ex48.htm

Exhibit
4.8

    GEO
GENESIS GROUP, LIMITED

    Registered
in the Republic of the Marshall Islands

    No:
23087

    


     

    WARRANT
CERTIFICATE

     

    


     

    
      	
              No.
      of Warrants:

            	
              Exercise
      Price:

            	
              Final
      Exercise Date:

            
	
              2,709,027

            	
              42.5
      pence

            	
              7
      April 2011

            


    

    


     

    Warrants
representing Subscription Rights for Common Shares of US$0.0001 each (“Common
Shares”) in Geo Genesis Group, Limited (the “Company”)

     

    


    This is
to certify that:-

    


    Orange
Corporate Finance Limited

    Vaughan
Chambers

    Vaughan
Road

    Harpenden

    Hertfordshire
AL5 4EE

    


    is the
registered holder of 2,709,027 Warrants, each of which entitles the holder to
subscribe for one Common Share, subject to the Articles of Incorporation and the
By-Laws of the Company and to the terms of the Warrant Instrument dated ●
2008.  The holder shall be entitled to subscribe for Common Shares
upon exercise of the Warrants at the price of 42.5 pence per Common Share
(subject to adjustment under the said Instrument), and may exercise the Warrants
represented by this certificate in whole or in part and from time to
time.

    


    Dated ●
2008

    


    Signed by
[insert name of
Director]                                         )
__________________

    for and
on behalf
of                                                                    )
__________________

    GEO GENESIS GROUP,
LIMITED                                         ) __________________

    


    
 

    


    No
transfer of any or all of the Warrants represented by this Warrant Certificate
will be registered without the production to the Company of this Warrant
Certificate or an indemnity satisfactory to the Company.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    NOTICE
OF EXERCISE

     

    


     

    To:                      The
Directors

     

    GEO GENESIS GROUP, LIMITED
(“the
Company”)

     

    From:

     

    Date:

     

    I/We, the
registered holder(s) of the Warrants represented by this Warrant Certificate
hereby give notice of my/our wish to exercise:-

     

                           (see
note 2)

     

    of the
Warrants represented by this Warrant Certificate.

     

    I/We
enclose a cheque or bankers’ draft drawn on a United Kingdom clearing bank in
the sum of:-

     

    
      £__________ (see
note 2)

       

    

     

    being
payment in full at a price of 42.5 pence per Common Share for the total number
of Warrants exercised and Common Shares for which I/we wish to
subscribe.

     

    I/We
agree to accept the Common Shares to be allotted pursuant hereto subject to the
Articles of Incorporation and By-Laws of the Company.  I/We desire all
of such Common Shares to be registered in my/our name(s) (or such nominee
identified below) and authorise the entry of my/our name(s) (or our nominee’s
name) in the register of members in respect thereof.

     

    NOMINEE
(CREST DETAILS) (if applicable):

     

     

    I/We
hereby authorise the despatch of a Share Certificate in respect of the Common
Shares to be allotted to me/us and a Warrant Certificate in my/our name(s) for
any balance of my/our Warrants remaining exercisable by post at my/our risk to
the address shown below or if no address is given to the registered address of
the first named Holder.

     

    ADDRESS
FOR DESPATCH OF CERTIFICATES:

     

     

    
      
        
          	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature(s) of
      registered holder(s) 	 	Date(s)	 


        

         

      

    

                                                                             

      
        
           


        

        
          2

          
            

          

        

        
           


        

      



    NOTES:

     

    
      	
              1.

            	
              In
      the case of joint holdings, all holders must sign.  In the case
      of a corporation, this notice must be executed under its common seal or
      under the hand of some officer or attorney of the corporation duly
      authorised in that behalf.

            


    

     

    
      	
              2.

            	
              Please
      complete the number of Warrants that are to be exercised and the amount of
      the remittance enclosed at 42.5 pence per Warrant exercised.  If
      no number of Warrants is inserted but the notice is otherwise duly
      complete and a remittance enclosed, the notice will be deemed to relate to
      the Warrants in respect of which the remittance is enclosed at 42.5 pence
      per Warrant.

