GEOTEK COMMUNICATIONS INC, PRER14A, 1995-06-15

GEOTEK COMMUNICATIONS INC
PRER14A, 1995-06-15
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1
GEOTEK COMMUNICATIONS, INC.

20 Craig Road
Montvale, New Jersey 07645

June __, 1995

DEAR STOCKHOLDER:

You are cordially invited to attend the Annual Meeting of the Stockholders
(the "Annual Meeting") of Geotek Communications, Inc. (the "Corporation") to be
held on July 31, 1995, at 2:00 p.m., local time, at the Doubletree Hotel,
Broad Street at Locust, Philadelphia, Pennsylvania.

The proposals for the Annual Meeting relate to: (i) the election of eleven
directors; (ii) an amendment to the Corporation's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock to
99,000,000 shares of Common Stock; (iii) certain amendments to the Corporation's
1989 Stock Option Plan; and (iv) the ratification of the appointment of Coopers
& Lybrand L.L.C. as the Corporation's independent auditors for the 1995 fiscal
year.

We look forward to seeing you at the Annual Meeting. Whether or not you are
planning to attend, I urge you to return the enclosed proxy at your earliest
convenience if you own shares of Common Stock, Series H Cumulative Convertible
Preferred Stock, Series I Cumulative Convertible Preferred Stock, Series K
Cumulative Convertible Preferred Stock, Series L Cumulative Convertible
Preferred Stock, and Series M Cumulative Convertible Preferred Stock.

Sincerely,

Yaron Eitan
President and
Chief Executive Officer

<PAGE> 2

GEOTEK COMMUNICATIONS, INC.

20 Craig Road
Montvale, New Jersey 07645

--------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 31, 1995

--------------------

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders (the
"Annual Meeting") of GEOTEK COMMUNICATIONS, INC. (the "Corporation") will be
held on July 31, 1995, at 2:00 p.m., local time, at the Doubletree Hotel, Broad
Street at Locust, Philadelphia, Pennsylvania, to consider and act upon the
following proposals: (i) the election of eleven directors; (ii) an amendment to
the Corporation's Restated Certificate of Incorporation to increase the number
of authorized shares of Common Stock to 99,000,000 shares of Common Stock; (iii)
certain amendments to the Corporation's 1989 Stock Option Plan (the "1989 Option
Plan"); and (iv) the ratification of the appointment of Coopers & Lybrand L.L.C.
as the Corporation's independent auditors for the 1995 fiscal year, as well as
any other business which may properly come before the Annual Meeting.

Holders of record of the Corporation's Common Stock, par value $.01 per
share ("Common Stock"), Series H Cumulative Convertible Preferred Stock, $.01
par value (the "Series H Stock"), Series I Cumulative Preferred Stock, $.01 par
value (the "Series I Stock") and Series K Cumulative Preferred Stock, $.01 par
value (the "Series K Stock"), Series L Cumulative Preferred Stock, $.01 par
value (the "Series L Stock"), Series M Cumulative Preferred Stock, $.01 par
value (the "Series M Stock" and collectively with the Series H Stock, the
Series I Stock, the Series K Stock and the Series L Stock the "Preferred Stock")
as of the close of business on June 21, 1995 shall be entitled to notice of, to
attend, and to vote at the Annual Meeting and any adjournment(s) thereof.

All stockholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, all holders of shares of
Common Stock and Preferred Stock are urged to complete and sign the enclosed
proxy, and return it promptly to the Corporation. At any time prior to their
being voted, proxies are revocable by delivering written notice to the
Corporation in accordance with the instructions set forth in the Proxy Statement
or by voting at the Annual Meeting in person.

Andrew D. Siegel

Secretary

IT IS IMPORTANT THAT, IF YOU ARE A HOLDER OF SHARES OF COMMON STOCK OR
PREFERRED STOCK, YOU RETURN YOUR SIGNED PROXY PROMPTLY, REGARDLESS OF THE NUMBER
OF SHARES YOU OWN. IF YOU ARE A HOLDER OF SHARES OF COMMON STOCK OR PREFERRED
STOCK, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY, WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

June __, 1995

<PAGE> 3

GEOTEK COMMUNICATIONS, INC.

20 Craig Road
Montvale, New Jersey 07645

--------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 31, 1995

--------------------

PROXY STATEMENT
General Information

This Proxy Statement has been prepared and is being distributed in
connection with the solicitation by the Board of Directors of Geotek
Communications, Inc. (the "Corporation") of proxies in the enclosed form for use
at the Annual Meeting of Stockholders of the Corporation to be held on July 31,
1995, at 2:00 p.m., local time, at the Doubletree Hotel, Broad Street at
Locust, Philadelphia, Pennsylvania, and any adjournment(s) thereof. (Such
meeting and any adjournment(s) thereof will be hereinafter referred to as the
"Annual Meeting".)

Voting and Revocability of Proxies

Unless authority to vote is withheld or an abstention is rendered with
respect to the proposals, all shares represented by properly signed proxies
received pursuant to this solicitation (and not revoked before they are voted)
will be voted FOR (i) the election of those persons set forth herein as nominees
to the Board of Directors; (ii) an amendment to the Corporation's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock to 99,000,000 shares of Common Stock; (iii) the amendments to the
Corporation's 1989 Stock Option Plan (the "1989 Option Plan") to increase the
number of shares of common stock available for awards thereunder and to provide
that all grants thereunder to non-employee directors be made pursuant to a
formula; and (iv) the ratification of the appointment of Coopers & Lybrand
L.L.C. as the Corporation's independent auditors for the 1995 fiscal year.

As of the date of this Proxy Statement, the Board of Directors knows of no
business that will be presented for consideration at the Annual Meeting other
than that referred to above. If any other business properly comes before the
Annual Meeting, the persons designated in the enclosed proxy will vote on such
business in accordance with their best judgment.

Proxies for use by holders of the Corporation's Common Stock, $.01 par
value ("Common Stock"), Series H Cumulative Convertible Preferred Stock, $.01
par value (the "Series H Stock"), Series I Cumulative Convertible Preferred
Stock, $.01 par value (the "Series I Stock"), Series K Cumulative Preferred
Stock, $.01 par value (the "Series K Stock"), Series L Cumulative Convertible
Preferred Stock, $.01 par value (the "Series L Stock") and Series M Cumulative
Convertible Preferred Stock, $.01 par value (the "Series M Stock" and
collectively with the Series H Stock, the Series I Stock, the Series K Stock and
the Series L Stock the "Preferred Stock") accompany this Proxy Statement.

Any stockholder who executes and returns a proxy may revoke it at any time
before it is exercised by delivering to Andrew D. Siegel, Secretary of the
Corporation, at the offices of the Corporation at the address set forth above,
either an instrument revoking the proxy or a duly executed proxy bearing a later
date, or by attending the Annual Meeting and voting in person.

This Proxy Statement is being first given or sent to the Corporation's
stockholders on or about June __, 1995.

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<PAGE> 4

Solicitation of Proxies

The enclosed proxy is being solicited by the Board of Directors of the
Corporation for use in connection with the Annual Meeting. The Corporation has
engaged Corporate Investor Communications, Inc. ("CIC") to solicit proxies in
connection with the Annual Meeting. The Corporation has agreed to pay CIC a fee
of $5,000 and to reimburse CIC for its reasonable out of pocket expenses.
Solicitation may also be made by directors, officers, employees and management
of the Corporation; however, such persons will not receive any fees for such
solicitation. Proxies may be solicited in person or by mail, telephone,
telegram, mailgram or other means. Brokers, nominees, fiduciaries and other
custodians have been requested to forward such soliciting material to the
beneficial owners of shares held of record by such custodians. Such custodians
may be reimbursed for their expenses.

Voting Securities and Holders Thereof

As of the close of business on June 21, 1995, the record date for receiving
notice of and/or voting at the Annual Meeting, the Corporation had approximately
_________ shares of Common Stock outstanding, 444,445 shares of Series H Stock
outstanding and 20 shares of each of the Series I Stock and Series K Stock
outstanding, 531,463 shares of the Series L Stock outstanding and 1,162.5 shares
of the Series M Stock outstanding. Each share of Common Stock is entitled to one
vote, each share of Series H Stock is entitled to ten votes, each share of
Series I Stock and Series K Stock is entitled to 42,553 votes, each share of
Series L Stock is entitled to one vote and each share of Series M Stock is
entitled to 1,052 votes on each matter being submitted to the Corporation's
stockholders at the Annual Meeting. As of such date, there were approximately
____ holders of record of Common Stock, one holder of record of the Series H
Stock, the Series I Stock, the Series K Stock and the Series L Stock; and eight
holders of record of the Series M Stock.

The total number of votes entitled to be cast at the Annual Meeting is
______.

Abstentions and broker non-votes are not counted in the calculation of the
vote. The presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the votes that all stockholders are entitled to cast on each
matter to be acted upon at the Annual Meeting shall constitute a quorum for the
purposes of consideration and action on that matter. In the election of
directors, stockholders will not have cumulative voting rights and directors
will be elected upon receiving the affirmative vote of a plurality of the votes
cast by all stockholders entitled to vote thereon. The affirmative vote of a
majority of the votes cast by all holders of Common Stock (voting as a separate
class) and the affirmative vote of a majority of the votes cast by all holders
of Common Stock and Preferred Stock (voting as a single class) is required in
order to approve the proposal to amend the Corporation's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock. Each
other matter to be voted on shall be authorized upon receiving the affirmative
vote of a majority of the votes cast by all stockholders entitled to vote
thereon.

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<PAGE> 5
PROPOSAL I

ELECTION OF DIRECTORS

Information Concerning Nominees

Each of the persons listed below has agreed to be named as a nominee for
director in this Proxy Statement and has consented to serve as a director if
elected. It is the intention of the persons named in the accompanying form of
proxy to vote for those nominees listed below. The Corporation expects all
nominees to be willing and able to serve. The Board of Directors may designate a
substitute nominee to replace any bona fide nominee who was nominated and who,
for any reason, becomes unavailable for election as a director. If any of the
nominees shall become unable to serve, the persons designated in the enclosed
proxy will vote for the election of such other person or persons as the Board of
Directors may recommend.

Winston Churchill, the Chairman of the Board of the Corporation, Yaron
Eitan, the President and Chief Executive Officer of the Corporation, Evergreen
Canada-Israel Investment & Co., Ltd. ("Evergreen"), S-C Rig Investments-III,
L.P. ("S-C Rig") and Vanguard Cellular Systems, Inc. ("Vanguard") have agreed to
vote their shares to elect a representative of each of Evergreen, S-C Rig and
Vanguard, respectively, to the Board of Directors of the Corporation. This
obligation shall continue with respect to each of the parties for so long as
Vanguard, S-C Rig and Evergreen beneficially own at least 2,500,000, 2,500,000
and 750,000 shares of Common Stock, respectively. In the event that the
beneficial ownership of any such party drops below its designated ownership
level, then the agreement terminates with respect to such party only and the
agreement continues in full force and effect with respect to the remaining
parties thereto. Mr. Purnendu Chatterjee is the designated representative of S-C
Rig and Mr. Haynes G. Griffin is the designated representative of Vanguard.
Evergreen has waived its right to designate a representative to the
Corporation's Board of Directors. In addition, the Corporation has agreed,
pursuant to an agreement entered into in connection with the Corporation's
acquisition of Metro Net Systems, Inc. ("Metro Net"), to use its best efforts to
cause the election of Mr. Richard Krants as a director of the Corporation
through the 1996 fiscal year. See "Certain Relationships and Related
Transactions." The Corporation has also agreed to use its best efforts to have
Mr. Eitan elected as a member of the Board of Directors during the term of his
employment. See "Management of the Corporation - Employment Agreements and Other
Matters."

Set forth below is certain information with respect to each of the nominees
for election to the Corporation's Board of Directors.

Director
Name Age Position with Corporation/Background Since
- ---- --- ------------------------------------ --------
<S> <C> <C> <C>
Walter E. Auch 74 Director. Chairman and Chief Executive 1989
Officer of the Chicago Board of Options
Exchange, Chicago, IL (securities exchange),
August 1979 to December 1986. Presently a
Director of Fort Dearborn Funds, Chicago, IL
(investment fund), Smith Barney Trak Fund,
New York, NY (investment fund), Smith Barney
VIP Fund, San Diego, CA (investment fund),
Smith Barney Advisors Fund, New York, NY
(investment fund), Banyan Funds, Chicago, IL
(real estate company), Pinco Advisors, L.P.
Stamford, CT (asset management-company),
Express America Corp., Phoenix, AZ (mortgage company),
Brinson Funds, Chicago, IL (investment funds) and
Nicholas/Applegate, San Diego, CA (investment funds).

</TABLE>

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<PAGE> 6

<TABLE>
<CAPTION>
Director
Name Age Position with Corporation/Background Since
- ---- --- ------------------------------------ --------
<S> <C> <C> <C>

George Calhoun 42 Director. President of the Corporation's 1993
Wireless Technologies Division since July 1993.
Director of National Band Three Limited, a
wholly owned subsidiary of the Corporation
("NB3"), since July 1993. Mr. Calhoun joined the
Corporation in June 1992 as President, Chief Operating
Officer and a director of PowerSpectrum, Inc., a
wholly owned subsidiary of the Corporation. Cofounder
of InterDigital Communications Corporation (formerly
International Mobile Machines Corporation ("IMM"),
King of Prussia, Pennsylvania, a corporation engaged
in the development of digital radio technology.
General Manager of the Equipment Division of IMM,
1987-1990 and General Manager of the Intellectual
Property Licensing Division of IMM, 1990 to 1992.

Purnendu Chatterjee 45 Director. Director and President of S-C Rig Co., 1993
New York, NY (general partner of S-C Rig, a
Delaware limited partnership, the sole business
of which is to make investments and the sole
limited partner of which is a charitable trust
created by Mr. George Soros). President of Chatterjee
Fund Management, L.P., New York, NY (investment manage-
ment) since 1990. Financial Advisor to Soros Fund
Management, New York, NY, the principal advisor to Quantum
Fund, founded by Mr. George Soros, since 1986. Presently
a Director of APC Corporation, Hawthorne, NJ (industry),
Beall Technologies, Inc., Secaucus, NJ (technology), Falcon
Drilling Company, Inc., Houston, TX (oil and gas), The Indigo
Group, Israel, (printing presses), Premiere Microwave
Corporation, Santa Clara, CA (defense) and R.V.I. Guaranty
Co., Ltd., Stamford, CT (insurance).

Winston J. Churchill 54 Director and Chairman of the Board. Principal of 1991
CIP Capital Management, Inc., Malvern, PA, a private
investment firm formed in 1989. Practiced law with and
served as Chairman of the Banking and Financial Institutions
Department and the Finance Committee of Saul, Ewing, Remick
& Saul, Philadelphia, PA, for 16 years prior thereto.

Yaron Eitan 38 Director. President and Chief Executive Officer of 1989
the Corporation since March 1989. Chairman of the
Board of Bogen Corporation, a subsidiary of the
Corporation ("Bogen"), and Bogen Communications,
Inc., a wholly-owned subsidiary of Bogen ("BCI"),
since April 1991. Chairman of the Board and
Chief Executive Officer of PowerSpectrum, Inc.

