Filed by Automated Filing Services Inc. (604) 609-0244 - Geocom Resources Inc. - Exhibit 10.3






SECURITIES PURCHASE AGREEMENT 

          This
Securities Purchase Agreement (this "Agreement") is dated as of November 10,
2007, by and between Geocom Resources Inc., a Nevada corporation (the
"Company"), and the Investors identified on the signature pages attached hereto
(each an "Investor" and collectively the "Investors").

          WHEREAS,
the Company and the Investors are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D ("Regulation D"), as promulgated by the U.S.
Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act"), subject to the terms and
conditions set forth in this Agreement; and 

          WHEREAS,
the Investors wish to purchase from the Company, and the Company wishes to sell
and issue to the Investors, upon the terms and conditions stated in this
Agreement, in the amounts set forth beneath such Investor's name on the
Investor's signature page, an aggregate of 1,250,000 units in the capital of the
Company (the "Units") at a price of $0.20 per Unit. Each Unit will consist of
one common share in the capital of the Company (each, a “Share”) and one common
share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant
shall be non-transferable and shall entitle the holder thereof to purchase one
share of common stock in the capital of the Company (each, a “Warrant Share”),
as presently constituted, for a period of one year commencing from the Closing
(as defined hereafter), at a price per Warrant Share of $0.25. The Company
intends to pursue a TSXV listing upon completion of this financing. Upon
completion of the listing, the Company intends to re-price the Warrants to
$0.20. 

          NOW
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and each Investor hereby agrees as follows:


ARTICLE 1 
DEFINITIONS 

1.1     Definitions 

          In
addition to the terms defined elsewhere in this Agreement, the following terms
have the meanings indicated in this Section 1.1: 

	 	(a) 	
      "Affiliate" means any Person that, directly or indirectly
      through one or more intermediaries, controls or is controlled by or is
      under common control with a Person, as such terms are used in and
      construed under Rule 144 under the Securities Act.

	 	 	 
	 	(b) 	
      "B.C. Act" means the Securities Act (British
      Columbia).

	 	 	 
	 	(c) 	
      "BCSC" means the British Columbia Securities
      Commission.

	 	 	 
	 	(d) 	
      "Clark Wilson LLP LLP" means the Company's
    attorneys.

	 	 	 
	 	(e) 	
      "Closing" means the closing of the purchase and sale of
      the Securities pursuant to Section 2.2 hereof.







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	 	(f) 	
      "Closing Date" shall have the meaning ascribed to such
      term in Section 2.3 hereof.

	 	 	 	 
	 	(g) 	
      "Control" means the possession, direct or indirect, of
      the power to direct or cause the direction of the management and policies
      of a Person, whether through the ownership of voting securities, by
      contract or otherwise.

	 	 	 	 
	 	(h) 	
      "Exchange Act" means the Securities Exchange Act of 1934,
      as amended.

	 	 	 	 
	 	(i) 	
      "GAAP" shall have the meaning ascribed to such term in
      Section 3.8 hereof.

	 	 	 	 
	 	(j) 	
      "Holder" or "Holders" means the holder or holders, as the
      case may be, from time to time of Registrable Securities.

	 	 	 	 
	 	(k) 	
      "Material Adverse Effect" means a material adverse effect
      on:

	 	 	 	 
	 		(i) 	
      the assets, liabilities, results of operations, condition
      (financial or otherwise), business or prospects of the Company and its
      Subsidiaries taken as a whole; or

	 	 	 	 
	 		(ii) 	
      the ability of the Company to issue and sell the
      Securities contemplated hereby and to perform its obligations under this
      Agreement.

	 	 	 	 
	 	(l) 	
      "OTCBB" means The National Association of Securities
      Dealers Inc.'s over-the-counter bulletin board.

	 	 	 	 
	 	(m) 	
      "Person" means an individual or corporation, partnership,
      trust, incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

	 	 	 	 
	 	(n) 	
      "Registrable Securities" means all of the Shares and any
      securities issued or issuable upon any stock split, dividend or other
      distribution recapitalization or similar event with respect to the
      foregoing.

	 	 	 	 
	 	(o) 	
      "Registration Statement" means the registration statement
      to be filed by the Company pursuant to Section 7.1 hereof.

	 	 	 	 
	 	(p) 	
      "Required Approvals" shall have the meaning ascribed to
      such term in Section 3.5 hereof.

	 	 	 	 
	 	(q) 	
      "SEC Reports" shall have the meaning ascribed to such
      term in Section 3.8 hereof.

	 	 	 	 
	 	(r) 	
      "Securities" means the Units.

	 	 	 	 
	 	(s) 	
      "Shares" means all the fully paid and non-assessable
      common shares in the capital stock of the Company.

	 	 	 	 
	 	(t) 	
      "Subscription Amount" means, as to each Investor, the
      amount to be paid for the Units hereunder, as set forth beneath such
      Investor's name on the Investor's signature page, in United States Dollars
      and in immediately available funds.

	 	 	 	 
	 	(u) 	
      "Subsidiary" means any subsidiary of the Company as set
      forth in the Company's SEC Reports.

	 	 	 	 
	 	(v) 	
      “TSXV” means the TSX Venture
Exchange.







- 3 - 

	 	(w) 	
      "Units" means one common Share of the Company and one
      warrant to purchase one common Share of the
Company.



ARTICLE 2 
PURCHASE AND SALE 

2.1     Purchase and Sale of the
Units 

          Subject
to the other terms and conditions of this Agreement, on the Closing Date, each
of the Investors shall severally, and not jointly, purchase, and the Company
shall sell and issue to the Investors, the Shares in the amount set forth
beneath such Investor's name on the Investor's signature page in exchange for
the Subscription Amount (reflecting a per Unit purchase price of $0.20) as
specified in Section 2.2 below. 

