ex49.htm


    Exhibit
4.9

     

    
       

      
        	 	 	 	10 Orange
    Street,
	 	 	 	Haymarket 
	 	 	 	London WC2H
  DQ
	corporate finance
      limited	 	 	
                T
      + 44(0) 20 7312
      6530

              
	 	 	 	
                F + 44(0) 20
      7976
      2472

              


      

       

       

      
      

      
      

      The
Directors

      Geo
Genesis Group Ltd

       

      Rockefeller
Center

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

       

      For
the attention of Albert 0. Grant II, esq. October 8, 2007

       

      Dear
Sirs

       

      Geo
Genesis Group Ltd ("Company") proposed admission of the

      Company's
shares to trading on Pius Markets ("Admission")

       

      We are
pleased to confirm that we are able to act for your Company in respect of the
Admission.

       

      We have
pleasure in detailing the terms of business on which we will act as your
corporate financial adviser in relation to the proposals set out in paragraph
1.1 below ("the Proposals") and generally. By signing a copy of this letter you
agree to appoint Orange Corporate Finance Ltd ("Orange") as your financial
adviser for this transaction on and subject to the terms and conditions set out
in this letter. These terms take affect when you signify your acceptance of
these terms by signing both copies of this letter and returning one to us
together with Appendix One — Notice of Treatment as an Intermediate
Customer.

       

      The
Director responsible for this transaction is John Bridges.

       

      1
Service to be provided

       

      The
Services of Orange will include advice and services as financial adviser in
connection with:

       

      
        	
                a)  

              	
                preparing
      an application to Plus Markets for a share trading
    facility.

              
	 	 
	b) 	preparing
      a Placing document that will be approved and issued by the
    Company.
	 	 
	c) 	advising
      on the structure of the proposed transaction.
	 	 
	d) 	
                undertaking
      such other services as may be required in connection with the
      Proposals.

              
	 	 
	e) 	liaising
      with the Company's other professional
advisers.



       

      Orange
does not offer any guarantee of success and the Placing will not be
underwritten.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                  b) 

                	The
      Company shall reimburse to Orange the amount of any costs or expenses
      which Orange may have paid on the Company's
behalf;



         

      

      
      

      3. Information

       

      The
Company undertakes that it will promptly provide or procure the provision to
Orange of all information concerning (a) the Company's business and affairs
which is or could reasonably be expected to be relevant to Orange for the proper
provision of its services under the Agreement, (b) all material information and
developments in relation to any transaction and (c) all such further information
as Orange may reasonably request including information on (i) anything that
affects or may affect the Company's business affairs; (ii) (if relevant)
anything which, once published, could reasonably be expected to affect the
market (if any) in any of the Company's securities; and (iii) the identities of
all persons (other than Orange

       

      Where the
Company supplies information or documentation to Orange, whether for publication
to third parties or for use by Orange in the context of any matter connected
with the Agreement, Orange may rely entirely upon such information without
assuming any responsibility for independent investigation or verification
thereof. The Company warrants and undertakes that such information or
documentation when taken as a whole and each statement of fact therein will be
true, fair and accurate and not misleading, that statements of opinion,
intention or expectation therein will be honestly held and fairly based and that
there will be no facts not disclosed therein which by their omission make any
statement therein misleading. The Company undertakes that if anything occurs
within a reasonable time thereafter to render any such statement untrue, unfair
or misleading, the Company will promptly notify Orange.

       

      The
Company warrants and undertakes that all information and materials which the
Company or the Company's advisers supply at any time to Orange will belong to
the Company and will be the property of the Company and will be properly in the
Company's possession and/or all consents and/or licences required prior to the
disclosure and delivery of such information or materials will have been properly
obtained by the Company.

       

      4. Use
of Material

       

      Any
reports or papers produced by or on behalf of Orange for the Company, in draft
and/or final form, will be for the Company's exclusive use and not for
distribution to other persons unless otherwise agreed by Orange in writing. All
correspondence and papers in Orange' possession or control relating to the
Agreement shall be Orange's sole property, save fbr share certificates or other
original documents which are held to the Company's order.

       

      6.Publicity

       

      For the
purposes of these terms and conditions, the term "Publication"
shall refer to any non-real time communication (as defined in the
Financial Services and Marketa Act 2000 (Financial Promotion) Order 2001) and
any other document or announcement which relates to, or is otherwise connected
with, any transaction or matter connected with the Agreement.

       

      The
Company undertakes:

       

      
        	
                (a)  

              	
                that
      the Company will not publish, direct or otherwise cause the
      publication of, any Publication in connection with any transaction
      or matter connected with the Agreement without the prior written consent
      of Orange. and will procure that none of the Company's associates or
      persons acting in concert with the Company (as defined in the Takeover
      Code) will do any such act;

              


      

       

      
        	
                (b)  

              	
                to
      procure that any Publication is, and remains, true, complete and accurate
      and not misleading (whether by omission or otherwise) and all expressions
      of opinion, intention or expectation that it contains are honestly made on
      reasonable grounds; and

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2
Regulation and Scope

       

      
        	2.1	Orange
      is regulated by the FSA. Al! services provided by us are subject to the
      rules and regulations for the time being in force of the FSA (the "FSA
      Rules") and,
      to the extent applicable, the statements of principle of the FSA. In
      providing the services
      to you, we are proposing to treat you as an intermediate Customer
      within the meaning of the FSA
      rules. See paragraph 17 below
	 	 
	
                2.2

              	
                Orange
      will provide such services and advice as you may request from time to
      time
      and to which we agree.

