TERMINATION AGREEMENT

EXHIBIT 10.1

TERMINATION AGREEMENT

This Termination Agreement (the “Agreement”) is made and entered into as of April 27, 2009, by and between TERRA INSIGHT SERVICES, INC., a New York corporation (“TIS”), TERRA ENERGY & RESOURCE TECHNOLOGIES, INC., a Delaware corporation (“TERRA”), TERRA INSIGHT TECHNOLOGIES CORPORATION, a Delaware corporation (“TITC”), and THE INSTITUTE OF GEOINFORMATIONAL ANALYSIS OF THE EARTH, a Liechtenstein establishment (the “INSTITUTE”) (hereinafter each of TIS, TERRA, TITC, and the INSTITUTE are referred to individually as a “Party” and jointly as the “Parties”).

WHEREAS, TERRA, through its subsidiary, TIS, and previously through its subsidiary, TERRA INSIGHT CORPORATION (“TIC”), is in the business of providing services and products in connection with the identification, location, exploration and recovery of deposits of natural resources (“Terra Services”);

WHEREAS, the INSTITUTE is the owner, inventor or developer, whether independently or in conjunction with a third party, of certain proprietary technology herein referred to as Institute Technology (as defined herein), or has licensed or otherwise has rights or interests to the Institute Technology;

WHEREAS, TERRA, through its subsidiary, TIS, and previously through its subsidiary, TIC, has licensed from the INSTITUTE the Institute Technology (certain technology and know-how used in the surveying, mapping, detection, and reporting of natural resources of the Earth), which have been utilized as part of TERRA’ satellite-based sub-terrain prospecting (“STeP”) technology services offering, pursuant to that certain Technology License Agreement, dated as of December 15, 2008, by and between the INSTITUTE and TIS (the “TIS License Agreement”), and previously pursuant to that certain Second Amended and Restated Technology License Agreement of July 17, 2007, by and between the INSTITUTE and TIC, as amended by that certain letter agreement dated December 19, 2007, which amended and restated the terms of the Amended and Restated Technology License Agreement dated as of May 19, 2005, which amended and restated the terms of the Technology License Agreement dated as of January 7, 2005 (collectively, the “TIC License Agreement”) (the TIS License Agreement and the TIC License Agreement are collectively referred to herein as the “License Agreements”);

WHEREAS, the INSTITUTE has provided to TIS, and previously to TIC, certain commercial services in the use of the Institute Technology, pursuant to that certain Services Agreement, dated as of December 15, 2008, by and between the INSTITUTE and TIS (the “TIS Services Agreement”), and previously pursuant to that certain Second Amended and Restated Services Agreement of July 17, 2007, by and between the INSTITUTE and TIC, as amended by that certain letter agreement dated December 19, 2007, which amended and restated the terms of the Amended and Restated Services Agreement dated as of May 19, 2005, which amended and restated the terms of the Services Agreement dated as of January 7, 2005 (collectively, the “TIC Services Agreement”) (the TIS Services Agreement and the TIC Services Agreement are collectively referred to herein as the “Services Agreements”);

WHEREAS, TIS desires to terminate the TIS License Agreement and TIS Services Agreement, TIS desires to receive the Terra Work Product (as defined herein) in the possession of the INSTITUTE, TITC desires to acquire certain rights and interests in and to the Institute Technology from the INSTITUTE, the INSTITUTE desires to sell, convey, transfer and assign all of its rights and interests in and to the Institute Technology to TITC, and the Parties desire to set forth the rights and interests of the respective Parties and matters governing post-termination events and matters;

NOW, THEREFORE, in consideration of the premises, covenants, and obligations of the Parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows.

“Institute Technology” shall mean the technology and/or process relating to analytical and computerized processing of satellite, cartographical, topographical, geological and geophysical information used to remotely assess natural resources content of an area, owned, invented, or developed by the INSTITUTE, whether independently or in conjunction with a third party, or for which the INSTITUTE has licensed or otherwise has rights or interests thereto, including, but not limited to, all know-how, proprietary information, processes, technique,

1

knowledge database, data, design, drawing, apparatus (mathematical or otherwise), equipment, devices, formulas, program, software, all past, present, and future versions thereof, including all beta versions, and technology, whether patented or unpatented, patentable or unpatentable, all patents, patent applications, and trade secrets related thereto, all proprietary, common law, and/or statutory intellectual property rights, whether in oral, written, graphic, or electronic form, and any and all other proprietary rights of any kind whatsoever related thereto. The term Institute Technology, as used herein, is further supplemented by the description and/or information set forth in the Institute Technology Schedule.

“Institute Documentation” shall mean any and all drawings, writings, documents, blueprints, data, papers, reports, test results, evaluations, plan, studies, instructions, manuals, user guides, computer software, computer code, formulas and formulations describing or regarding the Institute Technology or any part thereof, or related to the ownership, licensing, utilization and/or exploitation of the Institute Technology, created or developed or caused to be created or developed by the INSTITUTE, or licensed by the INSTITUTE, and all patents, patent applications, copyrights, and copyright applications relating thereto.

