**Exhibit 10.4****GEOGLOBAL RESOURCES INC.****REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (this “Agreement”) is made and entered into as of the8th day of September 2005 between GeoGlobal Resources Inc., a Delaware corporation (the“Company”), and Jones, Gable & Company Limited (the “Agent”).**Recitals**     WHEREAS, the Company proposes to issue to the Subscribers (as defined herein) units comprisedof common shares of the Company (“Common Shares”) and warrants entitling the Subscribers tosubscribe for common shares of the Company (“Warrant Shares”) pursuant to subscription agreementsas described in the Agency Agreement, dated September 8, 2005, between the Company and the Agent(the “Agency Agreement”);     WHEREAS, the Company proposes to issue to the Agent compensation options exercisable for unitscomprised of common shares of the Company (“Compensation Shares”) and warrants entitling the Agentto subscribe for common shares of the Company (“Compensation Warrant Shares”) pursuant to theAgency Agreement;     WHEREAS, pursuant to the Agency Agreement, the Company has agreed to effect the registrationof the Common Shares, Warrant Shares, Compensation Shares and Compensation Warrant Shares on theterms and subject to the conditions set forth therein and herein;     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuableconsideration, the parties hereby agree as follows:**1. REGISTRATION RIGHTS.**          **1.1 Certain Definitions.**As used in this Agreement, the following terms shall have themeanings set forth below:               (a) “Closing” shall mean the closing of the initial sale of the Registrable Securities;               (b) “Commission” shall mean the Securities and Exchange Commission or any other federal agencyat the time administering the Securities Act;               (c) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended;
 

 
               (d) “Holder” shall mean any holder of Registrable Securities and any holder of RegistrableSecurities to whom the registration rights conferred by this Agreement have been transferred incompliance with Section 1.8 hereof.               (e) “Registrable Securities” shall mean the (i) Common Shares, (ii) Warrant Shares, (iii)Compensation Shares, (iv) Compensation Warrant Shares, and (v) any common shares of the Companyissued as a dividend or other distribution with respect to or in exchange for or in replacement ofthe shares referenced in (i), (ii), (iii) and (iv) above, provided, however, that RegistrableSecurities shall not include (a) any common shares of the Company which have previously beenregistered or which have been sold to the public either pursuant to a registered public offering orRule 144, or (b) common shares of the Company held by a Holder that may immediately be sold underRule 144 during any 90-day period and including Rule 144(k).               (f) The terms “register,” “registered” and “registration” shall refer to a registrationeffected by preparing and filing the Registration Statement, and the declaration or ordering of theeffectiveness of such registration statement.               (g) “Registration Expenses” shall mean all expenses incurred in effecting any registrationpursuant to this Agreement, including, without limitation, all registration, qualification, andfiling fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company,blue sky fees and expenses, fees and disbursements of counsel for the Holders (which shall notexceed US$10,000) and expenses of any regular or special audits incident to or required by any suchregistration, but shall not include Selling Expenses, and the compensation of regular employees ofthe Company, which shall be paid in any event by the Company.               (h) “Registration Statement” shall mean the registration statement filed pursuant to theSecurities Act relating to the resale of the Registrable Securities by the Holders, and allamendments and supplements to such Registration Statement, including pre- and post-effectiveamendments.               (i) “Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act,as such Rule may be amended from time to time, or any similar successor rule that may bepromulgated by the Commission.               (j) “Securities Act” shall mean the Securities Act of 1933, as amended.               (k) “Selling Expenses” shall mean all underwriting discounts, selling commissions and stocktransfer taxes applicable to the sale of Registrable Securities.               (l) “Subscribers” means the persons buying Registrable Securities pursuant to subscriptionagreements in the form agreed upon by the Agent and the Company.