              
	 	 
	2.3	The
      Services are subject to all other applicable laws, regulations, rules,
      requirements, practices and guidelines in any jurisdiction (in each case
      whether or not having the force of law) (together "applicable
      regulations"), including, without limitation, the FSA Rules and statements
      of principle referred to in paragraph 2.1, and we may take all such steps
      as may be necessary or desirable to comply with such applicable laws and
      regulations.


      

       

      3
Fees and Expenses

       

      In
addition, the Company agrees, on completion of Admission, to engage Orange as
its corporate adviser for a minimum period of 12 months from the date of
Admission, this will be covered by a separate engagement letter, and in this
respect:

      
         

        
          	 	» a fee of £20,000
      per annum is payable quarterly in
advance.


        

         

      

      The
Company is responsible for all costs fees and expenses of all other
professionals and advisers in relation to the Proposals, including solicitors to
the Company and to the Placing, accountants, registrars and
printers.

       

      
        
          	
                  3.2

                	
                  If
      any payment due to Orange of remuneration or otherwise is not made on the
      due
      date Orange shall be entitled without limiting any other rights it may
      have to charge interest on the outstanding amount (both before and after
      any judgement) at the rate of 3 per cent above the base rate from time to
      time of Barclays Bank PLC from the due date until the outstanding amount
      is paid in full.

                
	 	 
	3.3	You agree that you will promptly reimburse Orange for all
      reasonable costs, charges and expenses, incurred by Orange in relation to
      the Services (plus such amount as equals any United Kingdom value added
      tax ("VAT") charged to or incurred by Orange in respect of such costs,
      charges and expenses to the extent Orange certifies it is not recoverable
      by Orange by repayment or credit). All expenses above £1,000 will be
      agreed with the Company before they are incurred.
	 	 
	
                  3.4

                	
                  You
      will pay to Orange any VAT chargeable in respect of payments made to us
      or
      otherwise chargeable in respect of the
  Services.

                


        

         

      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      4 Authorisation
and Compliance

       

      
        
          	4.1	You acknowledge that you are responsible for obtaining
      advice in respect of any of the applicable regulations and any other
      specialist areas relevant to the Proposals or your business including (but
      not limited to) law, accounting and tax. You acknowledge that we shall not
      incur any liability to you in respect of any services or advice provided
      to you by persons other than Orange.
	 	 
	4.2	Orange is authorised by you to do anything which is
      reasonably necessary to comply with any applicable regulations as may
      reasonably be appropriate. You agree to ratify and confirm everything
      lawfully done in the exercise of such discretion.
	 	 
	4.3	You warrant that (save as expressly disclosed to us in
      writing) you have and undertake that you will maintain all necessary
      consents, authorisations and approvals to enable you to use and accept the
      services on these terms and to carry on the activities in respect of which
      the Services are provided.
	 	 
	4.4	You agree that you will comply with all applicable laws
      and regulations.


        

         

      

      5 Provision of
information

       

      
        
          	5.1
      	You
      undertake that you will promptly provide or procure the provision to us
      of:


        

         

      

      
        	
                a)  

              	
                all
      the information relating to the Proposals and concerning your business,
      strategies, developments and discussions relevant to us for the proper
      provision of the Services;

              


      

       

      
        	
                b)  

              	
                All
      management accounts produced by
you;

              


      

       

      
        	
                c)  

              	
                All
      board and other papers from time to time circulated to directors which
      contain information
      relevant to the provision by us of our
      servides; and

              


      

       

      
        	
                d)  

              	
                All
      such further information as we may reasonably
  request.

              


      

      
      

       

      
        
          
            	5.2
      	You will
      promptly correct any information so provided to us if, to the best
      of your knowledge, it subsequently appears that any such information was
      or has become inaccurate, untrue, unfair or misleading in any respect. If
      any such information has been incorporated into any documentation given to
      third parties, you will take the steps we require to correct such
      infbrmation. Should you not promptly take such steps, we shall be
      entitled, in circumstances in which Orange would or might otherwise
      infringe any applicable regulation or incur any liability or penalty, to
      take such action as we consider necessary or appropriate, including
      advising such third parties of the correct
  information.


          

           

        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      

         

        
          
            	
                    5.3
      

                  	Where
      you supply information or documentation to Orange, if it is for the
      purpose of publication to third parties or use by us in verifying matter
      for publication to third parties or is or may be material in the context of the Proposals and/or the
      Services, you represent and
      warrant that such information or documentation
      When taken as a
      whole
      and each statement of
      fact therein will be true, fair and accurate
      in all material respects and not misleading, that every statement
      of opinion, intention or expectation therein will be honestly held and
      fairly based and that there will be no facts not disclosed therein which
      by their omission make any statement therein misleading.
	 	 
