<PAGE>

                                                                    Exhibit 10.9


                                  EARTHWATCH
                                 Incorporated

                              Modification One to
                             Distributor Agreement
                        of the 18th day of June, 1996,
                                by and between:


                           NUOVA TELESPAZIO, S.p.A.
                     Via Tiburtina, 965 Rome 00156, Italy

                                      and

                            EarthWatch Incorporated
                  1900 Pike Road Longmont, Colorado USA 80501



         This Modification to the Distributor Agreement (the "Agreement")
         supersedes and replaces the original Distribution Agreement between
         EarthWatch Incorporated (EarthWatch) and Nuova Telespazio S.p.A.
         (TELESPAZIO). It is issued to incorporate provisions to allow the
         distribution of both EarlyBird and QuickBird products and to
         incorporate administrative changes. This modification is entered into
         by the parties as of August 01, 1997.
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                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:39 AM

     1.   Definitions

          1.1.  "Product" or "Products" shall mean both data and services
                grouped into product classes as set forth in Exhibit B.

          1.2.  The "Digital Globe" shall mean the entire collection of
                data products offered for sale by EarthWatch,
                Incorporated. The Digital Globe is organized as a set of
                product CLASSES such as "IMAGES" which in turn include
                various product "GROUPS", such as EarlyBird or QuickBird
                panchromatic imagery, various aerial camera imagery, etc.

          1.3.  "Distribution" is the transfer of a limited, revocable
                license to specific Products from EarthWatch to either a
                Distributor (including Telespazio) or End User; or from a
                Distributor to a Dealer or End User. Any reference to the
                distribution of a Product or distributing the Product in
                this Agreement refers to the transfer of the license to
                use the Product.

          1.4.  A "Virtual Ground Station Link" shall mean the
                EarthWatch, "Distributor" or Customer-supplied physical
                link (e.g., VSAT or other) which enables communication
                between a Customer or Remote Archive and the EarthWatch
                Master Archive located at EarthWatch Headquarters in
                Colorado.

          1.5.  "Value Added Products" shall mean products intended for
                resale which combine or incorporate: EarthWatch imagery or
                EarthWatch Products with, additional technology, imagery
                or image processing sufficient to give such Value-Added
                Products benefits or features not available in the
                original Products. EarthWatch retains the right to make
                the sole determination of what constitutes Value Added
                Products.


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                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:39 AM


     2.    Appointment; Territory; Products.

     Subject to all the terms and conditions of this Agreement, and in
     consideration of the additional purchase of $6,000,000.00 US Dollars in
     EarthWatch Series D common stock per the new Stock Purchase Agreement
     between TELESPAZIO and EarthWatch, dated the 01 day of August, 1997;

           2.1. EarthWatch hereby appoints TELESPAZIO as the Master Distributor
                responsible for all accounts ("Exclusive Accounts") within the
                territories set forth in Exhibit A paragraph 1 "Exclusive
                Product Sales and Distribution Territory." Consistent with the
                rights of a Master Distributor, TELESPAZIO shall have the right
                to establish a network of Master Resellers, Resellers, and
                Value-Added Resellers within the assigned territory. TELESPAZIO
                is also appointed as a nonexclusive Distributor of the Products
                to those specific entities set forth in Exhibit A paragraph 2.1.
                In the event that an exclusive Distributor is so assigned to
                those customer account or jurisdiction areas identified in
                Exhibit A, paragraph 2.1, EarthWatch and TELESPAZIO will make
                reasonable best efforts to secure dealer distribution rights
                for TELESPAZIO in conjunction with the new regional
                Distributor. TELESPAZIO hereby acknowledges that EarthWatch has
                exclusively assigned certain territories to other distributors.

           2.2. EarthWatch agrees to advise TELESPAZIO on a regular basis of
                all exclusive customer account or jurisdiction assignments to
                other Distributors. If TELESPAZIO receives any order from a
                prospective purchaser located in the territory assigned to
                another Distributor and of which assignment TELESPAZIO has been
                advised by EarthWatch, TELESPAZIO shall not accept any such
                orders and shall immediately refer them to EarthWatch.
                Likewise, EarthWatch and other distributors will not accept any
                order within the TELESPAZIO territory and will immediately
                refer such orders to TELESPAZIO.

           2.3. As a Master Distributor, TELESPAZIO is entitled to the option
                of purchasing from EarthWatch a Digital Globe Local Archive
                System (DG-LAS) and operating it for the benefit of customers
                and distribution partners within the territory. Specific system
                configuration, license rights and obligations, and purchase
                terms and conditions will be addressed in a separate DG-LAS
                agreement.


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                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:39 AM

     2.4.   TELESPAZIO agrees to coordinate directly with EarthWatch Government
            Operations department when distributing to politically sensitive or
            military End User accounts to ensure that EarthWatch licensing and
            other regulatory requirements are met. In the event that an end-user
            account in TELESPAZIO's exclusive territory requests to work
            directly with EarthWatch due to political or military sensitive
            issues or other circumstances mutually agreed to, Telespazio or
            EarthWatch shall notify the other immediately and agree to negotiate
            for EarthWatch to support the end-user account directly, on a case-
            by-case and non-exclusive basis. TELESPAZIO and EarthWatch also
            agree to negotiate margin sharing for data sales generated from this
            activity on a case-by-case basis. These events are to be considered
            unique and individual and are not to be promoted by EarthWatch
            towards other customers within TELESPAZIO's Territory. Any
            agreements generated as a result of such activities will be held in
            strict confidentiality between EarthWatch, TELESPAZIO, and the end-
            user account. Should there be any dispute on any amounts payable to
            TELESPAZIO as a result of margin sharing, TELESPAZIO shall have the
            right to audit, at TELESPAZIO's expense, EarthWatch's account files
            relevant to the agreement in order to verify the correct amount.

     2.5.   TELESPAZIO shall maintain, and make available to EarthWatch, on an
            as-required basis, the name and address of selected customer
            accounts for EarthWatch products. Strict confidentiality of such
            information shall be maintained consistent with section 13 of this
            Agreement.

     2.6.   In the event that an Italian government agency requests that
            TELESPAZIO make Products available to foreign government accounts as
            part of an official foreign-aid package, TELESPAZIO shall notify as
            soon as reasonable, and coordinate directly with, EarthWatch if such
            accounts are not in TELESPAZIO's assigned Territory. Following this
            coordination, TELESPAZIO shall have the right in any territory not
            previously assigned to an exclusive Distributor to sell to those
            accounts directly or through the Italian government agency, subject
            to applicable laws and the terms of this Agreement. If the aid
            package including Products is targeted to an account that has been
            exclusively assigned to a distributor other than TELESPAZIO,
            EarthWatch agrees to use reasonable commercial efforts to facilitate
            discussions between TELESPAZIO and the other distributor for the
            purposes of assisting TELESPAZIO distribute Products to such
            accounts.

     2.7.   Upon request by TELESPAZIO, EarthWatch will consider extending the
            list of Exclusive Accounts and/or Territory as set forth in Exhibit
            A. The basis for granting any extension will be that TELESPAZIO
            requires the exclusivity in order to carry out a sales and
            distribution plan to the Exclusive Account and/or Territory and
            EarthWatch and TELESPAZIO agree on such plan. Notwithstanding the
            foregoing, EarthWatch may, in its sole discretion, refuse
            TELESPAZIO's request.

     2.8.   No customer of TELESPAZIO, including but not limited to Exclusive
            Accounts and Nonexclusive Accounts, shall have the right to be a
            Master Reseller, Reseller, or Value-added Reseller or otherwise
            redistribute the Products without the expressed written consent of
            EarthWatch. To the extent that EarthWatch consents to any such
            redistribution or Reseller arrangement, TELESPAZIO agrees to bind
            its Resellers (to the extent permitted hereunder) to a Master
            Reseller, Reseller, and/or Value-added Reseller License Agreement
            approved in writing by EarthWatch in substantially the form of
            Exhibit F hereto, in anticipation of any modifications that may be
            required by European Union and/or national regulations in each
            territory and also taking into account the EarthWatch and TELESPAZIO
            respective roles.


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                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

     2.9    In furtherance and not in limitation of the foregoing, EarthWatch
            and TELESPAZIO agree that if a Value-Added Reseller desires to
            purchase Products from TELESPAZIO for resale to customers in the
            form of Value Added Products (i.e., processed imagery) or merely
            bundled together with products derived from the Products (i.e.,
            EarthWatch images and digital map files derived from the imagery),
            TELESPAZIO agrees to notify EarthWatch and EarthWatch and TELESPAZIO
            shall negotiate in advance of the production of such products, an
            appropriate distribution, pricing and margin sharing scheme. If
            necessary or appropriate, such negotiations will also involve the
            Value-Added Reseller. Such value-added products are hereby deemed to
            not be covered by the blanket margin agreement covering the standard
            EarthWatch products produced from the EarlyBird or QuickBird.

3.   Payment and Supply Terms.

     3.1.   Prices payable by TELESPAZIO to EarthWatch are discounted from those
            set forth on the then current EarthWatch Suggested European Price
            List for the products produced from EarlyBird or QuickBird satellite
            imagery and falling within the Standard Product Classes (Exhibit B
            section 1. 1). Other EarthWatch products (non-EarlyBird or non-
            QuickBird) or other third-party products in the Standard Product
            Classes will have separate discount rates associated with each and
            will be made available at the time such products are introduced into
            the EarthWatch product list. EarthWatch shall have the right, in its
            sole discretion, from time to time or at any time to change such
            price list with sixty (60) days written notice. New prices will
            apply to all Products distributed after such notice period.

     3.2.   TELESPAZIO will pay all charges, including without limitation,
            transportation charges and insurance premiums.

     3.3.   TELESPAZIO shall be solely responsible for all customs duties, sale,
            use, excise, value added and other, similar taxes, and all other
            governmental fees and charges applicable to EarthWatch's sale of the
            Products to TELESPAZIO and/or to the importation and distribution of
            the Products within the Territory. This excludes any such taxes,
            fees or charges imposed by the United States and any taxes imposed
            on EarthWatch's income.

     3.4.   In the event that either party's income arising out of this
            Agreement is determined to be subject to unanticipated taxes,
            TELESPAZIO and EarthWatch shall discuss and pursue strategies to
            legitimately minimize such liabilities. Both parties shall agree to
            reasonably use their best efforts to assist the other in this
            process.

     3.5.   Payment shall be paid by bank wire transfer in immediately available
            funds in US dollars and shall be considered paid on the date on
            which TELESPAZIO's bank, or other nominated and authorized financial
            institution, actually executes the fund transfer. Any amount that is
            initially calculated in a currency other than US dollars, by mutual
            agreement in advance, shall be converted to US dollars at the
            closing rate quoted for the purchase of US dollars in New York, New
            York, as quoted in the Wall Street Journal, on the fifth business
            day immediately prior to the date on which such payment is due.


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                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

     3.6.   Terms of payment will be net 30 days from physical invoice receipt.
            EarthWatch will send a facsimile or electronic mail copy of each
            invoice to TELESPAZIO on the date on which it is issued as evidence
            of invoice issuance. Any payment that is not made when due and owing
            shall be subject to a late payment fee equal the lesser of one and a
            half percent (1.5%) per month or the maximum amount permitted by
            applicable law. For purposes of late payment fee assessment, a 15
            day grace period will be allowed following the net 30 day period. No
            part of any amount due hereunder may be reduced due to any
            counterclaim, set-off, adjustment or other right which TELESPAZIO,
            any other party or otherwise might claim.

     3.7.   EarthWatch and TELESPAZIO agree that, within TELESPAZIO's exclusive
            Territory, each end user customer contract for Products as listed in
            Section 1.2, 1.3, and 1.4 of Exhibit B shall be the subject of a
            specific teaming agreement with terms, conditions, responsibilities,
            and profits to be mutually agreed upon for each project. TELESPAZIO
            and EarthWatch shall agree to negotiate such terms, conditions,
            responsibilities, and profits in good faith.

     3.8.   During the term of this Agreement, subject to the other terms and
            conditions of this Agreement, EarthWatch shall maintain the Digital
            Globe archive databases available for access by TELESPAZIO with
            respect to Products ordered from such archives. With respect to any
            Product not contained in an archive, (such as new imagery to be
            taken), subject to the other terms and conditions of this Agreement,
            EarthWatch shall use its reasonable commercial efforts to fill
            TELESPAZIO's orders that have been accepted for such nonarchived
            Products, in-so-far as consistent with EarthWatch's then current
            leadtime schedule, access to supplies on acceptable terms and
            allocation of available products and capacity among other EarthWatch
            Distributors and Resellers. EarthWatch shall acknowledge TELESPAZIO
            orders within two (2) business days of receipt and agree to ship
            products available from the archive within five (5) business days.

