging, Semiconductor Design, and DNA Mapping applications under section 2.1
(i) and (ii).

3.4 Technical Assistance. OSURF shall cause OSUCFM to provide knowledgeable
personnel to conduct ongoing technical assistance at OSUCFM of at least two
thousand (2000) manhours per year, for each year that annual royalties are paid
by SEDONA. Technical assistance will be accomplished on a task order basis,
according to a mutually defined schedule. and directed by a technical assistance
team determined mutually by OSUCFM and SEDONA.--OSUCFM will document in
quarterly and annual reports. all technical goals. plans and accomplishments.
Any new technology, not previously owned by OSUCFM but developed by OSUCFM under
SEDONA task orders will be owned by SEDONA.

ARTICLE IV - ROYALTIES

4.1 Initial Royalty. SEDONA shall pay OSURF or cause OSURF to be paid one
hundred twenty thousand U.S. dollars ($120,000) on July 1, 1996. SEDONA shall
pay OSURF or cause OSURF to be paid one hundred thousand U.S. dollars ($100,000)
on January 2, 1997.

4.2 Ongoing Royalty. SEDONA shall pay OSURF or cause OSURF to be paid one
hundred ten thousand U.S. dollars ($110,000) on July 1, 1997 and one hundred ten
thousand U.S. dollars ($110,000) on January 2, 1998 and one hundred ten thousand
U.S. dollars ($110,000) bi-annually thereafter through January 2, 2002 for total
Ongoing Royalty payments through July 1, 2002 of one million one hundred
thousand U.S. dollars


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<PAGE>


                                  CONFIDENTIAL


($1,100,000). The total of the Initial Royalty payment plus the Ongoing Royalty
payments shall be one million three hundred twenty thousand U.S. dollars
($1,320,000).

ARTICLE V - ENFORCEMENT

5.1 Notice of infringement. SEDONA will notify OSURF if it has reason to believe
that others are infringing OSURF's intellectual property rights in DMCP
TECHNOLOGY or LICENSED INTELLECTUAL PROPERTY RIGHTS, but OSURF assumes no
obligation to abate such infringement.

5.2 Right to Pursue infringers. OSURF hereby grants to SEDONA the right to sue
infringers of DMCP TECHNOLOGY and/or LICENSED INTELLECTUAL PROPERTY. SEDONA
shall bear all costs of such suits and OSURF shall, at the request of SEDONA,
join in such suits and cooperate in suits. SEDONA shall bear the costs incurred
by OSURF for joining and cooperating in such suits. Nothing in this Agreement
obligates SEDONA or OSURF to bring a suit for infringement or misappropriation.


ARTICLE VI - FORCE MAJEURE

6.1. Force Majeure. Neither party shall incur any liability, consequential or
otherwise, for any delay in performance or failure to perform its obligations
under this Agreement, due to acts of God or public enemies, acts of other
parties, requests or regulations of civil or military authority, labor disputes,
accidents at the factory, lockouts, fire, riots, war or other outbreaks or
hostilities, embargoes, inability to obtain shipping or raw material, delays of
carriers or suppliers, machinery breakdowns, epidemics, floods. unusually severe
weather, shortage of power or fuel, or any other causes whatsoever beyond the
reasonable control of the party in question.

ARTICLE VII - DURATION AND TERMINATION

7.1 Duration. This Agreement is effective as of the date given above through
December 31, 2006. This section shall survive the normal termination of this
Agreement.

7.2 Termination. Notwithstanding any other provisions of this Agreement, SEDONA,
at its option, may terminate this Agreement upon six (6) months prior written
notice to OSURF. Upon termination of this Agreement by SEDONA, SEDONA
relinquishes all rights to make, have made, to reproduce, prepare derivative
works based on, display, perform, use, sell and/or lease LICENSED PRODUCTS
and/or LICENSED SERVICES, either directly or through sublicensees. OSURF may
similarly terminate this Agreement should SEDONA fail to comply with or to
perform when due any of its payments or other material obligations under this
Agreement (including Sections 2.3, 4.1, 4.2, 5.1, 9.5, 9.6 and 9.7), and should
such failure not be cured within sixty (60) days of written notice of such
breach having been given by OSURF. Any termination pursuant to this Article 7.2
shall be in addition to, and not in place of, a party's other rights or remedies
which were


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<PAGE>


                                  CONFIDENTIAL


in existence prior to such termination. In the event of termination by OSURF,
this agreement shall inure to Sedona to allow a non-exclusive right to use the
DMCP TECHNOLOGY (except in the Medical Imaging, Semiconductor Design, and DNA
Mapping applications) if payments made to OSURF under this agreement total at
least $320,000, otherwise all SEDONA's rights in DMCP TECHNOLOGY revert to
OSURF.