</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Director
Name Age Position with Corporation/Background Since
- ---- --- ------------------------------------ --------
<S> <C> <C> <C>
("PowerSpectrum") since June 1992. Director
of GMSI, Inc., a majority-owned subsidiary
of the Corporation ("GMSI"), since May 1993.
Director of NB3 since July 1993.

Haynes G. Griffin 48 Director. President, Chief Executive Officer and 1994
Director of Vanguard Cellular Systems, Inc. ("Vanguard"),
Greensboro, NC (cellular telecommunications carrier),
since 1984. Director of Piedmont Management Company,
Inc., New York, New York (diversified financial services
holding company).

Richard Krants 51 Director. President and Chief Executive Officer 1994
of Metro Net, Plainview, NY, October 1990 to
January 1994. Vice President of Famous Make
Communications, Inc., Plainview, NY (communications
equipment), December 1979 to October 1993. Currently
Vice President of Mobile Message Service of N.Y., Inc.,
Plainview, NY (antenna site management).

Richard T. Liebhaber 60 Director. Executive Vice President of MCI 1995
Communications Corp. ("MCI"), Washington D.C. (tele-
communications) since 1986. Director of MCI from
June 1992 to December 1994.

Haim Rosen 59 Director. Vice-President of Tadiran Ltd., Israel 1993
(manufacturer of telecommunications equipment,
systems and software) and President of Tadiran Ltd.
Telecommunications Group (a division of Tadiran Ltd. until
January 1, 1995 and currently a wholly-owned subsidiary
of Tadiran Ltd.) since 1980.

Kevin W. Sharer 47 President and Chief Operating Officer of Amgen, Inc. 1994
Thousand Oaks, CA (biotechnology) since October 1992.
Executive Vice President and President Business Markets
Division of MCI (telecommunications) from November 1990
to October 1992. Executive Vice President Sales and
Marketing of MCI from April 1989 to November 1990.

William Spier 59 Director. Chairman of the Board of the Corporation 1990
from August 1991 to May 1992. Director of USI Ventures,
Inc. ("USI"), New York, NY (holding company), 1987 to
1990. Chairman of the Board and Director of Desoto
Corp., Chicago IL (detergent manufacturer). Director
of Video Lottery Technologies, Bozeman, Montanna (video
technology). Director of Holmes Protection Group, Inc., New
York, NY (security systems and services).
</TABLE>

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<PAGE> 8

Mr. Churchill is paid $50,000 per year for serving as Chairman of the Board
of Directors. All other directors receive only options as compensation for
acting as directors of the Corporation. During 1994, each director (including
Mr. Churchill) of the Corporation received 10,000 options with an exercise price
equal to the fair market value of the Corporation's Common Stock on the date of
grant. The grant of such options are subject to the approval of the proposed
amendments to the 1989 Option Plan. Other than a grant of options from time to
time, employee directors do not receive any additional compensation for serving
as directors of the Corporation. Directors are reimbursed for expenses related
to their attendance at Board of Directors meetings. If the proposed amendments
to the Corporation's 1989 Option Plan are approved at the Annual Meeting,
non-employee directors will receive 10,000 options per year under the 1989
Option Plan for serving as directors of the Corporation. All options granted to
directors expire ten years from the date of grant.

During the Corporation's 1994 fiscal year, the Board of Directors held a
total eight (8) regularly scheduled and special meetings. All directors attended
more than 75% of the meetings of the Board of Directors and all committees of
which they were members held while they were serving on the Board of Directors
during 1994.

During the past five years, except as set forth below, none of the
directors of the Corporation has been: (a) convicted in a criminal proceeding or
(b) a party to any civil proceeding as a result of which either has been subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws. On January 13, 1993,
the Securities and Exchange Commission (the "Commission") filed a civil
complaint in the United States District Court for the District of Massachusetts
against certain defendants, including Mr. Chatterjee, wherein the Commission
alleged that Mr. Chatterjee engaged in conduct in violation of, or aided and
abetted certain alleged violations of, Sections 10(b) and 14(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and certain
rules promulgated thereunder. Mr. Chatterjee settled the Commission's action on
the same date it was filed without admitting or denying the allegations of the
complaint. Mr. Chatterjee consented to the entry of a Final Judgment restraining
and enjoining him from, inter alia, violating, or aiding and abetting violations
of, Sections 10(b) and 14(e) of the Exchange Act and the rules promulgated
thereunder. Mr. Chatterjee also agreed to pay a civil penalty of $643,855.

Board Committees

Set forth below is information concerning the standing committees of the
Board of Directors.

Executive Committee. The Executive Committee is authorized to exercise all
of the authority of the Board of Directors in the management of the Corporation
between Board meetings. The Executive Committee met four (4) times during 1994.
The present members of the Executive Committee are Messrs. Auch, Churchill,
Eitan, Chatterjee and Griffin.

Audit Committee. The Audit Committee is responsible for overseeing the
Corporation's internal accounting and auditing methods and procedures and
recommends to the Board of Directors a firm of outside independent public
accountants for the Corporation, the selection of which is being submitted for
ratification by stockholders. The Audit Committee may meet with the outside
independent public accountants to review their findings and recommendations. The
Audit Committee met four (4) times during 1994. The present members of the Audit
Committee are Messrs. Krants, Sharer and Spier.

Compensation Committee. The Compensation Committee provides general
oversight in all employee personnel matters through periodic meetings with
management of the Corporation. A primary function of this committee is to review
and determine the compensation of present and proposed members of management of
the Corporation. The Compensation Committee met two (2) times during 1994. The
present members of the Compensation Committee are Messrs. Auch, Churchill, Eitan
and Griffin.

Rule 16b-3 Stock Option Committee. The Rule 16b-3 Stock Option Committee
(the "16b-3 Committee") is responsible for administering the Corporation's 1989
Option Plan. The Rule 16b-3 Committee acted four (4) times during 1994. The
present members of the Rule 16b-3 Committee are Messrs. Auch and Griffin.

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<PAGE> 9
Provisions Affecting Liability of Directors

Pursuant to the Corporation's Restated Certificate of Incorporation, no
director shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of his fiduciary duty as a director, except for a
breach of the director's duty of loyalty, for acts and omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
for transactions from which a director derived an improper personal benefit or
for unlawful payment of dividends, stock purchases or redemptions pursuant to
Section 174 of the Delaware General Corporation Law. This provision offers
persons who serve on the Board of Directors of the Corporation protection
against awards of monetary damages for negligence in the performance of their
duties. It does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his duty of care. The
Corporation's By-Laws also provide that the Corporation will indemnify any
director or officer of the Corporation to the fullest extent authorized by
Delaware law.

Recommendation of Board of Directors

THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT
HOLDERS OF COMMON STOCK AND PREFERRED STOCK VOTE FOR THE NOMINEES TO THE BOARD
OF DIRECTORS SET FORTH ABOVE. The directors and officers of the Corporation
intend to vote their shares in favor of the election of such nominees to the
Board of Directors.

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<PAGE> 10
PROPOSAL II

APPROVAL OF AN AMENDMENT TO THE CORPORATION'S
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK TO 99,000,000 SHARES OF COMMON STOCK

On May 11, 1995, the Board of Directors unanimously adopted a resolution
approving a proposal to amend the first paragraph of Article IV of the
Corporation's Restated Certificate of Incorporation to increase the number of
shares of Common Stock which the Corporation is authorized to issue from
86,000,000 to 99,000,000. The Board of Directors determined that such an
amendment is advisable and directed that the proposed amendment be considered at
the Annual Meeting.

The full text of the first sentence of Article IV of the Corporation's
Restated Certificate of Incorporation, if amended as proposed, will be as
follows:

The total number of shares of stock which this
Corporation shall have authority to issue is 103,000,000
shares, consisting of 99,000,000 shares of Common Stock
having a par value of $.01 per share, and 4,000,000 shares
of Preferred Stock having a par value of $.01 per share.

The amendment will not increase the number of shares of Preferred Stock
authorized. The relative rights and limitations of the Common Stock and
Preferred Stock would remain unchanged under the proposed amendment.

Purposes and Effects of Increasing the Number
of Authorized Shares of Common Stock

The proposed amendment would increase the number of shares of Common Stock
which the Corporation is authorized to issue from 86,000,000 to 99,000,000. The
additional 13,000,000 shares, if and when issued, would have the same rights and
privileges as the shares of Common Stock presently issued and outstanding. The
holders of Common Stock of the Corporation are not entitled to preemptive rights
or cumulative voting.

At June 7, 1995, the Corporation had 51,496,543 shares of Common Stock
issued and outstanding. In addition, an aggregate of approximately 28,281,927
shares of Common Stock are reserved for issuance by the Corporation, including
shares reserved for issuance (i) upon exercise of options granted under the
Corporation's employee stock option plan, (ii) upon exercise of warrants issued
in connection with the acquisition of certain operating subsidiaries of the
Corporation, (iii) upon exercise of options or warrants or the conversion of
preferred stock issued in connection with certain financing arrangements of the
Corporation, and (iv) except as noted below, in connection with all transactions
the Corporation has consummated through the date hereof, including the
transactions described below and the transactions set forth in "Certain
Relationships and Related Transactions." However, the Corporation has not
reserved for issuance 2,571,300 shares of Common Stock issuable to Vanguard upon
the exercise of certain out-of-the-money options held by Vanguard. As discussed
below, Vanguard agreed to waive the Corporation's obligation to reserve the
shares until August 31, 1995 in connection with Vanguard's purchase of Series L
Stock. If all such options and warrants were exercised (including all of the
options held by Vanguard) and all outstanding shares of Preferred Stock were
converted, the Corporation would have an aggregate of approximately 82,349,770
shares of Common Stock issued and outstanding.

On March 30, 1995, in connection with the raising of additional working
capital, the Corporation issued and sold an aggregate of $36,000,000 in
principal amount of 14 3/4% Senior Convertible Notes (the "Siegler, Collery
Notes") and 700,000 warrants, each warrant exercisable to purchase one share of
Common Stock (the "Siegler, Collery Warrants"). In certain instances, the
Siegler, Collery Notes are convertible after September 30, 1995 into a number of
shares of Common Stock which is equal to the principal amount of the Siegler,
Collery Notes divided by 87.5% of the fair market value of the Common Stock (as
determined under the operative documents) on the date of conversion. Based on a
fair market value of $7.75 (the closing price of the Common Stock on June 7,
1995), the Siegler, Collery Notes would be convertible into 5,308,756 shares of
Common Stock and therefore, the Corporation has reserved an aggregate total of
6,008,756 shares of Common Stock (including 700,000 shares reserved for issuance
upon exercise of the Siegler, Collery Warrants) in order to have a sufficient
number of shares of Common Stock available for issuance upon conversion of the
Siegler, Collery Notes and Siegler, Collery Warrants.

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<PAGE> 11

To the extent the fair market value or the Average Closing Price of the
Common Stock on the date of conversion of the Siegler, Collery Notes decreases,
the number of shares of Common Stock issuable upon conversion of these
securities will increase. Although there is no limit to the number of shares of
Common Stock which may be issued upon conversion of these securities, the
Corporation believes that the proposed increase to the authorized shares of
Common Stock will be sufficient to reasonably ensure that enough shares of
Common Stock are available for issuance upon conversion of the Siegler, Collery
Notes.

On May 23, 1995, the Corporation issued 531,463 shares of Series L Stock to
Toronto Dominion Investments, Inc. for a purchase price of $5,000,000 and agreed
to issue 531,463 additional shares of Series L Stock to Vanguard on September 1,
1995 for a purchase price of $5,000,000. Each share of Series L Stock is
convertible into one share of Common Stock. In connection with the issuance of
the Series L Stock, Vanguard agreed to terminate options to purchase an
aggregate of 3,000,000 shares of Common Stock and to waive the Corporation's
obligation to reserve 2,571,300 shares of Common Stock issuable upon the
exercise of options it holds to purchase Common Stock at an exercise price of
$17.00 per share (the "Vanguard Options"). Finally, the Corporation is proposing
to increase the number of shares of Common Stock issuable under the 1989 Option
Plan by 1,750,000 shares. See Proposal III.

As a result of the above described transactions and assuming the (i)
exercise of the Vanguard Options, (ii) conversion of the Siegler, Collery Notes
based on a fair market value of $7.75 per share, and (iii) approval by the
Corporation's stockholders of the proposal to increase the number of shares
issuable under the 1989 Option Plan, the Corporation would have an aggregate
total of 84,099,770 shares of Common Stock issued and outstanding.

The Board of Directors recommends the proposed increase in the authorized
number of shares of Common Stock to ensure that an adequate supply of authorized
and unissued shares are available for (i) additional issuances under the
Corporation's employee incentive plans, (ii) the raising of additional capital
for the operations of the Corporation or (iii) the financing of the acquisition
of other businesses. Except as described above, there are currently no plans or
arrangements relating to the issuance of any of the additional shares of Common
Stock proposed to be authorized and such shares would be available for issuance
without further action by stockholders, unless required by the Corporation's
Restated Certificate of Incorporation, its Bylaws or by applicable law.

The increase in the number of authorized shares of Common Stock has not
been proposed for any antitakeover-related purpose and the Board of Directors
and management of the Corporation have no knowledge of any current effort to
obtain control of the Corporation or accumulate large amounts of its Common
Stock. However, the availability of additional shares of Common Stock could make
any attempt to gain control of the Corporation or of the Board of Directors more
difficult. Shares of authorized but unissued Common Stock could be issued in an
effort to dilute the stock ownership and voting power of any person or entity
desiring to acquire control of the Corporation, which might have the effect of
discouraging or making less likely such a change of control. Such shares could
also be issued to other persons or entities who support the Board of Directors
in opposing a takeover attempt that the Board of Directors has deemed not to be
in the best interests of the Corporation and its stockholders.

In evaluating the proposed amendment, stockholders should consider the
effect of certain other provisions of the Corporation's Restated Certificate of
Incorporation and By-laws which may have anti-takeover consequences. These
provisions include (a) the authorization of 4,000,000 shares of Preferred Stock,
the terms of which may be fixed by the Board of Directors without further action
by stockholders, (b) a provision that standing Directors may be removed only by
a majority vote of stockholders entitled to vote, (c) a limitation on the
ability of stockholders to call special stockholder meetings and (d) a provision
that vacancies in, and newly created directorships resulting from an increase in
the authorized number of directors on, the Board of Directors may be filled by a
majority of the remaining Directors.

-9-
<PAGE> 12

Effective Date of Proposed Amendment and
Recommendation of the Board

If the proposed amendment to Article IV of the Restated Certificate of
Incorporation of the Corporation is adopted by the required vote of the
Corporation's stockholders, such amendment will become effective upon the filing
by the Corporation of a Certificate of Amendment to the Corporation's Restated
Certificate of Incorporation with the Secretary of the State of Delaware, which
is expected to be accomplished as soon as practicable after stockholder approval
is obtained. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSED AMENDMENT. The directors and officers of the Corporation intend to vote
their shares in favor of this Proposal.