            


    

     

    
      	
              3.

            	
              In
      order to exercise the Subscription Rights, the registered holder(s) must
      complete this notice of subscription and lodge it at the registered office
      of the Company (with a copy of the same to be forwarded to c/o Henderson
      & Koplik, The Graybar Building, 420 Lexington Avenue, Suite 2831, New
      York, NY 10170, United States of America) accompanied by a remittance for
      the Subscription Price of the Common Shares in respect of which the
      Warrants are being exercised in accordance with the Warrant
      Instrument.  The rights are subject to adjustment as set out in
      the Warrant Instrument and completion and lodgement of this notice will in
      that event be deemed to be an exercise of the rights as so
      adjusted.

            


    

     

    
 

     

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    

      DATED                                                     2008

      


      


      


       

      


      


      GEO
GENESIS GROUP, LIMITED

      


      


       

      


      


      _____________________________________________________

      


      INSTRUMENT

      


      constituting
Warrants to subscribe

      for
2,709,027 Common Shares of US$0.0001 each in

      GEO
GENESIS GROUP, LIMITED

      


      ______________________________________________________

      


      


      


      


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


       

      THIS
INSTRUMENT is made on  October 28th,
2008

       

      
        	
                BY:

              	
                GEO GENESIS GROUP, LIMITED
      registered in the Republic of the Marshall Islands under number
      23087 whose registered office is at Trust Company Complex, Ajeltake Road,
      Ajeltake Island, Majuro MH 96960, Marshall Islands (the “Company”).

              


      

       

      WHEREAS:-

       

      
        	
                (A)

              	
                The
      Company has by a resolution of the Board passed on ● 2008 resolved to
      create and issue Warrants to subscribe for up to 2,709,027 Common Shares
      to be constituted in the manner hereinafter
  appearing.

              


      

       

      
        	
                (B)

              	
                This
      Instrument and the Schedules constitute the
  Warrants.

              


      

       

      NOW THIS INSTRUMENT WITNESSES
and the Company hereby declares as follows:-

       

      
        	
                1.  

              	
                Interpretation

              


      

       

      In this
Instrument, the following expressions shall have the following
meanings:-

       

      
        	
                 
      

              	
                “Board”

              	
                means
      the board of directors of the Company from time to time and “Directors” shall be
      construed accordingly;

              


      

       

      
        	
                 
      

              	
                “Business
      Day”

              	
                means
      a day when banks in London are open for normal clearing
      business;

              


      

       

      
        	
                 
      

              	
                “Certificate”

              	
                means
      a certificate in the form set out in Schedule 1 to this
      Instrument;

              


      

       

      
        
          	
                   
      

                	

                  “Common
      Shares”

                	

                  means
      common shares of US$0.0001 each in the capital of the
    Company;

                


        

         

      

      
        	
                 
      

              	
                “Register”

              	
                means
      the register of Warrantholders maintained by the Company;
    and

              


      

       

      
        	
                 
      

              	
                “Warrants”

              	
                the
      2,709,027 Warrants constituted by this
  Instrument.

              


      

       

      
        	
                2.  

              	
                Subscription
      Rights and Procedures

              


      

       

      
        	
                2.1  

              	
                A
      registered holder for the time being of Warrants (“a Warrantholder”) shall
      have rights (“Subscription Rights”) to subscribe for
      the number of Common Shares set out in the Certificate by making payments
      in cash for all or such number of Common Shares as it shall specify and
      for which its holding of Warrants shall entitle it so to subscribe at a
      price of 42.5 pence per Common Share (the “Subscription Price”)
      subject to adjustment as provided in paragraph 3 below at any time within
      the period (the “Subscription Period”)
      commencing on the date of this Instrument and ending at 4:00 p.m. GMT on 7
      April 2011 (“Final
      Exercise Date”).  The Subscription Rights will not be
      exercisable in respect of a fraction of a share.  The
      Subscription Price shall be payable in full on exercise of a
      Warrant.

