S-1

As filed with the Securities and Exchange Commission on May 12, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)

Delaware	4899	41-2118289
(State or Other Jurisdiction of Incorporation of Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2115 Linwood Avenue, Suite 100

Fort Lee, New Jersey 07024

(201) 363-4900

(Address, including zip code, and telephone number

including area code, of registrant’s principal executive offices)

Christian G. Le Brun, Esq.

General Counsel

ORBCOMM Inc.

2115 Linwood Avenue, Suite 100

Fort Lee, New Jersey 07024

(201) 363-4900

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Sey-Hyo Lee, Esq.
Alejandro R. San Miguel, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100 James H. Ball, Jr., Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                  

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                  

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                  

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
Title of Each Class of	Aggregate	Registration
Securities to be Registered	Offering Price(1)(2)	Fee
Common Stock, par value $0.001 per share	$150,000,000	$16,050

(1)	Includes shares which the underwriters have the option to purchase solely to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion May 12, 2006

                  Shares

Common Stock

This is the initial public offering of our common stock. No public market currently exists for our common stock. We are selling                      shares of common stock and the selling stockholders are selling                      shares of common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

We will apply to list our common stock on The Nasdaq National Market under the symbol “ORBC”. We expect the public offering price to be between $          and $           per share.

Investing in our common stock involves a high degree of risk. Before buying any shares, you should read carefully the discussion of material risks of investing in our common stock in “Risk factors” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to selling stockholders	$	$

The underwriters may also purchase up to an additional                      shares of our common stock at the public offering price, less the underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $          , and our total proceeds, before expenses, will be $          .

The underwriters are offering our common stock as set forth under “Underwriting”. Delivery of the shares will be made on or about                     , 2006.

Sole Book-Running Manager Joint Lead Manager

UBS Investment Bank Morgan Stanley

Banc of America Securities LLC Cowen and Company

The date of this prospectus is                     , 2006.

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We and the selling stockholders are not, and the underwriters are not, making an offer to sell or seeking offers to buy, shares of our common stock in any jurisdiction where such offer or and sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock.

TABLE OF CONTENTS

	Page
Prospectus summary		1
Risk factors		12
Special note regarding forward-looking statements		27
Use of proceeds		28
Dividend policy		28
Capitalization		29
Dilution		31
Selected consolidated financial data		33
Management’s discussion and analysis of financial condition and results of operations		36
Business		57
The ORBCOMM communications system		77
Management		90
Certain relationships and related party transactions		107
Principal stockholders		115
Selling stockholders		118
Description of capital stock		119
Shares eligible for future sale		123
Material U.S. federal income tax considerations for non-U.S. holders		125
Underwriting		128
Legal matters		131
Experts		131
Changes in and disagreements with accountants on accounting and financial disclosure		131
Where you can find more information		132
Index to consolidated financial statements		F-1
EX-3.1: THIRD AMENDED & RESTATED CERTIFICATE OF INCORPORATION
EX-3.2: AMENDED & RESTATED BYLAWS
EX-4.2: STOCKHOLDERS AGREEMENT
EX-9.1: SECOND AMENDED & RESTATED PREFERRED STOCK VOTING AGREEMENT
EX-9.2: AMENDED & RESTATED COMMON STOCK VOTING AGREEMENT
EX-10.1: VALIDATION SERVICES AGREEMENT
EX-10.2.1: COOPERATON AGREEMENT
EX-10.2.2: AMENDMENT NUMBER ONE TO COOPERATION AGREEMENT
EX-10.2.3: PRICING LETTER AGREEMENT
EX-10.2: CONCEPT DEMONSTRATION PAYLOAD PROCUREMENT AGREEMENT
EX-10.4: ORBCOMM CONCEPT DEMONSTRATION COMMUNICATION PROCUREMENT AGREEMENT
EX-10.5: AMENDMENT TO THE PROCUREMENT AGREEMENT
EX-10.6: AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT
EX-10.7: CONVERTIBLE NOTES AND STOCK PURCHASE AGREEMENT
EX-10.8.1: CONTRIBUTION AGREEMENT
EX-10.8.2: PUT AGREEMENT
EX-10.8.3: REORGANIZATION AGREEMENT
EX-10.9.1: INTERNATIONAL VALUE ADDED RESELLER AGREEMENT
EX-10.9.2: AMENDMENT TO INTERNATIONAL VALUE ADDED RESELLER AGREEMENT
EX-10.9.3: ASSIGNMENT AND ASSUMPTION AGREEMENT
EX-10.10: FORM OF COMMON STOCK WARRANTS
EX-10.11: FORM OF SERIES A PREFERRED STOCK WARRAN
EX-10.12: FORM OF RIDGEWOOD PREFERRED STOCK WARRANTS
EX-10.13: FORM OF INDEMNIFICATION AGREEMENT
EX-10.14: SCHEDULE
EX-10.15: 2004 STOCK OPTION PLAN
EX-10.17: FORM OF INCENTIVE STOCK OPTION AGREEMENT
EX-10.18: FORM OF NON STATUTORY STOCK OPTION AGREEMENT
EX-10.21.1: EMPLOYMENT AGREEMENT
EX-10.21.2: AMENDMENT TO STOCK OPTION AGREEMENT
EX-16; LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT
EX-21: SUBSIDIARIES OF THE COMPANY
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP
EX-23.2: CONSENT OF J.H. COHN LLP
EX-24: POWER OF ATTORNEY

We use market data and industry forecasts and projections throughout this prospectus, which we have obtained from market research, publicly available information and industry publications and surveys. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry and there is no assurance that any of the projected amounts will be achieved. Similarly, we believe that the surveys and market research others have performed are reliable, but we have not independently verified this information.

ORBCOMM is a registered trademark of ORBCOMM Inc. This prospectus refers to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective holders.

Through and including                     , 2006 (25 days after commencement of this offering), federal securities law may require all dealers that effect transactions in these securities, whether or not participating in this offering, to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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Prospectus summary

This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. We urge you to read this entire prospectus carefully, including the more detailed information about us and about the shares of our common stock being sold in this offering and our consolidated financial statements and related notes appearing elsewhere in this prospectus, and the section entitled “Risk factors” before making an investment decision. Unless the context requires otherwise, the words “ORBCOMM”, “we”, “company”, “us”, and “our” refer to ORBCOMM Inc. and its subsidiaries.

OUR COMPANY

We operate the only global commercial wireless messaging system optimized for narrowband communications. Our system consists of a global network of 30 low-Earth orbit, or LEO, satellites and accompanying ground infrastructure. Our two-way communications system enables our customers and end-users, which include large and established multinational businesses and government agencies, to track, monitor, control and communicate cost-effectively with fixed and mobile assets located anywhere in the world. Our products and services enable our customers and end-users to enhance productivity, reduce costs and improve security through a variety of commercial, government and emerging homeland security applications. We enable our customers and end-users to achieve these benefits using a single global technology standard for machine-to-machine and telematic, or M2M, data communications. Our customers have made significant investments in developing ORBCOMM-based applications. Examples of assets that are connected through our M2M data communications system include trucks, trailers, railcars, containers, heavy equipment, fluid tanks, utility meters, pipeline monitoring equipment, marine vessels and oil wells. Our customers include value-added resellers, or VARs, original equipment manufacturers, or OEMs, such as Caterpillar Inc., Komatsu Ltd., Hitachi Construction Machinery Co., Ltd. and the Volvo Group, service providers, such as the Equipment Services business of General Electric Company, and government agencies, such as the United States Coast Guard.

Through our M2M data communications system, our customers and end-users can send and receive information to and from any place in the world using low cost subscriber communicators and paying airtime costs that we believe are the lowest in the industry for global connectivity. We believe that there is no other satellite or terrestrial network currently in operation that can offer global two-way wireless narrowband data service coverage at comparable cost using a single technology standard worldwide. We are currently authorized, either directly or indirectly, to provide our communications services in over 75 countries and territories in North America, Europe, South America, Asia, Africa and Australia. As of December 31, 2005, we had approximately 113,000 billable subscriber communicators activated on our system and during the quarter ended March 31, 2006, our billable subscriber communicator net additions totaled approximately 24,000 units as compared to net additions of approximately 9,800 units during the fourth quarter of 2005, an increase of 145%. We believe that our target markets are significant and growing. Harbor Research, Inc., an independent strategic research firm, estimates that the number of vehicles, devices and units worldwide in the commercial transportation, heavy equipment, fixed asset monitoring, marine vessel, consumer transportation, and government and homeland security markets which are connected to M2M data communications systems using satellite or cellular networks will grow from approximately 18.5 million in 2006 to approximately 129.5 million by 2012, representing a compound annual growth rate of 38.3%. During this time, they expect penetration of M2M data communications devices for these target markets to increase from approximately 1.2% in 2006 to approximately 6.6% by 2012.

Our unique M2M data communications system is comprised of three elements: (i) a constellation of 30 LEO satellites in multiple orbital planes between 435 and 550 miles above the Earth operating in the Very High Frequency, or VHF, radio frequency spectrum, (ii) related ground infrastructure, including 13 gateway earth stations, five regional gateway control centers and a network control center in

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Dulles, Virginia, through which data sent to and from subscriber communicators are routed and (iii) subscriber communicators attached to a variety of fixed and mobile assets worldwide.

In April 2001, we acquired substantially all of the non-cash assets of ORBCOMM Global L.P. and its subsidiaries, which had originally designed, developed, constructed and put into service almost all of our current communications system. The transaction also involved the acquisition of the Federal Communications Commission, or FCC, licenses necessary to operate the system.

Following the acquisition, we implemented a turn-around plan to stabilize our operations and to preserve and substantially enhance the value of the acquired business, while substantially reducing costs and redefining our strategy, including:

†	Lowering the prices, improving features and performance, and introducing new models of our subscriber communicators;
†	Implementing a revised, low cost, multi-channel marketing and distribution model;
†	Implementing changes intended to extend the operational lives of existing satellites; and
†	Enhancing network capabilities.

As a result of our turn-around strategy, our revenues increased from $3.3 million in 2002 to $15.5 million in 2005, representing a compounded annual growth rate of 67% and the number of billable subscriber communicators (subscriber communicators activated and billing) on our system increased from approximately 31,000 at the end of 2002 to approximately 113,000 by the end of 2005. As of December 31, 2005, our cash and cash equivalents were $68.7 million. We anticipate that our cash on hand and our net proceeds from this offering, along with anticipated cash flows from operations, will fully fund our projected business plans.

Our principal products and services are satellite communications services and subscriber communicators. We provide global M2M data communications services through our satellite-based system. We focus our communications services on narrowband data applications. These data messages are typically sent by a remote subscriber communicator through our satellite system to our ground facilities for forwarding through an appropriate terrestrial communications network to the ultimate destination. Our wholly owned subsidiary, Stellar Satellite Communications Ltd., markets and sells subscriber communicators manufactured by Delphi Automotive Systems LLC, a subsidiary of Delphi Corporation, directly to customers. We also earn royalties from the sale of subscriber communicators manufactured by two other manufacturers, Quake Global, Inc. and Mobile Applitech, Inc. Currently, there are 11 different models of subscriber communicators available for sale and use on our communications system.

Increasingly, businesses and governments face the need to track, control, monitor and communicate with fixed and mobile assets that are located throughout the world. At the same time, these assets increasingly incorporate microprocessors, sensors and other devices that can provide a variety of information about the asset’s location, condition, operation or measurements and respond to external commands. As these intelligent devices proliferate, we believe that the need to establish two-way communications with these devices is greater than ever. Increasingly, owners and users of these intelligent devices are seeking communications systems that will enable them to communicate with these devices in a low cost and efficient manner.

Our products and services are typically combined with industry- or customer-specific applications developed by our resellers which are sold to their end-user customers. We do not generally market to end-users directly; instead, we utilize a cost-effective sales and marketing strategy of partnering with approximately 125 resellers (i.e., VARs, IVARs, international licensees and country representatives). These resellers, which are our direct customers, market to end-users in the following markets:

†  Commercial transportation— Large trucking and trailer leasing companies require applications that report location, engine diagnostic data, driver performance, fuel consumption, compliance, rapid

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decelerations, fuel taxes, driver logs and zone adherence in order to manage their fleets more safely and efficiently. Truck and trailer fleet owners and operators, as well as truck and trailer OEMs, are increasingly integrating M2M data communications systems into their trucks and trailers in order to achieve these objectives;

†	Heavy equipment— Heavy equipment fleet owners and leasing companies seeking to improve fleet productivity and profitability require applications that report diagnostic information, location (including for purposes of geo-fencing), time-of-use information, emergency notification, driver usage and maintenance alerts for their heavy equipment, which may be geographically dispersed, often in remote, difficult to reach locations. Using M2M data communications systems, heavy equipment fleet operators can remotely manage the productivity and mechanical condition of their equipment fleets, potentially lowering operating costs through preventive maintenance;
†	Fixed asset monitoring— Companies with widely dispersed fixed assets require a means of collecting data from remote assets to monitor productivity, minimize downtime and realize other operational benefits, as well as managing and controlling the functions of such assets, including for example, the remote operation of valves, electrical switches and other devices. M2M data communications systems can provide industrial companies with applications for automated meter reading, oil and gas storage tank monitoring, pipeline monitoring and environmental monitoring, which can reduce operating costs for these companies, including labor costs, fuel costs, and the expense of on-site monitoring and maintenance;
†	Marine vessels— Maritime vessels have a need for satellite-based communications due to the absence of reliable terrestrial-based coverage more than a few miles offshore. Luxury recreational marine vessels and commercial fishing vessels may use M2M data communications systems that offer features and functions such as onboard diagnostics and other marine telematics, alarms, requests for assistance, security, location reporting/tracking, e-mail and two-way messaging, catch data and weather reports;
†	Government and homeland security— Governments worldwide are seeking to address the global terror threat by monitoring land borders and hazardous materials, as well as marine vessels and containers. In addition, modern military and public safety forces use a variety of applications, particularly in supply chain management, logistics and support, which could incorporate our products and services. M2M data communications systems could be used in applications to monitor marine vessels or containers, detect infiltration across land borders or monitor the status of container door seals to address these homeland security needs. In addition, we may also be able to leverage our work with the Automatic Identification System, or AIS, to resell, subject in certain circumstances to U.S. Coast Guard approval, AIS data collected on our network to other coast guard services and governmental agencies; and
†	Consumer transportation— Automotive companies are seeking a means to address the growing need for safety systems in passenger vehicles and to broadcast a single message to multiple vehicles at one time. An example of such a safety system is the detection and reporting of airbag deployment. While our system currently has latency limitations which make it impractical for us to address this market fully, we believe that our existing network may be used with dual-mode devices, combining our subscriber communicators with communications devices for cellular networks, allowing our communications services to function as an effective back-up system by filling the coverage gaps in current cellular or wireless networks used in consumer transportation applications. In addition, we may undertake additional capital expenditures beyond our current capital plan in order to expand our satellite constellation and lower our latencies to the level that addresses the requirements of resellers and OEMs developing applications for this market if we believe the economic returns justify such an investment. We believe we can supplement our satellite constellation within the lead time required to integrate applications using our communications system into the automotive OEM product development cycle.

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OUR BUSINESS STRENGTHS AND COMPETITIVE ADVANTAGE

We believe our business strengths and competitive advantages include:

†	Established global network and proven technology— We believe our global network and technology enable us to offer superior products and services to the end-users of our communications system in terms of comprehensive coverage, reliability and compatibility. Our global network provides worldwide coverage, including in international waters, allowing end-users to access our communications system in areas outside the coverage of terrestrial networks, such as cellular, paging and other wireless networks. Our proven technology offers full two-way M2M data communication (with acknowledgement of message receipt) with minimal line-of-sight limitations and no performance issues during adverse weather conditions, which distinguishes us from other satellite communications systems;
†	Low cost structure— We have a significant cost advantage over any potential new LEO satellite system competitor with respect to our current satellite constellation, because we acquired the majority of our current communications system assets from ORBCOMM Global L.P. and its subsidiaries out of bankruptcy for a fraction of their original cost. In addition, because our LEO satellites are relatively small and deployed into low-Earth orbit, the constellation is less expensive and easier to launch and maintain than larger LEO satellites and large geostationary satellites. We also have less complex and less costly ground infrastructure and subscriber communication equipment than other satellite communications providers;
†	Sole commercial satellite operator licensed in the VHF spectrum— We are the sole commercial satellite operator licensed to operate in the VHF spectrum by the FCC or any other national spectrum or radio- telecommunications regulatory agency in the world. The VHF spectrum that we use was allocated globally by the International Telecommunication Union, or ITU, for use by satellite fleets such as ours to provide mobile data communications service. We are currently authorized, either directly or indirectly, to provide our data communications services in over 75 countries and territories in North America, Europe, South America, Asia, Africa and Australia. The VHF signals used to communicate between our satellites and subscriber communicators are not affected by weather and are less dependent on line-of-sight access to our satellites than other satellite communications systems. In addition, our longer wavelength signals enable our satellites to communicate reliably over longer distances at lower power levels. Higher power requirements of commercial satellite systems in other spectrum bands are a significant factor in their higher cost and technical complexity;
†	Significant market lead over satellite-based competitors— We believe that we have a significant market lead in providing M2M data communications services that meet the coverage and cost requirements in the rapidly developing asset management and supply chain markets. The process required to establish a competing satellite-based system with the advantages of a VHF system includes obtaining regulatory permits to launch and operate satellites and to provide communications services, and the design, development and construction of a communications system. We believe that a minimum of five years and significant investments in time and resources would be required for another satellite-based M2M data communications service provider to develop the capability to offer comparable services;
†	Key distribution and OEM customer relationships— Our strategic relationships with key distributors and OEMs have enabled us to streamline our sales and distribution channels and shift much of the risk and cost of developing and marketing applications to others. We have established strategic relationships with key service providers, such as GE Equipment Services, the world’s largest lessor of trailers, containers and railcars, and XATA Corporation, a leading provider of tracking solutions for the trucking industry, including to Penske Corporation, the leading truck leasing company in the United States, and major OEMs, such as Caterpillar, Komatsu, Hitachi and Volvo; and
†	Reliable, low cost subscriber communicators— We have manufacturing arrangements that provide us with industrial-scale manufacturing capability for the supply of low cost, reliable, ISO-9000

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certified, automotive grade subscriber communicators and the ability to scale up such manufacturing rapidly to meet additional demand, as well as arrangements with independent third party manufacturers who supply our customers and end-users directly with low cost subscriber communicators. As a result of these manufacturing relationships, we have significantly reduced the selling price of our subscriber communicators from approximately $280 per unit in 2003 to as little as $100 per unit in volume in 2006.

OUR STRATEGY

Our strategy is to leverage our business strengths and key competitive advantages to increase the number of subscriber communicators activated on our M2M data communications system, both in existing and new markets. We are focused on increasing our market share of customers with the potential for a high number of connections with lower usage applications. We believe that the service revenue associated with each additional subscriber communicator activated on our communications system will more than offset the negligible incremental cost of adding such subscriber communicator to our system and, as a result, positively impact our results of operations. We plan to continue to target multinational companies and government agencies to increase substantially our penetration of what we believe is a significant and growing addressable market. We are pursuing the following business strategies:

†	Expand our low cost, multi-channel marketing and distribution network of resellers;
†	Expand our international markets;
†	Further reduce subscriber communicator costs;
†	Reduce network latency;
†	Introduce new features and services; and
†	Provide comprehensive technical support, customer service and quality control.

RECENT DEVELOPMENTS

The following sets forth certain recent developments in our business:

†	We achieved a 22% increase in the total number of billable subscriber communicators, or approximately 24,000 units added, during the first quarter of 2006. This compares to a 10% increase, or approximately 9,800 units added, during the fourth quarter of 2005. As of March 31, 2006, there were approximately 138,000 billable subscriber communicators activated on our communications system;
†	In November and December 2005 and January 2006, we completed equity financings totaling $72.5 million led by Pacific Corporate Group (PCG), which funded $30 million. New investors, in addition to PCG, included investment firms MH Equity Investors and Torch Hill Capital. Several existing investors also participated in these financings, including Ridgewood Capital, OHB Technology A.G., Northwood Ventures LLC and our senior management. In January 2006, we paid all accumulated and unpaid dividends on our Series A preferred stock, totaling $8.0 million, of which $1.3 million was reinvested by holders of our Series A preferred stock in shares of our Series B preferred stock in the equity financings;
†	On March 14, 2006, the Trailer Fleet Services and Asset Intelligence divisions of GE Equipment Services announced an agreement under which GE will supply Wal-Mart with trailer tracking technology for its fleet of 46,000 over-the-road trailers using our M2M data communications system. GE Equipment Services has placed orders with our Stellar subsidiary for 87,000 subscriber communicators to support this and other customer rollouts during 2006;

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†

On April 7, 2006, Hitachi Construction Machinery Co., Ltd. entered into an IVAR agreement to support Hitachi’s newly launched Global e-Service Business, making them the fourth major heavy equipment OEM to choose us for data communications; and

†

On April 21, 2006, we entered into an agreement with Orbital Sciences Corporation to supply us with the payloads for our six “quick-launch” satellites, with options for two additional payloads. The firm fixed price for the payloads is $17 million, or up to a total of $21.4 million if the options for the two additional payloads are exercised, subject to price adjustments for late penalties and on-time or early delivery incentives.

OUR CORPORATE INFORMATION

Our principal executive office is located at 2115 Linwood Avenue, Suite 100, Fort Lee, New Jersey 07024. Our telephone number at that office is (201) 363-4900. Our website is located at www.orbcomm.com. Information contained on our website is not part of, and is not incorporated into, this prospectus.

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The offering

Issuer	ORBCOMM Inc.
Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Underwriters’ option to purchase additional shares	shares
Common stock outstanding immediately after this offering	shares
Use of proceeds	We estimate that the net proceeds to us from this offering will be approximately $                    . We intend to use the net proceeds from this offering as follows:
	† At least $                    to fund capital expenditures (including the deployment of our “quick-   launch” and next-generation satellites); and
	†  The remainder to provide additional working capital and for other general corporate purposes.
	See “Use of proceeds”. We will not receive any of the proceeds from the sales of common stock by the selling stockholders in the offering.
Nasdaq National Market symbol	ORBC
Dividend Policy	We have never declared or paid cash dividends on shares of our common stock. Pursuant to the terms of our Series A convertible redeemable preferred stock, we paid all accumulated and unpaid dividends on such preferred stock, in an amount of $8.0 million, on January 6, 2006. Our Series A preferred stock is no longer entitled to any accumulated dividends. Pursuant to the terms of our Series B convertible redeemable preferred stock, all accumulated and unpaid dividends on our Series B preferred stock, in an amount of $2.2 million as of March 31, 2006 become payable in cash upon the conversion of the Series B preferred stock into common stock upon completion of this offering. The Series B preferred stock dividends will increase by $726,000 per month until conversion. We intend to retain all available funds and any future earnings after this offering for use in the operation of our business and do not anticipate paying any further cash dividends in the foreseeable future. Our board of directors may, from time to time, examine our dividend policy and may, in their absolute discretion, change such policy.

