exv10w1



 





EXHIBIT 10.1



[***] in this exhibit
indicates that a confidential portion of the exhibit has been
omitted; such portion has been filed separately with the Securities
and Exchange Commission.


ORBIMAGE DISTRIBUTION AGREEMENT




     THIS ORBIMAGE DISTRIBUTION AGREEMENT (the “Agreement”) is entered into
this 18th day of March, 1999 by and between Orbital Imaging Corporation, a
corporation organized and existing under the laws of Delaware (“ORBIMAGE”),
whose principal place of business is 21700 Atlantic Blvd., Dulles, Virginia,
20166 United States of America, and NTT Data Corporation, a corporation
organized and existing under the laws of Japan (“NTT DATA”), whose principal
place of business is Toyosu Center Bldg 3-3, Toyosu 3-Chome, Koto-Ku, Tokyo 135
Japan.



RECITALS




     WHEREAS, ORBIMAGE is authorized by the United States Department of
Commerce (the “DOC”) to operate a private remote-sensing space system pursuant
to a license dated May 5, 1994, as amended (the “DOC License”), a summary of
which is attached as Appendix A hereto; and



     WHEREAS, pursuant to the DOC License, ORBIMAGE is in the business of
selling high resolution satellite imagery to commercial and government users
throughout the world; and



     WHEREAS, NTT DATA desires to distribute ORBIMAGE satellite imagery and to
use the ORBIMAGE Trademarks (as defined herein) in connection therewith, on the
terms and conditions set forth in this Agreement; and



     WHEREAS, ORBIMAGE desires to appoint NTT DATA as a distributor of such
imagery and to grant NTT DATA a license to use the ORBIMAGE Trademarks in
connection therewith, on the terms and conditions set forth in this Agreement;
and



     WHEREAS, the DOC License contains certain requirements and limitations
with respect to the sale of such imagery applicable to ORBIMAGE and NTT DATA,
as more fully described herein.



     NOW THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, the mutual covenants, agreements,
representations and warranties contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:



SECTION 1. DEFINED TERMS



     The following capitalized terms used in this Agreement shall have the
meanings set forth below:



     “Basic Products” shall mean the following products derived from OrbView
Data: (i)



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system-corrected products (radiometrically and geometrically-corrected
satellite data using ephemeris data), (ii) precision-corrected products using
external ground control data, and (iii) ortho imagery using digital elevation
models.




     “Designated Earth Station” means the facilities designated by NTT DATA, to
be located in Japan, that shall be capable of receiving, processing and
archiving OrbView Data.



     “DOC” has the meaning set forth in the Recitals.



     “DOC License” has the meaning set forth in the Recitals.



     “Effective Imaging Range” means the four hundred ninety (490) kilometer
radius from the nadir point of the High Resolution Satellite along any position
of the High Resolution Satellite’s orbital path.



     “Exclusive Territory” means Japan.



     “Existing Customer Agreements” has the meaning set forth in Sections
2(a)(ii) and 3(c)(ii).



     “FCPA” means the Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1,
et seq.), the regulations promulgated thereunder and any orders or policies
announced or implemented thereunder, as such may be amended or replaced from
time to time.



     “Government Purchase” has the meaning set forth in Section 3(h).



     “Gross Revenues” means all revenues generated from or attributable to the
sale or other disposition of the applicable product or service and actually
received by the applicable party, net of any amounts received as or for any
sales, use, customs or other taxes required to be collected under applicable
law, provided that in no event shall the amount of any income or similar taxes
be excluded from the calculation of gross revenues.



     “Guaranteed Annual Minimum” has the meaning set forth in Section 8(b).



     “High-Resolution Satellite(s)” means one or both of the high-resolution
imaging satellites being constructed by ORBIMAGE or its affiliates that are
currently designated “OrbView-3” and “OrbView-4.”



     “Japanese Government Customer” has the meaning set forth in Section 3(h).



     “Korea” means the land area comprising South Korea and North Korea.



     “Land Remote Sensing Policy Act” means The Land Remote Sensing Policy Act
of 1992 (15 U.S.C.S Section 5601 et seq.), the regulations promulgated
thereunder (15 C.F.R. Part 960, et seq.), and any orders or policies announced
or implemented thereunder, as such may be amended or replaced from time to
time.



     “Marketing Materials” has the meaning set forth in Section 2(e).



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     “Non-Exclusive Territory” means the countries set forth on Schedule 1(a)
hereto.



     “Non-Priority OrbView Images” has the meaning set forth in Sections
3(b)(i)(B) and 3(b)(ii).



     “NTT DATA Archives” shall mean the Unprocessed Data Archive and the
Product Archive.



     “OFAC” means the Office of Foreign Assets Control of the United States
Department of the Treasury.



     “Operational Date” shall mean the date upon which ORBIMAGE, in its sole
discretion, declares either the OrbView-3 or OrbView-4 satellite and related
systems to be operational, whichever occurs first; provided, however, that if
on the date ORBIMAGE declares either the OrbView-3 or OrbView-4 satellite
operational the Designated Earth Station has not been successfully completed in
accordance with the terms and conditions of the earth station procurement
agreement described in Section 6 hereof, due to reasons other than the fault of
NTT DATA, then the Operational Date shall be the date upon which the Designated
Earth Station is successfully completed.



     “Operational Year” shall mean the twelve-month period commencing on the
Operational Date and each succeeding twelve-month period commencing on the
anniversary of the Operational Date during the term of this Agreement.



     “ORBIMAGE Trademarks” shall mean (a) the trademarks and/or service marks
set forth on Schedule 1(b) hereto and (b) the graphic design marks in the form
shown on Schedule 1(b) hereto, whether or not registered with the competent
authorities of any country inside or outside of the Territory.



     “OrbNet Archive” means ORBIMAGE’s archive of OrbView Data, Basic Products
and Value-Added Products. For purposes of this Agreement, the OrbNet Archive
shall be deemed not to include any OrbView Data contained in the Unprocessed
Data Archive.



     “OrbView Data” means (i) one–meter panchromatic and four-meter
multispectral data sets in the form generated by the High-Resolution
Satellites, and (ii) two-meter panchromatic data sets in the form generated by
the OrbView-4 satellite, in each case meeting the Performance Parameters.



     “OrbView Image” means one (1) panchromatic or multispectral image
generated from OrbView Data, the size of which is 8km x 8km when acquired by
the High Resolution Satellite at nadir, and larger when acquired off nadir.



     “Performance Parameters” means the specifications for the High Resolution
Satellites and the OrbView Data set forth on Appendix B hereto.



     “Person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a limited liability company, a trust, an
unincorporated organization, or a



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government or political subdivision thereof.




     “Potential Customers” has the meaning set forth in Sections 2(a)(ii) and
3(c)(ii).



     “Priority OrbView Images” has the meaning set forth in Sections
3(b)(i)(A), 3(b)(i)(B) and 3(b)(ii).



     “Product Archive” shall mean NTT DATA’s archive of Basic Products and
Value-Added Products produced from OrbView Data contained in the Unprocessed
Data Archive.



     “Recorded OrbView Data” has the meaning set forth in Section 3(c).



     “Recorded OrbView Images” has the meaning set forth in Section 3(c).



     “Standard Operating Procedures” has the meaning set forth in Section
3(b)(iii).



     “Subdistributor Agreement” has the meaning set forth in Section 2(c).



     “Subdistributors” means the subdistributors set forth on Schedule 1(c)
hereto and such additional subdistributors as ORBIMAGE shall reasonably approve
from time to time, provided that a proposed subdistributor shall be deemed to
have been approved by ORBIMAGE if ORBIMAGE has not responded to NTT DATA’s
written request for approval within fifteen (15) days.



     “Territory” means the Exclusive Territory and the Non-Exclusive Territory.



     “Third-Party OrbView Data” means OrbView Data of third parties downlinked
to the Designated Earth Station at ORBIMAGE’s request.



     “Third-Party Agreement” has the meaning set forth in Sections 2(e) and
3(c)(ii).



     “U.S. Income Taxes” means taxes on or measured by net income imposed by
the United States Government, any state of the United States, or any locality,
municipality or subdivision thereof.



     “Unprocessed Data Archive” shall mean NTT DATA’s archive of OrbView Data,
consisting of OrbView Data and Recorded OrbView Data tasked by ORBIMAGE at NTT
DATA’s request and received from ORBIMAGE hereunder.



     “Value-Added Products” means any products derived in whole or in part from
(a) OrbView Data, including, without limitation, Basic Products and any other
derivative works based upon OrbView Data, and (b) Value-Added Products
(including Basic Products) obtained from the OrbNet Archive. In order for a
product to be considered a Value-Added Product, it must contain sufficient new
content such that the product is readily distinguishable from the preexisting
OrbView Data or Value-Added Products (including Basic Products) obtained from
the OrbNet Archive.



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SECTION 2. APPOINTMENT OF DISTRIBUTOR




     (a) Appointment. Subject to the terms and conditions of this Agreement,
including, without limitation, Sections 2(c), 2(d), 2(e), 3(d)(ii), 4(b)(i) and
5, ORBIMAGE hereby appoints NTT DATA during the term hereof as its:




     (i) exclusive distributor in the Exclusive Territory of Basic
Products and Value-Added Products created from OrbView Data, for sale to
customers located in the Exclusive Territory; and




     (ii) non-exclusive distributor in the Non-Exclusive Territory of
Basic Products and Value-Added Products, for sale to customers located in
the Non-Exclusive Territory.



     In furtherance of the foregoing distribution rights, NTT DATA shall have
the right to request OrbView Data and Value-Added Products (including Basic
Products) from the OrbNet Archive for distribution in the Territory on the
terms and subject to the conditions of this Agreement. NTT DATA shall have no
right to sell or otherwise distribute OrbView Data except in the form of Basic
Products and Value-Added Products as provided in this Agreement. NTT DATA
hereby accepts the foregoing appointment on the terms and subject to the
conditions of this Agreement.



     (b) License to Create Basic Products and Value-Added Products.




     (i) Subject to the payment of the fees described in Sections
2(b)(ii) and 2(b)(iii) and to the other terms and conditions of this
Agreement, including, without limitation, the exclusivity and territorial
limitations set forth in Section 2(a), and Section 7(b), ORBIMAGE hereby
grants NTT DATA the right and license to create and distribute Basic
Products and Value-Added Products based upon OrbView Data contained in
the Unprocessed Archive and the OrbNet Archive.




