Exhibit 10.5

Employment Agreement

Agreement effective October 1, 2003, between MapInfo Corporation, One Global View, Troy, New York 12180 ("MapInfo" or "Company"), and WAYNE MCDOUGALL ("McDougall").

|1.     EMPLOYMENT AND TERM
|--------------------------
|                          
|                          
|                          
|                          



|2.     COMPENSATION AND BENEFITS
|--------------------------------
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                



3.     INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION

McDougall hereby agrees to execute the most recent Employee Intellectual Property, Confidential Information and Non-Competition Agreement which is attached hereto, if he has not already done so.

|4.     IRREPARABLE INJURY
|-------------------------
|                         
|                         
|                         



5.     EARLY TERMINATION

Definitions for purposes of this Agreement:

"Cause" shall be defined and limited to (i) the willful and continued failure by McDougall to substantially perform his duties hereunder (other than any such failure resulting from McDougall's incapacity due to physical or mental illness), or (ii) conviction for any crime other than simple offenses or traffic offenses; (iii) breach of McDougall's fiduciary responsibilities to the Company; (iv) conduct reflecting moral turpitude; (v) commission of fraud, embezzlement, theft or misappropriation of company funds or property, or gross misconduct in McDougall's dealings with or on behalf of the Company; (vi) violation of federal securities laws; and/or (vii) breach of any duty of confidentiality owed the Company.

"Change in Control of the Company" shall mean an acquisition (directly or indirectly) resulting in more than 50% of the Company's voting stock or assets being acquired by one or more entities that thereby gain management control of the Company. This section shall govern in case of any conflict between the wording of this Agreement and the wording of the plan under which any stock options were granted to McDougall.

"Good Reason" shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after McDougall has given written notice of such noncompliance to the Company.

"Notice of Termination" shall mean a written notice to the other party that McDougall is terminating or to be terminated for one of the reasons set forth in this Agreement.

| | 5.1 | McDougall's employment hereunder may be terminated prior to the Contract Expiration Date under any one of the following circumstances:                                                                                                                                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 5.1.1                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.1.2                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.1.3                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.1.4                                                                                                                                                                                                                                                                                                                                                    
| | 5.2 | Any termination of McDougall's employment by the Company or by McDougall shall be communicated by written Notice of Termination to the other party hereto.                                                                                                                                                                                               
| | 5.3 | "Date of Termination" shall mean:                                                                                                                                                                                                                                                                                                                        
| |     | 5.3.1                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.3.2                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.3.3                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.3.4                                                                                                                                                                                                                                                                                                                                                    
| | 5.4 | If within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date fixed, either by arbitration award or by a final judgment, order or decree of a court of competent jurisdiction.



|6.     COMPENSATION UPON EARLY TERMINATION OR DISABILITY
|--------------------------------------------------------
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        



7.     NOTICES

All communications and notices hereunder shall be in writing and either personally delivered or mailed to the party at the address set forth in the records of the company. Notices to MapInfo shall be addressed to the attention of the Chairman of MapInfo Corporation, with a copy to the President and CEO of MapInfo Corporation.

|8.     SUCCESSORS
|-----------------
|                 
|                 



|9.     ARBITRATION
|------------------
|                  
|                  
|                  
|                  
|                  
|                  
|                  
|                  
|                  
|                  
|                  

10     GOVERNING LAW AND FORUM

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the choice of law provisions thereof. The parties herein consent to the exclusive jurisdiction of the New York State Supreme Court, County of Rensselaer, or the United States District Court for the Northern District of New York, as may be applicable, for any disputes and claims not subject to arbitration under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date and year first above written.





|                                                                                                              | MAPINFO CORPORATION                                                                                                   
|------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------
|/s/ Wayne McDougall                           WAYNE MCDOUGALLVice President and Chief Financial Officer
Date: | /s/ Mark Cattini                                               MARK CATTINIPresident and Chief Executive Officer
Date:



Exhibit A

SEPARATION AGREEMENT

RELEASE AND WAIVER OF CLAIMS

This Separation Agreement (the "Agreement"), effective as of [date] by and between [name] (hereafter "you" or "your"), currently residing at [address] and MapInfo Corporation, a Delaware corporation with principal offices at One Global View, Troy, New York 12180-8399, its subsidiaries or affiliated entities (hereafter "MapInfo") is made to evidence the following:

1. CESSATION OF EMPLOYMENT - Effective [date] your employment with MapInfo will end. This Agreement will evidence your acceptance of the following payment terms and package in final settlement of all matters of any kind, and set forth the obligations of both MapInfo and you. [Date] is your last day of employment for purposes of determining the period in which your vested stock options may be exercised by you in accordance with stock option agreements entered into when your options were awarded.
2. FINAL COMPENSATION AND BENEFITS - MapInfo and you agree that, in consideration of your agreement to, and ongoing compliance with, the express terms and conditions of this Separation Agreement, Release and Waiver of Claims (the "Agreement"), MapInfo will pay or provide you:
3. SUFFICIENT CONSIDERATION - You agree that you would not have been entitled to the above payment(s) and benefits, either individually or separately, but for your executing this Agreement, and that such payments or benefits constitute sufficient consideration for this Agreement and General Release.
4. RETURN OF WORK PAPERS; CONFIDENTIALITY AND NON-COMPETITION; AND NON-DISPARAGEMENT
5. GENERAL RELEASE AND FULL SATISFACTION OF CLAIMS



