Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2008, Geospatial Holdings, Inc. (the "Company") entered into Amendment No. 3 to that certain Exclusive License and Distribution Agreement (the "Agreement") with Reduct NV ("Reduct"), a company organized and existing under the laws of Belgium, and Delta Networks Limited SA ("Delta"), a company incorporated under the laws of Luxembourg and owner of all outstanding capital stock of Reduct, under which the Company (i) agreed to extend the payment due date for certain payments owed by the Company to Reduct; (ii) agreed to restructure certain other payments owed by the Company to Reduct; (iii) granted an option to purchase 500,000 shares of the Company's common stock to Delta; and
(iv) agreed to work in good faith with Reduct and Delta to draft and execute mutually acceptable agreements pursuant to which the Company will acquire Reduct through a purchase of one hundred percent of its outstanding capital stock (the "Acquisition") from Delta. The initial target closing date for the Acquisition is June 15, 2009, but that date may be extended subject to certain conditions described in the Agreement. Reduct is an international technology company, based in Belgium, which is developing technologies in the field of underground pipeline mapping. Reduct's patent-pending DuctRunner Smart Probe Pipeline Mapping Technology is a gyroscope-based inertial measurement system designed to create accurate, economical three-dimensional maps of all types of underground pipelines, including water, sewer, electrical, telecom, and oil & gas pipelines.

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