Throughout this prospectus, the number of shares of our common stock outstanding immediately after the closing of this offering is based on shares of common stock outstanding on December 31, 2005 and:

†  assumes the conversion of all outstanding shares of our Series A and Series B convertible redeemable preferred stock into shares of common stock, on a one-for-one basis, upon the closing of this offering;

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†	excludes 2,192,561 shares of common stock subject to outstanding stock options with a weighted average exercise price of $2.04 per share;
†	excludes 2,876,997 shares of common stock subject to outstanding warrants with a weighted average exercise price of $1.71 per share;
†	excludes 478,392 shares of common stock subject to outstanding warrants to purchase Series A preferred stock, which will become warrants to purchase common stock upon conversion of the Series A preferred stock in connection with this offering, with a weighted average exercise price of $2.84 per share;
†	excludes 307,439 and 4,851,905 shares of common stock available for future grant or issuance under our 2004 and 2006 stock option plans, respectively; and
†	excludes the                      shares of common stock subject to the option granted to the underwriters to purchase additional shares of common stock in this offering to cover over-allotments.

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Summary consolidated financial data

The following table presents summary consolidated financial data as of December 31, 2001, 2002, 2003, 2004 and 2005, for the period from April 23, 2001 (inception) to December 31, 2001 and for the years ended December 31, 2002, 2003, 2004 and 2005 from our consolidated financial statements. You should read this information in conjunction with the information set forth in “Capitalization”, “Selected financial data”, “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements for the years ended December 31, 2003, 2004 and 2005 which are included elsewhere in this prospectus.

			Period ended
			December 31,	Years ended December 31,
Consolidated statement of operations data:			2001	2002	2003			2004			2005
			(in thousands, except per share data)
Service revenues			$	$	$	5,143		$	6,479		$	7,804
Product sales						1,938			4,387			7,723
		Total revenues				7,081			10,866			15,527
Costs and expenses:
	Costs of services					6,102			5,884			6,223
	Costs of product sales					1,833			4,921			6,459
	Selling, general and administrative					6,577			8,646			9,344
	Product development					546			778			1,341
		Total costs and expenses				15,058			20,229			23,367
Loss from operations						(7,977	)		(9,363	)		(7,840	)
Other income (expense), net						(5,340	)		(3,026	)		(1,258	)
Net loss			$	$	$	(13,317	)	$	(12,389	)	$	(9,098	)
Net loss applicable to common shares(1)								$	(14,535	)	$	(14,248	)
Net loss per common share:
	Basic and diluted							$	(1.71	)	$	(1.67	)
	Basic and diluted pro forma(2)										$	(0.66	)
Weighted average common shares outstanding:
	Basic and diluted								8,487			8,524
	Basic and diluted pro forma(2)											21,508

	As of December 31,
Consolidated balance sheet data:	2001	2002	2003			2004			2005
	(in thousands)
Cash and cash equivalents	$	$	$	78		$	3,316		$	68,663
Working capital (deficit)				(19,389	)		8,416			65,285
Satellite network and other equipment, net				3,263			5,243			7,787
Total assets				7,198			20,888			89,316
Notes payable				12,107			—			—
Note payable— related party				—			—			594
Convertible redeemable preferred stock				—			38,588			112,221
Stockholders’ deficit (membership interests’)				(15,547	)		(28,833	)		(42,654	)

	Period ended
	December 31,	Years ended December 31,
Consolidated statements of cash flows data:	2001	2002	2003			2004			2005
	(in thousands)
Net cash (used in) provided by operating activities			$	(4,968	)	$	(16,051	)	$	3,641
Net cash used in investing activities				(1,747	)		(2,489	)		(4,033	)
Net cash provided by financing activities				6,627			21,778			65,674

	Period ended
	December 31,		Years ended December 31,
Other data:	2001		2002		2003			2004			2005
	(dollars in thousands)
EBITDA(3)	$		$		$	(6,666	)	$	(9,640	)	$	(6,874	)
Billable subscriber communicators (at end of period)		25,580		30,788		47,937			75,786			112,984

9

(1)	The net loss applicable to common shares for the year ended December 31, 2004 is based on our net loss for the period from February 17, 2004, the date on which the members of Orbcomm LLC contributed all of their outstanding membership interests in exchange for shares of our common stock, through December 31, 2004. Net loss attributable to the period from January 1, 2004 to February 16, 2004 (prior to the Company becoming a corporation and issuing its common shares), has been excluded from the net loss applicable to common shares. As a result, net loss per common share for 2004 is not comparable to net loss per common share for 2005.
(2)	Upon completion of this offering, all outstanding shares of Series A and Series B preferred stock will automatically convert into an equal number of shares of common stock and all accrued and unpaid dividends on Series B preferred stock will become due and payable. The effect of this conversion has been reflected in the pro forma net loss per common share and pro forma weighted average common shares outstanding.
(3)	EBITDA is defined as earnings before interest income (expense), provision for income taxes and depreciation and amortization. We believe EBITDA is useful to our management and investors in evaluating our operating performance and liquidity because it is one of the primary measures used by us to evaluate the economic productivity of our operations, including our ability to obtain and maintain our customers, our ability to operate our business effectively, the efficiency of our employees and the profitability associated with their performance; it also helps our management and investors to meaningfully evaluate and compare the results of our operations from period to period on a consistent basis by removing the impact of our financing transactions and the depreciation and amortization impact of capital investments from our operating results. In addition, our management uses EBITDA in presentations to our board of directors to enable it to have the same measurement of operating performance and liquidity used by management and for planning purposes, including the preparation of our annual operating budget.
	EBITDA is not a performance measure calculated in accordance with accounting principles generally accepted in the United States, or GAAP. While we consider EBITDA to be an important measure of operating performance and liquidity, it should be considered in addition to, and not as a substitute for, or superior to, net loss, net cash flows from operations or other measures of financial performance prepared in accordance with GAAP and may be different than EBITDA measures presented by other companies.

10

The following table reconciles our net loss to EBITDA and reconciles EBITDA to our net cash (used in) provided by operating activities for the periods shown:

	Period ended
	December 31,	Years ended December 31,
	2001	2002	2003			2004			2005
	(in thousands)
Net loss	$	$	$	(13,317	)	$	(12,389	)	$	(9,098	)
Interest income				—			(49	)		(66	)
Interest expense(a)				5,340			1,318			308
Depreciation and amortization				1,311			1,480			1,982
EBITDA				(6,666	)		(9,640	)		(6,874	)
Changes in assets and liabilities				3,404			(9,868	)		9,279
Non-cash stock compensation expense				—			1,516			201
Change in allowance for doubtful accounts				(153	)		427			82
Write-off of note receivable				100			—			—
Inventory impairments				160			56			115
Amortization of deferred debt issuance costs and debt discount				3,527			722			31
Interest income				—			49			66
Interest expense				(5,340	)		(1,318	)		(308	)
Loss on extinguishment of debt				—			1,757			1,016
Warrants issued in exchange for services rendered				—			248			—
Accretion on notes payable—related party				—			—			33
Net cash (used in) provided by operating activities			$	(4,968	)	$	(16,051	)	$	3,641

(a)  Includes amortization of deferred debt issuance costs and debt discount of approximately $3,527, $722 and $31 in 2003, 2004 and 2005, respectively.

11

Risk factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following risks and other information in this prospectus before you decide whether to invest in shares of our common stock. Our business, prospects, financial condition, operating results or cash flows may be materially and adversely affected by the following risks, or other risks and uncertainties that we have not yet identified or currently consider to be immaterial. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

We are incurring substantial operating losses and net losses. We anticipate additional future losses. We must significantly increase our revenues to become profitable.

We have had annual net losses since our inception, including a net loss of $9.1 million for fiscal year 2005 and cumulative net losses of $48.6 million through December 31, 2005. Our future results will continue to reflect significant operating expenses, including expenses associated with expanding our sales and marketing efforts, establishing the infrastructure to operate as a public company and product development for our subscriber communicator products for use with our system. As a result, we anticipate additional operating losses and net losses for 2006 and may incur additional losses in the future. Moreover, our operating history to date may not provide an accurate indication of our future results because it reflects the acquisition of the assets which comprise substantially all of the present communications system out of bankruptcy at a purchase price which reflects a substantial discount to their historical cost and carrying value. The continued development of our business also will require additional capital expenditures for, among other things, the development, construction and launch of additional satellites, including more capable next-generation satellites, the development of more advanced subscriber communicators for use with our system and the installation of additional gateway earth stations and gateway control centers around the world. Accordingly, as we make these capital investments, our future results will include greater depreciation and amortization expense which reflect the full cost of acquiring these new assets. As a result, our losses may continue or increase in the future.

In order to become profitable, we must achieve substantial revenue growth. Revenue growth will depend on acceptance of our products and services by end-users in current markets, as well as in new geographic and industry markets. Although we have implemented a number of expense reduction initiatives to reduce our operating expenses, expense reductions alone, without revenue growth, will not enable us to achieve profitability. We may not become profitable and we may not be able to sustain such profitability, if achieved.

We have limited capital resources and capital needed for our business may not be available when we need it.

Our existing sources of liquidity, including cash on hand, the proceeds of this offering and cash expected to be generated from sales of our products and services may not be sufficient to fund our anticipated operations, capital expenditures (including the deployment of additional satellites), working capital and other financing requirements. If we continue to incur operating losses in the future, we may need to reduce further our operating costs or obtain alternate sources of financing, or both, to remain viable and, in particular, to fund the design, production and launch of additional satellites, including a next-generation of more capable satellites. We cannot assure you that we will have access to additional sources of capital on favorable terms or at all.

12

Risk factors

If end-users do not accept our services and the applications developed by value-added resellers or we cannot obtain the necessary regulatory approvals or licenses for particular countries or territories, we will fail to attract new customers and our business will be harmed.

Our success depends on end-users accepting our services, the applications developed by value-added resellers, and a number of other factors, including the technical capabilities of our system, the availability of low cost subscriber communicators, the receipt and maintenance of regulatory and other approvals in the United States and other countries and territories in which we operate, the price of our services and the applications developed by value-added resellers and the extent and availability of competitive or alternative services. We may not succeed in increasing revenue from the sale of our products and services to new and existing customers. Our failure to significantly increase the number of end-users will harm our business.

Our business plan assumes that potential customers and end-users will accept certain limitations inherent in our system. For example, our system is optimized for small packet, or narrowband, data transmissions, is subject to certain delays in the relay of messages, referred to as latencies, and may be subject to certain line-of-sight limitations between our satellites and the end-user’s subscriber communicator. In addition, our system is not capable of handling voice traffic. Certain potential end-users, particularly those requiring full time, real-time communications and those requiring the transmission of large amounts of data (greater than eight kilobytes per message) or voice traffic, may find such limitations unacceptable.

In addition to the limitations imposed by the architecture of our system, our failure to obtain the necessary regulatory and other approvals or licenses in a given country or territory will preclude the availability of our services in such country or territory until such time, if at all, that such approvals or licenses can be obtained. Certain potential end-users requiring messaging services in those countries and territories may find such limitations unacceptable.

We face competition from existing and potential competitors in the telecommunications industry, including numerous terrestrial and satellite-based network systems with greater resources, which could reduce our market share and revenues.

Competition in the telecommunications industry is intense, fueled by rapid, continuous technological advances and alliances between industry participants seeking to capture significant market share. We face competition from numerous existing and potential alternative telecommunications products and services provided by various large and small companies, including sophisticated two-way satellite-based data and voice communication services and next-generation digital cellular services, such as GSM and 3G. In addition, a continuing trend toward consolidation and strategic alliances in the telecommunications industry could give rise to significant new competitors, and any foreign competitor may benefit from subsidies from, or other protective measures by, its home country. Some of these competitors may provide more efficient or less expensive services than we are able to provide, which could reduce our market share and adversely affect our revenues and business.

Many of our existing and potential competitors have substantially greater financial, technical, marketing and distribution resources than we do. Additionally, many of these companies have greater name recognition and more established relationships with our target customers. Furthermore, these competitors may be able to adopt more aggressive pricing policies and offer customers more attractive terms than we can.

13

Risk factors

We have material weaknesses and significant deficiencies in our internal control over financial reporting.

We have experienced severe working capital constraints for several years and, as a result, we have operated with limited staffing of accounting functions and with less formal accounting controls than a public company would have. These circumstances have increased demands on our internal accounting and finance staff.

Material weaknesses and significant deficiencies in our internal control over financial reporting have been identified in connection with our 2005 and 2004 audits. These material weaknesses relate to internal communication issues between our management and the internal accounting staff on significant and/or complex transactions; a lack of thorough and rigorous review of contractual documents supporting complex transactions; a significant number of adjustments to our 2005 and 2004 financial statements, the recording of which resulted in material changes to the results of operations for each year; a lack of formal internal control procedures and the attendant control framework required to enforce those procedures; and a lack of qualified accounting personnel, specifically within the external reporting area. Material weaknesses in our internal control over financial reporting were also identified in connection with our 2003 audit, in particular, insufficient formalized procedures to ensure that all relevant documents relating to accounting transactions were made available to our accounting department; lack of communication on a timely basis from upper management to our accounting department on significant and/or complex transactions; and several instances of transactions that were not properly recorded in the general ledger, leading to a significant number of adjustments. To remedy these weaknesses, we have hired key senior accounting and finance employees to help enhance internal controls and other systems to comply with the requirements of the Sarbanes-Oxley Act of 2002. In addition to addressing the staffing of our accounting and finance function, we are also focused on enhancing our ability to provide adequate, accurate and timely financial information to meet our reporting obligations and comply with the requirements of the SEC, The Nasdaq National Market, or Nasdaq, and the Sarbanes-Oxley Act. We have engaged a national consulting firm to assist us with complying with the Sarbanes-Oxley Act. We are also in the process of implementing an integrated accounting and financial system infrastructure, which we believe will allow management to report on, and our independent registered public accounting firm to attest to, our internal controls, as required by the management certification and auditor attestation requirements mandated by the Sarbanes-Oxley Act. We will be performing system and process evaluation and testing and undertaking any necessary remediation of our internal control system on an ongoing basis. We cannot be certain as to the timing of the completion of our evaluation and testing and any necessary remediation or the impact of the same on our operations. Our development, implementation and maintenance of appropriate internal controls will depend materially both on our successful hiring and retention of key senior accounting and finance personnel.

If we are unable to attract and retain qualified personnel, to implement and integrate financial reporting and accounting systems or if we are unable to scale these systems to our growth, we may not have adequate, accurate or timely financial information, material errors in our financial statements may go undetected and we may be unable to meet our reporting obligations or comply with the requirements of the Securities and Exchange Commission, or the SEC, Nasdaq or the Sarbanes-Oxley Act, which could result in the imposition of sanctions, including the suspension or delisting of our common stock from Nasdaq and the inability of registered broker dealers to make a market in our common stock, or investigation by regulatory authorities. Any such action or other negative results caused by our inability to meet our reporting requirements or comply with legal and regulatory requirements or by disclosure of an accounting, reporting or control issue could adversely affect the price of our common stock.

14

Risk factors

We have a limited operating history, which makes it difficult to evaluate your investment in us.

We have conducted commercial operations only since April 2001, when we acquired substantially all of our current communications system from ORBCOMM Global L.P. and its subsidiaries. Our prospects and ability to implement our current business plan, including our ability to provide commercial two-way data communications service in key markets on a global basis and to generate revenues and positive operating cash flows, will depend on our ability to, among other things:

†	successfully construct, launch, place in commercial service, operate and maintain our quick-launch and next-generation satellites in a timely and cost-effective manner;
†	develop licensing and distribution arrangements in key markets within and outside the United States sufficient to capture and retain an adequate customer base;
†	install the necessary ground infrastructure and obtain and maintain the necessary regulatory and other approvals in key markets outside the United States through our existing or future international licensees to expand our business internationally;
†	provide for the timely design, manufacture and distribution of subscriber communicators in sufficient quantities, with appropriate functional characteristics and at competitive prices, for various applications; and
†	raise additional capital on favorable terms in order to pursue our growth strategy.

Given our limited operating history, there can be no assurance that we will be able to achieve these objectives or develop a sufficiently large revenue-generating customer base to achieve profitability. In particular, because we acquired a fully operational satellite constellation and communications system from ORBCOMM Global L.P. and its subsidiaries our current management team has limited experience with managing the design, construction and launch of a satellite system.

We rely on third parties to market and distribute our services to end-users. If these parties are unwilling or unable to provide applications and services to end-users, our business will be harmed.

We rely on VARs to market and distribute our services to end-users in the United States and on international licensees, country representatives, VARs and international value added resellers, or IVARs, outside the United States. The willingness of companies to become international licensees, country representatives, VARs and IVARs (which we refer to as resellers) will depend on a number of factors, including whether they perceive our services to be compatible with their existing businesses, whether they believe we will successfully deploy next-generation satellites, whether the prices they can charge end-users will provide an adequate return, and regulatory restrictions, if any. We believe that successful marketing of our services will depend on the design, development and commercial availability of applications that support the specific needs of the targeted end-users. The design, development and implementation of applications require the commitment of substantial financial and technological resources on the part of these resellers. Certain resellers are, and many potential resellers will be, newly formed or small ventures with limited financial resources, and such entities might not be successful in their efforts to design applications or effectively market our services. The inability of these resellers to provide applications to end-users could have a harmful effect on our business, financial condition and results of operations. We also believe that our success depends upon the pricing of applications by our resellers to end-users, over which we have no control.

15

Risk factors

Defects or errors in applications could result in end-users not being able to use our services, which would damage our reputation and harm our financial condition.

VARs, IVARs, international licensees and country representatives must develop applications quickly to keep pace with rapidly changing markets. These applications have long development cycles and are likely to contain undetected errors or defects, especially when first introduced or when subsequent versions are introduced, which could result in the disruption of our services to the end-users. While we sometimes assist our resellers in developing applications, we have limited ability to accelerate development cycles to avoid errors and defects in their applications. Such disruption could damage our reputation as well as the reputation of the respective resellers, and result in lost customers, lost revenue, diverted development resources, and increased service and warranty costs.

Because we depend on a few significant customers for a substantial portion of our revenues, the loss of a key customer could seriously harm our business.

We market and sell our products and services directly to OEM and government customers and indirectly through VARs, IVARs, licensees and country representatives. We have derived a substantial portion of our revenues in the past from sales to a relatively small number of customers. Our top two customers by revenue represented 45.1% of our revenues for fiscal 2005, including GE Equipment Services, which represented 31.4% of our revenues for fiscal 2005, primarily from sales to GE Equipment Services of subscriber communicators by our Stellar Satellite Communications, Ltd. subsidiary. We expect that a small number of reseller and OEM customers will continue to account for a substantial portion of our revenues in fiscal 2006 and in the future. As a result, the loss of any significant customer, which could occur at any time, could have a material adverse effect on our business, financial condition and results of operations.

If our international licensees and country representatives are not successful in establishing their businesses outside of the United States, the prospects for our business will be limited.

Outside of the United States, we rely largely on international licensees and country representatives to establish businesses in their respective territories, including obtaining and maintaining necessary regulatory and other approvals as well as managing local VARs. International licensees and country representatives may not be successful in obtaining and maintaining the necessary regulatory and other approvals to provide our services in their assigned territories and, even if those approvals are obtained, international licensees and/or country representatives may not be successful in developing a market and/or distribution network within their territories. Certain of the international licensees and/or country representatives are, or are likely to be, newly formed or small ventures with limited or no operational history and limited financial resources, and any such entities may not be successful in their efforts to secure adequate financing and to continue operating. In addition, in certain countries and territories outside the United States, we rely on international licensees and country representatives to operate and maintain various components of our system, such as gateway earth stations. These international licensees and country representatives may not be successful in operating and maintaining such components of our communications system and may not have the same financial incentives as we do to maintain those components in good repair.

Some of our international licensees and country representatives are experiencing significant operational and financial difficulties and have in the past defaulted on their obligations to us.

Many of our international licensees and country representatives were also international licensees and country representatives of ORBCOMM Global L.P. and, as a consequence of the bankruptcy of ORBCOMM Global L.P., they were left in many cases with significant financial problems, including significant debt and insufficient working capital. Certain of our international licensees and country

16

Risk factors

representatives (including in Japan, Korea, Malaysia, parts of South America and to a lesser extent, Europe) have not been able to successfully or adequately reorganize or recapitalize themselves and as a result have continued to experience significant material difficulties, including the failure to pay us for our services. To date, several of our licensees and country representatives have had difficulty in paying their usage fees and have not paid us or have paid us at reduced rates. Accordingly, we have had to recognize lower revenues from our international licensees and country representatives than their usage would indicate. Their ability to pay their obligations to us may be dependent, in many cases, upon their ability to successfully restructure their business and operations. In addition, we have from time to time had disagreements with certain of our international licensees related to these operational and financial difficulties. To the extent international licensees and country representatives are unable to reorganize and/or raise additional capital to execute their business plans on favorable terms (or are delayed in doing so), our ability to offer services internationally will be impaired and our business, financial condition and results of operations may be adversely effected.

We rely on a limited number of manufacturers for our subscriber communicators. If we are unable to, or cannot find third parties to, manufacture a sufficient quantity of subscriber communicators at a reasonable price, the prospects for our business will be negatively impacted.

The development and availability on a timely basis of relatively inexpensive subscriber communicators are critical to the successful commercial operation of our system. There are currently three manufacturers of subscriber communicators, including Quake Global Inc., Mobile Applitech, Inc. and our Stellar Satellite Communications, Ltd. subsidiary, which relies on a contract manufacturer, Delphi Automotive Systems LLC, a subsidiary of Delphi Corporation, to produce subscriber communicators. Our customers may not be able to obtain a sufficient supply of subscriber communicators at price points or with functional characteristics and reliability that meet their needs. An inability to successfully develop and manufacture subscriber communicators that meet the needs of customers and are available in sufficient numbers and at prices that render our services cost-effective to customers could limit the acceptance of our system and potentially affect the quality of our services, which could have a material adverse effect on our business, financial condition and results of operations.

Delphi Corporation recently filed for bankruptcy protection. Our business may be materially and adversely affected if Stellar’s agreement with Delphi Corporation is terminated or modified as part of Delphi’s reorganization in bankruptcy or otherwise. As part of our arbitration proceeding instituted against Quake Global, Inc. (described under “Business—Legal Proceedings—Quake”), we are seeking a declaration that we have the right to terminate our manufacturing agreement with Quake. If our agreements with third party manufacturers are, or Stellar’s agreement with Delphi Corporation is, terminated or expire, our search for additional or alternate manufacturers could result in significant delays, added expense and an inability to maintain or expand our customer base. Any of these events could require us to take unforeseen actions or devote additional resources to provide our services and could harm our ability to compete effectively.

We depend on recruiting and retaining qualified personnel and our inability to do so would seriously harm our business.