2.2     Closing 

	 	(a) 	
      Upon the terms and subject to the conditions set forth
      herein, concurrently with the execution and delivery of this Agreement by
      the parties hereto, each Investor shall deliver to the Company, via wire
      transfer or a certified check, immediately available funds equal to such
      Investor's Subscription Amount and shall simultaneously deliver or cause
      to be delivered this Agreement to the offices of the Company, duly
      executed by such Investor. The Company’s wiring instructions are available
      upon request.

	 	 	 	 
	 	(b) 	
      The Company, within three business days after the Closing
      Date, and after receipt of this Agreement executed by the Investor and
      receipt of the Subscription Amount for the Closing, shall deliver to each
      Investor the following via overnight delivery service:

	 	 	 	 
	 		(i) 	
      a stock certificate for the number of Shares subscribed,
      registered in the name of such Investor; and

	 	 	 	 
	 		(ii) 	
      this Agreement, duly executed by the Company.

	 	 	 	 
	 	(c) 	
      The Company may at any time prior to receipt of any
      subscription amount, in its sole discretion, terminate this offering of
      the Securities and accept or reject (in whole or in part) any Investor's
      subscription then in its receipt. In the event of such rejection, the
      Investor's payment (or, in the case of rejection of a portion of the
      Investor's subscription, the part of the payment relating to such rejected
      portion) will be returned promptly to the Investor, without
    interest.



2.3     Conditions To Closing 

          Upon
satisfaction or waiver by the party sought to be benefited thereby of the
conditions set forth in this Section 2.3, the Closing shall occur on or before
November 16 2007, at the offices of the Company or such other date as is
determined by the Company. The date that the Closing actually occurs shall be
known as the "Closing Date." 

	 	(a) 	
      All representations and warranties of the other party
      contained herein shall remain true and correct as of the Closing Date and
      all covenants of the other party shall have been performed if due prior to
      such date.







- 4 - 

	 	(b) 	
      There shall have been no Material Adverse Effect with
      respect to the Company since the date hereof.

	 	 	 
	 	(c) 	
      No stop order or suspension of trading shall have been
      imposed by the OTCBB, the SEC or any other governmental regulatory body
      with respect to the public trading in the Common
Stock.



ARTICLE 3 
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY 

          The
Company hereby makes the representations and warranties set forth below to each
Investor. 

3.1     Organization, Good Standing and
Qualification 

          Each of
the Company and its Subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority to carry on
its business as now conducted and to own its properties. Each of the Company and
its Subsidiaries is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction in which the conduct of its business or
its ownership or leasing of property makes such qualification or leasing
necessary unless the failure to so qualify has not and could not reasonably be
expected to have a Material Adverse Effect.

3.2     Authorization 

          The
Company has the requisite power and authority and has taken all requisite action
on the part of the Company, its officers, directors and stockholders necessary
for: 

	 	(a) 	
      the authorization, execution and delivery of this
      Agreement;

	 	 	 
	 	(b) 	
      authorization of the performance of all obligations of
      the Company hereunder or thereunder; and

	 	 	 
	 	(c) 	
      the authorization, issuance (or reservation for issuance)
      and delivery of the Securities. This Agreement constitutes legal, valid
      and binding obligations of the Company, enforceable against the Company in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability, relating to or affecting creditors' rights
  generally.



3.3     Capitalization 

          Schedule
3.3 sets forth: 

	 	(a) 	
      the authorized capital stock of the Company on the date
      hereof;

	 	 	 
	 	(b) 	
      the number of shares of capital stock issued and
      outstanding;

	 	 	 
	 	(c) 	
      the number of shares of capital stock issuable pursuant
      to the Company's stock plans; and







- 5 - 

	 	(d) 	
      the number of shares of capital stock issuable and
      reserved for issuance pursuant to securities (other than the Shares)
      exercisable for, or convertible into or exchangeable for any shares of
      capital stock of the Company.



          All of
the issued and outstanding shares of the Company's capital stock have been duly
authorized and validly issued and are fully paid, nonassessable and were issued
in full compliance with applicable law and any rights of third parties. Except
as disclosed on Schedule 3.3, no Person is entitled to preemptive or similar
statutory or contractual rights with respect to any securities of the Company.
Except as disclosed on Schedule 3.3, there are no outstanding warrants, options,
convertible securities or other rights, agreements or arrangements of any
character under which the Company is or may be obligated to issue any equity
securities of any kind, and except as contemplated by this Agreement, neither
the Company nor any Subsidiary is currently in negotiations for the issuance of
any equity securities of any kind. Except as disclosed on Schedule 3.3, there
are no voting agreements, buy-sell agreements, options or rights of first
purchase agreements or other agreements of any kind among the Company and any of
the security holders of the Company relating to the securities of the Company
held by them. Except as disclosed in Schedule 3.3, the Company has not granted
any Person the right to require the Company to register any securities of the
Company under the Securities Act, whether on a demand basis or in
connection with the registration of securities of the Company for its own
account or for the account of any other Person. 

