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                                                                    EXHIBIT 10.3


                 COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
                    FOR A PROJECT BETWEEN THE U.S. GEOLOGICAL
                           SURVEY AND ONE COLLABORATOR

                               GENERAL PROVISIONS

This Cooperative Research and Development Agreement ("CRADA") is entered into by
and between Chicago Map Corporation ("the Collaborator"), and the National
Mapping Division of the United States Geological Survey ("USGS"). The parties
agree as follows:

ARTICLE 1. DEFINITIONS

1.1  The term "Cooperative Research and Development Agreement" (CRADA) means the
     document describing research activities that are jointly undertaken by the
     USGS and one or more non-Federal parties that have entered into a CRADA
     with USGS for that purpose.

1.2  The term "Invention" means any invention or discovery which is or may be
     patentable under Title 35 of the United States Code.

1.3  The term "made" in relation to any invention means the conception or first
     actual reduction to practice of such invention.

1.4  The term "Proprietary Information" means information which embodies trade
     secrets developed at private expense outside of this CRADA or which is
     confidential technical, business, or financial information provided that
     such information:

     (i)   Is not generally known or available from other sources without
           obligations concerning its confidentiality;

     (ii)  Has not been made available by the owners to others without
           obligation concerning its confidentiality; and

     (iii) Is not already available to the Government without obligation
           concerning its confidentiality.

1.5  The term "Subject Data" means all recorded information first produced in
     the performance of this CRADA.

1.6  The term "Subject Invention" means any invention of the Collaborator or
     USGS conceived or first actually reduced to practice in the performance of
     work under this CRADA.

1.7  The term "Intellectual Property" means patents, trademarks, copyrights,
     trade secrets, mask works and other forms of comparable property
     protectable by Federal, State, or foreign laws.
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1.8  The term "Background Intellectual Property" (BIP) refers to a patent or
     patent application covering an invention or discovery of either party, or a
     copyrighted work, a mask work, trade secret or trademark developed with
     separate funds outside of the CRADA by one of the parties or with others.
     BIP is not considered as a Subject Invention.

1.9  The term "Created" in relation to any copyrightable software work means
     when the work is fixed in any tangible medium of expression for the first
     time, as provided for at 17 U.S.C. 101.

1.10 The term "Generated Information" means information produced in the
     performance of the CRADA.

1.11 The term "Protected CRADA Information" means Generated Information which is
     marked as being Protected CRADA Information by a party to this agreement
     and which would have been Proprietary Information had it been obtained from
     a non-Federal entity.

1.12 The term "Collaborator's Assigned Employees" means those employees of the
     Collaborator who are present at USGS facilities for a continuous period of
     more than 2 weeks.

ARTICLE 2. STATEMENT OF WORK

Cooperative research performed under this CRADA shall be performed in accordance
with the Statement of Work attached hereto as pages 2 through 11. Any
modification to this initial scope shall be made by mutual agreement between the
Collaborator and USGS and shall be incorporated herein by a formally executed
written amendment to this CRADA as per Article 12.5.

ARTICLE 3. FINANCIAL OBLIGATION


3.1  The term of the joint project is from March 15, 1999 to March 15, 2004. The
     Collaborator's total contribution is estimated at $ 7,550,000. Of the total
     stated above, $ 0 is direct contribution to the USGS and $ 7,550,000 is
     in-kind services and resources. Method and scheduling of payment for
     current and subsequent years is included on cover attachment 9-2040 or will
     be provided annually by amendment to the CRADA General Provisions.

3.2  The contribution of USGS shall be in the form of labor, equipment,
     facilities, information, and/or computer software estimated $ 4,000,000
     subject to available funding.

