STATE
OF WASHINGTON

     

    CERTIFICATE
OF DESIGNATIONS

    OF

    RIGHTS
AND PREFERENCES

    OF

    SERIES
G CONVERTIBLE PREFERRED STOCK

     

    Pursuant
to Title 23B of the Washington Business Corporation Act (the “WBCA”), the undersigned
corporation hereby executes the following Certificate of
Designations:

     

    FIRST:
The name of the Corporation is Geos Communications, Inc., a Washington
corporation.

     

    SECOND:
The Corporation is authorized to issue 500,000,000 shares of common stock, no
par value per share, and 5,000,000 shares of preferred stock, no par value per
share.

     

    THIRD:
The Certificate of Designations of Rights and Preferences of Series G
Convertible Preferred Stock is attached hereto as Exhibit A (the “Certificate of
Designations”).   The Certificate of Designations was
adopted and approved by the Board of Directors of the Corporation at a meeting
held on February 12, 2010.  No shareholder action was
required.

     

    FOURTH:
This Certificate of Designations does not call for an increase or decrease in
the total number of shares of preferred stock authorized in the Corporation’s
Articles of Incorporation.

     

    IN
WITNESS WHEREOF, said Corporation has caused this Certificate of Designations to
be signed by a duly authorized officer, this 16th day of February,
2010.

     

    
      
        
          	 
      	
                  GEOS
      COMMUNICATIONS, INC.

                
	 	 
	 
      	
                  By:

                	
                  /s/ Christopher
  Miltenberger

                
	 
      	 
      	
                   Christopher
      Miltenberger

                
	 
      	 
      	
                   President
      and Chief Operating
Officer

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CERTIFICATE
OF DESIGNATIONS

    OF

    RIGHTS
AND PREFERENCES

    OF

    PREFERRED
STOCK SERIES G

    GEOS
COMMUNICATIONS, INC.

     

    February
16, 2010

     

    (1)           Designation and
Dividends.

     

    (a)           Designation.  Geos
Communications, Inc. (the “Company”), pursuant to the
resolutions of its Board of Directors (the “Board of Directors”) adopted
as of February 12, 2010, creates and designates Twenty Thousand (20,000) shares
of the Company’s previously authorized preferred stock, no par value per share,
as Preferred Stock Series G (the “Series G Preferred
Shares”). The voting power,
designations, preferences and rights of the Series G Preferred Shares are as set
forth below.

     

    (b)           Dividends.  The
holders of the Series G Preferred Shares shall be entitled to receive dividends
(“Dividends”) payable on
the Stated Value (as defined below) of such Series G Preferred Share at the
Dividend Rate (as defined below), which shall be cumulative and shall accrue
daily from the Issuance Date (as defined below) and be due and payable on the
third (3rd)
anniversary of the Initial Issuance Date (the “Dividend Date”). The form of dividend
payments to each holder of the Series G Preferred Shares shall be made at the
election of the Company either in cash or shares of Common Stock (as defined
below) which shall be valued solely for such purpose at the Weighted Average
Price (as defined below) for the Twenty Day Period (as defined below)
immediately prior to the Dividend Date.

     

    (2)           Conversion of Series G
Preferred Shares.  Series G Preferred Shares shall be
convertible into shares of Common Stock on the terms and conditions set forth in
this Section
2.

     

    (a)           Certain Defined
Terms.  For purposes of this Certificate of Designations, the
following terms shall have the following meanings:

     

    (i)           “AMEX” means the American Stock
Exchange.

     

    (ii)         “Automatic Conversion Date”
means the Business Day following the last day of the Twenty Day Period during
which each Milestone is satisfied during each day of such Twenty Day Period.

     

    (iii)        “Bloomberg” means Bloomberg Financial
Markets.

     

    (iv)        “Business Day” means any day other than
Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law to remain closed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (v)          “Closing Bid Price” means, for the Common
Stock as of any date, the last closing bid price for such security on the
Principal Market as reported by Bloomberg, or if the Principal Market begins to
operate on an extended hours basis, and does not designate the closing bid
price, then the last bid price at 4:00:00 p.m., New York City Time, as reported
by Bloomberg, or if the foregoing do not apply, the last closing bid price of
such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg, or, if no closing bid price is
reported for such security by Bloomberg, the last closing trade price for such
security as reported by Bloomberg, or, if no last closing trade price is
reported for such security by Bloomberg, the average of the bid prices of any
market makers for such security as reported in the “pink sheets” by Pink Sheets
LLC (formerly the National Quotation Bureau, Inc.).  If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value determined in good faith by the Company.

