Unassociated Document


    Exhibit
4.6

     

     

    
      Geo
Genesis Group, Limited

      Trust
Company Complex

      Ajeltake
Road

      Ajeltake
Island

      Majuro

      MH
96960

      Marshall
Islands

      


      (Incorporated
in the Marshall Islands under

      the
Business Corporations Act with registered number No. 23087 )

      


      


      Ian
Davison

      9
Percival Court

      Windmill
Lane

      Waltham
Cross

      Herts

      EN8
9AG

      


      28
February 2008

      


      Dear
Ian

       

      Non-Executive
Appointment

       

      I am
writing to set out the terms of your appointment as a non-executive director of
Geo Genesis Group, Limited (the “Company”). It is agreed that this is a contract
for services and is not a contract of employment.

       

      Appointment

       

      Your
appointment will be as a non-executive director of the Company in accordance
with the By-Laws of the Company, as amended from time to time.  In
particular, your appointment will be subject to the provisions of the By-Laws
that relate to the vacation of office.  Your appointment will commence
on 17 December 2007.  Your appointment will continue for a period of
twelve months from the date of admission of the shares and warrants of the
Company to trading (“Admission”) on the PLUS Market of PLUS Markets plc
(“Initial Period”), subject to any early termination provisions. Continuation of
your appointment is contingent on satisfactory performance and re-election at
forthcoming general meetings of the Company.  In addition, the
appointment may be terminated by you or the Company upon three months written
notice.

       

      Time
commitment

       

      It is
anticipated that your overall time commitment as a non-executive director would
not require on average more than two working days per month.  This
will include attendance at all board, committee and general
meetings.  It is expected that the board will meet
quarterly.  You will be expected to devote appropriate preparation
time ahead of each meeting.  The review of documentation and
attendance at the meetings in connection with such activity would be covered by
the fee mentioned below.

       

      By
accepting this appointment, you confirm that you are able to allocate sufficient
time to meet the expectations of your role.  The agreement of the
Chairman should be sought before accepting additional commitments that might
affect the time you are able to devote to your role as a non-executive director
of the Company.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

       

      Role

       

      Non-executive
directors have the same general legal responsibilities to the Company as any
other director.  The Board as a whole is collectively responsible for
promoting the success of the Company by directing and supervising the Company’s
affairs.  The Board:

       

      
        	
                ·  

              	
                provides
      entrepreneurial leadership of the Company within a framework of prudent
      and effective controls which enables risk to be assessed and
      managed;

              


      

       

      
        	
                ·  

              	
                sets
      the Company’s strategic aims, ensures that the necessary financial and
      human resources are in place for the Company to meet its objectives and
      reviews management performance; and

              


      

       

      
        	
                ·  

              	
                sets
      the Company’s values and standards and ensures that its obligations to its
      shareholders and others are understood and
met.

              


      

       

      In
addition to these requirements of all directors, the role of the non-executive
has the following key elements:

       

      
        	
                ·  

              	
                Strategy:  Non-executive
      directors should constructively challenge and contribute to the
      development of strategy;

              


      

       

      
        	
                ·  

              	
                Performance:  Non-executive
      directors should scrutinise the performance of management in meeting
      agreed goals and objectives and monitor the reporting of
      performance;

              


      

       

      
        	
                ·  

              	
                Risk:  Non-executive
      directors should satisfy themselves that financial information is accurate
      and that financial controls and systems of risk management are robust and
      defensible; and

              


      

       

      
        	
                ·  

              	
                People:  Non-executive
      directors are responsible for determining appropriate levels of
      remuneration of executive directors and have a prime role in appointing,
      and where necessary removing, senior management and in succession
      planning.

              


      

       

      Fees and
Expenses

       

      You will
be paid a fee of US$2,000 gross per month, payable in arrears, with the first
payment to be paid on the earlier to occur of 10 February 2008 or 30 days
following Admission and will be subject to an annual review by the Board. The
Company will reimburse you for all reasonable and properly documented expenses
you incur in performing the duties of your office.

       

      Outside
interests

       

      It is
accepted and acknowledged that you have business interests other than those of
the Company and have declared any conflicts that are apparent at
present.  In the event that you become aware of any potential
conflicts of interest, these should be disclosed to the Chief Executive and
Company Secretary as soon as apparent.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      Confidentiality

       

      All
information acquired during your appointment is confidential to the Company and
should not be released, either during your appointment or following termination
(by whatever means), to third parties without prior clearance from the
Chairman.

       

      Your
attention is also drawn to the requirements under both legislation and
regulation as to the disclosure of price sensitive
information.  Consequently you should avoid making any statements that
might risk a breach of these requirements save where authorised by the
Board  to do so.

       

      Review
process

       

      The
performance of individual directors and the whole Board and its committees is
evaluated annually.  If, in the interim, there are any matters which
cause you concern about your role you should discuss them with the Chairman as
soon as is appropriate.

       

      Independent professional
advice

       

      Occasions
may arise when you consider that you need professional advice in the furtherance
of your duties as a director.  Circumstances may occur when it will be
appropriate for you to seek advice from independent advisors at the Company’s
expense.  The Company will reimburse the full cost of expenditure
incurred in accordance with its policy.

       

      Special
Projects

       

      There may
also be occasions when you are required to devote exceptional amounts of time to
the Company’s affairs, for instance undertaking specific projects for
it.  In such cases, the Company will pay you such additional fees as
may be approved by the Board and agreed with you.

       

      Dealings in the Company’s
Shares and/or Warrants

       

      The
Company is required to ensure that all dealings in its shares and/or warrants by
its Directors (a member of his or her family or connected person, as such terms
are defined in the PLUS Rules for Issuers and relevant employees are made in
accordance with the PLUS Rules for Issuers.  You will be subject to
the Company’s Share Dealing Code as adopted by the Board from time to
time.  A copy of the Code will be supplied to you by the Company
Secretary.

       

      Entire
Agreement

       

      This
agreement constitutes the whole agreement between the parties and supersedes all
previous agreements between the parties relating to its subject matter. Each
party acknowledges that, in entering into this agreement, it has not relied on,
and shall have no right or remedy in respect of, any statement, representation,
assurance or warranty (whether oral or in written form, made negligently or
innocently) other than as expressly set out in this agreement.

       

      Please
let me know if you have any questions about any of the matters raised in this
letter. In any event, I should be grateful if you would return to me the
enclosed copy signed to acknowledge receipt and acceptance of the arrangements
set out here.

       

       

      Yours
sincerely

      
 

      Roger
Bendelac

      Geo
Genesis Group, Limited

       

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                   

                	 	 
	      
                  I
      accept the appointment on the terms set out above.

                	 	      
                  Ian
      Davison

                	 


        

      

       

      
 

       

       

       

      3