     3.9.   The intellectual property rights embodied in the Products are
            licensed for distribution only and not sold. These rights will be
            protected by international copyright law and licensed for use by the
            buyer as an individual according to the terms of the then current
            End User License Agreement. An example of a EULA is in Exhibit G.
            EarthWatch and TELESPAZIO agree to work together to develop a EULA
            for TELESPAZIO's requirements that conforms to European Union and/or
            local national laws. Such EULA will be finalized by mutual written
            agreement only.


<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

4.   TELESPAZIO Covenants and Representations.

     4.1.  Except as expressly and unambiguously provided herein, TELESPAZIO
           represents, warrants and agrees:

           4.1.1.  to provide quarterly status reports to EarthWatch. These
                   reports, delivered in writing or verbally during joint
                   business meetings, shall review and discuss project status,
                   issues, and progress with respect to sales, marketing,
                   distribution, and technical considerations.

           4.1.2.  to complete a study of it's Territory of sales potentials for
                   existing and potential EarthWatch products and services.
                   TELESPAZIO will provide a complete summary of the market
                   survey results to EarthWatch.

           4.1.3.  to provide EarthWatch with yearly (calendar year, by quarter)
                   detailed sales revenue forecasts (based on revenues to
                   EarthWatch). Sales forecasts are to be delivered by 31
                   January during the term of this agreement. Forecasts will be
                   reviewed jointly by TELESPAZIO and EarthWatch and target
                   goals mutually agreed to.

           4.1.4.  to use commercially reasonable efforts to substantially
                   implement the Sales and Distribution Operations Concept set
                   forth in Exhibit E hereto.

           4.1.5.  not to (i) disassemble, decompile or otherwise reverse
                   engineer the Products or otherwise attempt to learn the
                   source code, structure, algorithms or ideas underlying the
                   Products, (ii) rent, lease or otherwise provide temporary
                   access to a Product, (iii) take any action contrary to
                   EarthWatch's end-user license agreement except as expressly
                   and unambiguously allowed under this Agreement or (iv) copy
                   or modify the Products or (v) allow others to do any of the
                   foregoing.

           4.1.6.  to use its best efforts to successfully market (including,
                   without limitation, inclusion of the Products in TELESPAZIO's
                   catalogs and other promotional materials), distribute and
                   support (including installation, training and other support)
                   the Products on a continuing basis and to comply with good
                   business practices and all laws and regulations relevant to
                   this Agreement or the subject matter hereof. In its
                   distribution efforts, TELESPAZIO will use the then-current
                   names used by EarthWatch for the Products (but will not
                   represent or imply that it is EarthWatch); provided that
                   advertisements and promotional plans and materials shall be
                   subject to EarthWatch's approval, which approval shall not be
                   unreasonably withheld, and shall conform with EarthWatch's
                   standard advertising policies and usage guidelines for
                   copyrights, trademarks, and logos as specified by EarthWatch
                   and, provided further, that no other right to use any name or
                   designation is granted by this Agreement.

           4.1.7.  to inform EarthWatch of any problems encountered with the
                   Products and any resolutions arrived at for those problems,
                   and to communicate promptly to EarthWatch modifications,
                   design changes or improvements of the Products suggested by
                   any Reseller, customer, employee or agent. TELESPAZIO will
                   also promptly notify EarthWatch of any infringement of any
                   trademarks or other proprietary rights relating to the
                   Products of which it is aware.

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                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

           4.1.8.  to comply with all export laws and restrictions and
                   regulations of the Department of Commerce or other United
                   States or foreign agencies or authorities, and not to export,
                   or allow the export or re-export of any Product or any direct
                   product thereof in violation of any such restrictions, laws
                   or regulations. EarthWatch shall assist TELESPAZIO in
                   ascertaining the nature and extent of any such relevant US
                   law or regulation.

5.   EarthWatch Covenants and Representations.

     5.1.  Except as expressly and unambiguously provided herein, EarthWatch
           represents, warrants and agrees:

           5.1.1.  to use commercially reasonable efforts to substantially
                   implement the satellite operations concept set forth in
                   Exhibit D hereto.

           5.1.2.  to use commercially reasonable efforts to substantially
                   fulfill its obligations defined in the sales and distribution
                   concept set forth in Exhibit E hereto.

           5.1.3.  to use commercially reasonable efforts to provide, operate,
                   and maintain the following:

                   5.1.3.1.  a remote sensing satellite system and ground data
                             receiving infrastructure.

                   5.1.3.2.  physical product Distribution facilities, networks,
                             and related support staff as required.

                   5.1.3.3.  system integration personnel and technical
                             capabilities for installation and maintenance of
                             data processing and archive facilities which will
                             be made available to select customers and
                             Distributors.

                   5.1.3.4.  image data production and value-added product
                             capabilities as consistent with EarthWatch's
                             business plan.

           5.1.4.  to provide quarterly status reports to TELESPAZIO. These
                   reports, delivered in writing or verbally during joint
                   business meetings, shall review and discuss project, product,
                   and satellite status, issues, and progress with respect to
                   sales, marketing, distribution, and technical considerations.

           5.1.5.  to make available an initial 250 sets of basic marketing
                   materials to TELESPAZIO, and an additional 5 sets of basic
                   marketing materials for each reseller assigned by TELESPAZIO,
                   and to allow TELESPAZIO to make requests for additional
                   materials available at EarthWatch's costs for manufacturing
                   and providing the requested material.

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                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

6.   Warranty; Disclaimer; Indemnity.

     6.1.  EarthWatch warrants only to TELESPAZIO that the Products, when
           shipped or made available to TELESPAZIO by EarthWatch, will
           materially conform to the applicable written specifications for such
           Product, as then in effect. This foregoing warranty covers only
           problems reported to EarthWatch within ninety (90) days of delivery
           of such Product to TELESPAZIO. TELESPAZIO will handle and be
           responsible for all warranty returns from its direct and indirect
           customers. Products obtained from EarthWatch which do not comply with
           the warranty during the aforementioned warranty period and are
           returned (by TELESPAZIO only) to EarthWatch within one hundred and
           twenty (120) days of delivery of such Product to TELESPAZIO will be
           repaired or replaced at EarthWatch's option, provided TELESPAZIO
           bears the cost of freight and insurance to the point of repair.
           EarthWatch will bear the cost of freight and insurance for return of
           repaired or replaced goods to TELESPAZIO. If EarthWatch cannot, or
           determines that it is not practical to, repair or replace the
           returned Product, the price therefore paid by TELESPAZIO will be
           refunded. EXCEPT AS SET FORTH ABOVE IN THIS SECTION 6.1, EARTHWATCH
           MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, INCLUDING
           WITHOUT LIMITATION, PRODUCTS THAT ARE RETRIEVED BY TELESPAZIO FROM A
           EARTHWATCH (OR TELESPAZIO) ARCHIVE, ANY OTHER SUBJECT MATTER OF THIS
           AGREEMENT OR ANY SERVICES RENDERED HEREUNDER, AND DISCLAIMS ALL OTHER
           WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
           PARTICULAR PURPOSE. The above warranty does not extend to any Product
           that is modified or altered, is treated with abuse, negligence or
           other improper treatment (including, without limitation, use outside
           the recommended environment). TELESPAZIO's sole remedy with respect
           to any warranty or defect is as stated above.

     6.2.  EarthWatch shall hold TELESPAZIO and its officers, directors, agents
           and employees harmless from liability resulting from (i) third party
           claims against TELESPAZIO where the claim is a result of an unlawful
           action by EarthWatch or its employees; or (ii) a breach by EarthWatch
           of any representation or warranty made by it hereunder; or (iii)
           infringement by the Product of any United States patent issued as of
           the date of delivery of the first copy of the applicable Product or
           any United States copyright, provided EarthWatch is promptly notified
           of any and all threats, claims and proceedings related thereto and
           given reasonable assistance and the opportunity to assume sole
           control over the defense and all negotiations for a settlement or
           compromise; EarthWatch will not be responsible for any settlement it
           does not approve in writing. THE FOREGOING IS IN LIEU OF ANY
           WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The
           foregoing obligation of EarthWatch does not apply with respect to
           Product or portions or components thereof (i) not supplied by
           EarthWatch, (ii) made in whole or in part in accordance to TELESPAZIO
           specifications, (iii) which are modified after shipment by
           EarthWatch, if the alleged infringement relates to such modification,
           (iv) combined with other products, processes or materials where the
           alleged infringement relates to such combination, (v) where
           TELESPAZIO continues allegedly infringing activity after being
           notified thereof or after being informed of modifications that would
           have avoided the alleged infringement, or (vi) where TELESPAZIO's use
           of the Product is incident to an infringement not resulting primarily
           from the Product or is not strictly in accordance with the License.

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                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

      6.3. TELESPAZIO shall hold EarthWatch and its officers, directors, agents
           and employees harmless from liability resulting from (i) third party
           claims against EarthWatch where the claim is a result of an unlawful
           action by TELESPAZIO or its employees; (ii) a breach by TELESPAZIO of
           any representation, warranty or covenant made by it hereunder; or
           (iii) any and all damages, settlements, attorneys' fees and expenses
           related to a claim of infringement or misappropriation excluded from
           EarthWatch's indemnity obligation under Section 6.2 above.

7.   Limited Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
     OTHERWISE, EARTHWATCH WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER
     OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
     LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF
     THE AMOUNTS PAID TO EARTHWATCH HEREUNDER DURING THE TWELVE-MONTH PERIOD
     PRIOR TO DATE ON WHICH THE CAUSE OF ACTION AROSE OR (II) ANY INCIDENTAL OR
     CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR (III) COST OF
     PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. EARTHWATCH SHALL
     HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS
     REASONABLE CONTROL.

8.   Relationship of Parties

     8.1.  The parties hereto expressly understand and agree that TELESPAZIO is
           an independent contractor in the performance of each and every part
           of this Agreement, is solely responsible for all of its employees and
           agents and its labor costs and expenses arising in connection
           therewith and is responsible for and will indemnify EarthWatch from
           any and all claims, liabilities, damages, debts, settlements, costs,
           attorneys' fees, expenses and liabilities of any type whatsoever that
           may arise on account of TELESPAZIO's activities, or those of its
           employees or agents (including, without limitation, Resellers),
           including without limitation, providing unauthorized representations
           or warranties (or failing to disclose all warranties and liabilities
           on behalf of EarthWatch) to its customers or breaching any term,
           representation or warranty of this Agreement. EarthWatch is in no
           manner associated with or otherwise connected with the actual
           performance of this Agreement on the part of TELESPAZIO, nor with
           TELESPAZIO's employment of other persons or incurring of other
           expenses. Except as expressly provided herein, EarthWatch shall have
           no right to exercise any control whatsoever over the activities or
           operations of TELESPAZIO.

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                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

9.   Assignment

     9.1.   This Agreement and the rights hereunder are not transferable or
            assignable without the prior written consent of the parties hereto,
            except for rights to payment and except to a person or entity who
            acquires all or substantially all of the assets or business of a
            party, whether by sale, merger or otherwise. In the event TELESPAZIO
            desires to transfer or assign this Agreement to a majority
            controlled company or affiliate, the prior written consent of
            EarthWatch shall not be unreasonably withheld.

10.  Term

     10.1.  Unless terminated earlier as provided herein, this Agreement shall
            have a term extending from the date of contract signature until the
            later of i) the fourth (4th) anniversary of the date of EarthWatch's
            first successful launch of the EarlyBird satellite or ii) the fourth
            (4th) anniversary of the date of EarthWatch's first successful
            launch of the QuickBird satellite. A successful launch is defined as
            occurring when the satellite is able to provide commercially salable
            images .

     10.2.  In the event that the U.S. Government suspends the acquisition
            and/or distribution of data from the EarthWatch satellites covered
            by this Agreement, then EarthWatch agrees to negotiate with
            TELESPAZIO an extension of the term of this contract.

     10.3.  In the event of the failure of an EarthWatch satellite covered by
            this Agreement during the first two (2) years after its successful
            launch, preventing the acquisition of images, then EarthWatch agrees
            to negotiate with TELESPAZIO an extension of the term of this
            contract.

     10.4.  Beginning at the end of the second complete calendar year following
            EarthWatch's first successful launch of the EarlyBird satellite,
            EarthWatch and TELESPAZIO agree to conduct a yearly sales
            performance review (based on revenues to EarthWatch) in conjunction
            with the supply of TELESPAZIO's yearly sales forecast, and based on
            TELESPAZIO's yearly sales forecasts for the preceding calendar year
            (section 4 paragraph 4.1.3). If a satisfactory Final Performance
            Review (as defined in section 11 paragraph 11.1.4) is achieved
            during the review twelve (12) months prior to the end of the
            contract term, then this Agreement shall extend for an additional
            four (4) year period unless TELESPAZIO shall notify EarthWatch in
            writing at least one (1) year prior to termination of its intention
            not to renew.

