GEOTEK COMMUNICATIONS INC, PRE 14A, 1997-05-13

GEOTEK COMMUNICATIONS INC
PRE 14A, 1997-05-13
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___________)

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GEOTEK COMMUNICATIONS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amounts Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE>

GEOTEK COMMUNICATIONS, INC.

102 Chestnut Ridge Road
Montvale, New Jersey 07645

May __, 1997

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 Thursday, June 26, 1997, at 9:00 a.m., local time,
at the Park Ridge Marriott, 300 Brae Boulevard, Park Ridge, New Jersey.

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; (iii)
approval of the adoption of an Employee Stock Purchase Plan for the Corporation;
(iv) approval of the Corporation's 1994 Stock Option Plan, as amended and
restated; (v) approval of the issuance of the shares of Common Stock underlying
the Corporation's Series O Convertible Preferred Stock, Series P Convertible
Preferred Stock and certain warrants issued or issuable in connection therewith;
and (vi) the ratification of the appointment of Coopers & Lybrand L.L.P. as the
Corporation's independent auditors for the 1997 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, Series M Cumulative Convertible Preferred Stock or Series N
Cumulative Convertible Preferred Stock.

Sincerely,

YARON EITAN
Chairman of the Board and
Chief Executive Officer

<PAGE>

GEOTEK COMMUNICATIONS, INC.

102 Chestnut Ridge Road
Montvale, New Jersey 07645

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 26, 1997

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

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders (the
"Annual Meeting") of GEOTEK COMMUNICATIONS, INC. (the "Corporation") will be
held on Thursday, June 26, 1997, at 9:00 a.m., local time, at the Park Ridge
Marriott, 300 Brae Boulevard, Park Ridge, New Jersey 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; (iii) approval of the adoption of
an Employee Stock Purchase Plan for the Corporation; (iv) approval of the
Corporation's 1994 Stock Option Plan, as amended and restated; (v) approval of
the issuance of the shares of Common Stock underlying the Corporation's Series O
Convertible Preferred Stock, Series P Convertible Preferred Stock and certain
warrants issued or issuable in connection therewith; and (vi) the ratification
of the appointment of Coopers & Lybrand L.L.P. as the Corporation's independent
auditors for the 1997 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, $.01 par value per
share ("Common Stock"), Series H Cumulative Convertible Preferred Stock, $.01
par value per share (the "Series H Stock"), Series I Cumulative Convertible
Preferred Stock, $.01 par value per share ("Series I Stock"), Series K
Cumulative Convertible Preferred Stock, $.01 par value per share ("Series K
Stock"), Series L Cumulative Convertible Preferred Stock, $.01 par value per
share ("Series L Stock"), Series M Cumulative Convertible Preferred Stock, $.01
par value per share ("Series M Stock") and Series N Cumulative Convertible
Stock, $.01 par value per share ("Series N Stock" and, collectively with the
Series H Stock, the Series I Stock, Series K Stock, Series L Stock and Series M
Stock, the "Voting Preferred Stock") as of the close of business on May 2, 1997
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 Voting 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.

ROBERT VECSLER
Secretary

IT IS IMPORTANT, IF YOU ARE A HOLDER OF SHARES OF COMMON STOCK OR
VOTING PREFERRED STOCK, THAT 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 VOTING PREFERRED STOCK, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. THE PROMPT
RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF FURTHER PROXY
SOLICITATION.

MAY __, 1997

<PAGE>

GEOTEK COMMUNICATIONS, INC.

102 Chestnut Ridge Road
Montvale, New Jersey 07645

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

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 26, 1997

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

PROXY STATEMENT

General Information

This Proxy Statement (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 Thursday, June 26, 1997, at 9:00 a.m., local time, at the Park Ridge
Marriott, 300 Brae Boulevard, Park Ridge, New Jersey, and any adjournment(s) or
postponement(s) thereof. (Such meeting and any adjournment(s) or
postponements(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 (i) FOR the election of those persons set forth herein as nominees
to the Board of Directors; (ii) FOR an amendment to the Corporation's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock; (iii) FOR the proposal to approve the adoption of the
Corporation's Employee Stock Purchase Plan; (iv) FOR the proposal to approve the
adoption of the Corporation's 1994 Stock Option Plan, as amended and restated;
(v) FOR the proposal to approve the issuance of the shares of Common Stock
underlying the Corporation's Series O Convertible Preferred Stock ("Series O
Stock"), the Series P Convertible Preferred Stock ("Series P Stock") and certain
warrants issued or issuable in connection therewith; and (vi) FOR the
ratification of the appointment of Coopers & Lybrand L.L.P. as the Corporation's
independent auditors for the 1997 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 the proposals 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 per share ("Common Stock"), Series H Cumulative Convertible Preferred
Stock, $.01 par value per share ("Series H Stock"), Series I Cumulative
Convertible Preferred Stock, $.01 par value per share ("Series I Stock"), Series
K Cumulative Convertible Preferred Stock, $.01 par value per share ("Series K
Stock"), Series L Cumulative Convertible Preferred Stock, $.01 par value per
share ("Series L Stock"), Series M Cumulative Convertible Preferred Stock $.01
par value per share ("Series M Stock") and Series N Cumulative Convertible
Preferred Stock, $.01 par value per share ("Series N Stock" and, collectively
with the Series H Stock, the Series I Stock, Series K Stock, Series L Stock and
Series M Stock, the "Voting 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 Robert Vecsler, 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 May __, 1997.

<PAGE>

For Additional Information

Questions concerning the voting of your shares should be directed to
Corporate Investor Communications, Inc. ("CIC") at (201) 896-1900, which you may
call between the hours of 9:00 a.m. and 5:00 p.m. Monday through Friday.

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 CIC to solicit proxies in connection with the Annual Meeting. The
Corporation has agreed to pay CIC a fee of $5,000.00 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 additional compensation 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 in accordance with rules promulgated by the National Association of
Securities Dealers, Inc. ("NASD").

Voting Securities and Holders Thereof

As of the close of business on May 2, 1997, the record date for
receiving notice of and/or voting at the Annual Meeting, the Corporation had
approximately 60,794,953 shares of Common Stock outstanding, 444,445 shares of
Series H Stock outstanding, 20 shares of each of the Series I Stock and Series K
Stock outstanding, 1,062,926 shares of Series L Stock outstanding, 1,162.5
shares of Series M Stock outstanding and 55,000 shares of Series N 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, each share of Series M Stock is entitled to 1,052 votes, and each
share of Series N Stock is entitled to 91 votes on each matter being submitted
to the Corporation's stockholders at the Annual Meeting. As of such date, there
were approximately 1330 holders of record of Common Stock and one holder of
record of each of the Series H Stock, the Series I Stock and Series K Stock, two
holders of record of the Series L Stock, eight holders of record of the Series M
Stock, and 14 holders of record of the Series N Stock. Holders of Series O Stock
and Series P Stock are not entitled to vote on the matters being submitted to
stockholders herein.

The total number of votes entitled to be cast at the Annual Meeting is
74,232,399.

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 Voting Preferred Stock (voting together 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>

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 (a member of the Board of Directors of the
Corporation), Yaron Eitan (Chairman 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 1,000,000 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. See "Beneficial Owners and Management." 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. 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
"Executive Compensation - 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.

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

Judith C. Areen 52 Nominee for Director. Executive Vice President for Law Center --
Affairs and Dean of the Law Center, Georgetown University, since
1989. Professor of Law, Law Center, Georgetown University, since
1976. Director of MCI Communications Corporation ("MCI"),
Washington, D.C. (communications) since 1992.

Walter E. Auch 76 Director. Chairman and Chief Executive Officer of the Chicago 1989
Board of Options Exchange, Chicago, IL (securities exchange),
August 1979 to December 1996. Presently a Director of Smith
Barney Trak Fund, New York, NY (investment fund), Smith Barney
Concert Fund, New York, NY (investment fund), Banyan Funds,
Chicago, IL (real estate company), Pimco Advisors, L.P., Stamford,
CT (asset management company), Brinson Funds, Chicago, IL
(investment funds) and Nicholas/Applegate, San Diego, CA
(investment funds).

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<PAGE>

Name Age Position with Corporation/Background Director Since

George Calhoun 44 Director. Vice Chairman of Strategy and Technology of the 1993
Corporation since October 1996. From July 1993
until October 1996, Mr. Calhoun served as
President of the Corporation's Wireless
Communications Group. 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 director of
PowerSpectrum, Inc., a wholly-owned subsidiary of
the Corporation ("PowerSpectrum"). Chairman of
the Board of Geotek Technologies Israel (1992)
Ltd. (f/k/a PowerSpectrum Technology, Ltd.)
("GTI"). Cofounder of International Digital
Communications Corporation (formerly
International Mobile Machines Corporation
("IMM"), King of Prussia, PA, a corporation
engaged in the development of digital radio
technology. General Manager of the Equipment
Division of IMM, 1987 to 1990, and General
Manager of the Intellectual Property Licensing
Division of IMM, 1990 to 1992.

Purnendu Chatterjee 47 Director. Director and President of S-C Rig Co., New York, NY 1993
(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). Investor
in public and private companies. Dr. Chatterjee has been associated
with the George Soros organization for approximately ten years.
Presently a director of Falcon Drilling Company, Inc., Houston, TX
(oil and gas) and Viatel, Inc., New York, NY (international voice
long distance telecommunications services).

Winston J. Churchill 56 Director. Chairman of the Executive Committee since 1991. 1991
Chairman of the Board from 1991 until October 1996. Principal of
CIP Capital Management, Inc., Wayne, 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. Director of Central Sprinkler Corp., Lansdale,
PA (sprinkler systems) since 1984 and of IBAH, Inc., Blue Bell, PA
(biotechnology company).

