The Amendment No. 3 To The Reduct Exclusive License And Distribution Agreement

Exhibit 10.20

Execution Copy

AMENDMENT No. 3

TO

EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT This Amendment No. 3 (" Amendment No.3" ) to that Exclusive License and Distribution 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 Molenborglei 42, 2627 Schelle, Belgium (" Reduct" or 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 (the " Extension Agreement" ) by and among the Company, Geospatial and, for the limited purposes set forth therein, DELTA NETWORKS LIMITED SA, a company incorporated under the laws of Luxembourg and the owner of the outstanding capital stock of the Company (" Delta Networks" ), and Mark A. Smith (" Smith" ), and as modified by Amendment No. 1 entered into as of December 21, 2007 (" Amendment No. 1" ) and Amendment No. 2 (" Amendment No. 2" ) entered into as of March 21, 2008 (the " License Agreement" ) is entered as of December 18, 2008 (the " Effective Date" ) by and among the Company, Geospatial, Delta Networks and Geospatial Holdings Inc. (" GHI" ), a Nevada corporation and owner of the outstanding capital stock of Geospatial. Any capitalized term used but not defined herein shall have the same meaning as in the License Agreement and the term Agreement used in the License Agreement shall mean License Agreement

RECITALS

WHEREAS, the parties hereto desire to amend the License Agreement to provide: (i) that within ten (10) days after the Effective Date of this Amendment No, 3, GHI shall pay to Reduct the amount of eighty eight thousand eight hundred fifteen and fifty eight one hundredths euros ( ?88,815.58) (the " Outstanding Invoice" ); (ii) that Schedule 3.1 of the License Agreement shall be deleted and replaced with a new payment schedule (the " Payment Schedule" ); (iii) that GHI shall pay to Reduct the amount of one million five hundred thousand euros ( ?1,500,000) subject to the terms stated in Section 7, by no later than March 15, 2009; (iii) that Delta Networks shall have an option to purchase five hundred thousand (500,000) shares in GHI.; and (iv) for the terms and conditions on which GHI shall acquire from Delta Networks, subject to the execution of a mutually acceptable definitive purchase agreement, one hundred percent (100%) of the outstanding capital stock of Reduct (the " Reduct Acquisition" ).

NOW, THEREFORE the parties hereby agree as follows: 1. Payment due Within Ten (10) Days after Effective Date . Within ten (10) days after the Effective Date, the current account of eighty eight thousand eight hundred fifteen and fifty eight one hundredths euros ( ?88,815.58) is payable to the Company by Geospatial.

2. Replacement of Schedule 3.1 by the Payment Schedule. Schedule 3.1 of the License Agreement is hereby deleted and replaced by the payment schedule as outlined below:

Period 2008 2009 2010 2011 2012 2013 2013+

Contract Paid Amt Owed Contract Contract Contract Contract Contract Contract

Jan ? 425,0006 425,000 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0

Feb ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0

Mar ? 425,000 ? 425,000 ? 0 1,400,000 1,962,500 ? 2,253,125 ? 2,557,344 ? 2,971,695 Previous
Mar. + 15
%

Apr ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0

May ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0

Jun ? 0 ? 0 ? 0 ? 1,400.000 ? 1,962,500 ? 2,253,125 ? 2,587,344 ? 2,971,695 Previous
Jun. +15
%

Jul ? 625,000 ? 0 ? 625,000 0 ? 0 ? 0 ? 0 ? 0

Aug ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0

Sep ? 0 ? 0 ? 0 ? 1,400,000 ? 1,962,500 ? 2,253,125 ? 2,587,344 ? 2,971,695 Previous
Sep. +15
%

Oct ? 1,487,500 ? 0 ? 1,487,500 ? 0 ? 0 ? 0 ? 0 ? 0

Nov ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0 ? 0

Dec ? 1,837,500 ? 0 ? 1,837,500 ? 1,400,000 ? 1,962,500 ? 2,253,125 ? 2,587,344 ? 2,971,695 Previous
Dec. +15
%

Total ? 4,800,000 ? 850,000 ? 3,950,000 ? 5,600,000 ? 7,850,000 ? 9,012,500 ? 10,349,375 ? 11,886,781 Previous
Year +15
%

3. Amendments to Section 3.1 and Section Prices and Payments of the License Agreement a. Section 3.1 shall be deleted and replaced with the following language: " The payments set forth on Schedule 3.1 are license fees (the " Licence Fees" ). Notwithstanding anything in Section 2 of this Agreement to the contrary, the License Rights and Distribution Rights shall be exclusive within the Territory on the condition that, and only for so long as; (i) Geospatial pays the License Fees set forth in Payment Schedule when due; and (ii) the Company is not otherwise entitled to terminate the License Rights or Distribution Rights pursuant to any other provision of this Agreement."

b. Section 3.2 shall be deleted and replaced with the following language:

(a) The value of orders placed by Geospatial for standard Company Products, System Accessories, annual maintenance fees and Reduct approved non-standard product developments may be offset against the License Fees paid in the same calendar year. Consultants fees, operational support fees, taxes and duties, contractual penalties, export charges, travel and accommodation costs and other non-product costs may not be offset against the License Fees.


2

(b) Any License Fee surplus ( i.e. that portion of the cumulative License Fee payments within one calendar year against which no orders for Company Products or System Accessories have been placed) remaining at the end of a calendar year shall not be transferred to the next year. In the event that the order value within one calendar year exceeds the License Fees paid in that same calendar year, such amounts will be invoiced separately by Reduct, shall not be transferred to the next calendar year and shall be due within thirty days of invoice." c. Section 3.3 shall be deleted and replaced with the following language: " To the extent not otherwise superseded by the Covenant and the Further Covenant in Clause 8 of the Amendment No.3, the total amount of License Fee for each year will be contractually due at the start of the applicable year, but may be paid pursuant to the schedule set forth in the Payment Schedule. Payments must be received in the bank account set forth in Section 6.1 of this Agreement on the 15 th of the month in which they are due in accordance with the Payment Schedule."

4. Amendments to Other Sections of the License Agreement .

In order to give effect to the new Payment Schedule and terms provided in this Amendment No. 3, the following provisions of the License Agreement are amended as set fort ...