     

    (vi)        “Common Stock” means the common
stock of the Company, no par value.

     

    (vii)       “Conversion Price” means, with respect to
the Series G Preferred Shares, as of any Conversion Date or other date of
determination, $0.50, subject to adjustment as provided herein.

     

    (viii)      “Dividend Rate” means prior to and
including the third (3rd)
anniversary of the Initial Issuance Date, 6.00% per annum.

     

    (ix)         “Initial Issuance Date” means the first date of
issuance of any of the Series G Preferred Shares.

     

    (x)          “Issuance
Date” means, with respect to each Series G
Preferred Share, the date of issuance of the applicable Series G Preferred
Share.

     

    (xi)         “Milestones” means (A) 180 days
have passed from the applicable Issuance Date; (B) the Common Stock underlying
the applicable Series G Preferred Share is available for sale under Rule 144 of
the Securities Act of 1933, as amended; (C) the Closing Bid Price of the Common
Stock is greater than $1.00, as adjusted for stock splits, stock dividends,
recapitalizations, combinations, reverse stock splits or other similar events)
for a Twenty Day Period, as determined in accordance with the Weighted Average
Price; and (D) the total volume of shares of Common Stock traded shall be in
excess of 500,000 shares, as adjusted for stock splits, stock dividends,
recapitalizations, combinations, reverse stock splits or other similar events)
for a Twenty Day Period; provided however, if condition (D) is not met, then the
amount of Series G Preferred Shares otherwise convertible shall be pro-rated to
the percentage of 500,000 shares traded during the Twenty Day Period immediately
prior to the Automatic Conversion Date.

     

    (xii)        “NYSE” means The New York Stock
Exchange.


    
      
         


      

      
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    (xiii)       “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.

     

    (xiv)       “Principal Market” means any of
the OTC Bulletin Board, AMEX, NYSE, the NASDAQ National Market or The NASDAQ
SmallCap Market.

     

    (xv)       “SEC” means the Securities and
Exchange Commission.

     

    (xvi)      “Stated Value” means
$1,000.

     

    (xvii)      “Twenty Day Period” means an
applicable twenty (20) consecutive trading days.

     

    (xviii)     “Weighted Average Price” means the dollar
volume-weighted average price for Common Stock on the Principal Market during
the period beginning at 9:30:01 a.m., New York City Time, and ending at 4:00:00
p.m., New York City Time, as reported by Bloomberg through its “Volume at Price”
function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York
City Time, and ending at 4:00:00 p.m., New York City Time, as reported by
Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such
security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.).  If the Weighted Average Price
cannot be calculated for such security on such date on any of the foregoing
bases, the Weighted Average Price of such security on such date shall be the
fair market value determined in good faith by the Company.  All such
determinations shall be appropriately adjusted for any stock dividend, stock
split or other similar transaction during such period.

     

    (b)           Holder’s Optional Conversion
Right; Automatic Conversion.

     

    (i)           Subject
to the provisions of Section 10, at any
time or times on or after the Issuance Date, any holder of Series G Preferred
Shares shall be entitled to convert any whole or fractional number of Series G
Preferred Shares into fully paid and nonassessable shares of Common Stock in
accordance with Section 2(d) at the
Conversion Rate (as defined below).

     

    (ii)         The
Company shall not issue any fraction of a share of Common Stock upon any
conversion.  All shares of Common Stock (including fractions thereof)
issuable upon conversion of more than one Series G Preferred Share by a holder
thereof shall be aggregated for purposes of determining whether the conversion
would result in the issuance of a fraction of a share of Common Stock. If, after
the aforementioned aggregation, the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a
share of Common Stock up to the nearest whole share.


    
      
         


      

      
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    (c)           Conversion.  The
number of shares of Common Stock issuable upon conversion of each Series G
Preferred Share pursuant to Section 2(b) shall be
determined according to the following formula (the “Conversion
Rate”):

     

    Stated
Value

    Conversion
Price

     

    (d)           Mechanics of
Conversion.  The conversion of Series G Preferred Shares shall
be conducted in the following manner:

     

    (i)           Holder’s Delivery
Requirements.  To convert Series G Preferred Shares into shares
of Common Stock on any date (the “Conversion Date”), the holder thereof shall
(A) transmit by facsimile (or otherwise deliver), for receipt on or prior to
11:59 p.m., New York City Time, on such date, a copy of a properly completed
notice of conversion executed by the registered holder of the Series G Preferred
Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and the
Company’s designated transfer agent (the “Transfer Agent”) and (B) if
required by Section
2(d)(vii), surrender to a common carrier for delivery to the Company as
soon as practicable following such date the original certificates representing
the Series G Preferred Shares being converted (the “Preferred Stock
Certificates”).

