AGREEMENT

Exhibit 2.9

AGREEMENT

THIS AGREEMENT made and entered into as of this 25th day of September, 2009 by and between P. Xxx Xxxxxx (“XXXXXX”) and The Xxxxx Company (“XXXXX”), collectively hereafter referred to as the “PARTIES”.

WHEREAS, XXXXX has advanced funds in the amount of $441,108.62 to XXXXXX to enable XXXXXX to meet Geohedral LLC’s 2009 Round #1Cash Call with the understanding that XXXXXX would then immediately assign the Membership Units acquired thereby to XXXXX; and

WHEREAS, XXXXXX has assigned Certificate No. 117 to XXXXX effective as of this date; and

WHEREAS, it was further agreed between the PARTIES that XXXXXX would assign his $441,108.62 capital account in Geohedral LLC to XXXXX in full satisfaction of the funds advanced to him by XXXXX in connection with the transaction and is fully relieved of any liabilities therefore.

NOW THEREFORE, BE IT AGREED BETWEEN THE PARTIES that a copy of this Agreement shall be furnished to Geohedral LLC so that a proper accounting of the transaction can be made in Geohedral’s records.

IN WITNESS WHEREOF, the PARTIES have executed this Agreement effective as of the above date.

 XXXXXX:

/s/  P. Xxx Xxxxxx

 P. Xxx Xxxxxx

 XXXXX:

 THE XXXXX COMPANY

 By  /s/  Xxxx Xxx, Xx.

 Xxxx Xxx, Xx., President