Softsearch Holdings, Inc

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IN THE \LATTER OF SOFTSEARCH HOLDINGS, INC., ET AL.

CONSENT ORDER, ETC. , !J REGARD TO ALLEGED VIOLA TION OF SEC. 7 OF THE CLA YTO'i ACT AND SEC. OF THE FEDERAL TRADE COMMISSION ACT Docket 3759. Complaint, July I997--Declsion. July 28 1997 This consent order requires, among other things, Dwight s Energydata, a subsidiary of Softsearch, to license a set of complete well history and production data to a Commssion-approved buyer, which then will be an independent competitor. In addition, the Commission has appointed a trustee to find a licensee and to complete the required divestiture.

Appearances For the Commission: George Cmy, Frank Lipson, Philhp Broyles and William Baer.

For the respondents: Sandy Plunder, Gibson, Dunn Crutcher Washington, D. C. and Neil lnus, Vincent Elkins Washington COMPLAINT The Federal Trade Commission ("Commission ), having reason to believe that Dwight's Energydata, Inc. ("Dwight's ), a wholly-owned subsidiary of respondent Softsearch Holdings, Inc. , a corporation subject to the jurisdiction of the Federal Trade Commission, has entered into an agreement to merge with Petroleum Infonnation Corporation ("PI" ), a wholly-owned subsidiary of respondent GeoQuest International Holdings, Inc. , a corporation subject to the jurisdiction ofthe Commission, in violation of Section 7 of the Clayton Act, as amended, 15 c. , and Section 5 of the Federal Trade Commission Act ("FTC Act"), as amended, 15 U.S. , and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its complaint stating its charges as follows:

THE RESPO'iDENTS PARAGRAPH 1. Respondent Softsearch Holdings, Inc. , is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its offces and , ( SOFTSEARCI! HOLDINGS, I"IC , ET At.

Complaint principal place of business located at 1202 Estates Drive, Suite A Abilene, Texas. Its wholly-owned subsidiary, Dwight' s Energydata Inc. , is a corporation organized, existing, and doing business under and by virtue of the laws of the State of De law arc, with its offce and principal place of business located at 1633 Firman Drive, Suite 100 Richardson, Texas. Dwight's Energydata, Inc., holds a 37 percent interest in Graphic Infonnation Technologies, Inc. GITI") a corporation organized, existing, and doing business under and by virtue of the laws ofthe State of Delaware.

PAR. 2. Respondent GeoQuest Intcrnational Holdings, Inc., is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware with its office and principal placc of business located at 5333 Westheimer Drive Houston, Texas. Its principal subsidiary is Petroleum Infonnation Corporation, a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delawarc, with its office and principal place of business located at 5333 Westheimer Drive, HOllston, Texas.

PAR. 3, At al1 times relevant herein, each of the respondents or their predecessors, has been and is now engaged in commerce, as commerce" is defined in Section 1 of the Clayton Act, 15 U.S. c. 12 and is a corporation whose business is in or affecting commerce, as commerce" is defined in Section 4 of the Federal Trade Commission Act, 15 u.se. 44.

THE YlERGER PAR. 4. 1n July 1995 respondents agreed to merge the businesses of Dwight' s and PI.

THE RELEV Ait MARKETS PAR. 5. One relevant line of commerce in which to evaluate the effects ofthe merger is the sale or licensing ofwel1 data. "Well data means infornlation in any media concernng the location, pennitting, drilling or completion of any oil and gas wel1located in the Unit cd States, and related infonnalion.

PAR. 6. One relevant line of commerce in which to evaluate the effects of the merger is the sale or licensing of production data. Production data" means information in any media concerning the locations of, and volume of oil, gas, or water produced from any oil or gas we1110cated in the United States, and related infonnation. FEDERAL TRADE COMMISSIO!\ DECISIONS Complaint 124 FTC.

PAR. 7. One relevant section of the country in which to evaluate the effects of the merger is the United States as a whole. PAR. 8. The relevant markets set forth in paragraphs five, six, and sevcn arc highly concentrated whether measured by Herfindahl-Hirschmann Indices or two-finn and four-finn concentration ratios, Dwight's and PI are actual competitors in the relevant markets. Dwight' s and PI are the only competitive providers of well and production data for many areas of the country. The merged Dwight's/PI will have the largest market share in the relevant markets.

PAR. 9. Respondents are the only finns that have extensive multi -state collections of historical information on oil and gas properties. Finns lacking similar databases cannot effectively compete in the relevant markets. Assembling a database that matches the database possessed by either respondent would be very diffcult expensive, and time consuming. This factor makes timely and effective entry into the relevant markets difficult and unlikely. EFFECTS OF THE MERGER PAR. 10. The merger may substantially lessen competition in the relevant markets in the following ways, among others: (a) By eliminating direct competition between Dwight' s and PI; (b) By increasing the likelihood that respondents will unilaterally exercise market power; and (c) By increasing thc likelihood of, or facilitating, collusion or coordinated interaction;

each of which increases the likelihood that thc prices of well data and production data will increase. The merger is also likely to lead to reduced service for customers. The merger may lead to a decline in technological innovation due to loss of rivalry in making product enhancements. The merger may further lead to a deterioration in the accuracy of the data compiled duc to loss of competition in securing and verifying data.

VIOLATIONS CHARGED PAR. 11. The merger described in paragraph four constitutes a violation of Section 5 of the FTC Act, 15 U.S. c. 45. SOFTSEARCH HOLDIJGS, INC. , ET AL.

Decision and Order PAR. 12. The merger described in paragraph four, if consummated, would constitute a violation of Section 7 of the Clayton Act, 15 U. c. 45, and Section 5 of the FTC Act, 15 U.S, DECISION ANTI ORDER The Federal Trade Commission ("Commission ) having initiated an investigation ofthe proposed merger of Dwight's Energydata, Inc. wholly-owned subsidiary of Softsearch Holdings Inc. respondent"), and Petroleum Infonnation Corporation, a wholly-owned subsidiary of GcoQucst International Holdings, Inc. respondent" ), having been furnished with a copy of a draft complaint that the Bureau of Competition proposed to present to the Commission for its consideration, and which, if issued by the Commission, would charge respondents with violations of the Clayton Act and Federal Trade Commission Act; and Respondents, their attorneys, and counsel for the Commission having thereafter executed an agreement containing a consent order an admission by respondents of all the jurisdictional facts set forth in the aforesaid draft of complaint, a statement that the signing of said a!,'Teemcnt is for settlement purposes only and does not constitute an admission by respondents that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission s Rules; and The Commission having thereafter considered thc matter and having detennined that it had reason to believe that the respondents have violated the said Acts, and that complaint should issue stating its charges in that respect, and having thereupon accept cd the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, and having duly considered the comments received, now in further confonnity with the procedure prescribed in Section 2.34 of its Rules, the Commission hereby issues its complaint, makes the followingjurisdietionaJ findings and enters the following order:

I. Respondent SoftSeareh Holdings, Inc. is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its offce and principal place of business located at Suite A, 1202 Estates Drive, Abilene, Texas. Its wholly-owned subsidiar, Dwight's Energydata, Inc. is a corporation Decision and Order 124 FTC. organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 1633 Firman Drive, Richardson, Texas. Dwight' Energydata, Inc. holds a 37 percent interest in Graphics Information Technologies, Inc. ("GITI"), a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware. GITI has no operating assets, but since the formation of Tobin Data Graphics LLC in June 1994, GITI has held a 50% percent interest in Tobin Data Graphics LLC.

2. Respondent GeoQuest International Holdings, Inc. is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware with its offce and principal place of business located at 5333 Westheimer Drive Houston, Texas. GeoQuest is a holding company and has no operating assets. Its principal subsidiary is Petroleum Information Corporation, a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 5333 Westheimer Drive, Houston, Texas.

3. Tobin Data Graphics LLC is a Texas limited liability company, with its offce and principal place of business located at 114 Camp Street, San Antonio, Texas.

4. The Federal Trade Commission has jurisdiction ofthe subject matter of this proceeding and ofrespondents, and the proceeding is in the public interest.

ORDER it is ordered That, as used in this order, the following definitions shall apply:

A. Dwight means SoftScarch Holdings, Inc. , its directors offcers, employees, agents and representatives, successors, and assigns; its subsidiaries, divisions, groups and affliates controlled by Softsearch Holdings, Inc. , and the respective directors, offcers employees, agents and representatives, successors and assigns of each.

E. Pic" means GeoQuest International Holdings, Inc. , its directors, offcers, employees, agents and representatives, successors SOFTSEARCH HOLDINGS, IKC. , ET AL.

Decision and Order and assigns; its subsidiaries, divisions, groups and affliates controlled by GeoQuest International Holdings, Inc. , and the respective directors, offcers, employees, agents, and representatives successors and assigns of each.

e. TDG " means Tobin Data Graphics LLC, its directors, offcers employees, agents and representatives, successors, and assigns; its subsidiares, divisions, groups and affliates controlled by Tobin Data Graphics LLC, and the respective directors, offcers, employees agents, and representatives, successors and assigns of each. D. Graphics Information Technologies, Inc. is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware with its offce and principal place of business located at 1560 Broadway, Suite 903 , Denver, Colorado. E. HPDI, LLC. is a Texas limited liability company with its offce and principal place of business located at 9300 Research Boulevard, Suite 306, Austin, Texas.

F. Respondents means Dwight's and PIe.

G. The Merger means the proposed combination of the businesses of Dwight' s Energydata, Jnc., and Petroleum JnfoDlation Corporation.

H. Commission means the Federal Trade Commission. 1. Relevant product means well data and production data. J. Well data means infoDlation in any media concerning the location, peDlitting, drilling activity or completion of any oil or gas well located in the United States, including U.S. terrtorial waters and related infoDlation.

K. Well header data means the following infoDlation regarding an oil, gas, or other well: API Number, Surface and Bottom Hole Locations (Township, Range, Section, Area, Block, Section, Survey, Abstract, and Footage Calls), Lease Name and ID, Well Number PeDlit Number, Operator Name, Total Depth, Completion or Plugging Date, Final Status, Class, Field Name, Elevation, and Dwights ID.

L. Production data means infoDlation in any media concerning the identity, location and volume of fluids, including, but not limited , oil, water, and natural gas, produced ITom or injected into any oil or natural gas well or leases located in the United States, including S. territorial waters, and related infoDlation. M. Acquirer means the person or persons approved by the Commission to acquire the specified data.

FEDERAL TRADE COMMISSIOK DECISIONS Decision and Order 124 f.TC N. Divest means to grant a perpetual, world-wide license to the Acquirer, with the right, subject to the tenns of this order, to use combine with other infonnation, reproduce, market, assign or otherwise transfer, and sublicense the specified data, O. Specifed data means digital well data and production data that are included in one or more ofthe Schedule A products and the well header data received by Dwight's from TDG under the Data Exchange and Sales Representative Agreement entered into on June 1995.

P. Schedule A products means those products listcd in Schedule A ofthis order.

Q, Shared employee means any person whose salar or other compensation for services rendered is paid, directly or indirectly, by both TDG and Petroleum Infonnationlwight' R. Petroleum Information/Dwight means the entity that is created as a result of the Merger.

S. Royalty-based compensation means a payment to a vendor or licensor based, directly or indirectly, upon the revenue gcncrated by the sale of the vendor s or licensor s well data or production data. II.

It is further ordered That:

A. Following completion ofthc Merger, respondents shall divest the specified data, absolutely and in good faith, at no minimum price consistent with the provisions of this order, either to (1) HPDI L.L.C, pursuant to, and in accordance with the time frame set out in paragraph 2(a) of, the License Agreement for specified data entered into between Dwight's and HPDI, L.L.C , dated September 18 , 1996 (Exhibit A hereto); or (2) another person that receives thc prior approval of the Commission, and only in a manner that receives the prior approval ofthc Commission. Provided, however, if, at the time the Commission detennines to make this order final, the Commission notifies respondents that HPDI, L.L.C, is not an acceptable acquirer then respondents shall not divest the specified data to HPDI, L.L.C upon expiration of the divestiture period described in paragraph IILBA of thc order, respondents shall have no further obligation to divcst.

B. The purpose of the divestiture of the specified data is to ensure thc continued use of the specified data in the same type of business , ( SOFTSEARCH HOLDlI\GS, INC., ET AL Decision and Order in which the specified data is used at the time of the Merger, and to remedy any lessening of competition resulting from the Merger as alleged in the Commission s complaint.

C. After the specified data has been divested, respondents shall not exercise any right they may have, whether at common law, in equity, or in bankuptcy or reorganization (including through obtaining any equity interest in a reorganized debtor) or otherwise, to tenninate the license granted under this order or to seek to have such license tenninated, or to require, or seek to require, the Acquirer or its successor or assignee to return the specified data. It is further ordered That:

A If respondents have not divested, absolutely and in good faith and with the Commission s prior approval, the specified data, the Commission may, on the date this order becomes final, or at any time thereafter, appoint either Ben C. Burkett, II, of Burkett Consulting, Dallas, Texas Burkett") or someone else to act as trustee to divest the specified data. In the event that the Commission or the Attorney General brings an action pursuant to Section 5(1) of the Federal Trade Commission Act, 15 U.S.c. 45(1), or any other statute enforced by the Commission, respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee pursuant to Section 5(1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the respondents to comply with this order.