     

    (ii)         Company’s
Response.  Upon receipt by the Company of copy of a Conversion
Notice, the Company shall (I) as soon as practicable send, via facsimile, a
confirmation of receipt of such Conversion Notice to such holder and the
Transfer Agent, which confirmation shall constitute an instruction to the
Transfer Agent to process such Conversion Notice in accordance with the terms
hereof and (II) on or before the tenth (10th)
Business Day following the date of receipt by the Company of such Conversion
Notice, (A) issue and deliver to the address as specified in the Conversion
Notice, a certificate, registered in the name of the holder or its designee, for
the number of shares of Common Stock to which the holder shall be entitled, or
(B) provided the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, upon the request of the holder, credit such
aggregate number of shares of Common Stock to which the holder shall be entitled
to the holder’s or its designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system. If the number of Series G Preferred Shares
represented by the Preferred Stock Certificate(s) submitted for conversion is
greater than the number of Series G Preferred Shares being converted, then the
Company shall, as soon as practicable and in no event later than ten (10)
Business Days after receipt of the Preferred Stock Certificate(s) and at its own
expense, issue and deliver to the holder a new Preferred Stock Certificate
representing the number of Series G Preferred Shares not
converted.


    
      
         


      

      
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    (iii)        Dispute
Resolution.  In the case of a dispute as to the determination
of the arithmetic calculation of the Conversion Rate, the Company shall instruct
the Transfer Agent to issue to the holder the number of shares of Common Stock
that is not disputed and shall transmit an explanation of the disputed
arithmetic calculations to the holder via facsimile within two (2) Business Days
of receipt of such holder’s Conversion Notice or other date of
determination.  If such holder and the Company are unable to agree
upon the determination of the arithmetic calculation of the Conversion Rate
within two (2) Business Days of such disputed arithmetic calculation being
transmitted to the holder, then the Company shall within one (1) Business Day
submit via facsimile the disputed arithmetic calculation of the Conversion Rate
to the Company’s independent, outside accountant. The Company shall cause, at
the Company’s expense, the accountant to perform the calculations and notify the
Company and the holder of the results no later than two (2) Business Days from
the time it receives the disputed calculations. Such accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent
error.

     

    (iv)        Record
Holder.  The Person or Persons entitled to receive the shares
of Common Stock issuable upon a conversion of Series G Preferred Shares shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on the Conversion Date.

     

    (v)         Pro Rata
Conversion.  Subject to Section 10, in the
event the Company receives a Conversion Notice from more than one holder of
Series G Preferred Shares for the same Conversion Date and the Company can
convert some, but not all, of such Series G Preferred Shares, the Company shall
convert from each holder of Series G Preferred Shares electing to have Series G
Preferred Shares converted at such time a pro rata amount of such holder’s
Series G Preferred Shares submitted for conversion based on the number of Series
G Preferred Shares submitted for conversion on such date by such holder relative
to the number of Series G Preferred Shares submitted for conversion on such
date.

     

    (vi)        Automatic
Conversion.

     

    (A)           If
at any time each of the Milestones is met for a Twenty Day Period, then each
Series G Preferred Share then outstanding (or such lesser amount as provided in
(B) below) shall, in accordance with this Section, automatically convert into
Common Stock at the Conversion Rate on the Automatic Conversion Date, without
the holder of such Series G Preferred Share being required to give a Conversion
Notice (a “Milestone
Conversion”).