3.4     No Conflicts 

          The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated thereby do not and
will not: 

	 	(a) 	
      conflict with or violate any provision of the Company's
      certificate or articles of incorporation, bylaws or other organizational
      or charter documents; or

	 	 	 
	 	(b) 	
      subject to obtaining the Required Approvals, conflict
      with, or constitute a default (or an event that with notice or lapse of
      time or both would become a default) under, or give to others any rights
      of termination, amendment, acceleration or cancellation (with or without
      notice, lapse of time or both) of, any agreement, credit facility, debt or
      other instrument or other understanding to which the Company is a party or
      by which any property or asset of the Company is bound or affected;
    or

	 	 	 
	 	(c) 	
      result, in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company is subject (including federal
      and state securities laws and regulations), or by which any property or
      asset of the Company is bound or affected; except in the case of each of
      the foregoing clauses, such as could not, individually or in the
      aggregate, have or result in a Material Adverse
Effect.



3.5     Filings, Consents and
Approvals 

          To the
Company's actual knowledge, the Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of this Agreement other than: 




- 6 - 

	 	(a) 	
      the filing with the SEC, and any other applicable
      regulatory authorities, of a Registration Statement, or any such like
      instruments, as described pursuant to the terms and conditions of Article
      7.1 of this Agreement; and

	 	 	 
	 	(b) 	
      the filing of Form D with the SEC and applicable state
      law filings.



         
(collectively, the "Required Approvals"). 

3.6     Issuance of the Securities


          The
Securities are duly authorized and, when issued and paid for in accordance with
this Agreement will be duly and validly issued, fully paid and non-assessable,
free and clear of all liens. The Company has not, and to the actual knowledge of
the Company, no Affiliate of the Company has sold, offered for sale or solicited
offers to buy or otherwise negotiated in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer
or sale of the Securities in a manner that would require the registration under
the Securities Act of the sale of the Securities to the Investors. 

3.7     Use of Proceeds 

          The
proceeds of the sale of the Securities hereunder shall be used by the Company to
continue development of the Santa Rosa, and Marcelita Projects in Chile, the
south Chile reconnaissance joint venture and related projects derived therefrom
and additional exploration opportunities as identified and developed by Company
personnel, to assist in the TSXV listing application, and for working capital.


3.8     SEC Reports; Financial
Statements 

          The
Company has filed all reports required to be filed by it under the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by
law to file such material) (the foregoing materials being collectively referred
to herein as the "SEC Reports") on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. The Company has identified and made available
to the Investors a copy of all SEC Reports filed within the 10 days preceding
the date hereof. As of their respective dates, to the actual knowledge of the
Company, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and
regulations of the SEC promulgated thereunder, and none of the SEC Reports, when
filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. To the Company's actual knowledge, the financial statements of
the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
("GAAP"), except as may be otherwise specified in such financial statements or
the notes thereto, and fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments. 




- 7 - 

3.9     Material Changes 

          Since
the date of the latest audited financial statements included within the SEC
Reports, except as specifically disclosed in the SEC Reports: 

	 	(a) 	
      there has been no event, occurrence or development that
      has had or that could result in a Material Adverse Effect;

	 	 	 	 
	 	(b) 	
      the Company has not incurred any liabilities (contingent
      or otherwise) other than:

	 	 	 	 
	 		(i) 	
      trade payables and accrued expenses incurred in the
      ordinary course of business consistent with past practice; and

	 	 	 	 
	 		(ii) 	
      liabilities not required to be reflected in the Company's
      financial statements pursuant to GAAP or required to be disclosed in
      filings made with the SEC;

	 	 	 	 
	 	(c) 	
      the Company has not altered its method of accounting or
      the identity of its auditors;

	 	 	 	 
	 	(d) 	
      the Company has not declared or made any dividend or
      distribution of cash or other property to its common stockholders or
      purchased, redeemed or made any agreements to purchase or redeem any
      shares of its capital stock; and

	 	 	 	 
	 	(e) 	
      the Company has not issued any equity securities to any
      officer, director or Affiliate, except pursuant to the Company's existing
      stock option or similar plans.



3.10    Litigation 

          There is
no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the actual knowledge of the Company, threatened against or
affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively,
an "Action") which: 

	 	(a) 	
      adversely affects or challenges the legality, validity or
      enforceability of this Agreement or the Securities; or

	 	 	 
	 	(b) 	
      could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in a Material Adverse Effect.



          There
has not been, and to the actual knowledge of the Company, there is not pending
or contemplated, any investigation by the Commission involving the Company or
any current or former director or officer of the Company. The SEC has not issued
any stop order or other order suspending the effectiveness of any registration
statement filed by the Company under the Exchange Act or the
Securities Act. 

3.11    Compliance 

          The
Company: 

	 	(a) 	
      is not in default under or in violation of (and, to the
      Company's actual knowledge, no event has occurred that has not been waived
      that, with notice or lapse of time or both, would result in a default by
      the Company under), nor has the Company received notice of a claim that it
      is in default under or that it is in violation of, any indenture, loan or
      credit







- 8 - 

	 		
      agreement or any other agreement or instrument to which
      it is a party or by which it or any of its properties is bound (whether or
      not such default or violation has been waived);

	 	 	 
	 	(b) 	
      is not in violation of any order of any court, arbitrator
      or governmental body; or

	 	 	 
	 	(c) 	
      to the Company's actual knowledge, is not in violation of
      any statute, rule or regulation of any governmental authority, except in
      each case as could not, individually or in the aggregate, have or result
      in a Material Adverse Effect.



3.12    Labor Relations 

          No
material labor dispute exists or, to the actual knowledge of the Company, is
imminent with respect to any of the employees of the Company. 

3.13    Regulatory Permits 

          The
Company possesses all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to
conduct its businesses as described in the SEC Reports, except where the failure
to possess such permits could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect ("Material
Permits"), and the Company has not received any notice of proceedings relating
to the revocation or modification of any Material Permit. 