Jonathan C. Crane 47 Director. President and Chief Operating Officer of the Corporation 1996
since October 1996. From October 1995 until October 1996,
President of the Corporation's United States operations. President and
Chief Executive Officer of LightStream Corporation, a start-up
ATM switch company, from January 1994 to January 1995. Prior to
January 1994, employed by MCI for nine years; rose from Regional
Vice President to Executive Vice President-Multinational Accounts.

Yaron Eitan 40 Director. Chairman of the Board since October 1996. Chief 1989
Executive Officer of the Corporation since March 1989. President
of the Corporation from March 1989 until October 1996. Since
August 1995, Chairman of the Board of Bogen Communications
International, Inc., a subsidiary of the Corporation ("Bogen"),
Ramsey, NJ (develops, produces and sells sound and
communications equipment, and telephone and telecommunications
peripherals). From April 1991 to August 1995, Chairman of the
Board of Bogen Corporation and Bogen Communications, Inc., both
subsidiaries of Bogen. Chief Executive Officer of GTI since June
1992. Director of GMSI, Inc., a majority-owned subsidiary of the
Corporation ("GMSI"), since May 1993. Director of NB3 since July
1993.

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<PAGE>

Name Age Position with Corporation/Background Director Since

Haynes G. Griffin 50 Director. President, Chief Executive Officer and Director of 1994
Vanguard, Greensboro, NC (cellular
telecommunications carrier), since 1984. In 1993,
Mr. Griffin was appointed to the United States
Advisory Council on the National Information
Infrastructure. Presently a Director of Lexington
Global Asset Managers, Inc., Saddle Brook, NJ
(diversified financial services holding company)
and InterAct Systems, Incorporated, Norwalk, CT
(interactive multimedia company specializing in
in-store electronic marketing) and Chairman of
the Board of Directors of International Wireless
Communications Holdings, Inc., San Mateo, CA
(interactive wireless communications).

Richard Krants 53 Director. President of Mobile Message Service of N.Y., Inc., 1994
Plainview, NY (antenna site management). President and Chief
Executive Officer 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.

Richard T. Liebhaber 61 Director. Currently Director of Precision Systems, Inc., St. 1995
Petersburg, Florida (telecommunications) and Alcatel, Richardson,
TX (manufacturing communications). Executive Vice President of
MCI from 1986 to June 1995. Director of MCI from June 1992 to
June 1995.

William Spier 62 Director. Chairman of the Board of the Corporation from August 1990
1991 to May 1992. Director of USI Venture Corp. ("USI"), New
York, NY (holding company). Chairman of the Board and CEO of
DeSoto Corp., Joliet, IL (detergent and household cleaning products
manufacturer), May 1991 to September 1996. Director of Video
Lottery Technologies, Inc., Bozeman, MT (video technology) since
1992; Keystone Consolidated Industries, Inc., Dallas, TX (steel and
wire rod products manufacturer), since September 1996; Integrated
Technology USA, Inc., Teaneck, NJ (computer peripheral/
telecommunications device manufacturer) since 1996; and EA
Industries, Inc., West Long Branch, NJ (electronics contracting
manufacturer) since 1995 .

</TABLE>

Mr. Churchill is paid $50,000 per year for serving as Chairman of the
Executive Committee. Prior to October 1996, Mr. Churchill was paid $50,000 per
year for serving as Chairman of the Board of Directors and Chairman of the
Executive Committee. Mr. Eitan will receive no additional compensation for
serving as the Corporation's Chairman of the Board. All other directors receive
only stock options as compensation for acting as directors of the Corporation.
During 1996, each director of the Corporation (including Messrs. Churchill,
Calhoun, Crane and Eitan) received 10,000 options with an exercise price equal
to the fair market value of the Common Stock on the date of grant. Directors are
reimbursed for expenses related to their attendance at Board of Directors
meetings. All options granted to directors expire ten years from the date of
grant.

During the Corporation's 1996 fiscal year, the Board of Directors held
a total of eleven 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 1996.

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 he 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 Dr. Chatterjee, wherein the Commission alleged that Dr.

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<PAGE>

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. Dr. Chatterjee settled the Commission's action on the same date it
was filed without admitting or denying the allegations of the complaint. Dr.
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. Dr.
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 times
during 1996. The present members of the Executive Committee are Messrs.
Churchill, Eitan, Chatterjee, Griffin, Auch, Spier and Liebhaber.

Audit Committee. The Audit Committee is responsible for overseeing the
Corporation's internal accounting and auditing methods and procedures and
recommending 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 the Corporation's stockholders at the Annual Meeting. The Audit
Committee meets with the outside independent public accountants and with
internal audit to review their findings and recommendations. The Audit Committee
met three times during 1996. The present members of the Audit Committee are
Messrs. Krants, Sharer and Spier. Mr Sharer is not standing for re-election as a
director of the Corporation.

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 informally during 1996 to review
certain employment agreements entered into by the Corporation with certain
officers of the Corporation and acted periodically by unanimous consent to
approve such agreements. 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 stock option plans. The Rule 16b-3 Committee met informally during
1996 to discuss contemplated stock option grants and awards and acted
periodically by unanimous consent to approve such grants and awards. The present
members of the 16b-3 Committee are Messrs. Auch and Griffin.

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 VOTING 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>

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 200,000,000 SHARES OF COMMON STOCK

The Board of Directors has 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 135,000,000 to
200,000,000. The Board of Directors determined that such an amendment is
advisable and directed that the proposed amendment be considered by the
Corporation's stockholders 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 204,000,000 shares,
consisting of 200,000,000 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 135,000,000 to
200,000,000. The additional 65,000,000 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 are not entitled to preemptive
rights or cumulative voting.

On April 15, 1997, the Corporation had 60,665,573 shares of Common
Stock issued and outstanding. In addition, an aggregate of approximately
64,967,596 shares of Common Stock were reserved for issuance by the Corporation,
including shares reserved for issuance (i) upon exercise of options granted
under the Corporation's employee stock option plans, (ii) upon exercise of
warrants issued in connection with the acquisition of certain operating
subsidiaries of the Corporation and certain financing arrangements of the
Corporation, (iii) upon conversion of the issued and outstanding Voting
Preferred Stock, Series O Stock, Series P Stock and convertible debt, and (iv)
in connection with all transactions the Corporation has consummated through the
date hereof.

If all such options and warrants were exercised and all outstanding
shares of Voting Preferred Stock, Series O Stock, Series P Stock and convertible
debt were converted, the Corporation would have an aggregate of approximately
125,633,169 shares of Common Stock issued and outstanding. However, as described
below, certain of the Corporation's convertible debt securities and the Series O
Stock and Series P Stock are convertible into shares of Common Stock at a price
equal to or less than the market price of the Common Stock at the time of
conversion. Although the Corporation believes it has reserved a sufficient
number of shares of Common Stock to provide for the conversion of this debt and
the Series O Stock and Series P Stock, the Corporation cannot determine the
ultimate number of shares which will be issued upon such conversions.

More specifically, in October 1996, a wholly-owned subsidiary of the
Corporation received a $24.5 million loan, which bears interest at 12% per annum
(the "HNS Note") from Hughes Network Systems, Inc. ("HNS"). The HNS Note is
convertible through October 1998, at the option of HNS, into shares of Common
Stock at an exercise price equal to the lesser of 90% of the market price per
share of Common Stock at the time of conversion or $9.75 per share. Based on a
fair market value of $3.875 per share (the closing price of the Common Stock on
April 15, 1997), the full principal amount on the HNS Note would be convertible
into 7,025,090 shares of Common Stock. As of April 15, 1997, the Corporation had
reserved an aggregate total of 7,250,000 shares of Common Stock in order to have
a sufficient number of shares of Common Stock available for issuance upon
conversion of the HNS Note. To the extent that the market price of the Common
Stock on the date of conversion of the HNS Note decreases, the number of shares
of Common Stock issuable upon conversion of the HNS Note will increase, and the
Corporation may be required to issue more shares of Common Stock upon conversion
of the HNS Note than it has reserved for this purpose. The Corporation cannot
determine the ultimate number of shares which will be issued upon conversion of
the HNS Note.

-7-
<PAGE>

In addition, on December 31, 1996 and January 23, 1997, respectively,
the Corporation issued and sold the Series O Stock and Series P Stock
(collectively, the "New Preferred Stock") for an aggregate purchase price of
$75.0 million. The New Preferred Stock is convertible into the number of shares
of Common Stock determined by dividing (i) the sum of $50,000 stated value per
share of New Preferred Stock plus all unpaid dividends accrued and deemed to
have accrued, if any, with respect to such shares of New Preferred Stock through
the last dividend payment date preceding the conversion by (ii) the lowest-daily
volume-weighted average price of the Corporation's Common Stock during the four
business days immediately preceding conversion multiplied by a conversion
discount of (i) 95% for conversions after June 29, 1997 but prior to December
31, 1997, (ii) 90% for conversions after December 31, 1997 but prior to June 29,
1998, and (iii) 88% for conversions after June 29, 1998. The New Preferred Stock
provides for a dividend at a rate of 10% per annum (12% per annum after a
dividend payment default) of the stated value on a cumulative basis. The New
Preferred Stock becomes convertible into Common Stock in stages during the
fifteen (15) month period beginning April 1997 and remains convertible until
December 31, 2001. Dividends accrue from the date of issuance and are payable
quarterly, at the Corporation's option, in either shares of Common Stock or
cash. Assuming all conversions occur after June 29, 1998 at an 88% conversion
discount from $3.875 (the closing price of the Common Stock on April 15, 1997),
21,994,134 shares of Common Stock would be issuable upon conversion of the New
Preferred Stock. In addition, if accrued and unpaid dividends are converted into
shares of Common Stock at a price of $3.875 per share (the closing price of the
Common Stock on April 15, 1997), up to 2,199,414 additional shares of Common
Stock per year may be issued on account of the New Preferred Stock. Pursuant to
agreements entered into in connection with the issuance and sale of the New
Preferred Stock, the Corporation has reserved 12,000,000 shares of Common Stock
for issuance upon conversion of, or payable as dividends on account of, the New
Preferred Stock. If the New Preferred Stock is converted and dividends are paid
in Common Stock at the current market price of the Common Stock, the Corporation
will be required to issue more shares of Common Stock upon conversion and as
dividends than it has reserved for this purpose. The Corporation cannot
determine the ultimate number of shares which will be issued upon conversion or
as dividends on the New Preferred Stock. If the proposed increase in the
authorized number of shares of Common Stock is approved by the stockholders, the
Corporation will be required to have reserved, at all times, 200% of the number
of shares of Common Stock then issuable upon conversion of, or payable as
dividends on account of, the New Preferred Stock.