B. If a trustee is appointed by the Commission or a court pursuant to paragraph III.A of this order, respondents shall consent to the following terms and conditions regarding the trustee s powers, duties authority, and responsibilities:

1. The Commission either (1) shall select Burkett to be the trustee under the tenns of a trustee agreement as set out in Exhibit B hereto; or (2) shall select another trustee subject to the consent of respondents, which consent shall not be umcasonably withheld. The trustee, if not Burkett, shall be a person with experience and expertise Dccision and Order 124 ftc in acquisitions and divestitures, Ifrespondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee, other than Burkett, within ten (10) days after notice by the staff of the Commission to respondents of the identity of any proposed trustee, respondents shall be deemed to have consented to the selection of the proposed trustee.

2, Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest the specified data.

3. Within ten (10) days after appointment of the trustee respondents shall execute a trust agreement that, subject to the prior approval of the Commission, and in the case of a court -appointed trustee, of the court, transfers to the trustee al1 rights and powers necessary to pennit the trustee to effect the divestiture required by this order. Such agreement may contain provisions requiring the trustee to protect against unauthorized disclosure or use of the specified data before the specified data is divested. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in paragraph II. 3 to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve (12) month period, the trustee has submitted a plan of divestiture or believes that divestiture can bc achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the Court; provided, however, the Commission may extend this period only two (2) times for up to twelve (12) months each time. 5. The trustee shall have full and complete access to the specified data and to the personnel, books, records and facilities related to the specified data or to any other relevant information, as the trustee may reasonably request. The trustee may require that a repository be established to allow for examination of the specified data by prospective Acquirers. Respondents shall devclop such financial or other infonnation as such trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee s accomplishment of the divestiture. Any delays in divestiture caused by respondents shall extend the time for divestiture under this paragraph in an amount equal to the delay, as detennined by the Commission or, for a court-appointed trustee, by the court.

SOFTSEARCH HOLDIKGS INC. ET AL.

Decision and Ordcr 6. The trustee shall make reasonable efforts to negotiate the most favorable price and tenns available in each contract that is submitted to the Commission, subject to respondents' absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to the Acquirer as set out in paragraphs II and II of this order, provided, however, ifthe trustee receives bona fide offers from more than one acquiring entity, the trustee shall submit all such bids to the Commission, and if the Commission detennines to approve more than one such acquiring entity either for the whole data set or for any of the same parts of the data set comprising the specified data, the trustee shall divest to the acquiring entity or entities selected by respondents from among those approved by the Commission. The Commission may approve divestiture of parts of the specified data to different acquiring entities but in no event will there be more than onc Aequirer for either the whole data set comprising the specified data, or any of the same parts of the data set comprising the specified data. 7. The trustee shall serve, without bond or other security, at the cost and expense ofrespondents, on such reasonable and customary tenns and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at thc cost and expense of respondents, and at reasonable fees, such consultants, accountants attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are reasonably necessary to candy out the trustee s duties and responsibilities. Thc tmstec shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and in the case of a court-appointed tmstee, by the court, of the account of the tmstee including fees for his or her services, all remaining monies shall bc paid at the direction of thc respondents, and the trustee s power shall be terminated. The trustee s compensation shall be based at least in significant part on a commission arrangement contingent on the tmstee s divesting the specified data.

8. Respondents shall indemnify the trustec and hold the tmstee hannless against any losses, claims, damages, liabilities, or expenses arising out of, or in cOlmection with, the perfonnance of the tmstee duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from Decision and Order 124 FTC. misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee, 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in paragraph IILA of this order.

10. Consistent with the tenns ofthis order, the Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be reasonably necessary or appropriate to accomplish the divestiture required by this order. Notwithstanding paragraph IV.G herein, such additional orders or directions may provide for, among other things, giving the Acquirer the right to use the record layouts specified in paragraph IV.A when sublicensing the specified data, with provisions that insure against confusion of the origin of the data.

11. The trustee shall have no obligation or authority to operate or maintain the specified data.

12. The trustee shall report in writing to respondents and the Commission every sixty (60) days concerning the trustee s efforts to accomplish divestiture.

IV.

It is further ordered That:

A. The specified data shall be delivered to the Acquirer in machine-readable, usable fonn in the record layouts in Annex 1 of this order for well data, Annex 2A of this order for production data Anex 2B ofthis order for the Texas oil test (WI 0) file; Anex 2C of this order for the Louisiana oil test (DM1R) file; and Annex 3 of this order for Petroleum Data System (PDS) data, which support the Dwight s Petroleum Rescrvoirs CD-ROM. Respondents shall provide thc Acquirer the specified data in the computer code set in which the records are maintained or in industry standard (8-bit) ASCII, at thc Acquirer s option.

B. Respondents shall provide the Acquirer with all existing technical system documentation and user documentation rc1ating to the specified data. Such documentation includes, but is not limited to , aa description of all data elements in Dwight's Well Data System description of thc data file in Dwight's A-File (unpacked) file; a description of the test file in the Texas oil test (W10) file; a SOFTSEARCH HOLDINGS, INC, ET AL.

Dccision and Order description of thc test file in the Louisiana oil test (DM1R) file; Dwight' s "Data Item Manual;" and the keys to all codes used by Dwight' , whether maintained in machine-readable fomat, hard copy, or microfiJm, C. Respondents shall provide Acquirer with data that is CUITent as ofthe date of the divestiture for all data elements that were included in any Schedule A product on the date on which the Commission accepts this order for comment, to the extent that data exist on any Dwight' s computer records.

D, Respondents shall make no claim to ownership, title, or interest in any product derived from the specified data by the Acquirer.

E. Respondents are not required to provide the Acquirer the right to sublicense well identifier codcs, field and reservoir codes, and operator codes, to the extent that such codes are unique to Dwight' However, respondents shall provide Acquirer with the right to provide its licensccs with a cross-reference to enable a licensee to convert fiom Dwight's codes to the Acquircr s codes. F. Respondents are not required to provide Acquirer (a) any latitude or longitude data that respondents posscss solely by reason of the Data Exchangc and Sales Representative Agreement entered into between Dwight' s and TDG on June 1 1995; (b) any software or any rights to use or subliccnsc any softare; or (c) any calculation of estimated future recoverable oil or gas reserves. G, Respondents are not required to provide Acquirer the right to use the record layouts specified in paragraph IV.A when sublicensing the specified data.

H. The Acquirer shall not transfer or sublicense any rights to any specified data in any manner that would have the effect of creating additional independent vendors for the whole or any part of thc specified data. Notwithstanding the above, Acquirer shall have the right to, among other things: assign or otherwise transfer all of its rights to and interest in all or part of the specified data to another person; create distributorships or appoint sales agents for liccnsing of the specified data; or license the specified data to geological libraries for use by their members on a read-and-print-only basis. In addition Acquirer shall have the right to enter into data exchange agreements wherein the recipient of the Acquircr s data has the right to market and sublicense the specified data, provided that the recipient under such data exchange agreement shall not grant a license or other right Decision and Order 124 FTC. to specified data, or otherwise knowingly make the specified data available, to any person unless such person has agreed not to transfer or sublicense the specified data and not to make the specified data publicly available. Respondents shall not enforce any restriction on the Acquircr s right to transfer or sublicense the specified data in the event that a court or an administrative agency, in a procecding involving the respondents, issues a final order from which no appeal has been or can be taken, detennining that all or a portion of the specified data is not protected intellectual property, Within 30 days of the issuance of such an order, respondents shall notify the Commission and the Acquircr that restrictions on the transfer or sublicense contained in the License Agreement will not be enforced with respect to the portion of the specified data that was detennined to be unprotected intellectual property.

1. Upon rcasonab1e notice to respondents from the Acquirer respondents shall provide such assistance to the Acquirer as is reasonably necessary to ensure that the purpose of the divestiture of the specified data is accomplished. Such assistance shall include reasonable consultation with knowledgeable employees of respondents for a period of time suffcient to ensure that the Acquirer s personnel are appropriately trained in the sources and processing of the data contained in the specified data. Respondents however, shall not be required to continue providing such assistance for more than twelve (12) months from the date of the divestiture. Respondents may charge thc Acquircr at a rate no greater than their direct costs for providing such technical assistance. Direct costs consist of expenses and the salary and benefits attributable to respondents' employees actually providing assistance, for the time required for the provision of such technical assistance, and variable overhead, including out-of-pocket expenses.

J. Respondents may take reasonable steps with respect to their employees to assure that the confidentiality of their proprietary data is not compromised, but respondents shall not impose non-competition agreements that have the purpose or effect of interfcring with the ability of the Acquirer to rccruit or employ respondents' employees.

K. Respondents, upon 24 hours advance notice by the Acquirer shall provide Acquirer, at Acquirer s expense, reasonable access to and the right to copy, any data-source document or data in respondents' possession that was used to compile the specified data to the extent respondents have such data-source document or data at SOFTSEARCH HOLDINGS, l'c. , ET AL.

Decision and Order the time of the request. Respondents may charge the Acquirer only for respondents' direct costs in providing such access or copying, Direct costs consist of the salary and benefits attributable to respondents' employees for the time required for the provision of such access and copying, and variable ovcrhead, including out-of-pocket expenses, L. Within ten (10) days after divestiture of the specified data Dwight' s shall assign to the Acquirer all of its rights under and interest in the Data Exchange Agreement of July 1 , 1993 , with The Independent Oil & Gas Service, Inc. ("Independent"), which relates to well data in Kansas. IfIndependent consents to such assignment Petroleum Informationlwight's shall promptly remove from its products all data acquired from Independent under the Data Exchange Agreement of July 1 , 1993, and all predecessor agreements and provide the data to the Acquirer in the record layout specified in paragraph IV. above; provided, however, that Pctroleum Information/Dwight' s shall be tree to negotiate a new agreement with Independent. Such new agreement may neither be exclusive nor contain a royalty-based compensation provision. If Independent does not consent to such assignent, Dwight's shall promptly terminate the Data Exchange Agreement in accordance with its terms and provide any data to which Dwight' s has an ownership right under said Agreement to the Acquirer in the record layout specified in paragraph IV.A M. Within ten (10) days after divestiture of the specified data Dwight' s shall assign to the Acquirer all of its rights under and interest in the Joint Marketing Agreement of July 1 , 1994, with Munger Oil Information Services, Inc. ("Munger ), which relates to well data for California, Oregon, Pacific Federal Offshore, Alaska and Washington, If Munger consents to such assignment, Petroleum Information/Dwight' s shall promptly remove from its products all data acquired from Munger under the Joint Marketing Agreement of July 1 , 1994, and all predecessor agreements and provide the data to the Acquirer in the format specified in paragraph IV.A above; provided, however, that Petroleum Informationlwight' s shall be tree to negotiate a new agreement with Munger. Such new agreement may neither be exclusive nor contain a Royalty-based compensation provision. If Munger does not consent to such assignment, Dwight' shall promptly terminate the Joint Marketing Agreement in accordance with its terms and provide any data to which Dwight' s has Decision and Order 124 f.TC. an ownership right under said Agreement to the Acquirer in the record layout specified in paragraph IV.

It is further ordered That respondents shall provide to the Commission staff or a Repository designated by the Commission staffa copy of the specified data that was provided to the Acquirer a copy of all Schedule A products as of the date on which the Commission accepts this order for comment, and a copy of all Dwight' s CD-ROM products published and offered for sale to customers immediately prior to the divestiture of the specified data. VI.

It is further ordered That, for a period of ten (10) years from the date this order becomes final, respondents shall not, without prior notification to the Commission, directly or indirectly: A. Acquire any stock, share capital, equity, or other interest in Graphics Information Technologies, Inc., or in any person engaged in the distribution of a relevant product at any time within the two years preceding such acquisition;

B. Enter into any agreements or other arrangements with any person whose principal business is distributing a relevant product, to obtain direct or indirect ownership, management, or control of any preexisting data bases that are or were used in such business; or C. Acquire from anyone entity cumulatively during any period of three consecutive calendar years (a) the exclusive ownership of records containing well data covering more than 75 000 wells in any one state except Texas, or 250 000 wells in the State of Texas or (b) either the exclusive right, or a non-exclusive right with a royalty-based compensation, to market well data covering more than 000 wells in anyone state except Texas, or 250 000 wells in the State of Texas. Respondents shall have the right to rely upon the supplying entity s best estimates, at the time of the acquisition concerning the number and locations of the covered wells. In detennining whether notification may be required by this provision well records that have been included in a previous notification under this provision or under 15 U.S. c. 18a shall not bc considered. SOFTSEARCH HOLDINGS ET AL Decision and Order VII.

It is further ordered That the prior notifications required by paragraph VI of this order shall be given on the Notification and Report Fonn set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended (hereinafter referred to as the Notification ), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of respondents and not of any other party to the transaction. Respondents shall provide thc Notification to the Commission at least thirty days prior to consummating any such transaction (hereinafter referred to as the "first waiting period"). If within the first waiting period, representatives of the Commission make a written request for additional infonnation, respondents shall not consummate the transaction until twenty days after substantially complying with such rcquest for additional information. Early tennination of the waiting periods in this paragraph may be requested and, where appropriate, granted by letter ftom the Bureau of Competition.

Provided, however, that prior notification shall not be required by paragraph VI of this order for a transaction for which notification is required to be made, and has been made, pursuant to Section 7 A of the Clayton Act, 15 U. c. 18a.

VII It is further ordered That within thirty (30) days after the date this order bccomcs final and every thirty (30) days thereaftcr until respondents have fully complied with the provisions of paragraphs II , IV, and V of this order, respondents shall submit to the Commission a vcrified written report setting forth in detail thc manner and fonn in which they intend to comply, are complying, or have complied with this order. Respondents shall include in their compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with the order.

FEDERAL TRADE COMMISSIO'\ DECISIONS Dccision and Order 124 FTC IX.