-10-

<PAGE> 13
PROPOSAL III

APPROVAL OF AMENDMENTS TO
THE 1989 OPTION PLAN

The Proposal

At the Annual Meeting, there will be presented to the stockholders a
proposal to approve and ratify the adoption of amendments to the 1989 Option
Plan. The 1989 Option Plan is intended as an additional incentive to employees
and non-employee directors through the issuance of options to purchase Common
Stock of the Corporation to enter into or remain in the employ of or as a
director of the Corporation or its affiliates. In September 1994, the Board
adopted certain amendments to the 1989 Option Plan that are subject to
stockholder approval at the Annual Meeting. The amendments will not be effective
unless and until stockholder approval is obtained.

Under the proposal, the amendments would increase the number of shares
available for issuance under the 1989 Option Plan ("Option Shares") from
2,750,000 to 4,500,000 shares. The Board of Directors believes that the
Corporation's ability to grant options under the 1989 Option Plan ("Plan
Options") is a valuable and necessary compensation tool that aligns the
long-term financial interests of employees and directors with the financial
interests of the Corporation's stockholders and has contributed to the success
of the Corporation by improving its ability to attract, motivate and retain key
employees. A portion of the proposed increase in the number of shares available
for issuance under the 1989 Option Plan will be utilized to make grants to
certain senior executive officers and directors of the Corporation. See "New
Plan Benefits." If Proposal III is not approved by the Corporation's
stockholders, such officers and directors will not be entitled to receive such
options. In the event that Proposal III is approved by the Corporation's
stockholders, and upon the satisfaction of all current obligations, the
Corporation would have approximately 419,301 shares available for issuance of
additional options under the 1989 Option Plan as proposed to be amended.

The amendments also provide for the grant of options to non-employee
directors pursuant to a formula ("Formula Options") in order to comply with the
disinterested administration requirements found in Rule 16b-3 of the Exchange
Act. Pursuant to this amendment, non-employee directors received options to
purchase 10,000 Option Shares (subject to adjustment) in September 1994, and
thereafter will receive options to purchase an additional 10,000 Options Shares
at the first meeting of the Board following each annual meeting of stockholders.
Formula Options shall be immediately exercisable and shall have an Option Price
equal to the closing price of the Corporation's common stock as reported on the
NASDAQ/NMS on the trading day immediately prior to the day of such meeting.
Except as otherwise provided above, Formula Options shall be subject to the
provisions of the 1989 Option Plan applicable to Options granted to employees.

Recommendation of Board of Directors

THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT
HOLDERS OF COMMON STOCK AND PREFERRED STOCK VOTE FOR THIS PROPOSAL. The
directors and officers of the Corporation intend to vote their shares in favor
of this proposal.

Description of the 1989 Stock Option Plan

The 1989 Option Plan, as amended and restated, is set forth as Appendix A
to this Proxy Statement, and the description contained herein is qualified in
its entirety by reference to Appendix A.

General. The Corporation initially adopted the 1989 Option Plan on February
15, 1989 and the Plan shall continue in effect until such time as it is
terminated by the Board. The 1989 Option Plan, as amended, will increase from
2,750,000 to 4,500,000 the maximum number of shares of Common Stock issuable by
the Board of Directors under the 1989 Option Plan, subject to adjustment in
certain circumstances, including, but not limited to, for a stock split or
consolidation, a stock dividend or a recapitalization by the Corporation. The
1989 Option Plan is intended as an additional incentive to employees and

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<PAGE> 14

non-employee directors to enter into or remain in the employ or as a director of
the Corporation or its affiliates. All employees and non-employee directors
("Eligible Participants") of the Corporation and its affiliates are eligible to
participate in the 1989 Option Plan. Cumulatively, there are approximately 414
employees and eight non-employee directors eligible to receive Plan Options. The
1989 Option Plan is not qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "IRC") and is not subject to any provisions of the
Employment Retirement Income Securities Act of 1974 ("ERISA").

Administration: Terms of Options. The 1989 Option Plan is currently
administered by the Rule 16b-3 Committee, which has the authority to determine,
subject to the provisions of the 1989 Option Plan, the terms upon which options
are granted under the 1989 Option Plan, including the exercise price and the
duration of such options. The 16b-3 Committee may take into account, in granting
options, the nature of the person's services and responsibilities, his or her
present and potential contribution to the Corporation's success and such other
factors as it deems relevant.

Non-employee directors of the Corporation may only receive Formula Options
under the 1989 Option Plan, with 10,000 options granted annually at the first
meeting of the Board following each annual meeting of stockholders. Formula
Options are immediately exercisable and have an exercise price equal to the
closing price of the Corporation's common stock as reported on the NASDAQ/NMS on
the trading day immediately prior to the day of such meeting. The provisions of
the 1989 Option Plan covering the Formula Options are intended to operate
automatically and not require administration. To the extent that any
administrative determinations may be required, such determination shall be made
by a member or members of the Board who is/are not eligible to be granted Plan
Options under such sections, but in no event shall such determinations affect
the eligibility of non-employee directors, the determination of the exercise
price, the timing of the grants or the number of Option Shares subject to
Formula Options.

All options granted pursuant to the 1989 Option Plan are to be evidenced by
written option agreements stating the number of shares of Common Stock issuable
upon exercise of such option and the price at which such shares may be acquired.
Shares acquired pursuant to Plan Options shall be payable in cash or certified
check or such other method as the Board or the committee may approve.

No plan option is intended to be an incentive stock option within the
meaning of Section 422(b) of the IRC. Moreover, no Plan Option may exceed ten
years in duration from the date issued or be exercised after the expiration of
three years from the date the recipient leaves the employ of the Corporation or
membership on the Board.

The Board has the right to accelerate the termination of all Plan Options
in the following circumstances: (i) the Corporation is dissolved or liquidated
or sells substantially all of its assets; (ii) the Corporation is merged out of
existence; (iii) the Corporation becomes an 80% or more owned subsidiary of
another Corporation; or (iv) the optionee is found to have breached the terms of
his employment or to have engaged in any sort of disloyalty to the Corporation.

Plan Options are non-transferable except by will or pursuant to the laws of
descent and distribution.

The Board may amend the 1989 Option Plan from time to time but, not in such
a way as to adversely affect outstanding Plan Options. Notwithstanding any other
provision of the 1989 Option Plan, the section of the 1989 Option Plan covering
the Formula Options may not be amended more than once every six months, except
for amendments necessary to conform the 1989 Option Plan to changes in the
provisions of the IRC or ERISA, or the rules promulgated thereunder.

Federal Income Tax Consequences. Upon exercise, income will be recognized
in an amount equal to the difference between the exercise price and the fair
market value of the shares on the date of exercise.

Options Granted. After giving effect to the issuance of Plan Options
which are subject to he approval of this Proposal, a total of 4,080,699 Plan
Options have been granted as of the date hereof. As of the date of this Proxy
Statement and assuming the issuance of options to purchase 760,000 shares of
Common Stock granted to Mr. Eitan which are subject to the stockholder's
approval of this Proposal, Yaron Eitan, President and Chief Executive Officer of

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<PAGE> 15

the Corporation, has been granted options to purchase 2,563,753 shares of Common
Stock under the 1989 Option Plan; George Calhoun, President-Wireless Technology
Division, has been granted options to purchase 266,780 shares of Common Stock
under the 1989 Option Plan; Yoram Bibring, Executive Vice President, Chief
Operating Officer and Chief Financial Officer, has been granted options to
purchase 155,000 shares of Common Stock under the 1989 Option Plan; John Egidio,
Senior Vice President-Operations, has been granted options to purchase 50,000
shares of Common Stock under the 1989 Option Plan and Andrew Siegel, General
Counsel and Secretary, has been granted options to purchase 75,000 shares of
Common Stock under the 1989 Option Plan.

Assuming the issuance of all Plan Options subject to the approval of these
amendments by the Corporation's stockholders, all current executive officers as
a group have been granted options to purchase an aggregate of 2,843,753 shares
of Common Stock and all current directors (excluding Mr. Eitan, Mr. Calhoun and
Mr. Sharer with respect to the issuance of non-plan Options to purchase 40,000
shares of Common Stock) have been granted options to purchase an aggregate of
447,500 shares of Common Stock. All employees, excluding executive officers,
have been granted options to purchase an aggregate of 789,446 shares of Common
Stock. The aggregate market value of the Common Stock underlying all options
granted as of June 7, 1995 was $31,625,417 (based upon a price per share of
Common Stock of $7.75 as reported by the NASDAQ National Market System.)

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<PAGE> 16

New Plan Benefits

The following table sets forth all Plan Options which have been granted
subject to the approval of these amendments by the Corporation's stockholders to
the Corporation's Chief Executive Officer and to each of the other four most
highly compensated executive officers; all executive officers of the Corporation
or its affiliates as a group; all current non-employee directors of the
Corporation, as a group; and all employees other than executive officers of the
Corporation or its affiliates, as a group. See "Executive Compensation--Options
and Stock Appreciation Rights" for more information with respect to the grant of
Plan Options during the fiscal year ended December 31, 1994.

1989 Stock Option Plan, as amended

================================================================================
Name and Position Number of Option Shares
- -------------------------------------------------------------------------------

Yaron I. Eitan, Chief Executive Officer 760,000

George Calhoun, President - Wireless Technologies
Division 10,000

Yoram Bibring, Executive Vice President, Chief
Operating Officer and Chief Financial Officer --

John Egidio, Senior Vice President, Operations --

Andrew Siegel, General Counsel and Secretary --

Executive Officer Group(1) 1,030,000

Non-Executive Director Group(2) 70,000

Non-Executive Officer Employee Group 230,699

================================================================================

(1) The Executive Officer Group consists of Messrs. Churchill, Eitan, Calhoun,
Bibring, Hilsenrath, Egidio, and Siegel. Of these Plan Options, Plan
Options to purchase 760,000 shares were granted to Mr. Eitan, Plan Options
to purchase 10,000 shares were granted to Mr. Calhoun and Plan Options to
purchase 260,000 shares were granted to Mr. Churchill.

(2) The Non-Executive Director Group consists of all directors of the Company
other than Messrs. Churchill, Eitan and Calhoun; each of which (other than
Mr. Liebhaber) received Plan Options to purchase 10,000 shares.

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<PAGE> 17
PROPOSAL IV

RATIFICATION OF THE
SELECTION OF COOPERS & LYBRAND L.L.P.
AS THE CORPORATION'S INDEPENDENT AUDITORS

The Board of Directors of the Corporation has selected Coopers & Lybrand
L.L.P. as independent auditors to examine and verify the accounts of the
Corporation for the 1995 fiscal year, and to report thereon to the Board of
Directors and the stockholders. This selection has been submitted for
ratification or rejection at the Annual Meeting.

The Corporation's financial statements for the year ended December 31, 1994
were examined by Coopers & Lybrand L.L.P., independent public accountants.

Coopers & Lybrand L.L.P. has no interest or relationship with the
Corporation except in the capacity of independent auditors, nor has that firm
had any other interest or relationship with the Corporation in the past.

Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting. Such representatives will have the opportunity at the Annual
Meeting to make a statement if they so desire and will be available to respond
to appropriate stockholder questions.

Recommendation of Board of Directors

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<PAGE> 18
MANAGEMENT OF THE CORPORATION

The executive officers and key employees of the Corporation are:

Name Age Position
---- --- --------
Winston J. Churchill 54 Chairman of the Board and Director
Yaron I. Eitan 39 President, Chief Executive Officer and Director
George Calhoun 42 President - Wireless Technologies Division and
Director
Yoram Bibring 37 Executive Vice President, Chief Operating Officer
and Chief Financial Officer
Oliver Hilsenrath 37 Senior Vice President - Technology
John Egidio 46 Senior Vice President - Operations
William Opet 38 Senior Vice President - Marketing and Sales
Andrew Robb 52 Managing Director, European Operations
Andrew Siegel 29 General Counsel and Secretary

Set forth below is certain information regarding the employment history and
business background of each of the executive officers listed above who are not
also directors of the Corporation.

Mr. Bibring joined the Corporation as Chief Financial Officer in April
1991. He has served as Executive Vice President, Chief Operating Officer and
Chief Financial Officer of the Corporation since June 1993. He also served as
Vice President of Aryt Optronics Industries, Ltd. ("Aryt") from December 1990 to
April 1992. During the period of time Mr. Bibring served as an officer of both
Aryt and the Corporation, Aryt was a holding company which had no business
operations other than the ownership of interests in other business entities.
From November 1986 to January 1990, Mr. Bibring was a Senior Auditor at Shachak
& Company, a public accounting firm in Israel.

Mr. Hilsenrath has served as Senior Vice President of the Corporation since
1992. From 1990 to 1992, he was employed as Engineering Manager by the Aydin
Vector Division of Aydin Corporation (defense electronics and communications).
From 1983 through 1990, Mr. Hilsenrath was employed by the Communication
Directorate of Rafael Armament Development Authority, the primary research and
development center of the Israel Ministry of Defense, where he served as Chief
Research and Development Engineer.

Mr. Egidio became Senior Vice President of the Corporation in October 1993.
From August 1991 to October 1992, he was President and Chief Executive Officer
of Metagram America, Inc., Manhasset, NY (alphanumeric messaging). From February
1985 to April 1990, Mr. Egidio was President and Chief Executive Officer of
MobileMedia Communications, Inc. (previously Metromedia Paging), Ridgefield
Park, NJ (wireless communications), a subsidiary of Southwestern Bell.

Mr. Opet was appointed Vice President of Marketing for the Corporation in
April 1994 and has been Senior Vice President-Marketing and Sales since
October 1994. From June 1990 to March 1994, he served as Vice President of
Marketing for LIN Broadcasting ("LIN"), Kirkland, Washington, a 52% owned
subsidiary of McCaw Cellular, where he worked extensively on the introduction of
digital cellular systems. From May 1986 to June 1990, Mr. Opet was Vice
President of Marketing and Sales for LIN's Philadelphia cellular operations.

Mr. Robb was appointed as Managing Director for the Corporation's European
operations during 1994. He had served as Managing Director of NB3 and one of its
predecessor companies for more than five years. Prior to January 1987, Mr. Robb
served as Sales Director of the Communications Group of Motorola in the United
Kingdom for approximately four years.

Mr. Siegel has served as General Counsel and Secretary of the Corporation
since March 1993. From January 1990 to March 1993, he practiced law with
Skadden, Arps, Slate, Meagher & Flom, New York, New York.

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<PAGE> 19
EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Corporation and the other executive officers required to be
reported pursuant to Item 402(a)(3) of Regulation S-K promulgated under the
Exchange Act for all services performed by such executive officers for the
Corporation or its affiliates, whether paid by the Corporation, its affiliates
or a third party. Except as set forth herein, none of the named executive
officers received during the last three fiscal years any prerequisites or other
personal benefits, securities or property which had an aggregate value of
greater than the lower of $50,000 or 10% of the total salary and bonus reported
for such executive officer.

