This Agreement is entered into as of the 19th day of January, 1999, between Cellemetry LLC, ("Cellemetry")
and HighwayMaster Corporation ("Company") on the following terms and conditions:
OVERVIEW. Cellemetry and Company desire to enter into an agreement under which Company will market in
the United States Container (including contents) tracking, location, status notification (requiring forward and
reverse channel traffic), event notification (requiring only reverse channel traffic), and data communications (the
"Services") using Cellemetry's proprietary access technology using features of a cellular network (the "Cellemetry
(R) Data Service"). Each party will provide certain products and services as set forth herein and in accordance
with the terms of this Agreement. Both parties agree to use their best efforts to maximize the commercial use of
Cellemetry(R) Data Service with respect to the provision of Services. Each party agrees that it will not knowingly
perform or fail to perform its responsibilities under this Agreement in such a manner as to cause harm to
Cellemetry(R) Data Service.
DEFINITIONS. As used in this Agreement, the following words shall have the definitions set forth in this
"Application" - Computer software and associated hardware that operates with Cellemetry(R) Data Service to
provide monitoring and other telemetry services to customers.
"Cellemetry(R) Data Service" - [Text has been omitted pursuant to a request for confidential treatment. The
omitted material has been filed separately with the SEC.]
"CellularService Area" - A Metropolitan Statistical Area ("MSA") or a Rural Service Area ("RSA") within which
a cellular carrier ("Carrier") is licensed by the Federal Communications Commission to provide cellular service,
provided, however, that if a Carrier has combined multiple MSAs and/or RSAs under a single System ID
("SID"), the area encompassed under the single SID shall be the Cellular Service Area.
"Gateway" - [Text has bee