3.14    Title To Assets 

          The
Company has good and marketable title in and to all property owned by the
Company and that is material to its business, free and clear of all liens,
except for liens as do not materially affect the value of such property and do
not materially interfere with the use made and proposed to be made of such
property by the Company. Any property and facilities held under lease by the
Company and the Subsidiaries are held under valid, subsisting and enforceable
leases concerning which the Company is in compliance. 

3.15    Private Placement 

          Assuming
the accuracy of the representations and warranties of the Investors set forth in
Article IV hereof, the offer, issuance and sale of the Securities to the
Investors as contemplated hereby are exempt from the registration requirements
of the Securities Act. 

3.16    Listing Requirements 

          Certain
market makers make a market in the Company's Common Stock for quotation on the
OTCBB. There are no proceedings pending or, to the Company's actual knowledge,
threatened against the Company relating to the continued quotation of the
Company's Common Stock on the OTCBB, and the Company has not received any notice
of, nor to the Company's actual knowledge is there any basis for, the Common
Stock to cease to be quoted on the OTCBB. 

3.17    Disclosure 

          To the
actual knowledge of the Company, neither the Company nor any Person acting on
its behalf has provided the Investors or their agents or counsel with any
information that constitutes or might constitute material, non-public
information. The written information relating to the Company, its 




- 9 - 

business, the Subsidiaries and the transactions contemplated
hereby delivered to the Investors in connection with the transactions
contemplated by this Agreement does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. 

3.18    Brokers and Finders 

          A
finder's fee of 4% in cash and 4% in warrants will be payable in connection with
the transactions contemplated in this Agreement. 

3.19    No General Solicitation 

          Neither
the Company nor any Person acting on its behalf has conducted any general
solicitation or general advertising (as those terms are used in Regulation D) in
connection with the offer or sale of any of the Securities. 

ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF
THE INVESTORS 

          Each
Investor hereby, for itself and for no other Investor, represents and warrants
to the Company as follows: 

4.1     Organization; Authority 

         
Investor, if not an individual, is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization with
the requisite power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry out its
obligations hereunder. The purchase by Investor of the Securities hereunder has
been duly authorized by all necessary action on the part of Investor. This
Agreement has been duly executed by Investor, and when delivered by Investor in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of Investor, enforceable against it in accordance with its terms.


4.2     Investment Intent 

          Investor
is acquiring the Securities as principal for its own account for investment
purposes only and not with a view to or for distributing or reselling such
Securities or any part thereof, without prejudice, however, to Investor's right,
subject to the provisions of this Agreement, at all times to sell or otherwise
dispose of all or any part of such Securities pursuant to an effective
registration statement under the Securities Act or under an exemption
from such registration and in compliance with applicable federal and state
securities laws. Nothing contained herein shall be deemed a representation or
warranty by Investor to hold Securities for any period of time. Investor is
acquiring the Securities hereunder in the ordinary course of its business.
Investor does not have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Securities. 

4.3     Investor Status 

          At the
time Investor was offered the Securities, it was, and at the date hereof it is,
an "accredited investor" as defined in Rule 501(a) under the Securities
Act, and has completed an Accredited Investor Questionnaire in the form
attached herein immediately after the Investor's signature page. Investor has
not been formed solely for the purpose of acquiring the Securities. Investor is
not a registered broker-dealer under Section 15 of the Exchange Act. 




- 10 - 

4.4     Investment Experience 

         
Investor, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Securities, and has so evaluated the merits and risks of such investment.
Investor recognizes that investment in the Securities involves substantial
risks, including loss of the entire amount of such investment, and Investor is
able to bear the economic risk of investment in the Securities and to afford a
complete loss of such investment. 

4.5     General Solicitation 

          Investor
is not purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement. 

4.6     Short Sales 

          From the
date of this Agreement until the filing of the Registration Statement, Investor
represents and warrants that it shall not engage in short sales of the Company's
Common Stock, as that term is defined in applicable SEC rules. 

4.7     Disclosure of Information


          Investor
has received, read, carefully considered, and fully understands this Agreement,
the SEC Reports and all documents related to the Company and its operations
required by and furnished to such Investor (or otherwise publicly available
documents filed with the SEC on Edgar). In making its decision to invest in the
Securities, Investor has relied upon the independent investigations made by
Investor and by Investor's own professional advisors. Investor and its advisors,
if any, have been given the opportunity to obtain information and to examine
this Agreement and certain other information regarding the Company and to ask
questions of, and to receive answers from the Company or any Person acting on
the Company's behalf concerning the Securities, the Company, and terms and
conditions of this investment, and to obtain any additional information to
verify the accuracy of any information previously furnished. All such questions
have been answered to Investor's full satisfaction. 

4.8     Irrevocability of
Subscription 

          Investor
agrees that the Investor's subscription shall be irrevocable by Investor, that,
except as required by applicable law, and that Investor shall not be entitled to
cancel, terminate or revoke this Agreement or any of Investor's obligations
hereunder.

4.9     Restricted Securities 

          Investor
understands that: 

	 	(a) 	
      the Securities have not been registered under the
      Securities Act because of their issuance in a transaction exempt
      from the registration requirements of the Securities Act;

	 	 	 
	 	(b) 	
      the Securities must be held by Investor indefinitely
      (without limiting the Company's obligation hereunder to file the
      Registration Statement) unless a subsequent disposition thereof is
      registered under the Securities Act or is exempt from such
      registration; and







- 11 - 

	 	(c) 	
      the Securities will bear the legends to such effect set
      forth in Section 5.1(b) hereof.