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          **1.2 Registration**               (a) The Company covenants to prepare and file with the Commission, as promptly as practicablefollowing the Closing and in any event within 60 days after the Closing, a Registration Statementfor an offering to be made on a continuous shelf basis following the date of effectiveness coveringthe resale of the Registrable Securities by the Holders. The Registration Statement shall be onForm S-3 under the Securities Act or another appropriate form selected by the Company permittingregistration of the resale of the Registrable Securities by the Holders from time to time. TheCompany shall use its reasonable best efforts to cause the Registration Statement to becomeeffective pursuant to the Securities Act within 90 days after the Closing.               (b) The Registration Statement shall not be deemed to have become effective under theSecurities Act (i) unless it has been filed and has been declared effective under the SecuritiesAct by the Commission and remains effective pursuant to the Securities Act with respect to thedisposition of all Registrable Securities on a continuous shelf basis until all such RegistrableSecurities are sold or cease to be Registrable Securities, or (ii) if the offering of theRegistrable Securities pursuant to such Registration Statement is interfered with by any stoporder, cease trade order, injunction or other order or requirement of the Commission or any othergovernmental agency, court or stock exchange.          **1.3 Expenses of Registration.**The Company shall pay all Registration Expenses whether or notsuch registration shall become effective.          **1.4 Registration Procedures.**In the case of the registration effected by the Company pursuantto this Agreement, the Company will keep each Holder advised in writing as to the initiation ofsuch registration and as to the completion thereof. At its expense, the Company will use its bestefforts to:               (a) Keep such registration effective until all such Registrable Securities are sold or ceaseto be Registrable Securities;               (b) Prepare and file with the Commission such amendments and supplements to such RegistrationStatement and the prospectus used in connection with such registration statement as may benecessary to comply with the provisions of the Securities Act with respect to the disposition ofall Registrable Securities covered by such Registration Statement;               (c) Furnish such number of prospectuses and other documents incident thereto, including anyamendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;               (d) Notify each seller of Registrable Securities covered by such Registration Statement at anytime when a prospectus relating thereto is required to be delivered under the Securities Act of thehappening of any event as a result of which the prospectus included in such registration statement,as then in effect, (i) no longer meets the requirements of Section 10(a)(3) of the Securities Act,or (ii) includes an untrue
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statement of a material fact or omits to state a material fact requiredto be stated therein or necessary to make the statements therein not misleading or incomplete inthe light of the circumstances then existing, and that offers and sales of Registrable Securitiesin reliance on the prospectus included in the Registration Statement must cease. At the request ofany such seller, the Corporation shall prepare and furnish to such seller a reasonable number ofcopies of a supplement to or an amendment of such prospectus as may be necessary so that, asthereafter delivered to the purchasers of such shares, such prospectus used shall meet therequirements of Section 10(a)(3) of the Securities Act, or not include an untrue statement of amaterial fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein not misleading or incomplete in the light of the circumstances thenexisting;               (e) Cause all such Registrable Securities registered pursuant hereunder to be listed on eachsecurities exchange on which similar securities issued by the Company are then listed;               (f) Use its best efforts to obtain all other approvals, consents, exemptions, orauthorizations from such governmental agencies or authorities as may be necessary to enable theHolders to consummate the disposition of the Registrable Securities;               (g) Provide a transfer agent and registrar for all Registrable Securities registered pursuantto the Registration Statement and a CUSIP number for all such Registrable Securities, in each casenot later than the effective date of such registration;               (h) Otherwise use its best efforts to comply with all applicable rules and regulations of theCommission, and make available to its security holders, as soon as reasonably practicable, anearnings statement covering the period of at least 12 months, but not more than 18 months,beginning with the first month after the effective date of the Registration Statement, whichearnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;               (i) Subject to compliance with the requirements of the Securities Act, cooperate with theHolders to facilitate the timely preparation and delivery of certificates not bearing anyrestrictive legends representing the Registrable Securities sold pursuant to the RegistrationStatement, and cause such Registrable Securities to be issued in such denominations and registeredin such names in accordance with instructions of the Holders that are provided to the Company;               (j) In connection with any underwritten offering pursuant to a registration statement filedpursuant to Section 1 hereof, the Company will enter into an underwriting agreement with an underwriter selected and retained by the sellingsecurityholders, and reasonably acceptable to the Company in its discretion, in form reasonablynecessary to effect the offer and sale of common shares, provided such underwriting agreementcontains reasonable and customary provisions; and