     (ii) NTT DATA shall have the right to create a single type of
Value-Added Product (including Basic Products) from OrbView Data
contained in the Unprocessed Data Archive in consideration of the payment
of the Initial Processing Fee described in Section 8(a). NTT DATA shall
have the right to create additional types of Value-Added Products
(including Basic Products) from the same OrbView Data if it pays ORBIMAGE
the Additional Processing Fee set forth in Section 8(a) for each new type
of Value-Added Product or Basic Product created therefrom. The Initial
and Additional Processing Fees shall also entitle NTT DATA to sell and
otherwise distribute all or any portion of the resulting types of
Value-Added Products or Basic Products in accordance with this Agreement
without payment of any additional compensation to ORBIMAGE. Further, NTT
DATA shall have the right to create additional Value-Added Products or
Basic Products based upon products contained in the Product Archive, or
to make any enhancements of any nature to such products, if NTT DATA pays
the Additional Processing Fee described in Section 8(a). For the
avoidance of doubt, Exhibit A hereto sets forth an example of the
foregoing. This Section 2(b)(ii) shall not apply to Value-Added Products
and Basic Products created from OrbView Data contained in the OrbNet
Archive.



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     (iii) NTT DATA shall have the right to create and distribute
Value-Added Products (including Basic Products) based upon OrbView Data
contained in the OrbNet Archive in consideration of the payment of the
fees set forth in Section 8(b)(ii).




     (iv) Notwithstanding anything in Sections 2(b)(ii) and (iii) to the
contrary, it is the intent of the parties that NTT DATA shall only be
required to pay the Initial Processing Fee (and not the Additional
Processing Fee) if in order to create a Value-Added Product from OrbView
Data the Designated Ground Station’s systems first require that NTT DATA
process such OrbView Data into a Basic Product before it can further
process the resulting Basic Product into a Value-Added Product.
Thereafter, each time NTT DATA processes such Basic Product or the
resulting Value-Added Product to create another type of Value-Added
Product, it shall pay ORBIMAGE the Additional Processing Fee. For the
avoidance of doubt, Exhibit A hereto sets forth an example of the
foregoing.



     (c) Appointment of Subdistributors of Basic Products and Value Added
Products. Subject to the terms and conditions of this Agreement, including,
without limitation, the exclusivity and territorial limitations set forth in
Section 2(a), and Section 2(b), ORBIMAGE hereby grants NTT DATA the right and
license to grant to the Subdistributors a sublicense to create and/or
distribute Basic Products and Value-Added Products based upon OrbView Data
received by NTT DATA pursuant to this Agreement. NTT DATA shall grant the
foregoing sublicense to the Subdistributors pursuant to an agreement which
shall pass through to the Subdistributors the terms and conditions of Sections
2(a), 2(d), 2(f), 3(g), 7, 8(f), 8(g), 13 and 15 hereof, and such other terms
and conditions of this Agreement as ORBIMAGE shall reasonably determine (a
“Subdistribution Agreement”). Notwithstanding anything herein to the contrary,
the Subdistributors shall have no right to grant sublicenses to create and/or
distribute Basic Products and/or Value-Added Products. NTT DATA shall have no
right to grant a license, sublicense or any other rights with respect to the
creation and/ or distribution of Value-Added Products (including Basic
Products) to any other Person except as specifically set forth in this Section
2(c).



     (d) End-User Agreements.




     (i) Sales of Value-Added Products Derived From the Unprocessed
Archive. NTT DATA acknowledges and agrees that as a condition of any
sale to a customer of Basic Products and/or Value-Added Products derived
from the Unprocessed Archive by NTT DATA or the Subdistributors
hereunder, NTT DATA or its Subdistributors, as applicable, shall require
each customer to enter into a written end-user license agreement
reasonably acceptable to ORBIMAGE in which such customer agrees, among
other things, that it shall (i) use the Basic Products and/or Value-Added
Products solely within the Territory, (ii) not sell, resell, transfer,
license or otherwise distribute the Basic Products and/or Value-Added
Products to any other Person (whether or not for consideration) except as
permitted by NTT DATA, and then only within the Territory, and (iii) not
make derivative works from such Basic Products and/or Value-Added
Products.



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     (ii) Sales of Value-Added Products Obtained or Derived from the
OrbNet Archive. NTT DATA acknowledges and agrees that as a condition of
any sale to a customer of Basic Products and/or Value-Added Products
obtained from, or derived from OrbView Data contained in, the OrbNet
Archive, NTT DATA or its Subdistributors, as applicable, shall require
each customer to enter into a written end-user license agreement
reasonably acceptable to ORBIMAGE in which such customer agrees, among
other things, that it shall (i) use the Basic Products and/or Value-Added
Products solely for internal purposes, (ii) not sell, resell, transfer,
license or otherwise distribute the Basic Products and/or Value-Added
Products to any other Person (whether or not for consideration), and
(iii) not make derivative works from such Basic Products and/or
Value-Added Products.



     (e) Limitation and Termination of Distribution Rights. Notwithstanding
Section 2(a)(ii), ORBIMAGE shall have the right, on sixty (60) days prior
written notice to NTT DATA, to limit or terminate the rights of NTT DATA (and
any applicable Subdistributors) to distribute Basic Products and Value-Added
Products in the Non-Exclusive Territory if it would violate or conflict with
any agreements proposed to be entered into by ORBIMAGE with any Person after
the date of this Agreement (each, a “Third-Party Agreement”). If within
fifteen (15) days of NTT DATA’s receipt of such notice, NTT DATA provides
ORBIMAGE with (A) a copy of all customer agreements then in force which were
entered into prior to the date of ORBIMAGE’s notice which would be limited or
prohibited by the Third-Party Agreement (“Existing Customer Agreements”), and
(B) a list of all potential customers who were actively negotiating to purchase
such products from NTT DATA on the date of such notice which would be limited
or prohibited by the Third-Party Agreement (“Potential Customers”), then
ORBIMAGE shall ensure that the Third-Party Agreement permits NTT DATA to enter
into and perform the identified sale agreements with the Potential Customers on
or before the expiration of said 60 day period and to fulfill the terms of the
Existing Customer Agreements. If NTT DATA does not enter into such identified
agreements with the Potential Customers on or before the expiration of said 60
day period, NTT DATA’s right to enter into such agreements shall automatically
terminate. Except for the Existing Customer Agreements and any agreements
entered into with Potential Customers within said 60-day period, NTT DATA’s
right to distribute Basic Products and Value-Added Products shall terminate as
set forth in said notice sixty (60) days after NTT DATA’s receipt of said
notice.



     (f) General Obligations as a Distributor. All sales of Basic Products and
Value-Added Products under this Agreement shall be at NTT DATA’s or the
Subdistributor’s sole expense and for their own accounts. Although ORBIMAGE
may from time to time publish suggested wholesale or retail prices, these
prices are only suggestions and NTT DATA and the Subdistributors shall be free
to establish the actual prices for the sale of Basic Products and Value-Added
Products to customers hereunder. In addition, NTT DATA shall be free to
establish the license fees payable to NTT DATA by the Subdistributors. NTT
DATA agrees that during the term hereof, it shall use its best efforts to
market, promote and distribute the Basic Products and Value-Added Products to
customers in the Territory. NTT DATA further agrees that in marketing,
promoting and distributing the Basic Products and Value-Added Products, it
shall use the highest ethical and business standards and that it shall not take
any action which would cause injury to the business, name, goodwill or
reputation of ORBIMAGE. NTT DATA shall deliver to ORBIMAGE copies of all
marketing and



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promotional materials proposed to be used by NTT DATA from time to time in
connection with the distribution and sale of Basic Products and Value-Added
Products hereunder, and copies of all changes and revisions thereto (“Marketing
Materials”) If ORBIMAGE reasonably objects to the contents of any such
Marketing Materials, ORBIMAGE shall have the right to require NTT DATA to make
reasonable changes to the contents of such Marketing Materials. Without
limitation, all Marketing Materials shall comply with the requirements of
Section 7 of this Agreement.



SECTION 3. NTT DATA RIGHTS AND OBLIGATIONS




     (a) Designated Earth Station. During the term of this Agreement, NTT DATA
shall procure, establish and operate the Designated Earth Station, at its
expense. NTT DATA shall also be responsible, at its expense, for procuring,
establishing and operating the communications links necessary for system
management purposes between the Designated Earth Station and the ORBIMAGE
control center located in the United States designated by ORBIMAGE. NTT DATA
shall obtain and maintain during the term of this Agreement all approvals or
licenses of all governmental authorities within the Territory necessary to
construct, operate and maintain the Designated Earth Station and all other
approvals or licenses of any other governmental authorities necessary to
otherwise perform its obligations under this Agreement.



     (b) Reception Rights. Subject to the terms and conditions of this
Agreement, including, without limitation, Section 5, NTT DATA shall have the
following reception rights:




     (i) Exclusive Territory. NTT DATA shall have the right to receive
OrbView Data of the Exclusive Territory at the Designated Earth Station
when the High Resolution Satellites are within the Effective Imaging
Range of the Exclusive Territory, as follows:




     (A) NTT DATA shall have the right to receive on a priority
basis a maximum of twenty (20) OrbView Images of the Exclusive
Territory per day (“Priority OrbView Images”); and




     (B) Subject to satellite availability as determined by
ORBIMAGE, NTT DATA shall have the right to receive additional
OrbView Images of the Exclusive Territory (i) on a non-priority
basis (“Non-Priority OrbView Images”) and (ii) on a priority basis
(also referred to herein as “Priority OrbView Images”).




     (ii) Non-Exclusive Territory. Subject to satellite availability as
determined by ORBIMAGE, NTT DATA shall have the right to receive OrbView
Data of the Non-Exclusive Territory at the Designated Earth Station on a
priority basis (also referred to herein as “Priority OrbView Images”) and
on a non-priority basis (also referred to herein as “Non-Priority OrbView
Images”) when the High Resolution Satellites are within the Effective
Imaging Range of the Non-Exclusive Territory. Notwithstanding anything
in this Section 3(b)(ii) to the contrary, ORBIMAGE shall



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have the right to limit or terminate the rights of NTT DATA to
receive OrbView Data of the Non-Exclusive Territory as provided in
Section 2(e).




     (iii) Standard Operating Procedures. All requests for OrbView Data
hereunder will be in accordance with ORBIMAGE’s Standard Operating
Procedures, to be provided to NTT DATA by ORBIMAGE prior to the launch of
the first High-Resolution Satellite, as such procedures may be amended by
ORBIMAGE from time to time (the “Standard Operating Procedures”).



     (c) Reception of Recorded OrbView Data.




