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<br />C. 1).5 i !) Ii' ;;,. "~~. D P- I (.; r,,'J /': L <br /> <br />EXHIBIT 1 <br /> <br />PICTOMETRY INTERNATIONAL CORP. <br /> <br />GENERAL LICENSE TERMS AND CONDITIONS <br /> <br />TillS AGREEMENT is made effective as of the date of the signatures of all parties by and <br />between Pictometry International, Corp., a Delaware company with offices at 100 Town Centre <br />Drive, Suite A Rochester, NY 14623 and registered to do business in the State of Minnesota <br />("Pictometry"), and the County of Dakota, a political subdivision of the State of Minnesota (the <br />"Licensee"). <br /> <br />Intending to be legally bound, Pictometry and the Licensee (each a "party") hereby agree: <br /> <br />1. ARTICLE - DEFINTIONS <br /> <br />Defmitions - As used herein, the following words, phrases, or terms in this Agreement <br />shall have the following meanings: <br /> <br />1.1 "Images" namely georeferenced images of land some of which Pictometry will <br />make with its proprietary systems prior to delivery and some of which it has or <br />may acquire rights to use from others, Pictometric Images, and Electronic Photo <br />Images which do not have the georeferencing data, <br />1.2 "Geographic Data" ("Geo Data") is the data supplied by Pictometry that is <br />associated with Images and allows those Images to be georeferenced. <br />1.3 "Software" namely certain proprietary computer runtime executable :files, one <br />part of which is referred to as the Electronic Field Study software (the "EFS"), <br />and the other part of which is referred to as the Client Image Warehouse software <br />("CIW"), which can be used to access and display the Images; and <br />1.4 "Documentation" comprised of written and/oI electronic materials containing <br />instructions and other information related to the use of the Images and the <br />Software. <br />1.5 "Electronic Field Study" ("EFS ") A proprietary software package that allows <br />for the display and analysis of Pictometric Images. <br />1.6 "EFS Professional" A set of imaging tools, including measuring, annotation, <br />reconciling, and data analysis tools bundled with the base EFS software package. <br />1.7 "Client Image Warehouse" ("CIW") A hierarchical storage system of <br />Pictometric images that allows fast, random access by geo-location. <br />1.8 "Pictometric Image" means orthogonal and oblique digital images, <br />automatically captured and geo-referenced from airborne platforms using <br />Pictometry's patented and proprietary hardware and software capture system. <br />1.9 "Electronic Photo Image" Orthogonal and oblique digital images, automatically <br />captured from airborne platforms using Pictometry's patented and proprietary <br />hardware and software capture system but without geo-referencing. <br /> <br />Page 1 of 13 <br /> <br />040516a <br />