     10.5.  If the parties continue to do business with each other after such
            termination, the relevant terms hereof will continue to govern the
            relationship unless otherwise expressly agreed in writing and except
            that the relationship may be terminated unilaterally by either party
            merely by ceasing to do business with the other. TELESPAZIO
            understands that after the date specified above or earlier
            termination, neither it nor any Resellers shall have any right
            whatsoever to continue as a Reseller regardless of any undocumented
            continuation of the relationship with EarthWatch or be entitled to
            any compensation in connection with such termination.
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                                                        DISTRIBUTION AGREEMENT
                                                                8/1/97 8:48 AM

11.  Termination.

     11.1.  This Agreement may be terminated by either party for cause
            immediately by written notice upon the occurrence of any of the
            following events:

            11.1.1.  If the other ceases to do business, or otherwise terminates
                     its business operations or becomes insolvent or seeks
                     protection under any bankruptcy, receivership, trust deed,
                     creditors arrangement, composition or comparable
                     proceeding, or if any such proceeding is instituted against
                     the other (and not dismissed within 90 days); or

            11.1.2.  If the other shall fail to promptly secure or renew any
                     license, registration, permit, authorization or approval
                     for the conduct of its business in the manner contemplated
                     by this Agreement or if any such license, registration,
                     permit, authorization or approval is revoked or suspended
                     and not reinstated within 30 days; or

            11.1.3.  If the other materially breaches any material provision of
                     this Agreement and fails to fully cure such breach within
                     30 days of written notice describing the breach.

            11.1.4.  If TELESPAZIO does not perform it's obligation with respect
                     to a minimum sales quota, EarthWatch has the right to
                     terminate this Agreement with twelve (12) months advance
                     notice prior to the end of the initial contract term.
                     Minimum sales quota for the Final Performance Review is
                     defined as 80% of the TELESPAZIO sales forecast (based on
                     revenues to EW) for the preceding calendar year according
                     to the sales forecasts provided by TELESPAZIO and agreed to
                     by EarthWatch. In consideration for EarthWatch's provision
                     of twelve (12) months advance notice, TELESPAZIO hereby
                     forever waives all rights to severance or other termination
                     provisions which may be available under applicable law.

     11.2.  EarthWatch shall have the option to terminate the Agreement and
            TELESPAZIO's distribution license upon TELESPAZIO's failure to
            properly conform to the requirements of EarthWatch's various
            operating licenses and export regulations, details of which will be
            provided to TELESPAZIO by EarthWatch.

     11.3.  TELESPAZIO shall have the option to terminate this Distribution
            Agreement upon occurrence of any of the following conditions:

            11.3.1.  Loss of EarthWatch's operating license; or

            11.3.2.  Loss of permission for EarthWatch to export imagery data to
                     the Territory; or

            11.3.3.  Failure of the first EarthWatch satellite to meet nominal
                     mission performance specifications.

            11.3.4.  EarthWatch is unable to achieve a successful EarlyBird
                     launch by December 30, 1997.


<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:39 AM

     11.4.  Each party understands that the rights of termination hereunder are
            absolute. Neither party shall incur any liability whatsoever for any
            damage, loss or expenses of any kind suffered or incurred by the
            other (or for any compensation to the other) arising from or
            incident to any termination of this Agreement by such party which
            complies with the terms of the Agreement whether or not such party
            is aware of any such damage, loss or expenses.

     11.5.  In the event of a termination arising solely from a breach of this
            Agreement by TELESPAZIO or a termination event arising under Section
            11.3.1 11.3.2 or 11.3.3 above, EarthWatch may elect to continue or
            terminate any order then pending. In any other case of termination,
            both parties shall comply with their obligations relevant to the
            orders then pending. Furthermore, in the event of a termination
            (except a termination arising solely from a breach of this Agreement
            by EarthWatch), EarthWatch shall have no obligation to TELESPAZIO,
            or its employees or Resellers for compensation or for damages of any
            kind, whether on account of the loss by TELESPAZIO, its employees or
            Resellers of present or prospective sales, investments, compensation
            or goodwill.

12.  TERMINATION IS NOT THE SOLE REMEDY UNDER THIS AGREEMENT AND, WHETHER OR NOT
     TERMINATION IS EFFECTED, ALL OTHER REMEDIES WILL REMAIN AVAILABLE.

13.  Confidentiality.

     13.1.  Each party agrees that all code, inventions, algorithms, know-how
            and ideas and all other business, technical and financial
            information it obtains from the other party are the confidential
            property of the disclosing party ("Proprietary Information"). Except
            as expressly and unambiguously allowed herein, the receiving party
            will hold in confidence and not use or disclose any Proprietary
            Information of the disclosing party and shall similarly bind its
            employees and consultants in writing. Unless otherwise provided by
            law the provisions of this article shall survive the termination of
            this contract for a period of three (3) years. The receiving party
            shall not be obligated under this Section 13 with respect to
            information it can document, including information which:

            13.1.1.  is or has become readily publicly available without
                     restriction through no fault of the receiving party or its
                     employees or agents; or

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

            13.1.3.  was rightfully in the possession of the receiving party
                     without restriction prior to its disclosure by the
                     disclosing party; or

            13.1.4.  was independently developed by employees or consultants of
                     the receiving party without access to such Proprietary
                     Information.


<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

     13.2.  The receiving party shall protect the Proprietary Information by
            using the same degree of care, but no less than a reasonable degree
            of care, to prevent the unauthorized disclosure or use of the
            Proprietary Information as the receiving party uses to protect its
            own confidential information. The parties acknowledge that any
            disclosure or unauthorized use of the Proprietary Information will
            constitute a material breach of this Agreement and cause substantial
            harm to the disclosing party for which damages would not be an
            adequate remedy, and, therefore, in the event of such breach, in
            addition to other available remedies, the disclosing party shall
            have the right to obtain injunctive relief.

14.  General.

     14.1.  Amendment and Waiver - Except as otherwise expressly provided
            herein, any provision of this Agreement may be amended and the
            observance of any provision of this Agreement may be waived (either
            generally or any particular instance and either retroactively or
            prospectively) only with the written consent of the parties.
            However, it is the intention of the parties that this Agreement be
            controlling over additional or different terms of any order,
            confirmation, invoice or similar document, even if accepted in
            writing by both parties, and that waivers and amendments shall be
            effective only if made by non-preprinted agreements clearly
            understood by both parties to be an amendment or waiver.

     14.2.  Force Majeure - If either party is prevented from performing any of
            its duties and obligations hereunder in a timely manner by reason of
            any act of God, strike, labor dispute, flood, public disaster,
            equipment or technical malfunctions or failures, power failures or
            interruptions or any other reason beyond its reasonable control,
            such condition shall be deemed to be a valid excuse for delay or
            interruptions of performance or for nonperformance of any such duty
            or obligation. In the event that a delay or interruption of
            performance continues for a period of 180 days, either party may
            terminate this Agreement upon 60 days notice.

     14.3.  Headings - Headings and captions are for convenience only and are
            not to be used in the interpretation of this Agreement.

     14.4.  Notices - Notices under this Agreement shall be sufficient only if
            personally delivered, delivered by a major commercial rapid delivery
            courier service or mailed by certified or registered mail, return
            receipt requested to a party at its addresses first set forth herein
            or as amended by notice pursuant to this subsection. If not received
            sooner, notice by mail shall be deemed received 5 days after deposit
            in the US mails.

     14.5.  Entire Agreement - This Agreement supersedes all proposals, oral or
            written, all negotiations, conversations, or discussions between or
            among parties relating to the subject matter of this Agreement and
            all past dealing or industry custom.

     14.6.  Exhibits - All exhibits, attachments and schedules referred to in
            this Agreement are attached hereto and incorporated herein by this
            reference.

     14.7.  Severability - If any provision of this Agreement is held by a court
            of competent jurisdiction to be illegal, invalid or unenforceable,
            that provision shall be limited or eliminated to the minimum extent
            necessary so that this Agreement shall otherwise remain in full
            force and effect and enforceable


<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:39 AM

     14.8.  Arbitration - Any claim, dispute or controversy arising out of or in
            connection with or relating to this Agreement or the breach or
            alleged breach thereof shall be submitted by the parties to
            arbitration (which arbitration shall be binding for purposes of this
            Agreement only) in Geneva, Switzerland, in accordance with the then-
            current commercial arbitration rules of the American Arbitration
            Association ("AAA") except as otherwise provided herein. This
            Agreement shall be governed by and construed under the laws of the
            State of Colorado and the United States without regard to conflicts
            of laws provisions thereof and without regard to the United Nations
            Convention on Contracts for the International Sale of Goods. All
            proceedings shall be held in English and a transcribed record
            prepared in English. The parties shall each choose one arbitrator
            with technical expertise in the area of dispute and such two
            arbitrators shall, by mutual agreement, select a third, neutral
            arbitrator. If no arbitrator is appointed by either EarthWatch or
            TELESPAZIO within thirty (30) days of notice of intent to arbitrate,
            the AAA shall make such appointment within thirty (30) days of such
            failure. The judgment rendered by the arbitrators shall include
            costs of arbitration, reasonable attorneys' fees and reasonable
            costs for expert and other witnesses, and judgment on such award may
            be entered in any court having jurisdiction thereof. Nothing in this
            Agreement shall be deemed as preventing either party from seeking
            injunctive relief (or any other provisional remedy) from any court
            having jurisdiction over the parties and the subject matter of the
            dispute as necessary to protect either party's name, proprietary
            information, trade secrets, know-how or any other proprietary
            rights. If the issues in dispute involve scientific or technical
            matters, any arbitrator chosen hereunder shall have educational
            training and/or experience sufficient to demonstrate a reasonable
            level of relevant scientific knowledge. In any action or proceeding
            to enforce rights under this Agreement, the prevailing party shall
            be entitled to recover costs and attorneys' fees.

     14.9.  Basis of Bargain - Each party recognizes and agrees that the
            warranty disclaimers and liability and remedy limitations in this
            Agreement are material bargained for bases of this Agreement and
            that they have been taken into account and reflected in determining
            the consideration to be given by each party under this Agreement and
            in the decision by each party to enter into this Agreement.

15.  Prevailing Law.

     15.1.  All the provisions of this Agreement shall be in compliance with the
            European legislation and regulations.


<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:39 AM

Signed by and on behalf of:

EarthWatch Incorporated                     NUOVA TELESPAZIO S.p.A.


/s/ Douglas Gerull                               /s/ Amedo Natali
---------------------------------           ---------------------------------
Douglas Gerull                              Amedo Natali
President/Chief Operating Officer           General Director


August 01, 1997                             August 8, 1997
---------------------------------           ---------------------------------
Date                                        Date



<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:59 AM

                                   EXHIBIT A

                            DISTRIBUTION TERRITORY


1.   Exclusive Product Sales and Distribution.

     1.1.   The "Territory" includes exclusive Master Distributor rights for:

Italy              Norway                Vatican            Poland
Spain              Denmark               Cyprus             Croatia
France             Finland               Austria            Yugoslavia
Belgium            Turkey                Iceland            Bulgaria
Netherlands        Hungary               Liechtenstein
Germany            Portugal              Slovenia
Switzerland        Greece                Albania
Luxembourg         Montecarlo/Monaco     Czech Republic
United Kingdom     Malta                 Slovak Republic
Ireland            Andorra               Romania
Sweden             S. Marino

     1.2    If another State or Country is created as a result of a change in
            the legal Government over a territory geographically included in
            above list, then the new State or Country so created will be added
            to this list. If the new State or Country so created extends
            TELESPAZIO's geographic territory then EarthWatch and TELESPAZIO
            agree to negotiate the inclusion and exclusivity of the new State or
            Country with respect to its addition to this list.

     1.3    The Territory shall also include exclusive Master Distributor rights
            for Morocco, Algeria, and Tunisia. In the event that EarthWatch
            wishes to assign these countries to another Master Distributor, then
            TELESPAZIO shall have the first right of refusal contingent on
            TELESPAZIO's agreeing to the terms and conditions offered to the
            other Master Distributor for exclusivity in these countries.

2.   Nonexclusive Product Sales and Distribution

     2.1.   The following are assigned to TELESPAZIO as "Nonexclusive Accounts":

            2.1.1.  Regional Centre for Services in Surveying, Mapping and
                    Remote Sensing Nairobi, Kenya

            2.1.2.  Provincial Argentinean Cadastral Direction Offices

            2.1.3.  Provincial Argentinean Ministries of Production

            2.1.4.  The following accounts in Egypt:

                    Arab European Environmental Center

                    University of Cairo

                    University of Alexandria

                                       17
<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:59 AM

                    Ministry of Agriculture

                    Ministry of Public Works

                    Scientific Agency for Middle East

                    Survey Research Institute

                    Mining Authority

                    Institute for Space Science

                    National Park Institute

                    Petroleum Regional Engineering Centre

                    Water Research Institute

                    Ministry of Defense

                    National Remote Sensing Centre

                    ERSS (Environmental and Remote Sensing Service)


            In the event that EarthWatch assigns exclusivity to another
            Distributor, EarthWatch will attempt to ensure that TELESPAZIO can
            continue to work in these accounts as a Reseller or Value-Added
            Reseller of the new Distributor (section 2 paragraph 2.1). In any
            event, EarthWatch will provide written notice to TELESPAZIO of such
            assignment and will allow TELESPAZIO 180 days from the date of such
            notice to exclusively conclude any ongoing projects within these
            named accounts. EarthWatch further agrees to coordinate in advance
            all EarthWatch activities within such accounts with TELESPAZIO.