	
                    5.4
      

                  	You
      will ensure that no announcements, statements and documentation relating
      to the Proposals are published or made by you or on your behalf or by any
      of the Directors of the Company without the prior written consent of
      Orange.
	 	 
	
                    5.5
      

                  	You
      agree to provide us with or to procure the provision to us of such
      confirmations and other evidence as we reasonably require in order to
      satisfy ourselves that any financial promotion s which we are asked to
      approve on your behalf or any document or announcement or information
      issued or to be issued in connection with the Proposals and/or the
      Services are compliant with all applicable regulations.
	 	 
	
                    5.6
      

                  	You
      undertake that you shall, and shall procure that each other member of your
      group of companies shall, between the date of this Agreement and the date
      falling 180 days after Admission, carry on their respeOtive businesses (if
      any) in the ordinary and usual course.
	 	 
	
                    5.7
      

                  	You
      undertake that neither the Company nor any other member of its group of
      companies shall, without our prior written consent (such consent not to be
      unreasonably withheld or delayed), enter into, or incur any obligation to
      make any commitment or agreement, or put itself in a position
    where:
	 	 
	
                    5.7.1
      

                  	it
      is or will be obliged to announce that any such obligation, commitment,
      agreement or position may be or has been entered into or made;
    and
	 	 
	5.7.2
      	which
      in any such case is or may be material; between the date of this letter
      and midnight on the date following 180 days after
  Admission.


          

        

      

       

      6 Confidentiality

       

      
        
          
            	6.1
      	You agree that any advice rendered by Orange is provided
      solely for your benefit. Such advice may not be used or relied on by you
      for any purpose other than the Services and may not be disclosed to any
      third party (unless you come under legal obligation to disclose it or you
      disclose it to another of your advisers in connection with the Services,
      in either of which cases you will promptly inform us of such disclosure),
      nor used or relied on by any third party without the prior written consent
      of Orange.


          

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

        

      

       

       

      
         

        
          
            	
                    6.2
      

                  	
                    All
      information which Orange receives from you concerning your business
      affairs, shall be kept confidential save where it
      is in the public domain, or which Orange is
      required to disclose any applicable law or regulation, including
      without limitation, the FSA Rules ("Confidential Information") or which
      you have consented to Orange that such information may be used Orange
      shall not use

                    such
      Confidential Information for itself or any other business other than the
      Services.

                  
	 	 
	6.3
      	
                    Neither
      Orange nor any of its associates will have any duty to disclose to you any
      information (even if it relates to you or our services to you) which comes
      to the notice of Orange or such associate in the course of carrying on its
      own business as a result of or in connection with the provision of
      services to other
persons.

                  


          

        

      

       

      7
Complaints

       

      
        
          
            	7.1	In the event of your considering making a complaint about
      the level of
      service provided by us, you should be aware that we have procedures
      to ensure the proper handling of those complaints which allow for prompt
      remedial action. Complaints should be made in the first instance to the
      Director responsible for the transaction at Orange and if they are not
      handled for your satisfaction, a forma complaint should be made in writing
      addressed to the Compliance Officer.


          

           

        

      

      8
Liability

       

      
        
          
            	8.1	
                    Neither
      Orange nor any of its Associates shall have any liability (whether direct
      or indirect and whether arising on contract, in tort or otherwise)
      to you for, or in connection with, and no claim will be made by you
      in respect of, the Services except to the extent that it has arisen from
      our wilful default or negligence by Orange of its duties under the
      regulatory system (as defined in the FSA Rules).

                  
	 	 
	8.2	
                    Without
      prejudice to paragraph 8.1, you agree that, if any right of contribution
      or similar right which Orange or any of our Associates May have against
      any third party is limited or restricted as a result of any agreement
      between you and such third party, any claim which you might otherwise
      have
      against Orange or any such Associate shall be limited or restricted
      accordingly.

                  
	 	 
	8.3	
                    You
      will not agree with any of your other advisers any exclusion or limitation
      of such advisers' liability in connection with the Proposals or the
      Services unless you have given us prior notice in writing of your
      intention to enter into such an
agreement.