              


      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.2  

              	
                In order to exercise its
      Subscription Rights a Warrantholder must lodge at the registered office
      for the time being of the Company (with a copy of the same to be forwarded
      to c/o Henderson & Koplik, The Graybar Building, 420 Lexington Avenue,
      Suite 2831, New York, NY 10170, United States of America) its Certificate,
      having completed the notice of exercise thereon in the form of the draft
      set out in Schedule 2 to this Instrument, and specifying the number
      of Warrants in respect of which the Subscription Rights are exercised
      (“Notice of
      Exercise”) accompanied by a remittance for the aggregate
      subscription monies for the Common Shares in respect of which the
      Subscription Rights are exercised (by cheque(s) drawn on a United Kingdom
      clearing bank).  Once lodged, a Notice of Exercise shall be
      irrevocable save with the consent of the Board.  Compliance must
      also be made with any statutory requirements for the time being
      applicable.  A Notice of Exercise which is completed and lodged
      otherwise than in accordance with this sub-clause shall be of no
      effect.

              


      

       

      
        	
                2.3  

              	
                Common Shares issued pursuant
      to the exercise of Subscription Rights will be allotted not later than and
      with effect from 21 days after the lodging of the relevant Notice of
      Exercise and payment of the aggregate Subscription Price.  Share
      certificates in respect of such Common Shares or an amended CREST member
      account statement will be issued free of charge not later than 28 days
      after the date of such lodging.  In the event of a partial
      exercise of the Subscription Rights comprised in a Certificate, the
      Company shall, at the time of issue of share certificates or amended CREST
      member account statement, issue free of charge a new Certificate in the
      name of the Warrantholder for any balance of his Subscription Rights
      remaining exercisable.

              


      

       

      
        	
                2.4  

              	
                Common Shares allotted pursuant
      to the exercise of Subscription Rights will rank for all dividends or
      other distributions declared after the date of allotment of such shares,
      but not before such date, and otherwise pari passu in all respects with
      the Common Shares in issue on the date of such
  exercise.

              


      

       

      
        	
                2.5  

              	
                Any Subscription Rights not
      exercised prior to the expiry of the Subscription Period shall
      lapse.

              


      

       

      
        	
                3.  

              	
                Adjustment of Subscription
      Rights

              


      

       

      
        	
                3.1  

              	
                After
      any allotment of Common Shares by way of capitalisation of profits or
      reserves to holders of the Common Shares on the register on a date or by
      reference to a record date prior to the Final Exercise Date or upon any
      sub-division or consolidation of the Common Shares on or by reference to
      such a date, the number and/or nominal value of Common Shares to be
      subscribed for on any subsequent exercise of the Subscription Rights will
      be increased or reduced, as the case may be, in due proportion and/or the
      Subscription Price will be adjusted accordingly.  On any such
      capitalisation, sub-division or consolidation, the auditors for the time
      being of the Company shall certify their opinion as to the appropriate
      adjustments and notice thereof will be sent to each Warrantholder within
      21 days thereafter together with a Certificate in respect of any
      additional Common Shares for which he is thereby entitled to subscribe,
      fractional entitlements being
ignored.

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                3.2  

              	
                If,
      on a date (or by reference to a record date) on or before the Final
      Exercise Date, the Company makes any offer or invitation (whether by
      rights issue or otherwise) to the holders of the Common Shares, or any
      offer or invitation (not being an offer to which paragraph 10.2 below
      applies) is made to such holders otherwise than by the Company, then the
      Company shall, so far as it is able, procure that at the same time the
      same offer or invitation is made to the Warrantholders as if their
      Subscription Rights had been exercised on the day immediately preceding
      the date, or, as the case may be, the record date of such offer or
      invitation provided that if the Directors so resolve in the case of any
      such offer or invitation made by the Company, the Company shall not be
      required to procure that the same offer or invitation is made to the
      Warrantholders but the Subscription Price shall be adjusted in such manner
      as the auditors shall certify to be appropriate.  Any such
      adjustment shall become effective as at the record date for the offer or
      invitation.  The Company shall give notice to Warrantholders
      within 28 days of any adjustment made pursuant to this paragraph, and, if
      appropriate, despatch new Certificates to
  Warrantholders.