            2.1.5.  TELESPAZIO shall also have non-exclusive rights to sell into
                    named accounts in all territory currently unassigned by
                    EarthWatch provided that: i) prior to beginning sales
                    activity, TELESPAZIO shall provide the named accounts to
                    EarthWatch along with reasonable justification for
                    TELESPAZIO's sales activity for EarthWatch approval, which
                    approval shall not be unreasonably withheld; and ii)
                    TELESPAZIO shall conform with any existing EarthWatch price
                    list for the territory. EarthWatch will provide TELESPAZIO
                    with a list of all unassigned territories within sixty (60)
                    days of contract signature.

                    In the event that EarthWatch assigns exclusivity of an
                    unassigned territory to another Distributor, EarthWatch will
                    attempt to ensure that TELEPAZIO can continue to work in
                    the named accounts as a Reseller or Value-Added Reseller of
                    the new Distributor (section 2 paragraph 2. 1). In any
                    event, EarthWatch will provide written notice to TELESPAZIO
                    of such assignment and will allow TELESPAZIO 180 days from
                    the date of such notice to exclusively conclude any ongoing
                    projects within the named accounts.

                                       18
<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:59 AM

                                   EXHIBIT B

                              PRODUCT DEFINITIONS

1.   Product Definitions.

     The following list identifies the EarthWatch products covered by this
     Agreement between TELESPAZIO and EarthWatch. This list of products licensed
     to TELESPAZIO for distribution includes Digital Globe products derived from
     both the EarthWatch EarlyBird (3m panchromatic/15m multispectral) satellite
     series and the EarthWatch QuickBird (1m panchromatic/4m multispectral)
     satellite series. EarthWatch reserves the right to change/redefine, add or
     remove products in its official EarthWatch products list at any time. Other
     Digital Globe products will be added to the agreement as they become
     available and terms mutually agreed to by TELESPAZIO and EarthWatch.

     1.1.   STANDARD Product Classes

            IMAGES
            MOSAICS
            ORTHOS
            DEMS
            MAPS
            DATA

     1.2.   SPECIAL Product Classes

            1.2.1.  Should TELESPAZIO perceive SPECIAL product sales
                    opportunities they will be discussed with EarthWatch in
                    advance of any project proposal and EarthWatch and
                    TELESPAZIO agree that each end user customer contract for
                    SPECIAL Products shall be the subject of a specific teaming
                    agreement with terms, conditions, responsibilities, and
                    profits to be mutually agreed upon for each project.
                    Examples of Special Product Classes are Seconds on Orbit,
                    Direct Tasking, and Secret Tasking.

                                       19
<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:59 AM

     1.3.   SYSTEMS Product Classes

            1.3.1.  Should TELESPAZIO perceive SYSTEMS product sales
                    opportunities they will be discussed with EarthWatch in
                    advance of any project proposal and EarthWatch and
                    TELESPAZIO agree that each end user customer contract for
                    SYSTEMS Products shall be the subject of a specific teaming
                    agreement with terms, conditions, responsibilities, and
                    profits to be mutually agreed upon for each project.
                    Examples of Systems Product Classes are Virtual Ground
                    Station Links, Direct Reception Stations, Digital Globe
                    Local Archive Systems, and Image Processing and Analysis
                    Centers.

     1.4.   SERVICES Product Classes

            1.4.1.  Should TELESPAZIO perceive SERVICES product sales
                    opportunities they will be discussed with EarthWatch in
                    advance of any project proposal and EarthWatch and
                    TELESPAZIO agree that each end user customer contract for
                    SERVICES Products shall be the subject of a specific teaming
                    agreement with terms, conditions, responsibilities, and
                    profits to be mutually agreed upon for each project.
                    Examples of Services Product Classes are Systems Design and
                    Engineering, Software Programming, Image Analysis and
                    Production, Consulting, and Training.

                                       20
<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:59 AM

                                   EXHIBIT C

                                    PRICING

1.   Pricing

     1.1.   The European Suggested Retail Price List for each of the standard
            products listed in Exhibit B shall be established by EarthWatch.
            EarthWatch agrees to confer with TELESPAZIO and take into account
            associated Distributor costs and operating margin requirements in
            establishing the European Suggested Retail Price List.
            Notwithstanding anything to the contrary, TELESPAZIO shall have the
            right unilaterally to set, and shall unilaterally set, the prices
            and the currency charged by TELESPAZIO to TELESPAZIO's customers
            for Products without any consultation or agreement whatever with
            EarthWatch. The currency charged by TELESPAZIO shall in no way
            change the Payment and Supply Terms in section 3.1 wherein all
            payments are due in US dollars.

2.   Discounts

     2.1.   EarlyBird Products shall be invoiced to TELESPAZIO at 40% of the
            EarthWatch Suggested European Price as current at the time of order.
            This equates to a discount of 60%.

     2.2.   QuickBird Products shall be invoiced to TELESPAZIO at 60% of the
            EarthWatch Suggested European Price as current at the time of order.
            This equates to a discount of 40%.

            2.2.1   TELESPAZIO shall be eligible, on a yearly basis, for
                    additional, variable discounts on the price of invoiced
                    QuickBird products, as follows. Based on the yearly,
                    agreed-to sales forecast for the coming year (section 4
                    paragraph 4.1.3), a quarterly performance run rate will
                    be established and TELESPAZIO's sales for each quarter will
                    be evaluated against this run-rate target at the end of each
                    quarter. Each quarter will be considered individually, i.e.
                    cumulative yearly performance will not be considered. Based
                    on the following schedule, if TELESPAZIO's quarterly sales
                    performance is higher than forecast, then their discount
                    would be increased for the next quarter. TELESPAZIO would
                    remain at the new discount level until 1) the end of the
                    sales year, or 2) until TELESPAZIO exceeded the quarterly
                    sales forecast again. If the quarterly sales forecast is
                    exceeded again, TELESPAZIO would receive an additional
                    discount on top of the first discount, up to a maximum
                    discount of 50%. At the beginning of each year the discount
                    would reset to 40% and the cycle would start over with a new
                    sales forecast to be agreed upon.

                    Variable Discount Schedule for QuickBird Products
                    Over Quota            Discount Increase
                    10%                   5%
                    20%                   10%

                                       21
<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:59 AM

     2.3.    The discounts of other EarthWatch data products will be established
             by an amendment to this exhibit mutually agreed upon by the parties
             to this agreement.

                                       22
<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:59 AM

                                   EXHIBIT D

                         SATELLITE OPERATIONS CONCEPT

1.   EarthWatch EarlyBird Sensor Characteristics

     1.1.   HI-RES Panchromatic Sensor

     Patch size:    9 sq km
     Frame size:    36 sq km
     Pixel size:    3 meters at nadir
     Camera:        4 megapixel, staring focal plane arrays
     Data size:     4 Mbytes (uncompressed)
     Wavelengths:   Grayscale (8 bits), sampling 445 to 650 nm

     1.2.   HI-RES Multi-Spectral Sensor

     Scene size:    900 sq km
     Pixel size:    15 meters at nadir
     Camera:        4 megapixel (x3 bands), staring focal plane arrays
     Data size:     12 Mbytes (uncompressed)
     Wavelengths:   Green, Red, Near-IR (8 bits)

     1.3.   Sensors have a 28 degree fore-and-aft, and side-to-side pointing
            capability.

2.   EarthWatch QuickBird Sensor Characteristics

     2.1.   HI-RES Panchromatic Sensor

     Scene size:    22 km x 22 km
     Pixel size:    0.82 meters at nadir
     Camera:        pushbroom linear array
     Data size:     1 GB (uncompressed)
     Wavelengths:   Grayscale (11 bits)

     2.2.   HI-RES Multi-Spectral Sensor

     Scene size:    22 km x 22 km
     Pixel size:    3.28 meters at nadir
     Camera:        pushbroom linear array
     Data size:     4 GB (uncompressed)
     Wavelengths:   Blue, Green, Red, Near-IR (11 bits)

     2.3.   Spacecraft has a 30 degree fore-and-aft, and side-to-side pointing
            capability.

3.  Image Data Collection Mode.

     3.1.   All EarthWatch satellites are equipped with on-board solid state
            recorders to allow "store-and-dump" operations.


<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:59 AM

            3.1.1.  As each satellite passes near a groundstation it downlinks
                    stored images and receives new imaging instructions for the
                    next orbit.

4.   Modifications

     4.1.   EarthWatch reserves the right to make modifications to the technical
            specifications of any system component or Product.


<PAGE>

                                                          DISTRIBUTION AGREEMENT
                                                                  8/1/97 7:59 AM

                                   EXHIBIT E

                   SALES AND DISTRIBUTION OPERATIONS CONCEPT

1.   Sales

     1.1.  TELESPAZIO will provide and maintain a direct sales and marketing
           organization and Reseller network(s) (as necessary) who will sell and
           distribute the Products.

     1.2.  Resellers will be qualified by TELESPAZIO and required to operate by
           the terms and conditions of the TELESPAZIO Reseller License
           Agreement(s) substantially the same as the sample Reseller License
           Agreement attached hereto as Exhibit F.

     1.3.  TELESPAZIO will maintain a complete and current list of all Resellers
           and their completed contractual agreements. TELESPAZIO shall make an
           updated Reseller list and the actual contractual agreements between
           TELESPAZIO and the Resellers available to EarthWatch on a regular
           basis.

     1.4.  TELESPAZIO will cooperate fully with EarthWatch in ensuring that all
           aspects of EarthWatch's operating license are observed and not
           compromised in any way by TELESPAZIO Resellers and further attempt to
           conform to EarthWatch standard Master Reseller, Reseller, and Value-
           Added Reseller agreement formats to the maximum extent possible.

     1.5.  TELESPAZIO agrees to maintain a regular training program for sales
           personnel and Resellers relating to the sale of Products. The extent
           of such programs will be according to need and the marketing plan.

     1.6.  EarthWatch agrees to provide TELESPAZIO with priority access to
           EarthWatch imaging services.


2.   Marketing

     2.1.  TELESPAZIO agrees to complete a study of the Territory for the
           Products. TELESPAZIO will provide a complete summary of the market
           survey results to EarthWatch.

     2.2.  The market study shall include development of a specific list of
           marketing materials. EarthWatch and TELESPAZIO will then allocate
           preparation and supply responsibilities as appropriate.

     2.3.  TELESPAZIO agrees to engage in advertising, market promotions,
           seminars and workshops within its markets featuring EarthWatch.

     2.4.  EarthWatch and TELESPAZIO agree to use best efforts to promote and
           maintain recognition of and protect each other's trademarks.


<PAGE>

                                                         DISTRIBUTION AGREEMENT
                                                                 8/1/97 7:59 AM

3.   Order Processing and Distribution

     3.1.  EarthWatch agrees to provide Products directly to TELESPAZIO.
           TELESPAZIO will then deliver the Products to customers within the
           Territory either physically or electronically, through VSAT or other
           types of links, and via the Digital Globe Local Archive System
           (DG-LAS), if existing.

     3.2.  TELESPAZIO agrees to process orders from customers and Resellers and
           make payment to EarthWatch on the basis of Products delivered to
           TELESPAZIO.

     3.3.  As EarthWatch develops electronic distribution networks in support of
           other customer accounts for imaging data and related products that
           overlap into TELESPAZIO sales and distribution territories,
           EarthWatch agrees that they will also be made available to TELESPAZIO
           in support of TELESPAZIO sales and distribution efforts. Any
           electronic distribution network established (such as the INTERNET)
           within the TERRITORY will be considered to be part of the TELESPAZIO
           distribution and will be governed by this Distribution Agreement.

4.   Documentation

     4.1.  TELESPAZIO and EarthWatch will develop detailed flow charts showing
           the nominal distribution networks for sales, order processing, and
           physical product delivery.


<PAGE>

                                  Draft Copy

                                   EXHIBIT F

                         RESELLER LICENSE AGREEMENTS

                           EARTHWATCH, INCORPORATED
                         RESELLER AGREEMENT (Domestic)

     This Reseller Agreement ("Agreement") entered into as of _______________,
19__, between EarthWatch, Incorporated, a Delaware corporation, with its
principal place of business at 1900 Pike Road, Longmont, Colorado 80501
("EarthWatch"), and _______________________ a [specify type of organization]
with its principal place of business at _________________________ ("Reseller"),

                                  WITNESSETH:

     Whereas, EarthWatch is in the business of marketing licenses for the use of
high-resolution satellite imagery, related geographic information products, as
well as a variety of other geographic data products, including the Products (as
hereinafter defined);

     Whereas, Reseller has the facilities, personnel, and technical expertise
necessary to market the Products in the Territory (as hereinafter defined); and

     Whereas, Reseller wishes to obtain, and EarthWatch is willing to grant
Reseller, a limited right to distribute the Products (as hereinafter defined) in
the Territory.