5.2     You agree to accept this Agreement in full and complete satisfaction of all compensation (base salary, incentive compensation, stock options, severance, vacation, sick pay, etc.), and all claims and other causes of action of any kind whatsoever against MapInfo (as defined in 4.1) arising up to and including the termination of your employment, except those relating to or based upon MapInfo's performance under this Agreement. Further, you agree that you shall indemnify, defend and hold MapInfo harmless from and against any and all claims, damages and expenses (including reasonable attorneys' fees) for any breach by you or anyone acting on your behalf, of this Section 4 release or any other of your obligations under this Agreement.



YOU UNDERSTAND THAT THIS IS ATOTAL AND COMPLETE WAIVER AND RELEASE OF ALL CLAIMS (NOT RELATED TO MAPINFO'S BREACH OF THIS AGREEMENT) THAT YOU HAVE OR MAY HAVE AGAINST MAPINFO.

5.3     MapInfo hereby agrees to waive, and not to sue or otherwise pursue in any court or other forum, any and all alleged causes of action, claims or rights, administrative action or proceeding of any kind against you, including any claims arising out of your employment or the termination of your employment, except those based upon or relating to the enforcement of your performance of the terms and conditions contained in this Agreement. However, this shall not apply to any matter of which MapInfo has no present knowledge. MapInfo may withhold payments granted hereunder if you are in breach of the terms, covenants or conditions contained in this Agreement.

6.OTHER PROVISIONS

6.1     Unless you direct otherwise, in response to any reference inquiries MapInfo will only release dates of employment and positions held, such references to be directed to MapInfo's Group Vice President of Human Resources, [insert name]. If you do request in writing that we provide a written reference or recommendation beyond the information mentioned above, be advised that it is MapInfo's policy that this would need to be approved by the Group Vice President of Human Resources prior to being released to anyone.

6.2     You agree not to seek employment with MapInfo at any time in the future unless MapInfo and you mutually agree that it would be mutually beneficial.

6.3     This Agreement shall be binding upon and inure to the benefit of MapInfo (including its directors, officers and employees) and you as applicable, its and your heirs, executors, assigns and administrators.

6.4     This Agreement shall be governed by and construed in accordance with the laws of the State of New York. It is hereby agreed that Supreme Court Rensselaer or Albany County, or Federal District Court Northern District of New York, shall be the proper and sole jurisdictions for resolution of any disagreements regarding any of the terms and conditions contained herein.

6.5     The waiver of either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach.

6.6     This document contains the entire agreement by MapInfo and you regarding your remaining employment and termination of employment, and constitutes the sole and complete understanding and obligations of MapInfo to you. This Agreement further replaces any and all previously executed employment agreements between you and MapInfo, which agreements will become null and void on the effective date of this Agreement.

7.YOUR RIGHTS

7.1     Time to Consider. YOU HAVE 21 DAYSFROM YOUR RECEIPT OF THIS AGREEMENT TO CONSIDER THIS OFFER. THE PARTIES AGREE THAT ANY CHANGES TO THIS OFFERED AGREEMENT WILL NOT RESTART THE 21-DAY PERIOD.

7.2     Right to Revoke.     AFTER SIGNING THIS AGREEMENT, YOU MAY REVOKE IT WITHIN 7 DAYSOF THE DATE YOU EXECUTED, SUCH REVOCATION TO BE IN WRITING SENT VIA CERTIFIED MAIL, POST MARKED BY THE 7TH DAY AND ADDRESSED TO [INSERT NAME] AT MAPINFO CORPORATION, ONE GLOBAL VIEW, TROY, NEW YORK 12180.

7.3     Advice of Counsel.MAPINFO HAS ADVISED YOU OF YOUR RIGHT TO OBTAIN THE ADVICE OF LEGAL COUNSEL BEFORE SIGNING THIS AGREEMENT, AND YOU REPRESENT TO MAPINFO THAT YOU HAVE EITHER OBTAINED SUCH ADVICE OR WILLINGLY DECIDED AGAINST ENGAGING COUNSEL.



IN WITNESS OF the foregoing, the undersigned have executed this Agreement in duplicate originals effective as of the date first set forth above.

THIS IS AN AGREEMENT FOR RELEASE AND WAIVER OF CLAIMS.

MAPINFO CORPORATION



By: _          _________________________________

[Name of duly authorized executive]               [Name of executive employee]

[Job title of duly authorized executive]               Dated:___________________________

Dated:_____________________________



WITNESSED BY:                              WITNESSED BY:



___________________________________               _________________________________

DATED: ___________________________               DATED: _________________________