3.3  Royalty payments, when required, shall be made by the Collaborator to USGS
     in accordance with provisions of Articles 4.6 and 6.1. All payments by the
     Collaborator shall be made payable to the United States Geological Survey
     and mailed to the following address:
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                             U.S. Geological Survey
                         Office of Financial Management
                               271 National Center
                           12201 Sunrise Valley Drive
                             Reston, Virginia 20192

ARTICLE 4. PATENT RIGHTS

4.1  Reporting. The parties agree to disclose to each other every Subject
     Invention, which may be patentable or otherwise protectable, within 60 days
     of the time that an inventing party reports such invention to the person(s)
     responsible for patent matters in the inventing organization. These
     disclosures should be in sufficient enough detail to enable a reviewer to
     make and use the invention under 35 U.S.C. 112. The disclosure shall also
     identify any statutory bars, i.e., printed publications describing the
     invention or public use or sale of the invention in this country. The
     parties further agree to disclose to each other any subsequent statutory
     bar that occurs for an invention disclosed but for which a patent
     application has not been filed. All invention disclosures shall be marked
     as confidential under 35 U.S.C. 205.

4.2  Collaborator Employee Inventions. USGS, on behalf of the U.S. Government,
     waives any ownership rights the U.S. Government may have in Subject
     Inventions made by the Collaborator's employees under the Agreement and
     agrees that the Collaborator shall have the option to retain title to any
     such employee Subject Invention. The Collaborator shall promptly notify
     USGS upon making this election and agrees to file patent applications on
     such Subject Invention at its own expense and in a timely fashion. The
     Collaborator agrees to grant to the U.S. Government on its employee's
     Subject Inventions a nonexclusive, irrevocable, paid-up license in the
     patents covering a Subject Invention to practice or have practiced,
     throughout the world by, or on behalf of the U.S. Government. Such
     nonexclusive license shall be evidenced by a confirmatory license agreement
     prepared by the Collaborator in a form satisfactory to USGS. (See Article
     4.4)

4.3  USGS Employee Inventions.

     4.3.1 USGS, on behalf of the U.S. Government, shall have the initial option
           to retain title to each Subject Invention made by its employees under
           this Agreement. If an invention is made jointly by personnel of both
           parties under this Agreement, it and all patent applications and/or
           patents issued thereon shall be jointly owned by the parties, and
           available for use and licensing without obligation to account to the
           other party, subject to the obligations contained in Articles 4, 7,
           and 9. USGS may release the rights provided for by this Article to
           employee inventors or to the Collaborator subject to a license in
           USGS (See Article 4.4).

     4.3.2 If the USGS agrees to grant, convey, and assign the entire title to
           any invention made under this agreement to the Collaborator for less
           than the fair market value of the invention or the portion conveyed,
           and if the inventor is an employee of the U.S. Government at the time
           the invention is made or any portion thereof, then the USGS and the
           Collaborator shall mutually agree with respect to an appropriate

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          sum of monies to be given as fair compensation to the government
          employee. This agreement shall be reached before such conveyance is
          consummated. Compensation agreements shall be made in accordance with
          the Federal Technology Act of 1986 and Executive Order 12591 dated
          April 10, 1987.

     4.4  Filing of Patent Applications. The party having the right to retain
          title and file patent applications on a specific Subject Invention may
          elect not to file patent applications thereon provided that it so
          advises the other party within 90 days from the date it reports the
          Subject Invention to the other party. Thereafter, the other party may
          elect to file patent applications on the Subject Invention and the
          party initially reporting such Subject Invention agrees to assign its
          right title and interest in such Subject Invention to the other party
          and cooperate with such party in the preparation and filing of patent
          applications thereon. The assignment of the entire right title and
          interest to the party pursuant to this Article shall be subject to the
          retention by the party assigning title of a nonexclusive, irrevocable,
          paid-up license to practice, or have practiced, the Subject Invention
          throughout the world. In the event that neither of the parties to this
          agreement elect to file a patent application on subject invention,
          either or both (if a joint invention) may, at their sole discretion
          and subject to reasonable conditions, release the right to file to the
          inventor(s) with a license in each party of the same scope as set
          forth in the immediate preceding sentence.

     4.5  Patent Expenses. All of the expenses attendant to the filing of the
          patent applications as specified in 4.4 above, shall be borne by the
          party filing the patent application. Any post filing and post patent
          fees shall also be borne by the same party. Each party shall provide
          the other party with copies of the patent applications it files on any
          Subject Invention along with the power to inspect and make copies of
          all documents retained in the official patent application files by the
          applicable patent office.