     (i) During the term of this Agreement and subject to the terms and
conditions hereof, NTT DATA shall have the non-priority right to receive
up to [************] OrbView Images per month of any area in the world
outside of the Territory, subject to satellite availability as determined
by ORBIMAGE (“Recorded OrbView Images”). NTT DATA shall also have the
right to receive Recorded OrbView Images on a priority basis subject to
satellite availability as determined by ORBIMAGE. For purposes of this
Agreement, the OrbView Data from which such images are generated shall be
referred to as “Recorded OrbView Data.” Recorded OrbView Data will be
stored on the High Resolution Satellite’s recorder and shall be delivered
to NTT DATA in such manner as ORBIMAGE shall determine. All requests for
Recorded OrbView Data shall be in accordance with ORBIMAGE’s Standard
Operating Procedures.




     (ii) Notwithstanding Section 3(c)(i) above, ORBIMAGE shall have the
right, on sixty (60) days prior written notice to NTT DATA, to limit or
terminate the rights of NTT DATA to receive Recorded OrbView Data of any
area of the world outside of the Territory if it would violate or
conflict with any agreements proposed to be entered into by ORBIMAGE with
any Person after the date of this Agreement (each, also a “Third-Party
Agreement”). If within fifteen (15) days of NTT DATA’s receipt of such
notice, NTT DATA provides ORBIMAGE with (A) a copy of all customer
agreements then in force which were entered into prior to the date of
ORBIMAGE’s notice which would be limited or prohibited by the Third-Party
Agreement (also, “Existing Customer Agreements”), and (B) a list of all
potential customers who were actively negotiating to purchase Value-Added
Products from NTT DATA on the date of such notice which would be limited
or prohibited by the Third-Party Agreement (also, “Potential Customers”),
then ORBIMAGE shall ensure that the Third-Party Agreement permits NTT
DATA to enter into and perform the identified sale agreements with the
Potential Customers on or before the expiration of said 60 day period and
to fulfill the terms of the Existing Customer Agreements. If NTT DATA
does not enter into such agreements with Potential Customers on or before
the expiration of said 60 day period, NTT DATA’s right to enter into such
agreements shall automatically terminate. Except for the Existing
Customer Agreements and any agreements entered into with Potential
Customers within said 60-day period, NTT DATA’s right to receive Recorded
OrbView Data of the applicable area of the world shall terminate as set
forth in said notice sixty (60) days after NTT DATA’s receipt of said
notice.



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     (d) OrbNet Archive.




     (i) Subject to the terms and conditions of this Agreement, NTT DATA
shall have the right to receive from the OrbNet Archive: (A) OrbView Data
for processing into, and distribution in the form of, Value-Added
Products (including Basic Products) in accordance with this Agreement,
and (B) Value-Added Products (including Basic Products) for distribution
in accordance with this Agreement. NTT DATA shall pay ORBIMAGE the
amounts set forth in Section 8(b) for all sales by NTT DATA and the
Subdistributors of such products




     (ii) NTT DATA acknowledges that ORBIMAGE sells products from the
OrbNet Archive through the internet worldwide and agrees that any such
sales to customers located in the Exclusive Territory shall not be deemed
to be a breach of NTT DATA’s exclusive distribution rights set forth in
Sections 2(a)(i), provided that ORBIMAGE shall pay NTT DATA the fees set
forth in Section 8(d)(ii) hereto on each such sale. While ORBIMAGE does
not intend to directly target such OrbNet internet sales to customers
located in the Exclusive Territory, NTT DATA acknowledges that ORBIMAGE’s
general marketing efforts for the OrbNet Archive may reach customers in
the Exclusive Territory and agrees that such marketing efforts, or sales
in the Exclusive Territory resulting therefrom, shall not be deemed a
breach of this Agreement.



     (e) Preferred Supplier. During the term of this Agreement, NTT DATA
agrees that ORBIMAGE shall be NTT DATA’s preferred supplier of one-meter and
two-meter panchromatic and four-meter multispectral satellite imagery of any
area in the world, and before purchasing such satellite imagery from any other
provider, NTT DATA will use its best efforts to acquire such imagery from
ORBIMAGE pursuant to the terms of this Agreement or, if terms are not otherwise
provided for herein, then on new terms and conditions to be agreed upon by the
parties in writing.



     (f) Receipt of Third-Party OrbView Data. NTT DATA agrees that during the
term of this Agreement, ORBIMAGE shall have the right to downlink Third-Party
OrbView Data to the Designated Earth Station free of charge, subject to NTT
DATA’s right to receive Priority Images and Non-Priority Images. NTT DATA
agrees that it shall promptly forward such data to ORBIMAGE upon receipt in
such form and in such manner as ORBIMAGE requests, and ORBIMAGE shall provide
the media required and shall pay the costs of shipment. Unless otherwise
prohibited by ORBIMAGE’s contractual arrangements with another ORBIMAGE
customer, NTT DATA shall have the right to distribute such Third-Party OrbView
Data pursuant to the terms of this Agreement. Section 8 sets forth the fees
payable to ORBIMAGE for the distribution of Third-Party OrbView Data. For
purposes of this Agreement, Third Party OrbView Data shall be deemed to be part
of the OrbNet Archive.



     (g) Restrictions on Use of OrbView Data, Basic Products and Value-Added
Products. NTT DATA shall not sell, distribute, transmit or otherwise
distribute any OrbView Data, Basic Products or Value-Added Products to (i) any
Person who is headquartered in, organized under the laws of or a citizen of any
country on the U.S. State Department list of terrorist countries, (ii) any
Person who is subject to sanctions administered by OFAC, including, without
limitation, Persons who are designated by OFAC from time to time as



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“Specially Designated Nationals or Blocked Persons,” or (iii) any Person
who under U.S. laws, regulations or orders is otherwise prohibited from
receiving such data or products.




     (h) Copies of OrbView Data. NTT DATA acknowledges that the DOC License
requires ORBIMAGE to make available to the government of any country unenhanced
OrbView Data concerning the territory under the jurisdiction of such government
as soon as such data is available on reasonable cost terms and conditions, if
requested by such country (a “Government Purchase”). In addition, as described
in Section 3(i), under the terms of the DOC License, the United States
Government has the right to purchase from ORBIMAGE OrbView Data downlinked to
the Designated Earth Station hereunder on reasonable cost terms and conditions
(also a “Government Purchase”). In order to ensure that ORBIMAGE can comply
with these requirements, NTT DATA shall generate copies of all OrbView Data
downlinked to the Designated Earth Station under this Agreement within ten (10)
days of reception and shall forward such copies to ORBIMAGE, at ORBIMAGE’s
expense, in the format indicated in the Standard Operating Procedures.
Notwithstanding the foregoing, NTT DATA shall not be required to deliver copies
of OrbView Data to ORBIMAGE as required by the preceding sentence if such
OrbView Data is ordered on behalf of a Japanese Government military, defense or
intelligence customer listed on Appendix C hereto for non-commercial use
(“Japanese Government Customers”), provided that (i) NTT DATA shall maintain at
its own expense a segregated archive of such OrbView Data, (ii) NTT DATA shall
not destroy or transfer control of such archive without first providing
ORBIMAGE with a copy of all OrbView Data contained in such archive, (iii) NTT
DATA shall provide ORBIMAGE with a copy of all OrbView Data contained in such
archive promptly upon the termination or expiration of this Agreement for any
reason, and (iii) in the event of a Government Purchase of any such OrbView
Data contained in said archive, at ORBIMAGE’s written request NTT DATA shall
promptly provide ORBIMAGE with a copy of the OrbView Data that is the subject
of such Government Purchase. NTT DATA may from time to time add additional
Japanese Government military, defense or intelligence customers to Appendix C
with ORBIMAGE’s prior written consent, which shall not be unreasonably
withheld.



     (i) U.S. Government Archival Sales. NTT DATA hereby acknowledges and
agrees that under the DOC License, the United States Government has the right
to purchase OrbView Data downlinked to the Designated Earth Station hereunder
for inclusion in the U.S. Department of Interior’s National Satellite Land
Remote Sensing Data Archive (the “DOI Archive”) for sale to the public on a
cost of fulfillment basis. NTT DATA hereby acknowledges that any sale of
OrbView Data from the DOI Archive to Persons in the Exclusive Territory shall
not be deemed to be a breach of NTT DATA’s exclusive distribution rights set
forth in Section 2(a)(i).


SECTION 4. ORBIMAGE RIGHTS AND OBLIGATIONS




     (a) High-Resolution Satellite Tasking; Transmission of OrbView Data.
Subject to the terms and conditions set forth herein, ORBIMAGE shall provide
NTT DATA with OrbView Data as requested by NTT DATA pursuant to Section 3.



     (b) Agreement Not to Appoint Other Distributors or License Other Earth
Stations in the Exclusive Territory.



ORBITAL IMAGING CORPORATION

CONFIDENTIAL AND PROPRIETARY INFORMATION




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     (i) During the term hereof, ORBIMAGE acknowledges and agrees that
NTT DATA shall be the sole and exclusive distributor of Basic Products
and Value-Added Products in the Exclusive Territory as provided herein
and that it shall not appoint another distributor in the Exclusive
Territory.




     (ii) Subject to Section 5 below, ORBIMAGE agrees that it shall not
downlink any OrbView Data to an earth station located in the Exclusive
Territory or license any Person to receive OrbView Data at an earth
station located in the Exclusive Territory, without NTT DATA’s prior
written consent.



     (c) Limitations on Obligations. Notwithstanding anything herein to the
contrary, ORBIMAGE’s obligations under this Agreement are limited by, and
ORBIMAGE shall have the right to curtail or terminate the transmission of
OrbView Data because of:




     (i) The technical limitations and capabilities of the
High-Resolution Satellites, including, without limitation, temporary
failures of the High-Resolution Satellites or related systems;




     (ii) The requirements of the Land Remote Sensing Policy Act;




     (iii) Any actions by the United States Government or any applicable
foreign governmental authority which limits or precludes ORBIMAGE’s
performance hereunder; or




     (iv) NTT DATA’s noncompliance with or breach of its obligations as
set forth herein, including, but not limited to, nonpayment of any
amounts required to be paid by NTT DATA hereunder.