Further, if the Employee Stock Purchase Plan for the Corporation and
the amendments to the Corporation's 1994 Stock Option Plan are approved by the
stockholders, the Corporation will be required to reserve an additional
5,000,000 shares pursuant to such Plans, net of shares previously reserved by
the Corporation pursuant to the 1989 Stock Option Plan.

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 benefit plans, (ii) the raising of additional capital
for the operations of the Corporation, (iii) the financing of the acquisition of
other businesses, or (iv) conversion of the Corporation's debt and equity
securities described above. 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 By-Laws or applicable
law.

The increase in the number of authorized shares of Common Stock has not
been proposed for any anti-takeover purpose and the Board of Directors and
members of management of the Corporation have no knowledge of any current effort
to obtain control of the Corporation or to 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 to the Corporation's Restated
Certificate of Corporation, stockholders should consider the effect of certain
other provisions of the Corporation's Restated Certificate of Incorporation and
ByLaws that 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 the Corporation's
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 the Corporation's stockholders to call special stockholder

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<PAGE>

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.

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 THAT HOLDERS OF
COMMON STOCK AND VOTING PREFERRED STOCK VOTE FOR THE PROPOSED AMENDMENT. The
directors and officers of the Corporation intend to vote their shares in favor
of this Proposal.

PROPOSAL III

APPROVAL OF THE ADOPTION OF AN EMPLOYEE STOCK PURCHASE PLAN
FOR THE CORPORATION

At the Annual Meeting, the Board of Directors of the Corporation will
be submitting to the stockholders a proposal to approve the adoption of an
Employee Stock Purchase Plan for the Corporation (the "Purchase Plan") as
approved by the Board of Directors in March 1997. The Purchase Plan allows all
full-time employees of the Corporation, subject to certain limitations, to
purchase shares of the Corporation's Common Stock at the lower of (i) the
prevailing market price at the beginning of a month and (ii) the prevailing
market price at the time of the purchase at the end of the month, less any
applicable discount. Under the Purchase Plan, an eligible employee will specify
the amount to be withheld from his or her paycheck and credited to an account
established in his or her name. Amounts in the account will be applied to the
purchase of shares of the Corporation's Common Stock on the last day of each
month. The Purchase Plan is intended to comply with the requirements of Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"). The Purchase
Plan is subject to approval by the stockholders within one year of the adoption
of the Purchase Plan by the Board of Directors. As of the date hereof, the
Corporation has not implemented the Purchase Plan and, consequently, it is not
currently holding any funds from any participants.

Description of the Purchase Plan

The Purchase Plan as adopted by the Board of Directors will be
furnished without charge to any stockholder, upon the written request of such
person. Requests for the Purchase Plan should be addressed to Robert Vecsler,
Secretary of Geotek Communications, Inc., 102 Chestnut Ridge Road, Montvale, NJ
07645. The description of the Purchase Plan contained herein is qualified in its
entirety by reference to the Purchase Plan.

General. All full-time employees who have been employed for at least
six months are eligible to participate in the Purchase Plan, other than
employees owning five percent or more of the voting power or value of the
Corporation and other than employees accruing rights to purchase stock at a rate
which exceeds $25,000 for each calendar year. Pursuant to the terms of the
Purchase Plan, employees may purchase shares of the Corporation's Common Stock
at the lower of (i) the prevailing market price at the beginning of a month and
(ii) the prevailing market price at the time of the purchase at the end of the
month, less any applicable discount. Such shares shall be purchased on the open
market or from the Corporation's authorized but unissued shares. A maximum of
1,000,000 shares of the Corporation's Common Stock are available for purchase
under the Purchase Plan. The Purchase Plan is not qualified under Section 401(a)
of the Code and is not subject to any provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

Participation Account. An eligible employee will be able to specify,
before the commencement of each month, an amount to be withheld from his or her
paycheck and credited to an account established for him or her. Amounts in the
account will be applied to the purchase of shares of the Corporation's Common
Stock on the last day of the month. The purchase price of such shares will be
equal to the lower of the market price determined on the first day of the month
and the last day of the month, less a discount of zero to fifteen percent (15%).
The amount of such discount, if any, will be determined by the Committee from
time to time. As of April 15, 1997, the market price for the Common Stock was
$3.875 per share. Only whole shares of Common Stock may be purchased by Purchase
Plan participants. Amounts withheld from an employee's paycheck and not applied
to the purchase of shares of Common Stock will remain credited to the employee's
account.

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<PAGE>

Withdrawal and Termination of Employment. A participant may elect to
withdraw the amounts credited to his or her account by giving notice of
hardship, to the Committee prior to the purchase date, and such amounts shall be
paid as soon as practicable following the Committee's receipt of notice of
hardship. Upon termination of an employee's employment for any reason other than
death, all amounts credited to such employee's account shall be returned to him
or her. Upon termination of an employee's employment due to death, his or her
successor-in-interest shall have the right to elect before the purchase date
either to withdraw the amount credited to his or her account or to apply such
amounts to the purchase of Common Stock.

Administration. The Purchase Plan is administered by the Board of
Directors, which may delegate responsibility for such administration to a
Committee of the Board of Directors consisting of not less than two persons. The
Board of Directors may terminate the Purchase Plan at any time provided that,
upon any termination of the Purchase Plan, all shares of Common Stock (or
payroll deductions to the extent not yet applied to the purchase of shares of
Common Stock) shall be distributed to the participants. The Board of Directors
may amend the Purchase Plan from time to time in any respect, subject to
stockholder approval where necessary, provided that no amendment shall affect
the right of a participant to receive his or her proportionate interest in the
shares (or his or her payroll deductions to the extent not yet applied to the
purchase of shares of Common Stock).

Recommendation of Board of Directors

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

PROPOSAL IV

APPROVAL OF THE CORPORATION'S 1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED

At the Annual Meeting, the Board of Directors of the Corporation will
present to the stockholders a proposal to approve the adoption of an amendment
and restatement of the Corporation's 1994 Stock Option Plan. The Corporation's
1994 Stock Option Plan was originally adopted by the Board of Directors
effective December 7, 1994 and was intended as a plan to benefit non-executive
employees of the Corporation to supplement the Corporation's 1989 Stock Option
Plan, which benefited executive employees of the Corporation. In March 1997, the
Corporation's 1994 Stock Option Plan was amended and restated by the Board of
Directors and adopted as a continuation of the 1994 Stock Option Plan and as the
sole stock option plan of the Corporation pursuant to which new grants will
occur. Thus, no new grants will occur under the 1989 Stock Option Plan of the
Corporation. Prior to March 1997, 4,500,000 options were authorized for issuance
under the 1989 Stock Option Plan and 1,500,000 options were authorized for
issuance under the 1994 Stock Option Plan, prior to amendment. The amended and
restated 1994 Stock Option Plan (the "1994 Stock Option Plan") is intended as an
additional incentive to eligible employees (including officers), non-employee
directors, consultants and independent contractors through the issuance of
options to purchase Common Stock. The Corporation believes that the 1994 Stock
Option Plan is critical to the Corporation's effort to retain and incentivize
key management personnel and other employees. The proposed amendments to the
1994 Stock Option Plan will, among other things, allow a cashless exercise
feature for purposes of Stock Option exercises, increase the maximum number of
options available for issuance from an aggregate of 6,000,000 options under the
1989 Stock Option Plan and the 1994 Stock Option Plan to 10,000,000 options, and
provide that any forfeited shares underlying options granted under the
Corporation's 1989 Stock Option Plan will be available for issuance under the
1994 Stock Option Plan. The proposed increase by 4,000,000 options of the
maximum number of options available for issuance represents 6.6% of the
Corporation's outstanding common stock as of April 15, 1997 and 3.2% of the
number of shares of Common Stock outstanding and reserved for issuance as of
such date. Prior to amendment, the 1994 Stock Option Plan did not cover officers
and did not contain a cashless exercise feature.

The 1994 Stock Option Plan as adopted by the Board of Directors will be
furnished without charge to any stockholder, upon the written request of such
person. Requests for the 1994 Stock Option Plan should be addressed to Robert
Vecsler, Secretary of Geotek Communications, Inc., 102 Chestnut Ridge Road,
Montvale, NJ 07645. The description of the 1994 Stock Option Plan contained
herein is qualified in its entirety by reference to the 1994 Stock Option Plan.

General. Employees eligible for participation in the 1994 Stock Option
Plan include employees, officers, independent contractors and consultants who
perform services for the Corporation or a subsidiary company, and non-employee

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<PAGE>

directors ("Eligible Participants"). Under the terms of the 1994 Stock Option
Plan, options to purchase 10,000,000 shares of Common Stock are available for
issuance, including any forfeited shares underlying options granted pursuant to
the Corporation's 1989 Stock Option Plan and made available under the 1994 Stock
Option Plan. The 1994 Stock Option Plan is not qualified under Section 401(a) of
the Code and is not subject to any provisions of ERISA.