It is further ordered That:

A. Within ten days of receiving notification from the Commission staff that the specified data has been divested to the Acquirer, TDG shall offer to the Acquirer, its successor, assignee, agent or distributor (collectively, "Acquirer" for purposes of this paragraph), a Sales Representative Agreement in the fonn of Exhibit C hereto. The tenns of any sales representative agreement between TDG and the Acquirer shall cover the same products and be at least as favorable to the Acquirer as the tenns agreed to from time to time between TDG and Petroleum Infonnation/wight's. The Sales Representative Agreement for the Acquirer shall be non-terminable by TDG, except under the following circumstances:

1. The breach of material terms by the Acquirer or the Acquirer inability to pay. In the case of such a breach, the obligations of TDG shall resume upon cure of the breach. In the case of receivcrship or voluntary or involuntary bankruptcy, or the institution of proceedings therefor, the obligation of TDG under this paragraph may be suspended until thc appointment of a trustee or a successor to operate the Acquirer s business or a debtor in possession; or 2. TDG no longer maintains a Sales Representative Agreement with Petroleum 1nfonnationJDwight's and there are no other joint selling arrangements between TDG and Petroleum InfonnationJDwight' s for a particular product. B. TDG shall not disclose to any offcer, director, or employee of Petroleum InfonnationJDwight s or any sharcd employee any infonnation that TDG receivcs from the Acquirer regarding (I) the Acquirer s actual or prospective customers, (2) the content of any customer proposals or offers made by the Acquirer, or (3) the tenns of any individual customer dealings with TDG or the Acquirer. C. Within 30 days ofreceiving notification from the Commission staff that the specified data has been divested to the Acquirer, TDG shall submit to the Commission a copy of the Sales Representative Agreement entered into with Petroleum InfonnationJDwight' s and with the Acquirer. For three years after the date this order becomes final, TDG shall submit to the Commission any revisions or amendments to such agreements within thirty (30) days of their execution.

SOFTSEARCH HOLDNGS , 1r-C., ET AL.

Decision and Order It is further ordered That, for the purpose of detennining or securing compliance with this order, and subject to any legally recognized privilege, upon written rcquest and reasonable notice each respondent and TDG shall pennit any duly authorized representative of the Commission:

A. Access, during offce hours and in the presence of counsel, to inspect and copy all books, ledgcrs, accounts, correspondence memoranda and other records and documents in the possession or under the control of respondent relating to any matters contained in this ordcr; and B. Upon five (5) days' notice to the appropriate respondent, and without restraint or interference, to intcrvicw offccrs, directors, or employees of the respondent, who may have counsel present. XI.

It is further ordered That respondents and TDG shall notify thc Commission at least thirt (30) days prior to any proposed change in the corporate respondents or TDG such as dissolution, assignment sale resulting in thc emergcnce of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporations that may affect compliance obligations arising out of thc order.

SCHEDULE A 1. Dwight s Production Data eD.-Rom Products West Coast Area, consisting of California, Oregon, Pacific Federal Offshore Alaska Gulf Coast Area, consisting of Arkansas, Louisiana, Mississippi, Alabama Florida, Federal Offshore, Coastal Counties of Texas MidContinent Area, consisting of Arkansas, Kansas, \iichigan, Oklahoma and Texas Railroad Commission District 10.

Texas Area, consisting of all of Texas Rocky Mountain Area, consisting of Arizona, Colorado, Montana, New 'Iexico, c-orth Dakota, South Dakota, Wyornmg, c-ebraska, c-evada, Utah II. DWight's Discover SCOUT CD-ROM Products Gulf Coast Area, consisting of Arkansas, Louisiana, :\ississippi, Alabama Florida, Federal Offshore MidContinent Area, consistmg of :\orthern Arkansas, :\ichigan, Oklahoma and Texas Railroad Commission District 10 Texas Area, consisting of alj of Texas Decision and Order 124 F. Rocky Mountain Area, consisting of Arizona, Colorado, Montana, New Mexico, Korth Dakota, South Dakota, Wyoming, Nebraska, Nevada, Utah Idaho II. Dwight s Discover CD-ROM Products Oklahoma Area, consisting of Oklahoma Rocky Mountain Area, consisting of Arizona, Colorado, Montana, Kew Mexico, North Dakota, South Dakota, Wyoming, Nebraska, Nevada, Utah Idaho IV. Dwight s Petroleum Reservoirs (DPR) With Operated Production CD-ROM Products State of Alaska State of California Pennan Basin Texas & Southeast New Mexico State of Oregon Gulf Coast Area, consisting of Alabama, Arkansas, Florida, Gulf of Mexico Offshore, Louisiana, Mississippi, Texas Railroad Commssion Districts 2, 3 and 4 MidContinent Area, consisting of Arkansas, Kansas, Oklahoma, Texas Railroad Commssion District Rocky ountain Area, consisting of Arizona, Colorado, :vontana, North Dakota, South Dakota, Utah, Wyoming, New Mexico . . . :: , ,, . ! .. :.\:: ,. , , .. . SOFTSEARCH HOLDINGS , I='C. , ET AL.

Decision and Order ANCEX 1 We;, 2u:i) e;c : of 7 ord Layout ror Comma Delimited FiJe TIe opooo. ID I:rt ""TIS inor:::o. i. 1 !cr.1 ?r.-V.: .It: I'Cl wr i.pcrtg "..o. irHLJ Ipn: c.. ': :I::DUI e::1 !d""j".l r=r. i:1.;'.."" by =. F ue:tt 11!::Jf e A.::C- IUr:I.':c. ': double qu. :I::y 5e ..-;eal q-:tc is rod 1. l!e:i .u:\ =ID RLI''IJ.N"w (OO",o11ft"" J .o,\ c:'NC:CEA': CC ." wrc:OE:

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Decision and Order ANJ\EX 3 DWIGHT'S PETROLECM DATA SYSTEM TOTAL FORMAT DPDS/TOTAL Fixed-Format Specification Tape Strcture A DPDSrrOTL Fixed-Format data tape contains data from the Dwight's Petroleum Data System Oil and Gas fie (TOTAL) database. Tberc are three versions of the DPDS/TOTAL Fixed-Format fie:

The Initial Load format will contain all information about each Field or Reservoir.

The L"pdate fonnat wil contain only information that has been updated since the previous release.

. The Special format wil contain all information about each Field or Reservoir in a custom-defined area.

There are multiple physical fies per tape. Each tape begins with a Tape Header File. This file contains one record, a Tape Header Record (Record type 0000), which identifies the information present on the tape. The remaining files are divided into TOTAL Area Groups. Each TOTAL Area Group has: File Header File. This fie contains one record, a File Header Record (Record Type 0001), which identifies the DPDS Area to which the data file applies. Data File. This file contains the actual DPDS/TOTAL data. Refer to the attached tape specifications for the format of the data file. The last record in the Data File will always be a File Total Record (Record Type 9900). The File Total Record contains control totals which can be used to verify that the update completed successfully.

The last fie on the tape is a Tape Total File. This fie contains one record, a Tape Total Record (Record Type 9999), which contains control totals which can be used to verify that the update completed successfully. Each file on the DPDS/TOTAL Fixed-Format tape has a record length of 140. Thc records are blocked at 114 records per block for a blockslze of 15 960. Tapes can be produced using either the EBCDIC or ASCII character set. Tapes can be produced at a density of 1600 or 6250 bpi. Dwight s uses industry-standard 2400 feet, 9-track tapes. Record Type Rclationsbips Each record contains a Unique Record identifier and a Transaction Code. The unique Record Identifier (L'NIQID) will specifically identify one, and only one field or reservoir record in DPDS/TOTAL. The Transaction Code indicates the action to be taken to update the data associated with the TOTAL field or reservoir record. There are three Transaction Types:

FEDERAL TRADE COMMISSION DECISIO)!S Decision and Order 124 FTC. The Add Transaction Type (A) indicates that the data on the transaction record did not previously exist and should be added to the file. An Initial Load tape will consist of only Add transactions. If an Add transaction is encountered on Record Type 0100, this indicates a new field or reservoir to be added to the file. An Add transaction on other record types indicates that the data on that transaction record should be added to the field or reservoir record identified by the Unique Record Identifier.

The Change Transaction Type (C) indicates that one or more data items on the transaction record has been updated. All data items on the TOTAL field or reservoir record should be updated with the values provided on the Change transaction. The Dc1ete Transaction Type (D) indicates that all data items on the transaction record have been deleted from the DPDS/TOTAL file. If a Delete transaction is encountered on Record Type 0100, ths indicates that the entire field or reservoir record has been deleted from the DPDS/TOTAL file. A Delete transaction on other record types indicates that only those data items on that transaction have been deleted from the field or reservoir record. Data Types There arc three data types used by the DPDS/TOTAL Fixed-format Specification. The Data Type is mdicated by an A, N, or L in the "Type" column of the Fixed- Format Specification that follows. The three data types arc: The Alpha-Numeric data type (A) indicates text data and can contain letters numbers, and special characters. Alpha-numerica data is left-justified. The 1\umeric data tye (N) contains a numerica value only. The numbers are FORTRA)J-compatible. The numbers do not contain leading zeros, and have an explicit decimal point ifnot a whole number. A numeric a specification is provided in the "Format" column. The numeric specification is given in the fonnat " where "W" is the total field width, and "D" is the number of decimal digits. The Logical data type (L) contains either a " 1" or a blank. The !I I" indicates a "TRUE" condition, and the blank indicates a "FALSE" condition. EXHIBIT A LICENSE AGREEMENT FOR SPECIFIED DATA This Agreement is made by and between Dwight s Energydata, Inc. , a Delaware corporation, located at 1633 Finnan Drive, Richardson, Texas 75081 (hereinafter referred to as "DwIght's ), and IIPDI, L.L.c. , located at 9300 Research Boulevard, Suite 306, Austin, Texas (hereinafter referred to as "Licensee ). This Agreement replaces and supersedes an Agreement between the partes signed as :vay 2 , 1996, which earlier Agreement shall be null and void. I. LICENSE A'\D DATA (a) Dv,!ight s hereby grants to Licensee, subject to the tenns and provisions of this Agreement, a perpetual, worldwide, nonexclusive license (the "License ) to use, combine with other information, reproduce and market, with the rights provided herein to sublicense, assign or otherwise transfer, the digital well data and the digital production data described on Schedule A hereto (collectively the SOFTSEARCH HOLDIKGS INC. ET AL.

Decision and Ordcr Specified Data ). The License shall become effective on the Effective Date (as hereinafter defined) upon the payment by License of the initial installment of the License Fee (as hereinafter defined) in accordance with paragraph 3 hereof. (b) Dwight s shall deliver the Specified Data to Licensee in machine-readable fonn in thc record layout in Annex I to Schedule A hereto (for well data), in the record layouts in Annexes 2A, 2B and 2C to Schedule A hereto for production data the Texas oil test (WIO) file and the Louisiana oil test (DMIR) file) and II the record layout II Annex 3 to Schedule A hereto (for Petroleum Data System (PDS) data). The Specified Data so delivered shall be in the computer language in which Dwight s records therefor are maintained or, ifrequested in writing by the Licensee at least ten days prior to the Effective Date, II industry standard (8-bit) ASCII, or in any other mutually agreeable fonnat. Delivery of the Specified Data shall be in accordance with the following schedule:

(I) A copy of the well data portion of the Specified Data, cunent as of each date of delivery, shall be delivered (A) II a single delivery within ten days after the Effective Date L J.

(ii) A copy of the production data portion of the Specified Data for the states of Texas, Louisiana, Oklahoma, New Mexico, Kansas and Colorado and for Guld Offshore (the "HPDI Areas ), cunent as of each date of delivery, shall be delivered (A) in a single delivery within ten days after the Effective Date L J. (iii) A copy of the production data portion of the Specified Data for all areas other than the HPDI Areas (the "Kon-HPDI Areas ), current as of each date of delivery, shall be delivered (A) in a single delivery within ten days after the Effective Date L 1- (iv) A copy of the PDS data portion of the Specified Data, cunent as of each date of delivery, shall be delivered (A) II a single delivery within ten days after the Effective Date L J.

The Specified Data so delivered shall be accompanied by well identifier codes field and reservoir codes and operator codes created by Dwight s for use by Licensee to the same extent as Dwight s has created such codes for its own use. (c) Each portion of the Specified Data shall be cunent as of the date of its delivery for all data elements included in the products listed on Schedule A hereto that are part of the delivery. Dwight s shall have no obligation to provide updates with respect to Specified Data after the date of delivery thereof L J. (d) Notwithstanding the foregoing, and subject to paragraph 1(f) hereof Licensee shall have no right to market, sublicense, assign or otherwise transfer the record layouts and formats set forth in Annexes 1 , 2C or 3 to Schedule A hereto, any proprietary well identifier codes, field and reservoir codes or operator codes of Dwight s or any other proprietary formats of Dwight's. In no event shall Licensee acquire any right under this Agreement to (i) any latitude or longitude data that Dwight's possesses solely by reason of the Data Exchange and Sales Representabve Agreement dated June I , 1995, with Tobin Data Graphlcs LLC ("TDG"), (ii) any software (or any intellectual property or other rights in respect thereof) or (iii) any calculation of estimated future recoverable oil and gas reserves. "Vithout limiting the foregoing, it is acknowledged that the Agreement Containing Consent Order (In the Matter of Softsearch Holdings, Inc. , and GeoQuest International Holdings, Inc. , File No. 951-0130) in the form executcd by DWlght for acceptance by the Federal Trade Commission (the "Order ), contemplates that Decision and Order 124 FTC Licensee shall be offered a Sales Representative Agreement by TDG covering the same products and on as favorable terms as those agreed to from time to time between TDG and Petroleum Informationlwight' s (as hereinafter defined). (e) At the time of delivery of each porton of the Specified Data. Dwight s shall provide Licensee for its own use a copy of all technical system documentation and user documentation relating to such Specified Data then in existence. With respect to the Specified Data as a whole, such documentation shall include, but is not limited to, a description of all data elements in Dwight s Well Data System, a description of the data file in Dwight's A- File (unpacked) fie; a description of the test file in the Texas oil test (WID) file; a description of the test file in the Louisiana oil test (DMIR) file; Dwight s "Data Item Manual" and the keys to all codes created by Dwightls for use by Licensee pursuant to paragraph l(b) above. (I) On the Effective Date, Dwight s shall provide Licensee, in rnachinereadable fonn as described in paragraph l(b) above, with a cross-reference to enable License and its Sublicensees to convert from Dwight's proprietary codes to non-proprietary codes.