ARTICLE VIII - EXPORT CONTROLS

8.1 Export Controls. It is understood that OSURF is subject to United States
laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the Arms Export
Control Act, as amended and the Export Administration Act of 1979), and that its
obligations hereunder are contingent on compliance with applicable United States
export laws and regulations. The transfer of certain technical data and
commodities may require a license from the cognizant agency of the United States
Government and/or written assurances by SEDONA that SEDONA shall not export data
or commodities to certain foreign countries without prior approval of such
agency. OSURF neither represents that a license shall not be required nor that
if required. it shall be issued.

ARTICLE IX - MISCELLANEOUS

9.1 Non-Waiver. The waiver by either party of a breach of any provision of this
Agreement shall not be deemed to effect or imply a waiver of any other breach of
such provision or a waiver of the provision itself.

9.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the substantive and procedural laws of the State of Ohio.

9.3 Assignment. This Agreement shall inure to the benefit of and be binding upon
each of the parties and their successors and assigns. This Agreement is not
assignable without the expressed written consent of the other party and any
attempt to assign without such written consent is void.

9.4 Notices. Any notice. request. report or payment which may or must be given
under this Agreement shall be in writing and sent to the other party at its
address indicated below or to such other address as the addressee shall have
theretofore furnished in writing to the addresser.

IF TO OSURF:

Office of Technology Transfer
The Ohio State University Research Foundation
1960 Kenny Road
Columbus, OH 43210-1063
ATTN: Director


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<PAGE>


                                  CONFIDENTIAL


with a copy to:

Center for Mapping
The Ohio State University
1216 Kinnear Road
Columbus, OH 43212
ATTN: Director

IF TO SEDONA

SEDONA GeoServices, Inc.
700 Abbott Drive
Broomall, PA 19008-4373
ATTN: Mr. William Hubbard
      Executive V.P.


9.5 Indemnification. SEDONA agrees to indemnify, hold harmless and defend OSURF,
its officers, employees, and agents, against any and all claims, suits, losses,
damage, costs, fees, and expenses resulting from or arising out of SEDONA's or
sublicensee's use of DMCP TECHNOLOGY and/or LICENSED INTELLECTUAL PROPERTY in
connection with this license.

9.6 Marking. SEDONA agrees that any material subject to an OSURF copyright and
constituting all or part of a LICENSED PRODUCT produced or distributed under
this Agreement, shall bear a copyright notice in the name of The Ohio State
University Research Foundation and that any LICENSED PRODUCT covered by an OSURF
patent or patent application, if any, may be marked with the number or such
patent or the legend "patent pending", respectively.

9.7 Use of Name. SEDONA will not otherwise use, or authorize others to use, the
name of OSURF, OSUCFM, or The Ohio State University, or of officers or employees
of any of them, in connection with any commercial promotion accruing to the
benefit of SEDONA or such others under this Agreement except with the prior
written consent of OSURF, but any such consent shall not be deemed to constitute
or imply the consent of any individual to the use of his or her own name.

9.8 Severability. If a court or other lawful authority of competent jurisdiction
declares any provision of this Agreement invalid, illegal or unenforceable, this
Agreement will continue in full force and effect with respect to all other
provisions and Sections and all rights and remedies accrued under such other
provisions and Sections will survive any such declaration.

9.9 Entire Agreement. The terms and provisions contained in this Agreement
constitute the entire Agreement between the parties with respect to the subject
matter hereof


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<PAGE>


integrating all previous communications, representations, agreements or
understanding, either oral or written between the parties hereto, insofar as
they might be asserted to vary the terms and provisions hereof, and no agreement
or understanding varying or extending this Agreement will be binding upon either
party hereto unless such agreement or understanding is in writing and
specifically refers to this Agreement, is signed by duly authorized or
representatives of the respective parties, and the provisions of this Agreement
not specifically amended thereby shall remain in full force and effect according
to their terms.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to
execute this Agreement, on the dates below indicated.


FOR SEDONA:                                 FOR OSURF:

By: /s/ [CLIENT SUPPLY]                     By: /s/ [CLIENT SUPPLY]
    ------------------------------              -------------------------------
Title: Executive Vice President             Title: Director Tech Transfer
       ---------------------------                 ----------------------------
Date: 6/24/96                               Date: 6/24/96
      ----------------------------                -----------------------------


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<PAGE>


                                                                  June 24, 1996

                                  CONFIDENTIAL

                           License Agreement between
               The Ohio State University Research Foundation and
                            Sedona GeoServices, Inc.

                                   Appendix A

Subject: Description of DMCP TECHNOLOGY.


                      GISOM CURRENT CONVERSION METHODOLOGY

                    --------         -------          --------
                    Scanning         Warping          Plotting
                    --------         -------          --------

                                     -------         -----------
                                      QC/QA          Vectorizing
                                     -------         Attributing
                                                     -----------

     The following are the specific steps followed by GISOM staff in the
conversion of 7.5-minute quadrangles into DLG-3 files for the State of Ohio. The
graphic package used on the PC-486/MS-DOS platform as well in the UNIX
environment is Intergraph/Bentley's MicroStation Version 5. Time is given in
manhours, and in generally, a single individual is used per task in the GISOM
project.