     4.6  License Provisions. If requested, the USGS agrees to negotiate with
          the Collaborator for an exclusive license to sole or jointly developed
          inventions in the following identified field of use: GIS and
          visualization activities related to this CRADA. Any such license shall
          be negotiated independently from the CRADA and shall include
          reasonable commercial terms. The collaborator's right to negotiate a
          license(s) begins at the time that an invention disclosure is filed
          and ceases 6 months after the termination of this CRADA for all
          subject inventions.

ARTICLE 5. COPYRIGHTS

     5.1  Reporting. The parties agree to disclose to each other every
          copyrightable article of software (including modifications and
          enhancement thereto), documentation or other works created in whole or
          in part under this CRADA, which is subject to being copyrighted under
          Title 17, United States Code.

     5.2  Collaborator Option. The Collaborator shall have the option, solely at
          its own discretion, as to whether it wishes to incorporate any
          copyrightable article
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          pursuant to Article 5.1, and developed in whole or in part by USGS,
          into any commercial product(s) resulting from the efforts of this
          CRADA.

     5.3  The Collaborator shall have the option to own the copyright in all
          software (including modifications and enhancement thereto),
          documentation, or other works created in whole or in part by the
          Collaborator under this CRADA, which is subject to being copyrighted
          under Title 17, United States Code. The Collaborator shall mark any
          such works with a copyright notice showing the Collaborator as the
          author or co-author and shall in its reasonable discretion determine
          whether to file applications for registration of copyright.

     5.4  The Collaborator agrees to grant to the U.S. Government, solely for
          U.S. Government purposes, a nonexclusive, irrevocable, paid-up,
          worldwide license (hereinafter referred to as Government Purpose
          License) in all copyrighted software or other works developed under
          this agreement. The Government Purpose License (GPL) conveys to the
          Government in part, and in any manner, for Government purposes only,
          and to have or permit others to do so for Government purposes only.
          Government purposes include competitive procurement, but do not
          include the right to have or permit others to use the copyrighted
          software or other works for non-U.S. Government or commercial
          purposes.

     5.5  The Collaborator will clearly mark all copyrighted software or other
          works subject to the GPL with their name and the words "Government
          Purpose License".

     5.6  The Collaborator shall furnish USGS, at no cost to USGS, at least one
          copy of each software, documentation, or other work developed in whole
          or in part by the Collaborator under this CRADA, subject to the terms
          and conditions of the GPL granted to USGS at Article 5.4.

ARTICLE 6. COPYRIGHT ROYALTIES

     6.1  The Parties recognize that copyrightable articles, incorporated
          subject to the provisions of Article 5.2, may provide varying degrees
          of value to any commercial product(s) resulting from the efforts of
          this CRADA. If this Collaborator exercises its option to use
          copyrighted material developed in whole or in part by USGS pursuant to
          Article 5.2, an amendment to this CRADA will be negotiated for
          royalties that reflect the USGS contribution to the copyrighted
          item(s), as well as the relative value that such item(s) contribute to
          any commercial product(s) resulting from the efforts of this CRADA.
          The Collaborator shall pay to USGS, at a rate to be determined within
          the amendment, royalties over the life of the copyright by the
          Collaborator or its affiliates from the licensing, assignment, sale,
          lease and/or rental (hereinafter "disposition") of any copyrighted
          work created under this CRADA. Payments by the Collaborator to USGS
          shall be made payable to USGS, Office of Financial Management, 271
          National Center, Reston, Virginia, 20192, and submitted not later than
          sixty (60)
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          days after the calendar year ending December 31st in which the
          Collaborator receives the royalties or other income. Royalty payments
          made under this Article by the Collaborator to USGS shall continue for
          the life of the copyright(s), whether or not this CRADA has been
          terminated or has expired.