2. LICENSE TERM (a) This Agreement shall becornc effective on the 1atcst of (1) the date the assets of Dwight s are transferred to Petroleum Informationiwight, L.L.c. Petroleum TnfonnatioruTIwight ) pursuant to the Formation Agreement to be entered into by Dwight s and GeoQuest International Holdmgs, Inc. , or (ii) the date the order becomes final; or (iii) the date the Federal Trade Commission approves divestiture to HPDI. L.L.c. pursuant to the order, n (the latest such date being herein referred to as the "Effective Date ), and shall remain in effect unless and until it is terminated in accordance with the terms hereof or applicable law. Dwight s shall have no obligation to Licensee to effect such transfer or obtain such issuance or approval, any of which may be abandoned at any time for any reason or no reason. :'othing contained in the immediately preceding sentence is intended to, or shall permit Dwight s to license the Specified Data to a higher bidder pursuant to the order while Licensee is ready, willing and able to perform its obligations under this Agreement, if such transfer occurs and the Federal Trade Commission continues to require the License as contemplated by the order. (b) Dwight's shall have no right, whether at common law, in equity, or in bankptcy or reorganization (including through obtaining any equity interest in a reorganized Debtor) or otherwise, to termate the License or to seek to have the License terminated, or to require, or seek to require, the Licensee to return the SpcCJfied Data.

(c) Licensee may terminate the License only by assignment as provided in paragraph 6, herein.

3. Llce:-SE FEE (a) Licensee shall pay to Dwight s the sum of Sr J for the license granted hereunder (the "License Fee ) io accordance with the followmg schedule: ( J. The amount of the License .Fee remaining unpaid from time to time shall bear interest at the rate of ( J% per annum, compounded monthly, payable annually on each anniversary of the Effective Date and on the date on which such amount matures whether by acceleration or otherwise. Such amount shall be evidenced by a SOFTSEARCH HOLDINGS, INC., ET AL.

Decision and Order negotiable promissory note of Licensee, payable to the order of Dwight ' , in form and substance reasonably satisfactory to Dwight, which shall be delivered by Licensee to Dwight s on the Effective Date.

(b) Licensee shall be responsible for and shall pay all sales, use, transfer or other taxes, however designated, levied or based on the License Fee, the License or any other rights granted under this Agreement, exclusive of taxes based on the overall income or capital of Dwight ' 4. PROPERTY RIGHTS: CO:-FIDE'\TIALITY (a) o title to or ownership interest in any of the Specified Data or any other information provided pursuant to this Agreement is transferred to Licensee hereby. The Specified Data and all such other infonnation, regardless of the fonn, fonnat and media in which they are contained, are and remain the exclusive property and trade secrets of Dwight s notwithstanding the license granted hereby. Dwight retains all copyright interests in the Specified Data, whether published or unpublished, all trade secrets and all other intellectual or proprietary rights in the Specified Data and other information provided pursuant to this Agreement. (b) Licensee hereby acknowledges that the Specified Data and other information provided pursuant to this Agreement contain trade secrets and other proprietary information of Dwight (c) Licensee shall keep the Specified Data and such other information received from Dwight s under this License confidential in accordance with this Agreement. Licensee shall take all steps necessary or reasonably requested by Dwight s to assure that it, its sublicensees and others to whom Licensee may from time to time make the Specified Data available in accordance with this Agreement shall avoid unauthorized publication, use or disclosure of the Specified Data, and otherwise shall not permit the Specified Data to become publicly available. (d) Licensee shall have no right to use the name "Dwight " or " PI" or Petroleum Information" (or any variations thereof) or any trademarks or service marks of Dwight s or Petroleum Information s in any manner, and Licensee shall not use the name "Dwight " or "PI" or "Petroleum Information " (or any variations thereof) or any trademarks or service marks of Dwight s or Petroleum Information in describing, marketing, using or sublicensing the Specified Data, or in any other manner. The foregoing is not intended to prohibit Licensee from (i) inserting ail0uncements in the trade press, for a period not to exceed six months from the Effective Date, that on fdateJ Licensee acquired the Specified Data from Dwight Energydata as a result of a consent order issued by the Federal Trade Commission relating to the merger of Dwight s and Petroleum Information Corporation or (ii) responding orally and in good faith, but not as part of any marketing effort, to inquiries concerning the source of the Specified Data. 5. UPDATES AND SUPPORT Dwight s shall not be obligated to update or support any of the Specified Data after the Effective Date, except for L J the technical assistance provided pursuant to paragraph 9 hereof.

Decision and Order 124 FTC. 6. SUBLICENSES, ASSIGNMENTS AND OTHER TRANSFERS Licensee shall not sublicense, assign or otherwise transfer any rights to any Specified Data in any manner that would have the effect of creating one or more vendors for the while or any part of Specified Data in addition to Licensee. Notwithstanding the foregoing. Licensee shall have the right to do the following: (a) Sublicense all or part of the Specified Data without (i) the right to further sublicense, or (ii) the right to disclose to the public; (b) Assign or otherwise transfer all of its rights to and interest in all or part of the Specified Data to another person; provided that (i) Licensee provides Dwight' with prior WTitten notice of such assignment or other transfer, including without limitation the name and address of the assignee or transferee, (ii) the assignee or transferee agrees in writing to be bound by all of the provisions hereof applicable to the Specified Data, and (iii) Licensee shall not retain any rights to or interest in any Specified Data assigned or otherwise transferred; (c) Create distributorships or appoint sales agents for Licensee s data products that include the Specified Data, under agreements appropriate for the distribution of sublicenses of such products; provided that the distributors and sales agents agree in writing to be bound by all of the provisions hereof applicable to the Specified Data, including without limitation the sublicensing thereof; (d) Grant sublicenses for Licensee s data products that include the Specified Data to geological libraries for access through such libraries only on a read-andprint-only basis; and (e) Enter into bona fide data exchange agreements, wherein the recipient of rights in respect of the Specified Data has the right to market and sublicense the Specified Data; provided that such recipient shall not grant any subbcense of any of the Specified Data, or otherwise knowingly make any of the Specified Data available, to any person unless such person has agreed in writing not to sublicense the Specified Data and not to make the Specified Data publicly available; and provide also that such recipient agrees in writing to be bound by all of the provisions hereof applicable to the Specified Data. All sublicense, assignments and other transfers permitted by this paragraph 6 shall be in writing and shall expressly provide that the restrictions contemplated by paragraph 4( c) and this paragraph 6 shall be enforced by Licensee, its licensor and the respective successors and assigns thereof. Upon Dwight's reasonable request from time to time. Licensee shall provide Dwight s with the forms of agreement used by Licensee so as to verify compbance by Licensee with the requirements of this paragraph 6.

7. LIMITATION OF LIABILITY: INDEMNIFICAT10:' (a) Dwight's represents and warrants that it holds such right, title and interest in the Specified Data as may be required to permit Dwight s to enter into and perform its obligations under this Agreement. THE SPECIFIED DATA AND THE MEDIA CPON WHICH THEY ARE SUPPLIED ARE PROVIDED "AS IS. rr DWIGHT S MAKES NO OT! JER REPRESENT A nONS AND W ARR TIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, A':Y WARRANTIES OF \:ERCHANT LIABILITY, FITNESS FOR A PARTICULAR PCRPOSE OR ERROR-free USE ALL OF Wl-IlCJ! ARE EXPRESSLY SOFTSEARCH HOLDINGS , Dlc. , ET AL.

Decision and Order DISCLAIMED. DWIGHT S .\AKES 1\0 REPRESENTATIONS AND W ARR;.' TIES THA T 1'1 IE SPECIFIED DATA C01\TAIN O ERRORS OR OMISSIONS AND EXPRESSLY DISCLAIMS ANY LIABILITY for ALL ERRORS AND OMISSIO)iS IN THE SPECIFIED DATA. Dwight is under no obligation to continue the development of the specified data or to correct any error therein.

(b) m NO EVE:'T SHALL DWIGHT S BE LIABLE TO LICENSEE, ORANY END-USER OR ANY OTHER THIRD PARTY FOR ANY LOSS OR DA:vage, INCLCDrXG WITHOUT LIMITA TIO ANY LOSS OF ese, ANY DECISI01\S MADE USING ANY or THE SPECIFIED DATA , OR ANY LOST PROFIT, INCIDENTAL, SPECIAL AND/OR CONSEQUE';TIAL DAMAGES , EVEN IF DWIGHT S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event Licensee corrects any erroneous infonnation licensed by Dwight s hereunder after the delivery thereof pursuant hereto, Dwight's shall have no interest in the correction. Dwight s shall have no obbgation to provide Licensee with any corrections it makes in the Specified Data after the delivery thereof pursuant hereto.

(e) LICENSEE S SOLE RE'.EDY IN RESPECT OF THE Specified DATA SHALL BE REPLACEMENT OF THE DATA I'; QUESTIO';.

(d) THE LI'.ITATIONS CONTAIN)ied IN THIS PARAGRAPH 7 SHALL APPLY EVEN IF AJ'Y Limited REMEDY FAILS IN ITS ESSENTIAL PURPOSE. (e) Lieensee shall indenmify, defend, and hold harmless Dwight s and its affiliates, employees, officers and directors from and against any and all sums costs, damages, judgments, losses and expenses (including without limitation reasonable attorneys' fees and disbursements) which Dwight s or any of its affiliates, employees, officers or directors may incur or be obligated to pay as a result of (i) any claims for infringement of any copyrght or other proprietary rights as to the data products marketed by Licensee (other than the Specified Data licensed hereunder that may be incorporated therein) or resulting from or relating to any modification, refoffatting or coding of the Specified Data or the combination thereof with other data, or (ii) any claim or action resulting from or arising out of the sublicensing, assignment or other transfer of thc Specified Data or the use of the Specified Data by Licensee or by any sublicensee, assignee or other transferee of Licensee (other than a breach by the sublicensee, assignee or transferee of the terms of its sublicense, assignment or transfer that satisfy, to the extent applicable, the requirements of paragraph 4 and 6 hereof). SUCH INDEM).IFICA non SHALL APPLY :-OTWITIISTA:-Ding ANY :\EGLIGE:'CE (WHETHER SOLE OR co:-,rm.IBUTORY) 0:' THE PART Of ANY INDE\1NJFIED PERSON:". Licensee may assume the defense of any matter for which indemnification under this paragraph (e) is sought with counsel reasonably acceptable to Dwight, which may be Licensee s own counsel. IfLieensee so assumes such defense, it shall take all steps, reasonably necessary in the defense or settlement of the matter at its own expense; provided that an indemnified person may participate in such defense with its own counsel but only at such indemnified person s own expense. Licensee may not consent to any settlement of any such matter insofar as it affects such indemnified person without such person s written consent. 8. INJUCT1VE RELIEF Licensee acknowledges and agrees that (a) the Specified Data and other infonnation provided pursuant to this Agreement are unique and consist of valuable intellectual propert that Dwight's will contmue to use in its business, (b) FEDERAL TRADE COMMISSIO"l DECISIO"lS Decision and Order 124 F.T.c. the publication, disclosure or misuse of the Specified Data and other information provided pursuant to this Agreement by Licensee or by its sublicensees, assignees and other transferees in violation of the restrictions provided in this Agreement will cause grave harm to Dwight s and (C) Dwight s remedy at law for a breach by Licensee of this Agreement will be inadequate. In the event of a breach or threatened breach of this Agreement by Licensee, Dwight s shall be entitled to obtain injunctive relief, specific performance and such other equitable relief in respect of Licensee and its sublicensees, assignees and other transferees. The foregoing shall in no way limit any other remedies to which Dwight s may be entitled under this Agreement, at law or in equity. 9. TECHNICAL ASSISTANCE F or up to 12 months after the Effective Date, upon reasonable notice to Dwight' s from Licensees, Dwights s shall provide such technical assistance to Licensee as is reasonably necessary to enable Licensee to sublicense the Specified Data to end-users. Such technical assistance shall include reasonable consultation with knowledgeable employees of Dwight s sufficient so that Licensee s personnel may be appropriately trained in the sources and processing of the data contained in the Specified Data. Licensee shall pay Dwighes, within 30 days after each invoice therefor. Dwighes direct costs for providing such technical assistance together with all sales, service, use or similar taxes payable in respect thereof. Direct costs consist of all out-of-pocket expenses, the salary and benefits attibutable to Dwight's employees actually providing assistance for the time required for the provision of such assistance, and all other variable overhead. Any past due invoiced amounts shall bear interest at the lesser of 12% per annum or the highest rate allowed by applicable law from the date when due. Dwight s may cease the provision of such technical assistance if any such amounts remain unpaid for 60 days.