                  


          

           

        

      

      9
Indemnity

      
         

        
          
            	
                    9.1

                  	
                    You
      agree with Orange (for itself and on trust and as agent for the other
      persons mentioned
      below) that:

                  


          

        

      

       

      
        
          	
                  a)  

                	you will indemnify Orange and each of its associates and
      each of their respective directors, officers and employees
      from time to time and any successor or assign of any such person (each, an
      "Indemnified Person") against any and all actions, claims, losses, liabilities
      (whether joint or several), damages, costs, charges and expenses
      which they may suffer or incur or which may be made or taken against them
      arising under, out of or in connection with the Services or the Proposals,
      including
      any costs, charges and expenses (including reasonable legal fees and
      time
      costs of relevant Orange
      personnel, which shall be calculated
      on the basis of our standard time cost rates) involved in
      investigating, preparing for defending the relevant claim whether or not
      in connection with pending or threatened litigation in which Orange or any
      other Indemnified Persons is a party, provided that the same shall not
      have arisen from their negligence or wilful default as finally determined
      by a court or other tribunal of competent jurisdiction from which there is
      no further appeal, or on material breakdown of this
      agreement;


        

        
        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

       

      
      

       

      
        	
                b)  

              	
                Orange
      shall have regard to (but not be bound to comply with) any reasonable
      request which you may make in relation to any relevant action or claim
      brought or made against it, subject to your indemnifying and securing
      Orange in a manner satisfactory to Orange against any and all costs,
      charges and expenses incurred by it in complying with any such
      request.

              


      

       

      
        	
                c)  

              	
                this
      indemnity shall be in addition to any rights that we or any other
      indemnified person may have at common law or otherwise including, but not
      limited to, any right of contribution;
and

              


      

       

      
      

      
        
          	
                  d)  

                	
                  these
      paragraphs 9.1 (a) to (c) shall survive any termination of the
      arrangements contained in this
letter.

                


        

        
        

         

      

      10
Force Majeure

       

      
      

      
        
          
            
              	
                      
                        10.1
      

                      

                    	In the event of any failure, interruption or delay in the
      performance of our obligations, resulting from acts, events or
      circumstances not reasonably within our control, including but not limited
      to, acts or regulations of any governmental or supranational bodies or
      authorities, we
      shall not be liable or have any responsibility' of any kind for any
      loss or damage thereby incurred or suffered by
you.


            

          

        

         

      

      11
Amendments and
Assignment

       

      
        
          
            
              	11.1	These terms of business may only be amended by written
      agreement between us.
      Neither
      of us may assign the benefit of these terms of business or any of its rights and obligations under
      them
      without the prior written consent of the
other.


            

          

        

         

      

      12
Termination

       

      
        
          
            
              	12.1 	Orange may terminate the arrangements between us at any
      time.
	 	 
	
                      12.3
      

                    	Termination will not affect any legal rights or
      obligations which may already have accrued to or been incurred by us or
      any representations, confirmations or indemnities given by
      you in these terms of
business.


            

          

        

         

      

      13
Notices

       

      
        
          
            
              	13.1 	Any notice or consent under these terms of business may
      be served or communicated by hand, post or fax by us or you upon the other
      at our respective addresses as either may notify to the other from time to
  time.


            

          

        

         

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
      

       

      14
Severance

       

      
        
          
            
              	14.1 	If any part, term or provision of these terms of business
      is or becomes or is declared by any court or competent authority to be
      void, illegal or unenforceable, it will be deemed to be deleted and the
      remaining provisions will continue in full force and
  effect.


            

          

        

         

      

      15
Waiver

       

      
        
          
            
              	15.1	Waivers of rights under these terms of business will only
      be effective if given in writing.
      Failure to exercise rights in full or at all shall not constitute
      waiver.


            

          

        

           

      

      16
Duty under Regulatory System

       

      
        
          
            
              	16.1	Nothing in these terms of business shall be taken to
      exclude or restrict any duty or liability to you which Orange has under
      the Financial Services and Markets Act 2000 or under the regulatory system
      (as defined in the FSA
Rules).


            

          

        

         

      

      17
Notice of Treatment as an Intermediate Customer

       

      
        
          
            
              	
                      17.1

                    	On the basis of the information you have given us, we
      have categorised you as an Intermediate Customer by reason for your
      experience and understanding in relation to your business. Accordingly, we
      will provide our services to you on the basis that you are an Intermediate
      Customer.
	 	 
	17.2 	As a consequence of this categorisation, you will lose
      certain protections afforded to Private Customers under the FSA Rules.
      These are explained at Appendix One - Notice of Treatment as an
      Intermediate Customer.


            

          

        

         

      

      18
Construction

       

      
        
          
            
              	18.1	In these terms of
business:-


            

          

        

            

      

      
        	
                a)
        

              	
                references
      to the singular include the plural and vice versa;

              
	 	 
	b)
       	the
      headings shall not affect their
construction;


      

       

      
        	
                c)  

              	
                references
      to any statutory provisions shall be deemed to include such provisions
      as
      amended, consolidated or re-enacted from time to
    time;

              


      

       

      
      

      
        	
                d)  

              	
                references
      to "we" and "us" are to Orange; and

              


      

       

      
        
          	
                  e)  

                	"Associate" means, in relation to Orange, any person
      connected with Orange for the purposes of Section 839 of the income and
      Corporate Taxes Act 1988 (and "Associates" shall be construed
      accordingly).