4.10    British Columbia Resale
Restrictions 

	 	(a) 	
      The Investor acknowledges that the Shares are subject to
      resale restrictions in British Columbia and may not be traded in British
      Columbia except as permitted by the B.C. Act and the rules made
      thereunder.

	 	 	 
	 	(b) 	
      Pursuant to Multilateral Instrument 45-102, as adopted by
      the BCSC, a subsequent trade in the Shares will be a distribution subject
      to the prospectus and registration requirements of applicable Canadian
      securities legislation (including the B.C. Act) unless certain
      conditions are met, which conditions include a hold period (the "Canadian
      Hold Period") that shall have elapsed from the date on which the
      Securities were issued to the Subscriber and, during the currency of the
      Canadian Hold Period, any certificate representing the Shares is to be
      imprinted with a restrictive legend (the "Canadian Legend").

	 	 	 
	 	(c) 	
      By executing and delivering this Agreement, the Investor
      will have directed the Company not to include the Canadian Legend on any
      certificates representing the Shares to be issued to the
  Investor.

	 	 	 
	 	(d) 	
      As a consequence, the Investor will not be able to rely
      on the resale provisions of Multilateral Instrument 45-102, and any
      subsequent trade in the Shares during or after the Canadian Hold Period
      will be a distribution subject to the prospectus and registration
      requirements of Canadian securities legislation, to the extent that the
      trade is at that time subject to any such Canadian securities
      legislation.



4.11    Confidentiality and non-use of
Confidential information 

          The
Company may provide or may have provided to the Investor confidential
information for the purpose of the Investor evaluating its potential investment
in the Company. “Confidential information” includes all information about the
Company that has not been disclosed to the public by the Company, including but
not limited to a potential acquisition of properties by the Company. The
Investor agrees that it will not use the confidential information for any
purpose except its analysis of the investment decision regarding the Company;
that it will not disclose the confidential information to any party except those
professional advisors who are assisting the Investor with its investment
decision after warning the professional advisors of the confidentiality of such
information; and will not trade in the securities of the Company while in
possession of confidential information for so long as the confidential
information has not been disclosed to the public. The Investor agrees to sign
any confidentiality agreement as may be presented regarding the disclosure of
confidential information, but the presence or absence of such further agreement
will not detract from the duties of the Investor as set out in this clause.

ARTICLE 5 
COVENANTS AND AGREEMENTS 

5.1     Transfer Restrictions 

	 	(a) 	
      The Securities may only be disposed of in compliance with
      state and federal securities laws. In connection with any transfer of
      Securities, other than pursuant to an effective registration statement or
      a transfer to the Company or to an Affiliate of an Investor, the Company
      may require the transferor thereof to provide to the Company an opinion
      of







- 12 - 

	 		
      counsel selected by the transferor and reasonably
      acceptable to the Company, the form and substance of which opinion to be
      reasonably satisfactory to the Company, to the effect that such transfer
      does not require registration of such transferred Securities under the
      Securities Act. As a condition of any transfer, Investor shall have
      notified the Company of concerning the proposed disposition, and any such
      transferee shall agree in writing to be bound by the terms of this
      Agreement and shall have the rights of an Investor under this
      Agreement.

	 	 	 
	 	(b) 	
      Investor agrees to the imprinting of the following legend
      on any certificate evidencing the Securities:

	 	 	 
	 		
      "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
      UNDER THE SECURITIES LAWS OF CERTAIN STATES. THE SECURITIES REPRESENTED
      HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF
      COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES
      TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
      THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

	 	 	 
	 	(c) 	
      An Investor may from time to time pledge pursuant to a
      bona fide margin account or grant a security interest in some or all of
      the Securities, provided the pledge or secured party is an accredited
      investor and, if required under the terms of such transaction, such
      Investor may transfer possession of the pledged or secured Securities to
      the pledgees or secured parties. Notice of such pledge or transfer shall
      be given to the Company, but such pledge or transfer will not be subject
      to approval or consent of the Company and no legal opinion of legal
      counsel to the pledgee, secured party or pledgor shall be required in
      connection with the pledge, but the legend set forth in Section 5.1(b)
      hereof shall remain on the pledged Securities, and such legal opinion may
      be required in connection with a foreclosure by the pledgee or secured
      party or a subsequent transfer following default by the
  Investor.



5.2     Integration 

          The
Company shall not, and shall use commercially reasonable efforts to ensure that
no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in Section 2 of
the Securities Act) that will be integrated with the offer or sale of the
Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Investors. 

5.3     Listing of Shares 

          Since
the Company intends to have its Common Stock traded on the TSXV, and even if it
applies to have its Common Stock or any other securities traded on any other
principal stock exchange or market, it shall include in such application the
Shares and will take such other action as is necessary to cause such Common
Stock to be so listed. The Company will use commercially 




- 13 - 

          reasonable
  efforts to comply in all respects with the Company's reporting, filing and other
  obligations under the bylaws or rules of such market or exchange, as applicable.


5.4     Press Release and 8-K 

          On or
promptly following the Closing Date, the Company shall issue a press release
reasonably acceptable to the Investors disclosing the material terms of the
transactions contemplated hereby and file a Current Report on Form 8-K
disclosing the transactions contemplated hereby and including this Agreement as
exhibits to such Form 8-K. In addition, the Company will make such other filings
and notices in the manner and time required by the SEC. 

5.5     No Material Non-Public
Information 

          The
Company covenants and agrees that neither it nor any other Person acting on its
behalf will provide any Investor or its agents or counsel with any information
that the Company believes constitutes material non-public information, unless
prior thereto such Investor shall have executed a written agreement regarding
the confidentiality and use of such information. The Company understands and
confirms that each Investor shall be relying on the foregoing representations in
effecting transactions in the Securities of the Company. 