     (d) Sales by ORBIMAGE Outside of the Exclusive Territory. Nothing in this
Agreement shall prevent ORBIMAGE or its other distributors and agents from
selling or otherwise distributing ORBIMAGE’s OrbView Data that was tasked at
NTT DATA’s request (including Recorded OrbView Data), or any Basic Products or
Value-Added Products created therefrom by ORBIMAGE or its distributors or
agents, to customers located outside of the Exclusive Territory; provided,
however, that ORBIMAGE shall pay NTT DATA the fee set forth in Section 8(d)(i)
for each sale by ORBIMAGE of any OrbView Data of the Territory, or any Basic
Products or Value-Added Products derived therefrom, to customers located
outside of the Exclusive Territory in order to compensate NTT DATA for the
acquisition costs of such OrbView Data.


SECTION 5. UNITED STATES GOVERNMENT AND OTHER USERS; PRIORITY




     (a) U.S. Government Users. No provision of this Agreement shall prevent
or restrict ORBIMAGE from granting the U.S. Government the right (a) to task
the High Resolution Satellites for imaging purposes when they pass over the
Territory, and (b) to receive for non-commercial purposes OrbView Data of the
Territory or any other area of the world via direct satellite downlink at an
earth station located inside or outside of the Territory



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or by any other method of delivery. NTT DATA hereby acknowledges that it
is aware of ORBIMAGE’s obligations to deliver imagery from the OrbView-4
satellite to the U.S. Air Force on a first priority basis under an existing
contract with the U.S Air Force (the “U.S. Air Force Contract”), and agrees
that under no circumstances shall ORBIMAGE’s compliance with such contract
constitute a breach of this Agreement.




     (b) U.S. Government Priority. Notwithstanding anything else in this
Agreement to the contrary, NTT DATA’s right to receive OrbView Data under
Section 3 of this Agreement shall be subject to the following U.S. Government
priority requirements: If there is a conflict between an NTT DATA request for
OrbView Data and a U.S. Government national security request or a request under
the U.S. Air Force Contract, then the U.S. Government or U.S. Air Force request
shall have first priority. The fulfillment of any such U.S. Government
priority requests shall not be deemed a breach of this Agreement and NTT DATA’s
sole remedy therefor shall be pursuant to Section 10(a).



     (c) Notwithstanding herein anything to the contrary, NTT DATA’s rights
under this Agreement are subject to the following limitations:



[****************************]



SECTION 6. EARTH STATION PROCUREMENT




     NTT DATA acknowledges that in order to receive and process OrbView Data
from the High Resolution Satellites, it must use certain proprietary hardware
and software developed by ORBIMAGE or its affiliates. NTT DATA agrees to
procure from ORBIMAGE (or its designee) the necessary hardware and software
required to construct a new Designated Earth Station capable of receiving and
processing OrbView Data. The terms and conditions of such procurement shall be
governed by a separate agreement to be negotiated in good faith by the parties.
If ORBIMAGE (or its designee) and NTT DATA do not enter into an earth station
procurement agreement acceptable to both parties within sixty (60) days after
the date of this Agreement, ORBIMAGE and NTT DATA shall each have the right to
terminate this Agreement with immediate effect by written notice to the other,
without any liability to either party hereunder.


SECTION 7. INTELLECTUAL PROPERTY RIGHTS




     (a) Ownership of OrbView Data. NTT DATA agrees that (i) ORBIMAGE has sole
and exclusive title to and ownership of all copyrights, trade secrets, patents,
and other intellectual property rights in (A) the OrbView Data, (B) Value-Added
Products (including Basic Products) obtained from the OrbNet Archive, and (C)
any graphic or other representations thereof, and that NTT DATA shall not have
any rights of ownership therein, (ii) ORBIMAGE’s copyright in OrbView Data
shall arise upon the first fixation and creation



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of OrbView Data, which NTT DATA agrees shall occur upon generation thereof
by the High-Resolution Satellites, and (iii) all issues arising out of or
relating to copyrights, trade secrets, patents, and other intellectual property
rights in the OrbView Data, Value-Added Products (including Basic Products)
obtained from the OrbNet Archive, and in any graphic representation thereof
shall be governed by the laws of the United States of America and/or the
Commonwealth of Virginia, as applicable.




     (b) Copyright License. ORBIMAGE hereby grants to NTT DATA the right and
license to make derivative works based upon (A) the OrbView Data or (B)
Value-Added Products (including Basic Products) obtained from the OrbNet
Archive, and to use, reproduce, distribute, transmit, perform and display
publicly the resulting Basic Products and Value-Added Products (including Basic
Products) and/or any graphic or other representations thereof, subject to the
terms and conditions of this Agreement, including, without limitation, the
territorial limitations set forth in Sections 2(a), 2(b) and 2(d). ORBIMAGE
shall not own the media on which OrbView Data, Basic Products or Value-Added
Products are recorded by NTT DATA or its Subdistributors.



     (c) Ownership of Value-Added Products. ORBIMAGE agrees that NTT DATA has
sole and exclusive title to and ownership of all copyrights, trade secrets,
patents, and other intellectual property rights in the Value-Added Products
(including Basic Products) it creates based upon OrbView Data or Value-Added
Products (including Basic Products) hereunder and in any graphic or other
representations thereof, subject to ORBIMAGE’s or its distributor’s copyrights
and other intellectual property rights in the preexisting (i) OrbView Data
and/or (ii) Value-Added Products (including Basic Products) obtained from the
OrbNet Archive which are incorporated in the Value-Added Products (including
Basic Products) created by NTT DATA. ORBIMAGE and NTT DATA agree that all
issues arising out of or relating to copyrights, trade secrets, patents, and
other intellectual property rights in (i) the Value-Added Products (including
Basic Products) created by NTT DATA, (ii) the preexisting OrbView Data and/or
Value-Added Products (including Basic Products) owned by ORBIMAGE or its
distributors, and (iii) any graphic representation thereof, shall be governed
by the laws of the United States of America and/or the Commonwealth of
Virginia, as applicable.



     (d) Non-Circumvention. NTT DATA agrees that ORBIMAGE may, at any time
during the term of this Agreement, at its own expense, adopt technological
systems for the purpose of preventing or reducing unauthorized reproduction of
the OrbView Data and Value-Added Products (including Basic Products) provided
to NTT DATA hereunder, including, but not limited to, inclusion of a “digital
watermark” system, and NTT DATA agrees that it shall cooperate with ORBIMAGE’s
reasonable requests in ORBIMAGE’s implementing of any such technological
systems. NTT DATA further agrees and acknowledges not to circumvent such
systems or to assist or encourage others to circumvent such systems.



     (e) Trademark Ownership and License. NTT DATA agrees that ORBIMAGE has
sole and exclusive title to the ORBIMAGE Trademarks, and that NTT DATA shall
not have any rights of ownership therein. NTT DATA further agrees that all
good will with respect to the use of the ORBIMAGE Trademarks shall be owned by,
and shall inure to the benefit of, ORBIMAGE. ORBIMAGE hereby grants to NTT
DATA a non-exclusive, royalty-free, fully



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paid-up license to use the ORBIMAGE Trademarks in connection with the
advertising, promotion and sale of Basic Products and Value-Added Products
and/or any graphic representations thereof, on the terms and conditions set
forth in this Agreement. NTT DATA further agrees that (i) ORBIMAGE may,
reasonably require that one or more of the ORBIMAGE Trademarks be reproduced or
“burned in” on all copies of OrbView Data and Value-Added Products (including
Basic Products) produced by ORBIMAGE, and (ii) ORBIMAGE may, in its sole
discretion, register the ORBIMAGE Trademarks in any country or jurisdiction
within the Territory, and that NTT DATA shall cooperate with ORBIMAGE in such
registration. NTT DATA further agrees to comply with ORBIMAGE’s reasonable
instructions with respect to the use of any ORBIMAGE Trademarks.




     (f) Obligation to Protect. NTT DATA agrees to use reasonable commercial
efforts to protect ORBIMAGE’s proprietary rights in (i) the OrbView Data, (ii)
Value-Added Products (including Basic Products) obtained from the OrbNet
Archive, (iii) the ORBIMAGE Trademarks, and (iv) any other ORBIMAGE
intellectual property rights related thereto, in a manner consistent with this
Section 7, and to cooperate in ORBIMAGE’s reasonable efforts to protect such
proprietary rights. NTT DATA agrees to promptly notify ORBIMAGE in writing of
any known or suspected breach of any such proprietary rights that come to NTT
DATA’s attention. Notwithstanding the foregoing, ORBIMAGE agrees that NTT DATA
shall have no liability to ORBIMAGE in the event that a third party in the
Territory infringes upon such proprietary rights, provided that NTT DATA did
not directly or indirectly cause or permit such third-party infringement to
occur.



     (g) Legend.




     (i) NTT DATA shall (i) print in a noticeable fashion the following
notice on all copies of Basic Products and Value-Added Products it
creates, and (ii) require its customers to agree in writing that they
will print in a noticeable fashion the following notice on all copies of
such Basic Products and Value-Added Products generated by such customers
provided to them in data form:




	 	 	“Produced under license from, and contains copyrighted material of,
Orbital Imaging Corporation. All Rights Reserved.”






     (ii) NTT DATA shall (i) print in a noticeable fashion the following
notice on all copies of Basic Products and Value-Added Products it
obtains from the OrbNet Archive, and (ii) require its customers to agree
in writing that they will print in a noticeable fashion the following
notice on all copies of such Basic Products and Value-Added Products
generated by such customers provided to them in data form:




	 	 	“© [year] Orbital Imaging Corporation. All Rights Reserved.”




SECTION 8. PAYMENT TERMS




     (a) Processing Fees for OrbView Data Contained in the Unprocessed Data
Archive.



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     (i) Initial Processing Fee.




     (A) Tasked OrbView Data. NTT DATA agrees to pay ORBIMAGE the
following initial processing fees for OrbView Data received by NTT
DATA pursuant to Section 3(b):
[*************************************] (each, an “Initial
Processing Fee”).




     (B) Recorded OrbView Data. NTT DATA agrees to pay ORBIMAGE
the following initial processing fees for Recorded OrbView Data:
[*****************************************] (each, also an “Initial
Processing Fee”).




     (ii) Additional Processing Fee. NTT Data agrees to pay ORBIMAGE an
additional processing fee equal to [*************************] each time
it creates a new type of Value-Added Product (including Basic Products)
from an OrbView Image in the Unprocessed Data Archive or the Product
Archive, as described in Section 2(b)(ii) (the “Additional Processing
Fee”).




     (iii) Payment terms. Initial Processing Fees shall be payable on a
monthly basis as provided in Section 8(e) based upon the month in which
the applicable OrbView Data is received by NTT DATA, whether or not NTT
DATA ever processes the OrbView Data. Additional Processing Fees shall
be payable on a monthly basis as provided in Section 8(e) based upon the
month in which the additional processing was performed. The Initial and
Additional Processing Fees are payable whether or not NTT DATA sells any
resulting Basic Products or Value-Added Products.



