AMENDMENT No. 2 TO 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 Networks purchase right to 3 Million shares in Geospatial be extended, (iii) a certain penalty mechanism is automatically triggered in case of Geospatial late payment.

NOW, THEREFORE the parties hereby agree as follows:

AGREEMENT

1. The following payments due under the Agreement to be paid by Geospatial to Reduct shall be extended as outlined below:

2. Effect of Amendment. The Agreement is hereby ratified and confirmed in all respects, and all terms, conditions and provisions of the Agreement, except as amended by this Amendment, shall remain in full force and effect. Reduct and/or Delta Networks shall have the right, which Geospatial or Geospatial Corporation hereby accept, to elect appropriate applicable law and jurisdiction to give full effect and consummation of its right under clause 1.e herein.

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.

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 above written.

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Date: March 21, 2008

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