Because of the technical nature of our services and the market in which we compete, our success depends on the continued services of our current executive officers and certain of our engineering personnel, and our ability to attract and retain qualified personnel. The loss of the services of one or more of our key employees, including Jerome B. Eisenberg, our Chief Executive Officer, or certain key technical personnel, such as John J. Stolte, Jr., our Executive Vice President, Technology and Operations, or our inability to attract, retain and motivate qualified personnel could have a material adverse effect on our ability to operate our business and our financial condition and results of

17

Risk factors

operations. We do not have key-man life insurance policies covering any of our executive officers or key technical personnel. Competitors and others have in the past, and may in the future, attempt to recruit our employees. The available pool of individuals with relevant experience in the satellite industry is limited, and the process of identifying and recruiting personnel with the skills necessary to operate our system can be lengthy and expensive. In addition, new employees generally require substantial training, which requires significant resources and management attention. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.

Our management team is subject to a variety of demands for its attention and rapid growth and litigation could further strain our management and other resources and have a material adverse effect on our business, financial condition and results of operations.

We currently face a variety of challenges, including establishing the infrastructure and systems necessary for us to operate as a public company, addressing our pending litigation matters and managing the recent rapid expansion of our business. Our recent growth and expansion has increased our number of employees and the responsibilities of our management team. Any litigation, regardless of the merit or resolution, could be costly and divert the efforts and attention of our management. As we continue to expand, we may further strain our management and other resources. Our failure to meet these challenges as a result of insufficient management or other resources could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to litigation proceedings that could adversely affect our business.

We may be subject to legal claims or regulatory matters involving stockholder, consumer, antitrust and other issues. As described in “Business—Legal Proceedings”, we are currently engaged in a number of litigation matters. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include money damages or, in cases for which injunctive relief is sought, an injunction prohibiting us from manufacturing or selling one or more products. If an unfavorable ruling were to occur, it could have a material adverse effect on our business and results of operations for the period in which the ruling occurred or future periods.

Our business is characterized by rapid technological change and we may not be able to compete with new and emerging technologies.

We operate in the telecommunications industry, which is characterized by extensive research and development efforts and rapid technological change. New and advanced technology which can perform essentially the same functions as our service (though without global coverage), such as next-generation digital cellular networks (GSM and 3G), direct broadcast satellites, and other forms of wireless transmission, are in various stages of development by others in the industry. These technologies are being developed, supported and rolled out by entities that may have significantly greater resources than we do. These technologies could adversely impact the demand for our services. Research and development by others may lead to technologies that render some or all of our services non-competitive or obsolete in the future.

Because we operate in a highly regulated industry, we may be subjected to increased regulatory restrictions which could disrupt our service or increase our operating costs.

System operators and service providers are subject to extensive regulation under the laws of various countries and the rules and policies they adopt. These rules and policies, among other things, establish technical parameters for the operation of facilities and subscriber communicators, determine the permissible uses of facilities and subscriber communicators, and establish the terms and conditions

18

Risk factors

pursuant to which our international licensees and country representatives operate their facilities, including certain of the gateway earth stations and gateway control centers in our system. These rules and policies may also require our international licensees and country representatives to cut-off the data passing through the gateway earth stations or gateway control centers without notifying us or our end-users, significantly disrupting the operation of our communications system. These rules and policies may also regulate the use of subscriber communicators within certain countries or territories. International and domestic licensing and certification requirements may cause a delay in the marketing of our services and products, may impose costly procedures on our international licensees and country representatives, and may give a competitive advantage to larger companies that compete with our international licensees and country representatives. Possible future changes to regulations and policies in the countries in which we operate may result in additional regulatory requirements or restrictions on the services and equipment we provide, which may have a material adverse effect on our business and operations. Although we believe that we or our international licensees and country representatives have obtained all the licenses required to conduct our business as it is operated today, we may not be able to obtain, modify or maintain such licenses in the future. Moreover, changes in international or domestic licensing and certification requirements may result in disruptions of our communications services or alternatively result in added operational costs, which could harm our business. Our use of certain orbital planes and VHF assignments, as licensed by the FCC, is subject to the frequency coordination and registration process of the ITU. In the event disputes arise during coordination, the ITU’s radio regulations do not contain mandatory dispute resolution or enforcement mechanisms and neither the ITU specifically, nor international law generally, provides clear remedies in this situation.

Our business would be negatively impacted if the FCC revokes or fails to renew or amend our licenses.

Our FCC licenses— a license for the satellite constellation, separate licenses for the four U.S. gateway earth stations and a blanket license for the subscriber communicators— are subject to revocation if we fail to satisfy certain conditions or to meet certain prescribed milestones. While the FCC satellite constellation license is valid for a period of fifteen years from the operational date of the first satellite (April 11, 1995), we are required, three years prior to expiration of the FCC satellite constellation license, in April 2010, to apply for a license renewal with the FCC. The U.S. gateway earth station and subscriber communicator licenses were renewed in 2005 for fifteen-year periods and will expire in 2020. Renewal applications for those licenses must be filed between 30 and 90 days prior to expiration. There can be no assurance that the FCC will in fact renew our FCC licenses. If the FCC revokes or fails to renew our FCC licenses, or if we fail to satisfy any of the conditions of our FCC licenses, such action could have a material adverse impact on our business. In January 2006, we applied for an increase in the number of subscriber communicators permitted under our blanket subscriber communicator license from 200,000 to 1,000,000 units. Although we believe this increase will be granted, a failure of the FCC to grant such an increase would limit our future growth, as it would limit us to 200,000 subscriber communicators in the United States. We anticipate that the FCC will act on our modification request in June 2006; however, there can be no assurance that the modification will be granted on a timely basis or at all. Finally, our business could be adversely affected by the adoption of new laws, policies or regulations, or changes in the interpretation or application of existing laws, policies and regulations that modify the present regulatory environment.

Our business would be harmed if our international licensees and country representatives fail to acquire and retain all necessary regulatory approvals.

Our business is affected by the regulatory authorities of the countries in which we operate. Due to foreign ownership restrictions in various jurisdictions around the world, obtaining local regulatory approval for operation of our system is the responsibility of our international licensees and/or country

19

Risk factors

representatives in each of these licensed territories. In addition, in certain countries regulatory frameworks may be rudimentary or in an early stage of development, which can make it difficult or impossible to license and operate our system in such jurisdictions. There can be no assurance that our international licensees and/or country representatives will be successful in obtaining any additional approvals that may be desirable and, if they are not successful, we will be unable to provide service in such countries. Our inability to offer service in one or more important new markets, particularly in China or India, would have a negative impact on our ability to generate more revenue and would diminish our business prospects.

There are numerous risks inherent to our international operations that are beyond our control.

International telecommunications services are subject to country and region risks. Most of our coverage area and some of our subsidiaries are outside the Unites States. As a result, we are subject to certain risks on a country-by-country (or region-by-region) basis, including changes in domestic and foreign government regulations and telecommunications standards, licensing requirements, tariffs or taxes and other trade barriers, exchange controls, expropriation, and political and economic instability, including fluctuations in the value of foreign currencies which may make payment in U.S. dollars more expensive for foreign customers or payment in foreign currencies less valuable for us. Certain of these risks may be greater in developing countries or regions, where economic, political or diplomatic conditions may be significantly more volatile than those commonly experienced in the United States and other industrialized countries.

We do not currently maintain in-orbit insurance for our satellites.

We do not currently maintain in-orbit insurance coverage for our satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting the existing satellite constellation. We may obtain launch insurance for future launches of replacement and next-generation satellites. However, any determination as to whether we procure insurance, including in-orbit and launch insurance, will depend on a number of factors, including the availability of insurance in the market and the cost of available insurance. We may not be able to obtain insurance at reasonable costs. Even if we obtain insurance, it may not be sufficient to compensate us for the losses we may suffer due to applicable deductions and exclusions. If we experience significant uninsured losses, such events could have a material adverse impact on our business, financial condition and results of operations.

RISKS RELATED TO OUR TECHNOLOGY

We do not currently have back-up facilities for our network control center. In the event of a general failure at our network control center, our system will be disrupted and our operations will be harmed.

The core control segment of our system is housed at our network control center in Dulles, Virginia. We currently do not have back-up facilities for certain essential command and control functions that are performed by our network control center, and as a result, our system and business operations remain vulnerable to the possibility of a failure at our network control center. There would be a severe disruption to the functionality of our system in the event of a failure at our network control center. Although we plan to install a back-up network control center within the next year, there can be no assurance that we will be able to complete the installation on a timely basis or that such a back-up network would eliminate disruption to our system in the event of a failure.

20

Risk factors

New satellites are subject to launch failures, the occurrence of which can materially and adversely affect our operations.

Satellites are subject to certain risks related to failed launches. Launch failures result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, and to obtain other launch opportunities. We intend to conduct satellite launches in the future both to replace existing satellites and to augment the existing constellation in order to expand the messaging capacity of our network and improve the service level of our network. Our intended launch of six “quick-launch” satellites in a single mission to replace our existing Plane A satellites is important to maintain adequate service levels and to provide additional capacity for future subscriber growth. A failure or delay of our quick-launch mission could materially adversely affect our business, financial condition and results of operations until a replacement launch can be conducted, which would be at least nine to twelve months later. Any launch failures of our next-generation satellites would result in delays of at least six to nine months until additional satellites under construction are completed and their launches are achieved. Such delays would have a negative impact on our future growth and would materially and adversely affect our business, financial condition and results of operations.

Our satellites have a limited operating life. If we are unable to deploy replacement satellites, our services will be harmed.

The majority of our first-generation satellites was placed into orbit beginning in 1997. The last of our first-generation satellites was launched in late 1999. Our first-generation satellites have an average operating life of approximately nine to twelve years. We plan to use a portion of the proceeds of this offering to finance the construction of six quick-launch satellites to be launched by the end of 2007 to replace our existing Plane A satellites and to finance further development and an initial launch of our next-generation satellites beginning in 2008. In addition to replacing our first-generation satellites, these next-generation satellites would also expand the capacity of our communications system to meet forecasted demand as we grow our business. We anticipate using cash on hand, the proceeds of this offering and funds generated from operations to pay for the balance of costs relating to the next-generation satellites. Launches of at least 18 additional next-generation satellites are expected to begin during 2008 and to continue through 2010 to add a total of at least 25 quick-launch and next-generation satellites (including the Coast Guard demonstration satellite) to our constellation. If sufficient funds from cash on hand, this offering and/or operations are not available or we are unable to obtain financing for the next-generation satellites, we will not be able to fully deploy next-generation satellites to replace our first-generation satellites at the end of their useful operating lives or to expand our system capacity, which could limit or diminish the coverage area and service levels of our constellation, disrupt our services to end-users, limit our capacity levels and negatively impact our business, financial condition and results of operations.

We are dependent on a limited number of suppliers to provide the payload, bus and launch vehicle for our quick-launch and next-generation satellites and any delay or disruption in the supply of these components and related services will adversely affect our ability to replenish our satellite constellation and adversely impact our business, financial condition and results of operations.

We will need to enter into arrangements with outside suppliers to provide us with the three different components for our six quick-launch satellites and for our next-generation satellites: the payload, bus and launch vehicle. We recently entered into an agreement with Orbital Sciences Corporation to supply us with the payloads of our six quick-launch satellites with options for two additional payloads. Our reliance on these suppliers for their services involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components of sufficient quality,

21

Risk factors

will charge the agreed upon prices for the components or will perform their obligations on a timely basis. If any of our suppliers becomes financially unstable, we may have to find a new supplier. There are a limited number of suppliers for communication satellite components and related services and the lead-time required to qualify a new supplier may take several months. There is no assurance that a new supplier will be found on a timely basis, or at all, if any one of our suppliers ceases to supply their services for our satellites.

If we do not find a replacement supplier on a timely basis, we may experience significant delays in the launch schedule of our quick-launch and next-generation satellites and incur additional costs to establish an alternative supplier. Any delay in our launch schedule could adversely affect our ability to provide communications services, particularly as the health of our current satellite constellation declines and we could lose current or prospective customers as a result of service interruptions. The loss of any of our satellite suppliers or delay in our launch schedule could have a material adverse effect on our business, financial condition and results of operations.

Once launched and properly deployed, our satellites are subject to significant operating risks due to various types of potential anomalies.

Satellites utilize highly complex technology and operate in the harsh environment of space and, accordingly, are subject to significant operational risks while in orbit. These risks include malfunctions, or “anomalies”, that may occur in our satellites. Some of the principal causes of satellite anomalies include:

†  Mechanical failures due to manufacturing error or defect, including:

-  Mechanical failures that degrade the functionality of a satellite, such as the failure of solar array panel deployment mechanisms;

-  Antenna failures that degrade the communications capability of the satellite;

-  Circuit failures that reduce the power output of the solar array panels on the satellites;

-  Failure of the battery cells that power the payload and spacecraft operations during daily solar eclipse periods; and

-  Communications system failures that affect overall system capacity.

†  Equipment degradation during the satellite’s lifetime, including:

-  Degradation of the batteries’ ability to accept a full charge;

-  Degradation of solar array panels due to radiation; and

-  General degradation resulting from operating in the harsh space environment.

†  Deficiencies of control or communications software, including:

-  Failure of the charging algorithm that may damage the satellite’s batteries;

-  Problems with the communications and messaging servicing functions of the satellite; and

-  Limitations on the satellite’s digital signal processing capability that limit satellite communications capacity.

We have experienced anomalies in some of the categories described above. A total of 35 satellites were launched by ORBCOMM Global L.P. and of these, a total of 30 remain operational. Four of the five satellites that are not operational experienced failures early in their lifetime, and the last mission-ending satellite failure affecting our system occurred in October 2000, prior to our acquisition of the

22

Risk factors

satellite constellation. We may experience anomalies in the future, whether of the types described above or arising from the failure of other systems or components, and operational redundancy may not be available upon the occurrence of such an anomaly.

Technical or other difficulties with our gateway earth stations could harm our business.

Our system relies in part on the functionality of our gateway earth stations, some of which are owned and maintained by third parties. While we believe that the overall health of our gateway earth stations remains stable, we may experience technical difficulties or parts obsolescence with our gateway earth stations which may negatively impact service in the region covered by that gateway earth station. Certain problems with these gateway earth stations can reduce their availability and negatively impact the performance of our system in that region. For example, the owner of the Malaysian gateway earth station has been unable to raise sufficient capital to properly maintain this gateway earth station. We are also experiencing commercial disputes with the entities that own the gateway earth stations in Japan and Korea. In addition, due to regulatory and licensing constraints in certain countries in which we operate, we are unable to wholly-own or majority-own some of the gateway earth stations in our system located outside the United States. As a result of these ownership restrictions, we rely on third parties to own and operate some of these gateway earth stations. If our relationship with these third parties deteriorates or if these third parties are unable or unwilling to bear the cost of operating or maintaining the gateway earth stations, or if there are changes in the applicable domestic regulations that require us to give up any or all of our ownership interests in any of the gateway earth stations, our control over our system could be diminished and our business could be harmed.

Our system could fail to perform because of a technological malfunction or events outside of our control which would seriously harm our business and reputation.

Our system is exposed to the risks inherent in a large-scale, complex telecommunications system employing advanced technology. Any disruption to our services, information systems or communication networks or those of third parties into which our network connects could result in the inability of our customers to receive our services for an indeterminate period of time. In addition, certain components of our system are located in foreign countries, and as a result, are potentially subject to governmental, regulatory or other actions in such countries which could force us to limit the operations of, or completely shut down, components of our system, including gateway earth stations or subscriber communicators. Our services may not function properly if our system fails. Any disruption to our services could cause us to lose customers or revenue, or face litigation, customer service or repair work that would involve substantial costs and distract management from operating our business. The failure of any of the diverse and dispersed elements of our system, including our satellites, our network control center, our gateway earth stations, our gateway control centers or our subscriber communicators, to function and coordinate as required could render our system unable to perform at the quality and capacity levels required for success. Any system failures could reduce our sales, increase costs or result in liability claims and seriously harm our business.

RISKS RELATING TO THIS OFFERING

There has been no prior public market for our common stock and an active trading market may not develop.

Prior to this offering, there has been no public market for our common stock. An active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares of common stock at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value and increase the volatility of your shares of common stock. An

23

Risk factors

inactive market may also impair our ability to raise capital by selling shares of common stock and may impair our ability to acquire other companies or technologies by using our shares of common stock as consideration.

The price of our common stock may fluctuate substantially and your investment may decline in value.

The initial public offering price for the shares of our common stock sold in this offering will be determined by negotiation between the representatives of the underwriters and us. This price may not reflect the market price of our common stock following this offering. In addition, the market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

†	liquidity of the market in, and demand for, our common stock;
†	changes in expectations as to our future financial performance or changes in financial estimates, if any, of market analysts;
†	actual or anticipated fluctuations in our results of operations, including quarterly results;
†	our financial performance failing to meet the expectations of market analysts or investors;
†	our ability to raise additional funds to meet our capital needs;
†	the outcome of any litigation by or against us, including any judgments favorable or adverse to us;
†	conditions and trends in the end markets we serve and changes in the estimation of the size and growth rate of these markets;
†	announcements relating to our business or the business of our competitors;
†	investor perception of our prospects, our industry and the markets in which we operate;
†	changes in our pricing policies or the pricing policies of our competitors;
†	loss of one or more of our significant customers;
†	changes in governmental regulation;
†	changes in market valuation or earnings of our competitors; and
†	general economic conditions.

In addition, the stock market in general, and Nasdaq and the market for telecommunications companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources, which could materially harm our business, financial condition, future results and cash flow.

Future sales of our common stock may depress our share price.

After this offering, we will have                      shares of common stock outstanding. The                      shares sold in this offering (or                      shares if the underwriters’ over-allotment is exercised in full) will be freely tradable without restriction or further registration under federal securities laws unless purchased

24

Risk factors

by our affiliates. The                      shares of common stock outstanding after this offering held by our directors and executive officers and certain of our stockholders are subject to lock-up agreements, will be available for sale in the public market beginning 180 days after the date of this prospectus, subject to extension under certain circumstances, assuming they have satisfied the one-year holding period under Rule 144 of the Securities Act of 1933, as amended, and will be subject to certain volume limitations under Rule 144. The underwriters may waive the lock-up provisions in their sole discretion.

Additionally, certain stockholders currently holding our Series A and Series B preferred stock may require us to file a shelf registration statement to register the resale of all the shares of our common stock issued upon conversion of such preferred stock, from time to time and at any time beginning 180 days after this offering. We are also obligated to file a shelf registration statement one year after this offering. See “Certain relationships and related party transactions— Registration rights agreement”.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales may occur, could cause the market price of our common stock to decline.

You will experience immediate and substantial dilution in the pro forma net tangible book value of the shares you purchase in this offering and will experience further dilution from the exercise of stock options and warrants.

If you purchase shares of our common stock in this offering, you will pay more for your shares than the pro forma net tangible book value per share of our common stock (which gives effect to the conversion of our Series A and Series B preferred stock into common stock). As a result, based on an assumed initial public offering price of $           per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, the pro forma as adjusted net tangible book value dilution to investors purchasing common stock in this offering will be $           per share. This dilution is due in large part to earlier investors in our company having paid substantially less than the initial public offering price when they purchased their shares. The exercise of outstanding options and warrants for common stock may result in further dilution to you. See “Dilution” for a more complete description of how the value of your investment in our common stock will be diluted upon completion of this offering.

The price at which our common stock will be initially offered to the public will be the result of negotiations between us and the underwriters and may not be representative of the price that will prevail in the open market. See “Underwriting” for a discussion of the determination of the initial public offering price.

Provisions in our charter documents and Delaware law may delay or prevent acquisition of our company, which could adversely affect the price of our common stock.

Our amended and restated certificate of incorporation and our bylaws will contain provisions that could make it difficult for a third party to acquire us without the consent of our board of directors. These provisions do not permit actions by our stockholders by written consent and require the approval of the holders of at least           % of our outstanding common stock entitled to vote to amend certain provisions of our amended and restated certificate of incorporation and bylaws. In addition, these provisions include procedural requirements relating to stockholder meetings and stockholder proposals that could make stockholder actions more difficult. Our board of directors will be classified into three classes of directors serving staggered, three-year terms and may be removed only for cause. Any vacancy on the board of directors may be filled only by the vote of the majority of directors then in office. Our board of directors will have the right to issue preferred stock with rights senior to those of the common stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our

25

Risk factors

board of directors. Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more for our outstanding common stock. Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our board of directors, these provisions apply even if the offer may be considered beneficial by some stockholders and may delay or prevent an acquisition of our company.

Our management may invest or spend the proceeds of this offering in ways with which you may not agree or in ways that may not yield a positive return.

We currently anticipate using the proceeds to us of this offering for the following: funding capital expenditures (including the deployment of our quick-launch and next-generation satellites), providing additional working capital and other general corporate purposes. We cannot specify with certainty how we will use the net proceeds of this offering. Accordingly, our management will have considerable discretion in the application of these proceeds and you will not have the opportunity to assess whether these proceeds are being used appropriately. These proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce income or that lose value.

26

Special note regarding forward-looking statements

This prospectus contains forward-looking statements. These statements related to our growth strategy and our future financial performance, including our operations, economic performance, financial condition and prospects, and other future events. We generally identify forward-looking statements by using such words as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “seek”, “should” and similar expressions, and the negative of such words and expressions, although not all forward-looking statements contain such words or expressions. The forward-looking statements in this prospectus are primarily located in the material set forth under the headings “Prospectus summary”, “Risk factors”, “Capitalization”, “Management’s discussion and analysis of financial condition and results of operations” and “Business”, but are found in other locations as well.

These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. Our actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to:

†	the substantial losses we have incurred and expect to continue to incur;
†	demand for and market acceptance of our products and services and the applications developed by our resellers;
†	technological changes, pricing pressures and other competitive factors;
†	the inability of our international resellers to develop markets outside the United States;
†	satellite launch failures, satellite launch and construction delays and in-orbit satellite failures or reduced performance;
†	our inability to renew or expand our satellite constellation;
†	financial market conditions and the results of financing efforts;
†	political, legal, regulatory, governmental, administrative and economic conditions and developments in the United States and other countries and territories in which we operate; and
†	changes in our business strategy.

This prospectus also contains forward-looking statements attributed to third parties relating to their estimates of the growth of our markets. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements contained in this prospectus speak only as of the date of this prospectus. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should, however, review the risks and uncertainties we describe in the reports we will file from time to time with the SEC after the date of this prospectus. See “Where you can find more information”.

27

Use of proceeds

We estimate that the net proceeds to us from the sale of the                      shares of common stock we are offering will be approximately $                    , after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option in full, we estimate the net proceeds to us from this offering will be approximately $           million. Our estimates assume an initial public offering price of $          per share, the midpoint of the estimated price range set forth on the cover page of this prospectus. An increase or decrease in the initial public offering price of $1.00 per share would cause the net proceeds from the offering, after deducting underwriting discounts and commissions and offering expenses payable to us, to increase or decrease by $           million (or $           million assuming full exercise of the underwriters over-allotment option).