     (b) Sales by NTT DATA of Basic and Value-Added Products from the OrbNet
Archive.




     (i) Sales of Basic Products. NTT DATA shall pay ORBIMAGE
[******************************************] per OrbView Image for the
first sale to a customer of each Basic Product obtained by NTT DATA from
the OrbNet Archive, whether such sale is made by NTT DATA or its
Subdistributors. In addition, NTT DATA agrees that it shall pay ORBIMAGE
[********************************] per OrbView Image for each subsequent
sale of such Basic Product to a customer, whether such sale is made by
NTT DATA or its Subdistributors.




     (ii) Sales of Value-Added Products. NTT DATA shall pay ORBIMAGE the
following amounts for sales to customers in the Territory of Value-Added
Products (not including Basic Products) obtained from the OrbNet Archive
or Value-Added Products created from OrbView Data or Value-Added Products
(including Basic Products) obtained from the OrbNet Archive:




     (A) NTT DATA and ORBIMAGE shall agree in writing, on a
case-by-case basis, to the fees payable by NTT DATA from the sale
of Value-Added Products (not including Basic Products) obtained
from the OrbNet



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Archive, whether sold by NTT DATA or the Subdistributors.




     (B) NTT DATA and ORBIMAGE shall agree in writing, on a
case-by-case basis, to the fees payable by NTT DATA from the sale
of Value-Added Products created by NTT DATA or the Subdistributors
from OrbView Data or Value-Added Products (including Basic
Products) obtained from the OrbNet Archive.




     (iii) Payment terms. Amounts due under this Section 8(b) shall be
payable on a quarterly basis as provided in Section 8(e) based upon the
quarter in which the Value-Added Products (including Basic Products) are
sold by NTT DATA or its Subdistributors.



     (c) Guaranteed Annual Minimum. In consideration of this Agreement, NTT
DATA shall pay ORBIMAGE minimum fees in the amount of Five Million Dollars
($5,000,000.00 USD) per Operational Year during the term of this Agreement (the
“Guaranteed Annual Minimum”). If, at the end of any Operational Year, the fees
paid by NTT DATA pursuant to Section 8(a) and 8(b) are less than the amount of
the Guaranteed Annual Minimum for that year, then NTT DATA shall pay ORBIMAGE
the balance within thirty (30) days of NTT DATA’s receipt of ORBIMAGE’s invoice
for such amount.



     (d) Sales by ORBIMAGE.




     (i) ORBIMAGE shall pay NTT DATA [********************] per OrbView
Image for each sale by ORBIMAGE of any OrbView Data, Basic Products and
Value-Added Products pursuant to Section 4(d).




     (ii) ORBIMAGE shall pay NTT DATA the following amounts for each sale
of Value-Added Products (including Basic Products) from the OrbNet
Archive via the internet to a customer located in the Exclusive
Territory:



[************************************]




     (e) Payments by NTT DATA.




     (i) Monthly Reports. No later than the seventh (7th) business day
of each month during each Operational Year, ORBIMAGE shall have received
from NTT DATA a report listing (A) the number of OrbView Images subject
to the Initial Processing Fee and the Additional Processing Fee during
the previous month, and (B) such other information as ORBIMAGE shall
reasonably request solely for the purpose of confirming the amounts owed
by NTT DATA hereunder.




     (ii) Invoices. ORBIMAGE shall invoice NTT DATA on a monthly basis
in arrears for all amounts due under this Agreement, based on the
applicable monthly report or estimate of sales, less any amounts owed to
NTT DATA pursuant to Section 8(d). Such invoice shall be accompanied by a
report for the applicable period listing



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	 	(A) the number of OrbView Images sold by ORBIMAGE subject to Section
8(d)(i), (B) the number of Value-Added Products (including Basic
Products) sold by ORBIMAGE subject to Section 8(d)(ii), and (C) such
other information as NTT DATA shall reasonably request solely for the
purpose of confirming the amounts owed by ORBIMAGE under Section 8(d).
To the extent required by applicable law, such invoices shall include any
taxes or other charges required to be paid by NTT DATA, including,
without limitation, sales taxes. NTT DATA shall pay all such invoices in
full within thirty (30) days of receipt.





     (f) Records. NTT DATA shall keep accurate records of its activities
hereunder that give rise to its payment requirements under this Agreement.
Such records shall be in a form that is sufficient to demonstrate compliance
with the provisions of this Agreement. This obligation shall survive two (2)
years following termination of this Agreement.



     (g) Audit Rights. ORBIMAGE shall have the right to audit (under a duty of
confidentiality) NTT DATA’s records, including the NTT DATA Archives, for the
sole purpose of confirming any amounts payable to ORBIMAGE by NTT DATA
hereunder, by giving thirty (30) days written notice to NTT DATA. The audit
shall be carried out by ORBIMAGE or its representatives. NTT DATA shall make
its records available to ORBIMAGE during normal business hours, within thirty
(30) days of its receipt of ORBIMAGE’s written request. ORBIMAGE shall
complete its audit within fifteen (15) days of obtaining access to such
records, and shall deliver its results to NTT DATA within thirty (30) days of
the completion of the audit. The costs of the audit shall be borne by
ORBIMAGE, unless it is determined that NTT DATA has underpaid amounts due to
ORBIMAGE hereunder by more than five percent (5%), in which case NTT DATA shall
pay for the cost of the audit. NTT DATA shall promptly pay any amounts
determined to be owed as a result of such audit. This Section 8(g) shall
survive for two (2) years following termination of this Agreement.



     (h) Late Fees. All amounts due but remaining unpaid after payment is due
under this Section 8 shall bear interest from the due date until paid at the
rate equal to the prime rate announced by Morgan Guarantee Trust Company of New
York from time to time plus two percent (2%) during the period of nonpayment.


SECTION 9. TAXES




     (a) It is the intention of the parties hereto that ORBIMAGE shall not be
responsible for the payment of any taxes, other than ORBIMAGE’s U.S. Income
Taxes, with respect to any actions of or payments by ORBIMAGE or NTT DATA
pursuant to this Agreement. Accordingly, all payments owed by NTT DATA to
ORBIMAGE hereunder shall be made free and clear of any deductions or
withholding for taxes, contributions or otherwise and of any liability
therefor. In the event NTT DATA is required by law to withhold any amount from
any payment made hereunder, the relevant amount payable shall be increased by
such amount as is necessary to make the actual amount received by ORBIMAGE
after such withholding equal to the amount that would have been received had no
withholding been required, and NTT DATA shall make such withholding and pay the
amount withheld to the relevant taxation authority. NTT DATA shall obtain from
the



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applicable taxing authority and forward to the other party a certificate
of payment of such withholding tax or deduction in such form as shall be
acceptable to the tax authorities having jurisdiction over ORBIMAGE.




     (b) In the event that any jurisdiction (including, without limitation, any
jurisdiction in the Territory) imposes or seeks to impose any taxes, other than
U.S. Income Taxes, on ORBIMAGE as a result of or in connection with ORBIMAGE’s
performance of this Agreement or its receipt of payment hereunder, NTT DATA
shall indemnify and hold harmless ORBIMAGE, on an after-tax basis, for the full
amount of (i) any such additional taxes required to be paid by ORBIMAGE, (ii)
any penalties, interests or additions thereon, (iii) any expenses incurred by
ORBIMAGE in connection with contesting the imposition of such additional taxes,
and (iv) any other costs or expenses incurred by ORBIMAGE in connection
therewith.


SECTION 10. SYSTEM OUTAGES AND FAILURE




     (a) System Outages. In the event that:




     (i) ORBIMAGE is unable to effect taskings of, or deliver to NTT DATA
OrbView Data from, the High Resolution Satellites as a result of a
limitation contemplated by Section 4(c)(i)-(iii) above or a conflict
described in Sections 5(b) or 5(c), for thirty (30) consecutive days;




     (ii) The High-Resolution Satellites do not meet the Performance
Parameters for thirty (30) consecutive days; or




     (iii) NTT DATA’s business is materially effected over a minimum
period of six (6) months as a result of ORBIMAGE entering into a Third
Party Agreement with a Person in a country located in the Non-Exclusive
Territory; then




     (iv) ORBIMAGE and NTT DATA shall negotiate in good faith to modify
the provisions of this Agreement relating to the Guaranteed Annual
Minimum and/or other amounts payable hereunder or extending the term of
this Agreement, as is reasonable and appropriate under the circumstances.
NTT DATA acknowledges and agrees that the foregoing shall be its sole
remedy in the event of an occurrence described in this Section 10(a).



     (b) Satellite Failure. Notwithstanding Section 10(a):




     (i) If ORBIMAGE determines in its sole discretion that one (1) High
Resolution Satellite has failed such that ORBIMAGE cannot effect taskings
for or transmit data to NTT DATA with that satellite, ORBIMAGE and NTT
DATA shall negotiate in good faith to modify the provisions of this
Agreement as provided in Section 10(a)(ii). NTT DATA acknowledges and
agrees that the foregoing shall be its sole remedy in the event of an
occurrence described in this Section 10(b)(i).




     (ii) If ORBIMAGE determines in its sole discretion that both the



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	 	OrbView-3 and OrbView-4 satellites have failed such that ORBIMAGE
cannot effect taskings for or transmit data to NTT DATA, ORBIMAGE and NTT
DATA shall each be entitled to terminate this Agreement with immediate
effect by written notice to the other. In such event, ORBIMAGE’s sole
liability to NTT DATA shall be to refund any amounts paid by NTT DATA for
OrbView Data it has ordered but not received from ORBIMAGE. NTT DATA
acknowledges and agrees that the foregoing shall be its sole remedy in
the event of an occurrence described in this Section 10(b)(ii).




SECTION 11. TERM; TERMINATION




     (a) Term. Subject to this Section 11, the term of this Agreement shall
commence on the date hereof and shall continue in effect for a period of three
(3) years following the Operational Date.