     

    (B)           In
the event of a Milestone Conversion, the outstanding Series G Preferred Shares
(or the pro-rated portion of those shares available for conversion in the event
less than 500,000 shares of Common Stock trade during the Twenty Day Period, as
adjusted for stock splits, stock dividends, recapitalizations, combinations,
reverse stock splits or other similar events) shall automatically convert into
shares of Common Stock on the Automatic Conversion Date as if the holder of the
Series G Preferred Shares had delivered a Conversion Notice with respect to the
Series G Preferred Shares.  Upon the Milestone Conversion, the Company
shall deliver written notice to each holder of Series G Preferred Shares
outstanding on such date, which shall specify the
aggregate principal amount of the Series G Preferred Shares converted and the
holder’s pro rata principal amount of such aggregate minus any principal amount
the holder actually converted during the Twenty Day Period prior to the
Automatic Conversion Date.  Promptly following the Automatic
Conversion Date, all holders of Series G Preferred Shares shall surrender all
Preferred Stock Certificates representing such Series G Preferred Shares, duly
endorsed for cancellation, to the Company.


    
      
         


      

      
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    (vii)       Redemption by the
Company.  At any time on or after the third (3rd)
anniversary of the Initial Issuance Date, upon the written request of any holder
(which written request shall contain certificates for the Series G Preferred
Shares to be redeemed) (the “Redemption Notice”), the
Company shall redeem all of the outstanding Series G Preferred Shares requested
to be redeemed by such holder (an “Optional Redemption”) for an
amount in cash per Series G Preferred Share equal to $1,000 plus any accrued but
unpaid dividends thereon (the “Redemption Price”). Within twenty (20) days
following the Company’s receipt of a Redemption Notice, the Company shall pay to
such requesting holder the Redemption Price for the Series G Preferred Shares
being redeemed, by wire transfer of immediately available funds to an account
designated in writing by such holder.

     

    (viii)      Book-Entry.  Unless
otherwise specifically required herein, upon conversion of Series G Preferred
Shares in accordance with the terms hereof, the holder thereof shall not be
required to physically surrender the certificate representing the Series G
Preferred Shares to the Company unless the full or remaining number of Series G
Preferred Shares represented by the certificate are being converted. The holder
and the Company shall maintain records showing the number of Series G Preferred
Shares so converted and the dates of such conversions or shall use such other
method, reasonably satisfactory to the holder and the Company, so as not to
require physical surrender of the certificate representing the Series G
Preferred Shares upon each such conversion. In the event of any dispute or
discrepancy, such records of the Company establishing the number of Series G
Preferred Shares to which the record holder is entitled shall be controlling and
determinative in the absence of manifest error. Notwithstanding the foregoing,
if Series G Preferred Shares represented by a certificate are converted as
aforesaid, the holder may not transfer the certificate representing the Series G
Preferred Shares unless the holder first physically surrenders the certificate
representing the Series G Preferred Shares to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the holder a new certificate
of like tenor, registered as the holder may request, representing in the
aggregate the remaining number of Series G Preferred Shares represented by such
certificate. The holder and any assignee, by acceptance of a certificate,
acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of any Series G Preferred Shares, the number of Series G
Preferred Shares represented by such certificate may be less than the number of
Series G Preferred Shares stated on the face thereof. Each certificate for
Series G Preferred Shares shall bear the following legend:

     

    ANY
TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE
COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES
REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(d)(viii) THEREOF. THE
NUMBER OF PREFERRED SHARES REPRESENTED BY
THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE
FACE HEREOF PURSUANT TO SECTION 2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS
RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS
CERTIFICATE.


    
      
         


      

      
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    (e)           Taxes.  The
Company shall pay any and all documentary, stamp, transfer (but only in respect
of the registered holder thereof) and other similar taxes that may be payable
with respect to the issuance and delivery of Common Stock upon the conversion of
Series G Preferred Shares.

     

    (f)           Adjustments to Conversion
Price.  The Conversion Price will be subject to adjustment from
time to time as provided in this Section
2(f).

     

    (i)           Adjustment of Standard
Conversion Price Upon Subdivision or Combination of Common
Stock.  If the Company at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Company at any time combines (by combination, reverse stock split or otherwise)
its outstanding shares of Common Stock into a smaller number of shares and the
Conversion Price in effect immediately prior to such combination will be
proportionately increased.

     

    (ii)         Other Events. If any
event occurs of the type contemplated by the provisions of this Section 2(f) but not
expressly provided for by such provisions, then the Board of Directors will make
an appropriate adjustment in the Conversion Price so as to protect the rights of
the holders of the Series G Preferred Shares; provided that no such adjustment
will increase the Conversion Price as otherwise determined pursuant to this
Section
2(f).

     

    (iii)        Notices.