     6.2  Concurrently with each payment of royalties as required in Article 6.1
          of this CRADA, or at such other time as payments are due, the
          Collaborator shall submit a written report setting forth the period
          for which the payment is made, the amount and a description of the
          copyrighted works upon which a royalty is payable as provided at
          Article 6.1, the net sales and other income received therefrom by the
          Collaborator, and the amount of royalties due thereon. If no royalties
          are due USGS for any report period, the report shall so state. The
          reports required under this article shall also be made within 30 days
          of the termination of this CRADA. The Collaborator agrees to keep
          records showing the sales or other dispositions of the copyrighted
          works upon which royalties are due under the provisions of Article 6.1
          in sufficient detail to enable the royalties payable hereunder by the
          Collaborator to be determined, and further agrees to permit its books
          and records to be examined from time to time during its ordinary
          business hours and not more often than once a year to the extent
          necessary to verify the reports provided for in this article, such
          examination to be made at the expense of USGS by any auditor appointed
          by USGS who shall be acceptable to the Collaborator. Auditor approval
          shall not be unreasonably withheld by the Collaborator.

ARTICLE 7. DATA AND PUBLICATION

     7.1  Release Restrictions. USGS shall have the right to use all Subject
          Data for any governmental purpose, but shall not release such Subject
          Data publicly except: (I) USGS when reporting on the results of
          sponsored research may publish Subject Data, subject to the provisions
          of Article 7.4 below; and (ii) USGS may release such Subject Data
          where such release is required pursuant to a request under the Freedom
          of Information Act (5 U.S.C. Section 552); provided, however, that
          such data shall not be released to the public if a patent application
          is to be filed (35 U.S.C. Section 205) until the party having the
          right to file has had a reasonable time to file.

     7.2  Information Identification

          7.2.1 Proprietary Information. The Collaborator shall place a
                Proprietary notice on all information it delivers to USGS under
                this CRADA which the Collaborator asserts is proprietary. USGS
                agrees that any information designated as proprietary which is
                furnished by the Collaborator to USGS under this CRADA, shall be
                used by USGS only for the purpose of carrying out this CRADA.
                Information designated as proprietary shall not be disclosed,
                copied, reproduced, or otherwise made available in any form
                whatsoever to any other person, firm, corporation, partnership,
                association, or other entity without the consent of the
                Collaborator except
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                as such information may be subject to disclosure under the
                Freedom of Information Act (5 U.S.C. 552).

                USGS agrees to use its best efforts to protect information
                designated as proprietary from unauthorized disclosure. The
                Collaborator agrees that USGS is not liable for the disclosure
                of information designated as proprietary which, after notice to
                and consultation with the Collaborator, USGS determines may not
                lawfully be withheld or which a court of competent jurisdiction
                requires disclosure.

           7.2.2 Background Intellectual Property. Both parties agree to
                 identify in advance or during the course of the CRADA
                 Background Intellectual Property (BIP) that has value for the
                 joint research but which was developed with separate funds
                 outside the CRADA. BIP does not qualify as a subject
                 invention(s) and is not subject to a government use license
                 unless originally developed with non-CRADA government funds.

     7.3   Protected CRADA Information.

           7.3.1 Each party may designate as Protected CRADA Information, as
                 defined in Article 1, any Generated Information produced by its
                 employees, and with the agreement of the other party, mark any
                 Generated Information produced by the other party's employees.
                 All such designated Protected CRADA Information shall be
                 appropriately marked.

          7.3.2  For a period of 2 years from the date Protected CRADA
                 Information is produced, Parties agree not to further disclose
                 such Information except:

                 (1) as necessary to perform this CRADA;
                 (2) as mutually agreed by the Parties in advance.

          7.3.3  The obligation of 7.3.2 above shall end sooner for any
                 Protected CRADA Information which shall become publicly known
                 without fault of either party, shall come into a party's
                 possession without breach by that party of the obligations of
                 7.3.2 above, or shall be independently developed by a party's
                 employees who did not have access to the Protected CRADA
                 Information or as required by the Freedom of Information Act.