        

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

         

      

      19
Governing Law and Submission of Jurisdiction

       

      
        
          
            
              
                
                  	19.1	
                          These terms of business shall be
      governed by and construed in accordance with the laws of England and Wales
      and you irrevocably submit for all purposes in connection with the
      Services to the exclusive jurisdiction of the English courts, provided that this shall not
      prevent us from brining proceedings (whether for enforcement of judgement
      or otherwise) in any
      other
jurisdiction.

                        


                

              

            

             

          

        

        
        

         

      

      Yours
faithfully

       

      /s/ John Bridges

      
        
          

        

        John
Bridges

         

      

      Director

      For
and on behalf of Orange Corporate Finance Ltd

       

       

       

      Agreed
and accepted for a n behalf of Geo Genesis Group Ltd

       

      /s/ Albert O. Grant II

      
        
          
            

          

        

      

      By Albert
O. Grant II

       

      Date:
October 12,
2007

      Director

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      APPENDIX
ONE

      Notice of
Treatment as an Intermediate Customer

      
        
          

        

      

       

      On the
information you have given us, we have categorised you as an Intermediate
Customer, by reason of your having sufficient experience in relation to
the kind of services that we are to provide to you and understanding of the
relevant issues that are likely to arise.

       

      As a
consequence of this categorisation you will lose the protections afforded to
Private
Customers
under the Rules of the Financial Services Authority (TSAI.- Although not
an exhaustive list of the protections you will forego, this notice sets out some
of the protections you will lose.

       

      1. CUSTOMERS'
UNDERSTANDING OF RISK

       

      We will
not be obliged to take steps to ensure that you understand the nature of the
risks involved in any transactions in connection with which we provide services
to you, nor to provide you with written risk warnings in relation to any
transactions, including transactions in derivatives or warrants.

       

      2. TERMS
OF BUSINESS

       

      We
will be under no obligation to set out in writing the basis on which our
services are provided, although it is our practice to do so.

       

      3. PRIOR
DISCLOSURE OF CHARGES

       

      The rules
of the FSA do not require us to inform you of the charges applicable to the
services we
will be providing, although it is our practice to do so.

       

      4. SUITABILITY

       

      By reason
of your experience and understanding, the protections of the rule on giving
suitable advice will not apply to any personal recommendation we make to
you.

       

      5. FINANCIAL
PROMOTIONS

       

      The FSA's
rules relating to financial promotions are limited or modified in their
application to Intermediate Customers compared to Private Customers with the
consequence that Intermediate Customers' remedies are less
extensive.

       

      6. FINANCIAL
SERVICES OMBUDSMAN

       

      Please
note that your rights to sue Orange Corporate Finance Limited for damages under
the Financial Services and Markets Act 2000 will be restricted, as you will only
be able to sue for breaches of obligations owed to you which will not include
private customer protections.

       

      You will
also not be entitled to access to the FSA's Financial Ombudsman
Service.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      7.CLEAR, FAIR AND NOT MISLEADING
COMMUNICATIONS

       

      Where
we communicate information to you in the course of, or in connection with, the
provision of corporate finance services, we are under a regulatory duty to take
all reasonable steps to communicate in a way which is clear, fair and not
misleading. In discharge that duty, we may have regard to your
expertise.

       

       

      If you
have any queries on this notice or require any further information, please
contact us.

       

      Singed: /s/
John Bridges

       

      Name:
John Bridges 

      For and
on behalf of

      Orange
Corporate Finance Limited

       

      I/We have read and understood the
notice and consent to be treated as -an Intermediate
Customer.

       

      
        
          	 	 	 
	 	 	 	 
	
                  October
      12, 2007

                	
                  By:
      

                	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 	 	 	10 Orange
    Street,
	 	 	 	Haymarket 
	 	 	 	London WC2H
  DQ
	corporate finance
      limited	 	 	
                  T
      + 44(0) 20 7312
      6530

                
	 	 	 	
                  F + 44(0) 20
      7976
      2472

                


        

      

       

      APPENDIX to the Retaining
Engagement Letter

       

      Standard Terms and
Conditions

      1.Authorities

       

      
        	
                a)  

              	
                Orange
      is authorised by the Company to do anything which, in Oranges view, is
      necessary in connection with this Agreement (including acting as the
      Company's agent) or so as to comply with any applicable laws, regulations,
      authorisations, rules, consents or practices as Orange reasonably
      considers to be appropriate. The Company unconditionally agrees to ratify
      and confirm everything lawfully done in the exercise of such
      discretion.

              


      

       

      
        	
                b)  

              	
                As
      the Company's nominated adviser, Orange shall not be responsible for the
      provision of any specialist advice in connection with those matters for
      which the Company has agreed to obtain or which the Company might
      reasonably be expected to obtain from others (for example, legal,
      regulatory, accounting or taxation matters). The Company undertakes to
      obtain appropriate advice (including legal advice) in respect of all laws
      and regulations which may be applicable to any transaction or matter
      connected with the Agreement in the UK or any other jurisdiction and to
      communicate such advice to Orange if it is or may be relevant to the
      carrying out by Orange of the services under the
  Agreement.