We intend to use the net proceeds to us from this offering as follows:

†	At least $                    to fund capital expenditures (including the deployment of our “quick-launch” and next-generation satellites); and
†	The remainder to provide additional working capital and for other general corporate purposes.

The amount and timing of how we actually spend the net proceeds to us from this offering may vary significantly and will depend on a number of factors, including our future revenues and cash generated by operations and other factors we describe in “Risk factors”. Accordingly, we will have broad discretion in the way we use the net proceeds from this offering. Pending their ultimate use, we intend to invest the net proceeds to us from this offering in short- to medium-term, interest-bearing, investment-grade securities. We will not receive any of the proceeds from sales of common stock by the selling stockholders in this offering.

Dividend policy

We have never declared or paid cash dividends on shares of our common stock. Pursuant to the terms of our Series A preferred stock, we paid all accumulated and unpaid dividends on our Series A preferred stock on January 6, 2006. Our Series A preferred stock is no longer entitled to any accumulated dividends. Pursuant to the terms of our Series B preferred stock, accumulated and unpaid dividends on the Series B preferred stock, in an amount of $2.2 million as of March 31, 2006 (which increases approximately $726,000 per month) become payable in cash upon the conversion of the Series B stock into common stock upon completion of this offering. We currently intend to retain all available funds and any future earnings after this offering for use in the operation of our business and do not currently anticipate declaring or paying any further cash dividends on shares of our capital stock in the foreseeable future.

Notwithstanding this policy, dividends will be paid only when, as and if approved by our board of directors out of funds legally available therefor. The actual amount and timing of dividend payments will depend upon our financial condition, results of operations, business prospects and such other matters as the board may deem relevant from time to time. Even if profits are available for the payment of dividends, the board of directors could determine that such profits should be retained for an extended period of time, used for working capital purposes, expansion or acquisition of businesses or any other appropriate purpose. Our board of directors may, from time to time, examine our dividend policy and may, in its absolute discretion, change such policy.

28

Capitalization

The following table summarizes our cash and cash equivalents and our capitalization as December 31, 2005:

†	on a historical basis;
†	on a pro forma basis to reflect (1) the automatic conversion of 14,053,611 shares of our Series A preferred stock and 17,629,999 shares of our Series B preferred stock on a one-for-one basis into an aggregate of 31,683,610 shares of common stock in connection with this offering pursuant to the terms of our Series A and Series B preferred stock and (2) the payment of $                                                                               of accumulated and unpaid dividends on our Series B preferred stock upon conversion of the Series B preferred stock in connection with this offering; and
†	on a pro forma as adjusted basis to reflect (1) the pro forma capitalization as adjusted to give effect to the sale by us of                      shares of common stock offered hereby at an assumed public offering price of $                     per share, after deducting estimated underwriting discounts and commissions and the estimated offering expenses payable by us and the application of the net proceeds from the offering and (2) the payment of up to $6.0 million, representing a contingent purchase price amount relating to our purchase of an interest in Satcom International Group Plc. based on the anticipated value of the initial public offering price. See “Certain relationships and related party transactions”.

The following table excludes:

†	an aggregate of 2,192,561 shares of common stock subject to outstanding options at a weighted average exercise price of $2.04 per share as of December 31, 2005;
†	an aggregate of 2,876,997 shares of common stock subject to outstanding warrants at a weighted average exercise price of $1.71 per share as of December 31, 2005;
†	an aggregate of 478,392 shares of common stock subject to outstanding warrants to purchase Series A preferred stock, which will become warrants to purchase common stock upon conversion of the Series A preferred stock in connection with this offering, with a weighted average exercise price of $2.84 per share as of December 31, 2005; and
†	307,439 and 4,851,905 shares of common stock available for future issuance at December 31, 2005 under our 2004 and 2006 stock option plans, respectively. See “Management— Stock option and other compensation plans” and Note 13 of notes to consolidated financial statements.

29

Capitalization

You should read the following table in conjunction with “Management’s discussion and analysis of financial condition and results of operations”, “Description of capital stock” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

		As of December 31, 2005
								Pro Forma
		Actual			Pro Forma			As Adjusted
		(in thousands, except par values)
Cash and cash equivalents(1)		$	68,663		$	68,663		$
Series A convertible redeemable preferred stock, $.001 par value; 15,000 shares authorized and 14,054 shares issued and outstanding, historical; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted			45,500			—			—
Series B convertible redeemable preferred stock, $.001 par value; 30,000 shares authorized and 17,630 shares issued and outstanding, historical; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted			66,721			—			—
Stockholders’ (deficit) equity:
Preferred stock, $.001 par value; no shares authorized, issued and outstanding, historical;            shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted			—			—			—
Common stock, $.001 par value; 105,000 shares authorized and 8,535 shares issued and outstanding, historical; 105,000 shares authorized and 40,219 shares issued and outstanding, pro forma and            shares issued and outstanding pro forma as adjusted			8			40
Additional paid-in capital			5,880			118,069
Accumulated other comprehensive income			90			90			90
Accumulated deficit			(48,632	)		(48,632	)		(48,632	)
	Total stockholders’ (deficit) equity		(42,654	)		69,567
Total capitalization		$	69,567		$	69,567		$

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $          per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would result in an increase (decrease) in pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $           million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. The pro forma as adjusted information is illustrative only, and following the completion of this offering, will be adjusted based on the actual initial public offer price and other terms of this offering determined at pricing.

30

Dilution

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering. As of December 31, 2005, our net tangible book value was approximately $           million, or approximately $          per share of our common stock, on a pro forma basis. Pro forma net tangible book value per share is equal to our total net tangible assets, or total net assets less intangible assets, divided by the number of shares of our outstanding common stock, after giving effect to the conversion of all of our outstanding Series A and Series B convertible redeemable preferred stock into 31,683,610 shares of common stock. After giving effect to the sale of            shares of our common stock in this offering at an assumed initial public offering price of $          per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions paid by us and the estimated offering expenses of this offering, our pro forma as adjusted net tangible book value as of December 31, 2005 attributable to common stockholders would have been approximately $           million, or approximately $          per share of our common stock. This represents an immediate increase in pro forma net tangible book value of $          per share to our existing stockholders, and an immediate dilution of $          per share to new stockholders purchasing shares in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share			$
	Pro forma net tangible book value per share before the offering	$
	Increase in pro forma net tangible book value per share attributable to new stockholders
	Pro forma as adjusted net tangible book value per share after the offering
Dilution per share to new stockholders(1)			$

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $          per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $           million, representing dilution in pro forma net tangible book value per share to investors in this offering by $          per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. The pro forma as adjusted net tangible book value per share after the offering is illustrative only, and following the completion of this offering, will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

If the underwriters exercise their over-allotment option in full, pro forma as adjusted net tangible book value per share after the offering will increase to approximately $          per share, representing an increase to existing stockholders of approximately $          per share, and there will be an immediate dilution of approximately $          per share to new investors.

31

Dilution

The table below summarizes on a pro forma as adjusted basis, as of December 31, 2005, after giving effect to this offering, the total number of shares of our common stock purchased from us and the total consideration and the average price per share paid by existing stockholders and by new investors.

						Total
		Total shares				consideration
									Average price
		Number		%		Amount	%		per share
Existing stockholders, pro forma			40,218,636
New investors
	Total				100%			100%

Each $1.00 increase (decrease) in the assumed initial public offering price of $                    per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and the price per share paid by new investors by $                     million, $                     million and $                    , respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. The pro forma as adjusted information is illustrative only, and following the completion of this offering, will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

If the underwriters exercise their over-allotment option in full, the following will occur.

†	the as adjusted percentage of shares of our common stock held by existing stockholders will decrease to approximately                     % of the total number of as adjusted shares of our common stock outstanding after this offering; and
†	the number of shares of our common stock held by new public investors will increase to                     , or approximately                     % of the total number of shares of our common stock outstanding after this offering.

The discussion and tables above exclude the following:

†	an aggregate of 2,192,561 shares of common stock subject to outstanding options at a weighted average exercise price of $2.04 per share as of December 31, 2005;
†	an aggregate of 2,876,997 shares of common stock subject to outstanding warrants at a weighted average exercise price of $1.71 per share as of December 31, 2005;
†	an aggregate of 478,392 shares of common stock subject to outstanding warrants to purchase Series A preferred stock, which will become warrants to purchase common stock upon conversion of the Series A preferred stock in connection with this offering, with a weighted average exercise price of $2.84 per share as of December 31, 2005; and
†	307,439 and 4,851,905 shares of common stock available for future issuance at December 31, 2005 under our 2004 and 2006 stock option plans, respectively. See “Management— Stock option and other compensation plans” and Note 13 of notes to consolidated financial statements.

32

Selected consolidated financial data

The following table presents selected historical consolidated financial information as of December 31, 2001, 2002, 2003, 2004 and 2005, for the period from April 23, 2001 (inception) to December 31, 2001 and for the years ended December 31, 2002, 2003, 2004 and 2005. The selected balance sheet data as of December 31, 2004 and 2005 and the selected statement of operations data for each of the three years in the period ended December 31, 2005 have been derived from our audited consolidated financial statements that are included elsewhere in this prospectus. All other selected financial data has been derived from consolidated financial statements not included in this prospectus. The following selected financial data should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

				Period ended
				December 31,	Years ended December 31,
Consolidated statement of operations data:				2001	2002	2003			2004			2005
				(in thousands, except per share data)
Service revenues						$	5,143		$	6,479		$	7,804
Product sales							1,938			4,387			7,723
	Total revenues						7,081			10,866			15,527
Costs and expenses:
		Costs of services					6,102			5,884			6,223
		Costs of product sales					1,833			4,921			6,459
		Selling, general and administrative					6,577			8,646			9,344
		Product development					546			778			1,341
			Total costs and expenses				15,058			20,229			23,367
Loss from operations							(7,977	)		(9,363	)		(7,840	)
Other income (expense), net							(5,340	)		(3,026	)		(1,258	)
Net loss						$	(13,317	)	$	(12,389	)	$	(9,098	)
Net loss applicable to common shares(1)									$	(14,535	)	$	(14,248	)
Net loss per common share:
		Basic and diluted							$	(1.71	)	$	(1.67	)
		Basic and diluted pro forma(2)										$	(0.66	)
Weighted average common shares outstanding:
		Basic and diluted								8,487			8,524
		Basic and diluted pro forma(2)											21,508

	As of December 31,
Consolidated balance sheet data:	2001	2002	2003			2004			2005
	(in thousands)
Cash and cash equivalents			$	78		$	3,316		$	68,663
Working capital (deficit)				(19,389	)		8,416			65,285
Satellite network and other equipment, net				3,263			5,243			7,787
Total assets				7,198			20,888			89,316
Notes payable				12,107			—			—
Note payable—related party				—			—			594
Convertible redeemable preferred stock				—			38,588			112,221
Stockholders’ deficit (membership interests’)				(15,547	)		(28,833	)		(42,654	)

	Period ended
	December 31,	Years ended December 31,
Consolidated statements of cash flows data:	2001	2002	2003			2004			2005
	(in thousands)
Net cash (used in) provided by operating activities			$	(4,968	)	$	(16,051	)	$	3,641
Net cash used in investing activities				(1,747	)		(2,489	)		(4,033	)
Net cash provided by financing activities				6,627			21,778			65,674

33

Selected consolidated financial data

	Period ended
	December 31,		Years ended December 31,
Other data:	2001		2002		2003			2004			2005
	(dollars in thousands)
EBITDA(3)	$		$		$	(6,666	)	$	(9,640	)	$	(6,874	)
Billable subscriber communicators (at end of period)		25,580		30,788		47,937			75,786			112,984

(1)	The net loss applicable to common shares for the year ended December 31, 2004 is based on our net loss for the period from February 17, 2004, the date on which the members of Orbcomm LLC contributed all of their outstanding membership interests in exchange for shares of our common stock, through December 31, 2004. Net loss attributable to the period from January 1, 2004 to February 16, 2004 (prior to the Company becoming a corporation and issuing its common shares), has been excluded from the net loss applicable to common shares. As a result, net loss per common share for 2004 is not comparable to net loss per common share for 2005.
(2)	Upon completion of this offering, all outstanding shares of Series A and Series B preferred stock will automatically convert into an equal number of shares of common stock and all accrued and unpaid dividends on Series B preferred stock will become due and payable. The effect of this conversion has been reflected in the pro forma net loss per common share and pro forma weighted average common shares outstanding.
(3)	EBITDA is defined as earnings before interest income (expense), provision for income taxes and depreciation and amortization. We believe EBITDA is useful to our management and investors in evaluating our operating performance and liquidity because it is one of the primary measures used by us to evaluate the economic productivity of our operations, including our ability to obtain and maintain our customers, our ability to operate our business effectively, the efficiency of our employees and the profitability associated with their performance; it also helps our management and investors to meaningfully evaluate and compare the results of our operations from period to period on a consistent basis by removing the impact of our financing transactions and the depreciation and amortization impact of capital investments from our operating results. In addition, our management uses EBITDA in presentations to our board of directors to enable it to have the same measurement of operating performance and liquidity used by management and for planning purposes, including the preparation of our annual operating budget.
	EBITDA is not a performance measure calculated in accordance with GAAP. While we consider EBITDA to be an important measure of operating performance and liquidity, it should be considered in addition to, and not as a substitute for, or superior to, net loss, net cash flows from operations or other measures of financial performance prepared in accordance with GAAP and may be different than EBITDA measures presented by other companies.

34

Selected consolidated financial data

The following table reconciles our net loss to EBITDA and reconciles EBITDA to our net cash (used in) provided by operating activities for the periods shown:

	Period ended	Years ended December 31,
	December 31,
	2001	2002	2003			2004			2005
	(in thousands)
Net loss	$	$	$	(13,317	)	$	(12,389	)	$	(9,098	)
Interest income				—			(49	)		(66	)
Interest expense(a)				5,340			1,318			308
Depreciation and amortization				1,311			1,480			1,982
EBITDA				(6,666	)		(9,640	)		(6,874	)
Changes in assets and liabilities				3,404			(9,868	)		9,279
Non-cash stock compensation expense				—			1,516			201
Change in allowance for doubtful accounts				(153	)		427			82
Write-off of note receivable				100			—			—
Inventory impairments				160			56			115
Amortization of deferred debt issuance costs and debt discount				3,527			722			31
Interest income				—			49			66
Interest expense				(5,340	)		(1,318	)		(308	)
Loss on extinguishment of debt				—			1,757			1,016
Warrants issued in exchange for services rendered				—			248			—
Accretion on notes payable—related party				—			—			33
Net cash (used in) provided by operating activities			$	(4,968	)	$	(16,051	)	$	3,641

(a)  Includes amortization of deferred debt issuance costs and debt discount of approximately $3,527, $722 and $31 in 2003, 2004 and 2005, respectively.

35

Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of our results of operations, financial condition and liquidity should be read in conjunction with our consolidated financial statements and the related notes which appear elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements. You should review the “Risk factors” section of this prospectus for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by these forward-looking statements. Please refer to “Special note regarding forward-looking statements” included elsewhere in this prospectus for more information.

OVERVIEW

We operate the only global commercial wireless messaging system optimized for narrowband communications. Our system consists of a global network of 30 low-Earth orbit, or LEO, satellites and accompanying ground infrastructure. Our two-way communications system enables our customers and end-users, which include large and established multinational businesses and government agencies, to track, monitor, control and communicate cost-effectively with fixed and mobile assets located anywhere in the world. Our products and services enable our customers and end-users to enhance productivity, reduce costs and improve security through a variety of commercial, government and emerging homeland security applications. We enable our customers and end-users to achieve these benefits using a single global technology standard for machine-to-machine and telematic, or M2M, data communications. Our customers have made significant investments in developing ORBCOMM-based applications. Examples of assets that are connected through our M2M data communications system include trucks, trailers, railcars, containers, heavy equipment, fluid tanks, utility meters, pipeline monitoring equipment, marine vessels and oil wells. Our customers include value-added resellers, or VARs, original equipment manufacturers, or OEMs, such as Caterpillar Inc., Komatsu Ltd., Hitachi Construction Machinery Co., Ltd. and the Volvo Group, service providers, such as the Equipment Services business of General Electric Company, and government agencies, such as the United States Coast Guard.

We believe that the most important factor for our success is the addition of subscriber communicators activated on our system. We are focused on increasing our market share of customers with the potential for a high number of connections with lower usage applications. We believe that the service revenue associated with each additional subscriber communicator activated on our communications system will more than offset the negligible incremental cost of adding such subscriber communicator to our system and, as a result, positively impact our results of operations. As of December 31, 2005, we had approximately 113,000 billable subscriber communicators activated on our system, an increase of 51% from approximately 75,000 billable subscriber communicators at the end of 2004. During the quarter ended March 31, 2006, our subscriber communicator net additions totaled approximately 24,000 units as compared to net additions of approximately 9,800 units during the fourth quarter of 2005, an increase of 145%. As a result of this increase, the number of billable subscriber communicators activated on our network at March 31, 2006 was approximately 138,000.

36

Management’s discussion and analysis of financial condition and results of operations

The following are some of the factors that we believe will drive an increase of subscriber communicators activated on our system and cause future revenue growth rates to exceed our historical revenue growth rates:

†	We believe that our target markets are significant and growing. Harbor Research, Inc. estimates that the number of vehicles, devices and units worldwide in the commercial transportation, heavy equipment, fixed asset monitoring, marine vessel, consumer transportation and homeland security markets which are connected to M2M data communications systems using satellite or cellular networks will grow from approximately 18.5 million in 2006 to approximately 129.5 million by 2012, representing a compound annual growth rate of 38.3%. During this time, they expect penetration of M2M data communications devices in these target markets to increase from approximately 1.2% in 2006 to approximately 6.6% by 2012.
†	The growing demand for wireless connectivity for M2M applications arises from the need for businesses and governments to track, control, monitor and communicate with their fixed and mobile assets that are located throughout the world. In recent years, these assets increasingly incorporate microprocessors, sensors and other devices that can provide a variety of information about the asset’s location, condition, operation or environment and respond to external commands. Our M2M data communications system enables these businesses and governments to communicate with these devices in a low cost and efficient manner.
†	Our recently introduced Stellar DS 300 and DS 100 subscriber communicators perform better, cost substantially less, and are significantly more reliable than the subscriber communicators Stellar offered prior to the second half of 2005. As a result of being able to supply low cost subscriber communicators, we are positioned to address the needs of large-volume market segments, such as mobile asset tracking, including truck and trailer tracking, and many fixed-asset monitoring applications, including pipeline monitoring, utility meter reading and tank level monitoring, where subscriber communicator costs are a critical competitive factor.
†	A number of our key customers are beginning to roll out applications which had been under development prior to 2005. These include GE Equipment Services, which spent a significant amount of time integrating the DS 300 subscriber communicator into its VeriWise trailer tracking solution. This application is now being rolled out to some of its major customers, including Wal-Mart. Other examples include American Innovations, Ltd., which has developed a pipeline monitoring solution using the DS 100 subscriber communicator and Hitachi Construction Machinery Co., Ltd., which has developed a heavy equipment tracking solution using subscriber communicators from Quake Global, Inc., another manufacturer of our subscriber communicators.
†	The expected launch of our quick-launch and next-generation satellites, together with the installation of additional gateway earth stations around the world, is expected to reduce the time lags in delivering messages, improving quality and coverage of our system.
†	We expect to open new markets and to expand our existing international activities. Our international growth strategy is to open new markets outside the United States by obtaining regulatory authorizations and developing markets for our M2M data communications services to be sold in those regions, in particular, where the market opportunity for our OEM customers and resellers is greatest. We are currently authorized, either directly or indirectly, to provide our communications services in over 75 countries and territories through our seven international licensees and 11 country representatives. We are currently working with 48 IVARs, who have the right to market and sell their applications anywhere our communications services are offered.
†	Our cash balance as of December 31, 2005 was $68.7 million and after giving effect to the payment of the Series A preferred stock dividends of approximately $8 million on January 6, 2006, we had

37

Management’s discussion and analysis of financial condition and results of operations

approximately $60 million in cash. Our existing cash balance together with the expected proceeds of this offering and cash flows from operations, helps to reassure our customers and end-users that we will have the resources to replenish a large portion of our satellite constellation so that they can justify investing in additional applications which use our communications system.

The following are some of the factors that we believe will impact our expenses in the future:

†	Increased network equipment costs, including our planned acquisition of additional gateway earth stations and gateway control centers, will cause our depreciation expense, a component of cost of service, to increase. Other than this increased depreciation, the marginal cost to operate our communications system is relatively low. Consequently, as our service revenues associated with additional subscriber communicators on our system increase, they will offset non-network related expenses and positively impact our results of operations.
†	From 2006 to 2011, we anticipate spending approximately $200 million on our capital plan, which contemplates the launch of at least 25 additional satellites at a cost of approximately $170 million, including a demonstration satellite for the U.S. Coast Guard to prove the capability of an ORBCOMM satellite to receive, process and forward Automatic Identification System, or AIS, data (the “Concept Validation Project”), and the remaining approximately $30 million for non-satellite capital expenditures. If market demands increase or lower latencies are required, we may exercise any options we may have to acquire additional satellites to supplement or expand our constellation, which will require additional capital expenditures. We intend to require our satellite manufacturers to include options for additional satellites that can be launched on an accelerated schedule if necessary.
†	Our largest recurring expenses are costs associated with our employees, and we expect these expenses to increase, as we plan to increase headcount from 80 employees at the end of 2005 to approximately 170 employees by 2010.

Consolidated revenues increased 43% from $10.9 million in 2004 to $15.5 million in 2005. We have reported net losses since inception and, as of December 31, 2005, we had an accumulated deficit of $48.6 million. For the years ended December 31, 2003, 2004 and 2005, we reported net losses of $13.3 million, $12.4 million and $9.1 million respectively. Our long-term viability is dependent upon our ability to achieve positive cash flows from operations or to raise additional financing.

Organization

ORBCOMM LLC was organized as a Delaware limited liability company on April 4, 2001 and on April 23, 2001, it acquired substantially all of the non-cash assets and assumed certain liabilities of ORBCOMM Global L.P. and its subsidiaries, which had filed for relief under Chapter 11 of the U.S. Bankruptcy Code. The assets acquired from ORBCOMM Global L.P. and its subsidiaries consisted principally of the in-orbit satellites and supporting U.S. ground infrastructure equipment that we own today. At the same time, ORBCOMM LLC also acquired the FCC licenses required to own and operate the communications system from a subsidiary of Orbital Sciences Corporation, which was not in bankruptcy, in a related transaction. Prior to April 23, 2001, ORBCOMM LLC did not have any operating activities. We were formed as a Delaware corporation in October 2003 and on February 17, 2004, the members of ORBCOMM LLC contributed all of their outstanding membership interests in ORBCOMM LLC to us in exchange for shares of our common stock, representing ownership interests in us equal in proportion to their prior ownership interest in ORBCOMM LLC. As a result of, and immediately following the contribution, ORBCOMM LLC became a wholly-owned subsidiary of ours. We continued the historical business, operations and management of ORBCOMM

38

Management’s discussion and analysis of financial condition and results of operations

LLC. We refer to this transaction as the “Reorganization”. Prior to February 17, 2004, ORBCOMM Inc. did not have any operating activities.

