SafeLight LOGO LICENSE AGREEMENT

BETWEEN THE TOWN OF CHAPEL HILL AND THE CITY OF CHARLOTTE

This agreement, entered into this the _____ day of ___________, 2003, by and between the City of Chapel Hill, a North Carolina municipal corporation (hereinafter referred to as “Chapel Hill”) and The City of Charlotte, a North Carolina municipal corporation (hereinafter referred to as “Charlotte”);

WHEREAS, Charlotte is the owner of the copyright of a symbol consisting of a stylized traffic signal and “SafeLight” logo (hereinafter “Symbol”), a copy of which is attached hereto as Exhibit A;

WHEREAS, Chapel Hill desires the right to use the Symbol in conjunction with its Automated Red Light Enforcement System Program, which program is authorized by the N.C. General Assembly;

NOW, THEREFORE, in consideration of $1.00 and other good and sufficient consideration by each party to the other paid, the sufficiency of which is hereby acknowledged, the parties agree with each other as follows:

1. Chapel Hill shall have the right to use the Symbol in connection with its Automated

Red Light Enforcement System Program.

2. Charlotte reserves the right to periodically evaluate Chapel Hill’s use of the Symbol. Pursuant to this reserved right to evaluate, upon request by Charlotte, Chapel Hill agrees to provide copies of any and all uses of the Symbol along with any additional material and information Charlotte deems necessary in order to conduct its periodic evaluation of Chapel Hill’s use of the Symbol.

3. This agreement may be terminated by Charlotte for any reason whatsoever upon 90 days

written notice.

4. This agreement will be interpreted and enforced according to the laws of the State of North

Carolina.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on their behalf by their duly authorized representatives, under seal, all as of the day and year first above written.

"CHARLOTTE"