              


      

       

      
        	
                c)  

              	
                Orange
      shall not be liable in respect of any services or advice provided to the
      Company by persons other than
Orange.

              


      

       

      
        	
                d)  

              	
                Where
      specialist advice is obtained by the Company, Orange will be entitled to
      rely on all such advice.

              


      

       

      
        	
                e)  

              	
                Nothing
      in this Agreement shall require Orange to undertake any activities which
      would require it to have any authorisation or permission which it does not
      have.

              


      

       

      
        	
                f)  

              	
                Orange
      is entitled to assume that instructions have been properly authorised by
      the Company if they are given or purport to be given by an individual or
      person who is Pr purports to be and is reasonably believed by Orange to be
      so authorised.

              


      

       

      
        	
                 
      g) 

              	
                The
      Company warrants that (save as expressly disclosed to Orange in writing)
      the Company has and undertakes that it shall maintain all necessary
      consents and authorisations for the transactions contemplated by the
      Agreement to be implemented in full. The Company agrees that it will
      comply and will procure that its associates and all persons who are acting
      in concert with the Company (as such term is defined in The Takeover Code)
      will Comply with all relevant laws and regulations in any jurisdiction
      including in relation to the United Kingdom, the Financial Services and
      Markets Act 2000, The Takeover Code, and the PLUS Markets
      rules.

              


      

       

      2.Fees and Expenses

       

      
        	
                 
      

              	
                a)
      The Company's shall pay the annual retaining fee on its due date [which is
      quarterly in
      advance]

              


      

       

      
        The
Company shall pay all costs, charges and expenses of, or incidental to, or
incurred in connection with, the Agreement) and
all other arrangements contemplated thereby including (without
limitation):-

         

      

      
        
          
            
              	 	i) all out of pocket expenses incurred by
    Orange;
	 	 
	 	iv) all
      printing, postage, communications, courier and advertising expenses;
      and
	 	 
	 	v) Value
      Added Tax, where
applicable:


            

          

        

         

      

      
        
          	
                  b)  

                	
                  The
      Company shall reimburse to Orange the amount of any costs or expenses
      which Orange may have paid on the Company's
  behalf;

                


        

         

      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      3. information

       

      The
Company undertakes that it will promptly provide or procure the provision to
Orange of all information concerning (a) the Company's business and affairs
which is or could reasonably be expected to be relevant to Orange for the proper
provision of its services under the Agreement, (b) all material information and
developments in relation to any transaction and (c) all such further information
as Orange may reasonably request including information on (i) anything that
affects or may affect the Company's business affairs; (ii) (if relevant)
anything which, once published, could reasonably be expected to affect the
market (if any) in any of the Company's securities; and (iii) the identities of
all persons (other than Orange

       

      Where the
Company supplies information or documentation to Orange, whether for publication
to third parties or for use by Orange in the context of any matter connected
with the Agreement, Orange may rely entirely upon such information without
assuming any responsibility for independent investigation or verification
thereof. The Company warrants and undertakes that such information or
documentation when taken as a whole and each statement of fact therein will be
true, fair and accurate and not misleading, that statements of opinion,
intention or expectation therein will
be honestly held and fairly based and that there will be no facts not
disclosed therein which by their omission make any statement therein misleading.
The Company undertakes that if anything occurs within a reasonable time
thereafter to render any such statement untrue, unfair or misleading, the
Company will promptly notify Orange.

       

      The
Company warrants and undertakes that all information and materials which the
Company or the Company's advisers supply at any time to Orange will belong to
the Company and will be the property of the Company and will be properly in the
Company's possession and/or all consents and/or licences required prior to the
disclosure and delivery of such information or materials will have been properly
obtained by the Company.

       

      4. Use
of Material

       

      Any
reports or papers produced by or on behalf of Orange for the Compahy, in draft
and/or final form, will be for the Company's exclusive use and not for
distribution td other persons unless otherwise agreed by Orange in writing. All
correspondence and papers in Orange' possession or control relating to the
Agreement shall be Orange's sole property, save fer share certificates or other
original documents which are held to the Company's order.

       

      6.Publicity

       

      For the
purposes of these terms and conditions, the term "Publication"
shall refer to any non-real time communication (as defined in the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001) and
any other document or announcement which relates to, or is otherwise connected
with, any transaction or matter connected with the Agreement.

       

      The
Company undertakes:

       

      
        	
                (a)  

              	
                that
      the Company will not publish, direct or otherwise cause Ole publication
      of, any Publication in connection with any transaction or matter connected
      with the Agreement without the prior written consent of Orange, and will
      procure that none of the Company's associates or persons acting in concert
      with the Company (as defined in the Takeover Code) will do any such
      act;

              


      

       

      
        	
                (b)  

              	
                to
      procure that any Publication is, and remains, true, complete and accurate
      and not misleading (whether by omission or otherwise) and all expressions
      of opinion, intention or expectation
      that it contains
      are honestly made on reasonable grounds;
  and

              


      

      


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                  (c)  

                	
                  to
      procure that each Publication contains all information required by, and
      otherwise complies with,
      all relevant rules
      and laws.