              


      

       

      
        	
                4.  

              	
                Stock
      Exchange Dealings

              


      

       

      Provided
that at the time of issue of Common Shares pursuant to the exercise of Warrants,
the Common Shares (or any of them) are traded on the AIM market of London Stock
Exchange plc or the PLUS-quoted market of PLUS Markets plc or permission has
been granted for dealings therein on any other recognised investment exchange in
any part of the world, the Company will apply to such body for permission to
deal in or for listing or quotation of such Common Shares (as the case may be)
with effect from the date of allotment of such Common Shares and shall use its
reasonable endeavours to secure such permission, listing or
quotation.

       

      
        	
                5.  

              	
                Winding
      Up

              


      

       

      If an
order is made or an effective resolution is passed on or before the Final
Exercise Date for the voluntary winding up of the Company (except for the
purpose of reconstruction or amalgamation, in which case the Company will
procure that each Warrantholder is granted by the reconstructed or amalgamated
company a substituted warrant of a value equivalent to the value of his Warrants
(and on equivalent terms) immediately prior to such reconstruction or
amalgamation in substitution, as the Warrantholder(s) acknowledge(s) for and to
the exclusion of the Warrant) each Warrantholder will be entitled for the
purpose of ascertaining his rights in the winding up to be treated as if he had
immediately before the date of the passing of the resolution fully exercised his
rights to acquire Common Shares pursuant to his Warrants and shall be entitled
to receive out of the assets available in the liquidation pari passu with the
holders of the Common Shares such a sum as he would have received had he been
the holder of all such Common Shares to which he would have become entitled by
virtue of such exercise after deducting a sum equal to the sum which would have
been payable in respect of such exercise.  The rights of the
Warrantholders under this paragraph 5 shall be calculated by the auditors of the
Company for the time being whose determination shall (save in the case of
manifest error) bind the Company and the Warrantholders.  Subject to
this paragraph the Warrants shall lapse on liquidation of the
Company.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.  

              	
                Variation
      of Rights

              


      

       

      
        	
                6.1  

              	
                All
      or any of the rights for the time being attached to the Warrants may from
      time to time (whether or not the Company is being wound up) be altered or
      abrogated with the consent in writing of the Company and with either the
      consent in writing of Warrantholders entitled to subscribe for not less
      than 75 per cent. of the Common Shares which are subject to outstanding
      Warrants or with the sanction of a Resolution of the
      Warrantholders.  All the provisions of the By-Laws of the
      Company as to meetings of shareholders of the Company shall mutatis
      mutandis apply to any separate meeting of the Warrantholders as though the
      Warrants were a class of shares forming part of the share capital of the
      Company and as if such provisions were expressly set out in extenso herein
      but so that:-

              


      

       

      
        	
                6.1.1  

              	
                the
      necessary quorum shall be Warrantholders (present in person or by proxy)
      entitled to subscribe for one-third in nominal amount of the Common Shares
      subject to outstanding Warrants;

              


      

       

      
        	
                6.1.2  

              	
                every
      holder of an outstanding Warrant present in person at any such meeting
      shall be entitled on a show of hands to one vote and every such holder
      present in person or by proxy at any such meeting shall be entitled on a
      poll to one vote for every Common Share for which he is entitled to
      subscribe pursuant to the Warrants;

              


      

       

      
        	
                6.1.3  

              	
                any
      holder or holders of 10 per cent. or more of the aggregate outstanding
      Warrants present in person or by proxy may demand or join in demanding a
      poll;

              


      

       

      
        	
                6.1.4  

              	
                if
      at any adjourned meeting a quorum as above defined is not present those
      holders of outstanding Warrants who are then present in person or by proxy
      shall be a quorum.

