Exhibit 10.3
AGREEMENT
This Agreement is made as of the 6th day of June, 2007 by and between REDUCT NV (further called " Company" ), a company organised and existing under the laws of Belgium with registered office at 42 Molenberglei, 2627 Schelle, Belgium, and GEOSPATIAL MAPPING SYSTEMS, INC., a company incorporated under the laws of the state of Delaware, with registered office at 229 Howes Run Road, Sarver, Pennsylvania, USA 16055 (further called " Geospatial" ). The Company and Geospatial agree as follows: 1. Representations
1.1 Geospatial represents to Reduce and Delta Networks that Geospatial has entered into a letter of intent to execute a " reverse merger" with a fully reporting '" public-shell" company. Upon completion of the share exchange agreement and/or acquisition or disposition of assets Geospatial will become a wholy-owned subsidiary of the public company. Upon the consummation of the reverse merger transaction, the public company will change its name to GEOSPATIAL CORPORATION with trading symbol " GEOM" , or similar, (OTC Bulletin Board) and the existing management of Geospatial will assume management and full control of the public company' s board of directors and will carry on Geospatial' s business (" Geospatial Corporation" ). Geospatial intends to consummate the reverse merger during the months of June or July 2007 or soon thereafter, however there can be no guarantee that the anticipated transaction will occur, and Geospatial may elect to fund its capital needs through private equity sources.
1.2 Delta Networks Limited SA, is a company incorporated under the laws of Luxembourg (" Delta Networks" ) and owner of over 99% of the outstanding shares in Reduct NV.
1.3 Mark A. Smith is an individual residing at 1001 Carlisle Street, Natrona Heights, Pennsylvania, USA 15065 (" Smith" ) and owner of over 60% of the outstanding shares in Geospatial.
2. Definitions and Exclusive License and Distribution Agreement
2.1 This Agreement is an extension of the existing Exclusive License and Distribution Agreement dated August, 2006 between the Company and Geospatial (" License and Distribution Agreement" ) and all its definitions, terms and conditions of the License and Distribution Agreement remain unchanged, valid and in effect.
2.2 Delta Networks appears in this Agreement in order to effect the offer to Geospatial of the right to purchase from Delta Networks shares in Reduct and the acceptance by Delta Networks of its right to purchase shares in Geospatial or Geospatial Corporation from Smith and/or through the purchase of newly issued shares, only.
2.3 Smith appears in this Agreement in order to effect the offer to Delt ...
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