                


        

         

      

      If for
any reason any Publication is made otherwise than in accordance with the above
paragraphs or, in such other circumstances as may in the reasonable opinion of
Orange be appropriate, the Company acknowledges that Orange shall be entitled to
publish
any documents, statements or communications as it
thinks fit in Orange's interests without liability.

       

      Orange
retains the right to refuse to
issue or approve or arrange for the issue of a particular document or
announcement and to require the Company to cease to distribute a document or
announcement
if
Orange becomes aware at any time that any Publication contravenes this
paragraph 6.

       

      7. Confidentiality

       

      The
Company agrees and acknowledges that the advice and opinions given by Orange are
provided solely for the Company's benefit and may not be used or relied on for
any purpose other than for any transaction or matter connected with the
Agreement nor released or conveyed to any other person without Orange's prior
written consent.

       

      Neither
party hereto shall,
during the continuance of this Agreement or after its termination,
disclose to any person, firm or company whatsoever (except with the authority of
the other party or unless properly required to do so by any regulatory
authority, government body or court of law) any information relating to the
business, investment, finances or other matters of a confidential nature
of the
other party (other than information which has come into the public domain other
than through its own default) of which it may in the course of its duties
hereunder or otherwise have become aware and each party hereto shall use all
reasonable endeavours to prevent any such disclosure as aforesaid.

       

      The
Company acknowledges and accepts that Orange may be prohibited from disclosing,
or that it may be inappropriate for Orange to disclose, information to the
Company by reason of law or duties of confidentiality owed to other persons or
otherwise under the FSA's rules.

       

      8. indemnity

       

      The
Company irrevocably and unconditionally agrees to indemnify and hold
harmless Orange and (in accordance with the Contracts (Rights of Third Parties)
Act 1999) each Orange Person from and against all or any losses, claims,
damages, charges, expenses or liabilities (or other actions in respect thereof)
related to or arising directly or indirectly out of Orange'
provision of services hereunder in connection with which Orange may
provide services to the Company or one of the Company's associates and the
Company will promptly upon demand by Orange reimburse Orange and all
other Orange Persons for all losses, charges, taxes, costs and expenses
(including legal and other professional fees) which are incurred by Orange or
any such other Orange Person in connection with investigating, preparing or
defending any such action or claim, whether or not
in connection with pending or threatened or actual litigation or
arbitration, or in establishing its right to be indemnified pursuant to this
paragraph 8 and/or in seeking advice as to any claim, action, liability, demand
or proceedings in which Orange or any such Orange Person is a party, and whether
or not resulting in liability on the part of Orange or such other Orange Persons
(as the case may be).

       

      The
Company will not
however, be responsible for any claims, liabilitieS, losses, damages or
expenses to the extent that they are found in a final judgement by a court to
have
resulted from actions
taken or omitted to be taken by Orange or such other Orange Person (as
the case may be) in bad faith or arising from the negligence of Orange or such
other Orange Person (as the case may be).

       

      No claims will be made against Orange
or any other Orange Person in respect of any loss or damage that the Company or, (if
relevant) any of the Company's parent, subsidiary and associated companies from time to time and each of
the Company's and their directors, officers, employees and agents may suffer or incur by
reason of or arising out of any advice.or service provided by
Orange or
any Orange Person to such persons in relation to or in connection with any
transaction or matter connected with the Agreement and which does not arise from
the bad faith or negligence of Orange or such other Orange Person. In the event
that Orange is liable to pay damages for any losses, such damages shall be
limited to that proportion of the Company's actual loss which was directly
caused by Orange and in any event Orange' liability shall in no circumstances
exceed the aggregate amount of two times the maximum fee payable as specified in
this Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      Each sum
payable by the Company under this Agreement shall be paid free and clear of all
deductions or withholdings whatsoever save only as may be required by law
This
paragraph is in addition to any rights, which Orange or any other Orange Person
may have at common law or otherwise including but not limited to any right of
contribution.

       

      The
Company agrees that it will not, without Orange' s prior written consent, settle
or compromise or consent to the entry of any judgement with respect to any
pending or threatened claim in respect of which indemnification may be sought
under this paragraph (whether or not Orange is an actual or potential party to
such claim) unless such settlement, compromise or consent includes an
unconditional release of Orange from all liabilities arising out of such
claim.

       

      9.Limitation
of Liability

       

      If the
Company enters into any agreement or arrangement with any adviser, the terms of
which provide that the liability of the adviser to the Company or any other
person is excluded or limited in any manner, and Orange or any other Orange
Person may have joint and/or several liability with such adviser to the Company
or to any other person arising out of the performance of its duties under this
Agreement, the Company shall:

       

      
        	
                (a)  

              	
                not
      be entitled to recover any amount from Orange or any other Orange Person
      which, in the absence of such exclusion or limitation, Orange or any other
      Orange Person would have been
      entitled to recover from that adviser pursuant to the Civil Liability
      (Contribution) Act 1978; and

              


      

       

      
        	
                (b)  

              	
                indemnify
      Orange and each Orange Person in respect of any increased liability to any
      third party which would not have arisen in the absence of such exclusion
      or limitation.