10. VERIFICATION OF DATA Gpon 24 hours' advance notice to Dwight's from Licensee, Dwight's shall provide Licensee, at Licensee s expense, reasonable access to, and the right to copy, any data-source documents or data in Dwight s possession that was used to compile the Specified Data, to the extent that Dwight s has such data-source document or data at the time of the request. Such documents and data may be used to verify or to COITect the information contained in the Specified Data. Licensee shall not use the information contained therein for any other purpose and shall otherwise keep such information confidential at all times. Licensee shall pay Dwight' , within 30 days after each invoice therefor, Dwight s direct costs in providing such access or copying, together with all sales, service, use or similar taxes payable in respect thereof. Direct costs consist of all out-of-pocket expenses, the salary and benefits attrbutable to Dwight s employees for the time required for the provision of such access and copying, and all other variable overhead. Any past due invoiced amounts shall bear interest at the lesser of 12% per annum or the highest rate allowed by applicable law from the date when due. Dwight s may cease the provision of such access and copying if any such amounts remain unpaid for 60 days.

SOFTSEARCH HOLDINGS, INC., ET AL.

Decision and Ordcr 11. RlGHTS U:-DER ADDITIONAL CONTRACTS Within tcn days after the Effective Date, Dwight s shall assign to Licensee without any representation or warranty of any kind and without recourse, all of its rights under and interest in (a) thc Data Exchange Agreement of July I , 1993, with The Independent Oil & Gas Service, Inc., and (b) the Joint Marketing Agreerncnt ofJuly 1 , 1994, with Munger Oil Information Services, Inc. (each an "Agreement to be Assigned"). No such assignment shall become effective until the other parties thereto consent to such assignment. If either such other part docs not consent to such assignment, any well data to which Dwight s has an ownership right upon tenninatJOn by Dwight s of the applicable Agreement to be Assigned (i) shall be deemed included in the Specified Data and licensed to Licensee hereunder on all of the tenn and conditions provided herein and (ii) shall be delivered to Licensee as soon as practicable after such tennination. 12. ATTORNEYS' FEES Should either party institute any action or proceeding to enforce this Agreement or any provision hereof, or for damages by reason of any alleged breach of this Agreement, or for a declaration of rights hereunder, the prevailing part any such action or proceeding shall be entitled to receive from the other part all costs and expenses, including reasonable attorneys' fees and disbursements incurred by the prevailing party in connection with such action or proceeding. 13. EXCUSABLE DELAYS Neither party shall be liable or responsible for delay or failure to perform any of such part s obligations under this Agreement (other than the payment of money) occasioned by any cause beyond its reasonable control, including but not limited to war; civil disturbance; fire; flood; earthquake; windstorm; unusually severe weather; acts or defaults of common carriers; accidents; strike or other labor trouble; lack of or inability to obtain materials, transportation, labor, fuel or supplies; governmental laws, acts, regulations, embargoes, or orders (whether or not such later prove to be invalid); or any other cause, contingency or circumstance not subject to such part s reasonable control. 14. RELATIONSHIP OF PARTIES )Jothing contained in this Agreement shall be construed to imply a joint venture, partnership, or agency relationship between Dwight s and Licensee. :-either party shall be liable for the debts, obligations, or responsibilities of the other part, and neither party shall have the right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of or in the name of the other part or to bind the other part in any manner. 15. ENTIRE AGREEMEJ\T This Agreement embodies the entire contractual agreement of the parties in relation to the subject matter hereunder, and there is no other oral or written agreement or understanding between the parties at the time of execution hereof. This Agreement cannot be modified except by the \written agreement of both parties hereto. This Agreement is perfornmblc In and shall be governed by and construed Dccision and Order 124 FTC. and enforced in accordance with the laws of the State of Texas. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, assigns and transferees; provided that Licensee may not sublicense assign or otherwise transfer the License and any other rights under this Agreement except to the extent penntted by, and in compliance with, paragraph 4 and 6 hereof. It is hereby acknowledged and agreed that from an after the Effective Date the obligations of Dwight's hereunder shall be perfonned solely by its successor Petroleum lnormationIwight, and Petroleum InonnatioWDwight s shall receive all the rights and benefits contemplated under this Agreement, and Dwight s shall have not liability therefor.

SCHEDULE A 1. Dwight s Production Data CD- Rom Products West Coast Area, consisting of California, Oregon, Pacific Federal Offshore Alaska Gulf Coast Area, consisting of Arkansas, Louisiana, Mississippi, Alabama Florida, Federal Offshore, Coastal Counties of Texas MidContinent Area, consisting of Arkansas, Kansas, Michigan, Oklahoma and Texas Railroad Commission District 10. Texas Area, consistig of all of Texas Rocky :\ountain Area, consisting of Arizona, Colorado, Montana, New Mexico, Korth Dakota, South Dakota, Wyoming, "Iebraska, Nevada, Uah II. Dwight's Discover SCOFr CD-ROM Products Gulf Coast Area, consisting of Arkansas, Louisiana, Mississippi, Alabama Florida, Federal Offshore MidContinent Area, consisting orthern Arkansas, Michigan, Oklahoma and Texas Railroad Commission District 10 Texas Area, consisting of al1 of Texas Rocky Mountain Area, consisting of Arizona, Colorado, Montana, New Mexico, Korth Dakota, South Dakota, Wyoming, 'Jebraska, Nevada, Utah Idaho II. Dwight s Discover CD-ROM Products Oklahoma Area, consisting of Oklahoma Rocky Mountain Area, consisting of Arizona, Colorado, Montana, New Mexico, "Iorth Dakota, South Dakota, Wyornmg, 0Iebraska, Kevada, Utah Idaho IV. Dwight s Petroleum Rcservoirs (DPR) With Operated Production CD-ROM Products State of Alaska State of California Pennian Basin Texas & Southeast Kew Mexico State of Oregon Gulf Coast Area, consisting of Alabama, Arkansas, Florida, Gulf of Mexico Offshore, Louisiana, Mississippi, Texas Railroad Commission Districts 2 , 3 and 4 MidContinent Area, consisting of Arkansas, Kansas, Oklahoma, Texas Railroad Commission District Rocky Mountain Area, consisting of Arizona Colorado, Montana Korth Dakota, South Dakota, Utah, Wyoming, ew Mexico .! : :_ : ; : ,,.,.....,,,g, .:.\... .,. . ...:: ? ,, ,::; SOFTSEARCH HOLDINGS, mc. ET AL.

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I 3 I '0' r-,, i :1 1 = :: i PS" - I ::: I - J - i n c: I = "S loa', SOFTSEARCH HOLDINGS, INC, ET AL. 103 Decision and Order ANNEX 3 DWIGHT'S PETROLEUM DATA SYSTEM TOTAL FORMA T DPDSITOTL Fixed-Format Specification Tape Strcture A DPDS/TOTAL Fixed-Format data tape contains data from the Dwight's Petroleum Data System Oil and Gas fie (TOTAL) database. Thore are three versions of the DPDS/TOTAL Fixed-Format fie:

The Initial Load fannat wil contain all information about each Field or Reservoir.

The Update fonnat wil contain only information that has been updated since the previous release.

The Special fOITat will contain all infonnation about each Field or Reservoir in a custom-defined area.

There are multiple physical fies per tape. Each tape begins with a Tape Header File. This file contains one record, a Tape Header Record (Record tye 0000), which identifies the information present on the tape. The remaining files are divided into TOTAL Area Groups. Each TOTAL Area Group has: File lIcader File. This file contains one record, a File Header Record (Record Type 0001), which identifies tbe DPDS Area 10 which the data fie applies. Data File. This file contains the actual DPDS/TOTAL data. Refer to the attached tape specifications for the format of the data file. The last record in the Data File will always be a File Total Record (Record Type 9900). The File Total Record contains control totals which can be used to verify that the update completed successfully.

The last fie on the tape is a Tape Total File. This fie contains one record, a Tape Total Record (Record Type 9999), which contains control totals which can be used to verify that the update completed successfully. Each file on the DPDS/TOTAL Fixed-Format tape has a record length of 140. The records are blocked at 114 Iecords per block for a blocksize of 15 960. Tapes can be produced using either the EBCDIC or ASCII character set. Tapes can be produced at a density of 1600 or 6250 bp1. Dwight s uses industry-standard 2400 feet, 9-track tapes. Record Type Relationships Each record contains a L'nique Record identifier and a Transaction Code. The Cniquc Record Identifier (UNIQID) will specifically identify one, and only one field or reservoir record in DPDS/TOTAL. The Transaction Code indicates the action to be taken to update the data associated with the TOTAL field or reservoir record. There are three Transaction Types:

104 FEDERAL TRADE COMYIISSION DECISIO:'S Decision and Order 124 ftc. The Add Transaction Type (A) indicates that the data on the transaction record did not previously exist and should be added to the file. An initial Load tape wiu consist of only Add transactions. If an Add transaction is encountered on Record Type 0100, this indicates a new field or reservoir to be added to the file. An Add transaction on other record types indicates that the data on that transaction record should be added to the field or rescrvOlr record identified by the Unique Record Identifier.

The Change Transaction Type (C) indicates that one or more data items on the transaction record has been updated. All data items on the TOTAL field or reservoir record should be updated with the values provided on the Change transaction. The Delete Transaction Type (D) indicates that aU data items on the transaction record have been deleted from the DPDS/TOTAL file. If a Delete transaction is encountered on Record Type 0100, ths indicates that the entire field or reservoir record has been deleted from the DPDS/TOTAL file. A Delete transaction on other record types indicates that only those data items on that transaction have been deleted from the field or reservoir record. Data Types There are three data types used by the DPDS/TOTAL Fixed-Format Specification. The Data Type is indicated by an A , N, or L in the "Type" column of the Fixed- Format Specification that follows. The three data types are: The Alpha-Numeric data type (A) indicates text data and can contain letters numbers, and special characters. Alpha-numerica data is left-justified. The Numeric data tye (N) contains a numcrica value only. The numbers are PORTRA1\-compatible. The numbers do not contain leading zeros, and have an explicit decimal point ifnot a whole number. A numerica specification is provided in the "Format" column. The numeric specification is given in the format " where "W" is the total field width, and "D" is the number of decimal digits. The Logical data type (L) contains either a " I" or a blank. The " I" indicates a "TRL EPI condition, and the blank indicates a "FALSE" condition. EXHIBIT B TRUSTEE A'ID MARKTI'G AGREEMENT TRUSTEE AND MARKETI1\G AGREEMENT (this l'Agreement ), dated as of between respondents (as further defined below) and Ben C. Burkett, II ('Trustee PRELIMINARY STATEMEI\T , respondents entered into an Agreement Containing Consent On - Order, attached hereto as Exhibit A, that contemplates the issuance by the Federal Trade Commission (the FTC) of an order set forth thcrell (the "order ), whicb has not yet been issued by the FTC or become final. The terms and provisions of the order shall be considered as If included and fully stated herein. Also, definitions included in the order shall apply throughout this Agreement. If issued by the FTC, the order (at Artcle II) requires respondents to divest the Specified Data followllg completion of the merger. Article II of the order provides that, if respondents have not so divested, the FTC may appollt a Trustee SOFTSEARCH HOLDI , INC., ET AL. 105 Decision and Order and requires that, within 10 days of the FTC appointment of the Trustee, and subject to the prior approval of the FTC. Respondents must execute a trust agreement that transfers to the Trustee all rights and powers necessary to pennt the Trustee to effect the divestiture required by the order. For this reason, the parties have prepared this Agreement, which shall be executed if an only if the conditions precedent, as set forth in Article III of the order, have occurred. The Commission may approve divestiture of parts of the Specified Data to different acquiring entities, but in no event wil there be more than one Acquirer for either the whole data set comprising the Specified Data, or any of the same parts of the data set comprising the Specified Data. Trustee wil actively pursue an Acquirer(s) for the Specified Data. ADDITIONAL DEF1NITO:-S In addition to any tcnns parenthetically defined in the text of this Agreement and tenns defined in the order, the followmg defiuitions shall apply throughout: 1. "Approved Acquirer means a Prospective Acquirer that has been approved by the FTC pursuant to Article II of the order. 2. "Divest means to grant a perpetual, worldwide, nonexclusive license to the Acquirer, with the right, subject to the tenns of the order, to use, combine with other infonnation, reproduce, market, assign or otherwise transfer, and sublicense the Specified Data.

3. Person means any individual, corporation, partnership, or other business or legal entity.

4. "Prospective Acquirer means a person with a bonajide interest in acquirg the assets to be divested.

S. "Respondents means "Dwight's " and "PIC" as those two terms are defined in the order.

ARTICLE I 01. Tnm"fer of Powers . Respondents hereby transfer to Trustee, in trust, and for the duration of the trust as provided in Section 2.03 of this Agreement, and subject to the tenns of the order, respondents' right and power to Divest the Specified Data.

1.02. Creation of Tmst. Trustee hereby acknowledges receipt of the authority and power to divest the Specified Data in accordance with the tenns of the order and to effect its purposes and agrees to hold such authority and power in trust (the Trust ) for the duration of the Trust as provided in Section 2.03 of this Agreement. The purpose of the Trust shall be to effect the prompt divestiture to an Approved Acquirer.

