8% UNSECURED PROMISSORY NOTE DUE UPON DEMAND



 Exhibit 10.29 
 GEOSPATIAL HOLDINGS, INC. 
 8% UNSECURED PROMISSORY
NOTE 
 DUE UPON DEMAND 
  

			
	$128,262.70	  	October 30, 2009

 FOR VALUE RECEIVED, GEOSPATIAL HOLDINGS, INC., a NEVADA corporation
(“Payor”) hereby unconditionally promises to pay, in lawful money of the United States of America, to Mark A. Smith or his assigns (“Holder”) located at 229 Howes Run Road, Sarver, PA 16055 the
principal sum of one hundred eight thousand five hundred four dollars and fifty three cents ($128,262.70) with interest on the outstanding principal amount at the rate of eight percent (8%) per annum, compounded monthly, based on a 365-day
year. Interest shall begin to accrue on the date of this Unsecured Promissory Note (the “Note”) and shall continue on the outstanding principal amount hereof until paid in full. If, at any time, any interest is paid on
this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the
principal amount of this Note. 
 1. Payment; Maturity; Default Interest. 
 (a) At any time on or after the date of execution hereof, Holder may demand payment of the entire outstanding principal balance of
this Note and all unpaid accrued interest thereon (a “Payment Demand”). All payments shall be applied first to accrued interest, and thereafter to principal. If any payments on this Note become due on a
Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment.

 (b) Upon the occurrence and during the continuance of any Event of Default (as defined in this Note), the principal
balance of this Note shall bear interest at the rate of seventeen percent (17%) per annum, compounded monthly, including after the commencement of, and during the pendency of, any bankruptcy or other insolvency proceeding. 
 2. Default; Remedies. 
 (a) The occurrence of any of the following events shall be an Event of Default hereunder: 
 (i) Payor shall default in the payment of the principal of this Note, when and as the same shall become due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or
otherwise; or 
 (ii) Payor shall default in the payment of any installment of interest on this Note according to its terms,
when and as the same shall become due and payable and such default shall continue for a period of five (5) business days; or 







 (iii) a court enters a decree or order for relief with respect to Payor in an involuntary
case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or 
 (iv) the continuance of any of the following events for sixty (60) days unless dismissed, bonded or discharged: (a) an involuntary case is commenced against Payor under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Payor or
over all or a substantial part of its property, is entered; or (c) an interim receiver, trustee or other custodian is appointed without the consent of Payor for all or a substantial part of the property of Payor; or 
 (v) Payor commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary case or to
the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Payor makes any
assignment for the benefit of creditors; or the Board of Directors of Payor adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this subsection 2(a)(v). 
 (b) Upon the occurrence and during the continuance of any Event of Default, all unpaid principal on this Note, accrued and unpaid
interest thereon and all other amounts owing hereunder shall, at the option of the Holder, be immediately due, payable and collectible by Holder pursuant to applicable law. 
 (c) Upon the occurrence and during the continuance of any Event of Default, interest shall accrue at the rate set forth in
Section 1(b) herein and Payor shall pay all reasonable attorneys’ fees and court costs incurred by Holder in enforcing and collecting this Note. 
 3. Waiver; Payment of Fees and Expenses. Payor waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when
incurred, including, without limitation, reasonable attorneys’ fees, costs and other expenses. The right to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent permitted by law. No
delay by Holder shall constitute a waiver, election or acquiescence by it. 
 4. Cumulative Remedies. Holder’s
rights and remedies under this Note shall be cumulative. Holder shall have all other rights and remedies not inconsistent herewith as provided under the Uniform Commercial Code, by law or in equity. No exercise by Holder of one right or remedy shall
be deemed an election, and no waiver by Holder of any Event of Default shall be deemed a continuing waiver. 







 5. Use of Proceeds. Payor shall use the proceeds of the loan solely for the
operations of its business, and not for any personal, family or household purpose. 
 6. Miscellaneous. 
 (a) Governing Law. The terms of this Note shall be construed in accordance with the laws of the State of New York without giving
effect to the conflicts of laws principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law. 
 (b) Successors and Assigns; Assignment. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Neither party may not assign this Note or delegate
any of its rights or obligations hereunder without the written consent of the other party. 
 (c) Titles and Subtitles.
The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note. 
 (d) Notices. All notices required or permitted hereunder shall be in writing and shall be provided as follows: 
  

					
	To Holder:	 		 	Mark A. Smith
		 		 	229 Howes Run Road
		 		 	Sarver, PA 16055
		 		 	F: 724-353-3049
			
	To Payor:	 		 	Geospatial Holdings, Inc.
		 		 	229 Howes Run Road
		 		 	Sarver, PA 16055
		 		 	Attn: Chief Executive Officer
		 		 	F: 724-353-3049
			
	With a copy to:	 		 	Winston & Strawn LLP
		 		 	Attn: Gerald P. Farano
		 		 	1700 K Street, NW
		 		 	Washington, DC 20006
		 		 	F: 202-282-5100

 (e) Modification; Waiver. No modification or waiver of any provision of this
Note or consent to the departure therefrom shall be effective without the written consent of Payor and the Holder, and then it shall be effective only in the specific instance and for the specific purpose for which it was given. 








			
	GEOSPATIAL HOLDINGS, INC.
		
	By:	 	 /s/ Mark A. Smith

		 	Mark A. Smith, Chief Executive Officer