Long Term
Annual Compensation Compensation
------------------------- ------------
Securities
Name & Principal Underlying All other
Position Year Salary Bonus Options(1) Compensation
-------- ---- ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Yaron I. Eitan 1994 $224,025 $125,000 960,000 $36,919(2)
President and Chief 1993 224,642 225,000 10,000 39,240(2)
Executive Officer 1992 171,095 - 710,000 28,712(2)

George Calhoun 1994 173,543 35,000 10,000 -
President-Wireless 1993 149,994 50,000 10,000 1,415(3)
Technologies Division 1992 73,183 - - -

Yoram Bibring 1994 131,910 35,000 - 8,557(4)
Executive Vice President, 1993 119,260 50,000 65,000 9,333(4)
Chief Operating Officer 1992 94,023 - - 8,235(4)
and Chief Financial
Officer

John Egidio(5) 1994 121,563 30,000 20,000 -
Senior Vice President- 1993 26,520 - 40,000 -
Operations

Andrew Siegel(6) 1994 117,506 25,000 15,000 2,019(7)
General Counsel 1993 89,088 25,000 60,000 759(7)
and Secretary
</TABLE>
- --------------------------

(1) In addition to the options reported hereunder, Mr. Eitan, Mr. Calhoun
and Mr. Bibring received options to purchase 207,295, 246,780 and
49,356 shares of Common Stock, respectively, in connection with the
merger of PowerSpectrum into a wholly-owned subsidiary of the
Corporation in 1992. The exercise price for such options is $.061 per
share. These options were granted pursuant to the Plan of Merger in
exchange for PowerSpectrum options which had been previously awarded to
these executive officers.

(2) Consists of life and disability insurance premiums paid by the
Corporation for Mr. Eitan aggregating $28,960 and $3,699, respectively
in 1994, $31,292 and $3,451 in 1993 and $500 and $4,212 in 1992;
contributions by the Corporation to the Corporation's 401(k) plan on
behalf to Mr. Eitan of $4,260 in 1994 and $4,497 in 1993 and
compensation for unused vacation days of $24,000 accrued in 1992.

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<PAGE> 20

(3) Consists of life insurance premiums paid by the Corporation for Mr.
Calhoun of $204 in 1993 and contributions by the Corporation to the
Corporation's 401(k) plan on behalf of Mr. Calhoun of $1,211 in 1993.

(4) Consists of life and disability insurance premiums paid by the
Corporation for Mr. Bibring aggregating $6,500 and $2,057, respectively
in 1994, $7,417 and $1,916 in 1993 and $6,500 and $1,735 in 1992.

(5) Mr. Egidio joined the Corporation in October 1993.

(6) Mr. Siegel joined the Corporation in March 1993.

(7) Consists of contributions by the Corporation to the Corporation's
401(k) plan on behalf of Mr. Siegel.

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<PAGE> 21
Options and Stock Appreciation Rights

The following tables contain information concerning option grants to, and
option exercises by, the executive officers named in the Summary Compensation
Table during fiscal 1994 and the value of the options held by such persons at
the end of fiscal 1994. No Stock Appreciation Rights ("SARs") were granted or
exercised during fiscal 1994.

Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>

Potential Realizable Value at
Assumed Annual Rates of Stock
Appreciation for Option Term(1)
-------------------------------
Number
of Securities % of Total
Underlying Options Granted Exercise or
Options to Employees Base Price
Name Granted (#) In Fiscal Year $/Sh)(2) Expiration Date 5%($) 10%($)
---- ----------- -------------- ------ --------------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Yaron I. Eitan 10,000(3) 0.6% $10.50 Sept. 12, 2004 $ 66,000 $ 167,300
200,000(3) 13.0 13.87 Feb. 4, 2004 1,744,000 4,420,000
225,000(4) 14.6 8.00 Dec. 7, 2004 1,131,750 2,868,750
250,000(5) 16.2 10.00 Dec. 7, 2004 1,572,500 3,985,000
275,000(6) 17.8 14.00 Dec. 7, 2004 2,420,000 6,135,250

George Calhoun 10,000(3) 0.6 10.50 Sept. 12, 2004 66,000 167,300

Yoram Bibring - - - - - -

John Egidio 20,000(7) 1.2 11.00 Aug. 10, 2004 138,400 350,600

Andrew Siegel 15,000(8) 1.0 8.50 April 1, 2004 80,250 203,250
</TABLE>
- --------------------------

(1) In accordance with the rules of the Commission, "Potential Realizable
Value" has been calculated assuming an aggregate ten-year appreciation
of the fair market value of the Corporation's Common Stock on the date
of grant, at annual compounded rates of 5% and 10%, respectively.

(2) The exercise price of each option reported hereunder was equal to or
greater than the fair market value of the Corporation's Common Stock on
the date such option was granted.

(3) These options were immediately exercisable when granted.

(4) These options become exercisable on December 7, 1995.

(5) These options become exercisable on December 7, 1996.

(6) These options become exercisable on December 7, 1997.

(7) These options became exercisable with respect to 6,667 shares in
October 1994. The remainder of the options become exercisable in equal
installments in October of 1995 and 1996.

(8) These options become exercisable in equal installments on each of the
first two anniversaries after the date of grant.

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<PAGE> 22

Aggregate Option Exercises in Last Fiscal Year and FY-End Option Values

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End ($)
Shares Acquired Value (Exercisable/Unex- (Exercisable/Unex-
Name on Exercise (#) Realized($) erciseable) erciseable)(1)
- ---- --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Yaron Eitan - - 1,220,295/850,000 $6,385,946/$579,750

George Calhoun - - 366,780/ 0 2,593,476/ 0

Yoram Bibring - - 144,355/ 40,000 955,185/ 105,200

John Egidio - - 20,000/ 40,000 7,600/ 15,200

Andrew Siegel - - 47,500/ 27,500 146,175/ 73,575
</TABLE>
- --------------------------

(1) Value based on market value of the Corporation's Common Stock on
December 31, 1994, or $8.625 per share, minus the exercise price.

Employment Agreements and Other Matters

In March 1995, the Corporation and Mr. Churchill entered into an agreement
pursuant to which Mr. Churchill agreed to serve as the Chairman of the Board of
the Corporation through March 31, 1998. Under the agreement, Mr. Churchill is
paid compensation of $50,000 per year and is eligible to receive bonuses at the
discretion of the Compensation Committee. In addition, Mr. Churchill was granted
options to purchase 250,000 shares of the Corporation's Common Stock at prices
ranging from $8.00 to $14.00 per share. The options were immediately exercisable
with respect to 83,334 shares and become exercisable with respect to 83,333
shares on each of March 31, 1996 and March 31, 1997.

During 1994, Mr. Eitan served as the President and Chief Executive Officer
of the Corporation pursuant to an employment agreement which expired on March
31, 1995. Under such agreement, Mr. Eitan was paid a base salary of $225,000 per
year pursuant to such agreement, subject to such adjustment in future years as
was agreed upon by the Committee and Mr. Eitan. Mr. Eitan's agreement did not
specify the circumstances under which such base salary may be adjusted and there
was no maximum limit on the amount of such adjustments. Mr. Eitan was also
entitled to receive an annual cash bonus in an amount equal to three percent of
the Corporation's consolidated pre-tax income for each fiscal year in which such
agreement is in effect, as certified by the Corporation's independent
accountants. Mr. Eitan was also eligible to receive such additional bonuses
(including stock grant awards and options) as was determined by the Committee,
whose determination was not required to be based on specific performance goals.
The Compensation Committee of the Board of Directors awarded Mr. Eitan a bonus
of $125,000 for the fiscal year ended December 31, 1994. Presently, Mr. Eitan
serves as the President and Chief Executive Officer of the Corporation pursuant
to a new employment agreement which expires on March 31, 1998. Under such
Agreement, Mr. Eitan will be paid a base salary of $250,000 during the first
year thereof, $275,000 per year during the second year thereof and $320,000 per
year during the third year thereof. Mr. Eitan is also entitled to receive such
additional bonuses as shall be determined by the Compensation Committee in its
sole discretion. Mr. Eitan was also granted options to purchase an aggregate of
750,000 shares of the corporation's common stock. See "Proposal III - New Plan
Benefits".

Pursuant to both Mr. Eitan's past and present agreements, the Corporation
provides Mr. Eitan with health, accident and individual disability insurance as
well as a life insurance policy with benefits aggregating $1,500,000, with the
beneficiaries thereunder to be named by him. Mr. Eitan is also to be reimbursed
for out-of-pocket expenses incurred in connection with the performance of his
duties. Mr. Eitan also receives the use of an automobile supplied by the
Corporation, of value and quality acceptable to him. The Corporation is
responsible for all expenses and maintenance costs attributed thereto as well as
for the costs of insuring such vehicle. There is no specific limit in Mr.
Eitan's agreement as to the amount to be expended by the Corporation for the
use and maintenance of such automobile.

-20-

<PAGE> 23

Mr. Eitan is bound by his employment agreement to treat confidentially all
proprietary information learned by him during the course of his employment with
the Corporation for the term of the agreement and for three years thereafter.
Mr. Eitan has also agreed to refrain from competing, in any state of the United
States or in Israel, with the Corporation or any of its subsidiaries during the
term of the agreement and for a period of three years thereafter. He has also
agreed to refrain from soliciting the Corporation's employees or officers
following the termination of his employment.

The Corporation has also agreed to use its best efforts to have Mr. Eitan
elected as a member of the Board of Directors of the Corporation during the term
of his employment agreement.

George Calhoun serves as the President of the Corporation's Wireless
Technologies Group. Mr. Calhoun is presently paid a base salary at the rate of
$175,000 per year, subject to annual adjustments. Mr. Calhoun is entitled to
receive all employee benefits offered to senior executives and key management
employees, including without limitation, disability insurance, hospitalization
insurance, major medical insurance, medical reimbursement, survivor income, life
insurance and any other benefit plan or arrangement. Mr. Calhoun is entitled to
be reimbursed for all out-of-pocket expenses reasonably and necessarily incurred
in the performance of his duties. Mr. Calhoun also receives the use of an
automobile and an allowance to cover all expenses and maintenance costs
attributed thereto, as well as the cost of insuring such vehicle.

During 1994, the Corporation entered into one year employment agreements
with each of Yoram Bibring, John Egidio, William Opet and Andrew Siegel. The
term of each of these agreements is automatically extended for an additional
year unless the Corporation or the respective executive officer provides the
other sixty days' advance notice of its or his desire to terminate the
employment relationship. Pursuant to these agreements, the Corporation is
obligated to pay each of these executives a base salary at least equal to the
base salary such executive received during 1994. The actual compensation payable
to each of these executives shall be determined by the Compensation Committee.
These executives are also eligible to receive annual bonuses in amounts
determined by the Compensation Committee based upon such executive's performance
and the operating results and financial condition of the Corporation. In
addition, the executives are entitled to participate in all employee benefit
plans and arrangements which are generally available to the Corporation's
executive officers.

The Corporation may terminate the employment agreement with any of Messrs.
Bibring, Egidio, Siegel or Opet for "cause" (as defined in the respective
employment agreements) or in the event of the death or incapacity of such
executive. In the event the Corporation terminates Messrs. Bibring, Egidio, Opet
or Siegel for another reason, such executive will generally be entitled to six
months salary, in the case of Messrs. Bibring and Opet, or ninety days salary in
the case of Messrs. Egidio and Siegel. Upon certain "changes of control" (as
defined in the respective employment agreements) of the Corporation, each of
Messrs. Bibring and Siegel will be entitled to an amount equal to six times his
respective average monthly compensation for the twelve month period preceding
the change of control plus an amount sufficient to reimburse such officer for
tax liabilities incurred as a result of such change of control payments. In
addition, all stock options granted to Messrs. Bibring, Siegel and Opet will
vest upon certain changes of control.

Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings including this Proxy
Statement in whole or in part, the following Performance Graph and the Committee
Report on Executive Compensation shall not be incorporated by reference into any
such filings.

-21-
<PAGE> 24

Comparative Stock Performance

The graph below compares the cumulative total stockholder return on the
Corporation's Common Stock since December 31, 1989 with the cumulative total
return on the S&P 500 Index, a peer group of eight companies engaged in
providing wireless communications and/or paging services (the "Peer Group") and
a peer group of 73 companies engaged in the manufacture of television, radio and
communications equipment (the "Prior Peer Group") over the same period (assuming
the investment of $100 in the Corporation's Common Stock, the S&P 500 Index, the
Peer Group and the Prior Peer Group on December 31, 1989, and reinvestment of
all dividends). The cumulative total return for the Peer Group and the Prior
Peer Group have been weighted according to the respective Peer Group and Prior
Peer Group member's stock market capitalization at the beginning of each period
for which a return is indicated. The cumulative total stockholder return
represents the value that such investments would have had on December 31, 1994.
Total return calculations for the S&P 500 Index, the Peer Group and the Prior
Peer Group were performed by Standard & Poor's Compustat Services, Inc.

Over the past three years, the Corporation has restructured its business
operations from a business engaged primarily in defense related industries to a
business engaged primarily in the communications products and wireless
communications services industries. During this period, most of the
Corporation's revenues were generated by the sales of communications products
and management believed that the operations of companies classified in standard
industrial code 3663 entitled "Radio, Television, Broadcast Communications
Equipment" were comparable to the operations of the Corporation and that such
companies' stock performance reflected a meaningful reference against which the
Corporation's stockholders could measure the Corporation's performance. With the
development of the Corporation's integrated digital wireless communications
network and the acquisition of certain wireless communications service providers
during the last two years, management believes that the investment community
focuses on the Corporation's wireless communications operations when valuing the
Corporation. As a result, management believes that the companies included in the
Peer Group provide the most meaningful comparison for stockholders to measure
the Corporation's stock performance against. Although the Corporation does not
believe that the Prior Peer Group provides stockholders as meaningful a
reference to measure the performance of the Common Stock as does the Peer Group,
the Corporation has included the Prior Peer Group's performance on the graph
below because it is required pursuant to Securities Exchange Commission
regulations and because certain of the companies included in the Peer Group have
had their securities traded publicly for only a limited period of time. See
footnote 2 below.

-22-
<PAGE> 25
TOTAL RETURN TO SHAREHOLDERS(1)

Fiscal Year Basis: December

<TABLE>
<CAPTION>
Return Return Return Return Return
Company\Index Name 1990 1991 1992 1993 1994
- ------------------
<S> <C> <C> <C> <C> <C> <C>
GEOTEK COMMUNICATIONS -25.00 16.67 139.26 276.16 -45.24
S&P 500 INDEX -3.11 30.47 7.62 10.08 1.32
PEER GROUP(2) -33.10 15.96 49.04 74.82 20.00
PRIOR PEER GROUP(3) -15.79 30.03 49.04 74.82 20.00
</TABLE>

Indexed\Cumulative Returns
<TABLE>
<CAPTION>
Base
Period Return Return Return Return Return
Company\Index Name 1989 1990 1991 1992 1993 1994
- ------------------
<S> <C> <C> <C> <C> <C> <C>
GEOTEK COMMUNICATIONS 100.00 75.00 87.50 209.35 787.50 431.25
S&P 500 INDEX 100.00 96.90 126.42 136.05 149.76 151.74
PEER GROUP(2) 100.00 66.90 77.58 76.09 143.58 85.28
PRIOR PEER GROUP(3) 100.00 84.21 109.50 163.21 285.32 342.37
</TABLE>
- --------------------------

(1) This total return to shareholders model assumes reinvested dividends.