     7.4  Publication.

          7.4.1  USGS may submit for publication the results of the research
                 work associated with this project. Depending on the extent of
                 contribution made, employees of the Collaborator may be cited
                 as coauthors. In no event, however, shall the name of the
                 Collaborator or any of its trademarks and trade names be used
                 in any publications without its prior written consent.
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          7.4.2  USGS and the Collaborator agree to confer and consult at least
                 30 days prior to either party's submission for publication of
                 Subject Data to assure that no Proprietary Information or
                 Protected CRADA Information is released and that patent rights
                 are not jeopardized. The party receiving the document for
                 review has 30 days from receipt to object in writing detailing
                 the objections to the proposed submissions.

ARTICLE 8. RIGHTS IN GENERATED INFORMATION

The Parties understand that the Government shall have unlimited rights in all
Generated Information or information provided to the Parties under this CRADA
which is not marked as being copyrighted (subject to Article 5) or as
Proprietary Information or as Background Intellectual Property (subject to
Article 7.2) or as Protected CRADA Information (subject to Article 7.3).

ARTICLE 9. TERMINATION

     9.1  The Collaborator and USGS each have the right to terminate this
          agreement upon 30 days notice in writing to the other party.

     9.2  In the event of withdrawal of the Collaborator, payments previously
          received by USGS pursuant to Article 3 of this CRADA will be retained
          by USGS to be used in support of the project.

     9.3  In the event of termination by USGS, USGS shall repay the Collaborator
          any prorated portion of payments previously made to USGS pursuant to
          Article 3.1 of the CRADA in excess of actual costs incurred by USGS in
          pursuing this project. A report on results to date of termination will
          be prepared by USGS and the cost of the report will be deducted from
          any amounts due to participants from USGS.

     9.4  Termination of this CRADA by either party for any reason shall not
          affect the rights and obligations of the parties accrued prior to the
          effective date of termination of this CRADA. No termination or
          expiration of this CRADA, however effectuated, shall release the
          parties hereto from their rights, duties, and obligations under
          Articles 3.3, 4, 5, 6, 7, 8, and 11.

ARTICLE 10.  DISPUTES

     10.1 Settlement. Any dispute arising under this CRADA which is not disposed
          of by agreement of the parties shall be submitted jointly to the
          signatories of this CRADA. A joint decision of the signatories or
          their designees shall be the disposition of such dispute.

     10.2 If the signatories are unable to jointly resolve a dispute within a
          reasonable period of time after submission of the dispute for
          resolution, the matter shall be submitted to the Director of the USGS,
          or his designee for resolution.
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     10.3 Continuation of Work. Pending the resolution of any dispute or claim
          pursuant to this article, the parties agree that performance of all
          obligations shall be pursued diligently in accordance with the
          direction of the USGS signatory.

ARTICLE 11. LIABILITY

     11.1 Property. The U.S. Government shall not be responsible for damages to
          any property of the Collaborator provided to USGS pursuant to this
          CRADA.

     11.2 Collaborator's Employees.

          11.2.1   During any temporary assignment at USGS facilities that may
                   result from this Agreement, the Collaborator's Assigned
                   Employees (as defined in Article 1.12 of this Agreement)
                   shall pursue their activities on the work schedule mutually
                   agreed upon between them, the Collaborator, and the USGS. The
                   Collaborator's Assigned Employees must agree to comply with
                   Federal Government security and conduct regulations that
                   apply to USGS employees. The Collaborator's Assigned
                   Employees shall conform to the requirements of the Office of
                   Government Ethics "Standards of Ethical Conduct for Employees
                   of the Executive Branch" (5 CFR Parts 2635 and 2636) and
                   Security Regulations, hereby made part of this Agreement, to
                   the extent that these regulations prohibit private business
                   activity or interest incompatible with the best interests of
                   the Department.

          11.2.2   The Collaborator's Assigned Employees shall comply with
                   regulations that apply to USGS employees with regard to
                   disclosure of proprietary or procurement-sensitive
                   information, refusal from any activities which may present a
                   conflict of interest, including procurements or other actions
                   in which the Collaborator may have an interest. The
                   Collaborator's Assigned Employees may not represent the
                   Collaborator or work for the Collaborator in competing for
                   award from any other Federal agency during the term of the
                   CRADA (see Article 3) or extension thereto.