     

    (A)           Promptly
upon any adjustment of the Conversion Price pursuant to this Section 2(f), the
Company will give written notice thereof to each holder of Series G Preferred
Shares, setting forth in reasonable detail, and certifying, the calculation of
such adjustment. In the case of a dispute as to the determination of such
adjustment, then such dispute shall be resolved in accordance with the
procedures set forth in Section
2(d)(iii).

     

    (B)           The
Company will give written notice to each holder of Series G Preferred Shares at
least ten (10) Business Days prior to the date on which the Company closes its
books or takes a record (I) with respect to any dividend or distribution upon
the Common Stock and (II) for determining rights to vote with respect to any
Organic Change (as defined in Section 3(a)),
dissolution or liquidation, provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.


    
      
         


      

      
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    (C)           The
Company will also give written notice to each holder of Series G Preferred
Shares at least ten (10) Business Days prior to the date on which any Organic
Change, dissolution or liquidation will take place, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.

     

    (3)           Reorganization,
Reclassification, Consolidation, Merger or Sale.  Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company’s assets to another Person or other
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as “Organic
Change.” Prior to the
consummation of any (i) sale of all or substantially all of the Company’s
assets to an
acquiring Person or (ii) other Organic Change following which the Company is not
a surviving entity, the Company will secure from the Person purchasing such
assets or the successor, or, if applicable, the parent of the successor,
resulting from such Organic Change (in each case, the “Acquiring Entity”) a written
agreement (in form and substance reasonably satisfactory to the holders of at
least two-thirds of the Series G Preferred Shares then outstanding) to deliver
to each holder of Series G Preferred Shares in exchange for such shares, a
security of the Acquiring Entity evidenced by a written instrument substantially
similar in form and substance to the Series G Preferred Shares, including,
without limitation, having a stated value and liquidation preference equal to
the Stated Value and the liquidation preference of the Series G Preferred Shares
held by such holder (except that such security may be pari passu, with but not
junior to, any capital stock of such Acquiring Entity). Prior to the
consummation of any other Organic Change not governed by the preceding sentence,
the Company shall make appropriate provision to insure that each of the holders
of the Series G Preferred Shares will thereafter have the right to acquire and
receive in lieu of or in addition to (as the case may be) the shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such holder’s Series G Preferred Shares such shares of stock, securities or
assets that would have been issued or payable in such Organic Change with
respect to or in exchange for the number of shares of Common Stock which would
have been acquirable and receivable upon the conversion of such holder’s Series
G Preferred Shares as of the date of such Organic Change (without taking into
account any limitations or restrictions on the convertibility of the Series G
Preferred Shares).

     

    (4)           Reservation of
Shares.  The Company shall, so long as any of the Series G
Preferred Shares are outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of effecting the conversions of the Series G Preferred Shares, such
number of shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all of the Series G Preferred Shares then outstanding.
The initial number of shares of Common Stock reserved for conversions of the
Series G Preferred Shares and each increase in the number of shares so reserved
shall be allocated pro rata among the holders of the Series G Preferred Shares
based on the number of Series G Preferred Shares held by each holder at the time
of issuance of the Series G Preferred Shares or increase in the number of
reserved shares, as the case may be. In the event a holder shall sell or
otherwise transfer any of such holder’s Series G Preferred Shares, each
transferee shall be allocated a pro rata portion of the number of reserved
shares of Common Stock reserved for such transferor. Any shares of Common Stock
reserved and allocated to any Person which ceases to hold any Series G Preferred
Shares shall be allocated to the remaining holders of Series G Preferred Shares,
pro rata based on the number of Series G Preferred Shares then held by such
holders.


    
      
         


      

      
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    (5)           Voting
Rights.  Except as otherwise provided in this Certificate of
Designations, each holder of Series G Preferred Shares shall be entitled to vote
on all matters submitted for a vote of the holders of Common Stock a number of
votes equal to the number of full shares of Common Stock into which such
holder’s shares of Series G Preferred Shares could then be converted pursuant to
the provisions of Section 2(c)
(regardless of whether or not such shares could legally be converted at such
time), such number to be determined as of the record date for the determination
of holders of Common Stock entitled to vote on any such matter, or, if no record
date is fixed, then the record date for determination of holders of Series G
Preferred Shares entitled to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which such meeting is
held.  Except as otherwise required in this Certificate of Designation
or by the WBCA, the holders of the Series G Preferred Shares shall vote with the
holders of outstanding Common Stock and any other preferred shares entitled to
vote on any such matter, and not as a separate class or series.