     Now, Therefore, in consideration of these premises, and mutual covenants,
representations and agreements herein contained, EarthWatch and Reseller,
intending to be legally bound, hereby agree as follows:

                                   Article 1

                                  Definitions

     For the purposes of this Agreement, the following terms shall have the
respective meanings indicated below:

     1.1.  "Confidential Proprietary Data." Any information possessed and held
in confidence by and in the control of either Party to this Agreement that may
be valuable to such Party in its business. Confidential Proprietary Data
includes, but is not limited to, information concerning secret processes,
formulas, machines, components, inventions, creations, systems, designs,
materials, computer software, methods, techniques, pending patent applications,
patents, trademarks, copyrights, trade secrets, compositions, improvements,
ideas, specifications, or arts relating to its products and services or to the
production, assembly, testing, marketing, sale, and service of its products and
services, as well as financial projections, financing plans, marketing data and
other business information related to present or prospective business activities
of such Party. Confidential Proprietary Data may also include intellectual
property and the specific application of know how as a whole to specific
projects, products or services. Confidential Proprietary Data includes any and
all documents, records, notebooks, electronic media, drawings, photographs,
charts, written descriptions, samples, compositions, visual demonstrations, oral
disclosures, and other data or information and any other repositories or
representations which may contain any of the previously stated types of
confidential, proprietary information.

     1.2.  "Derivative Works." Works based upon Products, such as a revision,
modification, translation, abridgment, condensation, expansion, or any other
form in which such preexisting works may be recast, transformed, or adapted, and
that, if prepared without authorization of the owner of the copyright in such
preexisting work, would constitute a copyright infringement.

     1.3.  "End User." Any person or entity who obtains the Products solely for
its own internal use.

     1.4.  "End User License Agreement (EULA)." A written agreement containing
the terms, conditions, and obligations of both parties effective at the time of
order under which EarthWatch grants a license to an End User for the limited use
of a Product or Products. A


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copy of the current version is attached hereto as Exhibit B. The EULA will be
revised by EarthWatch as necessary. The Reseller obligations arising from the
EULA will be those in effect at the time of the End User's order.

     1.5.  "Intellectual Property Rights." The intangible legal rights or
interests evidenced by or embodied in (1) any idea, design, concept, technique,
invention, discovery, or improvement, regardless of patentability, but including
patents, patent applications, trade secrets, and know-how; (2) any work of
authorship, regardless of copyrightability, but including copyrights and any
moral rights recognized by law; and (3) any other similar rights, in each case
on a worldwide basis.

     1.6.  "License." The authorization EarthWatch gives under this agreement
and EULA's for use of the Products. Unless expressly stated otherwise, a license
is for a one time use of the products.

     1.7.  "Products." The data and data products of EarthWatch and the data and
data products of third parties licensed to EarthWatch. The specific Products
that EarthWatch shall provide to the Reseller for distribution are described in
Exhibit C attached hereto, as amended from time to time.

     1.8.  "Reseller Agreement." A written agreement containing the terms,
conditions, and obligations of both parties under which EarthWatch grants a
Reseller the right to transfer a license to use EarthWatch Products. This
document is a reseller agreement.

     1.9.  "Subreseller(s)." Any person or entity who is authorized to transfer
a single license to each Product received from Reseller as well use the Product
for its own internal use. Those so authorized (if any) are set forth or
described in Exhibit A attached hereto.

     1.10.  "Territory." The Territory in which a Reseller is authorized to sell
the Products and specifically described in Exhibit D attached hereto.

     1.11.  "Value-Added Activities." Any alteration of the Product(s) to
increase the value or utility of the Product(s) for a customer.

                                   Article 2

                                Grant of Rights

     2.1  License. EarthWatch hereby grants to Reseller, and Reseller hereby
accepts from EarthWatch, a nonexclusive right to transfer a single license for
the use by a single user of the Products delivered by EarthWatch solely to End
Users and Subresellers located in the Territory in accordance with the terms of
this Agreement.

     2.2  Demonstration Activities. EarthWatch hereby grants to Reseller a
limited right to use the Products for the purpose of furthering the goals of
this Agreement and Reseller duties under Article 3 which include marketing,
demonstration, training, and other displays calculated to increase public
awareness of the Products.

     2.3  Reserved Rights. All rights not specifically granted to Reseller
hereunder are reserved by EarthWatch. Except as expressly provided hereunder in
connection with the distribution of the Products, EarthWatch does not convey any
Intellectual Property Rights to Reseller hereunder. EarthWatch expressly
prohibits the making of copies of the Products by Reseller. Making copies of
Derivative Products is also prohibited. EarthWatch reserves the right to
discontinue developing, producing, licensing, or distributing any of the
Products and to modify, replace or add to the Products at its discretion at any
time.


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                                   Article 3

                              Duties of Reseller

     3.1  Distribution of Products. Reseller shall distribute the Products only
to End-Users and Subresellers located within the Territory as specified in
Exhibit D.

     3.2  Minimum Commitments. Minimum revenue commitments (if any) are
described in Exhibit E.

     3.3  Subreseller Support. Reseller shall support its Subresellers with
training, technical support, and other assistance appropriate for the promotion,
marketing, and distribution of the Products including the support described in
the EarthWatch Distribution Handbook. Such support and assistance may include,
without limitation, the specific services described in Exhibit A attached
hereto, which Reseller shall provide to Subresellers. Reseller shall make
available literature and other information that EarthWatch requires to be
transmitted to such Subresellers. Reseller shall call upon each Subreseller with
reasonable frequency and will answer promptly all inquiries or requests for
information relating to the Products. Reseller shall conduct EarthWatch-related
marketing and distribution activities as well as follow-up on leads provided by
EarthWatch in a timely fashion as defined in the EarthWatch Distributor
Handbook.

     3.4  Promotional Efforts. Reseller shall use its best efforts to vigorously
and aggressively market and distribute the Products to End Users and
Subresellers in the Territory. Reseller agrees to conduct EarthWatch-related
marketing and distribution activities as well as follow up on leads provided by
EarthWatch. Reseller may advertise the Products in advertising media of
Reseller's choice, provided that the primary audience or circulation is located
in the Territory. Reseller shall receive an initial supply of EarthWatch
promotional materials upon execution of this Agreement and may purchase
additional promotional materials at prices established quarterly. In all
advertising and promotion of the Products, Reseller shall comply with
EarthWatch's standard advertising policies and usage guidelines for copyrights
and trademarks as specified from time to time in the EarthWatch Distributor
Handbook.

     3.5  Reseller Personnel. Reseller shall train and maintain a sufficient
number of capable technical and distribution personnel so as to be able to
demonstrate and support the Products for End Users and Subresellers.

     3.6  Reseller Annual Reporting, Forecasting & Programming Responsibilities.
Reseller shall develop and submit annual distribution targets by January each
year of this agreement and provide updated revenue forecasts and reports
quarterly. Reseller shall advise EarthWatch promptly concerning any market
information that may come to Reseller's attention respecting EarthWatch, the
Products, EarthWatch's market position, or the continued competitiveness of the
Products in the marketplace, including charges, complaints, or claims by End
Users and Subresellers or other persons about EarthWatch or Products. Reseller
shall confer from time to time, at the request of EarthWatch, on matters
relating to market conditions, revenue forecasting, and product planning.
Reseller shall develop and present to EarthWatch annually an advertising
program, a media program, a public relations program, and an events program.
Such programs are subject to acceptance and approval by EarthWatch.

     3.7  License Transfer Agreement Responsibilities. Reseller is responsible
for preserving the rights and confining the obligations of EarthWatch in
accordance with the then current EULA (Exhibit B contains a EULA current at the
time of this Agreement) and in this Reseller Agreement, and shall require all
its End Users and Subresellers to agree to abide by such terms prior to
delivering any Products. Additionally, Reseller shall ensure that its
Subresellers require all their End Users to abide by such terms prior to
delivering any Products to the Subreseller for transfer of license to an End
User. EarthWatch reserves the right to audit that these actions are carried out
by the Reseller. This does not in any way

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require the use of EarthWatch forms. The rights that are to be preserved
include, but are not limited to, intellectual property rights that are reserved
to EarthWatch. The obligations that are to be confined include, but are not
limited to, the limited warranty and disclaimer of warranty as specified in
Section 6 of the then current EULA.

     3.8  Distribution Information. Reseller shall submit the names, addresses
and telephone numbers of Subresellers, and End Users at the time of order
placement.

     3.9  Failure to Fulfill Duties. In the event that Reseller does not fulfill
the obligations enumerated in this section specifically, or in the entire
Agreement, EarthWatch shall have the right to terminate this Agreement in whole
or in part in accordance with Article 9. In the event that Reseller does not
meet the Minimum Revenue Requirements identified in Exhibit E for the previous
year, EarthWatch, in lieu of termination, can increase the cost of the Products
to Reseller by reducing the Reseller Price Discount granted Reseller through the
remaining life of the Agreement.

                                   Article 4

                        Prices, Discounts, and Payment

     4.1  Suggested List Prices. EarthWatch shall periodically publish the
EarthWatch product guide containing a suggested price schedule for the Products.
EarthWatch may change the suggested list prices of any Products with sixty (60)
days prior written notice to Resellers.

     4.2  Prices to Reseller. The price payable by Reseller for each Product
shall be the applicable suggested list price of such Product less the discount
specified in Exhibit C for such Product at the time of order. EarthWatch may,
upon sixty (60) days prior written notice to Reseller, change the discount for
any or all Products not yet ordered.

     4.3  Taxes. Prices to Reseller do not include taxes of any nature. Reseller
shall pay those taxes invoiced by EarthWatch or will supply appropriate tax
exemption certificates in a form satisfactory to EarthWatch. All other taxes
remain the responsibility of Reseller.

     4.4  Payment. Reseller shall pay for Products in U.S. dollars within thirty
(30) days after the date of EarthWatch's invoice or on such terms as may be
otherwise specified in EarthWatch's invoice. EarthWatch reserves the right, upon
written notice to Reseller, to declare all sums immediately due and payable in
the event of a breach by Reseller of any of its obligations to EarthWatch,
including the failure of Reseller to comply with credit terms and limitations.
Furthermore, EarthWatch reserves the right to vary, change, or limit the amount
or duration of credit to be allowed to Reseller, either generally or with
respect to a particular order.

     4.5  Interest. Interest shall accrue on any delinquent amounts owed by
Reseller for the Products at the rate of 1.5 percent per month, or the maximum
rate permitted by applicable law, whichever is less.

     4.6  Reseller Financial Condition. Reseller must submit credit and
financial information as requested for credit check at the time of initial
registration process with EarthWatch. Reseller represents and warrants that it
is and at all times during the term of this Agreement shall remain in good
financial condition, solvent, and able to pay its bills when due. Reseller shall
maintain and employ in connection with Reseller's business under this Agreement
such working capital and net worth as may be required in the reasonable opinion
of EarthWatch to enable Reseller to carry out and perform all of Reseller's
obligations and responsibilities under this Agreement. Reseller shall have the
obligation to inform EarthWatch upon any material changes to Reseller's
financial condition. From time to time, on reasonable notice by EarthWatch,
Reseller shall furnish credit information including but not limited to financial
reports as necessary to determine Reseller's current financial condition.
EarthWatch shall have the right to change its financial requirements at any
time.


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                                   Article 5

                     Shipment, Risk of Loss, and Delivery

     5.1  Shipment. EarthWatch shall deliver by either shipment or via
electronic transfer, F.O.B. EarthWatch's point of shipment. Delivery shall be
made to Reseller's identified facilities or forwarded to any location designated
by the Reseller. Unless specified in Reseller's order, EarthWatch shall select
the method of shipment and the carrier. Reseller shall be responsible for and
shall pay all shipping, freight, and insurance charges. EarthWatch may require
Reseller to pay such charges in advance.

     5.2  Risk of Loss. All risk of loss or damage for any Product shall pass to
Reseller at the F.O.B. point, EarthWatch (including via electronic transfer).

     5.3  Partial Delivery. Unless Reseller clearly advises EarthWatch to the
contrary in writing, EarthWatch may make partial shipments of Reseller's orders,
to be separately invoiced and paid for when due. Delay in delivery of any
installment shall not relieve Reseller of its obligation to accept the remaining
deliveries.

