ex413.htm


    Exhibit
4.13

     

     

    
      
        
          	 	 	 	
                  10 Orange
      Street,

                
	 	 	 	
                  Haymarket

                
	 	 	 	
                  London WIS
      2FW

                
	 	 	 	
                  T +
      44(0) 20
      33013358

                
	corporate finance
      limited	 	 	
                  F +
      44(0) 20
      7529
      1402

                


        

         

      

       

       

    

    ,

     

    The
Directors

    Geo
Genesis Group Ltd

    Rockefeller
Center

    1230 Ave,
of the Americas, 7th floor
New York, NY 10020

     

    For the
attention of Albert O. Grant II, esq.

     

    April 18,
2008

     

    Dear
Sirs

     

    Engagement
as Corporate Adviser to Geo Genesis Group Ltd ("the Company")

     

    We set
out below the terms on which we are prepared to act as your PLUS corporate
adviser in connection with your listing on the PLUS-quoted market of Plus
Markets plc ("Plus"), ("the Engagement").

     

    Services

     

    As part
of our retainer we will provide advice and assistance on the following
areas:

     

    (a) your
listing on Plus Markets;

    (b) your
continuing obligations in relation to such listing; and (c) the timing, form and
content of any announcements you make;

     

    During
the Period (as defined below), we shall be at liberty to attend (either in
person, by proxy or by way of telephone conference) all meetings of the Board of
Directors and your annual general meeting of shareholders.

     

    We shall
further liaise with Plus Markets plc in relation to your listing as agreed with
you, and in accordance with our obligations to the market and shall keep you
advised in relation to changes in the market that may affect you.

     

    For the
avoidance of doubt our retainer will not cover:

     

    (a) transactions
for which a specific separate engagement will be required; and

    (b) travel
and disbursements, which will be approved by the Company in
advance.

     

    Fees
and Expenses

     

    We shall
charge you an initial PLUS Corporate Adviser annual fee of 020,000 which will be
payable quarterly in advance from the date of Admission. The annual fee will be
subject to review after three months from the date of this engagement letter.
Should our engagement extend beyond the Period, this will be covered by a
separate engagement letter.

     

    Timing
for payment of fees shall be of the essence.

     

     

    Registered
Office : Vaughan Chambers, Vaughan Road, Harpenden, Hefts AL5 4EE

    Registered
in England & Wales: No. 03672149

     

    
      
        
           


        

        
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    All the
fees referred to in this Engagement Leiter are quoted exclusive of Value Added
Tax and any expenses involved in carrying out the Engagement which may include
but not be limited to travel expenses, which will be added and payable where
appropriate.

     

    Duration

     

    Our
appointment as the Company's PLUS Corporate Adviser will be for an initial term
of 12 months with effect from 8 April 2008, being the data of admission of your
securities to trading on PLUS (the "Period"), and thereafter shall be terminable
on not less than 3 months' written notice by either party or such shorter notice
period as agreed between the parties.

     

    Standard
Terms and Conditions

     

    Our
appointment is subject to the attached standard terms and conditions ("the
Standard Terms and Conditions"), which form part of the Agreement contained in
this letter and words and expressions defined in this Agreement shall (except
where the context otherwise requires) have the same meanings as such words and
expressions set out therein. In the event of conflict between the provisions of
this Agreement and the Standard Terms and Conditions, the former shall apply to
the exclusion of the latter.

     

    Notice
of Treatment as a Retail Client

     

    A large
undertaking which meets two of the following three size requirements on a
company basis falls into the category of a Professional Client:

     

    · Balance
sheet total of €20 million

    · Net
turnover of €40 million

    · Own funds
of €2 million

     

    Any
clients who do not meet the above criteria fall into the category of Retail
Client.

     

    On the
basis of the information you have given us, we understand that you do not meet
the above criteria and we have therefore categorised you as a Retail
Client.

     

    Please
note that you have the right to be classed as a professional client (you could
then he called an "elective" professional client), although we also have the
right to turn your request down.

     

    You might
do this if you considered that you have the necessary experience, knowledge and
expertise to make your own decisions regarding a transaction, including being
able to properly assess the risks inherent in the transaction,

     

    A request
to change from a retail to a professional categorisation reduces the regulatory
protection afforded you. If you wished to make the change, we will set out the
regulatory protections available to you.

     

    This
option (to change your categorisation) is also open to us, and we may class you
in this category, on a case specific basis, if your knowledge and experience
warrants it.

     

     

     

    
      Registered
Office : Vaughan Chambers, Vaughan Road, Harpenden, Hefts AL5 4EE

      Registered
in England & Wales: No. 03672149

    

     

    
      
        
        

      

      
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    General

     

    For the
avoidance of doubt, we will rely on the Board of Directors' commercial
assessment as to whether the Company should proceed with a transaction or as to
how a situation should be dealt with when we provide advice on any transaction
or situation being addressed at any time.

     

    While we
continue to act as your PLUS Corporate Adviser, you agree not to release any
announcements without our
prior written consent. Further, you will forward to us all management
accounts, accounts and board papers as soon as practicable.

     

    We
undertake to keep all information you
provide to us strictly confidential, unless we are required by law or regulation
to release such information.

     

    If this
letter accurately reflects the understanding between the Company and us, we
would ask for your confirmation by signing and returning the enclosed
copy.

     

    Yours
faithfully

     

     

    John Bridges

    Director

    For and
on behalf of Orange Corporate Finance Ltd

     

    
       

    

    Agreed
and accepted for an on behalf of Geo Genesis Group, Ltd

     

    By

    Date:
May 15, 2008

              

    Director

     

     

     

     

    
      Registered
Office : Vaughan Chambers, Vaughan Road, Harpenden, Hefts AL5 4EE

      Registered
in England & Wales: No. 03672149

    

     

     

     

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