          11.2.3   The Collaborator's Assigned Employees are permanently
                   prohibited from representing or performing activities for
                   the Collaborator on any matters before the USGS on which the
                   Collaborator's employees  USGS while assigned to this
                   project.

          11.2.4   The Collaborator's employees are prohibited from acting as
                   governmental employees, including making decisions on behalf
                   of the Government or performing inherently governmental
                   functions while working at the USGS.

     11.3 No Warranty. Except as provided in Title 28, United States Code,
          section 1498, the United States shall not be liable for the use or
          manufacture of any invention made under this agreement nor for the
          infringement of any patent or copyright
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     during the performance of this agreement. The USGS makes no express or
     implied warranty as to any matter whatsoever, including the conditions of
     the research or any invention or product, whether tangible or intangible,
     made or developed under this CRADA, or the ownership, merchantability, or
     fitness for a particular purpose of the research or any invention or
     product. These provisions shall survive termination of the CRADA.

11.4 Indemnification

     11.4.1 Collaborator's Employees. The Collaborator agrees to indemnify and
            hold harmless the U.S. Government for any loss, claim, damage, or
            liability of any kind involving an employee of the Collaborator
            arising in connection with this CRADA, except to the extent that
            such loss, claim, damage or liability arises from the negligence of
            USGS or its employees. USGS shall be solely responsible for the
            payment of all claims for the loss of property, personal injury or
            death, or otherwise arising out of any negligent act or omission of
            its employees in connection with the performance of work under this
            CRADA as provided under the Federal Tort Claims Act.

     11.4.2 Technical Developments and Products. The Collaborator holds the U.S.
            Government harmless and indemnifies the Government for all
            liabilities, demands, damages, expense, and losses arising out of
            the use by the Collaborator, or any party acting on its behalf or
            under its authorization, of USGS's research and technical
            developments or out of any use, sale, or other disposition by the
            Collaborator, or others acting on its behalf or with its
            authorization, of products made by the use of USGS's technical
            developments. In respect to this Article, the Government shall not
            be considered an assignee or licensee of the Collaborator. This
            provision shall survive termination of this CRADA.

11.5 Force Majeure. Neither party shall be liable for any unforeseeable event
     beyond its reasonable control not caused by the fault or negligence of such
     party, which causes such party to be unable to perform its obligations
     under this CRADA (and which its has been unable to overcome by the exercise
     of due diligence), including, but not limited to, flood, drought,
     earthquake, storm, fire, pestilence, lightning, and other natural
     catastrophes, epidemic, war, riot, civil disturbance or disobedience,
     strikes, labor dispute, or failure, threat of failure or sabotage of the
     USGS facilities, or any order or injunction made by a court or public
     agency. In the event of the occurrence of such a force majeure event, the
     party unable to perform shall promptly notify the other party. It shall
     further use its best efforts to resume performance as quickly as possible
     and shall suspend performance only for such period of time as is necessary
     as a result of the force majeure event.

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ARTICLE 12. MISCELLANEOUS

     12.1  No Benefits. No member of, or delegate to the United States Congress,
           or resident commissioner, shall be admitted to any share or part of
           this CRADA, nor to any benefit that may arise therefrom; but this
           provision shall not be construed to extend to this CRADA if made with
           a corporation for its general benefit.

     12.2  Governing Law. The construction validity, performance and effect of
           this CRADA for all purposes shall be governed by applicable Federal
           laws.

     12.3  Entire Agreement. This CRADA constitutes the entire agreement between
           the parties concerning the subject matter hereto and supersedes any
           prior understanding or written or oral agreement relative to said
           matter.

     12.4  Headings. Titles and headings of the Sections and Subsections of this
           CRADA are for the convenience of references only and do not form a
           part of this CRADA and shall in no way affect the interpretation
           thereof.