Financial reporting and internal control

Material weaknesses and significant deficiencies in our internal control over financial reporting have been identified in connection with our 2003, 2004 and 2005 audits. To remedy these weaknesses, we have hired key senior accounting and finance employees to help enhance internal controls and other systems to comply with the requirements of the Sarbanes-Oxley Act. In addition to addressing the staffing of our accounting and finance function, we are also focused on enhancing our ability to provide adequate, accurate and timely financial information to meet our reporting obligations and comply with the requirements of the SEC, Nasdaq and the Sarbanes-Oxley Act. We have engaged a national consulting firm to assist us with complying with the Sarbanes-Oxley Act. We are also in the process of implementing an integrated accounting and financial system infrastructure, which we believe will allow management to report on, and our independent registered public accounting firm to attest to, our internal controls, as required by the management certification and auditor attestation requirements mandated by the Sarbanes-Oxley Act. We will be performing system and process evaluation and testing and undertaking any necessary remediation of our internal control system on an ongoing basis. We believe that these steps, when fully implemented, will remediate the material weaknesses and significant deficiencies in our internal control over financial reporting.

Revenues

We derive product revenues primarily from sales of subscriber communicators to our resellers (i.e., our VARs, IVARs, international licensees and country representatives) and direct customers, as well as other products, such as subscriber communicator peripherals (antennas, cables and connector kits), and in 2005 we sold a gateway earth station. We derive service revenues from our resellers and direct customers from utilization of subscriber communicators on our communications system. These service revenues generally consist of a one-time activation fee for each subscriber communicator activated for use on our communications system and monthly usage fees. Usage fees that we charge our customers are based upon the number, size and frequency of data transmitted by the customer and the overall number of subscriber communicators activated by each customer. Usage fees charged to our resellers and direct customers are charged primarily at wholesale rates based on the overall number of subscriber communicators activated by them and the total amount of data transmitted by their customers. For one international licensee customer, we charge usage fees as a percentage of the international licensee’s revenues. Service revenues also include royalties paid by subscriber communicator manufacturers and fees from professional and administrative services.

During 2004, we entered into an agreement with the United States Coast Guard, to design, develop, launch and operate a single satellite in connection with the Concept Validation Project. Under the terms of the agreement, title to the demonstration satellite remains with us, however the Coast Guard will be granted a non-exclusive, royalty free license to use the designs, processes and procedures developed under the contract in connection with any of our future satellites that are AIS-enabled. We are permitted, and intend, to use the demonstration satellite to provide services to other customers. The agreement also provides for post-launch maintenance and AIS data transmission services to be provided by us to the Coast Guard for an initial term of 14 months. At its option, the Coast Guard may elect to receive maintenance and AIS data transmission services for up to an additional 18 months subsequent to the initial term. The deliverables under the agreement do not qualify as separate units of accounting and as a result, revenues from the agreement will be recognized ratably commencing upon the launch of the demonstration satellite (expected in the third quarter of 2006) through the term of the agreement.

39

Management’s discussion and analysis of financial condition and results of operations

We do not expect our historical revenue mix to be indicative of our future revenue. As the number of subscriber communicators activated for use on our communications system increases, we expect service revenues to become our most significant revenue component, followed by revenues from sales of subscriber communicators and other equipment, and fees from professional services. An increase of subscriber communicator sales over our historical growth rate occurred in the latter part of 2005 following the introduction of our new DS 300 and DS 100 subscriber communicators. We expect the growth rate of subscriber communicator sales to continue substantially above our historical growth rate due to the DS 300 and DS 100 subscriber communicators’ improved performance and substantially lower prices and a number of key customers beginning to roll out applications in larger volumes. We expect however, to maintain our current gross margin (defined as selling price less manufacturing costs) per subscriber communicator on future sales by offsetting the price decreases with reductions in the manufacturing cost of our communicators. We also expect service revenue will grow as more subscriber communicators are added to the network. Service revenue depends on the usage patterns of individual customers and end-users. We are expecting the average revenue per subscriber communicator to decrease moderately as we add additional low-usage subscriber communicators in the trailer industry, as well as expand internationally into new markets with lower pricing.

Operating expenses

We own and operate a 30-satellite constellation, five of the thirteen gateway earth stations and two of the five gateway control centers. Satellite-based communications systems are typically characterized by high initial capital expenditures and relatively low marginal costs for providing service. Because we acquired substantially all of our existing satellite and network assets from ORBCOMM Global L.P. for a fraction of their original cost in a bankruptcy court-approved sale, we benefit from lower amortization of capital costs than if the assets were acquired at ORBCOMM Global L.P.’s original cost. We plan to use the majority of the proceeds of this offering to finance the construction and deployment of additional satellites. This increased equipment cost, reflected at full value, along with our planned acquisition of additional gateway earth stations and gateway control centers will cause our depreciation expense, a component of cost of services, to increase relative to the depreciation of our current communications system, which is approaching the end of its useful life for depreciation purposes. Other than this increased depreciation, the marginal cost to operate our communications system is relatively low.

We currently depreciate our satellite system over approximately five years, the estimated remaining life of our current communications system at the time of its acquisition in 2001. Our current satellites will become fully depreciated during the fourth quarter of 2006. However, since 2002, we have implemented several operational changes and software demonstration updates which we believe may extend the operational lives of our current satellite fleet by an average of 1.5 to 2.5 years beyond this time. We currently anticipate that when additional satellites are placed into service, they will be depreciated over up to ten years (other than the Coast Guard demonstration satellite which will be depreciated over six years), representing the estimated operational lives of the satellites.

We incur engineering expenses associated with the operation of our communications system and the development and support of new applications, as well as sales, marketing and administrative expenses related to the operation of our business. Our largest recurring expenses are costs associated with our employees. Over the next several years, we expect to increase headcount from 80 employees at the end of 2005 to approximately 170 employees by 2010.

40

Management’s discussion and analysis of financial condition and results of operations

Capital expenditures

The majority of our current fleet of satellites was put in service in the late 1990s and has an estimated operating life of approximately nine to twelve years. We plan to launch additional satellites to replace our current fleet in order to continue to provide our communications services in the future. For 2003, 2004 and 2005, we spent $0.1 million, $2.5 million and $4.1 million, respectively, on capital expenditures, of which $0, $1.7 million and $3.5 million, respectively, were for satellite-related projects, primarily the Coast Guard Concept Validation Project. For 2006 to 2011, we anticipate spending approximately $200 million on our capital plan, which contemplates the launch of at least 25 additional satellites at a cost of approximately $170 million, including the U.S. Coast Guard demonstration satellite, and the remaining approximately $30 million for non-satellite capital expenditures which are primarily for additional gateway earth station deployments and additional network support equipment.

If market demands increase or lower latencies are required, we may exercise any options we may have to acquire additional satellites to supplement or expand our constellation, which will require additional capital expenditures.

Since 2002, we have implemented several operational changes and software updates which we believe may extend the operational lives of our current satellite fleet by an average of 1.5 to 2.5 years. The expected replacement launch dates for our current satellite fleet is set forth in detail in the table under “The ORBCOMM communications system—Overview” and begin in the third quarter of 2006 and extend until the third quarter of 2010. As a result, we have flexibility with respect to the future deployment of replacement satellites, providing us with more control over the timing of our capital investments in our next-generation of satellites, including the ability to accelerate or delay the timing of capital expenditures contemplated by our capital plan, as described above.

EBITDA

EBITDA is defined as earnings before interest income (expense), provision for income taxes and depreciation and amortization. EBITDA is not a performance measure calculated in accordance with accounting principles generally accepted in the United States, or “GAAP”. EBITDA reflected losses of $6.7 million, $9.6 million and $6.9 million for the years ended December 31, 2003, 2004 and 2005, respectively. EBITDA in 2005 improved by $2.8 million over 2004. This improvement occurred despite significant spending that did not exist in 2004 for litigation ($1.0 million), product development to develop the improved DS 300 and DS 100 subscriber communicators ($0.5 million), and additional costs to expand accounting and other administrative functions ($0.3 million) as we prepare for operating as a public company. We expect professional services and administrative staff costs to increase in the future, but to constitute a substantially lower percentage of our revenues. Product development costs are not expected to increase significantly above our 2005 level, as we expect customers and communicator manufacturers to bear most of the additional development expenditures as their businesses grow in volume.

While we consider EBITDA to be an important measure of operating performance and liquidity, it should be considered in addition to, and not as a substitute for, or superior to, net loss or other measures of financial performance prepared in accordance with GAAP and may be different than EBITDA measures presented by other companies.

We believe EBITDA is useful to our management and investors in evaluating our operating performance and liquidity because:

†  it is one of the primary measures used by us to evaluate the economic productivity of our operations, including our ability to obtain and maintain our customers, our ability to operate our

41

Management’s discussion and analysis of financial condition and results of operations

	business effectively, the efficiency of our employees and the profitability associated with their performance; and
†	it helps our management and investors to meaningfully evaluate and compare the results of our operations from period to period on a consistent basis by removing the impact of our financing transactions and the depreciation and amortization impact of capital investments from our operating results.

In addition, our management uses EBITDA in presentations to our board of directors to enable it to have the same measurement of operating performance and liquidity used by management and for planning purposes, including the preparation of our annual operating budget.

There are material limitations to using a measure such as EBITDA, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest income (expense), that directly affect our net loss. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net loss.

The following table reconciles our net loss to EBITDA and reconciles EBITDA to our net cash (used in) provided by operating activities for the years ended December 31, 2003, 2004 and 2005:

	Years ended December 31,
	2003			2004			2005
	(in thousands)
Net loss	$	(13,317	)	$	(12,389	)	$	(9,098	)
Interest income		—			(49	)		(66	)
Interest expense(a)		5,340			1,318			308
Depreciation and amortization		1,311			1,480			1,982
EBITDA		(6,666	)		(9,640	)		(6,874	)
Changes in assets and liabilities		3,404			(9,868	)		9,279
Non-cash stock compensation expense		—			1,516			201
Change in allowance for doubtful accounts		(153	)		427			82
Write-off of note receivable		100			—			—
Inventory impairments		160			56			115
Amortization of deferred debt issuance costs and debt discount		3,527			722			31
Interest income		—			49			66
Interest expense		(5,340	)		(1,318	)		(308	)
Loss on extinguishment of debt		—			1,757			1,016
Warrants issued in exchange for services rendered		—			248			—
Accretion on notes payable—related party		—			—			33
Net cash (used in) provided by operating activities	$	(4,968	)	$	(16,051	)	$	3,641

(a)  Includes amortization of deferred debt issuance costs and debt discount of approximately $3,527, $722 and $31 in 2003, 2004 and 2005, respectively.

42

Management’s discussion and analysis of financial condition and results of operations

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our results of operations, liquidity and capital resources are based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, costs of revenues, accounts receivable, satellite network and other equipment, capitalized development costs, debt issuance costs and debt discount, convertible redeemable preferred stock, valuation of deferred tax assets and the value of securities underlying stock-based compensation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. We believe the following critical accounting policies affect our more significant estimates and judgments in the preparation of our consolidated financial statements.

Revenue recognition

We recognize revenues when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is reasonably assured. Our revenue recognition policy requires us to make significant judgments regarding the probability of collection of the resulting accounts receivable balance based on prior history and the creditworthiness of our customers. In instances where collection is not reasonably assured, revenue is recognized when we receive cash from the customer.

Revenues generated from the sale of subscriber communicators and other products are either recognized when the products are shipped or when customers accept the products, depending on the specific contractual terms. Sales of subscriber communicators and other products are not subject to return and title and risk of loss pass to the customer at the time of shipment. Sales of subscriber communicators are primarily to VARs and IVARs and are not bundled with service arrangements. Revenues from sales of gateway earth stations and related products are recognized only upon customer acceptance following installation. Revenues from the activation of subscriber communicators are initially recorded as deferred revenues and are, thereafter, recognized ratably over the term of the agreement with the customer, generally three years. Revenues generated from monthly usage and administrative fees and engineering services are recognized when the services are rendered. Upfront payments for manufacturing license fees are initially recorded as deferred revenues and are recognized ratably over the term of the agreements, generally ten years. Revenues generated from royalties relating to the manufacture of subscriber communicators by third parties are recognized when the third party notifies us of the units it has manufactured and a unique serial number is assigned to each unit by us.

Amounts received prior to the performance of services under customer contracts are recognized as deferred revenues and revenue recognition is deferred until such time that all revenue recognition criteria have been met.

For arrangements with multiple obligations (e.g., deliverable and undeliverable products, and other post-contract support), we allocate revenues to each component of the contract based upon objective evidence of each component’s fair value. We recognize revenues allocated to undelivered products when the criteria for product revenues set forth above are met. If objective and reliable evidence of the

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Management’s discussion and analysis of financial condition and results of operations

fair value of the undelivered obligations is not available, the arrangement consideration allocable to a delivered item is combined with the amount allocable to the undelivered item(s) within the arrangement. Revenues are recognized as the remaining obligations are fulfilled.

Out-of-pocket expenses incurred during the performance of professional service contracts are included in costs of services and any amounts re-billed to clients are included in revenues during the period in which they are incurred. Shipping costs billed to customers are included in product sales revenues and the related costs are included as costs of product sales.

Under our agreement with the Coast Guard with respect to the Concept Validation Project and related services described under “—Overview— Revenues”, the deliverables do not qualify as separate units of accounting and as a result, revenues from the agreement will be recognized ratably commencing upon the launch of the demonstration satellite (expected in the third quarter of 2006) through the term of the agreement.

We, on occasion, issue options to purchase our equity securities or the equity securities of our subsidiaries, or issue shares of our common stock as an incentive in soliciting sales commitments from our customers. The grant date fair value of such equity instruments is recorded as a reduction of revenues on a pro-rata basis as products or services are delivered under the sales arrangement.

Costs of revenues

Costs of product sales includes the purchase price of products sold, shipping charges, costs of warranty obligations, payroll and payroll related costs for employees who are directly associated with fulfilling product sales and depreciation and amortization of assets used to deliver products. Costs of services is comprised of payroll and related costs, including stock-based compensation, materials and supplies, depreciation and amortization of assets used to provide services. Our most significant estimates and judgments regarding the costs of revenues are provisions for estimated expenses related to product warranties, which we make at the time products are sold. These estimates and judgments are made using historical information on the nature and frequency of such expenses.

Accounts receivable

Accounts receivable are due in accordance with payment terms included in our negotiated contracts. Amounts due are stated net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contract payment terms are considered past due. We make ongoing assumptions and judgments relating to the collectibility of our accounts receivable to determine our required allowances based on a number of factors such as the age of the receivable, credit history of the customer, historical experience and current economic conditions that may affect a customer’s ability to pay. Past experience may not be indicative of future collections; as a result, allowances for doubtful accounts may deviate from our estimate as a percentage of accounts receivable and sales.

Satellite network and other equipment

Satellite network and other equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized once an asset is placed in service using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. As our industry is subject to technological change, we may be required to revise the estimated useful lives our satellites and other equipment or adjust the carrying amounts. We use judgment to determine the useful life of our satellite network based on the estimated operational life of the satellites and periodic reviews of engineering data relating to the operation and performance of our satellite network.

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Management’s discussion and analysis of financial condition and results of operations

Capitalized development costs

Judgments and estimates occur in the calculation of capitalized development costs. We evaluate and estimate when a preliminary project stage is completed and at the point when the project is substantially complete and ready for use. We base our estimates and evaluations on engineering data. We capitalize the costs of acquiring, developing and testing software to meet our internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to five years. Prior to 2005, we did not capitalize any payroll and payroll-related costs for internal-use software due to a lack of appropriate accounting systems and processes to track such costs.

Debt issuance costs and debt discount

Loan fees and other costs incurred in connection with the issuance of notes payable, are deferred and amortized over the term of the related loan using the effective interest method. This amortization is included in interest expense.

We account for the intrinsic value of beneficial conversion rights arising from the issuance of convertible debt instruments with conversion rights that are “in-the-money” at the commitment date pursuant to Emerging Issues Task Force (“EITF”) Issue No. 98-5 and EITF Issue No. 00-27. The value is based on the relative fair value of the detachable convertible instrument and the associated debt, is allocated to additional paid-in-capital (or members’ deficiency prior to the Reorganization) and recorded as a reduction in the carrying value of the related debt. The intrinsic value of beneficial conversion rights is amortized to interest expense from the issuance date through the earliest date the underlying debt instrument can be converted using the effective interest method.

Warrants issued in connection with debt financing agreements are valued using the relative fair value method and allocated to additional paid-in capital (or members’ deficiency prior to the Reorganization) and recorded as a reduction in the carrying value of the related debt. This discount is amortized to interest expense using the effective interest method from the issuance date through the term of the related loan.

If debt is repaid, or converted to preferred or common stock, prior to the full amortization of the related issuance costs, beneficial conversion rights or debt discount, the remaining balance of such items is recorded as a loss on extinguishment of debt. At December 31, 2005, our outstanding debt does not have any deferred issuance costs and all such items have been fully expensed.

We estimate the fair value of warrants relating to debt issuances using judgments and estimates involving; (1) volatility, based on a peer group analysis, (2) the estimated value of our common stock on the date the warrants are issued, (3) the contractual term of the warrants, (4) the risk free interest rate, based on the contractual term of the warrants, and (5) an expected dividend yield.

Convertible redeemable preferred stock

At the time of issuance, preferred stock is recorded at its gross proceeds less issuance costs. The carrying value is increased to the redemption value using the effective interest method over the period

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Management’s discussion and analysis of financial condition and results of operations

from the date of issuance to the earliest date of redemption. The carrying value of preferred stock is also increased by cumulative unpaid dividends.

In connection with this offering, all outstanding shares of Series A and Series B preferred stock will be converted into common stock on a one-for-one basis at their net carrying value at the time of conversion, except for accumulated dividends. Our Series A preferred stock is no longer entitled to accumulated dividends and accumulated dividends for the Series B preferred stock through the date of the conclusion of this offering will be paid in cash upon the completion of this offering.

Income taxes

Prior to February 17, 2004, our consolidated financial statements did not include a provision for federal and state income taxes because ORBCOMM LLC was treated as a partnership for federal and state income tax purposes. As such, we were not subject to any income taxes, as any income or loss through that date was included in the tax returns of our individual members.

On February 17, 2004, as a result of the Reorganization, we became a “C” corporation for income tax purposes and adopted the provisions of the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”. Under these guidelines, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Judgment is applied in determining whether the recoverability of our deferred tax assets will be realized in full or in part. A valuation allowance is established for the amount of deferred tax assets that are determined not to be realizable. Realization of our deferred tax assets may depend upon our ability to generate future taxable income. Based upon this analysis, we established a 100% valuation allowance for our net deferred tax assets.

Stock-based compensation

Stock-based compensation arrangements with our employees have been accounted for in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations, using the intrinsic value method of accounting which requires charges to compensation expense for the excess, if any, of the fair value of the underlying stock at the date an employee stock option is granted (or at an appropriate subsequent measurement date) over the amount the employee must pay to acquire the stock. We did not engage independent appraisers to determine fair value; instead we used as fair value the conversion price of our preferred stock into shares of common stock, which was equal to the sales price of our preferred stock to unaffiliated parties occurring closest to the dates of the various option grants. For the years ended December 31, 2004 and 2005, we recorded the intrinsic value per share as compensation expense over the applicable vesting period, using the straight-line method. Stock-based awards to nonemployees are accounted for under the provisions of SFAS No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”), and EITF No. 96-18, “Accounting for Equity Instruments Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Had we applied fair value recognition to our prior stock-based employee compensation awards, with the value of each option grant estimated on the date of the grant using an option pricing model, the impact would have been increases to our net loss applicable to common shares of $0.9 million and $0.3 million for the years ended December 31, 2004 and 2005, respectively.

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Management’s discussion and analysis of financial condition and results of operations

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), “Share-Based Payments” (“SFAS 123R”). The new pronouncement replaces the existing requirements under SFAS 123 and APB Opinion No. 25. According to SFAS 123R, all forms of share-based payments to employees, including employee stock options and employee stock purchase plans, would be treated the same as any other form of compensation by recognizing the related cost in the statement of operations. This pronouncement eliminates the ability to account for stock-based compensation transactions using APB Opinion No. 25 and generally would require that such transactions be accounted for using a fair-value method. SFAS 123R is effective for awards and stock options granted, modified or settled in cash for interim or annual periods beginning after December 15, 2005.

We plan to adopt the modified prospective transition method of SFAS 123R, which requires us to recognize compensation cost for awards that are not fully vested as of the effective date of SFAS 123R based on the same estimate that we used to previously value our grants under SFAS 123. As of December 31, 2005, the amount of unrecognized compensation expense to be recognized in future periods for stock compensation awards granted on or prior to December 31, 2005, in accordance with SFAS 123R, is less than $0.6 million. We believe that the implementation of SFAS 123R, coupled with our expected expanded use of stock-based compensation, will result in significant increases in our stock-based compensation expense in future years.

We estimated the fair value of stock options using judgments and estimates involving; (1) volatility, based on a peer group analysis, (2) the estimated value of our common stock on the grant date, (3) the expected life of the option, (4) the risk free interest rate, based on the expected life of the option, and (5) an expected dividend yield.

RESULTS OF OPERATIONS

Year ended December 31, 2005 compared with year ended December 31, 2004

Revenues

The table below presents our revenues for the years ended December 31, 2005 and 2004, together with the percentage of total revenue represented by each revenue category:

	Years ended December 31,
	2005					2004
			% of					% of
			total					total
	(dollars in thousands)
Service revenues	$	7,804		50.3	%	$	6,479		59.6	%
Product sales		7,723		49.7			4,387		40.4
	$	15,527		100.0	%	$	10,866		100.0	%

Total revenues for 2005 increased $4.7 million, or 42.9%, to $15.5 million from $10.9 million in 2004. This increase was primarily due to increased product sales of $3.3 million and increased service revenues of $1.3 million. Revenues from related parties totaled $0.6 million in both 2005 and 2004.

Service revenues. Service revenues increased $1.3 million in 2005, or 20.5%, to $7.8 million, or approximately 50.3% of total revenues, from $6.5 million, or approximately 59.6% of total revenues in 2004. This increase was primarily due to an increase in the number of billable subscriber communicators activated on our communications system. At December 31, 2005, there were approximately 113,000 billable subscriber communicators activated as compared to approximately 75,000 billable subscriber communicators at December 31, 2004, an increase of 50.7%. The increase in the number of billable subscriber communicators during 2005 was primarily by customers with trailer tracking, heavy equipment monitoring and “in-cab” truck monitoring applications.