(2) The Peer Group consists of the following publicly traded companies
which are engaged in providing wireless communications and/or paging
services and set forth in parenthesis after the name of each company is
the return year during which such company is first included in the Peer
Group: Dialpage Inc. (1993), Metricom Inc. (1993), Nextel
Communications (1993), Onecomm Corp. (1994), Pittencrieff
Communications (1994), Qualcomm Inc. (1992), Racotek Inc. (1994) and
Vanguard Cellular Systems (1990).

(3) The Prior Peer Group consists of the following publicly traded
companies within the 3663 Standard Industrial Classification entitled
"Radio, Television, Broadcast Communications Equipment":

Allen Group Electronics Missiles & Comm Racal Electrs Plc - Spon ADR
AM Communications Inc General Instrument Corp Radyne Corp
Ampex Corp/DE -CLA Gentner Communications RF Monolithics Inc
Andrea Electronics Corp Geotek Communications Satellite Tech Mgmt Inc
Andrew Corp Gilat Satellite Networks Ltd Scientific Radio Systems Inc
Antec Corp Glenayre Technologies Inc. Scientific-Atlanta Inc
Applied Signal Technology Harris Corp. Skysat Comm Network -CLA
Aydin Corp Information Res Engr Inc. Sonar Radio Corp
C-COR Electronics Inc Interdigital Commun Corp Spectrian Corp
Cabre Corp Itron Inc. SSE Telecom Inc
California Amplifier Inc Koor Industries Ltd Stanford Telecommunications
California Microwave Larcan-TTC Inc. Starsight Telecast Inc
Circuit Research Labs Inc Lifeline Systems Inc. Sunair Electronics Inc.
Cobra Electrs Corp Logimetrics Inc -CLA Symetrics Inds
Coded Communications Corp Merrimac Industries Inc. TCI Intl Inc
Compression Labs Metricom Inc Technical Communications CP
Comtech Telecommun Microdyne Corp TEE Comm Electrs Inc
Cycomm International Inc Motorola Inc Tekelec
Datamarine Intl Inc Nokia Corp -ADR TSX Corp
Datron Systems Inc./DE Odetics Inc -CLA Vertex Communications Corp
Destron Fearing Corp Optelecom Inc Video Sentry Corp
Digital Microwave Corp Ortel Corp VSI Enterprises Inc
Digital Recorders Inc Pico Products Inc. VTEL Corp
Discovery Technologies Inc Qualcomm Inc Wavephore Inc
Wegener Corp
</TABLE>
-23-

<PAGE> 26

Committee Report on Executive Compensation

Overview and Philosophy

During 1994, the Compensation Committee of the Board of Directors was
composed of Messrs. Auch, Churchill, Eitan and Griffin. The Compensation
Committee is responsible for developing and making recommendations to the Board
with respect to the Corporation's executive compensation policies. In addition,
the Compensation Committee, pursuant to authority delegated by the Board,
determines on an annual basis the compensation to be paid to the Chief Executive
Officer and each of the other executive officers of the Corporation. Decisions
with respect to awards of stock options under the Corporation's 1989 Option Plan
are made by the Rule 16b-3 Committee. The members of the Rule 16b-3 Committee
from January through August 1994 were Messrs. Auch and Griffin. In September
1994, Mr. Auch replaced Mr. Sharer on the Rule 16b-3 Committee. The Compensation
Committee and the Rule 16b-3 Committee are referred to collectively as the
"Committees."

The Corporation's Executive Compensation Program is based on guiding
principles designed to align executive compensation with the values and
objectives, business strategy, management initiatives, and the business and
financial performance of the Corporation. In applying these principles the
Committees have established a program to:

. Attract and retain key executives critical to the
long-term success of the Corporation and each of its
business groups.
. Reward executives for long-term strategic management
and the enhancement of stockholder value.
. Integrate compensation programs with both the
Corporation's annual and long-term strategic planning
and measuring processes.
. Support a performance-oriented environment that
rewards achievement with respect to the Corporation's
goals and also as compared to others in the industry.

Beginning in 1992, the Corporation instituted a plan designed to change the
strategic focus of the Corporation from an entity primarily engaged in the
defense electronics industry to an entity primarily engaged in the development
of, and provision of services in connection with, wireless communication
services and products. In the last several years, the Corporation has disposed
of all of its defense electronics operations and acquired, in whole or in part,
a number of subsidiaries which operate in the field of wireless communications.
Much of the Corporation's current wireless communications operations are in an
early stage, require significant capital expenditures and have generated
relatively small revenues to date.

As a consequence of the Corporation's transformation and the early stage of
much of its operations, many traditional corporate performance measures are not
representative of the contributions made to the Corporation by individual
executive officers of the Corporation. Thus, in making compensation decisions,
the Committees focus on the individual contributions of executive officers to
the Corporation's strategic goals, including, but not limited to, the formation
of strategic alliances, the raising of capital, the acquisition of operating
subsidiaries and the execution by such officers of the Corporation's business
plan. The Committees use their discretion to set executive compensation where,
in their judgment, external, internal or an individual's circumstances warrant
it.

The Committees also periodically review the compensation policies of other
similarly situated companies, as set forth in the proxy statements of such
companies, to determine whether the Corporation's compensation decisions are
competitive within the telecommunications and electronics industries, as well as
with a broader group of companies of comparable size and complexity. This
comparison group includes the companies included in the Peer Group and certain
of the companies which comprise the Prior Peer Group included in the Performance
Graph. The Committees focus on companies engaged in these industries because
these are the areas where the Corporation has recently devoted, and expects to
continue to devote, a substantial portion of its efforts and resources.

-24-

<PAGE> 27

Executive Officer Compensation Program

The Corporation's executive officer compensation program is comprised of
base salary, long-term incentive compensation in the form of stock options and
various benefits, including medical and pension plans generally available to
employees of the Corporation.

Base Salary and Bonus. Base salary levels for the Corporation's executive
officers are competitively set relative to companies in the telecommunications
and electronics industries and other comparable companies. In determining
salaries, the Compensation Committee also takes into account individual
experience and performance and specific issues particular to the Corporation.
The Compensation Committee generally sets base salary for executive officers at
the median to low end of the range at which comparable companies compensate
their executive officers. The Compensation Committee believes that executive
officers should receive a substantial potion of their compensation in the form
of discretionary bonuses and stock options as these types of compensation awards
better incentives executive officers to achieve long-term value for the
Corporation and its stockholders. The Committees believe they have achieved a
proper balance between providing enough immediate cash compensation to retain
and attract top quality managers and providing long term incentives, in the form
of stock options and cash bonuses, to promote long-term growth for the
Corporation's stockholders.

Stock Option Plan. The Corporation's 1989 Option Plan is the Corporation's
long-term incentive plan for executive officers and key managers. The objectives
of the program are to align executive and stockholder long-term interests by
creating a strong and direct link between executive pay and the Corporation's
performance and to enable executives to develop and maintain a significant,
long-term stock ownership position in the Corporation's Common Stock.

The Corporation's 1989 Option Plan authorizes the Board of Directors or a
designated committee thereof to award stock options to key executives. The Rule
16b-3 Committee is responsible for the grant of stock options to the
Corporation's executive officers. Stock options are granted at varying intervals
at an option price equal to or greater than the fair market value of the
Corporation's Common Stock on the date of grant, generally vest over a
three-year period and have a ten-year term. Current options held by the
executive officers are considered in determining the amount of awards to such
executive officers. As the Committees believe that the award of stock options is
the best incentive for executive officers to promote long-term growth for the
Corporation's stockholders, the Committees attempt to make the grant of stock
options a substantial part of the executive officers' compensation. As a result,
the number of options granted to the Corporation's executive officers tend to be
in the median to high range of option grants to executive officers of comparable
companies. The Committees believe these relatively high option grants allow the
Corporation to attract and retain quality managers while paying relatively lower
cash compensation.

Benefits. The Corporation provides medical and pension benefits to its
executive officers that are generally available to the Corporation's employees.
The amount of perquisites, as determined in accordance with the rules of the
Commission relating to executive compensation, did not exceed 10% of salary for
the 1994 fiscal year. The Compensation Committee does not consider benefits and
perquisites to be a significant portion of the Corporation's executive officer
compensation.

Section 162(m) of the IRC

In general, Section 162(m) of the IRC limits the ability of public
corporations to deduct remuneration in excess of certain thresholds paid to
certain executive officers. The Committees continuously monitor and review the
compensation of the Corporation's highest paid executive officers to ensure that
the Corporation's deduction for remuneration is not subject to the limitations
imposed by Section 162(m) of the IRC. For example, remuneration to executive
officers in the form of stock options is intended to qualify as
performance-based compensation within the meaning of Section 162(m) of the IRC
and, thus, would not be subject to deduction limitations imposed thereunder.

-25-

<PAGE> 28

Chief Executive Officer Compensation

Mr. Eitan was appointed to the position of Chief Executive Officer in 1989.
During 1994, Mr. Eitan served as the President and Chief Executive Officer of
the Corporation pursuant to an employment agreement which expired on March 31,
1995. Under such agreement, Mr. Eitan was paid a base salary of $225,000 per
year and was entitled to receive an annual cash bonus in the amount equal to
three percent of the Corporation's consolidated pre-tax income for each fiscal
year in which such agreement was in effect, as determined by the Corporation's
independent accountants. No bonus was payable to Mr. Eitan during 1994 pursuant
to this formula. Mr. Eitan was also eligible to receive such additional bonuses
(including stock grant awards and options) as determined by the Committees based
upon the factors enumerated above. Mr. Eitan does not participate in the
decision making of the Compensation Committee with regard to any discretionary
bonuses which may be awarded to him. During 1994, Mr. Eitan received a
discretionary bonus equal to $125,000. In addition, in connection with the
waiver by Mr. Eitan of certain rights contained in a prior employment agreement,
Mr. Eitan received options to purchase 200,000 shares of Common Stock. Finally,
Mr. Eitan was granted options to purchase an additional 10,000 shares of Common
Stock as compensation for his service on the Corporation's Board of Directors.
This award was the same as that made to all other directors of the Corporation.

The Committees feel that the size of Mr. Eitan's bonus and the option
grants to Mr. Eitan are appropriate in light of Mr. Eitan's vital leadership in:
(i) the transformation of the Corporation's strategic focus discussed above;
(ii) the raising of capital during the last several years through, among other
things, the offer and sale of Preferred Stock; (iii) acquisition and oversight
of significant equity interests in several new operating subsidiaries during the
last several years, including but not limited to, Speech Design Gmbh, GMSI, NB3,
Cumulous Communications Company, Preussag Bundelfunk GmbH and DBF Bundelfunk
GmbH & Co. Betriebs KG; and (iv) the continued development of the Corporation's
wireless communications technologies and networks. Although the market price of
the Corporation's Common Stock declined during 1994, the overall performance of
the Corporation's Common Stock during the last several years has been very
positive. The Committees attribute much of the Corporation's success to the
efforts of Yaron Eitan.

In recognition of Mr. Eitan's efforts and achievements and in order to
induce Mr. Eitan to continue in the employ of the Corporation, the Corporation
and Mr. Eitan entered into a new employment agreement which became effective
April 1, 1995. The agreement expires on March 31, 1998. Pursuant to the
agreement, Mr. Eitan will continue to serve as the President and Chief Executive
Officer of the Corporation and will be paid a base salary of $250,000 during the
first year thereof, $275,000 per year during the second year thereof and
$320,000 per year during the third year thereof. Mr. Eitan is also entitled to
receive such additional bonuses as shall be determined by the Compensation
Committee in its sole discretion. Mr. Eitan was also granted, subject to the
approval of the Corporation's stockholders of an amendment to the 1989 Option
Plan (see Proposal III), options to purchase an aggregate of 750,000 shares of
the corporation's common stock at prices ranging from $8 to $14 per share. These
options vest over a three year period, with an exercise price for a substantial
portion of the options at a price well above the market price of the Common
Stock on the date of grant. These options are designed to provide Mr. Eitan with
an additional incentive to increase the return to the Corporation's stockholders
and to align Mr. Eitan's interest to those of the Corporation's stockholders.
The Committees believe that the cash compensation payable and the option awards
to Mr. Eitan are consistent with its policies to pay relatively lower levels of
cash compensation and incentives the Corporation's executive officers with stock
options, the value of which are aligned with the value generated for the
Corporation's stockholders.

Walter E. Auch
Haynes G. Griffin

Members of the Compensation Committee and the Rule 16b-3 Committee

Winston Churchill
Yaron Eitan

Members of the Compensation Committee

-26-

<PAGE> 29

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Messrs. Auch, Churchill, Eitan
and Griffin. Mr. Churchill is the Corporation's Chairman and Mr. Eitan is the
Corporation's President and Chief Executive Officer. The Rule 16b-3 Committee
consists of Messrs. Auch and Griffin.

In August 1991, the Board of Directors of the Corporation approved an
arrangement with Yaron Eitan in connection with the relocation of his permanent
residence from the Philadelphia, PA area (the former site of the Corporation's
headquarters) to the Ramsey, NJ area (the site of the Corporation's new
headquarters at that time), pursuant to which, among other things, Mr. Eitan
received a three year $25,000 loan from the Corporation. This loan accrued
interest at a rate of 8% and was repaid during 1994.

In October 1992, Yaron Eitan purchased from the Corporation 100,000 shares
of Common Stock and 100,000 warrants to purchase Common Stock, at an exercise
price of $3.10 per share, for an aggregate purchase price of $185,000. Of such
purchase price, $30,000 was paid in cash and the remainder was loaned by the
Corporation to Mr. Eitan at an interest rate of prime plus 1%, to be paid within
12 months of the date of purchase. The term of this loan has been extended to
October 1995. The outstanding balance of this loan (including accrued interest)
on December 31, 1994 was $180,654.

-27-

<PAGE> 30
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership (as determined in accordance with Rule 13d-3 promulgated under the
Exchange Act) of the Corporation's Common and Preferred Stock as of June 6,
1995, for (a) directors and executive officers of the Corporation, (b) all
directors and executive officers of the Corporation, as a group, and (c) each
person who is known by the Corporation to own beneficially 5% or more of the
Corporation's Common Stock. No director or executive officer of the Corporation
beneficially owns any of the Corporation's Series E Preferred Stock or Series K
Stock. Except as otherwise noted, each person listed below has sole voting and
dispositive power with respect to the shares of Common Stock listed next to such
person's name.