ARTICLE 6 
INDEMNIFICATION 

6.1     Indemnification 

          Each
party (the "Indemnifying Party") will indemnify, defend and hold the other
parties and their directors, officers, shareholders, partners, employees and
agents (each, an "Indemnified Party") harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys' fees and costs of investigation that any such Indemnified Party may
suffer or incur as a result of or relating to any breach of any of the
representations, warranties, covenants or agreements made by the Indemnifying
Party in this Agreement.

6.2     Conduct of Indemnification
Proceedings 

          If any
action shall be brought against any Indemnified Party in respect of which
indemnity may be sought pursuant to this Agreement, such Indemnified Party shall
promptly notify the Indemnifying Party in writing, and the Indemnifying Party
shall have the right to assume the defense thereof with counsel of its own
choosing. Any Indemnified Party shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party
except to the extent that: 

	 	(a) 	
      the employment thereof has been specifically authorized
      by the Indemnifying Party in writing;

	 	 	 
	 	(b) 	
      the Indemnifying Party has failed after a reasonable
      period of time to assume such defense and to employ counsel; or

	 	 	 
	 	(c) 	
      in such action there is, in the reasonable opinion of
      such separate counsel, a material conflict on any material issue between
      the position of the Indemnifying Party and the position of such
      Indemnified Party.







- 14 - 

The Indemnifying Party will not be
liable to any Indemnified Party under this Agreement: 

	 	(d) 	
      for any settlement by an Indemnified Party effected
      without the Indemnifying Party's prior written consent, which shall not be
      unreasonably withheld or delayed; or

	 	 	 
	 	(e) 	
      to the extent, but only to the extent that a loss, claim,
      damage or liability is attributable to any Indemnified Party's breach of
      any of its representations, warranties, covenants or agreements in this
      Agreement.



ARTICLE 7 
REGISTRATION RIGHTS 

7.1     Registration Statement 

          As soon
as reasonably practicable following the Closing Date, the Company shall make an
application for a listing of its securities on the TSX Venture Exchange (the
“Listing”) and complete a financing in connection with the Listing (the “TSXV
Financing”). Within 90 days of the closing of the TSXV Financing, the Company
intends to prepare and file with the SEC (and such other regulatory authorities
as are applicable, including the BCSC and/or TSX Venture Exchange, as required),
a Registration Statement (the "Registration Statement") or such other required
or applicable filings, covering both the resale of the Registrable Securities
hereunder, as well as the securities issued in the TSXV Financing, for an
offering to be made on a continuous basis pursuant to Rule 415 under the
Securities Act and/or pursuant to all other applicable legislation. The
Registration Statement shall be on another appropriate form in each applicable
jurisdiction and in accordance herewith. Subject to the terms of this Agreement,
the Company shall use its best efforts to cause the Registration Statement to be
declared effective under the Securities Act within 145 days of the
closing of the TSXV Financing. In the event that either deadline is delayed, the
Company will pay the Investors liquidated damages of 1.5% of each Investor's
proceeds for each 30 days of delay until one year from Closing. 

7.2     Participation by Investors


          The
Investors or Holders shall furnish to the Company such information regarding the
Investors' offerings of Registrable Securities and the proposed manner of
distribution thereof as the Company may reasonably request and as shall be
required in connection with the Registration Statement and any related
prospectus, or any amendment thereof or supplement thereto. The Company will
give each Investor, Holder and any underwriter, and their respective counsel and
accountants (at the Investor's, Holder's or underwriter's sole expense), a
reasonable opportunity to review, comment upon and participate in the
preparation of the Registration Statement, each prospectus included therein or
filed with the SEC, and each amendment thereof or supplement thereto. The
Company will also allow each Investor or Holder reasonable access to the
Company's books and records and such opportunities to discuss the business of
the Company with its officers, counsel and accountants, as shall be reasonably
necessary in order to conduct a reasonable and diligent investigation in within
the meaning of the Securities Act. 

7.3     Amendments and Supplements


          The
Company shall prepare and file with the SEC, and all other applicable regulatory
authorities, such amendments and supplements, including post-effective
amendments, to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement continuously
effective as to the applicable Registrable Securities for the period of time set
forth in Section 7.1 hereof. The Company shall respond as promptly as reasonably
practicable to any comments received from the SEC with respect to the
Registration Statement, the prospectus or any amendment thereof or 




- 15 - 

supplement thereto, and as promptly as reasonably practicable
provide the Holders true and complete copies of all correspondence from and to
the SEC relating to the Registration Statement. To the extent within the control
of the Company, the Company shall comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect
to the disposition of all Registrable Securities covered by the Registration
Statement during the applicable period in accordance (subject to the terms of
this Agreement) with the intended methods of disposition by the Holders set
forth in the Registration Statement or the prospectus, as amended or
supplemented. 

7.4     Documents to Holders 

          The
Company will, at the expense of the Company, furnish to the Purchaser such
number of copies of the Registration Statement, prospectuses, amendments,
supplements and other documents incident to any registration or qualification of
the Registrable Securities as a Holder may from time to time reasonably request.


7.5     Registration Expenses 

          The
Company will bear all costs and expenses related to the Registration Statement,
other than the expenses incurred by the Holders for brokers' or underwriters'
commissions and discounts or legal fees incurred by the Holders. 