              


      

       

      10.Force
Majeure

       

      In the
event of any failure, interruption or delay in performance of Orange'
obligations resulting from acts, events or circumstances not reasonably in
Orange' control including, but not limited to, industrial disputes, acts or
regulations of any governmental or supranational bodies or authorities,
breakdown, failure or malfunction of any telecommunications or computer
services, Orange shall not be liable or have any responsibility of any kind for
any loss or damage incurred or suffered by the Company as a result.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      14.
Managing conflicts of interests

       

      Orange
has put in place systems, controls and procedures which are designed to ensure
that, when it is managing a securities offering, the duties it owes its clients
are discharged appropriately. This requires it, more particularly, to identify
and manage the conflicts of interest which arise between its duties to (i) you
as its corporate finance client and to (ii) those of its investment clients who
are interested in participating in the offering. The way it manages the offering
is designed to ensure that:-

       

      
        	
                ·  

              	
                you
      receive full and unbiased advice about the pricing of the securities and
      the allocation of those securities to
      the firm's investment clients;
and

              


      

       

      
        	
                ·  

              	
                you
      are able to participate actively in the allocation process and understand
      how allocation recommendations are arrived
at.

              


      

       

      The
firm's business model provides that, in offerings where part or indeed all of an
offering is targeted at retail investors, the firm may acquire a portion of the
retail offering as principal in the expectation of subsequent on-sale to its
retail clients at a higher price. It may also recommend allocating securities to
investment clients for whom other parts of the firm provide investment services.
However, Orange is committed to manage these conflicts of interest and to act at
all times in your best interest, at the same time as observing the duties it
owes its investment clients pursuant to relevant FSA Principles.

       

      The firm's
recommendations on pricing and allocation will be arrived at using its
professional skill and judgement and will be made in the context of seeking to
achieve an orderly aftermarket with sufficient liquidity and price stability. On
pricing, its advice will be based solely on achieving your objectives, which it
understands to be that the price should reflect prevailing market conditions
and, so far as possible, the investment merits of the Company's securities
relative to those of comparable companies within the overall requirement to find
demand for the whole of the offering. On allocation, its objective will be based
solely on achieving an appropriate spread of suitable investors for the Company.
It will agree with you the targeting of the offering as between retail investors
(as providers of liquidity) and institutional investors (where it perceives them
to be supportive, quality, and long term shareholders). Such factors will be
amongst those taken into account in its scaling back recommendations in the
event that the offering
is oversubscribed. You will appraise the firm of any additional specific
requirements and objectives you may have.

       

      15.
Miscellaneous

       

      Money
Laundering: Orange has statutory obligations under the UK Money,
Laundering legislation and FSA Rules and in fulfilment of these obligations will
make such enqUiries and obtain such
references
as it considers
necessary and make such further enquiries and obtain such further
references as from time to
time it considers necessary for continuing compliance with its statutory
obligations under such legislation. The Company agrees to co-operate with Orange
with regard to Orange' compliance with these (and any other) statutory and
regulatory obligations.

       

      Third
Party Rights: Except as stated in paragraph 13 above (Indemnity), roo
person who is not a party to this Agreement shdli
have any right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Agreement.

       

      Electronic
Communications: During the term of this Agreement, the parties may
communicate electronically with each other. However, the electronic transmission
of information cannot be guaranteed to be secure or error free and such
information or communication could be intercepted, corrupted, lost, destroyed,
arrive late or incomplete or otherwise be adversely affected or unsafe to use.
Both parties agree to use commercially reasonable procedures to check for the
then most commonly known viruses before sending information electronically, but
both parties recognise that such procedures cannot be a guarantee that
transmissions will be virus free. Accordingly, each party shall be responsible
for protecting its own interests in relation to electronic communications and
for ensuring that electronic communications are not misaddressed.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

      Compensation
Scheme: The Company acknowledges that the services provided by Orange
hereunder are not covered by a compensation scheme.

       

      Complaints:
In the event that the Company has any complaints in respect of the
services provided pursuant to this Agreement, the Company should inform Orange
in writing of the details of the complaint, which will be investigated and a
reply provided as soon as reasonably possible and any appropriate remedial
action taken.

       

      Entire
Agreement: This Agreement sets out the entire agreement and understanding
between the Company and Orange in connection with the appointment of Orange in
relation to this Agreement.

       

      Variations:
No variation of this Agreement shall be valid unless it is in writing and
signed by or on behalf of each of the parties hereto.

       

      Assignment:
The Company agrees that it shall not transfer, charge or otherwise seek
to deal in any of its rights or obligations under this Agreement without the
prior written consent of Orange.

       

      Governing
Law: This Agreement shall be governed by and construed in accordance with
the laws of England and the parties hereto submit to the non-exclusive
jurisdiction of the courts of England and Wales.

       

       

       

       

      17