Total
Number of Percentage Percentage Percentage
Shares of of Class of of Class of of Class of
Common Common Series H Series I
Directors, Nominees Series Series Stock Stock Stock Stock
and Executive Officers Common H I Beneficially Beneficially Beneficially Beneficially
- ---------------------- ------ - - Owned(1) Owned(2) Owned Owned
-------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>

Walter E. Auch(3) 21,891 0 0 96,891 * 0 0
Yoram Bibring(4) 78,356 0 0 222,711 * 0 0
George Calhoun(5) 265,161 0 0 631,941 1.22% 0 0
Purnendu Chatterjee(6) 0 444,445 20 5,505,510 9.66% 100% 100%
Winston Churchill(7) 1,023,330 0 0 1,044,130 2.03% 0 0
John Egidio(8) 0 0 0 20,000 * 0 0
Yaron Eitan(9) 393,170 0 0 1,613,465 3.06% 0 0
Haynes G. Griffin(10) 2,800,000 0 0 8,095,714 14.25% 0 0
Oliver Hilsenrath(11) 10,000 0 0 44,678 * 0 0
Richard Krants(12) 462,573 0 0 510,073 * 0 0
Richard T. Liebhaber 0 0 0 0 0% 0 0
Haim Rosen(13) 1,200,000 0 0 1,220,000 2.37% 0 0
Kevin W. Sharer(8) 0 0 0 50,000 * 0 0
Andrew Siegel(14) 400 0 0 47,900 * 0 0
William Spier(15) 696,353 0 0 716,353 1.39% 0 0

All directors and
executive 6,951,234 444,445 20 19,819,339 30.81% 100% 100%
officers as a group
(15 persons)(16)

Other Beneficial
- ----------------
Owners
- ------
S-C Rig Investments-III,
L.P.(17) 0 444,445 20 5,295,510 9.32% 100% 100%
Vanguard Cellular
Systems, Inc.(18) 2,800,000 0 0 8,085,714 14.24% 0% 0%
</TABLE>
- -----------------------
*Less than 1%

(1) The Series H Stock is, under certain circumstances, convertible into
Common Stock by dividing (i) the sum of the $90.00 per share stated
value and any dividend arrearages by (ii) $9.00 per share (as adjusted
from time to time for certain events of dilution). As of April 25,
1995, each share of Series H Stock was convertible into ten shares of
Common Stock. The Series I Stock is, under certain circumstances,
convertible into Common Stock by dividing (x) the sum of $500,000 per
share stated value and any dividend arrearages by (y) $11.75 per share

-28-

<PAGE> 31

(as adjusted from time to time for certain events of dilution). As of
April 25, 1995, the Series I Stock was convertible into 42,553 shares
of Common Stock. The number of shares indicated in each column refer
only to issued and outstanding shares of such class or series.

(2) The percentage column represents the percentage of Common Stock
beneficially owned, calculated in accordance with the Exchange Act,
whether presently issued and outstanding or reserved for issuance
pursuant to conversion or exercise of acquisition rights.

(3) Mr. Auch currently holds 75,000 options which are immediately
exercisable.

(4) Mr. Bibring currently holds 94,999 options which are immediately
exercisable and warrants to acquire an additional 49,356 shares of
Common Stock.

(5) Mr. Calhoun currently holds warrants to acquire up to 100,000 shares of
Common Stock and 266,780 options which are immediately exercisable.

(6) Dr. Chatterjee is an affiliate of S-C Rig and, as such, may be deemed
to beneficially own those securities held by S-C Rig. S-C Rig is the
record owner of 444,445 shares of Series H Stock and 20 shares of
Series I Stock, convertible in accordance with the Certificate of
Designation for such series into 4,444,450 shares of Common Stock and
851,060 shares of Common Stock, respectively. Dr. Chatterjee is also
deemed to beneficially own options to purchase 200,000 shares held by
one of his affiliates, XTEC International, Inc. Dr. Chatterjee also
holds 10,000 options which are immediately exercisable. Mr.
Chatterjee's address is 888 7th Avenue, Suite 3300, New York, New York
10106.

(7) Mr. Churchill is principal of CIP Capital Management, Inc., the general
partner of CIP Capital, L.P. ("CIP"), and, as such, may be deemed to
beneficially own those securities held by CIP. CIP is the record holder
of 636,836 shares of Common Stock and 10,800 options. Mr. Churchill
also holds 10,000 options which are immediately exercisable. Does not
include 155,134 shares of Common Stock held by a trust for the benefit
of Mr. Churchill's son of which shares Mr. Churchill disclaims
beneficial ownership.

(8) Consists of shares issuable upon options which are currently
exercisable.

(9) Mr. Eitan currently holds 905,000 options which are immediately
exercisable. He also holds other warrants to purchase an aggregate of
315,295 shares of Common Stock.

(10) Mr. Griffin is President of Vanguard and, as such, may be deemed to
beneficially own these securities held by Vanguard. Vanguard is the
record owner of the 2,800,000 shares of Common Stock indicated.
Vanguard also holds options to acquire up to an additional 5,285,714
shares of Common Stock. See Note (13) below and "Certain Relationships
and Related Transactions." Mr. Griffin also holds 10,000 options which
are immediately exercisable. Mr. Griffin's address is 2002 Pisgah
Church Road, Suite 300, Greensboro, North Carolina 27408.

(11) Mr. Hilsenrath currently holds 44,678 options.

(12) Includes 47,500 options which are immediately exercisable and 2,700
shares held by Mr. Krants' children.

(13) Mr. Rosen is Vice-President of Tadiran, Ltd. ("Tadiran") and, as such,
may be deemed to beneficially own those securities held by Tadiran.
However, Mr. Roser disclaims beneficial ownership of the shares of
Common Stock held by Tadiran. Tadiran is the record owner of the
1,200,000 shares of Common Stock indicated. Mr. Rosen also holds
20,000 options which are immediately exercisable.

-29-

<PAGE> 32

(14) Includes 47,500 options which are immediately exercisable.

(15) Mr. Spier currently holds 20,000 options which are immediately
exercisable.

(16) Includes 17,542,422 shares of Common Stock issuable upon the conversion
of Series H Stock, Series I Stock and the exercise of currently
exercisable warrants and options.

(17) S-C Rig holds 444,445 shares of Series H Stock and 20 shares of Series
I Stock, convertible in accordance with the Certificate of Designation
of such series into 4,444,450 shares of Common Stock and 851,060 shares
of Common Stock, respectively.

(18) In addition to the shares of Common Stock indicated, Vanguard holds
options to acquire up to an additional 5,285,714 shares of Common
Stock. The Corporation and Vanguard have entered into an agreement
pursuant to which Vanguard will purchase 531,462.5 shares of the
Corporation's Series L Cumulative Convertible Preferred Stock (the
"Series L Stock") on September 1, 1995, with each share of Series L
Stock convertible into one share of Common Stock. See "Certain
Relationships and Related Transactions."

-30-

<PAGE> 33

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Set forth below is a description concerning transactions which may not
otherwise be described herein by and between the Corporation and/or its
affiliates and other persons or entities affiliated with the Corporation or its
affiliates. The Corporation is of the view that each of such transactions was on
terms no less favorable to the Corporation than would otherwise have been
available to the Corporation in transactions with unaffiliated third parties, if
available at all.

In February 1992, George Calhoun purchased from the Corporation 100,000
shares of Common Stock and 100,000 warrants to purchase Common Stock, at an
exercise price of $3.10 per share, for an aggregate purchase price of $185,000.
Of such purchase price, $35,000 was paid in cash and the remainder was loaned by
the Corporation to Mr. Calhoun at an interest rate of 7%. The largest amount of
indebtedness owed by Mr. Calhoun to the Corporation during 1994 pursuant to this
loan was $150,000. Mr. Calhoun repaid this loan in 1994.

On December 15, 1993, the Corporation sold 444,445 shares of Series H Stock
to S-C Rig, an entity affiliated with Messrs. George Soros and Purnendu
Chatterjee, a director of the Corporation, for an aggregate consideration of
$40,050,000. In connection with this transaction, the Corporation entered into a
consulting agreement with Valcoflex Management Co. an affiliate of S-C Rig
("Valcoflex"), pursuant to which Valcoflex will provide certain advisory
services for a fee of $25,000 per month. The agreement terminates on the earlier
to occur of December 15, 2000 and such date that S-C Rig or one of its
affiliates no longer beneficially owns 50% of the shares of the Common Stock
into which the Series H Stock converts (calculated on a fully diluted basis).

On January 27, 1994, pursuant to an Agreement and Plan of Merger (the
"Metro Net Agreement") with Metro Net Systems, Inc. ("Metro Net") and Metro
Net's shareholders dated December 9, 1993, the Corporation issued 3,112,500
shares of Common Stock to the shareholders of Metro Net upon the merger of Metro
Net into a newly formed wholly-owned subsidiary of the Corporation (the
"Merger"). Pursuant to the terms of the Metro Net Agreement, Richard Krants, the
President and Chief Executive Officer of Metro Net prior to the transaction, was
appointed to the Corporation's Board of Directors at the effective time of the
Merger. In connection with this transaction, the Corporation entered into a
consulting agreement with Mr. Krants pursuant to which he agreed to provide
consulting services related to the management and construction of the
Corporation's Specialized Mobile Radio networks in exchange for annual
consideration of $75,000 and an option to purchase 75,000 shares of Common Stock
at a price of $9.50 per share vesting over three years. This consulting
agreement is scheduled to terminate in December 1995.

On February 23, 1994, pursuant to a Stock Purchase Agreement (the "Purchase
Agreement") between the Corporation and Vanguard dated December 29, 1993, the
Corporation sold 2.5 million shares of Common Stock to Vanguard for a total of
$30 million. Vanguard was also granted the right to invest up to an additional
$167 million in a series of related non-transferable options (together, the
"Options") to purchase additional shares of Common Stock at prices ranging from
$15.00 to $18.00 per share over an approximately 48-month period following the
Initial Investment.

Pursuant to the Purchase Agreement, Vanguard nominated Haynes G. Griffin,
the President and Chief Executive Officer of Vanguard, to the Board of Directors
of the Corporation. In certain circumstances, Vanguard will have the right to
elect one or more additional directors.

Vanguard was granted certain registration rights with respect to the shares
of Common Stock which it purchased and the shares of Common Stock issuable upon
exercise of the Options. In addition, Vanguard was granted preemptive rights to
purchase any voting securities of the Corporation, at the same price and same
terms as the Corporation may offer to third parties, in an amount sufficient to
maintain Vanguard's percentage interest in the voting securities of the
Corporation on a fully diluted basis.

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<PAGE> 34

Vanguard has agreed not to acquire securities of the Corporation prior to
February 23, 1996 without approval of a majority of the Corporation's Board of
Directors if such acquisition would result in Vanguard holding in excess of
20.1% of the outstanding voting securities of the Corporation on a fully diluted
basis, provided, however, that Vanguard may acquire not more than an additional
5% of the outstanding voting securities of the Corporation on a fully diluted
basis without approval of the Corporation's Board of Directors if all unexpired
Options are out-of-the- money. Additionally, the Corporation shall have the
right of first offer, prior to February 23, 1998, on any proposed sale of the
shares of Common Stock held by Vanguard if such sale is in an amount equal to or
greater than 10% of the Corporation's outstanding Common Stock.

The Corporation also entered into a five-year management consulting
agreement with Vanguard, pursuant to which Vanguard provides operational and
marketing support to the Corporation for an aggregate of 1.5 million shares of
Common Stock. In February 1995, the Corporation issued 300,000 shares of Common
Stock to Vanguard pursuant to this agreement. Such agreement will terminate, and
the compensation paid thereunder shall cease, upon Vanguard's failure to
exercise any of the Options.

On May 25, 1995, Vanguard agreed to purchase 531,462.5 shares of the
Corporation's Series L Stock on September 1, 1995 (the "Funding Date") for an
aggregate purchase price of $5 million. This transaction was entered into at the
same time that Toronto Dominion Investments, Inc. ("TDI"), an entity not
affiliated with the Corporation or Vanguard, also agreed to purchase 531,462.5
shares of Series L Stock at the same purchase price. Each share of Series L
Stock will be convertible into one share of Common Stock. Each share of Series L
Stock also will entitle the holder thereof to certain voting rights, including
the right to vote on all matters voted on by holders of Common Stock as if such
Series L Stock had already been converted. The stated value of the Series L
Stock will be $9.408 per share, with a cumulative annual preferred dividend of
7.5% of the stated value thereof, payable quarterly through and including the
date in which the Series L Stock is no longer issued and outstanding. The
dividends may be paid in shares of Series L Stock.

The Corporation may, at its option, call the Series L Stock for mandatory
conversion into Common Stock at any time after the average closing price of the
Common Stock is greater than $14.11 (subject to certain adjustments for changes
in the number of shares outstanding) for any forty-five trading days within any
period of sixty trading days. The redemption price will be payable in cash or
shares of Common Stock at the Corporation's option.

The Corporation also granted Vanguard certain registration rights with
respect to the shares of Common Stock issuable by the Corporation upon
conversion of the Series L Stock and any other shares of Common Stock acquired
by Vanguard. In addition, upon the occurrence of certain events of default, the
number of directors constituting the Board of Directors of the Corporation will
be automatically increased by two and the holders of the Series L Stock will
have the right to elect the two additional directors.

In connection with Vanguard's purchase of the Series L Stock, the
Corporation agreed to modify the terms of the Options granted to Vanguard under
the Purchase Agreement. Pursuant to these modifications, the total number of
shares of Common Stock subject to the Options were decreased from 10,000,000
shares to 5,285,714 shares so that Vanguard holds options to purchase 1,000,000
shares of Common Stock at $15.00 per share and 1,714,285 shares of Common Stock
at $16.00 per share expiring on the first anniversary of the Funding Date and
options to purchase 2,571,429 shares of Common Stock at $17.00 per share
expiring on the second anniversary of the Funding Date. In the event any Options
expire unexercised, all remaining Options will automatically expire.

In April 1994, the Corporation sold to S-C Rig, in a private placement, 20
shares of Series I Stock for an aggregate purchase price of $10 million. Each
share of Series I Stock is convertible into 42,553 shares of Common Stock.

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<PAGE> 35

Each share of Series I Stock also entitles the holder thereof to certain
voting rights, including the right to vote on all matters voted on by holders of
Common Stock as if such Series I Stock had already been converted. The stated
value of the Series I Stock is $500,000 per share, with a cumulative annual
preferred dividend of 7% of the stated value thereof, payable quarterly for a
five-year period.

The Corporation may, at its option, call the Series I Stock for mandatory
conversion into Common Stock at any time after the average closing price of the
Common Stock is greater than $17.63 (subject to certain adjustments for changes
in the number of shares outstanding) for any twenty trading days within any
period of thirty consecutive trading days. The redemption price is payable in
cash or shares of Common Stock at the Corporation's option.

Pursuant to the Stock Purchase Agreement, the S-C Rig shall have certain
registration rights with respect to the shares of Common Stock issuable by the
Corporation upon conversion of the Series I Stock and any other shares of Common
Stock acquired by the Soros Group. In addition, upon the occurrence of certain
events of default, the number of directors constituting the Board of Directors
of the Corporation will be automatically increased by two and the holders of the
Series I Stock will have the right to elect the two additional directors.