Administration. The 1994 Stock Option Plan is administered by a
Committee appointed by the Board of Directors consisting of not less than two
persons, each of whom are non-employee directors. The Committee has full power
to administer and interpret the 1994 Stock Option Plan. The Committee has the
authority to determine, within the limits established by the 1994 Stock Option
Plan, the persons to whom options are granted and the number of shares subject
to, exercise price of, period of exercise of and other terms and provisions of
options granted pursuant to the 1994 Stock Option Plan.

Shares. Each of the Stock Options will be granted for a term of up to
ten years from the date of grant, subject to earlier termination on the
optionee's death, disability or termination of employment or other relationship
with the Corporation. The Stock Options are subject to vesting commencing on the
date of grant and ending on the date or dates determined by the Committee. In
the event of a change of control, as defined in the 1994 Stock Option Plan, the
Committee has the right to accelerate the vesting of options or to terminate the
1994 Stock Option Plan and to exchange all Stock Options for options to purchase
common stock in the successor corporation or distribute cash and/or other
property to the participant. The Stock Options are not assignable or otherwise
transferrable except by will or the laws of descent and distribution. The
exercise price at which shares may be purchased pursuant to options granted
under the 1994 Stock Option Plan is determined by the Committee. The Committee's
current policy is to issue options at an exercise price equal to the greater of
the market price at the time of grant and $6.00 per Share. As of April 15, 1997,
the market price for the Common Stock was $3.875 per share. The exercise price
of the Stock Option is payable in cash, or, with the consent of the Committee,
by a "cashless exercise", or by delivering shares of Common Stock already owned
by the optionee, by a combination of cash and shares. Shares subject to Stock
Options granted under the 1994 Stock Option Plan which lapse or terminate may
again be granted under the 1994 Stock Option Plan. The Committee may offer to
exchange new options for existing options, with the shares subject to the
existing options being again available for grant under the 1994 Stock Option
Plan.

Amendments. The Committee has the full authority to amend the 1994
Stock Option Plan. If this Proposal IV is approved at the Annual Meeting, the
amended and restated 1994 Stock Option Plan as approved by the Board of
Directors shall be deemed effective as of March 7, 1997 and will terminate on
March 6, 2007, the tenth anniversary of its effective date, unless earlier
terminated by action of the Board of Directors.

Federal Income Tax Consequences. The federal income tax consequences of
an optionee's participation in the 1994 Stock Option Plan are complex and
subject to change. The following discussion is only a summary of the general
rules applicable to Stock Options.

There are no federal income tax consequences to the optionee or the
Corporation upon the grant of a Stock Option. Upon exercise of a Stock Option,
the optionee will recognize ordinary income in the amount by which the fair
market value of the Stock Option exceeds the exercise price of the Stock Option.
The Corporation is allowed a deduction for federal income tax purposes equal to
the amount of ordinary income recognized by the optionee at the time of exercise
of a Stock Option. The optionee's holding period for purposes of determining
whether any subsequently realized gain or loss will be long-term or short-term
will begin at the time the optionee recognizes ordinary income. If, at the time
of issuance of the option shares, the optionee is subject to the restrictions of
Section 16(b) of the Exchange Act, then the optionee generally will recognize
ordinary income as of the later of (i) the date of exercise, or (ii) the
expiration of six months from the date of the option grant, based upon the
difference between the fair market value of the option shares at such time and
the exercise price.

Recommendation of Board of Directors

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<PAGE>

PROPOSAL V

APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK
UNDERLYING THE CORPORATION'S SERIES O CONVERTIBLE PREFERRED STOCK,
SERIES P CONVERTIBLE PREFERRED STOCK AND CERTAIN WARRANTS

On December 31, 1996 and January 23, 1997, the Corporation issued and
sold an aggregate of 1,500 shares of New Preferred Stock and warrants to
purchase 2,550,000 shares of Common Stock to a group of institutional investors
for an aggregate purchase price of $75 million. S-C Rig and certain of its
affiliates, each of which is affiliated with Purnendu Chatterjee, a director of
the Corporation, purchased $25 million aggregate amount of this New Preferred
Stock and warrants to purchase 850,000 shares of Common Stock. See "Certain
Relationships and Related Transactions." As discussed under Proposal II, the New
Preferred Stock is convertible into Common Stock at a price which approximates
or is less than the market price of the Common Stock at the time of conversion.
Moreover, the Corporation is permitted to pay the 10% dividend on the New
Preferred Stock in Common Stock. Because both the conversion and dividend rates
applicable to the New Preferred Stock fluctuate with the market price of the
Common Stock, the Corporation cannot determine the exact number of shares which
will be issued upon conversion of, or as dividends on, the New Preferred Stock.

This sale of New Preferred Stock provided the Corporation with an
additional $75.0 million in working capital. If all of the warrants issued in
connection with the New Preferred Stock are exercised, the Corporation will
receive an additional $23.7 million in working capital. Such funds are essential
to the Corporation's continued commercial implementation of the Corporation's
integrated digital voice and data wireless communication network, which
currently is planned for over 42 United States markets by the end of 1999. Such
funds may also be used to fund the international expansion of the Corporation's
business in the United Kingdom, Korea, Germany, Canada and other countries that
may provide opportunities for continued commercial expansion of the
Corporation's integrated digital voice and data wireless communication network
and other wireless communications systems.

In connection with the issuance of the New Preferred Stock, the
Corporation agreed to seek the approval of its stockholders for the issuance of
in excess of 11,977,389 shares of Common Stock (20% of the number of shares of
Common Stock outstanding on the first date of issuance of the New Preferred
Stock) upon (i) the conversion of, and as dividends on, the New Preferred Stock
and (ii) the exercise of warrants issued in connection with the issuance of the
New Preferred Stock.

This proposal is being presented to the Corporation's stockholders in
accordance with Rule 4460(i) of the NASD. Rule 4460(i) requires stockholder
approval for the issuance of shares of common stock in a transaction or series
of transactions involving (i) the sale or issuance by the issuer of common stock
(or securities convertible into or exercisable for common stock) at a price less
than the greater of book or market value which together with sales by officers,
directors or substantial shareholders of the Corporation equals 20% or more of
the common stock or 20% or more of the voting power outstanding before the
issuance; or (ii) the sale or issuance by the issuer of common stock (or
securities convertible into or exercisable for common stock) equal to 20% or
more of the common stock or 20% or more of the voting power outstanding before
the issuance for less than the greater of book or market value of the stock.

On April 15, 1997, only 20% of the New Preferred Stock may be converted
into Common Stock by the holders thereof. Based on the market price of the
Corporation's Common Stock of $3.875 per share on April 15, 1997, this New
Preferred Stock would be convertible into 3,870,969 shares of Common Stock.
However, during the period ending June 1998, the remaining New Preferred Stock
becomes convertible in stages and the discount increases in stages from 0% to
12%. Assuming all of the New Preferred Stock is converted after June, 1998 at a
discount of 12% from the current market price of $3.875 per share, the New
Preferred Stock would be convertible into 21,994,134 shares of Common Stock.
Such number of shares represents 37% of the number of shares of Common Stock
issued and outstanding on December 31, 1996 (the first date of issuance of the
New Preferred Stock) and represents 30% of the Corporation's voting power
outstanding on December 31, 1996. In addition, 2,550,000 shares of Common Stock
are issuable upon exercise of warrants issued in connection with the New
Preferred Stock and shares of Common Stock may be issued as dividends on the New
Preferred Stock, which issuances may increase these percentages.

In the event the Corporation does not receive approval by the
stockholders of this Proposal V, the Corporation would be required to redeem all
shares of Common Stock issuable upon conversion of the New Preferred Stock or
exercise of the warrants to the extent such shares exceed the amount the
Corporation is permitted to issue pursuant to Rule 4460(i) of the NASD. Such
redemption would require the Corporation (i) to pay, in cash, an amount per
share equal to 110% of the market price for the shares of Common Stock that
investors in the New Preferred Stock were not

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<PAGE>

able to convert due to such limitation and (ii) to issue warrants to purchase
2500 shares of Common Stock at an exercise price of $9.2625 per share for each
share of New Preferred Stock redeemed. In the alternative, the Corporation may
issue other securities with the same economic value (before taxes) as the
securities redeemed. The Corporation is currently restricted pursuant to
contractual arrangements from redeeming the New Preferred Stock for cash.
Accordingly, in the event that stockholders do not approve this proposal, the
Corporation would be required to redeem the New Preferred Stock in exchange for
other securities of the Corporation, which would cause a substantial dilution of
the shares of Common Stock currently outstanding.

In light of the redemption obligation, failure to obtain stockholder
approval pursuant to NASD Rule 4460(i) would adversely affect the Corporation's
financial position and/or cause substantial dilution to the Corporation's
stockholders. The resulting reduction in working capital could cause the
Corporation to delay the commercial roll-out of the Corporation's integrated
digital voice and data wireless communications network or to forego other
opportunities for expansion.

Recommendation of Board of Directors

PROPOSAL VI

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 1997 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,
1996 were audited 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 questions from the Corporation's stockholders.

Recommendation of Board of Directors

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<PAGE>

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 perquisites 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.

