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Audit Committee Charter

The following Audit Committee
Charter was adopted by the Audit Committee of the Board of Directors and the
Board of Directors of Geocom Resources Inc.(the Company):

1.  Members. The Board of Directors will appoint an
Audit Committee of at least three (3) members, consisting of a majority of
independent directors of the Board. The Audit Committee will designate one
member as chair. Independent means a director who meets the definition of
independence under the rules and regulations of the Securities and Exchange
Commission and the stock exchange or trading market upon which the Companys
shares are listed for trading, as determined by the Board of Directors.

At least one member of the Audit Committee must be financially
sophisticated and shall have past employment experience in finance or
accounting, requisite professional certification in accounting or other
financial experience or background, as determined by the Board of Directors.
Each other member of the Audit Committee must be financially literate and be
able to read and understand fundamental financial statements, including a
balance sheet, income statement and cash flow statement, as determined by the
Board of Directors. Members of the Audit Committee may receive fees from the
Company as permitted by rules of the Securities and Exchange Commission and the
stock exchange or trading market upon which the Companys shares are listed for
trading. Each appointed member of the Audit Committee shall be subject to annual
reconfirmation and may be removed by the Board of Directors at any time.

2. Purposes, Duties, and Responsibilities. The Audit
Committee represents the Board of Directors in discharging its responsibility
relating to the accounting, reporting and financial practices of the Company and
its subsidiaries, and has general responsibility for oversight of internal
controls, accounting and audit activities and legal compliance of the Company
and its subsidiaries. However, the Audit Committees function is one of
oversight only and shall not relieve the Companys management of its
responsibilities for preparing financial statements which accurately and fairly
present the Companys financial results and conditions or the responsibilities
of the independent accountants relating to the audit or review of financial
statements. Specifically, the Audit Committee will:

| | (a) | Have the authority with respect to the appointment,
      retention or discharge of the independent public accountants as auditors
      of the Company who perform the annual audit in accordance with applicable
      securities laws, which accountants shall be ultimately accountable to the
      Board of Directors through the Audit Committee.
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| |     |                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Review with the independent accountants the scope of the
      audit and the results of the annual audit examination by the independent
      accountants and any reports of the independent accountants with respect to
      reviews of interim financial statements.                                                                                 

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| | (c) | Review information, including written statements from the
      independent accountants, concerning any relationships between the auditors
      and the Company or any other relationships that may adversely affect the
      independence of the auditors and assess the independence of the outside
      auditor.                                                                                                                                      
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | Review and discuss with management and the independent
      auditors the Companys annual audited financial statements, including a
      discussion with the auditors of their judgments as to the quality of the
      Companys accounting principles.                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | Review the services to be provided by the independent
      auditors to assure that the independent auditors do not undertake any
      engagement for services for the Company that would constitute prohibited
      services under SEC rules or under the rules of any stock exchange or
      trading market on which the Companys shares are listed for trading, or
      could be viewed as compromising the auditors independence.                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | Review with management and the independent auditors the
      results of any significant matters identified as a result of the
      independent auditors interim review procedures prior to the filing of
      each Form l0-Q or as soon thereafter as possible. The Audit Committee
      Chair may perform this function on behalf of the Audit Committee, but the
      Audit Committee will endeavor to meet quarterly to review the Form
      10-Q.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Review the annual program for the Companys internal
      audits, if any, and review audit reports submitted by the internal
      auditing staff, if any.                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | Periodically review the adequacy of the Companys
      internal controls.                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | Review changes in the accounting policies of the Company
      and accounting and financial reporting proposals that are provided by the
      independent accountants that may have a significant impact on the
      Companys financial reports, and make comments on the foregoing to the
      Board of Directors.                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | Oversee and review annually the Companys Code of
      Business Conduct and Ethics and Compliance Program.                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | Periodically Review the adequacy of the Audit Committee
      Charter.                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | Make reports and recommendations to the Board of
      Directors within the scope of its functions.                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | Approve material contracts where the Board of Directors
      determines that it has a conflict.                                                                                                                                                                                                                                                                                                                                                            

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| | (n) | Establish procedures for receipt, retention and treatment
      of complaints received by the company regarding the audit or accounting
      matters.                                                                                                                                          
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| |     |                                                                                                                                                                                                                                                                                                 
| | (o) | Where unanimously considered necessary by the Audit
      Committee, engage independent counsel and/or other advisors at the
      Companys expense to advise on material issues affecting the Company,
      which the Audit Committee considers are not appropriate for the full
      board.
| |     |                                                                                                                                                                                                                                                                                                 
| | (p) | Satisfy itself that management put into place procedures
      that facilitate compliance with the Disclosure and Financial Reporting
      Controls provisions of applicable securities laws and
regulation.                                                                                   
| |     |                                                                                                                                                                                                                                                                                                 
| | (q) | Review all loans to officers.                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                 
| | (r) | Review and monitor all related party transactions which
      may be entered into by the Company as required by rules of the Stock
      exchange or trading market upon which the Companys shares are listed for
      trading.                                                               

3. Meetings. The Audit Committee will, where possible,
meet on a regular basis at least once every quarter, and will hold special
meetings as it deems necessary or appropriate in its judgment. However, the
Audit Committee may meet at any time that the independent accountants believe
that communication to the Committee is required. Meetings may be held in person
or telephonically, and shall be at such times and places as the Audit Committee
determines. As it deems appropriate, but not less than once each year, the Audit
Committee will meet in private session with the independent accountants. The
majority of the members of the Audit Committee constitute a quorum and shall be
empowered to act on behalf of the Audit Committee.

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