During 1994, the Corporation engaged Kevin Sharer, a director of the
Corporation, to provide certain advisory services with respect to the
Corporation's marketing and distribution strategies and operations. In exchange
for these services, the Corporation granted Mr. Sharer options to purchase
40,000 shares of the Corporation's Common Stock at $10.87 per share (the market
price of the Corporation's Common Stock on the date of grant), which options
vest over three years.

During 1994, the Corporation entered into a joint venture with XTEC
International, Inc. ("XTEC"), an affiliate of Purnendo Chatterjee, to pursue the
acquisition of trunked mobile radio licenses in India. The Corporation and XTEC
each own 50% of this joint venture. This joint venture terminates if no license
has been granted to the joint venture by June 30, 1995, unless the Corporation
and XTEC mutually agree to extend the term of the joint venture. The Corporation
issued XTEC options to purchase 200,000 shares of its Common Stock at a price of
$9.25 per share in connection with the formation of this joint venture. These
options are exercisable for a period of five years. In the event the joint
venture is granted a trunked mobile radio license in India, the Corporation will
grant XTEC a five year option to purchase an additional 250,000 shares of Common
Stock at a price of $9.25 per share.

In September 1994, the Corporation entered into a Stock Purchase Agreement
by and among the Company, Mobile Message Service of Texas, Inc. ("MMS"), Richard
Krants, Lance Alfieri and Eric Ferrara pursuant to which the Company purchased
all of the outstanding stock of MMS for an aggregate purchase price of $750,000
and assumed substantially all of the outstanding liabilities of MMS. Richard
Krants, a director of the Corporation, owned 37.5% of the outstanding shares of
capital stock of MMS.

All financial terms of the transactions described above resulted from
negotiations between the parties. All future transactions between the
Corporation and affiliates of the Corporation will be on terms intended to be no
less favorable to the Corporation than could have been realized in an
arm's-length transaction with unaffiliated parties and will be approved by a
majority of the disinterested directors.

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<PAGE> 36

STOCKHOLDER PROPOSALS

Stockholder Proposals for the Annual Meeting

Any stockholder who intends to present a proposal for consideration at the
Annual Meeting, must have, on or before December 16, 1994, submitted his
proposal to the Corporation and notified the Corporation that he intended to
appear personally at the Annual Meeting to present his proposal. Reference is
made to Rule 14a-8 under the Exchange Act for information concerning the content
and form of such proposal and the manner in which such proposal must made.

Nominations of Persons for Election as Directors at the Annual Meeting

Nominations for election to the Board of Directors at the Annual Meeting
must have been made in writing by a stockholder entitled to vote at the Annual
Meeting and addressed to Secretary, Geotek Communications, Inc., 20 Craig Road,
Montvale, New Jersey 07645. Nominations for the Annual Meeting must have been
received by the Secretary on or before December 16, 1994. Any such nomination
must have been accompanied by (i) the name and address of each nominee and a
description of each nominee's business or professional background; and (ii) the
consent of each nominee to serve as a director of the Corporation if so elected.

Stockholder Proposals for the 1996 Annual Meeting

Any stockholder who intends to present a proposal for consideration at the
Corporation's 1996 Annual Meeting of stockholders must, on or before
_____________, 1995, submit his proposal to the Corporation and notify the
Corporation that he intends to appear personally at the Corporation's 1996
Annual Meeting of Stockholders to present his proposal in order to have the
Corporation consider the inclusion of such proposal in the Corporation's 1996
proxy statement and form of proxy relating to the 1996 Annual Meeting. Reference
is made to Rule 14a-8 under the Exchange Act for information concerning the
content and form of such proposal and the manner in which such proposal must be
made.

Nominations of Persons for Election as Directors at the 1996 Annual Meeting

Nominations for election to the Board of Directors at the Corporation's
1996 Annual Meeting of Stockholders may be made only in writing by a stockholder
entitled to vote at the 1996 Annual Meeting of stockholders and must be
addressed to the Secretary, Geotek Communications, Inc., 20 Craig Road,
Montvale, New Jersey 07645. All nominations must be received by the Secretary on
or before ____________, 1995, and must be accompanied by the information
described in items (i) and (ii) above concerning nominations for election to the
Board of Directors at the 1996 Annual Meeting. See "Nominations of Persons for
Election as Directors at the Annual Meeting."

GENERAL INFORMATION

Annual Report

A copy of the Corporation's Annual Report to Stockholders for fiscal 1994
has been furnished to stockholders with the mailing of this Proxy Statement.

Form 10-K

Upon written request of any person who on June 21, 1995 was a record owner
of the Corporation's Common Stock or Preferred Stock or who represents in good
faith that he or she was on such date a beneficial owner of such Common Stock or
Preferred Stock entitled to vote at the Annual Meeting, the Corporation will
send to such person, without charge, a copy of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 as filed with the Securities and
Exchange Commission. Requests for this report should be directed to:

Andrew Siegel, Secretary
Geotek Communications, Inc.
20 Craig Road
Montvale, New Jersey 07645

OTHER MATTERS

Management does not know of any other matters to come before the Annual
Meeting. However, if any other matters properly come before the Annual Meeting,
it is the intention of the persons designated as proxies to vote in accordance
with their best judgment on such matters.

By Order of the Board of Directors,

Andrew D. Siegel
Secretary

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<PAGE> 37

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<PAGE> 38

APPENDIX A

GEOTEK COMMUNICATIONS, INC.
1989 STOCK OPTION PLAN
(amended and restated)

1. Purpose. Geotek Communications, Inc., a Delaware corporation
(the "Company"), hereby adopts the Geotek Communications, Inc. 1989 Stock
Option Plan effective January 15, 1989, as amended (the "Plan"). The Plan is
intended as an additional incentive to employees and non-employee members of
the Board of Directors ("Non-Employee Directors") to enter into or remain in
the employ of the Company or any Affiliate (as defined below) or to serve on
the Board of Directors of the Company or any Affiliate and to devote
themselves to the Company's success by providing them with an opportunity to
acquire or increase their proprietary interest in the Company through receipt
of rights (the "Options") to acquire the Company's Common Stock, par value
$0.01 (the "Common Stock"). No Option granted under the Plan is intended to
be an incentive stock option within the meaning of section 422(b) of the
Internal Revenue Code of 1986 (the "Code") for federal income tax purposes.
For purposes of the Plan, the term "Affiliate" shall mean a corporation which
is a parent corporation or a subsidiary corporation with respect to the
Company within the meaning of section 424(e) or (f) of the Code.

2. Administration. The Plan shall be administered by the Board
of Directors of the Company; however, subject to compliance with any
applicable by-law or agreement binding upon the Company, the Board of
Directors may designate a committee composed of two or more of its members to
operate and administer the Plan in its stead. The committee or the Board of
Directors in its administrative capacity with respect to the Plan is referred
to as the "Committee."

(a) Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous consent
of the members of the Committee shall be the valid acts of the Committee.

(b) Grants. (1) The Committee shall from time to time at its
discretion direct the Company to grant Options pursuant to the terms of the
Plan. The Committee shall have plenary authority to determine the persons to
whom and the times at which Options shall be granted, the number of Option
Shares (as defined in Section 4) to be granted and the price and other terms
and conditions of the Options subject to the express provisions of the Plan.
In making such determinations the Committee may take into account the nature
of the person's services and responsibilities, his present and potential
contribution to the Company's success and such other factors as it may deem
relevant. The interpretation and construction by the Committee of any
provision of the Plan or of any Option granted under it shall be final,
binding and conclusive.

(2) Non-employee Directors shall be granted Options solely in
accordance with this Section 2(b)(2):

(i) On the date of the first meeting of the Board of
Directors held in September 1994, and thereafter at the first meeting of the
Board of Directors following each annual meeting of stockholders, Non-
Employee Directors then in office shall be granted Options to purchase 10,000
Option Shares (subject to adjustment as provided in Section 8 of this Plan).

(ii) Options granted under this Section 2(b)(2) shall be
immediately exercisable and shall have an Option Price equal to 100% of the
closing price of the Company's common stock as reported on the NASDAQ/NMS on
the trading day immediately prior to the day of such meeting.
<PAGE> 39

(iii) Notwithstanding any other provision of the Plan,
this Section 2(b)(2) may not be amended more than once every six months,
except for amendments necessary to conform the plan to changes in the
provisions of the Code or the Employee Retirement Income Security Act of 1974
("ERISA"), or the rules promulgated thereunder.

(iv) Except as otherwise provided in this Section
2(b)(2), Options granted to Non-Employee Directors shall be subject to the
provisions of the Plan applicable to Options granted to employees.

(v) The provisions of this Section 2(b)(2) are intended
to operate automatically and not require administration. To the extent that
any administrative determinations may be required, such determination shall
be made by a member or members of the Board of Directors who is/are not
eligible to be granted Options under this Section 2(b)(2), but in no event
shall such determinations affect the eligibility of Non-Employee Directors,
the determination of the Option Price, the timing of the grants or the number
of Option Shares subject to Options hereunder.

(vi) All Options granted pursuant to this Section 2(b)(2)
are subject to approval of the amendment to the Plan adding this Section
2(b)(2) by the holders of a majority of the shares of the Common Stock of the
Company, present or represented by proxy in a separate vote, at a duly held
meeting of the stockholders of the Company within twelve months after the
date of the adoption of this Section 2(b)(2) by the Board of Directors. No
Option granted hereunder shall be exercisable until and unless this Section
2(b)(2) is so approved by the stockholders of the Company. If this Section
2(b)(2) is not so approved by stockholders, all Options granted hereunder
shall terminate and be of no force or effect.

(c) Exculpation. No member of the Board of Directors or of the
Committee shall be personally liable to the Company, its stockholders,
persons to whom Options may or have been granted or any other person for
monetary damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of Options
under it, except (i) for breach of such person's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
under section 174 of the General Corporation Law of the State of Delaware or
(iv) for any transaction from which such person derived an improper personal
benefit.

(d) Indemnification. Each member of the Board of Directors or of
the Committee shall be entitled without further act on his part to indemnity
from the Company to the fullest extent provided by applicable law and the
Company's Certificate of Incorporation and/or By-laws in connection with or
arising out of any action, suit or proceeding with respect to the
administration of the Plan or the granting of Options under it in which he
may be involved by reason of his being or having been a member of the Board
of Directors or the Committee, whether or not he continues to be such member
of the Board or the Committee at the time of the action, suit or proceeding.

3. Eligibility. All employees and non-employee members of the
Board of Directors of the Company or its Affiliates (together, the
"Optionees") shall be eligible to receive Options hereunder. The Committee,
in its sole discretion, shall determine whether an individual qualifies as an
Optionee. An Optionee may receive more than one option, but only on the
terms and subject to the restrictions of the Plan.

4. Option Shares. The aggregate maximum number of shares of the
Common Stock for which Options may be issued under the Plan is 4,500,000
shares, adjusted as provided in Section 8 (the "Option Shares"). Option
Shares shall be issued from authorized and unissued Common Stock or Common
Stock held in or hereafter acquired for the treasury of the Company. If any
outstanding Option granted under the Plan expires, lapses or is terminated
for any reason, the Option Shares allocable to the unexercised portion of
such Option may again be the subject of an Option granted pursuant to the
Plan.
<PAGE> 40

5. Term of Plan. The Plan is effective on January 15, 1989, the
date on which it was adopted by the Board of Directors. The Plan shall
continue in effect until such time as it is terminated by the Board of
Directors.

6. Terms and Conditions of Options. Options granted pursuant to
the Plan shall be evidenced by written documents (the "Option Documents") in
such form as the Committee shall from time to time approve, which Option
Documents shall comply with and be subject to the following terms and
conditions and such other terms and conditions which the Committee shall from
time to time require which are not inconsistent with the terms of the Plan.

(a) Number of Option Shares. Each Option Document shall state the
number of Option Shares to which it pertains.

(b) Option Price. Each Option Document shall state the price at
which Option Shares may be purchased (the "Option Price").

(c) Medium of Payment. An Optionee shall pay for Option Shares
(i) in cash, (ii) by certified check payable to the order of the Company, or
(iii) by such other mode of payment as the Committee may approve.

(d) Termination of Options. No Option shall be exercisable after
the first to occur of the following:

(i) Expiration of the Option term specified in the Option
Document, which term shall not exceed ten years;

(ii) Expiration of three years from the date the Optionee's
employment or service with the Company or its Affiliates terminates for any
reason other than as specified in subsection 6(d) (iii) or (iv), below;

(iii) The date set by the Committee to be an accelerated
expiration date in the event of the occurrence of a transaction or series of
related transactions in which (A) the Company is dissolved or liquidated or
sells substantially all of its operating assets, (B) the Company is not the
surviving or acquiring entity or (C) the Company becomes an 80% or more owned
subsidiary of another company, in which case the Committee may take whatever
other action with respect to the Option, including acceleration of any
exercise provisions, it deems necessary or desirable; or

(iv) A finding by the Committee, after full consideration of
the facts Presented on behalf of both the Company and the Optionee, that the
Optionee has breached his employment or service contract or arrangement with
the Company or an Affiliate, or has been engaged in any sort of disloyalty to
the Company or an Affiliate, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the
course of his employment or service or has disclosed trade secrets or
confidential information of the Company or an Affiliate. In such event, in
addition to immediate termination of the Option, the Optionee, upon a
determination by the Committee, shall automatically forfeit all Option Shares
for which the Company has not yet delivered the share certificates upon
refund by the Company of the Option Price. Notwithstanding anything herein
to the contrary, the Company may withhold delivery of share certificates
pending the resolution of any inquiry that could lead to a finding resulting
in a forfeiture.

(e) Transfers. No option granted under the Plan may be
transferred, except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or
Title I of ERISA, or the rules thereunder. During the lifetime of the person
to whom an Option is granted, such Option may be exercised only by him or his
legal representative in the event of his incompetence.
<PAGE> 41

(f) Other Provisions. The Option Documents shall contain such
other provisions including, without limitation, additional restrictions upon
the exercise of the Option or additional limitations upon the term of the
Option, as the Committee shall deem advisable.

(g) Amendment. The Committee shall have the right to amend Option
Documents issued to an Optionee subject to his consent, except that the
consent of the Optionee shall not be required for any amendment made under
subsection 6(d)(iii).