                                   Article 6

                                   Warranty

     6.1  Limitation and Disclaimer of Warranty.

          6.1.1  ALL CLAIMS AND REMEDIES ARE LIMITED IN THE MANNER EXPRESSLY
PROVIDED IN THIS AGREEMENT. IN THE EVENT THAT THE DATA DELIVERED IS NOT THE DATA
WHICH WAS ORDERED OR THE MEDIA ITSELF, AS OPPOSED TO THE SOFTWARE OR DATA
ENCODED THEREON, IS DEFECTIVE AND RESELLER RETURNS THE DEFECTIVE MEDIA WITHIN
THIRTY (30) DAYS OF RECEIPT FROM THE END USER OR FROM EARTHWATCH, EARTHWATCH'S
SOLE LIABILITY AND EXCLUSIVE REMEDY OF RESELLER SHALL BE TO REPLACE ANY
DEFECTIVE PRODUCT THAT IS RETURNED TO EARTHWATCH'S POINT OF SHIPMENT OR, AT
EARTHWATCH'S SOLE DISCRETION, REFUND THE LICENSE FEE FOR THE DEFECTIVE PRODUCT
PREVIOUSLY RECEIVED BY EARTHWATCH.

          6.1.2  THIS IS THE ONLY WARRANTY PROVIDED. WITH THE EXCEPTION OF THE
PRECEDING WARRANTY, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE
EXPRESSLY EXCLUDED. EARTHWATCH DOES NOT WARRANT THAT THE PRODUCTS WILL MEET THE
RESELLER'S OR USER'S NEEDS OR EXPECTATIONS OR THAT OPERATIONS OF THE PRODUCTS
WILL BE ERROR FREE OR UNINTERRUPTED. EARTHWATCH DOES NOT WARRANT AS TO THE
ACCURACY, RELIABILITY OR COMPLETENESS OF ANY DATA DELIVERED WITH OR AS A RESULT
OF THE USE OF THE PRODUCT. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY
EARTHWATCH OR ANY OF ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY
WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND USER IS NOT ENTITLED TO
RELY ON ANY SUCH ADVICE OR INFORMATION.

          6.1.3  IN NO EVENT SHALL EARTHWATCH BE LIABLE FOR ANY CLAIM OR LOSS
INCURRED BY RESELLER OR USER (INCLUDING WITHOUT


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LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, OR OTHER DAMAGES RESULTING FROM THE USE OR INABILITY TO USE
PRODUCTS) IRRESPECTIVE OF WHETHER EARTHWATCH HAS BEEN INFORMED, KNEW, OR SHOULD
HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL
CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF
CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER
TORTS. IF EARTHWATCH'S LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL
FOR ANY REASON BE HELD UNENFORCEABLE OR INAPPLICABLE, RESELLER AND USER AGREE
THAT EARTHWATCH'S LIABILITY SHALL NOT EXCEED THE LICENSE FEES PAID BY USER TO
EARTHWATCH WITH RESPECT TO THE PRODUCTS AT ISSUE.

          6.1.4  IN NO EVENT SHALL EARTHWATCH BE LIABLE TO RESELLER, SUBRESELLER
OR END USER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, COSTS
OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES
ARISING FROM ANY SOURCE.

     6.2  Responsibilities of Reseller for Warranty

          6.2.5  All products to End Users are warranted as provided in the EULA
(example in Exhibit B) current at the time of order, the applicable provisions
of which are made a part hereof by reference.

          6.2.6  Reseller is responsible for receiving and honoring all
replacement requests from its Subresellers or End Users only according to the
applicable EULA or Reseller agreement warranty terms. Reseller shall instruct
all authorized Subresellers to submit all replacement requests to Reseller.
Reseller may not accept returns from anyone other than its Subresellers, or End
Users without the express approval of EarthWatch.

          6.2.7  EarthWatch's End User warranty shall apply only during the
period commencing upon receipt by the End User of the Products from EarthWatch,
Reseller or Subreseller and ending at thirty (30) days after that receipt.

          6.2.8  EarthWatch's Reseller warranty shall apply only during the
period commencing upon receipt of the Products thirty (30) days after receipt by
the End User from EarthWatch, Reseller or Subreseller. Returns accepted by the
Reseller that do not fall within the terms of this section shall be at the sole
risk of the Reseller.

          6.2.9  Reseller shall comply with the EarthWatch Return Policy
(Exhibit F) and complete the Return Material Authorization (RMA) form included
with each shipment and request an RMA number from EarthWatch prior to the return
of any Products to EarthWatch. Upon the issuance of an RMA, Reseller shall place
the product and the completed and signed RMA inside a shipping container and
clearly mark the RMA number on the outside of the container. Reseller shall
include a copy of any End User's and/or Subreseller's return form in the
shipping container.

          6.2.10  Reseller shall not pass through to its Subresellers or End
Users or any other third party the warranties made by EarthWatch under this
Article 6, except those warranties specified in the EULA current at the time of
order.


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Reseller shall not make any other representation to its Subresellers or End
Users on behalf of EarthWatch.

     6.3  Exclusive Remedy. The remedy stated in this Article 6 constitutes the
sole and exclusive remedy of Reseller and Subreseller for any defect in the
media or nonconformity in the Products. The remedy stated in the then current
EULA constitutes the sole and exclusive remedy of any End User for any defect in
the media or nonconformity in the Products.

                                   Article 7

                               Freedom Of Action

     7.1  Relationship of the Parties. The relationship of EarthWatch and
Reseller established by this Agreement is of licensor and licensee, each to
constitute an independent contractor. Nothing in this Agreement shall be
construed to give either party the power to direct or control the daily
activities of the other party, or to constitute the parties in any way as
principal and agent, partners, co-venturers, co-owners, or otherwise as
participants in a joint undertaking. EarthWatch and Reseller understand and
agree that, except as specifically provided in this Agreement, EarthWatch does
not grant Reseller the power or authority to make or give any agreement,
statement, representation, warranty, or other commitment on behalf of
EarthWatch, or to enter into any contract or otherwise incur any liability or
obligation, express or implied, on behalf of EarthWatch, or to transfer,
release, or waive any right, title, or interest of EarthWatch.

     7.2  Equitable Dealing. Reseller shall treat Subresellers and End Users
equitably and shall not discriminate unlawfully among them in prices, terms,
allowances, services, or any other manner.

     7.3  EarthWatch Determination of Product Content. EarthWatch reserves the
right at any time without liability or prior notice to (1) determine the
contents of each Product, including its specifications, features, and functions,
as well as any documentation or related materials; (2) discontinue distribution
of any or all Products in some or all markets or through some or all channels of
distribuiion; (3) change or terminate any of the specifications, features, or
functions of the Products; or (4) change or terminate the level or type of
support or service that EarthWatch makes available for each Product. Changes to
EarthWatch Product offerings will be communicated in the EarthWatch distributor
worldwide web site as well as the product guide referenced in Article 4.1.

     7.4  Nonexclusivity. EarthWatch retains the right to market, distribute,
and support the Products in the Territory directly to or through any person or
entity on any terms deemed desirable by EarthWatch in its sole discretion.

                                   Article 8

            Trademarks, Copyright and Intellectual Property Rights

     8.1  Trademarks. EarthWatch and its third party suppliers shall retain sole
ownership of the Trademarks outlined in the EarthWatch Distributor Handbook.
Subject to Reseller's compliance with EarthWatch's standard advertising policies
and this Agreement, EarthWatch hereby grants to Reseller the right to use and
display the Trademarks solely to the extent reasonably necessary for the
marketing, distribution, and support of the Products within the Territory in
accordance with the EarthWatch Distributor Handbook guidelines. Reseller shall
market, distribute, and support the Products only under the Trademarks, and not
any other trademark or logo.

     8.2  Copyright Legend. Each EarthWatch Product delivered by Reseller,
including those that are derived from EarthWatch Products, shall have the
following copyright notice: "(C)19 EarthWatch Incorporated, Longmont,
Colorado."


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     8.3  Notification. Reseller shall promptly notify EarthWatch of (1) any
claim, allegation, or notification that EarthWatch's marketing, licensing,
support, or service of the Products may or will infringe the intellectual
property rights of any other person or entity; and (2) any determination,
discovery, or notification that any person or entity is or may be infringing the
intellectual property rights of EarthWatch.

     8.4  Infringement.

     8.5.5  If notified promptly in writing of and given sole control of the
defense and all related negotiations and settlements, EarthWatch shall defend
Reseller against any claim based on an allegation that a Product supplied
hereunder infringes any U.S. Intellectual Property Rights. EarthWatch shall pay
any resulting costs, damages, and attorney fees finally awarded by a court with
respect to any such claims.

     8.5.6  Notwithstanding any other provision of this Section 8.8, EarthWatch
shall not be liable to Reseller for any claim arising from or based upon the
combination, operation, or use of any Product with equipment, data, or
programming not supplied by EarthWatch, or arising from any alteration or
modification of Products.

     8.5.7  EarthWatch shall have no obligation to Reseller with respect to any
infringement involving or concerning the Products except as stated in this
Section 8.5.

                                   Article 9

                  Treatment of Confidential Proprietary Data

     9.1  Confidential Proprietary Data. During the course of performance of
this Agreement, either party may disclose certain Confidential Proprietary Data.
Recipient Party shall use its best efforts to maintain the secrecy of all such
Confidential Information, and not use, disclose, or otherwise exploit any
Confidential Proprietary Data for any purpose not specifically authorized by the
providing Party. All trade secrets, files, lists, records, documents, drawings,
specifications, equipment, and computer programs that incorporate or refer to
any Confidential Information shall be returned or destroyed promptly upon
termination of this Agreement. Confidential Proprietary Data may be disclosed
either visually, orally, electronically, or in writing. When disclosed in
writing or electronically, the Confidential Proprietary Data will be identified
as "(Name of Providing Party)'s Confidential Proprietary Data." When disclosed
orally or visually, such Confidential Proprietary Data shall be identified as
Confidential Proprietary Data at the time of the oral or visual disclosure. The
recipient Party shall upon request of the providing Party provide a signed,
dated receipt for Confidential Proprietary Data transmitted to it by the
providing Party under terms of this Agreement.

     9.2  Limitation On Use Of Proprietary Data - All rights to Confidential
Proprietary Data exchanged pursuant to this Agreement are reserved by the
providing Party; the recipient Party shall not use such Confidential Proprietary
Data disclosed to it by the providing Party to benefit itself or others, except
for the purpose of its own internal evaluation pertaining to uses directly
related to its business relationship with the providing Party, as contemplated
in the recitals of this Agreement, and will not disclose such Confidential
Proprietary Data to other parties unless and until expressly authorized in
writing to do so by the providing Party. It is further agreed that should this
Agreement have been terminated or shall have expired, the recipient Party shall
keep in confidence, not use for its own benefit and prevent the disclosure to
any person, firm or corporation or persons outside of its own organization or to
any unauthorized person or persons all Confidential Proprietary Data, identified
by the providing Party, which is received by the recipient Party pursuant to
this Agreement. It is further agreed that recipient Party shall not be liable
for disclosure or use of any Confidential Proprietary Data: (i) if it was in the
public domain at the time it was disclosed or falls within the public domain,
except through a breach of this Agreement; (ii) if it was known to recipient
Party either prior to or at the time of disclosure and such knowledge


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                                  Draft Copy

can be proved with clear and convincing documentary evidence; (iii) if it was
disclosed after written approval of the providing Party of such disclosure; (iv)
if it becomes known to the recipient Party from a source other than the
providing Party without breach of this Agreement by the recipient Party; (v) if
it was independently developed by the recipient Party subsequent to its
disclosure by the providing Party and without the benefit of Confidential
Proprietary Data received from the providing Party and such subsequent and
independent development can be proved with clear and convincing evidence; (vi)
which occurs after three years from the expiration date of this Agreement; or
(vii) if it was inadvertently or accidentally disclosed despite the exercise of
a high degree of care by the recipient Party. Provided, however, that if only a
portion of any Confidential Proprietary Data falls within any one of the
disclosure situations contemplated by the foregoing seven exceptions, the
remainder of the associated Confidential Proprietary Data shall continue to be
subject to this Agreement.

     9.3  Protection Of Proprietary Data - The recipient Party shall exercise a
high degree of care to prevent the improper or unauthorized disclosure of
Confidential Proprietary Data which recipient Party has received from the
providing Party. The recipient Party shall limit dissemination of such
Confidential Proprietary Data to those persons within its organization who have
a need to know in order to fulfill the purposes of its business relationship
with the providing Party and shall compartmentalize internal dissemination so
that no persons within itself or any of its affiliates shall be placed in a
position of conflict of interest with regard to the business relationship
between the Parties. The recipient Party warrants that its employees receiving
the providing Party's Confidential Proprietary Data will have been instructed as
may be required to enable the recipient Party to fulfill its obligations under
this Agreement.

     9.4  Return Of Proprietary Data - All Confidential Proprietary Data and
copies thereof furnished shall remain the property of the providing Party and
shall be returned to the providing Party within thirty (30) days of receipt of a
written request by the providing Party for the return of such Confidential
Proprietary Data.

                                  Article 10

                             Term And Termination

     10.1  Term. This Agreement shall become effective on the date of execution
by the parties hereto, and remain in full force and effect until terminated in
accordance with the provisions hereof.

     10.2  Voluntary Termination at Will. Reseller or EarthWatch may terminate
this Agreement at will, at any time, with or without cause, by written notice
given to the other party at least thirty (30) days prior to the effective date
of such termination.