Annual Compensation Long-Term Compensation (1)
------------------- --------------------------

Name & Principal Securities All Other
Position Fiscal Year Salary Bonus Underlying Options Compensation
-------- ----------- ------ ----- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Yaron I. Eitan 1996 $268,269 $125,000 10,000 $ 165,762(2)
Chairman and Chief 1995 249,982 100,000 10,000 142,862(2)
Executive Officer 1994 224,025 125,000 960,000 36,919(2)

Jonathan Crane (3) 1996 $253,942 $100,000 210,000 $ 26,645(4)
President and Chief 1995 56,741 - 300,000 2,250
Operating Officer

George Calhoun 1996 $175,000 $35,000 10,000 $ 27,998(5)
Vice Chairman - Strategy 1995 175,000 30,000 10,000 -
and Technology 1994 173,543 35,000 10,000 -

Yoram Bibring 1996 $170,461 $35,000 60,000 $ 39,474(6)
President and Chief Executive 1995 154,897 35,000 15,000 10,656(6)
Officer - Geotek International 1994 131,910 35,000 - 8,557(6)
Networks

Michael McCoy(7) 1996 $159,519 $35,000 20,000 $ 66,242(8)
President and Chief Executive 1995 132,488 30,000 30,000 8,806(8)
Officer - Geotek U.S. 1994 14,536 - 30,000 -
Operations

</TABLE>

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

(1) Pursuant to SEC rules, columns (e), (f) and (h) have been omitted
because none of the named executive officers received such form of
compensation for the periods reported.

(2) Consists primarily of life insurance premiums and disability insurance
premiums paid by the Corporation for Mr. Eitan aggregating $43,056 and
$0, respectively, in 1996; $28,960 and $3,977, respectively, in 1995;
and $28,960 and $3,699, respectively, in 1994; contributions by the
Corporation to the Corporation's 401(k) plan on behalf to Mr. Eitan of
$4,750 in 1996, $4,620 in 1995 and $4,260 in 1994; forgiveness of
indebtedness payable by Mr. Eitan to the Corporation of $91,405 in 1996
and $100,000 in 1995; and a $20,000 payment by the Corporation to Mr.
Eitan in 1996 in consideration for Mr. Eitan's agreement not to
exercise certain options to purchase Common Stock of the Corporation
until additional shares of Common Stock are authorized by the
Corporation's stockholders. See "Executive Compensation - Compensation
Committee Interlocks and Insider Participation."

(3) Mr. Crane joined the Corporation in October 1995.

(4) Consists primarily of relocation expense reimbursement of $17,183.

-14-

<PAGE>

(5) Consists primarily of the forgiveness of indebtedness payable by Mr.
Calhoun to the Corporation of $25,000.

(6) Consists primarily of life insurance premiums and disability insurance
premiums paid by the Corporation for Mr. Bibring aggregating $6,500 and
$0, respectively, in 1996, $6,500 and $2,211, respectively, in 1995,
and $6,500 and $2,057, respectively, in 1994; and $30,288 of unused
earned vacation time paid to Mr. Bibring in 1995.

(7) Mr. McCoy joined the Corporation in November 1994.

(8) Consists primarily of living allowance and relocation expense
reimbursement of $22,400 and $43,411, respectively in 1996; and living
allowance of $5,200 in 1995.

Options

The following tables contain information concerning option grants to,
and option exercises by, the executive officers named in the Summary
Compensation Table during fiscal 1996 and the value of the options held by such
persons at the end of fiscal 1996.

<TABLE>
<CAPTION>
Potential Realizable Value at
Number % of Total Assumed Rates of Stock
of Securities Options Appreciation for Option
Underlying Granted Exercise or Term(1)
Options to Employees Base Price Expiration -------
Name Granted(#) In Fiscal Year ($/Sh)(2) Date 5%($) 10%($)
---- ----------- -------------- ------------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Yaron I. Eitan 10,000(3) 0.8% $9.50 9/19/2006 $59,745 $151,405
Jonathan Crane 200,000(4) 15.8% $8.00 11/1/2006 $843,342 $2,290,613
10,000(3) 0.8% $9.50 9/19/2006 $59,745 $151,405
George Calhoun 10,000(3) 0.8% $9.50 9/19/2006 $59,745 $151,405
Yoram Bibring 60,000(5) 4.4% $10.00 3/21/2006 $475,070 $1,111,870
Michael McCoy 20,000(6) 1.6% $13.00 6/2/2006 $187,826 $452,907

</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 became exercisable on the date of grant.

(4) These options vest ratably over a five-year period, which commenced in
November 1996.

(5) These options vest as follows: options to purchase 12,000 shares of
Common Stock became exercisable in March 1997, options to purchase
12,000 shares of Common Stock become exercisable in March 1988 and
options to purchase 36,000 shares of Common Stock become exercisable in
March 1999.

(6) These options vest ratably over a five-year period, which commenced in
June 1996.

-15-

<PAGE>

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

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End(#) Options at FY-End ($)(1)
Shares Acquired Value
Name on Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

Yaron Eitan 0 0 1,307,295 675,000 $4,736,963 0
Jonathan Crane 0 0 70,000 440,000 0 0
George Calhoun 75,000 $704,250 186,780 0 $ 957,005 0
Yoram Bibring 25,000 $152,250 63,000 72,000 $ 67,800 0
Michael McCoy 0 0 26,000 54,000 0 0

</TABLE>

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

(1) Value based on market value of the Corporation's Common Stock on
December 31, 1996, or $7.125 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 and Chairman of the Executive Committee through March
31, 1998. In October 1996, this agreement was amended to provide that Mr.
Churchill would continue to serve as the Chairman of the Executive Committee,
but not as the Chairman of the Board of Directors. 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 Common Stock at
prices ranging from $8.00 to $14.00 per share. The options became exercisable
with respect to 83,333 shares upon issuance, an additional 83,333 shares on
March 31, 1996 and an additional 83,333 shares on March 31, 1997.

In March 1995, the Corporation entered into an agreement with Mr. Eitan
pursuant to which he agreed to serve as the President and Chief Executive
Officer of the Corporation through March 31, 1998. In October 1996, Mr. Eitan
assumed the role of Chairman of the Board while continuing to serve as Chief
Executive Officer. Under the agreement, Mr. Eitan is paid a base salary of
$250,000 during the first year thereof, $275,000 per year during the second year
thereof and $300,000 per year during the third year thereof. Mr. Eitan was also
granted options to purchase an aggregate of 750,000 shares of the Corporation's
Common Stock at prices ranging from $8.00 to $14.00 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. In addition, Mr. Eitan is eligible to receive option grants at
the discretion of the Compensation Committee. Mr. Eitan is eligible to receive
such additional bonuses (including stock grant awards and options) as is
determined by the Committee, whose determination is not required to be based on
specific performance goals. The Compensation Committee of the Board of Directors
awarded Mr. Eitan a bonus of $145,000 for the fiscal year ended December 31,
1996. See "Executive Compensation - Committee Interlocks and Insider
Participation."

Pursuant to Mr. Eitan's agreement, 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 also is reimbursed for out-of-pocket
expenses incurred in connection with the performance of his duties. Mr. Eitan is
also entitled to the use of an automobile and the payment of all expenses and
maintenance costs attributed thereto as well as for the costs of insuring such
vehicle. 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.

In the event Mr. Eitan's employment with the Corporation is terminated
for any reason other than his voluntary resignation, including a Change of
Control, Mr. Eitan will be entitled to a payment in an amount equal to his then
current annual base salary and the continuation of his health, disability and
life insurance benefits then in effect for one year. In addition, all stock
options granted to Mr. Eitan will immediately vest upon any such termination.

-16-

<PAGE>

The Company and Mr. Crane are currently negotiating the terms of an
employment agreement pursuant to which Mr. Crane will continue to serve as
President and Chief Operating Officer of the Company. Mr. Crane is presently
paid an annual base salary of $275,000 and is afforded 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. Crane is reimbursed for all out-of-pocket
expenses reasonably and necessarily incurred in the performance of his duties.
Mr. Crane is also provided with an automobile and an allowance to cover all
expenses and maintenance costs attributed thereto, as well as the cost of
insuring such vehicle.

In February 1997, the Company entered into an employment agreement
with Michael McCoy pursuant to which he serves as President and Chief Executive
Officer of Geotek USA, Inc., a wholly-owned subsidiary of the Company. Mr.
McCoy's employment agreement provides for automatic one year extensions and will
continue to be so automatically extended for additional one year periods unless
the Company or Mr. McCoy provides the other party with ninety days' notice of
its or his intention to terminate the employment relationship. Mr. McCoy is
presently paid an annual base salary of $250,000, subject to annual reviews and
adjustments, and is eligible to receive an annual bonus of up to $100,000 based
upon his performance and the financial position of the Company. Mr. McCoy's
employment agreement also provides for grants of options to purchase up to
80,000 shares of Common Stock. In addition, Mr. McCoy is entitled to receive
additional option grants at the discretion of the Compensation Committee. Mr.
McCoy 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. McCoy is entitled to be reimbursed for all out-of-pocket
expenses reasonably and necessarily incurred in the performance of his duties.
Mr. McCoy is also entitled to 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. In certain instances, upon a Change of Control (as
defined in his employment agreement), Mr. McCoy is entitled to receive as
termination pay, an amount equal to six times his average monthly compensation
during the twelve months prior to such Change in Control, which amount shall be
increased to provide for the payment of federal, state and local taxes. Mr.
McCoy is also entitled to immediate vesting of all stock options which he holds
in the event of a Change in Control. The Company may terminate the employment
agreement with Mr. McCoy for "cause" (as defined in his employment agreement) or
in the event of the death or incapacity of Mr. McCoy. In the event the Company
terminates Mr. McCoy for another reason, he will generally be entitled to an
amount equal to twelve months salary.

Mr. Calhoun serves as the Vice Chairman - Strategy and Technology of
the Corporation. Mr. Calhoun is presently paid a base salary at the rate of
$200,000 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. The
Corporation may terminate the employment agreement with Mr. Calhoun for "cause"
(as defined in Mr. Calhoun's employment agreement). In the event Mr. Calhoun
becomes disabled and the employment agreement terminates, Mr. Calhoun will be
entitled to a payment equal to one year of base salary and the immediate vesting
of all stock options granted to Mr. Calhoun. Upon certain "changes of control"
(as defined in Mr. Calhoun's employment agreement) of the Corporation, Mr.
Calhoun will be entitled to an amount equal to two years of his base salary and
the immediate vesting of all options granted to Mr. Calhoun.

