FIRST AMENDMENT TO THE AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

Exhibit 10.35

FIRST AMENDMENT TO THE

AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION

AGREEMENT

This First Amendment (“Amendment”) to that Amended and Restated Exclusive License Agreement (the “License Agreement”) entered into as of the 15^th day of December, 2009, by and between Reduct NV, a company organized and existing under the laws of Belgium, with registered office at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Reduct”), and Geospatial Holdings, Inc., a Nevada corporation having an office at its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Geospatial”), on behalf of itself and its wholly owned subsidiary Geospatial Mapping Systems, Inc. (“Licensee”), is entered into as of January 29^th, 2010 (the “Effective Date”) by and among Reduct and Geospatial.

RECITALS

A. The parties hereto have entered into the License Agreement.

B. Section 8.1 of the License Agreement provides that the License Agreement shall come into effect upon Geospatial making a payment to Reduct in the amount of four million nine hundred fifty thousand US dollars (US $ 4,950,000) (as defined in Schedule 2.1 of the License Agreement, the “2009 Minimum Purchase Quantity”) and shall have an initial term of three (3) years.

C. Schedule 2.1 currently provides that the 2009 Minimum Purchase Quantity shall be made by the earlier to occur of (i) the closing by Licensee of a round of convertible preferred or common stock financing in an amount that equals or exceeds ten million US dollars (US$10,000,000), and (ii) January 31, 2010.

D. The parties hereto desire to amend the License Agreement such that if Licensee pays to Reduct and Reduct receives on or before January 31, 2010 an amount in cash equal to one hundred thousand US dollars (US$100,000), the 2009 Minimum Purchase Quantity shall be made by the earlier to occur of (i) the closing by Licensee of a round of convertible preferred or common stock financing in an amount that equals or exceeds ten million US dollars (US$10,000,000), and (ii) March 31, 2010.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties hereby agree as follows:

AGREEMENT

1. If Licensee pays to Reduct by wire transfer and Reduct receives on or before January 31, 2010 an amount in cash equal to one hundred thousand US dollars (US$100,000), Schedule 2.1 of the License Agreement shall be amended such that the 2009 Minimum Purchase Quantity shall be made by the earlier to occur of (i) the closing by Licensee of a round of convertible preferred or common stock financing in an amount that equals or exceeds ten million US dollars (US$10,000,000), and (ii) March 31, 2010.

2. Effects of Amendment. The License Agreement and all terms and conditions and provisions of the License Agreement, except as amended by this Amendment, shall remain in full force and effect.

3. Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same Amendment.

4. Effective Date. This Amendment is made effective as of the Effective Date.

5. Governing Law and Forum for Disputes. This Agreement shall be governed by and construed in accordance with the laws of Belgium without regard to any conflicts of laws or provisions therein. Any and all disputes arising hereunder shall be litigated, if at all, in either the Courts of Antwerp or elsewhere in Belgium, it being the intention of both parties that Belgium serve as the exclusive forum for dispute resolution. Both parties submit to the jurisdiction of the courts of Antwerp, and agree that, in the event an action is brought in the courts of Belgium, they will waive any argument of lack of personal jurisdiction or improper venue, which they might otherwise have. Both parties waive any rights to remove any action brought in a court in Belgium, to a court outside that jurisdiction.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or caused this Amendment to be duly executed by their respective authorized officers, as of the day and year first written above.

Geospatial Holdings, Inc.						Reduct NV
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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		CEO						Managing Director