     

    (6)           Liquidation, Dissolution
Winding-Up. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of the Series G Preferred
Shares shall be entitled to receive in cash out of the assets of the Company,
whether from capital or from earnings available for distribution to its
shareholders (the “Liquidation
Funds”), before any amount shall
be paid to the holders of any of the capital stock of the Company of any class
junior in rank to the Series G Preferred Shares in respect of the preferences as
to distributions and payments on the liquidation, dissolution and winding up of
the Company, an amount per Series G Preferred Share equal to the Stated Value;
provided that, if the Liquidation Funds are insufficient to pay the full amount
due to the holders of Series G Preferred Shares and holders of shares of other
classes or series of preferred stock of the Company that are of equal rank with
the Series G Preferred Shares as to payments of Liquidation Funds (the “Pari Passu Shares”), then each
holder of Series G Preferred Shares and Pari Passu Shares shall receive a
percentage of the Liquidation Funds equal to the full amount of Liquidation
Funds payable to such holder as a liquidation preference, in accordance with
their respective Certificate of Designations, Preferences and Rights, as a
percentage of the full amount of Liquidation Funds payable to all holders of
Series G Preferred Shares and Pari Passu Shares. The purchase or redemption by
the Company of stock of any class, in any manner permitted by law, shall not,
for the purposes hereof, be regarded as a liquidation, dissolution or winding up
of the Company. Neither the consolidation or merger of the Company with or into
any other Person, nor the sale or transfer by the Company of less than
substantially all of its assets, shall, for the purposes hereof, be deemed to be
a liquidation, dissolution or winding up of the Company.

     

    (7)           Preferred
Rank.  Other than the Company’s Series F Preferred Shares,
which shall rank pari passu with the Series G Preferred Shares, and any other
securities of the Company designated by the Company as ranking senior or pari
passu with the Series G Preferred Shares, all shares of Common Stock and any
other equity securities of the Company shall be of junior rank to all Series G
Preferred Shares with respect to the preferences as to dividends, distributions
and payments upon the liquidation, dissolution and winding up of the Company.
The rights of the shares of Common Stock and other equity securities of the
Company shall be
subject to the preferences and relative rights of the Series G Preferred
Shares.  In the event of the merger or consolidation of the Company
with or into another corporation, the Series G Preferred Shares shall maintain
their relative powers, designations and preferences provided for herein and no
merger shall result which is inconsistent therewith.


    
      
         


      

      
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    (8)           Vote to Change the Terms of
or Issue Series G Preferred Shares.  The affirmative vote at a
meeting duly called for such purpose or the written consent without a meeting of
the holders of not less than a majority of the Series G Preferred Shares then
outstanding shall be required for any change to this Certificate of Designations
or the Company’s Articles of Incorporation which would amend, alter, change or
repeal any of the powers, designations, preferences and rights of the Series G
Preferred Shares, whether by merger, consolidation or otherwise.

     

    (9)           Lost or Stolen
Certificates.  Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Preferred Stock Certificates representing the Series G
Preferred Shares, and, in the case of loss, theft or destruction, of an
indemnification undertaking by the holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of the Preferred
Stock Certificate(s), the Company shall execute and deliver new preferred stock
certificate (s) of like tenor and date; provided, however, the Company shall not
be obligated to re-issue preferred stock certificates if the holder
contemporaneously requests the Company to convert such Series G Preferred Shares
into Common Stock.

     

    (10)        Remedies
Characterizations.  The remedies provided in this Certificate
of Designations shall be cumulative and in addition to all other remedies
available under this Certificate of Designations, at law or in equity (including
a decree of specific performance and/or other injunctive relief). No remedy
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy. Nothing herein shall limit a holder’s right to
pursue actual damages for any failure by the Company to comply with the terms of
this Certificate of Designations. The Company covenants to each holder of Series
G Preferred Shares that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the holder thereof
and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof). The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
the holders of the Series G Preferred Shares and that the remedy at law for any
such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the holders of the Series G Preferred
Shares shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

     

    (11)        Construction.  This
Certificate of Designations shall be deemed to be jointly drafted by the Company
and all holders of Series G Preferred Shares and shall not be construed against
any Person as the drafter hereof.