     12.5  Amendments. If either party desires a modification in this CRADA, the
           parties shall, upon reasonable notice of the proposed modification by
           the party desiring the change, confer in good faith to determine the
           desirability of such modification. Such modification shall not be
           effective until a written amendment is signed by all parties hereto
           by their representatives duly authorized to execute such amendment.

     12.6  Assignment. Neither this CRADA nor any rights or obligations of any
           party hereunder shall be assigned or otherwise transferred by either
           party without the prior written consent of the other party except
           that the Collaborator may assign this CRADA to the successors or
           assignees of a substantial portion of the Collaborator's business
           interests to which this CRADA directly pertains.

     12.7  Notices. All notices pertaining to or required by this CRADA shall be
           in writing and shall be directed to the signatory(s).

     12.8  Independent Contractors. The relationship of the parties to this
           CRADA is that of independent contractors and not as agents of each
           other or as joint venturers or partners. USGS shall maintain sole and
           exclusive control over its personnel and operations.

     12.9  Use of Name or Endorsements.

           12.9.1  The Collaborator shall not use the name of USGS or the
                   Department of the Interior on any product or service which is
                   directly or indirectly related to either this CRADA or any
                   patent license or assignment agreement which implements this
                   CRADA without the prior approval of USGS. The Collaborator
                   shall not publicize, or otherwise circulate, promotional
                   material (such as advertisements, sales brochures, press
                   releases, speeches,

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                   still and motion pictures, articles, manuscripts or other
                   publications) which states or implies governmental,
                   departmental, bureau, or government employee endorsement of a
                   product, service or position which the Collaborator
                   represents. No release of information relating to this CRADA
                   may state or imply that the Government approves of the
                   Collaborator's work product, or considers the Collaborator's
                   work product to be superior to other products or services.

           12.9.2  The Collaborator must obtain prior governmental approval from
                   USGS for any public information releases which refer to the
                   Department of the Interior, any bureau or employee (by name
                   or title), or this agreement. The specific text, layout,
                   photographs, etc., of the proposed release must be submitted
                   with the request for approval.

           12.9.3  By entering into this CRADA, USGS does not directly or
                   indirectly endorse any product or service provided, or to be
                   provided, by the Collaborator, its successors, assignees, or
                   licensees.

           12.10   Trademarks. The Parties may seek to obtain
                   trademark/servicemark protection on products or services
                   generated under this CRADA in the United States or foreign
                   countries. The ownership and other rights to trademark usage
                   shall be mutually agreed upon and reduced to writing as
                   products develop.

ARTICLE 13. DURATION OF AGREEMENT AND EFFECTIVE DATE

     13.1    Duration of Agreement. It is mutually recognized that the
             development program cannot be rigidly defined in advance, and that
             the contemplated time periods for completion of each phase are good
             faith guidelines subject to adjustment by mutual agreement, to fit
             circumstances as the development program proceeds. In no case will
             this CRADA extend beyond the ending date specified in Article 3.1,
             unless it is revised in accordance with Article 12.5 of this
             agreement. Certain provisions survive the termination of this
             CRADA, as specified, in Article 9.4.

     13.1(b) It is expressly understood and agreed that this CRADA contains
             a Statement of Work and General Terms and Conditions. It is the
             intent of the parties that should it become necessary for any third
             party to interpret this agreement, the terms and conditions set
             forth in the General Provisions and any executed Amendments take
             precedence over other documents generated for this project if there
             is an apparent conflict in the terms.


<PAGE>   13
     13.2  Effective Date. This CRADA shall enter into force as of the date of
           the last signature of the parties as shown on the title page.



For the Collaborator                    /s/  Steven J.  Peskaitis
                                       ------------------------------------

                                                 March 26, 1999
                                       ------------------------------------
                                                     Date

USGS Review                             /s/ Anton Inderbitzen
                                       ------------------------------------

                                                 March 25, 1999
                                       ------------------------------------
                                                     Date

For the U.S. Geological Survey          /s/ Barbara J. Ryan
                                       ------------------------------------

                                                 March 25, 1999
                                       ------------------------------------
                                                     Date