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               (k) Furnish, on the date that such Registrable Securities are delivered to the underwritersfor sale, if such securities are being sold through underwriters or, if such securities are notbeing sold through underwriters, on the date that the Registration Statement becomes effective, (i)an opinion, dated as of such date, of the counsel representing the Company for the purposes of suchregistration, in form and substance as is customarily given to underwriters in a underwrittenpublic offering and (ii) a letter, dated as of such date, from the independent certified publicaccountants of the Company, in form and substance as is customarily given by the Company’sindependent registered public accountants to underwriters in an underwritten public offering,addressed to the underwriters, if any, and if permitted by applicable accounting standards, to theHolders participating in such registration.          **1.5 Indemnification.**               (a) The Company will indemnify each Holder, each of its officers, directors and partners,legal counsel, and accountants and each person controlling such Holder within the meaning ofSection 15 of the Securities Act, with respect to which registration, qualification, or compliancehas been effected pursuant to this Agreement, and each underwriter, if any, and each person whocontrols within the meaning of Section 15 of the Securities Act any underwriter, against allexpenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements inrespect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of amaterial fact contained in any prospectus or other document (including any related registrationstatement, notification, or the like) incident to any such registration, qualification, orcompliance, or based on any omission (or alleged omission) to state therein a material factrequired to be stated therein or necessary to make the statements therein not misleading, or anyviolation by the Company of the Securities Act or any rule or regulation thereunder applicable tothe Company and relating to action or inaction required of the Company in connection with any suchregistration, qualification, or compliance, and will reimburse each such Holder, each of itsofficers, directors, partners, legal counsel, and accountants and each person controlling suchHolder, each such underwriter, and each person who controls any such underwriter, for any legal andany other expenses reasonably incurred in connection with investigating and defending or settlingany such claim, loss, damage, liability, or action, provided that the Company will not be liable inany such case to the extent that any such claim, loss, damage, liability, or expense arises out ofor is based on any untrue statement or omission based upon written information furnished to theCompany by such Holder or underwriter and stated to be specifically for use therein. It is agreedthat the indemnity agreement contained in this Section 1.5 shall not apply to amounts paid insettlement of any such loss, claim, damage, liability, or action if such settlement is effectedwithout the consent of the Company (which consent shall not be unreasonably withheld).               (b) Each Holder will, if Registrable Securities held by such Holder are included in thesecurities as to which such registration, qualification, or compliance is being effected, indemnifythe Company, each of its directors, officers, partners, legal counsel, and accountants and eachunderwriter, if any, of the Company’s securities covered by such a registration statement, eachperson who controls the
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Company or such underwriter within the meaning of Section 15 of theSecurities Act, each other such Holder, and each of their officers, directors, and partners, andeach person controlling such Holder, against all claims, losses, damages and liabilities (oractions in respect thereof) arising out of or based on any untrue statement (or alleged untruestatement) of a material fact contained in any such registration statement, prospectus, or otherdocument, or any omission (or alleged omission) to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading, and will reimburse theCompany and such Holders, directors, officers, partners, legal counsel, and accountants, persons,underwriters, or control persons for any legal or any other expenses reasonably incurred inconnection with investigating or defending any such claim, loss, damage, liability, or action, ineach case to the extent, but only to the extent, that such untrue statement (or alleged untruestatement) or omission (or alleged omission) is made in such registration statement, prospectus orother document in reliance upon and in conformity with written information furnished to the Companyby such Holder and stated to be specifically for use therein provided, however, that theobligations of such Holder hereunder shall not apply to amounts paid in settlement of any suchclaims, losses, damages, or liabilities (or actions in respect thereof) if such settlement iseffected without the consent of such Holder (which consent shall not be unreasonably withheld); andprovided that in no event shall any indemnity under this Section 1.5 exceed the gross proceeds fromthe offering received by such Holder.               (c) Each party entitled to indemnification under this Section 1.5 (the “Indemnified Party”)shall give notice to the party required to provide indemnification (the “Indemnifying Party”)promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity maybe sought, and shall permit the Indemnifying Party to assume the defense of such claim or anylitigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conductthe defense of such claim or any litigation resulting therefrom, shall be approved by theIndemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Partymay participate in such defense at such party’s expense, and provided further that the failure ofany Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party ofits obligations under this Section 1.5, to the extent such failure is not prejudicial. NoIndemnifying Party, in the defense of any such claim or litigation, shall, except with the consentof each Indemnified Party, consent to entry of any judgment or enter into any settlement that doesnot include as an unconditional term thereof the giving by the claimant or plaintiff to suchIndemnified Party of a release from all liability in respect to such claim or litigation. EachIndemnified Party shall furnish such information regarding itself or the claim in question as anIndemnifying Party may reasonably request in writing and as shall be reasonably required inconnection with defense of such claim and litigation resulting therefrom.               (d) If the indemnification provided for in this Section 1.5 is held by a court of competentjurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim,damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying suchIndemnified Party hereunder, shall contribute to the amount paid or payable by such IndemnifiedParty as a result of such
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loss, liability, claim, damage, or expense in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party on the one hand and of theIndemnified Party on the other in connection with the statements or omissions that resulted in suchloss, liability, claim, damage, or expense as well as any other relevant equitable considerations.The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined byreference to, among other things, whether the untrue or alleged untrue statement of a material factor the omission to state a material fact relates to information supplied by the Indemnifying Partyor by the Indemnified Party and the parties’ relative intent, knowledge, access to information, andopportunity to correct or prevent such statement or omission.               (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification andcontribution contained in the underwriting agreement entered into in connection with theunderwritten public offering are in conflict with the foregoing provisions, the provisions in theunderwriting agreement shall control.          **1.6 Information by Holder.**Each Holder shall furnish to the Company such informationregarding such Holder and the distribution proposed by such Holder as the Company may reasonablyrequest in writing and as shall be reasonably required in connection with any registration,qualification, or compliance referred to in this Agreement.          **1.7 Rule 144 Reporting.**With a view to making available the benefits of certain rules andregulations of the Commission that may permit the sale of the Registrable Securities to the publicwithout registration, the Company agrees to use its best efforts to:               (a) File with the Commission in a timely manner all reports and other documents required ofthe Company under the Securities Act and the Exchange Act at any time it is subject to suchreporting requirements;               (b) So long as a Holder owns any Registrable Securities, furnish to the Holder forthwith uponwritten request a written statement by the Company as to its compliance with the reportingrequirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recentannual or quarterly report of the Company, and such other reports and documents so filed as aHolder may reasonably request in availing itself of any rule or regulation of the Commissionallowing a Holder to sell any such securities without registration.          **1.8 Transfer or Assignment of Registration Rights.**The registration rights granted to aHolder by the Company under this Agreement may be transferred or assigned by a Holder provided thatthe Company is given written notice at the time of or within a reasonable time after said transferor assignment, stating the name and address of the transferee or assignee and identifying theRegistrable Securities being transferred or assigned. Such transferees (other than transfereesthat acquire the Registrable Securities