In June 1994, the Corporation entered into a one year employment
agreement with Mr. Bibring. The term of this agreement automatically extends for
additional one year periods and will continue to be so automatically extended
unless the Corporation or Mr. Bibring provides the other sixty days' advance
notice of its or his desire to terminate the employment relationship. Pursuant
to the agreement, the Corporation is obligated to pay Mr. Bibring a base salary
at least equal to the base salary such executive received during 1994. The
actual compensation payable to Mr. Bibring shall be determined by the
Compensation Committee. Mr. Bibring is also eligible to receive an annual bonus
in an amount determined by the Compensation Committee based upon Mr. Bibring's
performance and the operating results and financial condition of the
Corporation. In addition, Mr. Bibring is 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 Mr. Bibring for "cause" (as defined in Mr. Bibring's employment
agreement) or in the event of the death or incapacity of Mr. Bibring. In the
event the Corporation terminates Mr. Bibring for another reason, Mr. Bibring
will generally be entitled to six months salary. Upon certain "changes of
control" (as defined in Mr. Bibring's employment agreement) of the Corporation,
Mr. Bibring will be entitled to an amount equal to six times his

-17-

<PAGE>

average monthly compensation for the twelve month period preceding the change of
control plus an amount sufficient to reimburse him for tax liabilities incurred
as a result of such change of control payments. In addition, all stock options
granted to Mr. Bibring will vest upon certain changes of control. In all
instances, Mr. Bibring will be entitled to receive deferred compensation upon
his termination in an amount equal to his current monthly salary multiplied by
the number of years (or partial years) he was employed by the Corporation since
January 1, 1990.

Messrs. Eitan, Crane, Calhoun, Bibring and McCoy are each bound by
their current or prior employment agreements to treat confidentially all
proprietary information learned by them during the course of their employment
with the Corporation for the term of each agreement and for three years
thereafter. Each such officer has also agreed to refrain from competing, in any
state of the United States (and in Israel with respect to Mr. Eitan), with the
Corporation or any of its subsidiaries during the term of his agreement and for
a period of three years thereafter. Each has also agreed to refrain from
soliciting the Corporation's employees or officers following the termination of
his employment.

Compensation of Directors

All directors receive only options as compensation for acting as
directors of the Corporation. During 1996, Mr. Churchill received $50,000 in
compensation for serving as Chairman of the Board and Chairman of the Executive
Committee. During 1996, each director (including Messrs. Calhoun, Churchill,
Crane and Eitan) of the Corporation received 10,000 options with an exercise
price equal to the fair market value of the Common Stock on the date of grant.
Directors are reimbursed for expenses related to their attendance at Board of
Directors meetings. All options granted to directors expire ten years from the
date of grant.

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.

Comparative Stock Performance

The graph below compares the cumulative total stockholder return on the
Corporation's Common Stock since December 31, 1991 with the cumulative total
return on the S&P 500 Index and a peer group of eight companies which are
identified in footnote (1) below and are engaged in the manufacture of
television, radio and communications equipment (the "Peer Group") over the same
period (assuming the investment of $100 in the Corporation's Common Stock, the
S&P 500 Index and the Peer Group on January 1, 1992, and reinvestment of all
dividends). The cumulative total return for the Peer Group has been weighted
according to the respective 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, 1996. Total return calculations for the S&P 500 Index and
for the Peer Group were performed by Standard & Poor's Compustat Services, Inc.

S&P 500 Geotek
Index Communications Peer Group

December 1991 100 100 100
December 1992 107.62 239.26 98.08
December 1993 118.46 900.00 185.06
December 1994 120.03 492.86 109.92
December 1995 165.13 360.69 130.52
December 1996 203.05 407.14 116.67

(1) 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, Inc. (1990).

-18-

<PAGE>

Committee Report on Executive Compensation

Overview and Philosophy

During 1996, the Compensation Committee of the Board of Directors was
composed of Messrs. Auch, Churchill, Griffin and Eitan. 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 to executive officers under the
Corporation's stock option plans are made by the 16b-3 Committee. The members of
the 16b-3 Committee for 1996 were Messrs. Auch and Griffin. The Compensation
Committee and the 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:

o Attract and retain key executives critical to the
long-term success of the Corporation and each of its
business groups.

o Reward executives for long-term strategic management
and the enhancement of stockholder value.

o Integrate compensation programs with both the
Corporation's annual and long-term strategic planning
and measuring processes.

o Support a performance-oriented environment that
rewards achievement with respect to the Corporation's
goals and also as compared to others in the industry.

The Corporation has devoted, and continues to devote, substantial
financial and management resources to the development and roll-out of its
integrated, digital wireless communications network in major markets throughout
the United States. 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 stage
of the Corporation's wireless communications 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 Committee intends to implement more
traditional corporate performance measures in making compensation decisions as
the roll-out of the Corporation's integrated digital voice and data wireless
communications network in over 42 United States markets proceeds.

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. The
Committees focus on companies engaged in these industries because these are the
areas where the Corporation devotes a substantial portion of its efforts and
resources.

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

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<PAGE>

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 portion
of their compensation in the form of discretionary bonuses and stock options as
these types of compensation awards provide a better incentive to 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 1994 Option Plan, as proposed to
be amended, 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 1994 Option Plan authorizes the Board of Directors or
a designated committee thereof to award stock options to key executives. The
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 three or
five-year periods 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. Because 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 1996 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.

Chief Executive Officer Compensation

Mr. Eitan was appointed to the position of Chief Executive Officer in
1989. Until October 1996, Mr. Eitan served as the President and Chief Executive
Officer of the Corporation pursuant to an employment agreement which will expire
on March 31, 1998. In October 1996, Mr. Eitan was appointed Chairman of the
Board while continuing to hold the position of Chief Executive Officer of the
Corporation. Under this agreement, Mr. Eitan is paid a base salary of $275,000
per year. No bonus was payable to Mr. Eitan during 1996 pursuant to this
formula. Mr. Eitan is 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 1996, Mr. Eitan received a
discretionary bonus equal to $125,000. 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 Mr. Eitan's compensation is appropriate in
light of Mr. Eitan's leadership role in: (i) the development and implementation
of the Corporation's wireless communications strategy, including the continued
commercial roll-out of the Corporation's integrated digital voice and data
wireless communications network; (ii) the development of strategic manufacturing
and marketing relationships with HNS, Hyundai, IBM, and Mitsubishi; (iii) the
raising of capital during the last several years through, among other things,
the offer and sale of Preferred Stock and debt securities and the acquisition of
lines of credit; (iv) the award to the Corporation's Korean joint venture of a
national and regional digital licenses to provide trunked mobile radio services
in Korea and the creation of FHMA equipment

-20-

<PAGE>

supply opportunities related thereto; and (v) the acquisition of additional
radio spectrum. The Committees attribute much of the Corporation's success to
the efforts of Mr. Eitan.

Walter E. Auch
Haynes G. Griffin

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

Winston Churchill
Yaron Eitan

Members of the Compensation Committee

Compensation Committee Interlocks and Insider Participation

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

In October 1992, Mr. 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 (which date was subsequently extended).
The Corporation forgave the repayment of a portion of this loan in 1995 and
forgave the repayment of the balance of this loan in early 1996. The largest
aggregate amount outstanding on this loan during 1996 was $91,405.

On February 23, 1994, in connection with an investment in the
Corporation by Vanguard, for which Mr. Griffin serves as President, the
Corporation entered into a five-year management consulting agreement with
Vanguard, pursuant to which Vanguard provided operational and marketing support
to the Corporation for an aggregate of 300,000 shares of Common Stock per annum.
The agreement was terminated in September 1996 and, in February 1997, the
Corporation issued 156,985 shares of Common Stock to Vanguard in satisfaction of
its remaining obligations under the Management Consulting Agreement.

In March 1996, the Corporation issued and sold to certain affiliates of
Mr. Churchill, $1.0 million principal amount of 12% Senior Subordinated
Convertible Notes of the Corporation due 2001 (the "Convertible Notes") for an
aggregate purchase price of $1.0 million. See "Security Ownership of Certain
Beneficial Owners and Management."

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 Common and Preferred Stock as of April 15, 1997, for (a)
directors, the nominee for director 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. Certain of the information set forth below is
derived, without independent investigation on the part of the Corporation, from
filings made by such persons on Schedule 13D and Schedule 13G pursuant to Rule
13d-3. No director, nominee for director or executive officer of the Corporation
beneficially owns any of the Corporation's Series K Stock, Series M Stock or
Series O 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.