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Management’s discussion and analysis of financial condition and results of operations

Product sales. Revenue from product sales increased $3.3 million during 2005, or 76.0%, to $7.7 million, or approximately 49.7% of total revenues, from $4.4 million, or approximately 40.4% of total revenues, in 2004. Of this increase, $2.1 million was due to revenue recognized in 2005 from the sale of a gateway earth station which occurred in 2003, upon installation and customer acceptance. This was our first sale of a gateway earth station. Our financial projections do not include additional gateway earth station sales as we plan to own future gateway earth station deployments. This strategy may be reconsidered on a case-by-case basis should a suitable international partner and sale opportunity be identified, or if regulatory requirements call for ownership by a third party. Sales of subscriber communicators and other equipment increased $1.2 million, or 27.6%, during 2005. Subscriber communicator units sold during 2005 increased 41.6% to approximately 27,000 units. This growth was partially offset by a 10% decrease in the average selling price of subscriber communicators which resulted from our release, in the second half of 2005, of two lower-priced, higher performance subscriber communicators (DS 300 and DS 100 models). In 2006, we expect the average price of our subscriber communicators to decrease an additional 20% due to the full year impact of sales of the DS 300 and DS 100 models. It is our strategy to continue to decrease subscriber communicator prices each year to drive higher volumes, while maintaining gross margins through subscriber communicator cost reductions.

Costs of services

Costs of services includes the expenses associated with our engineering groups and the depreciation associated with our communications system. Cost of services increased by $0.3 million, or 5.8%, to $6.2 million during 2005 from $5.9 million during 2004. The growth was due to higher equipment maintenance and depreciation costs as we made improvements to the existing system infrastructure and acquired an additional operational gateway earth station in Curaçao. Included in our costs of services is the compensation expense that is being recognized over the vesting periods for stock options that were granted to employees in 2004 having an exercise price per share less than the fair value of our common stock at the date of grant. These amounts were not significant in 2005 and 2004.

Costs of product sales

Costs of product sales include the cost of subscriber communicators, peripheral equipment and the cost of gateway earth stations sold, as well as the operational costs to fulfill customer orders. Costs of product sales increased in 2005 by $1.5 million, or 31.3%, to $6.5 million from $4.9 million in 2004. Equipment cost represented 84% of the cost of product sales in 2005 and increased by $1.2 million to $5.4 million during 2005 from $4.2 million during 2004, primarily as a result of the increase in subscriber communicator sales volume. Costs also include $0.2 million of installation costs associated with the sale of a gateway earth station recognized in 2005, which did not have any carrying value. Excluding the gateway earth station sale recognized in 2005, which had a gross margin of $1.9 million, we had a gross loss from product sales of $0.6 million and $0.5 million in 2005 and 2004, respectively. Subscriber communicators (other than obsolete units) are sold for prices above their direct acquisition costs but the volume of subscriber communicators sold needs to increase to completely offset the distribution, fulfillment and customer service costs associated with completing customer orders.

Selling, general and administrative expenses

Selling, general and administrative expenses relate primarily to compensation and associated expenses for employees in general management, sales and marketing and finance, as well as outside professional services. These expenses increased $0.7 million, or 8.1%, to $9.3 million in 2005 from $8.6 million in 2004. This increase is primarily due to a $1.7 million increase in professional service fees, mostly related to litigation and an increase in payroll costs of $0.6 million primarily due to staff expansion during 2005, offset by a decrease of $1.3 million in stock-based compensation. Included in selling,

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Management’s discussion and analysis of financial condition and results of operations

general and administrative expenses is the compensation expense that is being recognized over the vesting periods for stock options that were issued to employees in 2004 having an exercise price per share less than the fair value of our common stock at the date of grant. The stock-based compensation was less than $0.2 million in 2005 and was $1.5 million in 2004.

Product development expenses

Product development expenses consist primarily of the expenses associated with the staff of our engineering development team, along with the cost of third parties that are contracted for specific development projects. These expenses increased by $0.6 million, to $1.3 million in 2005 from $0.8 million in 2004 largely due to $0.5 million paid to Delphi in 2005 for the joint development of new subscriber communicators (DS 300 and DS 100 models) that we began selling in the third quarter of 2005. Included in our product development expenses is the compensation expense that is being recognized over the vesting periods for stock options that were granted to employees in 2004 having an exercise price per share less than the fair value of our common stock at the date of grant. These amounts were not significant in 2005 and 2004.

Other income (expense)

Other income (expense) primarily includes interest expense relating to our notes payable, the amortization of the fair value of beneficial conversion features and warrants and issuance costs relating to our notes payable and loss on the extinguishment of the notes payable. Interest income earned from our cash and cash equivalents, which is immaterial, is also included. We had interest expense of $0.3 million for 2005 compared to $1.3 million for 2004. This decrease is due to having a lower average of notes payable outstanding during 2005 than during 2004. In addition, we had loss on extinguishment of notes payable of $1.0 million in 2005 and $1.8 million in 2004. The loss on extinguishment in 2005 was related to the conversion of the bridge notes issued in November and December 2005 having unamortized costs associated with debt issuance costs that were expensed upon conversion of the notes payable into Series B preferred stock prior to their maturity. The loss on extinguishment in 2004 was related to the conversion of notes payable into Series A preferred stock, having unamortized costs associated with warrants and beneficial conversion features in the amount of $1.8 million that were expensed upon conversion of the notes payable prior to their maturities. See Note 9— “Notes Payable” in the notes to consolidated financial statements.

Net loss and net loss applicable to common shares

As a result of the items described above, we had a net loss of $9.1 million in 2005, compared to a net loss of $12.4 million in 2004, a decrease of $3.3 million. Our net loss attributable to common shares (net loss adjusted for dividends required on shares of preferred stock and accretion in preferred stock carrying value) totaled $14.2 million in 2005 and $14.5 million in 2004. The net loss attributable to the period from January 1, 2004 to February 16, 2004, prior to our becoming a corporation and issuing shares of common stock, has been excluded from our net loss applicable to common shares for 2004 as we were a limited liability company. See Note 1— “Organization and Business” and Note 3—“Computation of net loss per common share” in the notes to consolidated financial statements.

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Management’s discussion and analysis of financial condition and results of operations

Year ended December 31, 2004 compared with year ended December 31, 2003

Revenues

	Years ended December 31,
	2004					2003
			% of					% of
			total					total
	(dollars in thousands)
Service revenues	$	6,479		59.6	%	$	5,143		72.6	%
Product sales		4,387		40.4			1,938		27.4
	$	10,866		100.0	%	$	7,081		100.0	%

Total revenues for 2004 increased $3.8 million, or 53.5%, to $10.9 million from $7.1 million in 2003. This increase in revenues was primarily due to increased product sales of $2.4 million and increased service revenues of $1.3 million. Revenues from related parties totaled $0.6 million in 2004 as compared to $0.8 million in 2003.

Service revenues. Service revenues increased 26.0% to $6.5 million, or approximately 59.6% of total revenues, in 2004 from $5.1 million, or approximately 72.6% of total revenues, in 2003. This increase in service revenues of $1.3 million was primarily due to an increase in the number of subscriber communicators activated on our communications system. At December 31, 2004, there were approximately 75,000 billable subscriber communicators activated and in service as compared to approximately 48,000 billable subscriber communicators at December 31, 2003, an increase of 56.3%. The increase in billable subscriber communicators in 2004 was driven by customers with trailer tracking, heavy equipment monitoring and “in-cab” truck monitoring applications.

Product sales. Revenue from product sales increased in 2004 by $2.4 million, or 126.4%, to $4.4 million, which is approximately 40.4% of total revenues, from $1.9 million, or approximately 27.4% of total revenues, in 2003. The increase in product sales was primarily due to increased sales of subscriber communicators as volume increased 120.7% from approximately 8,700 units sold in 2003 to approximately 19,200 units sold in 2004. This increase is partially due to 2003 results including only eight months of subscriber communicators sold by Stellar, which was acquired in May 2003, as compared to a full year in 2004.

Costs of services

Costs of services decreased by $0.2 million, or 3.6%, to $5.9 million during 2004 from $6.1 million during 2003. The decline was primarily due to fluctuations in staffing levels and payroll costs. Included in our costs of services is the compensation costs that is being recognized over the vesting periods for stock options that were granted to employees in 2004. These options had an exercise price per share less than the fair value of our common stock at the date of grant. The aggregate intrinsic value of such options is being recognized as compensation costs over the vesting period of such options. These amounts were not significant in 2004 and there were no stock option grants to our employees in 2003.

Costs of product sales

Costs of product sales increased by $3.1 million, or 168.5%, to $4.9 million during 2004 from $1.8 million during 2003. Equipment cost represented 85% of the cost of product sales and increased by $2.7 million to $4.2 million during 2004 from $1.5 million during 2003 as a result of the increase in subscriber communicator sales volume. In 2004, we had a gross loss of $0.5 million as compared to a gross margin of $0.1 million in 2003. The gross loss in 2004 was primarily due to the increase in staffing to manage the Stellar business acquired in 2003.

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Management’s discussion and analysis of financial condition and results of operations

Selling, general and administrative expenses

Selling, general and administrative expenses increased $2.1 million, or 31.5%, to $8.6 million in 2004 from $6.6 million in 2003. The increase was due to the payroll costs of filling senior management positions and stock-based compensation expense of $1.4 million. During 2004, we issued certain employees stock options with exercise prices per share that were less than the fair value of our common stock at the date of grant. The aggregate intrinsic value of such options is recognized as compensation expense over the vesting period of such options. There were no stock option grants to our employees in 2003.

Product development expenses

Product development expenses increased $0.2 million in 2004 to $0.8 million from $0.5 million in 2003. The increased level of expenses is primarily due to higher spending on subscriber communicator product development utilizing outside contractors.

Other income (expense)

Other income (expense) primarily includes, interest expense relating to our notes payable, the amortization of the fair value of beneficial conversion features and warrants and issuance costs relating to our bridge loans and loss on the extinguishment of our notes payable. Interest income earned from our cash and cash equivalents is also included, which is immaterial. We had interest expense of $1.3 million in 2004 compared to $5.3 million in 2003. This decrease is due to having a lower average amount of notes payable outstanding during 2004 than during 2003. The loss on extinguishment in 2004 was related to the conversion of notes having unamortized costs, associated with warrants and beneficial conversion features including issuance costs in the amount of $1.8 million, which were expensed upon conversion of the notes into Series A preferred stock. See Note 9—“Notes Payable” in the notes to consolidated financial statements.

Net loss and net loss applicable to common shares

As a result of the items described above, we had a net loss of $12.4 million in 2004, as compared to a net loss of $13.3 million in 2003, a decreased loss of $0.9 million. The net loss attributable to the period from January 1, 2004 to February 16, 2004, prior to us becoming a corporation and issuing shares of common stock has been excluded from our loss applicable to common shares for 2004 as we were a limited liability company. See Notes 1— “Organization and Business” and 3— “Computation of net loss per common share” in the notes to consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through private placements of debt, convertible redeemable preferred stock, membership interests and common stock. We incurred losses from operations since inception and we have an accumulated deficit of $48.6 million as of December 31, 2005. Our long-term viability is dependent upon our ability to achieve positive cash flows from operations or to raise additional financing. We anticipate that our cash on hand and our net proceeds from this offering, along with anticipated cash flows from operations, will fully fund our projected business plans. As of December 31, 2005, our principal source of liquidity consisted of cash and cash equivalents totaling $68.7 million.

We expect cash flows from operating activities, along with our existing cash and cash equivalents to be sufficient to fund our anticipated operations for at least the next 12 months. We intend to use cash on hand and the net proceeds from this offering to fund capital expenditures, including the deployment of additional satellites which will be comprised mostly of more capable next-generation satellites, and to provide additional working capital to be used for other general corporate purposes. See “Use of

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Management’s discussion and analysis of financial condition and results of operations

proceeds”. We anticipate that our cash on hand and our net proceeds from this offering along with anticipated cash flows from operations will fully fund our projected business plan.

Operating activities

Cash generated in our operating activities in 2005 was $3.6 million resulting from a net loss of $9.1 million, offset by adjustments for non-cash items of $3.5 million and $9.3 million provided by working capital. Adjustments for non–cash items primarily consisted of $2.0 million for depreciation and amortization and $1.0 million for loss on extinguishment of debt. Working capital activities primarily consisted of a net decrease of $3.0 million in advances to contract manufacturer primarily related to our increase in revenues from operations from 2004 to 2005 and a net increase of $2.9 million to accounts payable and accrued liabilities, which is primarily related to the increase in professional fees in connection with our Series B preferred stock financing and our pending initial public offering, and $3.3 million of deferred revenue primarily related to billings rendered in connection with our Coast Guard demonstration satellite scheduled for launch during the third quarter of 2006.

Cash used in our operating activities in 2004 was $16.1 million resulting from a net loss of $12.4 million, offset by adjustments for non-cash items of $6.2 million and $9.9 million used in working capital. Adjustments for non-cash items primarily consisted of $1.5 million for depreciation and amortization, $1.5 million for stock-based compensation, $1.8 million for loss on extinguishment of debt and $0.7 million for amortization of deferred debt issuance costs and debt discount. Working capital activities consisted primarily of a net increase of $4.4 million for accounts receivable mostly related to our Coast Guard demonstration satellite and our increase in revenues from 2003 to 2004 and uses of cash of $1.5 million for inventories and $3.6 million for advances to contract manufacturer, which are both related to the increase in our revenues, and $2.6 million for accounts payable and accrued liabilities primarily related to payroll tax payments. These were offset by an increase of $3.2 million to deferred revenue primarily related to billings rendered in connection with our Coast Guard demonstration satellite scheduled for launch during the third quarter of 2006.

Cash used in our operating activities in 2003 was $5.0 million resulting from a net loss of $13.3 million, offset by adjustments for non-cash items of $4.9 million and $3.4 million provided by working capital. Adjustments for non-cash items primarily consisted of $1.3 million for depreciation and amortization and $3.5 million for amortization of deferred debt issuance costs and debt discount. Working capital activities primarily consisted of net increases of $1.5 million to accounts payable and accrued liabilities which primarily related to the increase in our operating expenses and $1.5 million to deferred revenue primarily related to our increase in activation fees and customers prepaying for service prior to activation.

Investing activities

Our investing activities were primarily annual capital expenditures in 2003, 2004 and 2005 of $0.1 million, $2.5 million and $4.1 million, respectively. In 2004, our capital expenditures included $1.7 million for the Coast Guard Concept Validation Project; $0.4 million to upgrade our gateway earth stations; and $0.4 million to upgrade internal system infrastructure. In 2005, we invested an additional $3.5 million in the Coast Guard Concept Validation Project and made $0.5 million of capital improvements to our internal infrastructure.

All of our costs incurred with the construction of the Coast Guard Concept Validation Project are recorded as assets under construction in our consolidated financial statements. As of December 31, 2005, we have incurred $5.2 million of such costs, which are included in satellite capital expenditures in the table below. We expect to incur an additional $1.7 million of additional costs prior to the

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Management’s discussion and analysis of financial condition and results of operations

launch of the satellite. Upon the launch, we will then amortize the related satellite capital expenditures over six years (its expected useful life).

The following table sets forth our satellite and non-satellite capital expenditures:

	Years ended December 31,
	2003		2004		2005
	(in thousands)
Satellite capital expenditures	$	—	$	1,732	$	3,490
Non-satellite capital expenditures		61		759		576
Total	$	61	$	2,491	$	4,066

Financing activities

Our liquidity and capital requirements to date have been financed primarily through issuances of debt, redeemable convertible preferred stock, membership interest units and common stock. We anticipate that our future liquidity and capital requirements will be obtained from the proceeds of this offering and, eventually, from positive operating results. Our financing activities provided net cash of $65.7 million in 2005 and $21.8 million in 2004.

From November 2002 through the end of 2003, we completed a series of private placements of convertible notes, raising $11.8 million (collectively, the “Bridge Notes”). In 2004, prior to our Reorganization, we issued additional Bridge Notes and received proceeds of $1.3 million. On February 17, 2004, concurrent with our Reorganization, we completed a private placement of our Series A preferred stock for an aggregate purchase price of $26.3 million, which included converting Bridge Notes and related accrued interest totaling $11.0 million into shares of Series A preferred stock. Bridge Notes totaling $3.3 million, which were not converted, were repaid in May 2004. On August 13, 2004, we issued additional shares of our Series A preferred stock for gross proceeds of $11.5 million.

In November and December 2005 we issued convertible notes for gross proceeds of $25.0 million. On December 30, 2005, we issued approximately 17.6 million shares of our Series B preferred stock for gross proceeds of $71.0 million, which included the conversion of the convertible notes issued in November and December 2005 into shares of Series B preferred stock. Certain holders of our Series B preferred stock are obligated to purchase an additional 10.3 million shares of Series B preferred stock in March 2007 at $4.03 per share. This obligation will terminate upon completion of this offering.

In January 2006, we paid accumulated dividends on the Series A preferred stock totaling $8.0 million, of which $1.3 million was reinvested by the holders of Series A preferred stock in shares of Series B preferred stock. Pursuant to the terms of our Series B convertible redeemable preferred stock, all accumulated and unpaid dividends on our Series B preferred stock, in an amount of $2.2 million as of March 31, 2006, become payable upon the conversion of the Series B preferred stock into common stock upon the completion of this offering.

Based on our existing capital structure, as of December 31, 2005, the accumulated and unpaid dividends on our Series B preferred stock will be $4.4 million at June 30, 2006, and this amount will increase by $726,000 per month until conversion.

In connection with our acquisition of rights to acquire Satcom International Group Plc., we may be obligated to make certain contingent payments as described below under “—Contractual Obligations”.

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Management’s discussion and analysis of financial condition and results of operations

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations at December 31, 2005 and the effect that those obligations are expected to have on our liquidity and cash flows in future periods:

		Payment due by period
				Less than		1 to		After
		Total		1 year		3 years		3 years
		(in thousands
Operating leases		$	1,131	$	677	$	316		$138
Satellite system and other equipment purchase obligations			2,146		1,146		1,000		—
Contingent payment to executive officer and estate of former executive officer			6,000		6,000		—		—
	Total	$	9,277	$	7,823	$	1,316		$138

For the purpose of this table, purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. We do not have significant agreements for the purchase of raw materials or other goods specifying minimum quantities or set prices that exceed our expected requirements. As part of our Reorganization, we acquired the right to acquire Satcom International Group Plc. from two executive officers, including our current Chief Executive Officer. As part of the consideration to acquire this right, we agreed to a contingent payment equal to $2 million, $3 million or $6 million in the event the proceeds from our sale or the valuation in this offering exceeds $250 million, $300 million or $500 million, respectively, subject to proration for amounts that fall in between these thresholds. We anticipate that the completion of this offering will obligate us to make a payment, and the amount reflected above is the maximum amount we may be obligated to pay.

On April 21, 2006, we entered into an agreement with Orbital Sciences Corporation to supply the payloads for our six quick-launch satellites, with options for two additional payloads. The firm fixed price of the six payloads is $17 million, up to a total of $21.4 million if the options for two additional payloads are exercised, subject to price adjustments for late penalties and on-time or early delivery incentives.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs— an amendment of ARB No. 43, Chapter 4” (“SFAS 151”). SFAS 151 amends Accounting Research Board No. 43, Chapter 4 to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) should be recognized as current period charges. Additionally, SFAS 151 requires that allocation of fixed production overhead to the cost of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 became effective for us beginning January 1, 2006. SFAS 151 will not have an impact on our consolidated financial position or results of operations as we currently do not manufacture our inventory.

In December 2004, the FASB issued SFAS 123R. The new pronouncement replaces the existing requirements under SFAS 123, SFAS 148 and APB Opinion No. 25. Under SFAS 123R, all forms of share-based payments to employees, including employee stock options and employee stock purchase

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plans, would be treated the same as any other form of compensation by recognizing the related cost in the statement of operations. This pronouncement eliminates the ability to account for stock-based compensation transactions using the intrinsic value method pursuant to APB Opinion No. 25 and generally requires such transactions to be accounted for using a fair-value method. SFAS 123R is effective for awards and stock options granted, modified or settled in cash in interim or annual periods beginning after December 15, 2005. We plan to adopt the modified prospective transition method, which requires us to recognize compensation cost for awards that are not fully vested as of the effective date of SFAS 123R based on the same estimate that we used to previously value our grants under SFAS 123.

We will be required to expense the fair value of stock option grants rather than disclose the impact on our consolidated statement of operations in our financial statement footnotes, as is the current practice. As a result, we will incur stock-based compensation expense of less than $0.6 million from January 1, 2006 relating to options issued prior to that date, but which were not fully vested at that time. We will incur additional compensation expense as new awards are made after January 1, 2006.

In December 2004, the FASB issued SFAS No. 153, “Exchange of Non-monetary Assets, an Amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions” (“SFAS 153”). SFAS 153 addresses the measurement of exchanges of non-monetary assets and requires that such exchanges be measured at fair value, with limited exceptions. SFAS 153 amends APB Opinion No. 29 by eliminating the exception that required non-monetary exchanges of similar productive assets to be recorded on a carryover basis. The provisions of SFAS 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have a material impact on our consolidated financial position or results of operations.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). Fin 47 provided guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. FIN 47 requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. We adopted FIN 47 during 2005. The adoption of FIN 47 had no impact on our consolidated financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections— a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”), which requires a retrospective application to prior periods’ financial statements of changes in accounting principle for all periods presented. This statement supersedes prior accounting principles that required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. The provisions of SFAS 154 are effective for fiscal years beginning after December 15, 2005. The adoption of SFAS 154 is not expected to have any impact on our consolidated financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

Our market risk from changes in interest rates is not material as we do not currently have any interest-bearing debt.

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Management’s discussion and analysis of financial condition and results of operations

Effects of inflation risk

Overall, we believe that the impact of inflation on our business will not be significant.

Foreign currency risk

We expect that an increasing percentage of our revenues will be derived from sources outside of the United States, which subjects us to foreign currency risk. The majority of our existing contracts require our customers to pay us in U.S. dollars. However, our licensees, country representatives and resellers generally derive their revenues from their customers outside of the United States in local currencies. Accordingly, changes in exchange rates between the U.S. dollar and such local currencies could make the cost of our services uneconomic for our customers and we may be required to reduce our rates to make the cost of our services economic in certain markets. In addition, currency controls, trade restrictions and other disruptions in the currency convertibility or foreign currency exchange markets could negatively impact the ability of our customers to obtain U.S. dollars with which to pay our fees.

It is also possible in the future that we may not be able to contractually require that our service fees be paid in U.S. dollars in which case we will be exposed to foreign currency risks directly.

Concentration of credit risk

Our customers are primarily commercial organizations headquartered in the United States. Accounts receivable are generally unsecured. In 2004 and 2005, revenues from the GE Equipment Services accounted for 37.2% and 31.4% of our consolidated revenues, respectively. In 2005, we sold a gateway earth station to LeoSat for $2.1 million, or 13.7% of our consolidated revenues. We have had minimal bad debt expense from these customers. Other than the two items mentioned, there are no concentrations of business transacted with a particular customer, nor concentrations of revenue from a particular service or geographic area.