     (b) Termination by ORBIMAGE. This Agreement may be terminated by ORBIMAGE
at any time after the occurrence of any of the following events:




     (i) NTT DATA shall fail to pay the Guaranteed Annual Minimum or any
other amount when due hereunder, and such failure shall remain uncured
for a period of twenty (20) days after the due date thereof;




     (ii) NTT DATA shall breach its obligations under Sections 3(g), 3(h)
or 15;




     (iii) NTT DATA shall breach any of its representations, warranties,
covenants or other obligations under this Agreement (other than its
payment obligations hereunder or its obligations under Sections 3(g),
3(h) or 15), and such breach shall remain uncured for a period of thirty
(30) days after receipt by NTT DATA of written notice thereof;




     (iv) The failure of the OrbView-3 and OrbView-4 satellites, in which
case ORBIMAGE shall be entitled to terminate this Agreement pursuant to
Section 10(b)(ii);




     (v) Any amendment to or termination of the DOC License which results
in ORBIMAGE being unable to perform its obligations hereunder;




     (vi) Any law, regulation or order is enacted or adopted by the
United States Government or any applicable foreign governmental authority
that limits or prohibits ORBIMAGE from (A) causing OrbView Data to be
downlinked in the Exclusive Territory, (B) delivering OrbView Data to NTT
DATA, or (C) otherwise performing its obligations hereunder;




     (vii) NTT DATA shall become insolvent, admit in writing its
inability to pay its debts as they become due, make a general assignment
for the benefit of creditors, suffer or permit the appointment of a
receiver for its business or assets, initiate or become subject to any
proceeding under any bankruptcy or insolvency law,



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	 	whether domestic or foreign, or liquidate or wind up, voluntarily or
otherwise.





     (c) Termination by NTT DATA. This Agreement may be terminated by NTT DATA
at any time after the occurrence of any of the following events:




     (i) ORBIMAGE shall fail to observe or perform or breach any of its
covenants, representations, warranties or other obligations under this
Agreement (unless such failure is permitted under Section 4(c)), and such
failure to observe or perform shall remain uncured for a period of thirty
(30) days after receipt by ORBIMAGE of written notice thereof;




     (ii) The failure of the OrbView-3 and OrbView-4 satellites, in which
case NTT DATA shall be entitled to terminate this Agreement pursuant to
Section 10(b)(ii); and




     (iii) ORBIMAGE shall become insolvent, admit in writing its
inability to pay its debts as they become due, make a general assignment
for the benefit of creditors, suffer or permit the appointment of a
receiver for its business or assets, initiate or become subject to any
proceeding under any bankruptcy or insolvency law, whether domestic or
foreign, or liquidate or wind up, voluntarily or otherwise.



     (d) Termination Due to DOC Disapproval. The parties acknowledge that this
Agreement is subject to review and approval by the DOC. This agreement shall
automatically terminate with no further action required by either party and
with no liability to either party if (i) DOC disapproves the Agreement, or (ii)
DOC approves the Agreement subject to certain conditions, and sixty (60) days
after receiving notice of such conditions the parties are unable after good
faith negotiations to agree on an amendment hereto that satisfactorily
addresses such conditions.



     (e) Deployment of ORBIMAGE System. NTT DATA acknowledges that the High
Resolution Satellites are currently under development and construction and have
not been deployed. It is ORBIMAGE’s intent to complete the development,
construction and deployment of the OrbView-3 and OrbView-4 satellites.
Notwithstanding the foregoing, nothing contained in this Agreement shall
prevent ORBIMAGE or its affiliates from terminating the development,
construction or deployment of the OrbView-3 or OrbView-4 satellites, and in
such event, ORBIMAGE shall be entitled to terminate this Agreement by giving
NTT DATA thirty (30) days written notice. ORBIMAGE shall have no liability to
NTT DATA as a result of a termination of this Agreement pursuant to this
Section 11(e).



     (f) Termination of Subdistributor Agreements. In the event of the
occurrence of any of the following events of default under a Subdistributor
Agreement, ORBIMAGE shall have the right to require NTT DATA to immediately
terminate such agreement: A Subdistributor shall breach any of its obligations
contained in its Subdistributor Agreement comparable to those set forth in the
terms and conditions of Sections 2(a), 2(d), 2(e), 3(g), 7, 8(f), 8(g), 13 and
15 hereof, or any such other terms and conditions of this Agreement required to
be passed through to the Subdistributor pursuant to Section 2(c) (and NTT DATA
shall provide ORBIMAGE with prompt notice of any such breach).



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     (g) Option to Extend Term. NTT DATA shall have the option to extend this
Agreement for an additional term of two (2) years by giving written notice to
ORBIMAGE not less that twelve (12) months prior to the end of the initial term.



     (h) Ratification and Approval. Each of ORBIMAGE and NTT DATA acknowledge
and agree that this Agreement is subject to the ratification and approval of
their respective Boards of Directors. In the event that this Agreement has not
been ratified and approved by the Board of Directors of NTT DATA and ORBIMAGE
within sixty (60) days of the date of this Agreement, this Agreement shall
automatically terminate without any liability to either party and without any
further action being required of either party.


SECTION 12. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION




     (a) Representations and Warranties. Each of ORBIMAGE and NTT DATA
represents and warrants to the other as follows:




     (i) Such party is duly organized and in good standing under the laws
of its jurisdiction of organization and in each other jurisdiction where
such organization or good standing is required for the performance of
this Agreement;




     (ii) Such party has the power and authority, corporate or otherwise,
to enter into this Agreement and to perform its obligations hereunder,
and the execution, delivery and performance of the Agreement by such
party has been duly authorized by all necessary action;




     (iii) The Agreement has been duly executed and delivered by such
party and constitutes a legally valid and binding obligation of such
party, enforceable against such party in accordance with its terms; and




     (iv) Such party’s entry into and performance under this Agreement
does not violate its certificate of incorporation, bylaws or similar
constituent documents, or any law, rule or regulation, judicial,
administrative or executive order, or contractual commitment by which
such party or its assets is bound.



     (b) Indemnification. Each of ORBIMAGE and NTT DATA (each, an
“Indemnifier”) agrees to indemnify and hold harmless the other (the
“Indemnitee”) from and against all claims, demands or liabilities (including
reasonable attorneys’ fees) asserted by third parties against the Indemnitee
arising out of or in connection with the Indemnifier’s breach or asserted
breach of this Agreement or any representations, warranties, covenants or
agreements contained herein. This indemnification obligation shall survive the
expiration or termination of this Agreement.


SECTION 13. LIMITED WARRANTY; LIMITATION OF LIABILITY




     (a) Limited Warranty.



ORBITAL IMAGING CORPORATION

CONFIDENTIAL AND PROPRIETARY INFORMATION




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     (i) ORBIMAGE hereby warrants to NTT DATA that any OrbView Data
supplied by ORBIMAGE to NTT DATA hereunder will, for ninety (90) days
from the date of delivery to NTT DATA be free from defects in media and
substantially conform to ORBIMAGE’s specifications when used on
appropriate computer hardware.




     (ii) NTT DATA hereby warrants to ORBIMAGE that any OrbView Data
supplied by NTT DATA to ORBIMAGE hereunder will, for ninety (90) days
from the date of delivery to ORBIMAGE be free from defects in media and
substantially conform to NTT DATA’s specifications when used on
appropriate computer hardware.



     (b) DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN SECTION 13(A), EACH
OF NTT DATA AND ORBIMAGE HEREBY ACKNOWLEDGE AND AGREE THAT THE OTHER PARTY HAS
NOT MADE NOR SHALL IT BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES
BEING PROVIDED BY NTT DATA AND ORBIMAGE, AS THE CASE MAY BE, HEREUNDER. TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF NTT DATA AND ORBIMAGE EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW, COURSE OF
PERFORMANCE, CUSTOM OR USAGE IN THE TRADE OR OTHERWISE, WITH RESPECT TO ANY
PRODUCTS OR SERVICES TO BE PROVIDED BY SUCH PARTY HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR AGAINST INFRINGEMENT. Without limitation of the foregoing, neither
NTT DATA nor ORBIMAGE represent or warrant that the services and products to be
provided by them hereunder shall be provided free of omissions, errors delays
or interruptions.



     (c) Warranties by Parties. Neither NTT DATA nor ORBIMAGE shall make any
warranty’s, representations or guarantees, whether written or oral, on the
other party’s behalf.



     (d) Limitation of Liability.




     (i) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT
SHALL ORBIMAGE OR NTT DATA HAVE ANY LIABILITY OR OBLIGATION TO THE OTHER
OR THEIR RESPECTIVE CUSTOMERS OR ANY OTHER THIRD PARTY UNDER THIS
AGREEMENT FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, OR
FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES HEREUNDER, WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE, EVEN IF ORBIMAGE OR NTT DATA, AS THE CASE MAY BE, HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.




     (ii) ORBIMAGE’S ENTIRE LIABILITY TO NTT DATA FOR ANY AND ALL CLAIMS,
DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER



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	 	LIABILITIES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
ATTORNEYS’ FEES, INCURRED BY NTT DATA IN CONNECTION WITH ORBIMAGE’S
PRODUCTION AND DELIVERY OF ORBVIEW DATA TO NTT DATA HEREUNDER SHALL, IN
EACH INSTANCE, BE LIMITED TO THE FEES ACTUALLY PAID BY NTT DATA FOR SUCH
ORBVIEW DATA (“IMAGERY-RELATED LIABILITIES”). ORBIMAGE SHALL HAVE NO
LIABILITY TO NTT DATA OF ANY NATURE WHATSOEVER RELATED TO OR ARISING FROM
NTT DATA’S CREATION, DISTRIBUTION AND/OR SALE OF BASIC PRODUCTS AND
VALUE-ADDED PRODUCTS.




SECTION 14. DISPUTE RESOLUTION




     (a) Arbitration. Any controversy or claim in respect of this Agreement or
the performance hereunder by either party hereto shall be settled by final and
binding arbitration administered by the American Arbitration Association
(“AAA”) in accordance with the International Arbitration Rules of the AAA then
in effect (the “Rules”) (to the extent not modified by this Section 14). In
the event that more than one claim or controversy arises under this Agreement,
such claims or controversies may be consolidated in a single arbitral
proceeding. The arbitral tribunal shall be composed of three (3) arbitrators,
of which one arbitrator shall be appointed by each party and the third shall be
appointed by the two arbitrators or the AAA, as provided herein. Either party
may initiate arbitration hereunder by written notice to the other and the AAA,
which notice shall include the appointment of such party’s arbitrator. Notice
to the AAA shall be sent to its International Center located at 140 West 51st
Street, New York, New York 10020-1203. The other party shall appoint its
arbitrator within thirty (30) days of its receipt of said notice. If such
party fails to appoint its arbitrator within such time period, the AAA shall
appoint the second arbitrator. Within fifteen (15) days of the appointment of
the second arbitrator, the two arbitrators shall appoint the third arbitrator,
who shall be expert in satellite remote sensing systems and shall act as the
chairman of the arbitral tribunal. If the two arbitrators are unable to agree
on the third arbitrator within such time period, the AAA shall appoint the
third arbitrator. The two arbitrators appointed by the parties shall be expert
in international commercial and contractual disputes. The arbitrators shall be
fluent in English and the arbitration shall be conducted in English. The
arbitration shall be held in Toronto, Canada. In resolving the dispute, the
arbitral tribunal shall apply the laws of the Commonwealth of Virginia, without
giving effect to the conflict of law rules thereof. Judgment upon any award
rendered by the arbitrators may be entered in any U.S. or non-U.S. court having
jurisdiction over the matter. The parties agree that if it becomes necessary
for any party to enforce an arbitral award by a legal action or additional
arbitration or judicial methods, the party against whom an award is enforced
shall pay all reasonable costs and attorneys’ fees incurred by the party
seeking to enforce the award.



