EXECUTIVE EMPLOYMENT AGREEMENT

The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly-traded on the Toronto Stock Exchange (TSX) ;

The Company through various subsidiaries is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon ;

The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business ;

The Executive has gained considerable and valuable experience carrying out all the duties and responsibilities of the Corporate Secretary and provides executive and hands-on management expertise while adding substantial value during many phases of corporate development, and the Executive has been an executive officer of the Company since December 2006; an d

The Company desires to retain the Executive now as an executive officer of the Company and of Geovic Ltd. and as a full-time employee of Geovic Ltd., and the Executive desires to continue her work in such capacities, all pursuant to the terms and conditions hereinafter set forth .

Appointment, Duties and Term of Employment.

Job Description. Geovic Ltd., now the Company’s 100%-owned subsidiary, initially employed the Executive as Executive Assistant, effective July 1, 2000. Subsequently, Executive was appointed Corporate Secretary of Geovic Ltd. on February 10, 2004, and has served as Corporate Secretary of the Company since December 2006. Executive has performed the job functions of the Corporate Secretary in an admirable and effective manner and is expected to continue to perform her duties in this manner. Subject to the powers, authorities and responsibilities vested in the Board of Directors (the “Board”) of the Company, the Executive shall have the responsibility and authority vested in the By-laws of Geovic Ltd. and the Company for the Corporate Secretary position. The Executive shall also perform such other administrative duties for Geovic Ltd. and the Company and its other subsidiaries and affiliates as may from time to time be authorized or directed by the Board and the Company’s executive management.

Appointment as Officer. At or prior to approval of this Agreement by the Board, the Executive shall be re-appointed as Corporate Secretary of the Company and shall be appointed a full-time employee and Corporate Secretary of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board.

Term. The Executive shall be employed in all such capacities for an employment term (“Term”) which shall be deemed to have commenced as of 01 January 2008 and ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth, except that, commencing 01 January 2008, the Term of this Agreement shall be automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.

The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the board on certain special matters if so requested. The Executive shall keep the CEO and Board well informed regarding Executive’s responsibilities and other Company or Geovic Ltd. matters and shall promptly respond to any reasonable requests by the CEO in this regard.

The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics.

The Executive shall be an Officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Corporate Secretary. The Executive shall provide her Services exclusively to the Company and its subsidiaries. However, this shall not preclude the Executive from participating in the affairs of any governmental, educational or charitable institution so long as such participation does not unreasonably interfere with the performance by the Executive of her duties hereunder. During the Term of this Agreement, the Executive agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the Company.

Consideration and expenses

During the Term of this Agreement, in consideration of the Executive’s services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive as follows:

A salary at a rate of $108,000 per year, effective 01 January 2008, payable monthly in arrears on the last working day of each month. The Executive’s performance and compensation package shall be reviewed annually by the CEO and by the Compensation Committee of the Board. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.

Executive has received, upon approval of the Compensation Committee of the Board and the Board, an initial grant of options to purchase up to 40,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Options in accordance with option compensation arrangements established by the Compensation Committee of the Board during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The Options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non- qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.

Executive shall be eligible to receive an annual cash incentive bonus in an amount up to twenty percent (20%) of Executive’s annual salary, pursuant to an outstanding appraisal of Executive’s performance by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.

The Company or Geovic Ltd. shall pay or reimburse to the Executive:

All costs reasonably and properly expended by her on behalf of the Company, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;

During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;

During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board;

Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $500/month, and once such a plan is adopted, Executive shall be entitled to full family coverage under the plan; and

Expenses for Executive’s personal vehicle use shall be at a rate of the greater of $0.465 per mile or the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;

Such payments or reimbursements shall be made within seven (7) days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.

The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to