ex43.htm


    Exhibit
4.3

     

    
 

    
      


       

      EMPLOYMENT
AGREEMENT

       

       

      THIS
EMPOYMENT AGREEMENT, entered into as of
October 7, 2007,
by and between:

       

      
        
          	
                  A.  

                	
                  the
      Company styled "GEO
      GENESIS
      GROUP, LTD." of
      Majuro,
      Republic of the Marshall Islands (hereinafter referred to as
      "PRINCIPAL"),
      duly
      represented hereto by its authorized Director
      ALBERT
      O. GRANT
      II, pursuant to corporate Resolutions adopted on
      an Extraordinary Meeting of its Board of Directors held on
      .7. October
      2007, and

                


        

        
          	
                  B.  

                	
                  Mr.
      PHILIP ROGER HOWARD CONNOR III, 610 Park Avenue, Apt 10E, New York,
      NY 10021, USA, (hereinafter referred to as
    "EMPLOYEE')

                


        

         

      

      NOW THEREFORE, in consideration of
the
covenants herein contained, the parties agree as
follows:

       

      
        	
                1.  

              	
                PRINCIPAL offers
      to EMPLOYEE the
      position of Executive
      Director
      of the PRINCIPAL,
      fur a term
      of five
      (5) years.

              


      

      
        	
                2.  

              	
                The
      IMPLOYEE
      will conduct the
      management of the PRINCIPAL
      on a
      global
      basis and
      will execute
      the
      PRINCIPAL's
      global business strategy as
      set forth by the Board of Directors of the
      PRINCIPAL and the
      original business plan.

              


      

      
        	
                3.  

              	
                The
      PRINCIPAL will pay to the EMPLOYEE the amount
      of fifteen thousand USDollars (US$
      15.000) on a monthly basis an
      remuneration fur
      services rendered.

              


      

      
        	
                4.  

              	
                As a
      further consideration for the position of Executive Director, the
      EMPLOYEE will
      receive a Cash
      Bonus of 10%
      of
      the PRINCIPAL's consolidated
      net profit first
      yrar divided equally amongst all Executive Directors
      of the PRINCIPAL

              


      

      
        	
                5.  

              	
                The
      EMPLOYEE has the right to be allocated between
      45% to 60% of
      Pounders shares from the
      PRINCIPAL'S
      related transactional clients/star up companies, above allocation
      divided squally
      amongst
      all Executive Directors of the
PRINCIPAL.

              


      

      
        	
                6.  

              	
                The
      EMPLOYEE will be entitled to spend up to seventy
      five thousand USD011ars
      (US$ 75.000) for
      Travel and Entertainment expenses, subject to original receipts
      related to the PRINCIPAL's business
      only. All
      the Executive Directors of the PRINCIPAL shall have the
      responsibility to unanimously approve requests
      for
      all
      expenses/disbursements
      exceeding five thousand
      USDallans (US$ s.000).

              
	7.  	The
      monthly cash remuneration and the aforementioned
      level of expenses paid,
      will
      become
      effective upon the conclusion of a capital raise of Two Million
      USDoliars (US$ 2.000.000) or
      the liquidation of certain private equity holdings equaling the
      aforesaid amount, whichever event comes first, all above by the PRINCIPAL,
      therefore
      above events constitute a Condition Precedent for the validity and
      effectively of the present Employment Aweement otherwise if
      above will not occur, the present Employment Agreement
      will become null and void with no further consequences for
      the
      parties
      hereto


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

       

      
        	
                 
      8.  

              	
                Unless the
      parties othenvise notify each other in writing of changes of
      address, all
      notices herein shall be deemed served if hand delivered or sent by fax or
      express courier or registered mail to PRINCIPAL
      and EMPLOYEE at
      their respective addresses herein
      below;

              


      

       

      
        	
                 
      9.  

              	
                Even
      though the word "employee" is used, compensation is to be in the form of
      independent contractor status and the ampler/et is NOT subject to any
      payroll
      tax deductions or requirements in any
  jurisdiction.

              


      

       

       

      
        
          	
                  PRINCIPAL

                	
                  EMPLOYEE

                	 
      	 
      
	
                  GEO
      GENESIS GROUP. LTD-

                	
                  ROGER
      BENDELAC

                	 
      	 
      
	 
      	
                  In
      610 Perk Avenue,

                	 
      	 
      
	 
      	
                  Apt 10E Now York
      -

                	 
      	 
      
	 
      	
                  NY
      20021 USA

                	 
      	 
      
	
                  Phone
      : (

                	
                  Phone
      :

                	 
      	 
      
	
                  Fax
      :

                	
                  Fax
      :

                	 
      	 
      


        

         

        IN WITNESS WHEREOF the parties
have executed this EMPLOYMENT AGREEMENT as of the day and year first above
written.

         

        
          	
                  PRINCIPAL

                	
                  EMPLOYEE

                	 
      	 
      
	
                  GEO
      GENESIS GROUP. LTD-

                	
                  ROGER
      BENDELAC

                	 
      	 
      


        

         

         

        
          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                		 
      
	 
      	 
      	
                  ALBERT
      O. GRANT II

                	 
      
	 
      	 
      	
                  Vice-President/Treiusure/
      Director

                	 
      
	 
      	 
      	
                  Authorised
      Attorney