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<PAGE>

Total Number of
Shares of Common Stock
Directors, Nominees Beneficially
and Executive Officers Common Series H Series I Series L Series N Series P Owned(1)
---------------------- ------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Judith C. Areen 0 0 0 0 0 0 0
Walter E. Auch (3) 23,394 0 0 0 0 0 118,394
Yoram Bibring(4) 153,356 0 0 0 0 0 228,356
George Calhoun(5) 213,794 0 0 0 0 0 481,574
Purnendu Chatterjee(6) 0 444,445 20 0 5,000 500 13,107,381
Winston Churchill(7) 1,023,330 0 0 0 0 0 1,348,137
Jonathan C. Crane(8) 0 0 0 0 0 0 70,000
Yaron Eitan(9) 497,970 0 0 0 0 0 1,840,599
Haynes G. Griffin(10) 3,856,986 0 0 531,463 0 0 4,418,449
Richard Krants(11) 400,573 0 0 0 0 0 505,573
Richard T. Liebhaber(12) 10,000 0 0 0 0 0 56,666
Michael McCoy(8) 0 0 0 0 0 0 26,000
Kevin W. Sharer(8) 0 0 0 0 0 0 56,666
William Spier(13) 721,353 0 0 0 0 0 761,353

All directors and executive officers 6,903,656 444,445 20 531,463 5,000 500 23,173,048
as a group (17 persons)(14)
Other Beneficial Owners
- - -----------------------
Hughes Network Systems, Inc.(15) 0 0 0 0 0 0 7,025,090
Merrill Lynch & Co., Inc.(16) 2,038,000 0 0 0 0 0 5,090,500
S-C Rig Investments-III(17) 0 444,445 20 0 5,000 500 13,107,381
Vanguard Cellular Systems, Inc.(18) 3,856,986 0 0 531,463 0 0 4,418,449
-----------------------
*Less than 1%

Percentage Percentage Percentage Percentage Percentage
of Class of of Class of of Class of of Class of of Class of Percentage of
Common Series H Series I Series L Series N Class of Series
Stock Stock Stock Stock Stock P Stock
Directors, Nominees Beneficially Beneficially Beneficially Beneficially Beneficially Beneficially
and Executive Officers Owned(2) Owned Owned Owned Owned Owned
---------------------- ------- ----- ----- ----- ----- -----
Judith C. Areen * 0 0 0 0 0
Walter E. Auch (3) * 0 0 0 0 0
Yoram Bibring(4) * 0 0 0 0 0
George Calhoun(5) * 0 0 0 0 0
Purnendu Chatterjee(6) 17.77% 100% 100% 0 9.1% 100%
Winston Churchill(7) 2.21% 0 0 0 0 0
Jonathan C. Crane(8) * 0 0 0 0 0
Yaron Eitan(9) 2.97% 0 0 0 0 0
Haynes G. Griffin(10) 7.21% 0 0 50% 0 0
Richard Krants(11) * 0 0 0 0 0
Richard T. Liebhaber(12) * 0 0 0 0 0
Michael McCoy(8) * 0 0 0 0 0
Kevin W. Sharer(8) * 0 0 0 0 0
William Spier(13) 1.25% 0 0 0 0 0

All directors and executive officers 30.12% 100% 100% 50% 9.1% 100%
as a group (17 persons)(14)
Other Beneficial Owners
- - -----------------------
Hughes Network Systems, Inc.(15) 10.38% 0 0 0 0 0
Merrill Lynch & Co., Inc.(16) 8.43% 0 0 0 0 0
S-C Rig Investments-III(17) 17.77% 100% 100% 0 9.1% 100%
Vanguard Cellular Systems, Inc.(18) 7.21% 0 0 50% 0 0
-----------------------
*Less than 1%

</TABLE>

-22-

<PAGE>

(1) The Series H Stock is, under certain circumstances, convertible into
Common Stock by dividing (x) the sum of the $90.00 per share stated
value and any dividend arrearage by (y) $9.00 per share (as adjusted
from time to time for certain events of dilution). As of April 15,
1997, 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 arrearage by (y) $11.75 per share
(as adjusted from time to time for certain events of dilution). As of
April 15, 1997, the Series I Stock was convertible into 42,553 shares
of Common Stock. The Series L Stock is, under certain circumstances,
convertible into Common Stock by dividing (x) the sum of $9.408 per
share stated value and any dividend arrearage by (y) 9.408 per share
(as adjusted from time to time for certain events of dilution). As of
April 15, 1997, each shares of Series L Stock was convertible into one
share of Common Stock. The Series N Stock is, under certain
circumstances, convertible into Common Stock by dividing (x) the sum of
the $1,000 per share stated value and any dividend arrearage by (y)
$11.00 per share (as adjusted from time to time for certain events of
dilution). As of April 15, 1997, each share of Series N Stock was
convertible into 91 shares of Common Stock. The Series P Stock is
convertible into the number of shares of Common Stock as is determined
by dividing (i) the sum of the $50,000 stated value per share of Series
P Stock plus all unpaid dividends accrued and deemed to have accrued,
if any, with respect to such shares of Series P Stock through the last
dividend payment date by (ii) the lowest daily volume-weighted average
price of the Corporation's Common Stock during the four (4) business
days immediately preceding conversion multiplied by a conversion
discount of (i) 100% for conversions prior to June 29, 1997, (ii) 95%
for conversions after June 29, 1997 but prior to December 31, 1997,
(iii) 90% for conversions after December 31, 1997 but prior to June 29,
1998, and (iv) 88% for conversions after June 29, 1998. The Series P
Stock becomes convertible into Common Stock in stages during the
fifteen (15) month period beginning April 1997 and remains convertible
until December 31, 2001. As of April 15, 1997, twenty percent (20%) of
the shares of Series P Stock were convertible within sixty (60) days
into shares of Common Stock, with each such share of Series P Stock
convertible into 12,958 shares of Common Stock. The number of shares
indicated in each column refers 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 holds 95,000 options which are currently exercisable.

(4) Mr. Bibring holds 75,000 options which are currently exercisable.

(5) Mr. Calhoun holds 267,780 options which are currently 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 and
certain of its affiliates are the record owners of 444,445 shares of
Series H Stock which are convertible into 4,444,450 shares of Common
Stock, 20 shares of Series I Stock which are convertible into 851,060
shares of Common Stock, 5,000 shares of Series N Stock which are
convertible into 454,545 shares of common Stock, 500 shares of Series P
Stock which are convertible within sixty (60) days of April 15, 1997
into 1,295,800 shares of Common Stock, and warrants to purchase
5,831,526 shares of Common Stock. Dr. Chatterjee is also deemed to
beneficially own options to purchase 200,000 shares of Common Stock
held by one of his affiliates, XTec International, Inc. Dr. Chatterjee
also holds 30,000 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 636,826 shares of Common Stock and 10,800 options. Mr. Churchill
also holds 206,667 options which are currently 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. In addition, certain affiliates of Mr. Churchill
own $1,000,000 principal amount of Convertible Notes, which are
convertible into shares of Common Stock at a conversion price equal to
$9.50 per share. As of April 15, 1997, the Convertible Notes and
accrued and unpaid interest thereon were convertible into 107,340
shares of Common Stock.

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

(9) Mr. Eitan currently holds 1,342,629 options which are currently
exercisable.

-23-

<PAGE>

(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 3,856,986 shares of Common Stock and 531,463 shares of
Series L Stock, which are convertible into 531,463 shares of Common
Stock. Mr. Griffin also holds 30,000 options which are currently
exercisable. Mr. Griffin's address is 2002 Pisgah Church Road, Suite
300, Greensboro, North Carolina 27455.

(11) Includes 105,000 options which are currently exercisable and 2,700
shares held by Mr. Krants' children.

(12) Mr. Liebhaber holds 46,666 options which are currently exercisable.

(13) Mr. Spier holds 40,000 options which are currently exercisable.

(14) Includes 15,752,726 shares of Common Stock issuable upon the conversion
of Series H Stock, Series I Stock, Series L Stock, Series N Stock,
Series P Stock and the exercise of currently exercisable warrants and
options.

(15) Consists of shares of Common Stock issuable upon conversion of the HNS
Note. See "Certain Relationships and Related Transactions."

(16) Based on information contained in a Schedule 13G filed on February 14,
1997 on behalf of Merrill, Lynch & Co. Inc., Merrill Lynch Asset
Management, L.P., Merrill Lynch Global Allocation Fund, Inc., Merrill
Lynch Group, Inc. and Princeton Services, Inc. Includes warrants to
purchase 3,052,500 shares of Common Stock. Merrill Lynch & Co.'s
address is World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10281.

(17) S-C Rig holds, or may be deemed to beneficially own, 444,445 shares of
Series H Stock, 20 shares of Series I Stock, 5,000 shares of Series N
Stock and 500 shares of Series P Stock, convertible in accordance with
the Certificate of Designation of each such series into 4,444,450
shares of Common Stock, 851,060 shares of Common Stock, 454,545 shares
of Common Stock and, within sixty (60) days of April 15, 1997,
1,295,800 shares of Common Stock, respectively, and warrants to
purchase 5,831,526 shares of Common Stock. Certain of the shares of
Series N Stock and Series P Stock are held of record by Winston
Partners II, LDC, Winston Partners II, LLC and Winston Partners L.P.,
affiliates of S-C Rig. S-C Rig also may be deemed to beneficially own
230,000 options which are currently exercisable and are held by
affiliates of S-C Rig. S-C Rig's address is 888 7th Avenue, New York,
NY 10106.

(18) Vanguard is the record owner of 3,856,986 shares of Common Stock and
531,463 shares of Series L Stock, which are convertible into 531,463
shares of Common Stock. In addition, Vanguard may be deemed to
beneficially own 30,000 options which are currently exercisable and are
held by Mr. Griffin, Vanguard's President. Vanguard's address is 2002
Pisgah Church Road, Suite 300, Greensboro, NC 27455.

-24-

<PAGE>

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.

S-C Rig/Chatterjee Group

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 The Chatterjee Group, an affiliate of S-C Rig
("Chatterjee Group"), pursuant to which Chatterjee Group provides 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 is convertible (calculated on a fully diluted
basis).

On April 5, 1996, the Corporation and S-C Rig entered into an agreement
pursuant to which S-C Rig made a $40.0 million unsecured senior credit facility
available to the Corporation. All borrowings under the credit facility were
required to be made prior to April 5, 1998, were to accrue interest at a rate of
10% per annum and were to mature four years from the date of the final borrowing
thereunder. The Corporation is obligated to pay S-C Rig a fee equal to 3% of
each borrowing under the credit facility at the time of any such borrowing. In
connection with the establishment of the credit facility, the Corporation issued
to S-C Rig a five-year warrant to purchase 4,210,526 million shares of Common
Stock (subject to adjustment in certain circumstances) at an exercise price of
$9.50 per share (subject to adjustment in certain circumstances). On April 22,
1997, the Corporation and S-C Rig entered into an agreement to permit the
Corporation to borrow funds under this credit facility until April 4, 1999 and
to allow the Corporation five years from the date of its last such borrowing to
repay the principal amount owed with respect thereto, at an interest rate of
eight percent (8%) per annum. In addition, the Corporation agreed to extend,
until April 2003, the expiration date of the warrants and to reset the exercise
price thereof to $6.00 per share. At December 31, 1996, there were no borrowings
under this credit facility.