<TABLE>
<CAPTION>

 Description                 Time per Quad           Program            Computer Platform
of the Process                 (hours)                Name              Operating System
--------------               -------------           -------            -----------------

                                    Scanning
                                    --------
<S>                             <C>              <C>                     <C>
Source material evaluation      0.1-0.3          none                    none

Source material scanning        0.3              SRIF (Intergraph)       Intergraph/UNIX

Creation of empty .DGN file     0.1              GEOUTM                  Intergraph/UNIX or
                                                 (USGS/CFM)              PC-486/MS-DOS

Raster image evaluation         0.1-0.3          BRAS or IRASB           Intergraph/UNIX or
                                                 (Intergraph)            PC-486/MS-DOS


                                     Warping
                                     -------

Warping of.RLE files            1.0-1.3          CFM_WARP (CFM)          Sun/UNIX


                                    Plotting
                                    --------

Plotting of raster and/or       0.25-0.50        CFM_PLOT (CFM)          PC-486/MS-DOS
vector files


                              Automatic Vectorizing
                              ---------------------

Contour raster-to-vector        75-2.0(*)        I/VEC (Intergraph)      Intergraph/UNIX
conversion (no attributes)
</TABLE>


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<PAGE>


<TABLE>
<CAPTION>

                                  CONFIDENTIAL


                            Interactive Vectorizing
                            -----------------------
<S>                             <C>              <C>                     <C>
Heads-up digitizing and         40.0-200.0(**)   RETSAM_PC (CFM)         PC486/MS-DOS
attributing & elevation
tagging


             Internal Consistency, Elevations, and Attribute QC/QA
             -----------------------------------------------------

Conversion of .DGN into         0.1-0.3          DGN_DO                  PC486/MS-DOS
DLG optional                                     (USGS/CFM)

Generation of topology,         1.0-2.5          PROSYS (USGS)           Sun/UNIX
check internal consistency,
contour elevations, and
attributes.

Conversion to .DGN              0.1-0.3          DD_DGN                  PC-486/MS-DOS
                                                 (USGS/CFM)


 Description                 Time per Quad           Program            Computer Platform
of the Process                 (hours)                Name              Operating System
--------------               -------------           -------            -----------------

                                  Visual QC/QA
                                  ------------

Checking of line work for       4.0-40.0(***)    RETSAM_PC(CFM)         PC-486/MS-DOS
positional accuracy, and
completeness

Time Range:                     47.8-247.9

</TABLE>

*    The program CFM_CONTOURS will replace I/VEC. This program automatically
     generates the attribute for each contour (including the elevation value).
**   The use of CFM_CONTOURS will decrease the time in this step by about 40%.
***  The program CFM_VQC will replace the visual QC for hypsography. This will
     decrease the time in this step by about 50%.

<TABLE>
<CAPTION>

                             Software Being Tested
                             ---------------------

 Description                    Completion           Program            Computer Platform
of the Process                     date               Name              Operating System
--------------                  ----------           -------            -----------------
<S>                              <C>               <C>                  <C>
Highly automatic contour         July, 1995        CFM_CONTOURS         Pentium/UNIX Linnux
Vectorizing and attributing
(CFM)

Highly automated Positional      August, 1996      CFM_VQC (CFM)        Sun/UNIX
QC & completeness for
hypsography


                            Software Being Developed
                            ------------------------

Interactive line following       December, 996     CFM_HYD (CFM)        PC-486/MS-DOS
of hydrographic features
</TABLE>


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<PAGE>


                                  CONFIDENTIAL

                                                                  June 24, 1996

                           License Agreement between
               The Ohio State University Research Foundation and
                            Sedona GeoServices, Inc.

                                   Appendix B

Subject: Rights of Others to the DMCP TECHNOLOGY.

1. The U.S. Geological Survey of the Department of Interior and the Federal
Government have certain rights under 37CFR401.14 to use the DMCP TECHNOLOGY for
Government purposes.

2. Five State Government Agencies in addition to the U.S. Geological Survey are
cooperatively funding a raster-to-vector map conversion project. The Ohio
agencies are:

     * The Ohio Environmental Protection Agency
     * The Ohio Department of Transportation
     * The Ohio Department of Natural Resources
     * The Ohio Department of Administrative Services Development
     * The Ohio Department of Development

The project, referred to as "Gathering Information Scanning Ohio Maps (GISOM)",
is to convert the USGS 7.5" quadrangle maps covering the State of Ohio to the
USGS DLG3 standard. The GISOM project, initiated in 1993 and expected to be
completed in 1997, is the primary source of DMCP TECHNOLOGY.


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