              


      

       

      
        	
                6.2  

              	
                “Resolution” for the
      purposes of this paragraph 6 means a resolution proposed at a meeting of
      the holders of outstanding Warrants duly convened and held and passed by a
      majority consisting of not less than 75 per cent. of the votes cast,
      whether on a show of hands or on a
poll.

              


      

       

      
        	
                7.  

              	
                Death
      or Bankruptcy

              


      

       

      
        	
                7.1  

              	
                The
      executors or administrators of a deceased Warrantholder (not being one of
      two or more joint Warrantholders) and in the case of the death of one or
      more of several joint Warrantholders the survivor or survivors of such
      joint Warrantholders shall be the only persons recognised by the Company
      as having any title to or interest in the Warrants of such deceased
      Warrantholder.

              


      

       

      
        	
                7.2  

              	
                Any
      person becoming entitled to Warrants in consequence of the death or
      bankruptcy of a holder of such Warrants or of any other event giving rise
      to the transmission of such Warrants by operation of law may upon
      producing such evidence of his entitlement as the Company shall think
      sufficient be registered himself as the holder of such
      Warrants.

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.3  

              	
                Any
      person becoming entitled to a Warrant in consequence of the death or
      bankruptcy of a Warrantholder shall be entitled to receive and may give a
      good discharge of any monies payable in respect thereof but shall not be
      entitled to receive notices of or to attend or vote at meetings of the
      Warrantholders or (save as aforesaid) to any of the rights or privileges
      of a Warrantholder until he shall have become a holder of
      Warrants.

              


      

       

      
        	
                8.  

              	
                Lost
      or Destroyed Certificates

              


      

       

      
        	
                8.1  

              	
                If
      any Certificate is worn out or defaced then upon production of such
      certificate to the Board they may cancel the same and may issue a new
      Certificate in lieu thereof.  If any such Certificate be lost or
      destroyed then upon proof thereof to the reasonable satisfaction of the
      Board (or in default of proof, on such indemnity as the Board may deem
      adequate, being given) a new Certificate in lieu thereof may be given to
      the persons entitled to such lost or destroyed Certificate free of charge
      (save as regards any payment pursuant to any such
    indemnity).

              


      

       

      
        	
                8.2  

              	
                An
      entry as to the issue of the new Certificate and indemnity (if any) shall
      be made in the Register.

              


      

       

      
        	
                9.  

              	
                Notices

              


      

       

      
        	
                9.1  

              	
                Any
      notice or other document (including a Certificate) may be given or sent to
      any Warrantholder by sending the same by post in a pre-paid envelope
      addressed to such Warrantholder to his registered
  address.

              


      

       

      
        	
                9.2  

              	
                In
      the case of joint holders a notice given to the Warrantholder whose name
      stands first in the Register in respect of such Warrants shall be
      sufficient notice to all joint
holders.

              


      

       

      
        	
                9.3  

              	
                Notice
      may be given to the persons entitled to any Warrant in consequence of the
      death or bankruptcy of any Warrantholder by sending the same by post in a
      pre-paid envelope addressed to them or the representative or trustee of
      such holder at the address supplied for the purpose by such person or
      (until such address is supplied) by giving notice in the manner in which
      it would have been given if the death or bankruptcy had not
      occurred.

              


      

       

      
        	
                9.4  

              	
                Any
      notice required to be given to the Company hereunder may be given either
      personally or by sending it by post to the registered office of the
      Company (with a copy of the same to be forwarded to c/o Henderson &
      Koplik, The Graybar Building, 420 Lexington Avenue, Suite 2831, New York,
      NY 10170, United States of
America).