On June 20, 1996, the Corporation issued and sold to S-C Rig and certain
of its affiliates 5,000 shares of Series N Stock and warrants to purchase
150,000 shares of Common Stock for an aggregate purchase price of $5.0 million.
Further, on January 23, 1997, the Corporation issued and sold to S-C Rig and
certain of its affiliates 500 shares of Series P Stock and warrants to purchase
850,000 shares of Common Stock for an aggregate purchase price of $25.0 million

Metro Net

On January 27, 1994, pursuant to an Agreement and Plan of Merger (the
"Metro Net Agreement") with 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 was renewed
for one year in December 1996, and provides for annual consideration of $75,000
payable to Mr. Krants.

HNS

In December 1995, Geotek Financing Corporation, a wholly-owned subsidiary
of the Corporation ("GFC") and the Corporation entered into a loan agreement
with HNS (as amended, the "HNS Loan Agreement") pursuant to which HNS agreed to
provide to GFC up to $24.5 million of financing in the form of the HNS Note for
use in connection with the purchase of licenses from the Federal Communications
Commission. In October 1996, GFC borrowed all of the funds available under the
HNS Loan Agreement. For a description of the terms of the HNS Note, see Proposal
II.

-25

<PAGE>

In September 1996, the Corporation and GFC entered into a vendor credit
financing agreement (the "HNS Financing Agreement") and a manufacturing
agreement (the "HNS Manufacturing Agreement") with HNS pursuant to which HNS
agreed to manufacture certain of the components ("BSE") required for the
construction of the Corporation's 900 MHz FHMA network equipment and to provide
up to $100.0 million of financing to GFC for up to ninety percent (90%) of the
purchase price of such portion of the BSE which are scheduled for delivery to
the Corporation prior to June 30, 1999. Pursuant to the HNS Manufacturing
Agreement, GFC is obligated to purchase at least fifty percent (50%) of the
Corporation's domestic and international 900 MHz BSE requirements from HNS so
long as GFC is permitted to finance such purchases under the HNS Finance
Agreement. All borrowings under the HNS Financing Agreement accrue interest at a
rate of eleven percent (11%) per annum and are required to be repaid in ten (10)
equal semi-annual payments beginning on July 10, 1999. HNS will be granted a
security interest in the BSE manufactured by HNS under the HNS Manufacturing
Agreement and financed by HNS under the HNS Financing Agreement as security for
GFC's obligations under the HNS Finance Agreement. As further security for GFC's
obligations under the HNS Financing Agreement and the HNS Loan Agreement, GFC
has pledged to HNS a $24.5 million intercompany note of Geotek License Holdings,
Inc., a wholly-owned subsidiary of GFC and the capital stock of such subsidiary.
In addition, the Corporation has guaranteed GFC's obligations under the HNS
Financing Agreement.

In connection with the execution of the HNS Financing Agreement, the
Corporation issued to HNS warrants to purchase an aggregate of 2,500,000 shares
of the Corporation's Common Stock (the "HNS Warrants") at exercise prices
ranging from $8.6250 to $12.9375 per share. Subject to certain limitations, the
HNS Warrants are exercisable at any time on or after the earlier of September
27, 1997 and the occurrence of a change in control of the Corporation. Unless
exercised, the HNS Warrants automatically expire on September 27, 2003. The
Corporation may, at its sole discretion, require the holders of the HNS Warrants
to exercise the HNS Warrants following any period occurring after September 27,
2000, during which for ten (10) consecutive trading days the closing price of
the Corporation's Common Stock equals or exceeds one hundred fifty percent
(150%) (ranging from $12.9375 to $19.4063 per share) of the initial exercise
price of the HNS Warrants.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act ("Section 16") requires the
Corporation's officers and directors and persons who own more than ten percent
of a registered class of the Corporation's equity securities (collectively, the
"Reporting Persons") to file reports of ownership and changes in ownership with
the Commission and to furnish the Corporation with copies of these reports.

Based on the Corporation's review of the copies of these reports received
by it, the Corporation believes that all Section 16 filings required to be made
by the Reporting Persons for the period January 1, 1996 through December 31,
1996 were made on a timely basis.

STOCKHOLDER PROPOSALS

Stockholder Proposals for the 1998 Annual Meeting

Any stockholder who intends to present a proposal for consideration at
the Corporation's 1998 Annual Meeting of Stockholders must, on or before
December 26, 1997, submit a proposal to the Corporation and notify the
Corporation that the stockholder intends to appear personally at the
Corporation's 1998 Annual Meeting of Stockholders to present the proposal in
order to have the Corporation consider the inclusion of such proposal in the
Corporation's 1998 proxy statement and form of proxy relating to the 1998 Annual
Meeting. Reference is made to Rule 14a-8 under the Exchange

-26-

<PAGE>

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 1998 Annual Meeting

Nominations for election to the Board of Directors at the Corporation's
1998 Annual Meeting of Stockholders may be made only in writing by a stockholder
entitled to vote at the 1998 Annual Meeting of stockholders and must be
addressed to the Secretary, Geotek Communications, Inc., 102 Chestnut Ridge
Road, Montvale, New Jersey 07645. All nominations must be received by the
Secretary on or before December 26, 1997, and must be accompanied by a
description of the nominee's business or professional background and otherwise
contain the information required by Section 14A of the Securities Exchange Act
of 1934, as amended.

Annual Report to Stockholders

A copy of the Corporation's Annual Report to Stockholders which
contains copies of the Corporation's audited financial statements is being sent
to stockholders with this Proxy Statement.

Annual Report on Form 10-K

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY STOCKHOLDER, UPON
THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE CORPORATION'S ANNUAL REPORT ON
FORM 10-K. REQUESTS FOR THIS REPORT SHOULD BE ADDRESSED TO ROBERT VECSLER,
SECRETARY OF GEOTEK COMMUNICATIONS, INC., 102 CHESTNUT RIDGE ROAD, MONTVALE, NJ
07645.

-27-

<PAGE>

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,

ROBERT VECSLER
Secretary

IT IS IMPORTANT THAT, IF YOU ARE A HOLDER OF SHARES OF COMMON STOCK OR
VOTING 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
VOTING PREFERRED STOCK, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. THE PROMPT
RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF FURTHER PROXY
SOLICITATION.

MAY __, 1997

<PAGE>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

The undersigned stockholder of GEOTEK COMMUNICATIONS, INC. (the
"Corporation"), revoking all previous proxies, hereby appoints Robert Vecsler
and Randy Miller, 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 May 2, 1997 at the 1997 Annual Meeting of Stockholders of the
Corporation to be held on June 26, 1997, at 9:00 A.M., local time, at the Park
Ridge Marriott, 300 Brae Boulevard, Park Ridge, New Jersey, 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, "FOR" THE ITEM LISTED IN PROPOSAL V, "FOR" THE ITEM
LISTED IN PROPOSAL VI, AND "FOR" THE SEVENTH 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: JUDITH C. AREEN, WALTER E. AUCH, GEORGE CALHOUN,
PURNENDU CHATTERJEE, WINSTON J. CHURCHILL, JONATHAN C. CRANE,
YARON EITAN, HAYNES G. GRIFFIN, RICHARD KRANTS, RICHARD T.
LIEBHABER AND WILLIAM SPIER will be considered nominees for
election at the Annual Meeting.

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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 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:_________________________________ 1997

_______________________________________(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 such officer's name and title and
affix the corporate seal, if any.

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>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES H PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

PROPOSAL I

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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:_________________________________ 1997

_______________________________________(SEAL)
(Stockholder's Signature)
_______________________________________(SEAL)
(Stockholder's Signature)

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>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES I PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

PROPOSAL I

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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:_________________________________ 1997

_______________________________________(SEAL)
(Stockholder's Signature)
_______________________________________(SEAL)
(Stockholder's Signature)

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>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES K PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

PROPOSAL I

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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:_________________________________ 1997

_______________________________________(SEAL)
(Stockholder's Signature)
_______________________________________(SEAL)
(Stockholder's Signature)

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>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES L PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

PROPOSAL I

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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:_________________________________ 1997

_______________________________________(SEAL)
(Stockholder's Signature)
_______________________________________(SEAL)
(Stockholder's Signature)

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>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES M PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

PROPOSAL I

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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:_________________________________ 1997

_______________________________________(SEAL)
(Stockholder's Signature)
_______________________________________(SEAL)
(Stockholder's Signature)

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>

GEOTEK COMMUNICATIONS, INC.
FOR THE HOLDERS OF GEOTEK SERIES N PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1997 Annual Meeting of the Stockholders - June 26, 1997

PROPOSAL I

PROPOSAL II

2. The approval of the Amendment to the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock to 200,000,000 shares of Common Stock.

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

PROPOSAL III

3. The approval of the adoption of the Corporation's Employee Stock
Purchase Plan.

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

<PAGE>

PROPOSAL IV

4. The approval of the Corporation's 1994 Stock Option Plan, as amended
and restated.

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

PROPOSAL V

5. The approval of the issuance of shares of Common Stock underlying the
Corporation's Series O Convertible Preferred Stock, Series P
Convertible Preferred Stock and certain warrants.

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

PROPOSAL VI

6. The ratification of Coopers & Lybrand L.L.P. as the Corporation's
independent accountants for the 1997 fiscal year.

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

7. 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:_________________________________ 1997

_______________________________________(SEAL)
(Stockholder's Signature)
_______________________________________(SEAL)
(Stockholder's Signature)

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.