7.6     Indemnification by Company


          The
Company agrees to indemnify, defend and hold harmless, to the extent permitted
by law, each Investor and its officers, directors, stockholders, employees,
agents and representatives, and any other person deemed to control the Investor
within the meaning of the Securities Act against all losses, claims,
damages, liabilities and expenses caused by: 

	 	(a) 	
      any violation or alleged violation by the Company of the
      Securities Act, the Exchange Act or any other federal or
      state securities law, rule or regulation applicable to the Company;
    or

	 	 	 
	 	(b) 	
      any untrue statement of material fact contained in the
      Registration Statement, the prospectus or any amendment thereof or
      supplement thereto or any omission of a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      except insofar as the same are caused by or contained in any information
      furnished in writing to the Company by such Investor expressly for use
      therein or by such Investor's failure to deliver information reasonably
      requested by the Company for preparation of the Registration Statement,
      the prospectus or any amendments or supplements
thereto.



7.7     Indemnification by Investors


          If any
Investor is participating in the Registration Statement, such Investor will
furnish to the Company in writing such information as the Company reasonably
requests for use in connection with the Registration Statement, prospectus or
any amendments or supplements thereto, to the extent permitted by law, such
Investor will indemnify, defend and hold harmless the Company, its directors,
officers, stockholders, employees, agents and representatives, and any other
person deemed to control the Company against any losses, claims, damages,
liabilities and expenses resulting from any untrue statement or material fact
contained in the Registration Statement, prospectus or any amendment thereof or
supplement thereto or any omission of a material fact required to be stated
therein or necessary to make 




- 16 - 

the statements therein not misleading, but only to the extent
the same are caused by or contained in any information furnished in writing to
the Company by such Investor expressly for use therein or by such Investor's
failure to deliver information reasonably requested by the Company for
preparation of the Registration Statement, the prospectus or any amendments or
supplements thereto.

7.8     Indemnification Procedures


          The
application of the indemnities set forth in Sections 7.6 and 7.7 hereof shall be
in accordance with the procedures set forth in Section 6.2 hereof. 

ARTICLE 8 
MISCELLANEOUS 

8.1     Fees And Expenses 

          Except
as expressly set forth in this Agreement to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all transfer agent fees, stamp taxes and other taxes and
duties levied in connection with the issuance of any Securities. 

8.2     Entire Agreement 

          This
Agreement and the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents. 

8.3     Notices 

          Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of: 

	 	(a) 	
      the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified
  herein;

	 	 	 
	 	(b) 	
      three business days following the date of mailing, if
      sent by U.S. mail prepaid or a nationally recognized overnight courier
      service; or

	 	 	 
	 	(c) 	
      upon actual receipt by the party to whom such notice is
      required to be given.



          The
addresses for such notices and communications are those set forth on the
signature pages hereof, or such other address as may be designated in writing
hereafter. 

8.4     Amendments; Waivers 

          No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and each of the
Investors or, in the case of a waiver, by the party against whom enforcement of
any such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or 




- 17 - 

requirement hereof, nor shall any delay or omission of either
party to exercise any right hereunder in any manner impair the exercise of any
such right. 

8.5     Construction 

          The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party. 

8.6     Successors And Assigns 

          This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Investors. Any Investor may assign its rights under this
Agreement to any Person to whom such Investor assigns or transfers any
Securities in accordance with the provisions of this Agreement. 

8.7     No Third-Party Beneficiaries


          This
Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, except as otherwise set forth
in the indemnities under Sections 6.1, 7.6 and 7.7 hereof. 

8.8     Governing Law; Attorneys'
Fees 

          All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Nevada, without regard to the principles
of conflicts of law thereof. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its court costs and reasonable attorneys' fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or
proceeding. 

8.9     Execution 

          This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.





- 18 - 

8.10    Severability 

          If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement. 

8.11    Replacement of Securities 

          If any
certificate or instrument evidencing any Securities is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity, if requested. The applicants for any new
certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement Securities.


8.12    Independent Nature of Investors'
Obligations 

          The
obligations of each Investor under this Agreement are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in
any way for the performance of the obligations of any other Investor under any
Transaction Document. Nothing contained herein, and no action taken by any
Investor pursuant thereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated herein.


          IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to duly executed by their respective authorized signatories as of the
date first indicated above. 

GEOCOM RESOURCES INC. 

By:     /s/ John E.
Hiner 
         
Name:    John E.
Hiner 
         
Title:     President 

ADDRESS FOR NOTICE: 

413, 114 West Magnolia Street

Bellingham, WA 98225

Attention:           John
Hiner, President

Tel:           (360)
392-2898 
Fax:          
(360) 733-3941 




- 19 - 

INVESTOR'S SIGNATURE PAGE 

          IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above. 

	Investor Name: 	 
	Alliance
      International Investors Inc. 	 
	  	 
	Signature: 	 
	/s/ Richard W.
      Radez 	 
	  	 
	Name of Signatory: 	 
	Richard W. Radez
    	 
	  	 
	Title of Signatory: 	 
	President 	 


Subscription
Amount:                  
$
250,000.00                     
for       
 1,250,000            
Shares 

	Address for Notice: 	 
	74 Carriage Lake
      Drive 	 
	Browns Burg
      Indiana 46112 	 
	  	 
	Fax Number: 	 
	  	 
	  	 
	Telephone Number: 	 
	1-317-502-5838 	 
	  	 
	E-Mail Address: 	 
	richradez@yahoo.com 	 
	  	 
	With a copy to: 	 
	(which shall not constitute notice) 	 
	 	 
	 	 






ACCREDITED INVESTOR QUESTIONNAIRE 

          The
undersigned Investor, in connection with the acquisition of securities of GEOCOM
RESOURCES INC. (the "Company"), hereby makes the following representations and
warranties: 

          The
Investor understands that the offer and sale of the Company's are not being
registered under the Securities Act of 1933, as amended (the "Act") or qualified
under state securities laws, in reliance upon exemptions from such registration
and qualification requirements for transactions not involving any public
offering. Information supplied through this Questionnaire will be used to ensure
compliance with the requirements of such exemptions. 

