Magellan End-User License Agreement

This End-User License Agreement ("Agreement") is made by and between MiTAC Digital Corp. and its affiliates ("Magellan") and the end-user of the Software ("Customer"). By clicking the acceptance button, installing, downloading or using the Software onto a computer, personal navigation device, cell phone or other product intended for use with the Software ("Product"), Customer agrees to be bound by all of the terms and conditions of this Agreement, including the use restrictions, warranty disclaimer and limitation of liability set forth below. If Customer does not agree to be bound by all of the terms and conditions of this Agreement, Customer must (i) immediately stop the installation, downloading and/or use of the Software and delete any Software downloaded from the web from its computer, as applicable, and (ii) where Software was acquired with Product, return the Software to the retailer who sold the Software.

1. Grant of License to Software. Magellan hereby grants to Customer anon-exclusive, personal and non-assignable license to install, operate and usethe Magellan software covered by this Agreement ("Software") and use the documentation provided with the same ("Documentation"), subject to the following restrictions:

(i) Customer shall use the Software for non-commercial purposes only and, for Software intended for download onto a computer, on a single computer owned or leased by Customer, provided that Customer may transfer the Software from one computer to another so long as the Software is operated only on one (1) computer at any time;

(ii) Customer shall use the Software solely to download data for use solely with a single Product, and shall not sell, trade, lease, rent or hire out the Software to any third party or otherwise act as a service bureau (which restriction, for the avoidance of doubt, shall extend to any situation in which Customer becomes subject to any bankruptcy or insolvency laws or otherwise makes any assignment for the benefit of its creditors);

(iii) Customer shall not modify, reverse engineer, decompile or disassemble or create derivative works of the Software; and

(iv) Customer shall not copy the Documentation.

Magellan(and, where applicable, its third party suppliers) retain all rights not expressly granted to Customer under this Agreement, to the Software and any software program(s) and/or data compiled into same and supplied by Magellan under license from third party suppliers, including without limitation, NAVTEQ North America, LLC and Tele Atlas N.V. ("Third Party Software").

2. Third Party Software. Customer acknowledges that certain Third Party Software may be compiled into the Software. As such, Customer may be required in connection with its use of the Software to agree to the terms and conditions the applicable third party supplier requires of its end users. For installable and/or downloadable Software, such terms and conditions may require additional steps for Customer to manifest consent. For boxed software, Customer shall be provided with copies of such terms and conditions and is required to review and comply with same. In any event, Customer acknowledges and agrees that its rights to and use of each item of Third Party Software shall be subject to the terms and conditions governing the same.

3. Copies of Software. Customer shall have the right to make one (1) copy of the Software for archival and backup purposes, provided that such copy shall also reproduce all copyright and intellectual property rights notices found on the original.

4. Ownership of Software and Certain Intellectual Property Rights. The license granted to Customer under Section 1 is not a sale of the Software. The Software, Third Party Software and Documentation are copyrighted works of authorship and contain valuable secret and confidential information proprietary to Magellan and its third party suppliers, as applicable. Any and all intellectual property rights in or to the Software and Documentation shall be and remain the sole property of Magellan, and any and all intellectual property rights in or to any Third Party Software shall be and remain the sole property of the applicable third party supplier. Customer shall exercise due care in connection with the use, storage and copying of the Software and will treat the Software, Third Party Software and the Documentation with the same degree of care that it uses for its own confidential information. For the avoidance of doubt, as between Customer and Magellan, Magellan shall retain exclusive use and ownership of all trademarks related to the Software.

5. Disclaimer of Warranties. MAGELLAN AND ITS THIRD PARTY SUPPLIERSMAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THESOFTWARE, THIRD PARTY SOFTWARE, MEDIA, DOCUMENTATION, RESULTS OR ACCURACY OFDATA AND HEREBY EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED UNDERAPPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT. THESOFTWARE AND THIRD PARTY SOFTWARE ARE PROVIDED ON AN "AS IS" AND"AS AVAILABLE" BASIS, AND MAGELLAN AND ITS THIRD PARTY SUPPLIERS DONOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ITSOPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

This provision shall not affect the consumer's statutory rights under applicable laws in force in their locality as provided in Section 10. CUSTOMER MAY HAVEOTHER RIGHTS WHICH VARY FROM LOCALITY TO LOCALITY.

6. Warning. The Software reflects conditions as they existed at various points in time before Customer purchased its copy of the Software. Accordingly, the Software may contain in accurate or incomplete data or information due to the passage of time, road construction and changing conditions or otherwise. The Software does not include, analyze, process, consider or reflect any of the following: legal restrictions (such as vehicular type, weight, height, width, load and speed restrictions); road slope or grade; bridge height, width, weight or other limits; population density; neighborhood quality or safety; availability or proximity of law enforcement, emergency rescue, medical or other assistance; construction work zones or hazards; road or lane closures; road, traffic or traffic facilities safety or condition; weather conditions; pavement characteristics or conditions; special events; traffic congestion; travel time.