              


      

       

      
        	
                9.5  

              	
                Any
      notice given or document sent by post shall be deemed to be served or
      received at the expiration of five Business Days after the time when it is
      posted.  In proving such service or receipt it shall be
      sufficient to prove that the envelope containing the notice or document
      was properly addressed, stamped and
posted.

              


      

       

      
        	
                9.6  

              	
                Any
      person who by operation of law, transmission or other means whatsoever
      shall become entitled to any Warrant shall be bound by every notice in
      respect of such Warrant which prior to his name and address being entered
      on the Register shall be duly given to the person from whom he derives his
      title to such Warrant.

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                10.  

              	
                General

              


      

       

      
        	
                10.1  

              	
                The
      Company shall keep available for issue sufficient authorised but unissued
      share capital to satisfy in full all Subscription Rights remaining
      exercisable.

              


      

       

      
        	
                10.2  

              	
                If
      at any time whilst the Subscription Rights remain capable of being
      exercised an offer or invitation is made to all shareholders of the
      Company (or all such shareholders other than the offeror and/or any
      company controlled by the offeror and/or persons acting in concert with
      the offeror) to acquire the whole or any part of the issued share capital
      of the Company and the Company becomes aware that as a result of such
      offer or invitation the right to cast a majority of votes which may
      ordinarily be cast at a meeting of shareholders of the Company has become
      vested in the offeror and/or such persons or companies as aforesaid, the
      Company shall, so far as it is able, procure that a like offer or
      invitation is made or extended at the same time to each Warrantholder as
      if the Warrants had been exercised in full and as if the Common Shares
      issued pursuant to such exercise had been issued immediately prior to the
      record date for such an offer or
invitation.

              


      

       

      
        	
                10.3  

              	
                The
      Company shall send to the Warrantholders a copy of every document sent to
      the holders of its Common Shares at the same time as it is sent to such
      holders.

              


      

       

      
        	
                11.  

              	
                Transfer

              


      

       

      Each
Warrant will be registered and will be transferable by instrument of transfer in
any usual or common form.  The provisions governing transfer of Common
Shares in the By-Laws of the Company shall apply to the transfer of
Warrants.  When a Warrantholder transfers part only of its holding of
the Warrants the old Certificate shall be cancelled and a new Certificate for
the balance of such Warrants issued without charge.  No beneficial
interest in any Warrant shall be disposed of without the presentation for
registration of a transfer and Certificate in respect of such Warrant in
accordance with this Instrument.

       

      
        	
                12.  

              	
                Register

              


      

       

      The
Company shall keep the Register at its registered office or such other office at
which the register of shareholders of the Company is maintained in which shall
be entered:-

       

      
        	
                12.1  

              	
                the
      names and addresses of the holders for the time being of the
      Warrants;

              


      

       

      
        	
                12.2  

              	
                the
      number of Warrants held by every
Warrantholder;

              


      

       

      
        	
                12.3  

              	
                the
      date upon which the name of every such registered holder is entered in
      respect of the Warrants standing in his
name;

              


      

       

      
        	
                12.4  

              	
                the
      serial number of each Certificate issued and the date of issue
      thereof.

              


      

       

      
        	
                13.  

              	
                Governing
      Law

              


      

       

      This
Instrument shall be subject to and governed by Marshall Islands
law.  The courts of the Republic of the Marshall Islands shall have
non-exclusive jurisdiction in relation to any dispute arising under this
Instrument.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        	Signed by [insert
      name of Director]	)	 	 
	for and on behalf
      of   	)	 	 
	GEO GENESIS GROUP,
      LIMITED 	)	 	 


      

       

       

      
 

                              

      SCHEDULE
1

       

      GEO
GENESIS GROUP, LIMITED

      Registered
in the Republic of the Marshall Islands

      No:
23087

      


       

      WARRANT
CERTIFICATE

       

      


       

      WARRANT
REPRESENTING SUBSCRIPTION RIGHTS

      FOR
COMMON SHARES OF US$0.0001 EACH (“COMMON SHARES”)