          The
undersigned Investor represents and warrants to the Company that: 

	 	(a) 	
      The information contained herein is complete and accurate
      and may be relied upon by the Company; and

	 	 	 
	 	(b) 	
      Investor will notify the Company immediately of any
      material change in any of such information occurring prior to the
      acceptance or rejection of the Investor's subscription for securities of
      the Company.



ALL INFORMATION WILL BE TREATED CONFIDENTIALLY 

          The
Investor represents and warrants that the Investor falls within the category (or
categories) marked. PLEASE INDICATE EACH CATEGORY OF ACCREDITED INVESTOR THAT
YOU SATISFY, BY PLACING AN "X" ON THE APPROPRIATE LINE BELOW. 

	________ 	Category 1. 	
      A bank, as defined in Section 3(a)(2) of the Act, whether
      acting in its individual or fiduciary capacity; or 
	
	 	 	
       
	 
	________ 	Category 2. 	
      A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the Act, whether acting in its individual
      or fiduciary capacity; or 
	
	 	 	
       
	 
	________ 	Category 3. 	
      A broker or dealer registered pursuant to Section 15 of
      he Securities Exchange Act of 1934; or 
	
	 	 	
       
	 
	________ 	Category 4. 	
      An insurance company as defined in Section 2(13) of the
      Act; or 
	
	 	 	
       
	 
	________ 	Category 5. 	
      An investment company registered under the Investment
      Company Act of 1940; or 
	
	 	 	
       
	 
	________ 	Category 6. 	
      A business development company as defined in Section 2(a)
      (48) of the Investment Company Act of 1940; or 
	






- 3 - 

	________ 	Category 7. 	
      A small business investment company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958; or 
	
	 	  	
       
	 
	________ 	Category 8. 	
      A plan established and maintained by a state, its
      political subdivision or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with assets in
      excess of US$5,000,000; 
	
	 	  	
       
	 
	________ 	Category 9. 	
      An employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974 in which the investment
      decision is made by a plan fiduciary, as defined in Section 3(21) of such
      Act, which is either a bank, savings and loan association, insurance
      company or registered investment advisor, or an employee benefit plan with
      total assets in excess of US$5,000,000 or, if a self- directed plan, the
      investment decisions are made solely by persons who are accredited
      investors; or 
	
	 	  	
       
	 
	________ 	Category 10. 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or 
	
	 	  	
       
	 
	________ 	Category 11. 	
      An organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or similar business
      trust, or a partnership, nor formed for the specific purpose of acquiring
      the Shares, with total assets in excess of US$5,000,000; or 
	
	 	  	
       
	 
	________ 	Category 12. 	
      A director, executive officer or general partner of the
      Company; or 
	
	 	  	
       
	 
	________ 	Category 13. 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, at the time of this purchase exceeds
      US$1,000,000; or 
	
	 	  	
       
	 
	________ 	Category 14. 	
      A natural person who had an individual income in excess
      of US$200,000 in each of the two most recent years or joint 
	







	- 4 - 



			
      income with that person's spouse in excess of US$300,000
      in each of those years and has a reasonable expectation of reaching the
      same income level in the current year; or 
	
	  	  	
       
	 
	________ 	Category 15. 	
      A trust, with total assets in excess of US$5,000,000 not
      formed for the specific purpose of acquiring the securities offered, whose
      purchase is directed by a sophisticated person as described in SEC Rule
      506(b)(2)(ii); or 
	
	  	  	
       
	 
	X 	Category 16. 	
      An entity in which all of the equity owners are
      accredited investors. 
	



	Date: 	 	  	 
	 	 	 	 
	November
      10, 2007 	 	/s/ Richard W. Radez 	 
	  	 	(Signature) 	 
	 	 	 	 
	  	 	Richard W. Radez 	 
	  	 	(Print Name) 	 






SCHEDULE 3.3 

The following is Schedule 3.3 to the Securities Purchase
Agreement (the “Agreement”) dated as of November 10, 2007 between Geocom
Resources Inc. (“Geocom”) and certain Investors. The disclosures set out in this
Schedule shall qualify sections of the Agreement where it is reasonably apparent
that such information qualifies the representations and warranties of Geocom
under the Agreement 

1.           AUTHORIZED
  CAPITAL STOCK

Geocom’s Certificate of Incorporation authorizes the issuance
of 100,000,000 shares of common stock. 

2.           CAPITAL
  STOCK ISSUED AND OUTSTANDING

As of August 15, 2007 the issued and outstanding is 27,137,494
shares of common stock. 

3.           CONVERTIBLE
  SECURITIES AND SHARES RESERVED FOR ISSUANCE

         
    (a)           Stock
Options 

1,700,000 shares of common stock of Geocom are reserved for
issuance pursuant to Geocom’s 2003 Stock Option Plan: 

432,000 shares of common stock of Geocom are issuable upon the
exercise of outstanding stock options pursuant to the 2003 Stock Option Plan.


             
(b)          
Share Purchase Warrants 

5,446,040 shares of common stock of Geocom are
reserved for issuance and issuable upon the exercise of outstanding share
purchase warrants issued in connection with a private placement that closed in
July 2006.