GEOTEC, INC. Warrant for the Purchase of Shares of Common Stock

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Issue Date :

As of April 30, 2008

GEOTEC, INC.

  Warrant for the Purchase of Shares of Common Stock

THIS CERTIFIES that, in consideration of value received, the receipt and sufficiency of which is acknowledged, StoneGate Partners, LLC (“StoneGate” and, in its capacity as the holder hereof, the “ Holder, ” which term shall also refer to any subsequent holder or holders hereof), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Geotec, Inc.  Inc., a Florida corporation (the “ Company ”), the number of fully paid and non-assessable shares (the “ Shares ”) of the Company’s Common Stock (the “ Common Stock ”) set forth in Section 1 below, at the various exercise prices set forth herein below (the “ Exercise Price ”, as used with reference to the applicable price as indicated herein) set forth in Section 1 below.

1.

Exercise Period   The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, to purchase up to $25,000,000 of the Company’s Common Stock at a purchase price per share as follows:

This Warrant shall expire on the ten year anniversary of the date hereof.  StoneGate agrees to use its best efforts to exercise $2,000,000 of the First Tranche within 90 days following satisfactory completion of its due diligence with respect to the Company.  The Company shall use the proceeds of the First Tranche for intellectual property protection and working capital purposes.  At the option of StoneGate, the securities issuable upon exercise of the First Tranche may be shares of the Company’s convertible preferred stock with customary rights, preferences and privileges.  Upon exercise of the first $2,000,000 of the First Tranche, StoneGate and the Company agree that the Holder shall receive a number of shares of Common Stock equal to the

number of shares of preferred stock or other class of capital stock so issued.  The right to exercise the Warrant with respect to the First Tranche shall expire six (6) months after the Applicable Trigger Date (as defined below).  The right to exercise the Warrant with respect to the remaining tranches shall expire two (2) years after the Applicable Trigger Date.  The expiration of the aforementioned exercise periods shall be extended for such period of time that the information required under Rule 144 is not publicly available.  For the purposes of this Section, “Applicable Trigger Date” shall mean the date on which the closing bid price for the Geotec common stock shall be at least 150% of the applicable Exercise Price Per Share for such tranche for a period of thirty (30) consecutive trading days.  The period of time during which any Tranche or Tranches under this Warrant may be exercised as provided above is referred to herein as the “ Exercise Period .”

2.

Exercise of Warrant   

2.1

Exercise for Cash  During the Exercise Period and provided this Warrant has not been terminated, this Warrant shall be exercised, in whole or in part and from time to time, by the surrender of this Warrant and the Notice of Exercise annexed hereto as Exhibit A duly executed at the principal office of the Company (or such other office or agency of the Company as it may designate) and upon payment of the Exercise Price of the Shares thereby purchased (payment to be by check or bank draft payable to the order of the Company).  Upon exercise, the Holder shall be entitled to receive, within a reasonable time after payment in full, one or more certificates, issued in the Holder’s name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of Shares of  Common Stock so purchased.  The Shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant shall have been exercised.

2.2

Conversion of Warrant  In lieu of exercise of any portion of the Warrant as provided in Section 2.1 hereof, at any time during which the Company’s shares are publicly traded, this Warrant (or any portion thereof) may, at the election of the Holder, be converted, in whole or in part, by the surrender by the Holder, at the Company’s offices, of this Warrant and the Notice of Conversion annexed hereto as Exhibit B , into the nearest whole number of shares of Common Stock equal to: (1) the number of Shares specified by the holder in the Notice of Conversion (the “ Total Number ”) less (2) the number of Shares equal to the quotient obtained by dividing (a) the product of the Total Number and the applicable Exercise Price by (b) the Market Price Per Share with respect to the date of conversion.  The Warrant (or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Warrant for conversion in accordance with the foregoing provisions.  As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Holder (i) a certificate or certificates representing the number of Shares to which the Holder shall be entitled as a result of the conversion, and (ii) if the Warrant is being converted in part only, a new Warrant for the unconverted portion of the Warrant.

2.3

Market Price Per Share  As used herein, the “Market Price Per Share” shall mean the average closing price per share of the Company’s Common Stock for the 30 trading days beginning on the Determination Date.  “Determination Date” shall mean the date which is thirty (30) trading days prior to the date of exercise hereof which compels the

2

calculation of Market Price Per Share.  The closing price for each day shall be as reported in The Wall Street Journal or, if not reported therein, as reported in another newspaper of national circulation chosen by the Board of Directors of the Company, the closing sales price or, in case no such sale takes place on such day, the average of the closing bid and asked prices, on the New York Stock Exchange Composite Tape, or if the Common Stock is not then listed or admitted to trading on the New York Stock Exchange, on the largest principal national securities exchange on which such Shares are then listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange , then the average of the last reported sales price for such shares in the over-the counter market, as reported on the National Association of Securities Dealers Automated Quotation System, or, if such sales prices shall not be reported thereon, the average of the closing bid and asked prices so reported, or, if such bid and asked prices shall not be reported thereon, as the same shall be reported by the National Quotation Bureau Incorporated, or, if such firm at the time is not engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business and selected by the Company or, if there is no such firm, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company.  If for any reason at the time of exercise the Company shall not have a class of equity securities registered under the Securities Exchange Act of 1934, as amended, “Market Price Per Share” shall be determined as follows:   first , by an investment banking firm selected by the Holder, which determination shall be made within thirty (30) days after the surrender of this Warrant as described in Section 2.2 hereof, second , if such determination shall not be satisfactory to the Company, as evidenced by a written objection by the Company to the Holder, within two weeks of receipt by the Company of such determination, the Company shall be entitled to select an investment banking firm which shall make its own determination within thirty (30) days of its appointment, and if such determination shall differ by less than 10% from the determination of the investment banking firm selected by the Holder, the Market Price Per Share shall be the average of such determinations and third , if such determinations shall differ by 10% or more, such investment banking firms shall appoint a third investment banking firm which shall make its own determination within two weeks of its appointment, which determination shall be binding upon the Company and the Holder.  Any and all determinations of the Market Price Per Share shall be performed by an investment banking firm experienced in the conduct of corporate valuations and shall be based upon the fair market value of 100% of the Company on a consolidated basis if sold as a going concern, w