ARTICLE II 01. Powers ofTmstee Trustee shah have the rights, duties or powers with respect to the divestiture as set forth in Article III of the order. Any descriptions thereof contained in this Agreement in no way modify respondents! obligations under the order. Any modification of such rights, duties, and powers shall be made in accord with Section 7.04 of this Agreement. 106 FEDERAL TRADE COMMISSIO:- DECISIONS Dccision and Order 124 FTC. 02. Trustee s Duties . Trustee s duty shall be to Divest the Specified Data to an approved Acquirer in accord with the order and this Agreement. Trustee shall use Trustee s reasonable efforts to negotiate the most favorable price and terms for respondents in any proposed contract that Trustee submits to the FTC for approval subject to respondents' absolute and unconditional obligation to Divest at no minimum price as stated in Article III.B.6 of the order. 03. Duration of Tmstee s Authority. Trustee shall have the power and authority to divest the Specified Data to an Approved Acquirer for a period of twelve (12) months commencing on the latest to occur of (a) the date the assets of Dwight s are transferred to Petroleum InfonnationIwight s pursuant to the merger agreement, dated as of _ 1996, between Dwight s and PIC (the "Transfer Date (b) the date the order become fmal and (c) the date of Trustee s appointment by the FTC. Such period may be extended pursuant to Arl1c1e II. BA of the order. Such period may be terminated as provided in Section 6.01 of this Agreement. 04. M111tip1e Offers . If Trustee receives bona fide offers from more than one Prospective Acquirer, Trustee shall submit all such bids to the FTC, and if the FTC detennes to approve more than one such acquirg entity for either the whole data set or for any of the same parts of the data set comprising the Specified Data Trustee shall divest to the acquiring entity of entities selected by respondents from among those approved by the FTC.

2.05. rontidential and Propriet,n:y information. Trustee shall maintain the confidentiality of confidential or proprietary infonnation relating to the assets to be divested. Such infonnation may be disclosed only to: (a) Prospective Acquirers;

(b) Prospective financiers and suppliers of Prospective Acquirers, or (c) Persons employed by Trustee under Section 3.01 of this Agreement Who have first executed appropriate confidentiality agreements. Respondents shall pennt Prospective Acquirers and their prospective financiers or suppliers to inspect the assets to be divested with or without Trustee being present. Trustee may disclose to the FTC such confidential or proprietary information relating to the assets to be divested as the FTC may request, without the need for execution of a confidentiality agreement.

06. UnaUtnOri7en Disclosurc. Trustee shall not license, divest, or otherwise disclose to any person or use any of the Specified Data or other infonnation obtained from the respondents except as provided in this Agreement or order. 07. Trustee shall submit, sixty (60) days from the date of Re.commencement of the Trustee s power and authority as provided in Section 2. of this Agreement and every sixty (60) days thereafter until Trustee s appomtrnent has been completed or this Agreement tenninates as provided in Section 6.01 of this Agreement, a confidential report in \Viting to respondents and the FTC, setting froth Trustee s efforts to accomplish the divestiture includmg (a) a summary of all discussions and negotiations held with, and the identities of, all interested persons and (b) copies of offers, counteroffers and correspondence concerning the Prospective Acquirer(s). Trustee shall also provide to respondents and the FTC such other reports of efforts to divest the assets to be divested as respondents or the FTC may require.

08. Access to Rel vant lnfonnation ann Fari1ities. Trustee shall have full and complete access to thc personnel, facilities, books and records, related assets SOFTSEARCH HOLDINGS, INC., ET AL. 107 Decision and Order offered for divestiture or to other relevant information as Trustee may reasonably request. Respondents shall develop such financial or other information as Trustee may reasonably request and shall cooperate with any reasonable request of the Trustee. Trustee shall give respondents reasonable notice of any request for such access or such infonnation; however, Trustee may have access to the assets themselves at any time during nonnal business hours without notice. Trustee shall attempt to schedule any other access or request for information in such a manner as will not unreasonably interfere with respondent s operations. 09. Sllhrnlssion of f:contracts for A pprova1 . At any time during the duration of the Trust as provided in Section 2.03 of this Agreement, Trustee may submit to the FTC for approval, in accordance with the FTC's Rules governing approval, with a copy to respondents, any contract with a Prospective Acquirer to acquire the assets to be divested. In order to assist the FTC in assessing whether any Prospective Acquirer may be deemed an Approved Acquirer. Trustee may require the Prospective Acquirer to summt to the FTC a verified statement setting forth facts in support of its financial, technical, and marketing capabilities, and intent to use the assets to be divested, and to submit any business plan regarding the same. 10. Personal1 r iahihty of Tmstee Trustee shall serve without bond or other security and shall use Trustee s best judgment in perfonning Trustee s duties hereunder. With the exception of Sections 2. 05 and 2.06 of this Agreement, Trustee shall be exempt from personal liability, to the extent permitted by law, for any action or decision not to act taken or made in good faith. Trustee shall be liable for misfeasance in perfonning under this Agreement or to the extent that any loss claim, damage or liability results from Trustee s gross negligence, wilful or wanton acts, or bad faith by the Trustee or Trustee s representatives. ARTICLE 11 01. Retention and Paymrn15s . From the date of commencement of the Trustee s power and authority as provided in Section 2.03 of this Agreement Trustee shall have authority to retain such consultants, accountants, attorneys business broker, appraisers, and other representatives and assistants (collectively Assistants ) as Trustee determines are reasonably necessary to assist Trustee to perfonn Trustee s duties hereunder. Retention of such Assistants shall be at the cost and expense of respondents. Respondents shall be responsible for reasonable fees and expenses for Assistants retained by Trustee hereunder, and such fees and expenses shall be billed separately from Trustee s personal expense and costs. Trustee shall note Trustee s approval of invoices for fees and expenses incurred pursuant to this Section 3.01 and submit the same to respondents no more than five (5) days after receipt of such invoices. Respondents shall pay such invoices in their usual course of payment, unless objected to in accordance with Section 3.03 of this Agreement.

02. Montn1y Payments' Success Fees Trustee shall be compensated by respondents for Trustee s services under this Agreement as provided in this Section 02.

Ca) Respondents shall pay Trustee a retainer of L J on the date of execution of this Agreement by respondents and Trustee.

Decision and Order 124 FTC. (b) Respondents shall pay Trustee a fee (the "Monthly Payment ) of (i) ( J per month during the first 12 months of the duration of the Trust as provided in Section 03 of this Agreement and (Ii) r J pcr month thereafter if the duration ofthc Trust is extended as provided in Section 2.03 of this Agreement. The first Monthly Payment shall be rnadc on the first day of the first month that commences after the commencement of the Trustee s power and authority as provided in Section 2. of this Agreement. Successive :vonthly Payments shall be paid at the first day of each month thereafter until the earlier of: (A) the date the consummation of the divestiture contemplated hereby or (B) the date oftermmation of the Trust pursuant to Section 6.01 of this Agreement.

(c) Respondents shall pay Trustee a success fee (the " Success fee ) if the divestiture of the Specified Data is consummated during the duration of the Trust as provided in Section 2.03 of the Agreement. The Success Fee shall equal the product of (i) the amount of cash consideration (exclusive of interest on any deferred payment obligation) provided in the definitive divestiture agreement (the Cash Consideration ), time (ii) the percentage (the "Applicable Perccntagc ) set forth below opposite the period in which the divestiture is consummated and Cash Consideration is first received by respondents, as follows: Applicable Date of ConsllmmatiOJnd First Receipt Percentar: On or before the expiration of six months after the commencement of thc Trustee s powers and authority as provided in Section 2.03 of this Agreement ("Flft Six Y!months After the First Six Months but on or before the expiration of 12 months after the commencement of the Trustee s power and authority as provided in Section 03 of this Agreement ("Second Six Months After Second Six Months The Success Fee shall only bc payable when, and as a_percentage of, the Cash Consideration is received by respondents, and it shall not be payable if the divestiture is not consummated or in respect of any Cash Consideration that is not received by respondents. 1\ otwithstanding the foregoing, if the maximum Success Fee othenvise payable under this Section 3.02(c) would be less than the minimum amounts (each the inimum Fee ) set forth below opposite the period in which the divestiture is consummated and Cash Consideration is first received by respondents, the Success Fee shall equal the lesser of: (i) such Minimum Fee and (ii) the amount of Cash Consideration provided in the definitive divestiture agreement that is actually received by respondents. Date of Consideration and First Receipt ?vinimllm Fee During First Six Y!months During Second SlX Months After Second Six Months Ifa Mrnimurn Fee applies such fee shan be payable out of the first amounts of Cash Consideration received by respondents.

SOFTSEARCH HOLDINGS, Thc. , ET AL. 109 Decision and Order 03. Expenses. Respondents shall reimburse Trustee s reasonable out-ofpocket expenses and costs incurred by Trustee or Trustee s Assistants in connection with the discharge of Trustee s duties and efforts to divest the Specified Assets to be divested. Such expenses and costs shall include reasonable expenses of travel lodging, meals, incidental items, and personal car mileage at the maximum allowable rate per mile permitted by the Internal Revenue Service. Respondents may object to payment of any bill submitted by Trustee for the payment of out.of-pockct expenses and costs for Trustee or Trustee s Assistants. Respondent shall make any such objection in writing within seven (7) days of receipt from Trustee of the bill. Payment shall be made for any portion of an amount requested which is not objected to. Any dispute under this Section 3. which the parties have not resolved within seven (7) days of any objection shall be submitted to the FTC for detennination, which shall be binding on the parties. 04. Cost of Collection Trustee may recover Trustee s costs of collection I fees, if respondents fail to pay compensation orincluding reasonable attorneys expenses and costs not objected to or not disapproved by the FTC pursuant to Section 3.03 of this Agreement.

ARTICLE IV 01. Binders and downpayments. Trustee shall deposit any funds paid by a prospective acquireI' as a refundable binder or downpayment in a separate interest bearing bank account with any accrued interest thereon being paid to the party entitled to such funds.

02. T license of Assets. If the FTC has approved a Prospective Acquirer in accordance with Article III of the order, respondents shall execute a license agreement, and all related documents necessary to license the assets to be licensed; provided that the tenns of such agreement and other documents shall be consistent with the order, shall disclaim all representations, warranties and liabilities in respect of the Specified Data by respondents and provide appropriate protection for the confidential and proprietary infonnation of respondents, and shall contain such other provisions as shall be appropriate to licenses of similar propert effected in similar circumstances.

03. Trustee shall make reasonable efforts to schedule signings, and QQ. closings for the consummation of divestitures, at a place and time determined by Trustee on dates that would provide respondents with at least their (30) days' prior notice. If such dates are unreasonably burdensome on the Acquirer, Trustee shall make reasonable efforts to schedule such signings, and closings for the consummation of divestitures, at mutually convenient times for all parties concerned. Trustee shall provide the FTC and respondents with an opportunity to review any closing documents prior to the closings for the consummation of divestitures.

04. Fined Accmmtin,e. Upon the tennination of Trustee s duties hereunder there shall be an accounting ("Final Accounting II) of any balance due and owing (i) for Trustee s expenses and costs (pursuant to Section 3.03 of this Agreement), (Ii) for Monthly Fees (pursuant to Section 3.02(b) ofthis Agreement), and (iii) as Incentive Compensation (pursuant to Section 3.02(c) of this Agreement). Tbe Final Accounting shall be approved by the FTC.

Decision and Order 124 FTC. ARTICLE V 01. Respondents' Duties. Respondents shall use all reasonable efforts to assist and cooperate with Trustee in accomplishing the divestiture as contemplated by the order and this Agreement. Respondents shall take no action to interfere with or impede Trustee s accomplishment of the terms of the order. 02. Respondents' rontact with Prospective Acquirers . Respondents shall promptly notify Trustee in wrting of any contact it may have with any personal that makes an offer or expresses an interest in acquiring the assets to be divested after the date of commencement of the Trustee s power and authority as provided in Section 2.03 of this Agreement.

03. 1ndernnity ofTmstee. With the exception of Section 2.05 and 2. 06 of this Agreement, respondents shall indemnify Trustee and hold Trustee hanness against any losses, claims, damages or liabilities to which Trustee may become subject arising in any manner out of or in connection with Trustee s duties under this Agreement and the order, unless such losses, claims, damages, or liabilities arise out of any misfeasance) gross negligence, willful or wanton acts, or bad faith by the Trustee or its representatives.

04. Authority to Fxecu1c Respondents represent that the persons executing this Agreement on behalf of respondents have the authority to bind respondents to this Agreement.

ARTICLE VI 01. Tennination of Ar-reemen nd Tmst. This Agreement and the Trust established hereby shall tenninate upon the earliest to occur of the following: (a) the completion of the divestiture; (b) Trustee s resignation or removal by the FTC for failure to perform Trustee s duties hereunder, (c) the tennination of this Agreement by the FTC or (d) the expiration of Trustee s authority under Section 03 of this Agreement. Upon termination of the Trust. Respondents shall have no further obligation to pay compensation or expenses to Trustee hereunder, except to pay the compensation and reimburse Trustee for the expenses provided in Article III of this Agreement that have accrued to the date oftennination. In furtherance of the foregoing, but not by way of limitation thereof, no Success Fcc shall be payable to Trustee in respect of a divestiture that is consummated after the date of any tennination. Trustee s obligations under Sections 2.05 and 2.06 of this Agreement and respondents' obligations under Sections 3. , 4. 04 and 5.03 of this Agreement shall survive any tennination.

ARTICLE VII 01. . The FTC shall be copied on all cOlTespondencc between Tmstee and respondents. All notices and other communications required or penntted under thjs Agreement or the order shall be in writing and shall be deemed to have been duly given if personally delivered, rnaJ1ed by registered or certified U. S. \'ail return receipt requested, or delivered by overnight courier or Express Mail, or transmitted by facsimjle to the following addresses, or any other address that has been designated in writing to the sending part: SOFTSEARCH HOLDINGS, Thc. , ET AL. 111 Decision and Order (a) To Trustee:

Ben C. Burkett, II Burket! Consulting 7126 Alpha Road Dallas, Texas 75240 Telecopier: 214-239-9037 (b) To respondents:

Dwight s Energydata, Inc.

1633 Finnan Dr.

Ricbardson, Texas 75081 Telccopicr: 214-783-0058 Attention: President GeoQuest International Holdings, Inc.