     

    (12)        Failure or Indulgence not
Waiver.  No failure or delay on the part of a holder of Series
G Preferred Shares in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (13)        Notice.  Whenever
notice is required to be given under this Certificate of Designations, unless
otherwise provided herein, such notice shall be deemed to be sufficiently given
for all purposes by being sent as registered or certified mail, return receipt
requested, postage prepaid, in the case of the Company to its then current
principal place of business and to a holder of Series G Preferred Shares to the
address for such holder as set forth in the books and records of the
Company.  Such notice shall be deemed received on the third business
day following the date on which it is so mailed.

     

    (14)        Transfer of Series G
Preferred Shares.  The Series G Preferred Shares may not be
transferred except in a transaction which is in compliance with the Securities Act of 1933, as
amended (the “Securities
Act”) and any applicable state or other securities laws (“State Acts”).  It
shall be a condition to any transfer of the Series G Preferred Shares that the
Company shall be furnished with an opinion of counsel, which counsel and opinion
shall be reasonably satisfactory to the Company, to the effect that the proposed
transfer would be in compliance with the Securities Act and State
Acts.

     

    (15)        Series G Preferred Shares
Register.  The Company shall maintain at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the holders of the Series G Preferred Shares), a register
for the Series G Preferred Shares, in which the Company shall record the name
and address of the Persons in whose name the Series G Preferred Shares have been
issued, as well as the name and address of each transferee. The Company may
treat the Person in whose name any Series G Preferred Share is registered on the
register as the owner and holder thereof for all purposes, notwithstanding any
notice to the contrary, but in all events recognizing any properly made
transfers.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT
I

    GEOS
COMMUNICATIONS, INC. CONVERSION NOTICE

     

    Reference
is made to the Certificate of Designation of Rights and Preferences of Preferred
Stock Series G of Geos Communications, Inc. (the “Certificate of
Designations”). In accordance with and
pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of
shares of Preferred Stock Series G, no par value per share (the “Series G Preferred
Shares”), of
Geos Communications, Inc., a Washington
corporation (the “Company”), indicated below into
shares of Common Stock, no par value per share (the “Common Stock”), of the Company, as of
the date specified below.

     

    
      
        
          
            
              
                
                  	
                          Date
      of Conversion:

                        	 
      


                

              

            

          

        

      

    

     

    
      
        
          
            
              	
                      Number
      of Series G Preferred Shares to be converted:

                    	 
      


            

          

        

      

    

     

    
      
        
          
            
              	
                      Stock
      certificate no(s). of Series G Preferred Shares to be
      converted:

                    	 
      


            

          

        

      

    

     

    
      
        
          
            
              
                	
                        Tax
      ID Number (If applicable):

                      	 
      


              

            

          

        

      

    

     

    
      
        
          
            
              	
                      Please
      confirm the following information:

                    	 
      


            

          

        

      

    

     

    
      
        
          
            
              	
                      Conversion
      Price:

                    	 
      


            

          

        

      

    

     

    
      
        
          
            
              	
                      Number
      of shares of Common Stock to be issued:

                    	 
      


            

          

        

      

    

     

    Please
issue the Common Stock into which the Series G Preferred Shares are being
converted in the following name and to the following address:

     

    
      
        
          
            	
                    Issue
      to:

                  	 
      


          

        

      

    

     

    
      
        
          
            	
                    Address:

                  	 
      


          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          Telephone
      Number:

                        	 
      


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                	
                        Facsimile
      Number:

                      	 
      


              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          Authorization:

                        	 
      


                

              

            

          

        

      

    

     

    
      
        
          	
                  By:

                	 
      


        

      

    

     

    
      
        
          	
                  Title:

                	 
      


        

      

    

     

    
      
        
          	
                  Dated:

                	 
      


        

      

    

     

    
      
        
          
            	
                    Account
      Number (if electronic book entry transfer):

                  	 
      


          

        

      

    

     

    
      
        
          
            	
                    Transaction
      Code Number (if electronic book entry transfer):

                  	 
      


          

        

      

    


    
      
         


      

      
        I-1

        
          

        

      

      
         


      

    


    [NOTE
TO HOLDER - THIS FORM MUST BE SENT CONCURRENTLY TO TRANSFER AGENT]

     

    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges this Conversion Notice and hereby directs
Continental Stock Transfer & Trust Company to issue the above indicated
number of shares of Common Stock.

     

    
      
        
          
            	 
      	
                    GEOS
      COMMUNICATIONS, INC.

                  
	 	 
	 
      	
                    By;

                  	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    


    
      
         


      

      
        I-2