7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INNO EVENT SHALL MAGELLAN OR ITS THIRD PARTY SUPPLIERS BE LIABLE UNDER THISAGREEMENT OR OTHERWISE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL,CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOSS OFPROFITS OR SAVINGS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE,DAMAGE TO OR REPLACEMENT OF EQUIPMENT AND PROPERTY, OR RECOVERY OR REPLACEMENTOF PROGRAMS OR DATA ARISING FROM CLAIMS BASED IN WARRANTY, CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EVEN IF MAGELLAN OR ITSTHIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS ORDAMAGES; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 7 SHALL BE DEEMED TOLIMIT THE LIABILITY OF MAGELLAN FOR DEATH OR PERSONAL INJURY ARISING FROM ITSNEGLIGENCE.

Some national, state, or local laws do not allow the exclusion or limitation of incidental, consequential damages or tort liability, so the above limitation or exclusion may not apply to Customer and Customer may also have other legal rights that vary from locality to locality.

The total liability of Magellan under this Agreement, whether arising from negligence or willful misconduct of Magellan, its employees, officers or other agents, and under contract, tort or any other theory of liability, for any reasons, including with respect to (i) death or injury to persons, or (ii) physical loss or damage to property, shall be limited to the amount of damages foreseeable atthe time of entering into this Agreement, which in no event shall exceed one hundred dollars ($100).

8. Term and Termination

8.1 Term. This Agreement shall remain in full force and effect for the duration of the intellectual property rights owned by Magellan, except that this Agreement shall immediately and automatically terminate in the event that Customer materially breaches this Agreement, or (ii) Customer becomes bankrupt or insolvent under the bankruptcy laws of the United States or other governmental authority.

8.2 Effect of Termination. Upon any termination of this Agreement by Magellan, all rights granted to Customer hereunder shall immediately terminate, and Customer shall delete and/or destroy all Software, Third Party Software and Documentation and any copies thereof.

8.3 Remedies not Limited. The exercise of any termination right under this Section 8 by Magellan shall not limit or prejudice any right of Magellan to recover damages or other rights or remedies, or give rise to any right or recovery by Customer.

9. Indemnification. Customer shall indemnify Magellan and its third party suppliers against any claims related to Customer's use of the Software, Third Party Software and Documentation, including claims for loss of data and business interruption.

10. Consumer End Users Only. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties, remedies or liability contained in this Agreement shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

110. General Provisions

11.1 Force Majeure. Neither Customer nor Magellan shall be liable in any circumstances for failure to perform under this Agreement where such failure is due to a cause beyond such party's reasonable control.

11.2 Notices. Any notices required or permitted to be given hereunder to Magellan, or any other communications related hereto, shall be sent to the appropriate Magellan address set forth below by internationally-recognized overnight courier.

11.3 Confidentiality. Any information disclosed by Magellan to Customer shall be held by Customer in confidence and not disclosed, and Customer shall ensure that such information is not disclosed to a third party in any manner except with the prior written consent of Magellan.

11.4 Entire Agreement; No Waiver. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes any other prior understanding of the parties, whether written or oral. No amendment, alteration or waiver of this Agreement shall be effective unless made in writing and signed by both parties.

11.5 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California, United States, without regard to its conflicts of law principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties shall attempt to resolve any disputes arising under this Agreement in good faith.

11.6 Construction and Severability. In the event any portion of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect and such provision shall be replaced with a valid and enforceable provision with an effect as close as possible to the invalid or unenforceable provision. As used in this Agreement, the terms "include" and its correlative terms shall be deemed to be terms of example and not limitation.

11.7 Injunctive Relief. Magellan shall have the right to enforce the terms and conditions of this Agreement by equitable relief where applicable, including injunctive relief and specific performance, without the necessity of posting a bond.

11.8 Assignment. Customer shall have no right to assign or transfer all or any portion of this Agreement by operation of law or otherwise (including by merger, acquisition, consolidation or sale of all or substantially all assets of Customer).

11.9 Export Control. Customer agrees not to export from anywhere any part of the Software, including Third Party Software, provided to Customer or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

11.10 Government End Users. If the Software is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, Customer shall contact Magellan at the Magellan address set forth below for a copy of the additional terms and conditions governing such Customer's use.

MiTACDigital Corp.

471 El Camino Real

Santa Clara, CA, 95050

USA

www.magellanGPS.com