The Amendment No. 2 To The Reduct Exclusive License And Distribution Agreement

Exhibit 10.5

AMENDMENT No. 2

TO

EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

This Amendment No. 2 (" Amendment" ) to that Exclusive License and Distribution Agreement (the " License Agreement" ) entered into as of the 3 rd day of August, 2006, by and between REDUCT NV , a company organized and existing under the laws of Belgium, with registered office at Molenberglei 42, 2627 Schelle, Belgium (the " Company" ), and GEOSPATIAL MAPPING SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware, USA, with registered office at 229 Howes Run Road, Sarver, Pennsylvania USA 16055 (" Geospatial" ), as modified and extended by that Agreement entered into as of the 6 th day June, 2007, by and among the Company, Geospatial and, for the limited purposes set forth therein, DELTA NETWORKS LIMITED SA, and a company incorporated under the laws of Luxembourg and the owner of the outstanding capital stock of the Company (" Delta Networks" ), (the " Extension Agreement" and together with the License Agreement, the " Agreement" ), and as modified by amendment No 1 entered into as of December 21, 2007 (the " Amendment No 1" ), is entered as of March 21, 2008 (the " Effective Date" ) by and among Company, Geospatial and, for the limited purposes described herein, Delta Networks and Smith. Any capitalized term used but not defined herein shall have the same meaning as in the Agreement.

RECITALS

A. The parties hereto have entered into the Agreement.

B. The parties hereto desire to amend the Agreement to provide that (i) certain payments due by Geospatial to Reduct be extended, (ii) the term of Delta Networ ...