Vendor risk

Ninety percent of the subscriber communicators we sell are manufactured by a contract manufacturer, Delphi Automotive Systems LLC, a subsidiary of Delphi Corporation, which is under bankruptcy protection. Our communicators are manufactured by a Delphi affiliate in Mexico, which we do not believe will be impacted by the Delphi bankruptcy.

Market rate risk

We do not have any financial instruments or investments at December 31, 2005 that are subject to market rate risks.

Related parties

For a discussion of related party transactions, see “Certain relationships and related party transactions”.

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OVERVIEW

We operate the only global commercial wireless messaging system optimized for narrowband communications. Our system consists of a global network of 30 low-Earth orbit, or LEO, satellites and accompanying ground infrastructure. Our two-way communications system enables our customers and end-users, which include large and established multinational businesses and government agencies, to track, monitor, control and communicate cost-effectively with fixed and mobile assets located anywhere in the world. Our products and services enable our customers and end-users to enhance productivity, reduce costs and improve security through a variety of commercial, government and emerging homeland security applications. We enable our customers and end-users to achieve these benefits using a single global technology standard for machine-to-machine and telematic, or M2M, data communications. Our customers have made significant investments in developing ORBCOMM-based applications. Examples of assets that are connected through our M2M data communications system include trucks, trailers, railcars, containers, heavy equipment, fluid tanks, utility meters, pipeline monitoring equipment, marine vessels and oil wells. Our customers include value-added resellers, or VARs, original equipment manufacturers, or OEMs, such as Caterpillar Inc., Komatsu Ltd., Hitachi Construction Machinery Co., Ltd. and the Volvo Group, service providers, such as the Equipment Services business of General Electric Company, and government agencies, such as the United States Coast Guard.

Through our M2M data communications system, our customers and end-users can send and receive information to and from any place in the world using low cost subscriber communicators and paying airtime costs that we believe are the lowest in the industry for global connectivity. We believe that there is no other satellite or terrestrial network currently in operation that can offer global two-way wireless narrowband data service coverage at comparable cost using a single technology standard worldwide. We are currently authorized, either directly or indirectly, to provide our communications services in over 75 countries and territories in North America, Europe, South America, Asia, Africa and Australia. As of December 31, 2005, we had approximately 113,000 billable subscriber communicators activated on our system and during the quarter ended March 31, 2006, our billable subscriber communicator net additions totaled approximately 24,000 units as compared to net additions of approximately 9,800 units during the fourth quarter of 2005, an increase of 145%. We believe that our target markets are significant and growing. Harbor Research, Inc., an independent strategic research firm, estimates that the number of vehicles, devices and units worldwide in the commercial transportation, heavy equipment, fixed asset monitoring, marine vessel, consumer transportation, and government and homeland security markets which are connected to M2M data communications systems using satellite or cellular networks will grow from approximately 18.5 million in 2006 to approximately 129.5 million by 2012, representing a compound annual growth rate of 38.3%. During this time, they expect penetration of M2M data communications devices for these target markets to increase from approximately 1.2% in 2006 to approximately 6.6% by 2012.

Our unique M2M data communications system is comprised of three elements: (i) a constellation of 30 LEO satellites in multiple orbital planes between 435 and 550 miles above the Earth operating in the Very High Frequency, or VHF, radio frequency spectrum, (ii) related ground infrastructure, including 13 gateway earth stations, five regional gateway control centers and a network control center in Dulles, Virginia, through which data sent to and from subscriber communicators is routed and (iii) subscriber communicators attached to a variety of fixed and mobile assets worldwide. See “The ORBCOMM communications system”.

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Acquisition and turn-around

In April 2001, we acquired substantially all of the non-cash assets of ORBCOMM Global L.P. and its subsidiaries, which had originally designed, developed, constructed and put into service almost all of our current communications system, for a fraction of their original cost, in a bankruptcy court-approved sale. The assets acquired included 30 operational satellites, four installed U.S. gateway earth stations, the network control center, intellectual property, other equipment and inventory (including uninstalled gateway earth stations, gateway control centers and subscriber communicators), certain service license agreements and contract rights and other assets. The transaction also involved the acquisition of the FCC licenses necessary to operate the system.

Following the acquisition, we implemented a turn-around plan to stabilize our operations and to preserve and substantially enhance the value of the acquired business, while substantially reducing costs and redefining our strategy, including:

†	Lowering prices, improving features and performance, and introducing new models of our subscriber communicators. In the past, potential new customers were inhibited by the high prices of our subscriber communicators. To address this challenge, in close collaboration with our subscriber communicator suppliers, including our wholly owned subsidiary, Stellar Satellite Communications, Ltd., we lowered the average price of our subscriber communicators significantly, while also upgrading their features and reliability. As a result of being able to supply low cost subscriber communicators, we are well positioned to address the needs of large-volume market segments, such as mobile asset tracking, including truck and trailer tracking, and many fixed-asset monitoring applications, including pipeline monitoring, utility meter reading and tank level monitoring, where subscriber communicator costs are a critical competitive factor.
†	Implementing a revised low cost, multi-channel marketing and distribution model. Under our revised marketing and distribution model, we have established relationships with several large-scale VARs, international licensees and country representatives, who develop applications and market our products and services to end-users. This revised structure not only reduces our internal marketing and research and development costs, but also enables us to scale up our distribution network easily and rapidly as our business grows, while avoiding direct competition between us and our resellers. In addition, we introduced the concept of international value added resellers, or IVARs, which generally allows selected resellers to enter into a single agreement with us and pay a single price on a single invoice in a single currency for worldwide service, regardless of the territories they are selling into, thereby avoiding the need to negotiate prices with each individual international licensee and/or country representative. As of December 31, 2005, we had established relationships with approximately 125 VARs, IVARs, international licensees and country representatives. See also “—Sales, Marketing and Distribution”.
†	Implementing changes intended to extend the operational lives of existing satellites. We implemented improved power management and other techniques to extend battery life, which we believe extended the operational lives of our existing first-generation satellites by an average of approximately 1.5 to 2.5 years. We expect this will increase our flexibility with respect to future deployments of replacement satellites and provide us with more control over the development and timing of future capital investments in our satellites.
†	Enhancing network capabilities. We implemented a plan to centralize worldwide network operations at our network control center in Dulles, Virginia in order to reduce operational costs, monitor usage and control our satellites more effectively, including taking ownership and control of certain international gateway earth stations and gateway control centers. This has contributed to our ability to lower the cost and improve the quality of our data communications service to end-users.

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As a result of our turn-around strategy, our revenues increased from $3.3 million in 2002 to $15.5 million in 2005, representing a compounded annual growth rate of 67% and the number of billable subscriber communicators on our system increased from approximately 31,000 at the end of 2002 to approximately 113,000 by the end of 2005.

OUR BUSINESS STRENGTHS AND COMPETITIVE ADVANTAGE

We believe that our focus on M2M data communications is unique in our industry and will enable us to achieve significant growth. We believe no other satellite or terrestrial network currently in operation offers users global two-way wireless narrowband data communications using a single global technology standard anywhere in the world at costs comparable to ours. This provides us with a number of competitive advantages that we believe will help promote our success, including the following:

†	Established global network and proven technology. We believe our global network and technology enable us to offer superior products and services to the end-users of our communications system in terms of comprehensive coverage, reliability and compatibility. Our global network provides worldwide coverage, including in international waters, allowing end-users to access our communications system in areas outside the coverage of terrestrial networks, such as cellular, paging and other wireless networks. Our proven technology offers full two-way M2M data communication (with acknowledgement of message receipt) with minimal line-of-sight limitations and no performance issues during adverse weather conditions, which distinguishes us from other satellite communications systems. Our primary satellite orbital planes contain six to eight satellites each, providing built-in system redundancies in the event of a single satellite malfunction. In addition, our system uses a single global technology standard and eliminates the need for multiple network agreements and versions of hardware and software.
†	Low cost structure. We have a significant cost advantage over any potential new LEO satellite system competitor with respect to our current satellite constellation, because we acquired the majority of our current network assets from ORBCOMM Global L.P. and its subsidiaries out of bankruptcy for a fraction of their original cost. In addition, because our LEO satellites are relatively small and deployed into low- Earth orbit, the constellation is less expensive and easier to launch and maintain than larger LEO satellites and large geostationary satellites. We also have less complex and less costly ground infrastructure and subscriber communication equipment than other satellite communications providers. Our low cost satellite system architecture enables us to provide global two-way wireless narrowband data communication services to end-users at prices that we believe are the lowest in the industry for global connectivity.
†	Sole commercial satellite operator licensed in the VHF spectrum. We are the sole commercial satellite operator licensed to operate in the VHF spectrum by the FCC or any other national spectrum or radio- telecommunications regulatory agency in the world. The spectrum that we use was allocated globally by the International Telecommunication Union, or ITU, for use by satellite fleets such as ours to provide mobile data communications service. We are currently authorized, either directly or indirectly, to provide our data communications service in over 75 countries and territories, representing over 60% of the world’s GDP, in North America, Europe, South America, Asia, Africa and Australia. VHF spectrum has inherent advantages for M2M data communications over systems using shorter wavelength signals. The VHF signals used to communicate between our satellites and subscriber communicators are not affected by weather and are less dependent on line-of-sight access to our satellites than other satellite communications systems. In addition, our longer wavelength signals enable our satellites to communicate reliably over longer distances at lower power levels. Higher power requirements of commercial satellite systems in other spectrum bands are a significant factor in their higher cost and technical complexity.

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†	Significant market lead over satellite-based competitors. We believe that we have a significant market lead in providing M2M data communications services that meet the coverage and cost requirements in the rapidly developing asset management and supply chain markets. The process required to establish a competing satellite-based system with the advantages of a VHF system includes obtaining regulatory permits to launch and operate satellites and to provide communications services, and the design, development and construction of a communications system. We believe that a minimum of five years and significant investments in time and resources would be required for another satellite-based M2M data communications service provider to develop the capability to offer comparable services. Our VARs and IVARs have made significant investments in developing ORBCOMM-based applications. These applications often require substantial time and financial investment to develop for commercial use.
†	Key distribution and OEM customer relationships. Our strategic relationships with key distributors and OEMs have enabled us to streamline our sales and distribution channels and shift much of the risk and cost of developing and marketing applications to others. We have established strategic relationships with key service providers, such as GE Equipment Services, the world’s largest lessor of trailers, containers and railcars, and XATA Corporation, a leading provider of tracking solutions for the trucking industry, including to Penske Corporation, the leading truck leasing company in the United States, and major OEMs, such as Caterpillar, Komatsu, Hitachi and Volvo. We believe our close relationships with these distributors and OEMs allows us to work closely with them at all stages of application development, from planning and design through implementation of our M2M data communications services, and to benefit from their industry-specific expertise. By fostering these strong relationships with distributors and OEMs, we believe that once we have become so integrated into our customer’s planning, development and implementation process, and their equipment, we anticipate it will be more difficult to displace us or our communication services. In addition, the fixed and mobile assets which are tracked, monitored, controlled and communicated with by these customers generally have long useful lives and the cost of replacing our communications equipment with an alternative service provider’s equipment could be prohibitive for large numbers of assets.
†	Reliable, low cost subscriber communicators. There are multiple manufacturers that build subscriber communicators for our network. Through our Stellar subsidiary, we have an arrangement with Delphi that provides us with industrial-scale manufacturing capability for the supply of low cost, reliable, ISO- 9000 certified, automotive grade subscriber communicators. We believe that Delphi possesses the ability to scale up its manufacturing rapidly to meet additional demand. We also have arrangements with independent third party manufacturers who supply our customers and end-users directly with low cost subscriber communicators. As a result of these manufacturing relationships, technological advances and higher volumes, we have significantly reduced the selling price of our subscriber communicators from approximately $280 per unit in 2003 to as little as $100 per unit in volume in 2006. In addition, the cost of communications components necessary for our subscriber communicators to operate in the VHF band is relatively low as they are based on readily available FM radio components.

OUR STRATEGY

Our strategy is to leverage our business strengths and key competitive advantages to increase the number of subscriber communicators activated on our M2M data communications system, both in existing and new markets. We are focused on increasing our market share of customers with the potential for a high number of connections with lower usage applications. We believe that the service revenue associated with each additional subscriber communicator activated on our communications system will more than offset the negligible incremental cost of adding such subscriber communicator to

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our system and, as a result, positively impact our results of operations. We plan to continue to target multinational companies and government agencies to increase substantially our penetration of what we believe is a significant and growing addressable market. To achieve our objectives, we are pursuing the following business strategies:

†	Expand our low cost, multi-channel marketing and distribution network of resellers. We intend to increase further the number of resellers that develop, market and implement their applications together with our communications services and subscriber communicators to end-users. We are also focused on increasing the number of OEM and distributor relationships with leading companies that own, manage or operate fixed or mobile assets. We are seeking to recruit resellers with industry knowledge to develop applications that could be used for industries or markets that we do not currently serve. Resellers invest their own capital developing applications compatible with our system, and they typically act as their own agents and systems integrators when marketing these applications to end-users, without the need for significant investment by us. As a result, we have established a low cost marketing and distribution model that is both easily scalable by adding additional resellers or large-scale asset deployers, and allows us to penetrate markets without incurring substantial research and development costs or sales and marketing costs.
†	Expand our international markets. Our international growth strategy is to open new markets outside the United States by obtaining regulatory authorizations and developing markets for our M2M data communications services to be sold in regions where the market opportunity for our OEM customers and resellers is greatest. We are currently authorized to provide our data communications services in over 75 countries and territories in North America, Europe, South America, Asia, Africa and Australia, directly or indirectly through seven international licensees and 11 country representatives. We are currently working with 48 IVARs, who have the right to market and sell their applications anywhere our communications services are offered. We seek to enter into agreements with strong distributors in each region. Our regional distributors, which include country representatives and international licensees, obtain the necessary regulatory authorizations and develop local markets directly or by recruiting local VARs. In some international markets where distribution channels are in the early stages of development, we seek to bring together VARs who have developed well-tested applications with local distributors to create localized solutions and accelerate the adoption of our M2M data communications services. In addition, we have made efforts to strengthen the financial positions of certain of our regional distributors, including several, such as ORBCOMM Europe, who were former licensees of ORBCOMM Global L.P. left weakened by its bankruptcy, through restructuring transactions whereby we obtained greater operating control over such regional distributors. We believe that by strengthening the financial condition of and our operating control over these established regional distributors, they will be better positioned to promote and distribute our products and services and enable us to achieve our market potential in the relevant regions.
†	Further reduce subscriber communicator costs. We are working with our subscriber communicator manufacturers to further reduce the cost of our subscriber communicators, as well as to develop technological advances, including further reductions in size, improvements in power management efficiency, increased reliability and enhanced capabilities. For example, two of our subscriber communicator manufacturers, Delphi and Mobile Applitech, Inc., are developing next-generation subscriber communicators which will contain custom integrated circuits combining the functionality of several components, which we believe will lead to reduced costs. Our ability to offer our customers less expensive subscriber communicators that are smaller, more efficient and more reliable is key to our ability to provide a complete low cost solution to our customers and end-users.
†	Reduce network latency. With the expected launch of our quick-launch and next-generation satellites, we expect to reduce the time lags in delivering messages and data, or network latency, in

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	most regions of the world. We believe this will improve the quality and coverage of our system and enable us to increase our customer base.
†	Introduce new features and services. We will continue to develop and introduce new features and services to expand our customer base and increase our revenues. For example, we have recently developed a broadcast capability that allows large numbers of subscriber communicators to receive a single message simultaneously. This represents an efficient delivery mechanism to address large populations of subscribers with a single message, such as weather data broadcasts, widespread alert notifications and demand response applications for electric utilities. In addition, we have been working closely with the U.S. Coast Guard to incorporate the ability to receive marine vessel identification and position data from the Automatic Identification System, or AIS, an internationally mandated shipboard broadcast system that aids navigation and improves maritime safety. We may be able to leverage this work with AIS to resell, subject in certain circumstances to Coast Guard approval, AIS data collected by our network to other coast guard services and governmental agencies, as well as companies engaged in security or logistics businesses for tracking shipping activities or for other navigational purposes. We also believe that subscriber communicator technology advances, such as dual-mode devices combining our subscriber communicators with communications devices for cellular networks, will broaden our addressable market by allowing our communications services to serve as an effective backup system for higher bandwidth terrestrial wireless or cellular networks or as a back-channel service for terrestrial or satellite-based broadcast-only networks.
†	Provide comprehensive technical support, customer service and quality control. We have allocated additional resources to provide customer support for training, integration and testing in order to assist our VARs and other distributors in the roll-out of their applications and to enhance end-user acquisition and retention. We provide our VAR and OEM customers with access to customer support technicians. We also deploy our technicians to our VAR and OEM customers to facilitate the integration of our M2M data communications system with their applications during the planning, development and implementation processes and to certify that these applications are compatible with our system. Our support personnel include professionals with application development, in-house laboratory and hardware design and testing capabilities.

INDUSTRY OVERVIEW

Increasingly, businesses and governments face the need to track, control, monitor and communicate with fixed and mobile assets that are located throughout the world. At the same time, these assets increasingly incorporate microprocessors, sensors and other devices that can provide a variety of information about the asset’s location, condition, operation and environment and are capable of responding to external commands and queries. As these intelligent devices proliferate, we believe that the need to establish two-way communications with these devices is greater than ever. The owners and operators of these intelligent devices are seeking low cost and efficient communications systems that will enable them to communicate with these devices.

We operate in the machine-to-machine and telematics, or M2M, industry, which includes various types of communications systems that enable intelligent machines, devices and fixed or mobile assets to communicate information from the machine, device or fixed or mobile asset to and from back-office information systems of the businesses and government agencies that track, monitor, control and communicate with them. These M2M data communications systems integrate a number of technologies and cross several different industries, including computer hardware and software systems, positioning systems, terrestrial and satellite communications networks and information technologies (such as data hosting and report generation).

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There are three main components in any M2M data communications system:

†  Fixed or mobile assets. Intelligent or trackable assets include devices and sensors that collect, measure, record or otherwise gather data about themselves or their environment to be used, analyzed or otherwise disseminated to other machines, applications or human operators and come in many forms, including devices and sensors that:

-  Report the location, speed and fuel economy data from trucks and locomotives;

-  Monitor the location and condition of trailers, railcars and marine shipping containers;

-  Report operating data and usage for heavy equipment;

-  Monitor fishing vessels to enforce government regulations regarding geographic and seasonal restrictions;

-  Report energy consumption from a utility meter;

-  Monitor corrosion in a pipeline;

-  Monitor fluid levels in oil storage tanks;

-  Measure water delivery in agricultural pipelines;

-  Detect movement along international borders; and

-  Monitor environmental conditions in agricultural facilities.

†

Communications network. The communications network enables a connection to take place between the fixed or mobile asset and the back-office systems and users of that asset’s data. The proliferation of terrestrial and satellite-based wireless networks has enabled the creation of a variety of M2M data communications applications. Networks that are being used to deliver M2M data include terrestrial communications networks, such as cellular, radio paging and WiFi networks, and satellite communications networks, utilizing low-Earth-orbit or geosynchronous satellites.

†

Back-office application or user. Data collected from a remote asset is used in a variety of ways with applications that allow the end-user to track, monitor, control and communicate with these assets with a greater degree of control and with much less time and expense than would be required to do so manually.

MARKET OPPORTUNITY

Our estimates of the current addressable markets, as set forth in this prospectus, are based upon our analysis of secondary market data.

Commercial transportation

Large trucking and trailer leasing companies require applications that report location, engine diagnostic data, driver performance, fuel consumption, compliance, rapid decelerations, fuel taxes, driver logs and zone adherence in order to manage their truck fleets more safely and efficiently and to improve truck and trailer utilization.

Truck and trailer fleet owners and operators, as well as truck and trailer OEMs, are increasingly integrating M2M data communications systems into their trucks and trailers. In the near future, as older analog cellular wireless networks currently used in truck and trailer tracking are phased out, end-users will need to migrate to alternative communications systems and we expect that an increasing number of customers will be seeking long-term solutions for their M2M data communications needs as they make their replacement decisions. Although trailer tracking is in the early stages of adoption, it

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represents a significantly larger potential market as we estimate that there are approximately three trailers to every truck. The trailer market also requires additional applications, such as cargo sensor reporting, load monitoring, control of refrigeration systems and door alarms. Future regulations may require position tracking of specific types of cargo, such as hazardous materials, and could also increase trailer tracking market opportunities. The railcar market also requires many of these same applications and many trailer applications using M2M data communications system can easily be translated to the railcar market.

According to Harbor Research, Inc., the number of commercial transportation vehicles worldwide, including tractors, trailers, fleet cars and railcars, is estimated to be approximately 71.1 million in 2006, of which approximately 2.1 million are connected to M2M data communications systems using satellite or cellular networks. Harbor estimates that the number of commercial transportation vehicles connected to M2M data communications systems will grow to approximately 14.6 million by 2012, representing a compound annual growth rate of 38.2%. During this time, they expect penetration of M2M data communications devices in the total addressable market to increase from approximately 2.9% in 2006 to approximately 16.0% of a total of 91.0 million commercial transportation vehicles by 2012.

Heavy equipment

Heavy equipment fleet owners and leasing companies seeking to improve fleet productivity and profitability require applications that report diagnostic information, location (including for purposes of geo-fencing), time-of-use information, emergency notification, driver usage and maintenance alerts for their heavy equipment, which may be geographically dispersed, often in remote, difficult to reach locations. Using M2M data communications systems, heavy equipment fleet operators can remotely manage the productivity and mechanical condition of their equipment fleets, potentially lowering operating costs through preventive maintenance. OEMs can also use M2M applications to better anticipate the maintenance and spare parts needs of their customers, expanding the market for more higher-margin spare parts orders for the OEMs. Heavy equipment OEMs are increasingly integrating M2M data communications systems into their equipment at the factory or offering them as add-on options through certified after-market dealers.

Since the heavy equipment market is dominated by a small number of OEMs, M2M data communications service providers targeting this market segment focus on building relationships with these OEMs, such as Caterpillar, Komatsu, Hitachi and Volvo.

According to Harbor Research, Inc., the number of pieces of heavy equipment worldwide, including bulldozers, forklifts, cranes and other construction vehicles, is estimated to be approximately 6.6 million in 2006, of which approximately 0.9 million are connected to M2M data communications systems using satellite or cellular networks. Harbor estimates that the number of pieces of heavy equipment connected to M2M data communications systems will grow to approximately 4.0 million by 2012, representing a compound annual growth rate of 28.2%. During this time, they expect penetration of M2M data communications devices in the total addressable market to increase from 13.5% in 2006 to 46.9% of a total of 8.4 million pieces of heavy equipment by 2012.

Fixed asset monitoring

Companies with widely dispersed fixed assets require a means of collecting data from remote assets to monitor productivity, minimize downtime and realize other operational benefits, as well as managing and controlling the functions of such assets, for example, the remote operation of valves and electrical switches. M2M data communications systems can provide industrial companies with applications for automated meter reading, oil and gas storage tank monitoring, pipeline monitoring and environmental

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monitoring, which can reduce operating costs for these companies, including labor costs, fuel costs, and the expense of on-site monitoring and maintenance.