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in a registered public offering or pursuant to a sale underRule 144) shall automatically be entitled to receive the benefits of and be conclusively deemed tohave agreed to be bound by the terms and provisions of this Agreement as if it were a party hereto,and shall be deemed to be Holders under this Agreement.          **1.9 Delay of Registration.**No Holder shall have any right to take any action to restrain,enjoin, or otherwise delay any registration as the result of any controversy that might arise withrespect to the interpretation or implementation of this Section 1.**2. COVENANTS OF THE COMPANY.**     The Company hereby covenants and agrees, so long as any Holder owns any RegistrableSecurities, as follows:          **2.1 Maintain Listing.**The Company covenants that, once it has registered the RegistrableSecurities under the Securities Act, it shall use its reasonable best efforts to maintain thelisting of such securities on each stock exchange or quotation system on which such securities arelisted or quoted.**3. MISCELLANEOUS.**          **3.1 Governing Law.**This Agreement shall be governed in all respects by the laws of the Stateof New York.          **3.2 Third Party Beneficiaries**Each Holder other than the Agent shall be a beneficiary of thisAgreement and entitled to all of the rights and benefits of this Agreement as if such Holder was aparty and signatory to this Agreement and shall, for all purposes, be deemed a Holder under thisAgreement. If the Company shall so request, each Holder other than the Agent shall agree inwriting to be subject to all of the terms hereof.          **3.3 Successors and Assigns.**Except as otherwise expressly provided herein, the provisionshereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,executors and administrators of the parties hereto.          **3.4 Entire Agreement; Amendment; Waiver.**This Agreement (including the Exhibits hereto)constitutes the full and entire understanding and agreement between the parties with regard to thesubjects hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged orterminated, except by a written instrument signed by the Company and the holders of at least 50% ofthe Registrable Securities and any such amendment, waiver, discharge or termination shall bebinding on all the Holders, but in no event shall the obligation of any Holder hereunder bematerially increased, except upon the written consent of such Holder. This Agreement may beamended to add additional stockholders as parties hereto with the consent of the Company only.
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          **3.5 Notices, etc.**All notices and other communications required of permitted hereunder shallbe in writing and shall be mailed by United States first-class mail, postage prepaid, sent byfacsimile or delivered personally by hand or nationally recognized courier addressed (a) if to aHolder, as indicated on the list of Holders attached hereto as Exhibit A, or at such other addressor facsimile number as such holder or permitted assignee shall have furnished to the Company inwriting, or (b) if to the Company, at such address or facsimile number as the Company shall havefurnished to each Holder in writing. All such notices and other written communications shall beeffective on the date of mailing, confirmed facsimile transfer or delivery.          **3.6 Delays or Omissions.**No delay or omission to exercise any right, power or remedy accruingto any Holder, upon any breach or default of the Company under this Agreement shall impair any suchright, power or remedy of such Holder nor shall it be construed to be a waiver of any such breachor default, or an acquiescence therein, or of or in any similar breach or default thereafteroccurring; nor shall any waiver of any single breach or default be deemed a waiver of any otherbreach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of anykind or character on the part of any Holder of any breach or default under this Agreement or anywaiver on the part of any Holder of any provisions or conditions of this Agreement must be made inwriting and shall be effective only to the extent specifically set forth in such writing. Allremedies, either under this Agreement or by law or otherwise afforded to any Holder, shall becumulative and not alternative.          **3.7 Rights; Separability.**Unless otherwise expressly provided herein, a Holder’s rights hereunder are several rights,not rights jointly held with any of the other Holders. In case any provision of the Agreement shallbe invalid, illegal or unenforceable, the validity, legality and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby.          **3.8 Information Confidential.**Each Holder acknowledges that the information received by thempursuant hereto may be confidential and for its use only, and it will not use such confidentialinformation in violation of the Exchange Act or reproduce, disclose or disseminate such informationto any other person (other than its employees or agents having a need to know the contents of suchinformation, and its attorneys), except in connection with the exercise of rights under thisAgreement, unless the Company has made such information available to the public generally or suchHolder is required to disclose such information by a governmental body.          **3.9 Titles and Subtitles.**The titles of the paragraphs and subparagraphs of this Agreementare for convenience of reference only and are not to be considered in construing or interpretingthis Agreement.          **3.10 Counterparts.**This Agreement may be executed in any number of counterparts, each ofwhich shall be an original, but all of which together shall constitute one instrument.
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               IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreementeffective as of the day and year first above written.       **GEOGLOBAL RESOURCES INC.**  By:              Title:            **JONES, GABLE & COMPANYLIMITED**       By:              Title:     
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**EXHIBIT A****List of Holders**
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