     10.3  Termination upon Bankruptcy Dissolution. Effective immediately and
without any requirement of notice, either party may, at its option, terminate
this Agreement and/or suspend its performance in the event that (1) the other
party files a petition of bankruptcy, files a petition seeking any
reorganization, arrangement, composition, or similar relief under any law
regarding insolvency or relief for debtors, or (2) the other party adopts a
resolution for discontinuance of its business or for dissolution.

     10.4  Consequences and Survival. Upon termination of this Agreement,
Reseller may be requested to return its existing inventories of Products, and
Reseller shall otherwise discontinue all further promotion, marketing, and
support of the Products. Without limiting the generality of the foregoing,
Reseller shall cease all display, advertising, and use of all EarthWatch names,
trademarks, logos, and designations. Upon termination of this Agreement, the due
date of all outstanding invoices for the Products shall automatically be
accelerated and all such invoices shall become immediately due and payable. All
orders or portions thereof remaining unshipped as of the effective date of
termination may be canceled by EarthWatch, at its option. Notwithstanding any
termination of this Agreement, the provisions of Sections 3.7, 3.8, 4.3, and 6
through 10 shall survive.


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                                  Article 11

                              General Provisions

     11.1  Modifications, Amendments, and Waivers. This Agreement may not be
modified or amended except by an instrument in writing signed by duly authorized
officers of both of the parties hereto.

     11.2  Compliance with Law. Reseller shall comply with all applicable
federal, state, and local laws and regulations in performing its duties
hereunder and in any of its dealings with respect to the Products.

     11.3  Records. Reseller shall maintain for at least three (3) years from
the date of creation all records, contracts, and accounts relating to the
distribution of Products, and shall permit examination thereof by authorized
representatives of EarthWatch at all reasonable times and at EarthWatch's
expense in order that EarthWatch may verify compliance by Reseller with its
obligations under this Agreement.

     11.4  Severability. In the event that any provision hereof is found invalid
or unenforceable pursuant to judicial decree or decision, the remainder of this
Agreement shall remain valid and enforceable according to its terms. WITHOUT
LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND
EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO
BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY
HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER
LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN
IN FULL FORCE AND EFFECT.

     11.5  Assignment. Reseller is granted distribution rights hereunder because
of the commitments and representations Reseller is making in this Agreement, and
further because of EarthWatch's confidence in Reseller, which confidence is
personal in nature. This Agreement shall not be assignable by either party,
whether by merger, acquisition, operation of law or other event, and Reseller
may not delegate its duties hereunder without the prior written consent of
EarthWatch.

     11.6  Arbitration and Governing Law. If a dispute arises between the
parties relating to the interpretation or performance of this Agreement or the
grounds for the termination thereof, the parties agree to hold a meeting,
attended by individuals with decision-making authority regarding the dispute, to
attempt in good faith to negotiate a resolution of the dispute prior to pursuing
other available remedies. If, within thirty (30) days after such meeting a
dispute still exists, it shall be settled through binding arbitration in Denver,
Colorado. Such arbitration shall be conducted by a panel of three arbitrators in
accordance with the rules of the American Arbitration Association. To the extent
practicable, the arbitrators shall be appointed from a pool of arbitrators who
have experience or expertise in the computer industry. Any award made by the
arbitration panel, however constituted, shall be final, binding and conclusive
on both parties for all purposes and judgment may be entered thereon by any
state or federal court having jurisdiction pursuant to this section. Nothing in
this section shall limit the ability of EarthWatch to pursue any legal or
equitable remedy to protect or preserve any rights EarthWatch may have arising
out of or relating to Section 8 or 9. No dispute related to or arising out of
this Agreement or any breach or default of any of the provisions of this
Agreement may be commenced more than one (1) year after breach or default is
known or should be known. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado exclusive of any conflict of


<PAGE>

                                  Draft Copy

laws provision. The exclusive jurisdiction and venue for any lawsuit between the
parties arising out of this Agreement shall be the United States District Court
for the District of Colorado or the state courts situated in Denver, Colorado,
USA.

     11.7  Export Control. Reseller understands and recognizes that the Products
and other materials made available hereunder may be subject to the export
administration regulations of the United States Department of Commerce and other
United States Government regulations related to the export of technical data and
equipment and products produced therefrom. Reseller is familiar with and agrees
to comply with all such regulations in connection with the distribution of the
Products in the defined Territory identified in Exhibit D.

     11.8  Foreign Corrupt Practices Act. Reseller hereby agrees that Reseller
and each Subreseller shall comply with the requirements of the U.S. Foreign
Corrupt Practices Act (the "Act") and shall refrain from any payments to third
parties which would cause EarthWatch, Reseller or Subresellers to violate the
Act. Reseller hereby agrees to indemnify and hold EarthWatch harmless from any
breach of this section by Reseller or any Subreseller.

     11.9  Force Majeure. EarthWatch shall not be responsible for any failure to
perform due to unforeseen circumstances or to causes beyond EarthWatch's
reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods, accidents,
strikes, or shortages of transportation, facilities, fuel, energy, labor, or
materials. In the event of any such delay, EarthWatch may defer the delivery
date for a period equal to the time of such delay.

     11.10  Permits. Reseller shall take all actions (including the preparation
and filing of all requisite applications, certificates and the like) required by
law with respect to, and shall use their best efforts to obtain, any and all
required non-U.S. Government authorizations, including without limitation any
import licenses and foreign exchange permits. This Agreement shall become
effective at the moment that all necessary approvals, acceptances, other
notifications have been received or obtained from the appropriate government
authorities. Reseller shall provide reasonable evidence of compliance with
required non-U.S. Governmental authorization, registrations and the like to
EarthWatch upon request. As among the parties, EarthWatch shall not be liable if
any authorization is delayed, denied, revoked, restricted or not renewed.
Reseller shall bear all such risks and costs caused thereby.

     11.11  Government Rights. If any Product, in any form including with
alterations, is submitted in any fashion, directly or indirectly to a
governmental entity, whether in connection with a foreign or domestic government
contract or subcontract, including without limitation, Reseller's Subreseller or
End User performance of any government contracts or subcontracts, it shall be
provided with Restricted Rights only. Reseller shall ensure that the government
entity receives nothing more than the right to use the Products pursuant to an
executed EULA. Reseller shall inform any government entity or prime contractor
with which it is contracting exactly how it intends to use the Products in
connection with its government contracts, that such products are proprietary to
EarthWatch and Reseller has no right to grant to the government entity or prime
contractor any rights in the Products. Use, duplication or disclosure by any
government entity is subject to the restrictions contained in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software Clause
contained in D.F.A.R.S. 252.227-7013, subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights contained in 48 C.F.R. 52.227-19
and D.F.A.R.S. 227.7202. Contractor/manufacturer is EarthWatch Incorporated at
the address set forth below. The Products are copyright @ [DATE] by EarthWatch.
UNPUBLISHED. ALL RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF THE UNITED STATES.
Reseller is responsible for ensuring that any products that are submitted to a
government entity are


<PAGE>

                                  Draft Copy

submitted with the appropriate Restricted Rights legend. For purpose of any
public disclosure provision under any federal, state or local law, it is agreed
that these products are trade secret and proprietary commercial products and not
subject to disclosure.

     11.12  Notices. Unless otherwise specifically provided, all notices
required or permitted by this Agreement shall be in writing and may be delivered
personally, or may be sent by facsimile or certified mail, return receipt
requested, to the following addresses, unless the parties are subsequently
notified of any change of address in accordance with this Section:

If to Reseller:                        If to EarthWatch:
Reseller                               EarthWatch, Incorporated
Address:                               1900 Pike Road
                                       Longmont, CO 80501
------------------------------------                      --------------------

Attention:                             Attention:
           -------------------------              ----------------------------
Facsimile:                             Facsimile: (303)682-3848
           -------------------------                            --------------

Any notice shall be deemed to have been received as follows: (1) by personal
delivery, upon receipt; (2) by facsimile, one (1) business day after
transmission or dispatch; (3) by certified mail, upon receipt. If notice is sent
by facsimile, a confirming copy of the same shall be sent by mail to the same
address.

     11.13  Counterparts. This Agreement may be executed in two or more
Counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

     11.14  Entire Agreement. This Agreement constitutes the entire
understanding and contract between the parties and supersedes any and all prior
and contemporaneous, oral or written representations, communications,
understandings, and agreements between the parties with respect to the subject
matter hereof. The parties acknowledge and agree that neither of the parties is
entering into this Agreement on the basis of any representations or promises not
expressly contained herein.

  In Witness Whereof, the parties hereto have executed this Agreement on the
  dates specified below.

Reseller                               EarthWatch Incorporated


Signature:                             Signature:
          --------------------------             ---------------------------
Print Name:                            Print Name:
           -------------------------              --------------------------
Title:                                 Title:
      ------------------------------         -------------------------------
Dated:                                 Dated: August 1, 1997
      ------------------------------

<PAGE>

                                  Draft Copy
                                   Exhibit A
                   Subresellers - Authorization and Support
                            Authorized Subresellers

Reseller is authorized to sell through the following Subresellers:
1.
2.
3.
4.

If Reseller is not authorized to sell through Subresellers, this section is
intentionally left blank.

                                Specific Subresellers Support

The specific training, technical support, and other assistance appropriate for
the promotion, marketing, and distribution of the Products that will be provided
by Reseller follows:

Reseller is not authorized to distribute through Subresellers or there is no
specific support by the Reseller identified so this section is intentionally
left blank.

                        Exhibit B Omitted deliberately


<PAGE>

                                  Draft Copy
                                   Exhibit C
                         Products and Price Discounts

Products Reseller is Authorized to distribute:
1.
2.
3.
4.

Reseller Price Discount:

-------------------------------------------------------------------------------
           Product                             Price Discount
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------


<PAGE>

                                   Drat Copy
                                   Exhibit D
                                   Territory

Reseller is authorized to distribute Products ln the following Territories:
1. United States as noted below
2.
3.
4.

Note - The Reseller is not authorized to distribute Products to the U.S.
Department of Defense, NASA or those agencies identified as U.S. governmental
intelligence community organizations under 50 USC 401a. The agencies so
identified include civilian agencies involved in efforts requiring security
clearances.


<PAGE>

                                  Draft Copy
                                   Exhibit E
                          Minimum Revenue Commitments

Beyond the Reseller's Duties identified in Article 3, including, but not limited
to providing the names and addresses of all Subresellers and End Users (list
minimum Reseller revenue commitments if any).


<PAGE>

                                  Draft Copy
                                   Exhibit F
                        Return Policy - August 1, 1997
               EarthWatch, Incorporated Return Policy - End Users

As provided in the End User License Agreement, EarthWatch, Incorporated
(EarthWatch) supplies with its products a limited warranty. For a period of
thirty (30) days, EarthWatch warrants that the products delivered by EarthWatch
will be those ordered and the original media EarthWatch used to carry the data
will be free from physical or material defects. THIS IS THE SOLE AND EXCLUSIVE
WARRANTY PROVIDED WITH THE PRODUCTS AND THE SOLE LIABILITY ACCEPTED BY
EARTHWATCH.

If the End User encounters either defect described above and such defect arose
under EarthWatch's control and the End User returns such defective data to
EarthWatch or the reseller from whom the End User purchased the product within
thirty (30) days following delivery, EarthWatch shall either replace the data or
refund the license fee in full.

These steps must be followed to allow EarthWatch to accept a return.
Unauthorized returns are subject to delay and possible rejection.

1.   Obtain a Return Merchandise Authorization number (RMA) by contacting an
     EarthWatch Customer Support Representative at (800) 496-1225 or (303)
     702-5561. Please be prepared to provide your name, address, phone number,
     original order number, and reason for return.

2.   When the return is authorized, the EarthWatch Customer Support
     Representative will provide an RMA number and approval for a merchandise
     pickup.

3.   Complete the RMA form on the reverse side of this page. Include details of
     why the data is being returned.

4.   Place the product and the completed and signed RNU inside a shipping
     container and clearly mark the RMA number on the outside of the container.

EXCEPT AS PROVIDED ABOVE, PRODUCTS ARE SUPPLIED WITHOUT WARRANTY OF ANY KIND,
AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE,
WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED. THIS RETURN POLICY IS IN
ACCORDANCE WITH ARTICLE 5 OF THE END USER LICENSE AGREEMENT WHICH COVERS
WARRANTY AND WARRANTY ISSUES. PLEASE REVIEW ARTICLE 5 FOR FUTHER INFORMATION OF
THE EARTHWATCH WARRANTY LIMITATION AND DISCLAIMER.


<PAGE>

                                  Draft Copy
                                   Exhibit G

                   CURRENT END-USER LICENSE AGREEMENT (4/97)



                           EarthWatch, Incorporated
                          End User License Agreement

1.   Introduction. This is an End User License Agreement ("EULA") between
     EarthWatch Incorporated, a Delaware corporation ("EarthWatch Licensor") and
     ("User"). EarthWatch Licensor shall provide User with software, data
     products or documentation (collectively, the "Products Licensed Products").
     The Products include both EarthWatch data and data products, and data and
     data products of third parties licensed to EarthWatch for distribution.
     This EULA shall govern User's rights and obligations with respect to all
     Products Licensed Products provided by EarthWatch Licensor.

