This TRAFFIC.COM AGREEMENT ("Agreement") is made and entered into as of August 15th 2006
("Effective Date"), by and between DataCall Technologies, Inc. a Nevada Corporation, located at 14683
Midway Road, Addison, TX 75001 ("Reseller") and Traffic.com, Inc., a Delaware corporation, located at 851
Duportail Road, Suite 220, Wayne, Pennsylvania 19087 ("Traffic.com").
WHEREAS, Reseller is a global provider of content, data, software, communication and other technologies,
services and products; and
WHEREAS, Traffic.com desires to provide certain data feeds of traffic and traffic related information to Reseller
to allow Reseller to deliver traffic and traffic related information as part of an "Enhanced Product" provided to its
users in certain geographic markets; and
WHEREAS, Reseller desires to use the Traffic.com data feeds of traffic and traffic related information as part of
the "Enhanced Product" accessed by its users.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the parties,
intending to be legally bound, hereby agree as follows:
I. Definitions. For purposes of this Agreement, the following definitions shall apply:
(a) "Coverage Area(s)" shall refer to the metropolitan statistical areas as defined by the U.S. Census Bureau using
the city names listed in Exhibit C to this Agreement, excluding Puerto Rico, with further geographic limitations
where specified herein.
(b) "Distributor(s)" shall mean a third party selected by Reseller to distribute and sublicense the Traffic.com
Technology as incorporated in the Enhanced Product solely to End User(s) without any other distributor, reseller
or intermediary between the Distributor and the End User.
(c) "End-User(s)" shall mean any entity or person who licenses the Enhanced Product from the Reseller or
Distributor and who receives or uses the Enhanced Product or information contained therein or derived therefrom
(including, but not