. . . Notes for 03 June 2002 meeting of
Andy Lane and Roice Nelson

Introductions:

Review "Track Record Includes" sheets

Reason for Meeting:

Marti Berriman says "Andy Lane is honest and he is technical."

Opportunity:

Walden 3-D, Inc., a corporation wholy owned by H. Roice Nelson, Jr., has a product with the potential to be the Lotus 123 of GIS.
Due to the current industry slow down, Walden 3-D, Inc. is willing to sell the first-right-of-refusal to use and distribute this
GIS product, called the Infinite Grid^SM, to Landmark Graphics Corporation, as long as Walden 3-D, Inc., Dynamic Resources Corporation,
and other groups, as mutually agreed in advance, retain the right to use Landmark developed versions of this GIS product at no more than
out-of-pocket distribution and training costs. The Infinite Grid^SM supports Landmark's exisiting customer base, and can be sold to individuals, teams, as wells as for corporate and networked servers at prices ranging from a few thousand dollars to several millions of dollars. Once development is proven through friendly customers, the Infinite Grid^SM can be sold for political, military, government, industrial, university, travel, personal, and any other use that needs to keep track of spatial information. The Infinite Grid^SM will become the mapping, or spatial data management, eqivalent of what Excel provides for financial data.

Issues before proceeding:

1. Does Landmark have on-going development of an "area-based" GIS system, either alone, or in conjunction with ESRI?
   
   
2. Do Landmark's existing agreements with ESRI, for the approximately 5 Landmark products tied into ESRI, limit Landmark's ability to develop GIS products?
   
   
3. Is Landmark interested in attacking, or spinning off a group to attack, a new and very lucrative market?
   
   
4. Will Landmark pay to be able to hit the ground running:
   
   1. $200,000. upfront unrecoverable "first-right-of-refusal fee."
      
      
   2. $10,000. per month retainer fee for H. Roice Nelson, Jr., for a minimum of 6 months,
      with the right to access up to 10 days of time per month for any non-competitive Landmark Projects, where any time in excess of 10 days per month costs $1,500. per day, and all costs are plus travel and living expenses.
      
      
   3. Walden 3-D, Inc. retains 5% ownership or royalty from the new business area, as long as the business exists, and no royalties are paid to Walden 3-D, Inc. until Landmark has recovered $500,000. from Walden 3-D, Inc.'s 5% ownership.
      
      
5. Will Landmark sign a confidentiality agreement to pursue technical evaluation?

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