7. Exercise. No Option shall be deemed to have been exercised
prior to the receipt by the Company of written notice of such exercise and of
payment in full of the Option Price for the Option Shares to be purchased.
Each such notice shall specify the number of Option Shares to be purchased
and shall (unless the Option Shares are covered by a then current
registration statement or a Notification under Regulation A under the
Securities Act of 1933, as amended (the "Act")), contain the Optionee's
acknowledgment in form and substance satisfactory to the Company that (a)
such Option Shares are being purchased for investment and not for
distribution or resale (other than a distribution or resale which, in the
opinion of counsel satisfactory to the Company, may be made without violating
the registration provisions of the Act), (b) the Optionee has been advised
and understands that (i) the Option Shares have not been registered under the
Act and are "restricted securities" within the meaning of Rule 144 under the
Act and are subject to restrictions on transfer and (ii) the Company is under
no obligation to register the Option Shares under the Act or to take any
action which would make available to the Optionee any exemption from such
registration, (c) such Option Shares may not be transferred without
compliance with all applicable federal and state securities laws, and (d) an
appropriate legend referring to the foregoing restrictions on transfer and
any other restrictions imposed under the Option Documents may be endorsed on
the certificates. Notwithstanding the above, should the Company be advised
by counsel that issuance of shares should be delayed pending (A) registration
under federal or state securities laws or (B) the receipt of an opinion that
an appropriate exemption therefrom is available, the Company may defer
exercise of any Option granted hereunder until either such event in (A) or
(B) has occurred.

8. Adjustments on Changes in Capitalization. The aggregate
number of shares and class of shares as to which Options may be granted
hereunder, the number of shares covered by each outstanding Option and the
Option Price thereof shall be appropriately adjusted in the event of a stock
dividend, stock split, recapitalization or other change in the number or
class of issued and outstanding equity securities of the Company resulting
from a subdivision or consolidation of the Common Stock or a recapitalization
or other capital adjustment (not including the issuance of Common Stock on
the conversion of other securities of the Company which are convertible into
Common Stock) affecting the Common Stock which is effected without receipt of
consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Section and any such
determination by the Committee shall be final, binding and conclusive.

9. Amendment of the Plan. The Board of Directors of the Company
may amend the Plan from time to time in such manner as it may deem advisable.
However, no amendment to the Plan shall adversely affect any outstanding
Option without the consent of the Optionee.

10. No Continued Involvement. The grant of an Option pursuant to
the Plan shall not be construed to imply or to constitute evidence of any
agreement, express or implied, on the part of the Company or any Affiliate to
retain the Optionee in the employ of the Company or an Affiliate or as a
member of the Company's Board of Directors or in any other capacity.
<PAGE> 42

11. Withholding of Taxes. Whenever the Company proposes or is
required to deliver or transfer Option Shares in connection with the exercise
of an Option, the Company shall have the right (a) to require the recipient
to remit or otherwise make available to the Company an amount sufficient to
satisfy any foreign, federal, state and/or local withholding tax requirements
prior to the delivery or transfer of any certificate or certificates for such
Option Shares or (b) to take whatever action it deems necessary to protect
its interests with respect to tax liabilities, including, without limitation,
withholding a portion of any Option Shares otherwise deliverable pursuant to
the Plan. The Company's obligation to make any delivery or transfer of
Option Shares shall be conditioned on the Optionee's compliance with any
withholding requirement to the Company's satisfaction.

<PAGE> 43

[WHITE CARD]

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1995 Annual Meeting of Stockholders - July 31, 1995

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints ANDREW D. SIEGEL
and BETTINA STONE, and each of them acting individually, as proxies of the
undersigned, and authorizes either or both of them to vote all shares of the
Corporation's Common Stock held of record by the undersigned as of the close of
business on June 21, 1995 at the 1995 Annual Meeting of Stockholders of the
Corporation to be held on July 31, 1995, at 2:00 P.M., local time, at the
Doubletree Hotel, Broad Street at Locust, Philadelphia, Pennsylvania, and at
any adjournment(s) or postponement(s) thereof (the "Annual Meeting"), according
to the votes the undersigned would be entitled to cast if then personally
present.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR LISTED IN PROPOSAL I, "FOR" THE ITEM
LISTED IN PROPOSAL II, "FOR" THE ITEM LISTED IN PROPOSAL III, "FOR" THE ITEM
LISTED IN PROPOSAL IV AND "FOR" THE FIFTH MATTER SET FORTH BELOW.

PROPOSAL I:

1. |_| FOR all nominees for director named below.

|_| WITHHOLD AUTHORITY to vote

|_| FOR all nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is(are) lined
through.

Nominees: WALTER E. AUCH, GEORGE CALHOUN, PURNENDU CHATTERJEE,
WINSTON J. CHURCHILL, YARON EITAN, HAYNES G. GRIFFIN, RICHARD
KRANTS, RICHARD T. LIEBHABER, HAIM ROSEN, KEVIN W. SHARER AND
WILLIAM SPIER will be considered nominees for election at the
Annual Meeting.

PROPOSAL II:

2. The Amendment to the Corporation's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 99,000,000 shares of
Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL III:

3. The Amendments to the Corporation's 1989 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

<PAGE> 44

PROPOSAL IV:

4. The ratification of Coopers & Lybrand L.L.C. as the Corporation's
independent accountants for the 1995 fiscal year.

|_| FOR |_| AGAINST |_| ABSTAIN

5. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) thereof.

|_| FOR |_| ABSTAIN

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL MEETING
AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The undersigned also
hereby ratifies all that the said proxies may do by virtue hereof and hereby
confirms that this proxy shall be valid and may be voted regardless of whether
the stockholder's name is signed as set forth below or a seal affixed or the
description, authority or capacity of the person signing is given or any other
defect of signature exists.

DATED: __________________________________, 1995

__________________________________________(SEAL)
(Stockholder's Signature)

___________________________________________(SEAL)
(Stockholder's Signature)

Please sign this proxy exactly as the name appears in the address
above. If shares are registered in more than one name, all owners
should sign. If signing in a fiduciary or representative
capacity, such as attorney-in-fact, executor, administrator,
trustee or guardian, please give full title and attach evidence
of authority. If signer is a corporation, please sign the full
corporate name and an authorized officer should sign his name and
title and affix the corporate seal.

NOTE: PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT TO THE CORPORATION.
Please complete, sign and date this proxy and return it promptly regardless of
whether you plan to attend the Annual Meeting.

<PAGE> 45

[PINK CARD]

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES H CUMULATIVE CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1995 Annual Meeting of Stockholders - July 31, 1995

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints ANDREW D. SIEGEL
and BETTINA STONE, and each of them acting individually, as proxies of the
undersigned, and authorizes either or both of them to vote all shares of the
Corporation's Series H Cumulative Convertible Preferred Stock held of record by
the undersigned as of the close of business on June 21, 1995 at the 1995 Annual
Meeting of Stockholders of the Corporation to be held on July 31, 1995, at 2:00
P.M., local time, at the Doubletree Hotel, Broad Street at Locust, Philadelphia,
Pennsylvania, and at any adjournment(s) or postponement(s) thereof (the "Annual
Meeting"), according to the votes the undersigned would be entitled to cast if
then personally present.

PROPOSAL I:

1. |_| FOR all nominees for director named below.

|_| WITHHOLD AUTHORITY to vote

|_| FOR all nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is(are) lined
through.

Nominees: WALTER E. AUCH, GEORGE CALHOUN, PERNUNDU CHATTERJEE,
WINSTON J. CHURCHILL, YARON EITAN, HAYNES G. GRIFFIN, RICHARD
KRANTS, RICHARD T. LIEBHABER, HAIM ROSEN, KEVIN W. SHARER AND
WILLIAM SPIER will be considered nominees for election at the
Annual Meeting.

PROPOSAL II:

2. The Amendment to the Corporation's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 99,000,000 shares of
Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL III:

3. The Amendments to the Corporation's 1989 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

<PAGE> 46

PROPOSAL IV:

4. The ratification of Coopers & Lybrand L.L.C. as the Corporation's
independent accountants for the 1995 fiscal year.

|_| FOR |_| AGAINST |_| ABSTAIN

5. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) thereof.

|_| FOR |_| ABSTAIN

DATED:_____________________________, 1995

____________________________________(SEAL)
(Stockholder's Signature)

<PAGE> 47

[BLUE CARD]

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES I CUMULATIVE CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1995 Annual Meeting of Stockholders - July 31, 1995

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints ANDREW D. SIEGEL
and BETTINA STONE, and each of them acting individually, as proxies of the
undersigned, and authorizes either or both of them to vote all shares of the
Corporation's Series I Cumulative Convertible Preferred Stock held of record by
the undersigned as of the close of business on June 21, 1995 at the 1995 Annual
Meeting of Stockholders of the Corporation to be held on July 31, 1995, at 2:00
P.M., local time, at the Doubletree Hotel, Broad Street at Locust, Philadelphia,
Pennsylvania, and at any adjournment(s) or postponement(s) thereof (the "Annual
Meeting"), according to the votes the undersigned would be entitled to cast if
then personally present.

PROPOSAL I:

1. |_| FOR all nominees for director named below.

|_| WITHHOLD AUTHORITY to vote

|_| FOR all nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is(are)
lined through.

PROPOSAL II:

2. The Amendment to the Corporation's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 99,000,000 shares of
Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL III:

3. The Amendments to the Corporation's 1989 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

<PAGE> 48

PROPOSAL IV:

4. The ratification of Coopers & Lybrand L.L.C. as the Corporation's
independent accountants for the 1995 fiscal year.

|_| FOR |_| AGAINST |_| ABSTAIN

5. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) thereof.

|_| FOR |_| ABSTAIN

DATED: ____________________________, 1995

___________________________________(SEAL)
(Stockholder's Signature)

Please sign this proxy exactly as the name appears in the address
above. If shares are registered in more than one name, all owners
should sign. If signing in a fiduciary or representative capacity,
such as attorney-in-fact, executor, administrator, trustee or
guardian, please give full title and attach evidence of authority.
If signer is a corporation, please sign the full corporate name
and an authorized officer should sign his name and title and affix
the corporate seal.

<PAGE> 49

[YELLOW CARD]

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES K CUMULATIVE CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1995 Annual Meeting of Stockholders - July 31, 1995

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints ANDREW D. SIEGEL
and BETTINA STONE, and each of them acting individually, as proxies of the
undersigned, and authorizes either or both of them to vote all shares of the
Corporation's Series K Cumulative Convertible Preferred Stock held of record by
the undersigned as of the close of business on June 21, 1995 at the 1995 Annual
Meeting of Stockholders of the Corporation to be held on July 31, 1995, at 2:00
P.M., local time, at the Doubletree Hotel, Broad Street at Locust, Philadelphia,
Pennsylvania, and at any adjournment(s) or postponement(s) thereof (the "Annual
Meeting"), according to the votes the undersigned would be entitled to cast if
then personally present.

PROPOSAL I:

1. |_| FOR all nominees for director named below.

|_| WITHHOLD AUTHORITY to vote

|_| FOR all nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is(are) lined
through.

PROPOSAL II:

2. The Amendment to the Corporation's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 99,000,000 shares of
Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL III:

3. The Amendments to the Corporation's 1989 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

<PAGE> 50

PROPOSAL IV:

4. The ratification of Coopers & Lybrand L.L.C. as the Corporation's
independent accountants for the 1995 fiscal year.

|_| FOR |_| AGAINST |_| ABSTAIN

5. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) thereof.

|_| FOR |_| ABSTAIN

DATED:_____________________________, 1995

___________________________________(SEAL)
(Stockholder's Signature)

Please sign this proxy exactly as the name appears in the address
above. If shares are registered in more than one name, all owners
should sign. If signing in a fiduciary or representative capacity,
such as attorney-in-fact, executor, administrator, trustee or
guardian, please give full title and attach evidence of authority.
If signer is a corporation, please sign the full corporate name
and an authorized officer should sign his name and title and affix
the corporate seal.

<PAGE> 51

[GREEN CARD]

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES L CUMULATIVE CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1995 Annual Meeting of Stockholders - July 31, 1995

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints ANDREW D. SIEGEL
and BETTINA STONE, and each of them acting individually, as proxies of the
undersigned, and authorizes either or both of them to vote all shares of the
Corporation's Series L Cumulative Convertible Preferred Stock held of record by
the undersigned as of the close of business on June 21, 1995 at the 1995 Annual
Meeting of Stockholders of the Corporation to be held on July 31, 1995, at 2:00
P.M., local time, at the Doubletree Hotel, Broad Street at Locust, Philadelphia,
Pennsylvania, and at any adjournment(s) or postponement(s) thereof (the "Annual
Meeting"), according to the votes the undersigned would be entitled to cast if
then personally present.

PROPOSAL I:

1. |_| FOR all nominees for director named below.

|_| WITHHOLD AUTHORITY to vote

|_| FOR all nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is(are) lined
through.

PROPOSAL II:

2. The Amendment to the Corporation's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 99,000,000 shares of
Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL III:

3. The Amendments to the Corporation's 1989 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

<PAGE> 52

PROPOSAL IV:

4. The ratification of Coopers & Lybrand L.L.C. as the Corporation's
independent accountants for the 1995 fiscal year.

|_| FOR |_| AGAINST |_| ABSTAIN

5. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) thereof.

|_| FOR |_| ABSTAIN

DATED:_____________________________, 1995

___________________________________(SEAL)
(Stockholder's Signature)

Please sign this proxy exactly as the name appears in the address
above. If shares are registered in more than one name, all owners
should sign. If signing in a fiduciary or representative capacity,
such as attorney-in-fact, executor, administrator, trustee or
guardian, please give full title and attach evidence of authority.
If signer is a corporation, please sign the full corporate name
and an authorized officer should sign his name and title and affix
the corporate seal.

<PAGE> 53

[ORANGE CARD]

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES M CUMULATIVE CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1995 Annual Meeting of Stockholders - July 31, 1995

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints ANDREW D. SIEGEL
and BETTINA STONE, and each of them acting individually, as proxies of the
undersigned, and authorizes either or both of them to vote all shares of the
Corporation's Series M Cumulative Convertible Preferred Stock held of record by
the undersigned as of the close of business on June 21, 1995 at the 1995 Annual
Meeting of Stockholders of the Corporation to be held on July 31, 1995, at 2:00
P.M., local time, at the Doubletree Hotel, Broad Street at Locust, Philadelphia,
Pennsylvania, and at any adjournment(s) or postponement(s) thereof (the "Annual
Meeting"), according to the votes the undersigned would be entitled to cast if
then personally present.

PROPOSAL I:

1. |_| FOR all nominees for director named below.

|_| WITHHOLD AUTHORITY to vote

|_| FOR all nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is(are) lined
through.

PROPOSAL II:

2. The Amendment to the Corporation's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 99,000,000 shares of
Common Stock.

|_| FOR |_| AGAINST |_| ABSTAIN

PROPOSAL III:

3. The Amendments to the Corporation's 1989 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

<PAGE> 54

PROPOSAL IV:

4. The ratification of Coopers & Lybrand L.L.C. as the Corporation's
independent accountants for the 1995 fiscal year.

|_| FOR |_| AGAINST |_| ABSTAIN

5. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) thereof.

|_| FOR |_| ABSTAIN

DATED:_____________________________, 1995

___________________________________(SEAL)
(Stockholder's Signature)

Please sign this proxy exactly as the name appears in the address
above. If shares are registered in more than one name, all owners
should sign. If signing in a fiduciary or representative capacity,
such as attorney-in-fact, executor, administrator, trustee or
guardian, please give full title and attach evidence of authority.
If signer is a corporation, please sign the full corporate name
and an authorized officer should sign his name and title and affix
the corporate seal.