“Confidential Information” shall mean, collectively, the Institute Technology, including Derivatives and Improvements, and the Institute Documentation.

“Derivatives” shall mean any or all translation (including translation into other human or computer languages), portation, modification, correction, addition, extension, upgrade, update, enhancement, revision, new version, improvement, compilation, abridgement, or other form in which the Institute Technology may be recast, transformed, or adapted, including any products, systems or other items which provide comparable or enhanced functionality whether or not specifically based on or derived from Institute Technology.

“Improvement” shall mean any and all improvements, changes, or modifications in the Institute Technology or the Institute Documentation, or any improvement, change or modification in the mode of using the Institute Technology or the Institute Documentation.

“Terra Work Product” shall mean any and all reports, maps, layouts, matrixes, diagrams, data, analysis, profile modeling, photographs, images, reproductions, simulations, forecasts, studies, interpretations, assessments, plans, determinations, recommendations, and/or reports generated, prepared, assembled, compiled, or otherwise obtained in any way or manner in connection with or related to a service performed by the INSTITUTE for, or on behalf of, TIS, TIC, or TERRA or any of its or their related entities, or requested by TIS, TIC, or TERRA or any of its or their related entities, or any customer introduced by TIS, TIC, or TERRA or any of its or their related entities to the INSTITUTE or by the INSTITUTE to TIS, TIC, or TERRA or any of its or their related entities. The Terra Work Product is and has been at all times the exclusive property of TIS, TIC and/or TERRA. The Terra Work Product is confidential and proprietary property of TIS, TIC and/or TERRA, and are “TIS Confidential Information” and “TIC Confidential Information” as such terms are utilized in the License Agreements.

“Third Party Rights” shall mean all rights or interests to the Institute Technology that are owned by a third party for which the INSTITUTE has licensed or otherwise has rights or interests thereto.

2.     Subject to the terms and conditions of this Agreement, the TIS License Agreement and the TIS Services Agreement shall be hereby terminated, except for any provisions relating to confidential treatment of proprietary information and enforcement thereof which provisions shall survive.

3.     The INSTITUTE represents, warrants and covenants to TIS, TERRA, and TITC that, as of the date of this Agreement and during the relevant license terms of the License Agreements: (a) the INSTITUTE is, and has been, the owner of all worldwide right, title and interest in and to any and all aspects of the Institute Technology, which it licensed to TIS and/or TIC pursuant to the License Agreements; (b) the INSTITUTE is the sole inventor or developer of the Institute Technology; (c) the Institute Technology does not infringe any existing patent, copyright, trademark, service mark, trade name, trade secret, patent, or other intellectual property right of any third person, firm, corporation or other entity; (d) the Institute Technology is free and clear of any and all encumbrances and/or liens of any nature whatsoever; (e) the Institute Technology and the Institute Documentation are secret and have not been published or revealed to anyone; (f) the INSTITUTE is the owner of the Institute Technology with the right and power to enter into this Agreement and the right and power to grant, sell, assign and transfer the Institute

2

Technology; (g) the INSTITUTE’s performance of this Agreement does not conflict with any other agreement to which the INSTITUTE is bound; (h) the INSTITUTE has not sold, granted, assigned or transferred to any third person, firm, corporation or other entity any right, license or privilege related to the Institute Technology and/or the Institute Documentation; (i) the INSTITUTE’s performance of the License Agreements and Services Agreements did not conflict with any other agreement to which the INSTITUTE is or was bound and, while performing the License Agreements and Services Agreements, the INSTITUTE did not knowingly enter into any agreements with third parties that are or were in conflict with License Agreements and Services Agreements or which would impair the ability of the INSTITUTE to perform the License Agreements and Services Agreements; and (j) the INSTITUTE has not filed or caused to be filed applications for letters patent or copyrights or obtained in its name, or caused to be obtained in the name of others, any patents or copyrights in the United States or elsewhere in respect of the Institute Technology and the Institute Documentation, or any process, material or apparatus in any way similar thereto.

4.     TIS hereby acquires, and the INSTITUTE hereby provides, conveys, transfers, and assigns to TIS all Terra Work Product, which the Parties acknowledge is and has been the property of TIS and/or TIC (collectively hereinafter referred to as the “Work Product Rights”), and, in connection with the Terra Work Product, TITC hereby acquires, and the INSTITUTE hereby provides, conveys, transfers, and assigns to TITC all of the Institute Technology related to the Terra Work Product, including all Derivatives and Improvements, and Institute Documentation, as has been utilized in connection with services rendered pursuant to the Services Agreement, and including any and all Third Party Rights to the extent that the INSTITUTE has any rights thereto (collectively hereinafter referred to as the “TITC Rights”) (collectively hereinafter the Work Product Rights and the TITC Rights are referred to as the “Terra Rights”). Upon the execution of this Agreement, other than as specified herein to fulfill its obligations under this Agreement, the INSTITUTE will retain no right or interest to t