On October 29, 2009 Geospatial Holdings, Inc. (the "Company") issued an 8% Unsecured Promissory Note (the "Note") in the amount of $2,866,700.00 due December 31, 2011 to Mark A. Smith, the Company's Chairman and CEO, to evidence Mr. Smith's periodic loans to the Company, as set forth in more detail on Exhibit A of the Note. The amounts outstanding under the Note bear interest at a rate of 8% per annum from the date such periodic loans were made, compounded monthly, which interest will accrue until the Note is satisfied in full. As of October 29, the total principal amount of the Note together with accrued interest thereon, and accounting for unpaid rent owed by the Company to Mr. Smith as well as cash repayments made by the Company to Mr. Smith, equaled $3,128,262.70 as set forth in more detail on Exhibit A of the Note. If the Note is not satisfied in full by December 31, 2011, then Mr. Smith may demand payment of the principal and interest due under the Note. Failure by the Company to make payments of principal or interest or certain other events of bankruptcy shall be events of default under the Note. Upon the occurrence and during the continuance of any event of default, the Note shall bear interest at a rate of 17% per annum, compounded monthly.

On October 30, 2009 the Company entered into a Note Conversion Agreement with Mr. Smith whereby Mr. Smith presented the Note to the Company and the Company converted $2,000,000.00 of the Note into two million shares of the Company's common stock at the price of $1.00 per share (the "Note Conversion"). The issuance of shares of the Company's common stock took place in a private placement transaction pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation D.

On October 30, 2009, in connection with the Note Conversion, the Company also issued Mr. Smith the following replacement notes to account for the remaining outstanding balance on the Note of $1,128,262.00: (i) an 8% Unsecured Convertible Note (the "Convertible Note") in the amount of $1,000,000.00 due on the earlier of (a) December 31, 2011, or (b) the closing by the Company of a round of convertible preferred or common stock financing in an amount equal to or greater than $10,000,000.00 (the earlier occurrence of either (a) or (b), the "Convertible Note Maturity Date") and (ii) an 8% Unsecured Promissory Note (the "Demand Note") in the amount of $128,262.70 due upon demand.

The Convertible Note bears an interest rate of 8% per annum, compounded monthly, from the date of issuance, which interest will accrue until the Convertible Note is satisfied in full. At any time prior to the Convertible Note Maturity Date, Mr. Smith may convert the then outstanding principal balance of the Note and any unpaid interest thereon into shares of the Company's common stock at the price of $1.00 per share (the "Conversion Rate") which Conversion Rate will be adjusted on a weighted average basis for a dilutive issuance. If the Convertible Note is not satisfied in full, or converted into shares if the Company's common stock on the terms set forth therein, by the Convertible Note Maturity Date, then Mr. Smith may demand payment of the principal and interest due under the Convertible Note. Failure by the Company to make payments of principal or interest or certain other events of bankruptcy shall be events of default under the Convertible Note. Upon the occurrence and during the continuance of any event of default, the Convertible Note shall bear interest at a rate of 17% per annum, compounded monthly.

The Demand Note bears an interest rate of 8% per annum, compounded monthly, from the date of issuance, which interest will accrue until the Demand Note is satisfied in full. If the Demand Note is not satisfied in full by December 31, 2011, then Mr. Smith may demand payment of the principal and interest due under the Demand Note. Failure by the Company to make payments of principal or interest or certain other events of bankruptcy shall be events of default under the Demand Note. Upon the occurrence and during the continuance of any event of default, the Demand Note shall bear interest at a rate of 17% per annum, compounded monthly.

The foregoing discussion provides only a brief description of the documents described above. The discussion is qualified in its entirety by the full text of the agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.26 to 10.29.

In our current report on Form 8-K filed on February 12, 2009, the Company announced the appointment of David Vosbein as President and Chief Operating Officer of the Company. In our current report on Form 8-K filed on March 12, 2009, the Company announced that on March 6, 2009, the Company entered into an employment agreement, an agreement not to compete and a Warrant No. 1 for two million shares of the Company's common stock ("Warrant No. 1") with Mr. Vosbein. Pursuant to Warrant No. 1, Mr. Vosbein was granted warrants to purchase two million shares of the Company's common stock at an exercise price of $1.23 per share, which warrants vested over time and once vested, were exercisable for 10 years following the grant date.

On October 30, 2009, the Company entered into that certain Vosbein Warrant Agreement by and between the Company and Mr. Vosbein (the "Vosbein Warrant Agreement"). In connection with the Vosbein Warrant Agreement, the Company and Mr. Vosbein agreed to cancel Warrant No. 1 and the Company issued Mr.

The foregoing discussion provides only a brief description of the documents described above. The discussion is qualified in its entirety by the full text of the agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.30 to 10.31.

On November 3, 2009 the Company issued a press release announcing that Mark A. Smith, the Company's Chairman and CEO, had converted $2,000,000.00 of the outstanding amount of Mr. Smith's loan to the company into two million shares of the Company's common stock. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

10.26    Geospatial Holdings, Inc. 8% Unsecured Promissory Note Due December 31,
         2011 in the amount of $2,866,700.00 in favor of Mark A. Smith

10.27    Note Conversion Agreement dated as of October 30, 2009 by and between
         Geospatial Holdings, Inc. and Mark A. Smith

10.28    Geospatial Holdings, Inc. 8% Unsecured Convertible Promissory Note Due
         December 31, 2011 in the amount of $1,000,000.00 in favor of Mark A.
         Smith

10.29    Geospatial Holdings, Inc. 8% Unsecured Promissory Note Due Upon Demand in
         the amount of $128,262.70 in favor of Mark A. Smith


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    10.30   Vosbein Warrant Agreement

    10.31   Warrant No. 16 issued on October 30, 2009 to David Vosbein

    99.1    Press release of Geospatial Holdings, Inc. dated November 3, 2009