     (b) Consent to Jurisdiction. To the fullest extent permitted by law, the
parties waive all requirements as to personal jurisdiction with respect to any
judicial enforcement of the arbitration award or any judicial proceeding to
enforce this arbitration provision.



     (c) Continuing Obligations. The existence of any dispute between the
parties, whether the same is the subject of an arbitration proceeding or not,
shall not relieve the



ORBITAL IMAGING CORPORATION

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parties of their obligations under this Agreement.




     (d) Access to ORBIMAGE System. Pending a final determination by the
arbitrators, if NTT DATA is in default on its payment obligations under this
Agreement or if the dispute subject to the arbitration relates to any U.S. law
or regulation which might require ORBIMAGE to limit or terminate NTT DATA’s
right to receive OrbView Data, then ORBIMAGE shall have the right to limit or
terminate NTT DATA’s ability to receive OrbView Data upon the commencement of
an arbitration proceeding, and in the event ORBIMAGE elects to exercise such
right and notwithstanding any determination by the arbitrators, ORBIMAGE shall
have no liability to NTT DATA as a result of such limitation or termination of
access unless ORBIMAGE acted in bad faith in limiting or terminating NTT DATA’s
access.



     (e) Exclusive Remedy. The rights of the parties under this Section 14
shall be the exclusive remedy with respect to any dispute regarding any matter
covered by this Agreement.



     (f) Injunctive Relief. Notwithstanding Section 14(e), NTT DATA agrees
that in the event that it breaches the provisions of Section 7 or the
Non-Disclosure Agreement described in Section 16, ORBIMAGE would be irreparably
injured and that the remedies available under this Section 14 or at law for
such breach would be inadequate. In such event, NTT DATA agrees that ORBIMAGE
shall be entitled to temporary or other injunctive relief, including, without
limitation, specific performance, without necessity of proving monetary damages
or posting a bond, pending final resolution of the matter in accordance with
this Section 14.


SECTION 15. COMPLIANCE WITH LAWS




     (a) DOC License. NTT DATA acknowledges that this Agreement, and the
performance of the parties hereunder, is subject to the terms and conditions of
the DOC License. Among other things, and without limitation, the DOC License
requires ORBIMAGE to operate the High Resolution Satellites in a manner that
preserves the United States national security and observes international
obligations and foreign policies of the United States and that NTT DATA abide
by the terms and conditions of the DOC License addressing United States
national security, international obligations and foreign policies. NTT DATA
hereby agrees that it shall abide by the terms and conditions of the DOC
License addressing United States national security and international
obligations and foreign policies. In addition, NTT DATA agrees to abide by all
other terms and conditions of the DOC License and any other obligations that
may be imposed from time to time pursuant to the DOC License.



     (b) Compliance with United States and Japanese Laws. Each Party shall
comply with all applicable laws and regulations of both the United States and
Japan in the performance of its respective obligations under this Agreement.
U.S. laws include, but are not limited, to the Land Remote Sensing Policy Act
and the FCPA.



     (c) Corruption of Public Officials in International Business
Transactions;



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Indemnification.





     (i) Commencing with the parties negotiations resulting in this
Agreement, and continuing during the term hereof and any extensions, each
of ORBIMAGE and NTT DATA agree that its employees, agents,
representatives, officials, board members (including family members of
any of the foregoing), shall not offer, promise or give any undue
pecuniary or other advantage, whether directly or through any
intermediaries, to a public official or one acting in the capacity of a
public official (whether elected, appointed or otherwise selected for
that public official position and whether such position be with a local,
regional or national governmental entity or international organization),
in order to induce, influence or request that the official (or relevant
third party) act, or refrain from acting, in the performance of official
duties, in order to obtain or retain business or to secure an improper
advantage in the conduct of any business related to this Agreement.




     (ii) Notwithstanding the foregoing, ORBIMAGE and NTT DATA agree that
the obligations in Section 15(c)(i) above:




     (A) Do not apply to any facilitating or expediting payments to
such public official to secure the performance of routine
governmental actions (an action which is ordinarily and commonly
performed by a foreign official, such as processing governmental
papers or providing utility services); or




     (B) Payments that were (or will be) made as a reasonable and
bona fide expenditure (such as travel and lodging expenses) that is
properly and openly recorded in the books and accounts of the
expending party and such expense was directly related to the
promotion, demonstration or explanation of either such party’s
products or services ; or was directly related to the execution or
performance of a contract with either party’s government or agency
thereof.




     (iii) The party failing to comply with Section 15(c)(i) above, or
whose actions are not permitted by Section 15(c)(ii) above, shall
indemnify and hold harmless the other from and against any and all
damages, suffered by the other party as a result of the failing party’s
action(s) or inactions(s) under this Section 15(c). Such damages shall
be paid by the failing party to the other party on demand.



     (d) Export Controls and Licenses.




     (i) Each of ORBIMAGE and NTT DATA acknowledges and agrees that
performance of the Agreement is subject to the export control laws and
regulations of the United States and Japan. Such controls include, but
are not limited to, the United States Arms Export Control Act as amended,
the Export Administration Act as amended, the International Traffic in
Arms Regulations as amended, and the Export Administration Regulations as
amended.




     (ii) ORBIMAGE shall be responsible for securing any licenses
containing terms and conditions necessary to export any articles,
equipment, technical data, or



ORBITAL IMAGING CORPORATION

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	 	software in furtherance of this Agreement from the United States to
Japan. Similarly, NTT DATA shall be responsible for securing any
licenses containing terms and conditions necessary to import any
articles, equipment, technical data, or software in furtherance of this
Agreement into Japan.




SECTION 16. MISCELLANEOUS




     (a) Notices. All notices given under this Agreement must be in writing
and must be given by (i) hand delivery, (ii) facsimile, (iii) by an
internationally recognized international overnight courier guaranteeing at
least three-day delivery or (iv) by registered or certified mail, return
receipt requested and postage prepaid (if available), to:



          ORBIMAGE:




	 	 	 	ORBIMAGE

21700 Atlantic Boulevard

Dulles, VA 20166

Telephone: (703) 406-5760

Facsimile: (703) 406-5552

Attention: Timothy J. Puckorius





          NTT DATA:




	 	 	 	NTT Data Corporation

Toyosu Center Bldg 3-3

Toyosu 3-Chome, Koto-Ku

Tokyo 135 Japan

Telephone: 81-3-5546-9691

Facsimile: 81-3-5546-8316

Attention: Mr. T. Nakagawa




All such notices shall be deemed to have been duly given: (i) upon receipt of
correct electronic acknowledgment, if by fax; (iii) five (5) business days
after the date of mailing by sender, if by mail, or (iv) on the date of actual
receipt, if given by hand or international courier (as reflected in the records
of the courier company in the case of delivery by courier).




     (b) Successors and Assigns. This Agreement shall be binding upon the
parties hereto, their successors and permitted assigns. Neither this Agreement
nor any interests or duties of NTT DATA hereunder may be assigned (by operation
of law or otherwise) by NTT DATA without the express written consent of
ORBIMAGE. In the event that a Person acquires all of, or a majority interest
in, the stock of ORBIMAGE such that such Person controls ORBIMAGE, this
Agreement shall remain a binding obligation of ORBIMAGE.



     (c) Entire Agreement. This Agreement contains the entire understanding
between NTT DATA and ORBIMAGE and supersedes all prior written and oral
understandings relating to the subject hereof. Any modification or amendment
of this Agreement must be in writing and signed by both Parties.



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     (d) Governing Law and Jurisdiction. This Agreement and any and all claims
arising under this Agreement or related to the subject matter hereof shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia, without giving effect to the conflict of law rule thereof or the
Convention on Contracts for the International Sale of Goods.



     (e) Waiver of Sovereign Immunity. Each party hereto (including any
assignee or party assuming any rights or obligations under this Agreement)
unconditionally and irrevocably:




     (i) agrees that the execution, delivery and performance by it of
this Agreement constitutes private and commercial acts rather than public
or governmental acts;




     (ii) agrees that should any legal proceedings be brought against it
or its assets in relation to this Agreement or any transaction
contemplated by this Agreement no immunity (sovereign or otherwise) from
such legal proceedings shall be claimed by or on behalf of itself or with
respect to its assets, to the maximum extent permitted by law;




     (iii) to the maximum extent permitted by law, waives any such right
of immunity (sovereign or otherwise) which it or its assets now has or
may acquire in the future; and




     (iv) consents in respect of the enforcement of any judgment against
it in any such proceedings to the giving of any relief or the issue of
any process in connection with such proceedings including, without
limitation, to the maximum extent permitted by law, the making,
enforcement or execution against or in respect of any property whatsoever
(irrespective of its use or intended use) of any order or judgment which
may be made or given in such proceedings.



     (f) Force Majeure. Except as otherwise provided herein, neither party
shall be held responsible for failure or delay in performance, delivery or data
transmission if such failure or delay is the result of an act of God, the
public enemy, embargo, governmental act, fire, accident, war, riot, strikes,
inclement weather or other cause of a similar nature that is beyond its
control. If an event of Force Majeure causes the suspension of a parties
performance hereunder for more than sixty (60) days, the parties shall meet in
order to agree to an equitable extension in the period of performance and/or
time of delivery under this Agreement on terms and conditions mutually
agreeable to the parties. Failure to agree on an equitable extension shall be
considered a dispute and resolved in accordance with Section 14. This Section
16(f) shall not apply to any failure to perform or delay in performance of any
payment obligations hereunder irrespective of the cause.



     (g) Costs. Except as herein otherwise expressly set forth, each party
shall bear its own costs and expenses incident to the negotiation and
performance of this Agreement.