      IN
GEO GENESIS GROUP, LIMITED (THE “COMPANY”)

       

      This is
to certify that ________________ of _______________________________________ is
the registered holder of _______________ Warrants which entitle the holder to
subscribe for Common Shares of US$0.0001 each in the capital of the Company
subject to the Articles of Incorporation and the By-Laws of the Company and to
the terms of the Warrant Instrument dated ● 2008.  The holder shall be
entitled to subscribe for Common Shares upon exercise of the Warrants at a price
of 42.5 pence per Common Share (subject to adjustment under the said
Instrument), but may exercise the Warrants in whole or in part and from time to
time.

       

      Dated October
28th
2008

       

       

      
        
          	Signed by [insert
      name of Director]	)	 	 
	for and on behalf
      of   	)	 	 
	GEO GENESIS GROUP,
      LIMITED 	)	 	 


        

         

         

        

 

      

      No
transfer of any or all of the Subscription Rights represented by this Warrant
will be registered without the production of this Warrant or an indemnity
satisfactory to the Company.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE 2

       

      NOTICE
OF EXERCISE

       

      To:                      The
Directors

       

      GEO GENESIS GROUP, LIMITED
(the
“Company”)

       

      From:

       

      Date:                                       

       

      Part
A

       

      I/We, the
registered holder(s) of this Warrant hereby give notice of my/our wish to
exercise my/our Subscription Rights in respect of ______________(see note 2)
Common Shares of US$0.0001 each in the capital of the Company in accordance with
the particulars below.

       

      I/We
enclose a cheque or bankers’ draft drawn on a United Kingdom clearing bank in
the sum of £___________ being payment in full at a price of 42.5 pence per share
for the total number of Common Shares for which I/we wish to
subscribe.

       

      Part
B

       

      I/We
agree to accept the Common Shares to be allotted pursuant hereto subject to the
Articles of Incorporation and the By-Laws of the Company.  I/We desire
all of such Common Shares to be registered in my/our name(s) (or such nominee
identified below) and authorise the entry of my/our name(s) (or our nominee’s
name) in the register of shareholders in respect thereof.

       

      Part
C

       

      I/We
hereby authorise the despatch of the Certificate/CREST statement in respect of
the Common Shares to be allotted to me/us and a Warrant in my/our name(s) for
any balance of my/our Subscription Rights remaining exercisable by post at
my/our risk to the address shown above or if no address is given to the
registered address of the first named Holder.

       

      
      

       

      
        	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature(s) of
      registered holder(s)  	 	Date(s)	 


      

       

       

      
        
          
          

        

        
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      NOTES

       

      
        	
                1.

              	
                In
      the case of joint holdings, all holders must sign.  In the case
      of a corporation, this notice must be executed under its common seal or
      under the hand of some officer or attorney of the corporation duly
      authorised in that behalf.

              


      

       

      
        	
                2.

              	
                Please
      insert in Part A the number of Common Shares in respect of which the
      Subscription Rights are to be exercised.  If no number of Common
      Shares is inserted but the notice is otherwise duly complete, the notice
      will be deemed to relate to all the Common Shares for which this Warrant
      entitles the registered holder(s) to
subscribe.

              


      

       

      
        	
                3.

              	
                In
      order to exercise the Subscription Rights, the registered holder(s) must
      complete this notice of subscription and lodge it at the registered office
      of the Company (with a copy of the same to be forwarded to c/o Henderson
      & Koplik, The Graybar Building, 420 Lexington Avenue, Suite 2831, New
      York, NY 10170, United States of America) accompanied by a remittance for
      the Subscription Price of the Common Shares in respect of which the
      Subscription Rights are being exercised in accordance with the Warrant
      Instrument.  The rights are subject to adjustment as set out in
      the Warrant Instrument and completion and lodgement of this notice will in
      that event be deemed to be an exercise of the rights as so
      adjusted.

              


      

       

       

       

       

       

      
 

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