0001193125-10-084529 Sample Contracts

AGREEMENT NOT-TO-COMPETE
Non-Compete Agreement • April 16th, 2010 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management • Pennsylvania

This Agreement Not-To-Compete (the “Agreement”) is made and entered into as of October 10, 2008, by and between Geospatial Mapping Systems, Inc., a Delaware corporation (the “Company”) and Richard McDonald (the “Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2010 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management

THIS AGREEMENT (“Agreement”), by and between GEOSPATIAL MAPPING SYSTEMS, INC., a Delaware corporation (the “Company”), and Todd Porter (the “Executive”) is entered into as of , 2008 (the “Employment Date”).

GEOSPATIAL MAPPING SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • April 16th, 2010 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management • Delaware

This OPTION AWARD AGREEMENT (“Agreement”) is dated effective October 10, 2008 (the “Grant Date”), and is between Geospatial Mapping Systems, Inc., a Delaware corporation (the “Company”), and Richard McDonald (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Geospatial Mapping Systems, Inc. 2007 Stock Option Plan (the “Plan”).

SUBSCRIPTION AND PURCHASE AGREEMENT
Subscription and Purchase Agreement • April 16th, 2010 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management • New York

THIS SUBSCRIPTION AND PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 19th day of March, 2010 (the “Effective Date”) by and between Geospatial Holdings, Inc., a Nevada corporation (the “Company”), and the investor named on the signature page to this Agreement (the “Investor”).

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