GLOBEXPLORER SIGNS PACT WITH AIRPHOTOUSA TO DELIVER HIGH RESOLUTION

AERIAL IMAGES OVER THE INTERNET

Interactive, High-Resolution Image Content Now Available to MapQuest Customers, Business Industries

DALLAS, Texas. (June 13, 2001) -- GlobeXplorer, a leading technology company that distributes interactive aerial and satellite photos via the Internet, announced today that it has entered into an agreement with AirPhotoUSA, a leading supplier of digital aerial images, to distribute AirPhotoUSA's aerial content over the Internet. Specific terms include a licensing deal that includes unlimited use of AirPhotoUSA's image content and ongoing updates of up to 50 major metropolitan cities where coverage is available. In total, the agreement gives GlobeXplorer access to over 2.5 terabytes of digital imagery for distribution across Internet portals where its service is available. Further terms were not disclosed.

The announcement marks further momentum for GlobeXplorer in delivering high quality images quickly and efficiently over the Internet to a variety of businesses. GlobeXplorer customers like MapQuest will benefit from the addition of more metropolitan cities to its growing library of aerial photos and satellite images already available through AOL. In particular, the deal with AirPhotoUSA will provide additional aerial image coverage for major metropolitan cities along the eastern coast of the United States.

For AirPhotoUSA, the agreement opens entirely new mainstream channels to their aerial content, including millions of AOL and MapQuest users delivered by GlobeXplorer's relationship with AOL.

"Our alliance with GlobeXplorer is a tremendous benefit as we look for new opportunities to expose our quality image content," said JR Robertson, founder and CEO of AirPhotoUSA. "GlobeXplorer has tapped into some very large Internet portals to deliver aerial images where there is a significant and growing demand. These are precisely the areas we want to be and why this partnership benefits us both."

"We're pleased to have AirPhotoUSA as a significant content partner for the millions of customers we serve everyday," said Paul Smith, COO of GlobeXplorer. "This deal represents a large infusion of new content into our massive and growing library of interactive aerial images and underscores our success in reaching large areas of new online traffic for our leading worldwide partners like AirPhotoUSA."

About AirPhotoUSA
With the advent of GIS and the advancement of computer technology, a demand was created for quality aerial photography to incorporate into existing data. This need for manageable digital imagery led to the initial concept of AirPhotoUSA in 1997. After extensive research and development the company was formally organized in 1998. The initial objective of AirPhotoUSA was to make available, at a reasonable cost, high quality, seamless, digital aerial photography of every major city in the United States. The challenge was to "package" the digital aerial photography with a user friendly interface that would handle the immense file sizes created, be compatible to existing GIS, be easy to use, and fast. The result was the creation of AirPhotoUSA's PhotoMapper software. AirPhotoUSA has continued to develop new technology and to perfect PhotoMapper. Today, no other aerial product on the market is as comprehensive or provides the quality, ease of use, versatility, or productivity of PhotoMapper.

AirPhotoUSA also provides a variety of specialized services though its in-house Image Bureau. These services compliment and expand a company's in-house imaging capabilties and create total solutions support for PhotoMapper users. Services offered include design and composite art, including 3-D integration and animation with aerial photography. Data Preparation services are utilized to enhance or customize PhotoMapper and GIS applications. High-resolution scanning services, wide format printing, and finishing services are also available.

About GlobeXplorer

GlobeXplorer is the leading technology enabler of high-speed access to interactive aerial photos over the Internet and to wireless devices. Through the company's products, business professionals from a wide range of industries can access captivating images from the world's largest database of online commercial aerial photography.

GlobeXplorer provides a first-to-market business solution that was previously unavailable. The company has created a proprietary technology to dynamically search, retrieve and deliver a requested photo from its library of millions of images within seconds to end users. In partnership with Sun Microsystems, Informix and other leading technology companies, GlobeXplorer has developed a state-of-the-art server and technology foundation to support its large and growing collection of images. In addition, the company has developed flexible software tools that allow business customers to insert a customized image viewer into their own web sites, without the use of any plug-ins. Interactive aerial photos can be accessed via an ongoing subscription service available through GlobeXplorer.

The company is headquartered in Walnut Creek, California and its products are available worldwide. For further information, contact GlobeXplorer at info "at" globexplorer.com, or visit www.globexplorer.com on the Internet.