5333 Westhelier, Suite 100 Houston, Texas 77056 Telecopier: 713-599-9131 (c) To FTC:

Compliance Division Federal Trade Commission Bureau of Competition 601 Pennsylvania Avenue Washington, D.C. 20580 Te1ecopier: (202) 326-2655 02. No Assignment. This Agreement shall become effective upon the date of execution, subject to the approval of the FTC. This Agreement may not be assigned or otherwise transfencd by respondents or Trustee without the consent of respondents and Trustee and the approval of the FTC. Any such assignment or transfer shall be consistent with the tCITS of the order. It is hereby acknowledged and agreed that from and after the Transfer Date, respondents ' obligations hereunder shall be performed solely by their successor, Petroleum InfonnationiDwight's.

03. Entire Agreement. This Agreement, and those portions of the order incorporated herein by reference, constitute the entire agreement of the parties and supersede any and all prior agreements and understandings between the parties written or oral, with respect to the subject matter hereof. 04. Modification. Ko amendment, modification, termination or waiver of any provision of this Agreement, nor consent to any departre therefrom by any parties hereto, shall be effective unless made in a writing signed by all parties and approved by the FTC. Any such amendment, modification, termination or waiver shall be consistent with the terms of the order. 05. Dllp1icate Ori jnals. This Agreement may be executed in several counterparts, each ofwhieh shall be deemed an original, but all of which together shall constitute onc and the same document.

06. . Any heading of the sections ofthis Agreement are for convenience only and are to be assigned no significance whatsoever as to its interpretation and intent.

Decision and Order 124 FTC. 07. Order Governs. The order shan govern this Agreement and any provisions herein which conflict or are inconsistent with it may be declared null and void by the FTC and any provision not in conflict shall survive and remain a part of this Agreement.

08. Governin law. This Agreement shan be governed by, and construed and enforced in accordance with, the laws of the State of Texas (excluding any priciples of such law that would apply any other law other than applicable Federal law) and such Federal laws as may apply.

_._ _., SOFTSEARCH HOLDINGS INC. ET AL 113 Decision and Order EXHIBIT C SALES REPRESENTATIVE AGREEMEKT This is an agreement ("Agreement ) entered into and effective as of Effective Date ) between TOBIN DATA GRAPHICS LLC, a Texas limted liability company, with its principal place of business at 114 Camp Street San Antonio, Texas 78204, herein referred to as "TDG " and herein referred to as " SR." TDG and SR shall be referred to individually as a part, " and collectively as the "parties, " In consideration of the mutual promises and benefits set forth, the parties agree as follows: Recitals:

TDG and SR desire that SR assist TDG in the marketing and delivery of certain well location information owned by TDG to customers. 1.0 Definitions. The following terms shall have the definitions provided. 1 "Coordinate shall mean all latitudinal and longitudinal location references calculated or detcrmincd by TDG.

1.2 "Coordinate Fees shall mean the use fees to be paid by customers for the Coordinates as descried in Exhibit A hereto. The Coordinate Fees may be revised unilaterally by TDG from time to time; however, such Coordinate Fees will remain equal to or less than the Coordinate fees that TDG establishes with the entity created by the merger of Dwight s Energydata, Inc. and Petroleum Information Corporatioll. SR will be given thirt days advance written notice of any such revisions.

3 "License Agreement shall mean the TDG agreement in the form attached hereto as Exhibit B to be entered into with customers pursuant to Section 2. 1 below with such amendments as TDG may require from time to time in its discretion. SR will be given thirt days advance written notice of any such amendments. TDG Customer Agreement shall mean any agreement entered into betveen TDG and its customers for Coordinates delivered directly to such customers by TDG. 1.4 Person shall mean and include natural individuals and an entity of any type.

0 Appointment. During the tenn of this Agreement and subject to the other terms hereof, TDG hereby appoints SR on a nonexclusive basis, as a sales representative to assist TDG in the marketing and delivery of Coordinates which have been correlated to SR Well Data, and to bill and collect Coordinate Fees. SR may use its authorized sales agents to assist it provided that such agents comply with all terms and conditions imposed on SR by this Agreement, and that SR is responsible for their actions, in their capacity as sales agents. 1 License Agreement. Prior to delivering Coordinates to a customer who is not otherwise authorized in writing by TDG to receive Coordinates. SR shall obtain from such customer a signed copy of the License Agreement as in effect hereunder at the time. Each such signed copy shall be delivered to TDG withing thirt days of receipt by SR.

2 On-line License Agreement. Unless and until instructed otherwise by TDG in writing, SR is deemed to have obtained a valid, but limited, License Agreement from on-line customers only if the following provisions have been 114 FEDERAL TRADE CO:\MISSION DECISIOKS Decision and Order 124 FTC. satisfied: (i) SR shall provide a document on screen that describes the License Agreement provisions for viewing or downloading TDG data, (ii) this document must be acceptable to TDG both as to form and content, (iii) anyon-line customers must have previously signed a SR license agreement in which the proprietary nature of the on-line data is agreed, (iv) the License Agreement is limited only to on-line delivery ofTDG data and only for as long as this paragraph (2. 1.2) is in effect, (v) customers are charged, and royalties are due, in accordance with TDG's then current Coordinate Fees schedule, and (vi) TDG is furnished a list of such current customers that have downloaded Coordinates each month. 2 Permtted Distrbution. Prior to permtting a Person access to a Coordinate from time to time after the Effective Data, SR must be deemed to have the permssion ofTDG as provided below (IrIDO's Permission ). SR shall be deemed to have TDG's Permssion if (i) SR has obtained from such Person a signed License Agreement regarding such Coordinate which is currently effective, (ii) SR has obtained from TDG notice that such Person otherwise has an effective TDG Customer Agreement regarding such Coordinate, or (iii) SR has complied with Section 2. 2 above for delivery of on-line data. SR shall not be deemed to have TDG' s Permission when (i) TDG provides notice to SR that any such License Agreement or TDG Customer Agreement is not effective, (ii) this Agreement is terminated, or (iii) the On-line License Agreement provisions in Section 2. 2 are no longer valid or acceptable to TDG. The parties hereby agree that all information regarding their respective customers shall be deemed Confidential Information, as defined below, and shall not be used or disclosed for any reason other than to fulfill the purposes of this Section 2.

3 Activities of SR. With respect to the marketing and delivery of such Coordinates by SR tbe following shall apply:

a. SR shall represent itself to third parties only as a sales representative of TDG.

b. SR shall not represent to customers with respect to thc Coordinates delivered by SR that such customer is being charged less than TDG charges for Coordinates if delivered by TDG. However, SR may at its sale discretion charge more than TDG charges.

c. SR shall not be required to devote any particular time or resources to marketing and delivering the Coordinates.

d. SR shall not represent or warrant (i) that TDG expects to deli vcr any particular number of Coordinates during any future period, or (ii) that TDG otherwise wil or expects to undertake any activity not described in the License Agreement or in TDG's current marketing materials in effect and delivered to SR by TDG from time to time.

e. SR shall not allow any representations to be made that it is an agent or representative ofTDG capable of binding TDG in any manner. f. SR shall make no warranties or representations to third parties as to the accuracy, completeness or other condition of the Coordinates. 0 Coordinate Fees. SR shall bill custorncrs on behalf ofTDG not less than the Coordinate Fees currently in effect from time to time. The current Coordinate Fees are set forth in Exhibit A.

SOFTSEARCH HOLDl'GS, INC., ET AL. 115 Decision and Order 1 Collection and Payment. SR shall bil all Coordinate Fees in accordance with its normal procedures for billing its own or similar products. SR shall collect the Coordinate Fees from customers and forward such funds to TDG within thirt days of the end of the calendar month during which such Fees were collected. 2 Estiated Payments. SR may bill and collect Coordinate Fees in advance of delivery based on SR' s estiate of the number of Coordinates to be delivered for a fixed period. Such Coordinate Fees shall be forwarded to TDG in accordance with Section 3. 1 above provided that if the Coordinates actllally delivered for the subject period are fewer than the estimate. TDG shall refund the excess payments to SR upon request. However, in accordance with SR's normal procedures. SR may bill its CD-Rom customers at the beginning of each customer s annual license period for all Coordinates available in the area subscribed to at that time. Any new Coordinates added to the are of coverage during the customer s annual license tenn will not be biled and Coordinate Fees wiu not be due TDG until the date of such customer s annual renewal tenn.

0 Coordinates.

1. Delivery and Use of Coordinates. Subject to the items of this Agreement SR may duplicate and store thc Coordinates internaUy for the sole purpose of delivering them to its customers and may deliver the Coordinates as a stand alone product or incorporate them as part of SR products in Sr s nonnal course of business. SR shall not deliver, copy, use or disclose to third parres the Coordinates for any other purpose. Notwithstanding the above, SR shall not incorporate Coordinates into any product unless SR can limit individual customer access to the Coordinates (" Security Procedures ) in compliance with this Agreement All Security Procedures shaU be disclosed to TDG and be reasonably acceptable to TDG.

4.2 Prohibited Transfers. SR may not offer a License Agreement or other right , or otherwise knowingly make available, any Coordinate, or any component thercofto any of the fonowing: (i) a cornpeutor ofTDG, (ii) a government agency, (iii) an entity which might cause such information to be available in the public domain, or (iv) any third part to use the data for the purose of compiling, adding , or building a data base or fie that such third person could then use, sell, license or lease to anyone else or for any purpose other than such third part s internal use. 0 Obligations of SR, 5. I Reports. On the 30th day after each calendar month, SR wiu provide TDG the following reports:

A Delivery Report, on a mutually agreeable form, that identifies by area and by recipient the number of Coordinates delivered by SR during the prior calendar month.

A Statement, on a rnutuaUy agreeable form, of aU sums biUed by SR for Coordinates during the prior calendar month.

A Trouble Report identifying any CITors in the Coordinates of which SR has actual knowledge.

If the parties cannot agree on a form, TDG shaU provide the forms to be used. 0 Marketing and Distribution. SR shall obtain in writing, prior to use written approval from TDG of any promotional or other material which uses the Decision and Order 124 FTC. name, trademarks or product names of TDG. Each party shall pay its own advertising, marketing, and distribution expenses. 0 Warranties. Except as otherwise provided herein, TDG warrants and represents that it has full and umestricted right to use and to authorie others to use the Coordinates provided to SR. TOG EXPRESSLY DISCLAIMS ALL OTHER w ARRAXTIES, EXPRESS OR IMPLIED, IXCLUDl1\G, BUT "OT LIMITED TO, TI IE I"'PLIED WARRANTIES OF MERCHANTABILIIT A1\'O FITKESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARlSING FROM COURSE OF CONDUCT AND CSAGE OF TRADE ALL COORDTh' A TES AXD TI-IE MEOlA UP01\ WHICH THEY ARE SUPPLIED ARE PROVIDED " IS. " TOG MAKES NO WARRA"TY EITHER EXPRESS OR IMPLIED AS TO THE VALIDITY ACCURACY, OR COMPLETE:-ESS OF ANY OF SUCH COORDINATES. SR ACCEPTS TOG COORDfNA TES "AS IS " A D WITH ALL FAULTS. TOG DISCLAIMS A Y LIABILITY FOR ALL, IF ANY, ERRORS AND OMISSIONS IN THE COORDI1\A TES SUPPLIED HERElT' DER. 0 General Obligations.

1 Delivery. All data subject hereto shall be delivered in the delivering part normal course of business and in its standard, electronic, machine readable form except as otherwise mutually agreed to by the parties. Each part shall be responsible for the media and transportation costs of deliverig its data to the other part.

2 Business Practices. Each part agrees that the services to be provided by it shall be performed in a good and workmanlike manner, and that such services will be perfonned in accordance with all applicable federal, state and local laws. Each party shall keep full, clear and accurate financial and other records with respect to all data subject hereto including license and other agreements with customers.

3 License Enforcement. Each party agrees that it will use its best efforts in normal business prachce to ensure that its customers do not use the data subject hereto in violation of this Agreement or the agreement entered into with the customer.

8.4 Inspection. TDG shall have the right at its own expense to inspect and audit those portions of SR's books, records and all associated documents necessary to ensure compliance with the terms and conditions of this Agreement. SR agrees to maintain such books, records and associated documents for a period of two (2) years from the end of the calendar year in which such items were recorded and to make such books, records and associated documents available to TDG at all reasonable times within such period and for so long thereafter as any dispute remains unresolved. So long as a dispute does not exits such inspections and audits shall not be conducted more than twice per year on 30 days prior notice. 0 Confidentiality.

1 Confidential Information. In the course of their mutual dealings, the parties each have become, and will continue to become, aware of the other part s business affairs, propert, methods of operation, processing systems, trade secrets, data software, programs, download formats and related information and technology in various forms and formats which the other party treats for itself or others as proprietary and confidential ("Confidential Information ). Except as otherwise provided herein, each part agrees that (i) the Confidential Information of the other party is the exclusive propert of the other party and such other part retains all copyright, trade secret and trademark interests therein, whether published or unpublished, and (ii) it shall observe complete confidentiality with regard to all j\ SOFTSEARCH HOLDINGS, INC. , ET AL. 117 Decision and Order aspects of the Confidential Information, and to insure such confidentiality, shall take appropriate action, by instrction, agreement or otherwise, with such party employees, consultants, contractors, and customers permitted access to such Confidential Infonnation so as to enable such part to satisfy its confidentiality obligations under this Agreement. Each part agrees to limit access to the other party s Confidential Information to those employees and consultants who in the course of their employment need access to such data. If either part provides access to data or Confidential Information to individuals or entities in breach of this Agreement, then such part agrees to indenmify and hold the other part hannless from (i) any and all resulting claims of liability to third parties, and (ii) was acquired by a part from a third part; or (iii) was know to a part prior to its receipt ITorn the other part; shall not be deemed Confidential Infonnation for the purposes of this Agreement or any other agreement between the parties. 9.2 Violations. Without limitation of the foregoing, a part which learns or has reason to believe that any person has had access to the data subject hereto or the Confidential Information, or any portion thereof, and, as a result, the terms of this Agreement are being violated (i) shall advise the other part immediately of such even, and (ii) shall cooperate with the other part in seeking injunctive or other equitable relief against any such third person. All of the undertakings and obligations relating to confdentiality and non-disclosure, whether contained in this paragraph or elsewhere in this Agreement, and whether of either part, shall survive the termination of this Agreement for whatever reason. 10. 0 Proprietary Rights.