     (h) Waiver. It is understood and agreed that no failure or delay by
ORBIMAGE



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or NTT DATA in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof, or the exercise of any other
right, power or privilege hereunder. No waiver of any term or condition of
this Agreement shall be deemed to be a waiver of any subsequent breach of any
term or condition. All waivers must be in writing and signed by the party
sought to be bound.




     (i) Survival. Sections 7, 8, 9, 10, 11(e), 12(b), 13, 14, 16(d), 16(e),
16(f) and 16(o) shall survive the expiration of the term or any termination of
this Agreement. Without limitation of the foregoing, NTT DATA’s payment
obligations set forth in Section 8 shall survive with respect to any
Value-Added Products (including Basic Products) sold to customers prior to the
expiration of the term or the termination of this Agreement.



     (j) Severability. If any part of this Agreement shall be held
unenforceable, the remainder of this Agreement will nevertheless remain in full
force and effect.



     (k) Headings; Appendixes. Headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose. The appendixes, exhibits and schedules described in
this Agreement and attached hereto are an integral part hereof and are
incorporated herein by this reference.



     (l) Independent Contractors. NTT DATA and ORBIMAGE are independent
contractors to one another, neither party has the authority to bind the other
in any way or to any third party, and nothing in this Agreement shall be
construed as granting other party the right or authority to act as a
representative, agent, employee or joint venturer of the other.



     (m) Communications in English. The Parties agree that all communications,
notices or any written material to be provided by ORBIMAGE to NTT DATA or by
NTT DATA to ORBIMAGE under this Agreement shall be in English.



     (n) Payments. All payments due and payable to ORBIMAGE hereunder shall be
paid in U.S. Dollars in immediately available funds to the bank account
specified by ORBIMAGE in writing.



     (o) Confidential Information; Disclosure. This Agreement is deemed
confidential and proprietary information pursuant to the terms of that certain
Non-Disclosure Agreement between ORBIMAGE and NTT DATA dated July 28, 1998.
NTT DATA acknowledges that ORBIMAGE may be required by law to submit this
Agreement to the U.S. Department of Commerce and the U.S. Securities and
Exchange Commission and consents to such disclosure.



     (p) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original and all of which
together shall constitute one and the same instrument.



     (q) No Third Party Beneficiaries. Nothing expressed or referred to herein
shall be construed or interpreted to give any Person other than the parties to
this Agreement any legal, equitable or other right, remedy or claim under or
with respect to this Agreement.



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.



	 	 	 
	 

	 	ORBITAL IMAGING CORPORATION
	 
	 	 
	

	 	By:                   
           
           /S/
	

	 	

	 
	 	 
	

	 	Name: Gilbert T. Rye
	 
	 	 
	

	 	Title: President
	 
	 	 
	

	 	NTT DATA CORPORATION
	 
	 	 
	

	 	By:         
           
                     /S/
	

	 	

	 
	 	 
	

	 	Name: Tomokazu Hamaguchi
	 
	 	 
	

	 	Title:
	

	 	








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SCHEDULE 1(a)

Non-Exclusive Territory




[********************]




ORBITAL IMAGING CORPORATION

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SCHEDULE 1(b)

ORBIMAGE Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark
	 	Country
	 	Reg. Number/Date
	 	Int’l Class

	“ORBIMAGE”
	 	 	U.S.A	 	 	 	2039409 (2/18/97	)	 	 	42	 
	“ORBVIEW”
	 	 	U.S.A.	 	 	 	2091116 (8/26/97	)	 	 	42	 
	“ORBNET”
	 	 	U.S.A.	 	 	 	2152720 (4/21/98	)	 	 	42	 







Logos





	 	 	





ORBITAL IMAGING CORPORATION

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SCHEDULE 1(c)

Subdistributors


ORBITAL IMAGING CORPORATION

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Appendix A

DOC License Summary




     The following is a summary of the principal terms and conditions of the
license, as amended to date (the “License”), granted to Orbital Imaging
Corporation (“Licensee”) by the United States Department of Commerce, National
Oceanic and Atmospheric Administration, National Environmental Satellite Data
and Information Service, under Title II of the Land Remote Sensing Policy Act
of 1992 (the “Act”).



     1. The License is granted for the sole purpose of operating a private land
remote-sensing space system. The License was granted on May 5, 1994 and is
valid for a period of 10 years from that date. The issuance of the License
does not relieve the Licensee of the obligation to obtain export or other
licenses from appropriate U.S. Government agencies pursuant to applicable
statutes.



     2. The License includes the following requirements:




     A. Compliance With the Act. Licensee must comply with the
requirements of the Act and any applicable regulations issued pursuant to
the Act.




     B. U.S. National Security Requirements.




     (i) Licensee must operate the system in a manner that
preserves the national security and observes the international
obligations and foreign policies of the United States. Licensee is
required at all times to maintain positive control of the
spacecraft including safeguards to ensure the integrity of
spacecraft operations. Licensee is also required to maintain and
make available to the U.S. Government, as requested, a record of
all satellite tasking operations, for the previous year.




     (ii) During periods when national security of international
obligations and/or foreign policies may be compromised, as defined
by the Secretary of Defense (“DOD”) or the Secretary of States,
respectively, the Secretary of Commerce may, after consultation
with appropriate agency(ies), require Licensee to limit data
collection and/or distribution by the system to the extent
necessitated by the given situation. During those periods when,
and for those geographic areas, that the Secretary of Commerce has
required Licensee to limit distribution, Licensee shall, on
request, make the unenhanced data thus limited from the systems
available exclusively, by means of government furnished rekeyable
encryption on the downlink, to the U.S. Government. The costs and
terms associated with meeting this condition will be negotiated
directly between the Licensee and DOD (for the U.S. Government) in
accordance with Section 507(d) of the Act.




     (ii) Licensee must ensure that all encryption devices used are
approved by the U.S. Government for the purpose of denying
unauthorized access and use of these data during periods when
national security or international obligations and/or foreign
policies may be compromised.



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	 	Licensee must provide sufficient documentation to the U.S.
Government on the Licensee’s downlink data format to assure this
access.





     C. Provision of Unenhanced Data to Foreign Governments. Licensee
must make available to the Government of any country (including the
United States) unenhanced data concerning the territory under the
jurisdiction of such Government as soon as such data are available and on
reasonable cost terms and conditions.



     D. Provision of Unenhanced Data to U.S.D.I. Archive. Licensee must
make available unenhanced data requested by the National Satellite Land
Remote Sensing Data Archive (the “Archive”) in the Department of the
Interior on reasonable cost terms as agreed by Licensee and the Archive.
After a reasonable period of time, as agreed with the Licensee, the
Archive may make these data available to the public at a price equivalent
to the cost of fulfilling user requests. Before purging any data in its
possession, the Licensee shall offer such data to the Archive at the cost
of reproduction and transmission. The Archive may make these data
available immediately to the public at a price equivalent to the cost of
fulfilling user requests.



     E. Disposal of Satellites. Upon termination of operations under the
License, Licensee must dispose of any satellite in space in a manner
satisfactory to the President. To meet this condition and to deal with
any circumstances involving the satellite’s end of life/termination of
mission, the Licensee must obtain a priori U.S. Government approval of
all plans and procedures to deal with the safe disposition of the
satellite (e.g., burn on reentry or controlled deorbit).



     F. Changes to Satellite System Specifications. Licensee may not
change the operational specifications of the satellite system from the
License’s application as submitted, which would result in materially
different capabilities than those described in the application, without
obtaining approval to amend the License from the National Environmental
Satellite, Data, and Information Service (“NESDIS”). NESDIS will consult
with the appropriate Federal agencies, as required by the Act, before
taking final action on the amendment.



     G. Approval of Significant Agreements. Licensee must notify NESDIS
of any significant or substantial agreement Licensee intends to enter
with a foreign nation, entity, or consortium involving foreign nations or
entities at least 60 days before concluding such agreement. Significant
or substantial agreements include, but are not limited to, agreements
which would provide for the tasking of the satellite and its sensors,
provide for real-time direct access to unenhanced data, or involve
high-volume data purchase agreements. NESDIS, in consultation with the
appropriate agencies, shall review the proposed agreement to ensure that
it is consistent with the terms and conditions of the License.
Specifically, the agreement shall require that the foreign entity will
abide by the conditions in the License addressing national security and
international obligations and foreign policies. If NESDIS, in
consultation with appropriate agencies, determines that the proposed
agreement will compromise national security concerns or international
obligations or foreign policy, NESDIS will so advise the Licensee.



     H. Civil Penalties. Violations of the Act or of any condition of the
License could subject Licensee to civil penalties.



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Appendix B

Performance Parameters



Resolution (Nominal) at Nadir, Left, Right, Forward, Back, and Corners for
Panchromatic Images.




	 	 	 	 	 
	•

	 	Nadir
	 	1.00 meters GSD





	 	 	 	 	 
	 

	 	[*************]	 	 






Bands (Nominal)




	 	 	 	 	 
	•

	 	Panchromatic
	 	0.45-0.90 um
	•

	 	MS Band 1
	 	0.45-0.52 um
	•

	 	MS Band 2
	 	0.52-0.60 um
	•

	 	MS Band 3
	 	0.62-0.69 um
	•

	 	MS Band 4
	 	0.76-0.90 um







Pointing Angles (Nominal)




	 	 	 
	•

	 	0 degrees - 50 degrees







Data Collection Rate (Maximum)




	 	 	 
	•

	 	5,000 lines/second Panchromatic
	•

	 	2,500 lines/second Multispectral







Bits per Pixel




	 	 	 
	•

	 	11 Bits/pixel (Pan/MS)







Compression Rate




	 	 	 
	•

	 	[*****************]







Acquisition Capacity for Panchromatic During 10 Minute Pass.




	 	 	 
	•

	 	Maximum Coverage Rate







	 	 	 	 	 
	•

	 	OrbView 3
	 	20,320 kilometers
	•

	 	OrbView 4
	 	20,320 kilometers







	 	 	 
	•

	 	Single Equivalent Point Target (8km x 8km image)







	 	 	 	 	 
	•

	 	Separation
	 	Expected Number of EPTs:







[*************************]




Recorder Capacity




	 	 	 
	•

	 	32 Gbits







ORBITAL IMAGING CORPORATION

CONFIDENTIAL AND PROPRIETARY INFORMATION




 









 








Appendix C

Japanese Government Customers



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ORBITAL IMAGING CORPORATION

CONFIDENTIAL AND PROPRIETARY INFORMATION




 









 








Exhibit A

Example: Initial and Additional Processing Fees




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ORBITAL IMAGING CORPORATION

CONFIDENTIAL AND PROPRIETARY INFORMATION