8% UNSECURED PROMISSORY NOTE DUE DECEMBER 31, 2011



 Exhibit 10.26 
 GEOSPATIAL HOLDINGS, INC. 
 8% UNSECURED PROMISSORY
NOTE 
 DUE DECEMBER 31, 2011 
  

			
	$2,866,700.00	  	October 29, 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 aggregate principal sum of two million eight hundred
sixty six thousand seven hundred dollars with interest accruing on the outstanding principal amount at the rate of eight percent (8%) per annum, compounded monthly, based on a 365-day year. This interest has been accruing and will continue to
accrue until the aggregate principal amount is paid in full based on the date such sums were advanced to Payor by Holder as set forth in the schedule attached hereto as Exhibit A. 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 December 31, 2011 (the “Maturity Date”), if this Note has not been paid in full,
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. The Company may not prepay this Note except pursuant to Section 6 hereto. 
 (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. Prepayment. Payor may prepay this Note without penalty at any time after December 15, 2009. 
 4. 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. 







 5. 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. 
 6. 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. 
 7.
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









											
	  
 Exhibit A
  

	Date	  	Cash  
Advanced  	  	Rent  	  	Cash  
Repaid  	  	Accrued  
Interest  	  	Outstanding  
Balance  
	 	 	 	 	 	 
	 4/30/2008
	  	300,000.00  	  	—    	  	—    	  	—    	  	300,000.00  
	 5/31/2008
	  	—    	  	—    	  	—    	  	2,038.36  	  	302,038.36  
	 6/30/2008
	  	—    	  	—    	  	—    	  	2,013.59  	  	304,051.95  
	 7/21/2008
	  	50,000.00  	  	—    	  	—    	  	—    	  	354,051.95  
	 7/31/2008
	  	—    	  	—    	  	—    	  	2,193.68  	  	356,245.63  
	 8/1/2008
	  	150,000.00  	  	—    	  	—    	  	—    	  	506,245.63  
	 8/6/2008
	  	350,000.00  	  	—    	  	—    	  	—    	  	856,245.63  
	 8/31/2008
	  	—    	  	—    	  	—    	  	4,041.64  	  	860,287.27  
	 9/2/2008
	  	150,000.00  	  	—    	  	—    	  	—    	  	1,010,287.27  
	 9/10/2008
	  	50,000.00  	  	—    	  	—    	  	—    	  	1,060,287.27  
	 9/23/2008
	  	10,000.00  	  	—    	  	—    	  	—    	  	1,070,287.27  
	 9/30/2008
	  	—    	  	—    	  	—    	  	6,435.25  	  	1,076,722.52  
	 10/1/2008
	  	200,000.00  	  	—    	  	—    	  	—    	  	1,276,722.52  
	 10/15/2008
	  	150,000.00  	  	—    	  	—    	  	—    	  	1,426,722.52  
	 10/29/2008
	  	150,000.00  	  	—    	  	—    	  	—    	  	1,576,722.52  
	 10/31/2008
	  	—    	  	—    	  	—    	  	9,269.47  	  	1,585,991.99  
	 11/12/2008
	  	15,000.00  	  	—    	  	—    	  	—    	  	1,600,991.99  
	 11/26/2008
	  	10,000.00  	  	—    	  	—    	  	—    	  	1,610,991.99  
	 11/28/2008
	  	100,000.00  	  	—    	  	—    	  	—    	  	1,710,991.99  
	 11/30/2008
	  	—    	  	—    	  	—    	  	10,709.17  	  	1,721,701.16  
	 12/11/2008
	  	122,000.00  	  	—    	  	—    	  	—    	  	1,843,701.16  
	 12/17/2008
	  	10,000.00  	  	—    	  	—    	  	—    	  	1,853,701.16  
	 12/29/2008
	  	25,000.00  	  	—    	  	—    	  	—    	  	1,878,701.16  
	 12/30/2008
	  	125,000.00  	  	—    	  	—    	  	—    	  	2,003,701.16  
	 12/31/2008
	  	—    	  	—    	  	—    	  	12,070.88  	  	2,015,772.04  
	 1/14/2009
	  	25,000.00  	  	—    	  	—    	  	—    	  	2,040,772.04  
	 1/20/2009
	  	10,000.00  	  	—    	  	—    	  	—    	  	2,050,772.04  
	 1/29/2009
	  	140,000.00  	  	—    	  	—    	  	—    	  	2,190,772.04  
	 1/31/2009
	  	—    	  	—    	  	—    	  	13,709.17  	  	2,204,481.21  
	 2/26/2009
	  	50,000.00  	  	—    	  	—    	  	—    	  	2,254,481.21  
	 2/28/2009
	  	—    	  	—    	  	—    	  	14,729.42  	  	2,269,210.63  
	 3/9/2009
	  	—    	  	—    	  	(15,000.00)  	  	—    	  	2,254,210.63  
	 3/13/2009
	  	80,000.00  	  	—    	  	—    	  	—    	  	2,334,210.63  
	 3/31/2009
	  	100,000.00  	  	52,000.00  	  	—    	  	15,738.04  	  	2,501,948.67  
	 4/14/2009
	  	60,000.00  	  	—    	  	—    	  	—    	  	2,561,948.67  
	 4/17/2009
	  	52,700.00  	  	—    	  	—    	  	—    	  	2,614,648.67  
	 4/20/2009
	  	—    	  	—    	  	(2,700.00)  	  	—    	  	2,611,948.67  
	 4/30/2009
	  	—    	  	—    	  	—    	  	17,032.53  	  	2,628,981.20  
	 5/5/2009
	  	90,000.00  	  	—    	  	—    	  	—    	  	2,718,981.20  
	 5/31/2009
	  	—    	  	—    	  	—    	  	18,039.42  	  	2,737,020.62  
	 6/15/2009
	  	100,000.00  	  	—    	  	—    	  	—    	  	2,837,020.62  
	 6/17/2009
	  	28,000.00  	  	—    	  	—    	  	—    	  	2,865,020.62  
	 6/30/2009
	  	—    	  	—    	  	—    	  	18,683.41  	  	2,883,704.03  
	 7/1/2009
	  	120,000.00  	  	—    	  	—    	  	—    	  	3,003,704.03  
	 7/31/2009
	  	—    	  	—    	  	—    	  	20,013.73  	  	3,023,717.76  
	 8/17/2009
	  	9,000.00  	  	—    	  	—    	  	—    	  	3,032,717.76  
	 8/28/2009
	  	30,000.00  	  	—    	  	—    	  	—    	  	3,062,717.76  
	 8/31/2009
	  	—    	  	—    	  	—    	  	20,205.46  	  	3,082,923.22  
	 9/4/2009
	  	5,000.00  	  	—    	  	—    	  	—    	  	3,087,923.22  
	 9/30/2009
	  	—    	  	—    	  	—    	  	20,581.31  	  	3,108,504.53  
	 10/29/2009
	  	—    	  	—    	  	—    	  	19,758.17  	  	3,128,262.70  
	 	 	 	 	 	 
	 Total
	  	2,866,700.00  	  	52,000.00  	  	(17,700.00)  	  	227,262.70  	  	3,128,262.70