2.   Scope of License. EarthWatch Licensor grants User a limited, non-
     transferable, non-exclusive license to use the products Licensed Products
     and to develop Derivative Works of the Products licensed. Licensed
     Products, solely for internal use by User's business, by a single user at a
     single time on a single information processing machine. For purposes of
     this EULA, authorized Derivative Works include works that are based upon
     Products Licensed Products, such as a revision, modification, translation,
     abridgment, condensation, expansion, or any other form in which such
     preexisting works may be recast, transformed, or adapted. and that, if
     prepared without authorization of the owner of the copyright in such
     preexisting work, would constitute a copyright infringement. If the
     Products Licensed Products or Derivative Works are used in connection with
     the performance of any government contracts or subcontracts, then User
     shall ensure that (i) the Products Licensed Products and any Derivative
     Works thereof shall not constitute a deliverable under any government
     contracts or subcontracts; and (ii) in no event shall a government entity
     acquire any rights other than those provided in section 4. User may not
     copy an Product licensed hereunder, except that User may copy data
     contained in a Product in machine readable form into a single information
     processing machine for processing for the internal use of the User only.
     This EULA is not a license to copy, disclose, publish, sell, assign, lease,
     sublicense, market or transfer the Products Licensed Products, or any
     Derivative Work or to use the same in any manner or for any purpose not
     expressly authorized by this EULA. EarthWatch Licensor reserves all rights
     not expressly granted to User by this EULA.

3.   Protection of EarthWatch Licensor's Intellectual Property. User
     acknowledges that the Products and the data contained within the Products
     Licensed Products are proprietary to EarthWatch Licensor or its suppliers,
     and both the Products and the data contained in the Products remain the
     exclusive property of EarthWatch Licensor or its suppliers. The Products
     Licensed Products are copyrighted by EarthWatch Licensor or its suppliers,
     and unauthorized reproduction, distribution, or display of the Products
     Licensed Products or preparation of any Derivative Work of the Products in
     any manner not expressly authorized by paragraph 2 above is prohibited.
     User may be held legally responsible for any copyright infringement that is
     caused or encouraged by User's failure to abide by the terms of this EULA.
     User shall take all other feasible steps to protect the Products Licensed
     Products from misappropriation or misuse, unauthorized duplication or
     distribution and shall notify EarthWatch Licensor immediately if User
     learns of any use of the Products Licensed Products by anyone in any manner
     not expressly authorized by this EULA.

4.   Protection of EarthWatch's Trade Secrets. User acknowledges that the
     Products and the data contained in the Products are or contain trade
     secrets of EarthWatch or its suppliers and User agrees to take reasonable
     measures to protect the trade secret status of the data and the Products.

5.   U.S. Government Restricted Rights. The Products Licensed Products are
     provided with Restricted Rights. Use, duplication or disclosure by any
     government entity is subject to the restrictions contained in subparagraph
     (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause
     contained in D.F.A.R.S. 252.227-7013, subparagraphs (c)(1) and (2) of the
     Commercial Computer Software-Restricted Rights contained in 48 C.F.R.
     52.227-19 and D.F.A.R.S. 227.7202. Contractor/manufacturer is EarthWatch
     Incorporated at the address set forth below. For purpose of any public
     disclosure provision under any federal, state or local law, it is agreed
     that the Products Licensed Products are trade secrets and proprietary
     commercial products and not subject to disclosure.

6.   Limitation and Disclaimer of Warranty. EarthWatch supplies its products
     with a limited warranty. For a period of thirty (30) days, EarthWatch
     warrants that the data delivered will be that data ordered and the media
     used to carry the data will be free from physical or material defects. WITH
     THE EXCEPTION OF THE PRECEDING WARRANTY, THE PRODUCTSLICENSED PRODUCTS, AS
     WELL AS THE MEDIA UPON WHICH THE LICENSED PRODUCTS ARE PROVIDED TO USER,
     ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, AND ALL WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY
     EXCLUDED. EARTHWATCHLICENSOR DOES NOT


<PAGE>

                                  Draft Copy

     WARRANT THAT THE PRODUCTSLICENSED PRODUCTS WILL MEET USER'S NEEDS OR
     EXPECTATIONS OR THAT OPERATIONS OF THE PRODUCTSLICENSED PRODUCTS WILL BE
     ERROR FREE OR UNINTERRUPTED. EARTHWATCHLICENSOR'S SOLE LIABILITY SHALL BE
     TO REPLACE THE MEDIA IN THE EVENT THE MEDIA ITSELF, AS OPPOSED TO THE
     SOFTWARE OR DATA ENCODED THEREON, IS DEFECTIVE AND USER RETURNS SUCH
     DEFECTIVE MEDIA TO EARTHWATCHLICENSOR WITHIN THIRTY (30) DAYS FOLLOWING
     DELIVERY. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY
     EARTHWATCHLICENSOR OR ANY OF ITS AGENTS OR EMPLOYEES SHALL CREATE A
     WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND
     USER IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.

     IN NO EVENT SHALL EARTHWATCHLICENSOR BE LIABLE FOR ANY CLAIM OR LOSS
     INCURRED BY USER (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL,
     INDIRECT. SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR OTHER DAMAGES
     RESULTING FROM THE USE OR INABILITY TO USE PRODUCTSLICENSED PRODUCTS)
     IRRESPECTIVE OF WHETHER EARTHWATCHLICENSOR HAS BEEN INFORMED, KNEW, OR
     SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION
     APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT
     LIMITATION BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY,
     MISREPRESENTATION AND OTHER TORTS. IF EARTHWATCHLICENSOR'S LIMITATION OF
     LIABILITY SET FORTH IN THIS AGREEMENT SHALL FOR ANY REASON BE HELD
     UNENFORCEABLE OR INAPPLICABLE. USER AGREES THAT EARTHWATCHLICENSOR'S
     LIABILITY SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE LICENSE FEES PAID BY
     USER TO EARTHWATCHLICENSOR WITH RESPECT TO THE PRODUCTSLICENSED PRODUCTS
     UNITS AT ISSUE.

7.   Indemnification for Infringement. EarthWatch Licensor shall defend (or in
     EarthWatch Licensor's discretion, settle) at its own expense any claim
     asserted against User that the Products Licensed Products infringe any
     United States patents, or any copyrights, trade secrets or other
     intellectual property rights of any third party. User shall notify
     EarthWatch Licensor in writing of such claim within ten (10) days of
     learning of such claim. EarthWatch Licensor shall have the sole right to
     control the defense and negotiation of all such claims, and User shall
     fully cooperate in EarthWatch Licensor's defense of all such claims. In no
     event shall User either litigate or settle any such claim without
     EarthWatch Licensor's prior written approval. If, as a result of any claim,
     User is enjoined from using the Products Licensed Products, or EarthWatch
     Licensor believes that any such claim may be asserted, EarthWatch Licensor
     may at its expense procure the right for User to continue to use the
     Products Licensed Products. replace or modify the Products Licensed
     Products so as to make them non-infringing, or terminate this EULA and
     refund the fees previously paid by User for the use of the affected
     Products Licensed Products. EarthWatch Licensor shall not have any
     liability under this Section if such a claim of infringement is based in
     whole or in part upon the use of the Products Licensed Products in
     combination with other products not furnished or made by EarthWatch
     Licensor, the use of the Products Licensed Products in practicing any
     infringing process, the modification of the Products Licensed Products
     (including the creation of any Derivative Works) or any portion thereof, or
     application or use of the Products Licensed Products in a manner for which
     they were not designed or specified by EarthWatch Licensor. This Section
     states the entire and exclusive obligation of EarthWatch Licensor to User
     for any claim or infringement relating to the Products Licensed Products.

8.   Indemnification for Use. User shall indemnify and hold harmless EarthWatch
     Licensor against all loss, damages, claims, expenses or attorney's fees
     which may be sustained or asserted against EarthWatch Licensor arising from
     or connected with any breach by User of any provision of this EULA or any
     claim that User's use of a Product infringes the proprietary rights of any
     third party.

9.   Effective Date, Expiration, Renewal and Termination. This EULA shall become
     effective on the date on which it is signed by an authorized representative
     of EarthWatch Licensor and shall continue in force until terminated as
     provided herein. This EULA may be terminated by User upon written notice to
     EarthWatch Licensor. Further, this EULA may be terminated by EarthWatch
     Licensor or User for a breach of any provision provided that thirty (30)
     days notice of breach is provided and the breach has not been fully cured
     within thirty (30) days after mailing of such notice. Notwithstanding the
     foregoing, EarthWatch Licensor may, in addition to any other remedies it
     may have, at its option terminate this EULA immediately and without notice
     if EarthWatch Licensor determines that User has violated any of the
     provisions of this EULA. Immediately upon expiration or termination of this
     EULA, User shall deliver to EarthWatch Licensor all copies of all or any
     portion of the Products Licensed Products covered by this or any other
     EULA, which are in its possession, custody or control, and notify
     EarthWatch Licensor of the existence and identity of any custodian of any
     copy of any portion of the Products Licensed Products not in User's
     possession, custody or control but obtained or derived directly or
     indirectly from User.

10.  DISPUTES, ARBITRATION AND GOVERNING LAW. Any dispute arising out of or
     relating to this EULA, or the interpretation, breach or enforcement of it,
     shall be settled through binding arbitration in Denver, Colorado. Such
     arbitration shall be conducted by a panel of three arbitrators in
     accordance with the rules of the American


<PAGE>

                                    Draft Copy

     Arbitration Association. To the extent practicable, the arbitrators shall
     be appointed from a pool of arbitrators who have experience or expertise in
     the computer industry. Any award made by the arbitration panel, however
     constituted, shall be final, binding and conclusive on both parties for all
     purposes and judgment may be entered thereon by any state or federal court
     having jurisdiction pursuant to this Section. Nothing in this section or
     EULA shall limit the ability of EarthWatch Licensor to pursue any legal or
     equitable remedy to protect or preserve any rights EarthWatch Licensor may
     have arising out of or relating to Sections 2 or 3. This EULA shall be
     construed and enforced in accordance with the laws of the State of Colorado
     not withstanding the conflict of laws provisions governed by federal and
     Colorado law applicable to contracts entered into in Colorado. The
     exclusive jurisdiction and venue for any lawsuit between the parties
     arising out of this EULA shall be the United States District Court for the
     District of Colorado or the state courts situated in Denver, Colorado, USA.
     No dispute related to or arising out of this EULA or any breach or default
     of any of the provisions of this EULA may be commenced more than one (1)
     year after the occurrence of any such breach or default.

11.  MISCELLANEOUS. (a) User shall be responsible for obtaining any and all
     required governmental authorizations, including without limitation, any
     export or import licenses and foreign exchange permits. EarthWatch Licensor
     shall not be liable if any authorization is delayed, denied, revoked,
     restricted or not renewed: User shall bear all such risks and costs caused
     thereby. User shall be responsible for payment of all taxes, fees,
     assessments or levies on the Products Licensed Products, or arising out of
     or imposed by reason of this EULA, except for any tax based on EarthWatch
     Licensor's annual net income.

     a.   This EULA constitutes the complete and exclusive agreement between
          EarthWatch Licensor and User relating to its subject matter. This EULA
          supersedes all prior and contemporaneous representations,
          correspondence, proposals or agreements relating to its subject
          matter, whether oral or written. This EULA may be modified only by a
          written amendment signed by both EarthWatch Licensor and User. If any
          provision is determined to be invalid or unenforceable, the remaining
          provisions of this EULA shall continue to be valid and enforceable.
          Neither this EULA nor any of the rights granted by it may be assigned
          or transferred by User without the prior written consent of EarthWatch
          Licensor. This restriction on assignments or transfers shall apply to
          assignments or transfers by operation of law, as well as by contract,
          merger or consolidation. Any attempted assignment or transfer in
          derogation of this prohibition is void.

     b.   Sections 3, 4, 5, 6, 7, 8, 10 and 11(a) shall survive expiration or
          termination of this EULA.

     c.   Any notice provided pursuant to this EULA shall be delivered by hand,
          first class mail. facsimile or overnight courier, and sent to the
          address of the party specified below. EarthWatch Licensor and User
          agree that facsimile copies of this EULA and notices shall be deemed
          effective.

Acknowledged and agreed:

Company Name                           EarthWatch, Incorporated
Address                                1900 Pike Road
                                       Longmont, Colorado 80501
Phone Number                           (303) 682-3800

By:                                    By:
   -------------------------------        -------------------------------

Name:                                  Name:
     -----------------------------          -----------------------------

Title:                                 Title:
      ----------------------------           ----------------------------

Date:                                  Date:
     -----------------------------          -----------------------------