10. I Infgement. Each party agrees to give prompt nollce to the other party of any actual, threatened, or suspected infringement of proprietary, trademark or copyright rights of tile other part by any enllty or third part and agrees to provide reasonable assistance to the other part in the protection of those rights. Each party also shall give the other prompt notice of any claim that the data subject hereto may violate any rights of a third part.

11.0 Remedies, Limitation of Liability. The Coordinates subject hereto and the Confidential Information are unique and each part s remedy at law for a breach of this Agreement by the other part may be rnadequate. Each part acknowledges that the disclosure of any aspect of the other part s Confidential Infonnation or any information which, at law or equity, ought to remain confidential, or the breach of any other provision hereof, wil give rise to irreparable injury to the other party inadequately compensable in damages. Accordingly, either part may seek or obtain injunctive relief against the breach or threatened breach to the terms of this Agreement, in addition to any other legal remedies which may be available, and each part hereby consents to the obtaining of such injunctive relief. I:\ NO EVENT SJJALL TDG BE LIABLE FOR A:\Y LOST PROFIT, INCIDENTAL SPECIAL, Mm/OR CO, SEQUENTIAL DAYIAGES RESULTING FROM ERRORS OR OYIISSIONS IN THE COORDIKA TFS PROVIDED HEREUNDER, EVEN IF TDG lias BEEN ADVISED OF THE POSSIBIl.ITY OF SUCH DAMAGES. SR S SOLE REMEDY REGARDING DEFECTIVE COORDINATES SHALL BE REPLACEMEJ\T OF THE MEDIA AND COORDINATES IN QUESTION PROVIDED, HOWEVER, THAT SR SHALL BE ENTITLED TO THIS REMEDY ONLY IF TDG IS CAPABLE OF CORRECTThG THE COORDINATE I?\ TI- ORMAL COURSE OF ITS BCSrNESS. IN KO EVENT SJIALL TOG BE LIABLE AS A RESCLI OF DEFECTIVE, UKDELIVERED OR MISSING COORDINATES FOR A:\Y MONETARY AYIOUCiTS.

118 FEDERAL TRADE COM'vISSION DECISIO:'S Dccision and Order 124 F. 12.0 Term and Termination.

12. 1. Term. This Agreement shall remain in effect for three years unless terminated earlier as provided herein. The period from the Effective Date of this Agreement until its tennation is referred to herein as the term of the Agreement. 12.2 Termation Option. Each part shall have the right to terminate this agreement at any time upon giving the other party at least one year prior written notice of such termination. In addition, and upon giving 90 days written notice to , TDG shall have the right to terminate this Agreement in the event that it andlor its successor companies (i) in good faith ceases the conduct of calculating and providing Coordinates to customers or (ii) similarly terminates all Sales Representative Agreements that it may have with other sales representatives. On termation of this Agreement, TDG will not deliver additional Coordinates to SR. If this Agreement is termated by Sr, SR shall immediately return all copies of the Coordinates, and all manifestations of TDG's Confidential Information, and cease using such products and information for all purposes. If this Agreement is terminated by TDG, SR will be allowed, subject to the other provisions of this Agreement, to provide to customers Coordinates previously received, but only for the term of each customer s then existing \\Titten agreement (excluding any renewal or extension made or attempted after such term) but not to exceed three years following termation of this Agreement and only for the sale purpose of fulfilling commitments for subscription products in existence on the date of tennination. At the end of such tlle, SR shall immediately return all copies of the Coordinates, and all manifestations of TDG's Confidential Information, and cease using such products and information for all purposes.

13.0 General.

13. 1 Entire Agreement. This Agreement, including the exhibits hereto, all of which arc incorporated herein by this reference, contains the full understanding of the parties with respect to the subject matter hereof, and no waiver, alteration, or modification of any of the provisions hereof shall binding unless in writing and signed by duly authorized representatives of each part. either the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this Agreement. If this Agreement is executed in counterparts, each shall be deemed an original, but all together shall constitute but one and the same agreement.

13.2 Assignment. This entire Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties and shall be fully assignable by either part.

13.3 Force Majeure. Neither party shall be liable to the other for delay in the performance of its obligations hereunder to the extent that such delay is due to causes beyond its reasonable control.

13.4 Attorney s Fees. Should any part institute any action or proceeding to enforce this Agreement or any provision hereof, or for damages, by reason of any alleged breach, or for a declaration of rights hereunder, the prevailing part in any such action or proceeding shall be entitled to receive from the other part all costs and expenses, including attomeis fees and disbursements, incurred by the prevailing part in such action or proceeding. 13. 5 Authority. Each of the undersigned mdivldua1s executig on behalf of the respective signatories hereto warrants and represents to each of the parties hereto that he is duly authorized by such entity on whose behalf he is executing this SOFTSEARCH HOLDI1GS, INC., ET AL. 119 Dccision and Order Agreement and that he has full power and authority to bind such entity by affxing this signature hereto.

13.6 State Law. This Agreement shall be construed il accordance with, and the rights and obligations of the parties hereunder shall be detcnnined in accordance with, the laws of the State of Texas.

13.7. Kotices. Any notice required or pennitted hereunder shall be conclusively deemed properly given upon delivery of the same, in writing, in person or by mailing the same by certified mail to the party to be notified at such party s address as set forth in the preamble to this Agreement, or to such other address as may be specified in a notice delivered pursuant hereto 13.8 Severability and Waiver. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, or if any provision hereof is or becomes impracticable, the remaining provisions and the Agreement as a whole shall nevertheless continue in full force and effect without being impaired or invalidated in any way, and the parties shall replace the invalid unenforceable or impracticable provision with a valid, enforceable or practical provision which shall meet the economic aims of the invalid, unenforceable or impracticable provision as closely as possible. No delay in exercising, no course of dealing with respect to, and no partal exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof. With respect to any continuing or persistent default hereunder, no delay in exercising, no course of dealing with respect to, and no partial exercise of any right or remedy shall constitute a waiver thereof.

13.9 Construction. Headings used throughout this Agreement are for administrative convenience only and shall be disregarded for the purpose or constring and enforcing this Agreement. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and shall not be construed strictly for or against either of the parties. 13. 10 Other Business. Except as otherwise provided herein, each party shall be allowed to solicit any type customer in any geographic area and enter into software, hardware, data delivery, development, license, and maintenance agreements therewith. The provisions of this Agreement do not grant either part any rights or obligations to act on behalf of the other party regarding any other products or services not specifically mentioned. 13. 11 Relationship of Parties. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership, or agency relationship between rug and SR or any of their employees. Except as specifically set forth herein, no part shall be liable for the debts, obligations, or responsibilities of another part, and no part shall have the right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of or in the name of another party or to bind another part in any manner.

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" no ,.,,,e ' ''' 0 , ,., 'cO , ,c" ' r ",,0 '",..- n c. Iu'. "".. ' .' ". "'''0," :o.." " .::: '" "n:r. 0 " '''''0.". '" c. : . ,.': ::0' 11 '0 ' " ,." 1. , ,e: . ::c ' .e' TC, . ,,,c- : '"c. *, ,C.r". 'J- 0:. ' :c- , IC":- e'." ..,:.:::.,.,,,. , , . . p,.,...; :: . .... .. ;, ,,,:....,..,. ........ , ,,,.,,,.....,,y.:....,:.........,,,,,,.., , ,, .y;. ....., , y.,;. ., , .;... . .., . ..,,.,,,..,.,. ,,:..,..... ....;,...,,...,.. ,, . \. Decision and Order 124 FTC. EXHIBIT B ,or,,,, ""n..., :onll", '"" .",..",", voo" u-I, 'G"''''' Ramedlos. ".. ""'"-"0," a. ar... ';1.., 10"',,' ",... ,. I c,. ,. Ino.. ,""'H'" P""C' OI' ".u""....M "C,,', ""'''' ""w ' 0" '00. 0.==",".."..-. "'o.,o.._oll"""''''''''''onl"''' "'CC ... -u u"'"to;. "'., '0 "00"::' L..,n.', .".in.'..",... '''''"0'0''-'',", 0'''' 10 '0"'" '0 11. '"'''' . nQ '0 ". "'0 01 ;: or, or. :C; . ..' II ,. u... 'Unn" .. m.y ,. ion.. on ,,,. ,nl,loa :0 a "'." "'O ."""O ,,,"-I, 71" S":,,n ,"" i" '0 ..,. """,, .n, Lc.n... 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;,,,."""'00'''''1 :"c -'__M '---" ,- SOFTSEARCH HOLDINGS , INC., ET AL 123 Decision and Order APPENDIX I ASSET MAINTENA:-CE AGREEMENT This Asset Maintenance Agreement (the "Agreement") is by and between Softsearch Holdings, Inc, (" Softsearch"), a corporation organized under the laws of the State of Texas, with its principal offces located at Abilene, Texas, and the Federal Trade Commission (the " Commission ), an independent agency of the United States Govemment, established under the Federal Trade Commission Act of 1914 15 U. c. 41 et seq. (collectively, the "Parties PRE\1ISES Whereas Softsearch and GeoQuest International Holdings, Inc. entered into an agrccment, dated -' pursuant to which Softsearch' s wholly-owned subsidiary Dwight' s Energydata, Inc, Dwights ) and GeoQuest's wholly-owned subsidiary Petroleum Information Corporation will merge their assets (the "Acquisition and Whereas the Commission is now investigating the Acquisition to determine whether it would violate any of the statutes enforced by the Commission; and Whereas The Commission has reason to believe that the agrcement would violate Section 5 of the Federal Trade Commission Act, and that, if consummated, would violate Section 7 of the Clayton Act and Section 5 of the Federal Trade Commission Act, statutes enforced by the Commission; and Whereas if the Commission accepts the attached Agreement Containing Consent Order ("Consent Order ), the Commission must place it on the public record for a period of at least sixty days and may subsequently withdraw such acccptance pursuant to the provisions of Section 2. 34 of the Commission s Rules; and Whereas the Commission is concerned that if an agreement is not rcached preserving the Specified Data (as defined in the Agreement Containing Consent Order) during the period prior to the time that the Consent Order becomes final, divestiture of said data to an possible in any proceeding challenging the legality of the Acquisition in the event that the Consent Ordcr does not become final; and Whereas the action of Soft Search in entering into this Ab'Teement shall in no way be construed as an admission by Softsearch that the 124 FEDERAL TRADE COM'vISSIO"l DECISIONS Decision and Order 124 FTC. Acquisition violates the statutes as alleged in the draft complaint attached hereto; and Whereas Softsearch understands that no act or transaction contemplated by this Agreement shall be deemed immune or exempt from the provisions of the antitrust laws or the Federal Trade Commission Act by reason of anything contained in this Agreement. Now therefore in consideration of the Commission s agreement that, unless it determines to reject the Consent Order, it wil not seek further relief from thc Parties with respect to the Acquisition, except that the Commission may exercise any and all rights to enforce this Agreement and the Consent Order annexed hereto, and to seek the divestiture of such assets to be preserved under this Agreement as may be required to maintain the level of competition that existed prior to the Acquisition, the Parties agree as follows: 1. Softsearch agrees to execute, and upon its issuance to be bound by, the attached Consent Order.

2. Softsearch agrees that from the date this Agreement is accepted by the Commission until the earliest of the dates listed in subparagraphs (a) and (b) it will comply with the provisions of this Agreement.

(a) The date the Consent Order becomes final; or (b) Three business days after the Commission withdraws its acceptance ofthe Consent Order pursuant to the provisions of Section 34 of the Commission s rules.

3. Softsearch shall maintain and update the Specified Data; preserve its viability and marketability, and prevent its destruction removal, wasting, deterioration or impairment of any kind. 4, If the Commission seeks in any proceeding with respect to the Acquisition to obtain injunctive or equitable relief, Softsearch shall not raise an objection based upon the fact that the Commission has permitted the Acquisition to be consummated. Softsearch also waives all rights to contest the validity of this Agreement. 5. For the purpose of determining or securing compliance with this Agreement, subject to any legally recognized privilege, and upon written request with reasonable notice to Softsearch made to its principal offce, Softsearch shall permit any duly authorized representative of the Commission:

SOFTSEARCH HOLDINGS, INC., ET AL 125 Dccision and Order (a) Access during the offce hours of Softsearch or Dwights, in the presence of counsel, to inspect and copy all books, ledgers accounts, correspondence, memoranda and other records and documents in possession or under the control of Softsearch relating to compliance with the Agreement; and (b) Upon five (5) days' written notice to Softsearch or Dwights and without restraint or interference from it, to interview offcers or employees of SoftScarch or Dwights, who may have counsel present regarding any such matters.

6, The Agreement shall not be binding until approved by the Commission.

126 FEDERAL TRADE COMMISSIO:- DECISIO:-S Complaint 124 FTC.