According to Harbor Research, Inc., the number of fixed assets worldwide, including pipelines, environmental equipment and storage tanks, is estimated to be approximately 677.0 million in 2006, of which approximately 3.1 million are connected to M2M data communications systems using satellite or cellular networks. Harbor estimates that the number of fixed assets connected to M2M data communications systems will grow to approximately 20.7 million by 2012, representing a compound annual growth rate of 37.2%. During this time, they expect penetration of M2M data communications devices in the total addressable market to increase from 0.5% in 2006 to 2.4% of a total of 866.6 million fixed assets by 2012.

Marine vessels

Marine vessels have a need for satellite-based communications due to the absence of reliable terrestrial-based coverage more than a few miles offshore. M2M data communications systems may offer features and functions to luxury recreational marine vessels and commercial fishing vessels, such as onboard diagnostics and other marine telematics, alarms, requests for assistance, security, location reporting and tracking, e-mail and two-way messaging, catch data and weather reports. In addition, owners and operators of commercial fishing and other marine vessels are increasingly subject to regulations governing, among other things, commercial fishing seasons and geographic limitations, vessel tracking, safety systems, and resource management and protection using various M2M communications systems.

According to Harbor Research, Inc., the number of marine vessels worldwide, including shipping, fishing and recreational vessels, is estimated to be approximately 46.0 million in 2006, of which approximately 1.6 million are connected to M2M data communications systems using satellite or cellular networks. Harbor estimates that the number of marine vessels connected to M2M data communications will grow to approximately 4.7 million by 2012, representing a compound annual growth rate of 19.7%. During this time, they expect penetration of M2M data communications devices in the total addressable market to increase from 3.4% in 2006 to 8.0% of a total of 58.8 million marine vessels by 2012.

Government and homeland security

Governments worldwide are seeking to address the global terror threat by monitoring land borders and hazardous materials, as well as marine vessels and containers. In addition, modern military and public safety forces use a variety of applications, particularly in supply chain management, logistics and support, which could incorporate our products and services. For example, approximately 8 to 9 million maritime shipping containers from overseas arrive annually at 105 U.S. ports of entry and only 5% of these containers, which are considered high risk, are inspected, according to Forbes Magazine. Increasingly, there is a need to monitor these vessels for homeland security and M2M data communications systems could be used in applications to address homeland security requirements, such as tracking and monitoring these vessels and containers. In early 2003, we successfully conducted a study with Northrop Grumman Corporation on behalf of the Port Authority of New York and New Jersey to demonstrate our system’s ability to monitor the status of door seals on commercial shipping containers.

M2M communications systems can also be used in applications to address infiltration across land borders, for example, monitoring seismic sensors placed along the border to detect incursions. We may also be able to leverage our work with AIS to resell, subject in certain circumstances to Coast Guard approval, AIS data collected by our network to other coast guard services and governmental agencies.

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According to Harbor Research, Inc., the number of assets worldwide with the potential to be monitored for government and homeland security purposes, including shipping containers, vehicles, equipment and other devices, is estimated to be approximately 148.0 million in 2006, of which approximately 2.9 million are connected to M2M data communications systems using satellite or cellular networks. Harbor estimates that the number of such shipping containers, vehicles, equipment and other devices connected to M2M data communications will grow to approximately 26.5 million by 2012, representing a compound annual growth rate of 44.6%. During this time, they expect penetration of M2M data communications devices in the total addressable market to increase from 2.0% in 2006 to 14.0% of a total of 189.4 million assets being monitored for purposes of government and homeland security by 2012.

Consumer transportation

Automotive companies are seeking a means to address the growing need for safety systems in passenger vehicles and to broadcast a single message to multiple vehicles at one time. Within the automotive market, there is no single communications technology that satisfies the need for 100% coverage, high reliability and low cost. An example of an automotive safety application is a system that has the ability to detect and report the deployment of a vehicle’s airbag, triggering the dispatch of an ambulance, tow truck or other necessary response personnel. Many automotive safety systems currently in service are based on analog cellular communications networks, many of which are being phased-out over the next several years in favor of digital cellular networks. In addition, terrestrial cellular communications systems have substantial “dead zones”, where network coverage is not available, and are difficult to manage globally, as vehicles may pass through multiple coverage areas, requiring the system to “roam” across a number of different cellular carriers’ networks. With emerging technology, satellite-based automotive safety systems may be able to provide near-real-time message delivery with minimal network latencies, thereby providing a viable alternative to cellular-based systems. In addition, many cellular-based automotive safety systems adopted or being adopted lack backwards compatibility that could limit their overall functionality.

While our system currently has latency limitations which make it impractical for us to address this market fully, we believe that our existing network may be used with dual-mode devices, combining our subscriber communicators with communications devices for cellular networks, allowing our communications services to function as an effective back-up system by filling the coverage gaps in current cellular or wireless networks used in consumer transportation applications. In addition, we may undertake additional capital expenditures beyond our current capital plan in order to expand our satellite constellation and lower our latencies to the level that addresses the requirements of resellers and OEMs developing applications for this market if we believe the economic returns justify such an investment. We believe we can supplement our satellite constellation within the lead time required to integrate applications using our communications service into the automotive OEM product development cycle.

According to Harbor Research, Inc., the number of consumer transportation vehicles worldwide, primarily automobiles, is estimated to be approximately 584.1 million in 2006, of which approximately 8.0 million are connected to M2M data communications systems using satellite or cellular networks. Harbor estimates that the number of consumer transportation vehicles connected to M2M data communications will grow to approximately 59.1 million by 2012, representing a compound annual growth rate of 39.6%. During this time, they expect penetration of M2M data communications devices in the total addressable market to increase from 1.4% in 2006 to 7.9% of a total of 747.7 million consumer transportation vehicles by 2012.

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PRODUCTS AND SERVICES

Our principal products and services are satellite-based data communications services and subscriber communicators. Our communications services are used by businesses and government agencies that are engaged in tracking, monitoring, controlling or communicating with fixed or mobile assets globally. Our low cost, industrially-rated subscriber communicators are embedded into many different assets for use with our system. Our products and services are combined with industry or customer specific applications developed by our VARs which are sold to their end-user customers.

We do not generally market to end-users directly, instead, we utilize a cost-effective sales and marketing strategy of partnering with VARs, IVARs, international licensees and country representatives. These resellers, which are our direct customers, market to end-users.

Satellite communications services

We provide global two-way M2M data communications services through our satellite-based system. We focus our communications services on narrowband data applications. These data messages are typically sent by a remote subscriber communicator through our satellite system to our ground facilities for forwarding through an appropriate terrestrial communications network to the ultimate destination. Our system, typically combined with industry- or customer-specific applications developed by our resellers, permits a wide range of fixed and mobile assets to be tracked, monitored, controlled and communicated with from a central point.

We typically derive subscription-based recurring revenue from our VAR customers based upon the number of subscriber communicators activated on, and the amount of data transmitted through, our communications system. Customers pay between $1 and $60 in monthly service charges to access our communications system (in addition to a one-time provisioning fee ranging from $0 to $30) which we believe is the lowest price point currently available for global connectivity.

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The following table sets forth selected customers and end-users, representative applications and the benefits of such applications for each of our addressed markets:

Market	Select Customers/End-Users	Representative Applications	Key Benefits
Commercial transportation	•  DriverTech •  GE Equipment Services •  Motient Corporation •  Volvo Group •  XATA Corporation	•  Position reporting •  Unit diagnostic monitoring •  Compliance / tax reporting •  Cargo monitoring •  Systems control	•  Improve fleet productivity and     profitability •  Enable efficient, centralized fleet     management •  Ensure safe delivery of shipping cargo •  Allow real-time tracking of unit     maintenance requirements
Heavy equipment	•  Caterpillar, Inc. •  Hitachi Construction Machinery Co.,     Ltd. •  Komatsu Ltd. •  Volvo Group	•  Position reporting •  Unit diagnostic monitoring •  Usage tracking •  Emergency notification	•  Improve fleet productivity and     profitability •  Allow OEMs to better anticipate the     maintenance and spare parts needs of     their customers
Fixed asset monitoring	•  American Innovations, Ltd. •  Automata, Inc. •  GE Equipment Services •  Itron, Inc. •  Metrix Networks, Inc.	•  Unit diagnostic monitoring •  Usage tracking •  Systems control •  Automated meter reading	•  Provide method for managing,     controlling, and collecting data from     remote sites •  Improve maintenance services     productivity and profitability
Marine vessels	•  Metocean Data Systems Ltd. •  Recreational boaters •  Sasco Inc. •  Skymate, Inc. •  Volvo Group/Penta	•  Position reporting •  Two-way messaging •  Unit diagnostic monitoring •  Weather reporting	•  Ensure vessel compliance with     regulations •  Create a low cost information channel     to disseminate critical weather and     safety information
Government and homeland security	•  National Oceanic and Atmospheric     Administration •  U.S. Coast Guard •  U.S. Customs and Border Protection •  U.S. Marine Corps	•  Container tracking •  Environmental monitoring •  Automatic Identification System     development •  Border monitoring •  Vehicle tracking	•  Provide efficient monitoring of     changing environmental conditions •  Address increasing need to monitor     vessels in U.S. waters •  Minimize security threats and secure     the borders

Subscriber communicators

Our wholly owned subsidiary, Stellar Satellite Communications Ltd., markets and sells subscriber communicators manufactured by Delphi directly to our customers. We also earn royalties from the sale of subscriber communicators manufactured by third parties. We have agreements with two other manufacturers, Quake Global, Inc. and Mobile Applitech, Inc., who, together with Stellar, currently offer 11 different models of subscriber communicators for sale and use on our communications system.

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To ensure the availability of subscriber communicators having different functional capabilities in sufficient quantities to meet demand, we have provided extensive design specifications and technical and engineering support to our manufacturers. In addition, because we maintain backwards compatibility, subscriber communicators produced by former manufacturers are still in use with our system today.

Stellar currently sells two models of subscriber communicators, the DS 100 and the DS 300, which are manufactured by Delphi. Delphi is now Stellar’s sole manufacturing source for subscriber communicators. Delphi and Mobile Applitech, Inc., are currently developing next-generation subscriber communicators which will contain a custom integrated circuit combining the functionality of several components. See “—Key Partnerships— Delphi Automotive Systems LLC”.

CUSTOMERS

We market and sell our products and services directly to OEM and government customers and indirectly through VARs, IVARs, international licensees and country representatives. Other than GE Equipment Services, which represented approximately 31.4% of our revenues for fiscal 2005 and LeoSat LLP, the purchaser of a gateway earth station in Kazakhstan, which represented 13.7% of our fiscal 2005 revenues, no other customer accounted for more than 10% of our total sales in fiscal 2005.

KEY RELATIONSHIPS

Delphi Automotive Systems LLC

In May 2004, we entered into a Cooperation Agreement with Stellar and Delphi Corporation, a tier-one automotive components supplier that designs, manufacturers and supplies advanced automotive grade subscriber communicators for Stellar for use with our communications system. Pursuant to the agreement, and subject to limited exceptions, Delphi Corporation’s Delphi Automotive System LLC subsidiary, or Delphi, is the sole supplier of newly developed subscriber communicators for Stellar. Delphi Corporation has a right of first refusal following termination of the agreement to supply Stellar with new products developed under the Cooperation Agreement. The initial term of the agreement was until December 31, 2005 and it has been extended by mutual written agreement of the parties until December 31, 2007. Although Delphi is currently subject to bankruptcy proceedings, it manufactures our subscriber communicators in Mexico with non-unionized labor, and as a result, we do not believe that such bankruptcy proceedings should impact our contract with Delphi Corporation. This relationship provides Stellar access to Delphi’s substantial technical and manufacturing resources, which we believe enables Stellar to continue to lower the cost of our subscriber communicators while at the same time providing improved features. Delphi began commercial production of two new models which significantly reduced the selling price from approximately $280 per unit in 2003 to as little as $100 per unit in volume in 2006. Several of Stellar’s customers are now in the process of full commercial roll-out using these less costly, new generation subscriber communicators. In addition to providing a lower-cost subscriber communicators with higher reliability, we believe that Delphi also has the capability to increase production rapidly to meet additional demand as Stellar expands its business.

General Electric

We have a significant customer relationship with General Electric Company that provides access to a wide array of sales channels and extends to several divisions, including GE Equipment Services, which includes Trailer Fleet Services, Penske Truck Leasing, Rail Services and GE’s Asset Intelligence, or AI, group, among others. All of these GE Equipment Services divisions directly or indirectly sell

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applications utilizing our M2M data communications services and subscriber communicators manufactured by Stellar. As a result, GE has a number of different sales channels for the distribution of our asset monitoring and tracking products either to third party end-users or to other GE divisions who are end-users.

GE Equipment Services has made a strong commitment to us as a strategic partner by developing applications that use our M2M data communications system. Our largest GE customer is the AI group of GE Equipment Services, which is dedicated to M2M data communications applications and which renewed its IVAR agreement with us until 2009. GE’s AI group has placed orders with our Stellar subsidiary for 87,000 subscriber communicator units for 2006, 46,000 of which will be used to support deployments of trailers for Wal-Mart. The AI group’s first application, VeriWise, enables GE’s customers to track and monitor their trailer assets and shipments throughout the world. GE Rail Services is also integrating our M2M data communications system into its RailWise application for railcars. GE Equipment Services’ European division offers RailWise and we expect GE to begin marketing both VeriWise and RailWise into other international markets, including Mexico. Penske Truck Leasing also uses our M2M data communications system to monitor tractor-trailers, and other GE businesses are monitoring many different types of assets, including GE Healthcare’s portable MRI machines, locomotives for GE Rail, tractor-trailers for Penske Truck Leasing, and portable electric generators for GE Energy.

United States Coast Guard

In May 2004, we were awarded a contract by the U.S. Coast Guard to develop and demonstrate the ability to receive, collect and forward AIS data over our satellite system, or the Concept Validation Project. Our Coast Guard demonstration satellite is scheduled for launch in the third quarter of 2006 and will carry an AIS receiver in addition to our standard communications payload. We plan to outfit our subsequent satellites with AIS capability and may be able to leverage this work to resell, subject in certain circumstances to Coast Guard approval, AIS data collected by our network to other coast guard services and governmental agencies, as well as companies engaged in security or logistics businesses for tracking shipping activities or for other navigational purposes. AIS is a shipboard broadcast system that transmits a marine vessel’s identification and position to aid navigation and improve maritime safety. The International Maritime Organization has mandated the use of AIS on all Safety of Life at Sea (SOLAS) vessels, which are vessels over 300 tons. Current terrestrial-based AIS networks provide limited coverage and are not able to provide the expanded coverage capability desired by the Coast Guard. By using our satellite system, the Coast Guard is expected to be able to collect and process AIS data well beyond the coast of the United States in a cost effective and timely fashion. The Coast Guard has paid approximately $6.1 million as of December 31, 2005 under this contract, primarily for the construction and launch of an AIS-enabled demonstration satellite and we expect a total of $7.6 million to be paid, excluding additional amounts which may become payable if the Coast Guard elects to receive additional maintenance and AIS data transmission services under the contract. Such payments are included in deferred revenue prior to the launch of the demonstration satellite.

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SALES, MARKETING AND DISTRIBUTION

Satellite services

We generally market our satellite communications services through VARs and internationally through IVARs, international licensees and country representatives. The following chart shows how our low cost, multi-channel distribution network is structured:

VARs and IVARs. We are currently working with 106 VARs and IVARs and seek to continue to increase the number of our VARs and IVARs as we expand our business. The role of the VAR or IVAR is to develop tailored applications that utilize our system and then market these applications to specific, targeted vertical markets. VARs and IVARs are responsible for establishing retail pricing, collecting airtime revenue from end-users and for providing customer service and support to end-users. Our relationship with a VAR or IVAR may be direct or indirect and may be governed by a reseller agreement between us, the international licensee or country representative, on the one hand, and the VAR or IVAR on the other hand, that establishes the VAR’s or IVAR’s responsibilities with respect to the business, as well as the cost of satellite service to the VAR or IVAR. VARs and IVARs are responsible for their own development and sales costs. VARs and IVARs typically have unique industry knowledge, which permits them to develop applications targeted for a particular industry or market. Our VARs and IVARs have made significant investments in developing ORBCOMM-based applications. These applications often require significant time and financial investment to develop for commercial use. By leveraging these investments, we are able to minimize our own research and development costs, increase the scale of our business without increasing overhead and diversify our business risk among many sales channels. VARs and IVARs pay fees for access to our system based on the number of subscriber communicators they have activated on the network and on the amount of data transmitted. VARs and IVARs are also generally required to pay a one-time fee for each subscriber communicator activated on our system and for other administrative charges. VARs and IVARs then typically bill end-users based upon the full value of the application and are responsible for customer care to the end-user.

We are currently working with 48 IVARs. Generally, subject to certain regulatory restrictions, the IVAR arrangement allows us to enter into a single agreement and allows the IVARs to pay a single price on a single invoice in a single currency for worldwide service, regardless of the territories they are selling into, thereby avoiding the need to negotiate prices with individual international licensees and country representatives. We pay our international licensees and country representatives a commission on revenues received from IVARs from each subscriber communicator activated in a specific territory.

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International licensees and country representatives. We generally market and distribute our services outside the United States and Canada primarily through international licensees and country representatives, including through our subsidiary, Satcom International Group Plc. which has entered into country representative agreements with our affiliated international licensee, ORBCOMM Europe LLC, covering the United Kingdom, Ireland and Switzerland and a service license agreement covering substantially all of the countries of the Middle East and a significant number of countries of Central Asia. In addition, ORBCOMM Europe and Satcom have entered into an agreement obligating ORBCOMM Europe to enter into a country representative agreement for Turkey with Satcom, if the current country representative agreement for Turkey expires or is terminated for any reason. We rely on these third parties to establish business in their respective territories, including obtaining and maintaining necessary regulatory and other approvals, as well as managing local VARs. In addition, we believe that our international licensees and country representatives, through their local expertise, are able to operate in these territories in a more efficient and cost-effective manner. We currently have agreements covering over 160 countries and territories through our seven international licensees and 11 country representatives. As we seek to expand internationally, we expect to continue to enter into agreements with additional international licensees and country representatives, particularly in Asia and Africa. International licensees and country representatives are generally required to make the system available in their designated regions to VARs and IVARs.

In territories with multiple countries, it is typical for our international licensees to appoint country representatives. Country representatives are sub-licensees within the territory. They perform tasks assigned by the international licensee. In return, the international licensees are responsible for, among other things, operating and maintaining the necessary gateway earth stations within their designated regions, obtaining the necessary regulatory approvals to provide our services in their designated regions, and marketing and distributing our services in such regions.

Country representatives are entities that hold regulatory approvals and maintain licenses to operate our system within their designated countries. As a U.S. company, we cannot legally hold a license to operate as a telecommunications provider in some countries and our country representative program permits us to serve many international markets. In some cases, a country representative enters into a joint venture with us. In other cases, the country representative is an independent entity that pays us fees based on the amount of airtime usage on our system. Country representatives may distribute our services directly or through a distribution network made up of local VARs.

Subject to certain limitations, our service license agreements grant to the international licensee, among other things, the exclusive right (subject to our right to appoint IVARs) to market services using our satellite system in a designated region and a limited right to use certain of our proprietary technologies and intellectual property.

International licensees and country representatives who are appointed by us pay fees for access to the system in their region based on the number of subscriber communicators activated on the network in their territory and the amount of data transmitted through the system. We may adjust pricing in accordance with the terms of the relevant agreements. We pay international licensees and country representatives a commission based on the revenue we receive from IVARs that is generated from subscriber communicators that IVARs activate in their territories.

We have entered into or are negotiating new service license or country representative agreements with several international licensees and country representatives, respectively, including former licensees of ORBCOMM Global L.P. and new groups consisting of affiliates of former licensees of ORBCOMM Global L.P. Until new service license agreements are in place, we will operate in those regions where a licensee has not been contracted either pursuant to letters of intent entered into with such licensee or

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pursuant to the terms of the original agreements with ORBCOMM Global L.P., as is currently the case in Japan, South Korea and Malaysia. There can be no assurance we will be successful in negotiating new service license or country representative agreements.

Subscriber communicators

Our subsidiary, Stellar, markets and sells subscriber communicators manufactured by Delphi directly to customers. We also earn royalties from the sale of subscriber communicators manufactured by third parties. We currently have a Cooperation Agreement with Stellar and Delphi’s parent, Delphi Corporation, pursuant to which Delphi has agreed to provide manufacturing support for Stellar subscriber communicators. We believe that declining prices for our subscriber communicators have opened further the market for ORBCOMM-based applications. We will seek to increase the functionality, variety and reliability of our subscriber communicators, while at the same time providing cost savings to end-users.

COMPETITION

Currently, we are the only commercial provider of below 1 GHz band, or little LEO, two-way data satellite services optimized for narrowband. However, we are not the only provider of data communication services, and we face competition from a variety of existing and proposed products and services. Competing service providers can be divided into three main categories: terrestrial tower-based, low-Earth orbit mobile satellite and geostationary satellite service providers.

Terrestrial tower-based networks

While terrestrial tower-based networks are capable of providing services at costs comparable to ours, they lack seamless global coverage. Terrestrial coverage is dependent on the location of tower transmitters, which are generally located in densely populated areas or heavily traveled routes. Several data and messaging markets, such as long-haul trucking, railroads, oil and gas, agriculture, utility distribution and heavy construction, have significant activity in sparsely populated areas with limited or no terrestrial coverage. In addition, there are many different terrestrial systems and protocols, so service providers must coordinate with multiple carriers to enable service in different coverage areas. In some geographic areas, terrestrial tower-based networks have gaps in their coverage and may require a back-up system to fill in such coverage gaps.

Low-Earth orbit mobile satellite service providers

Low-Earth orbit mobile satellite service providers operating above the 1 GHz band, or big LEO systems, can provide data connectivity with global coverage that can compete with our communications services; however, to date, the focus of big LEO satellite service providers has been primarily on circuit-switched communications tailored for voice traffic, which, by its nature, is less efficient for the transfer of short data messages because they require a dedicated circuit that is time and bandwidth intensive when compared to the amount of information transmitted. Additionally, a circuit-switched network does not support multicast or broadcast messaging for the transmission of the same data to multiple users. These systems are still in the early stages with respect to the development of data terminals and integration of applications and they entail significantly higher costs for the satellite fleet operator and the end-users. Our principal big LEO mobile satellite service competitors are Globalstar Telecommunications Ltd. and Iridium Holdings LLC.

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Geostationary satellite service providers

Geostationary satellite system operators can offer services that compete with ours. Certain pan-regional or global systems (operating in the L or S bands), such as Inmarsat plc, are designed and licensed for mobile high-speed data and voice services. However, the equipment cost and service fees for narrowband, or small packet, data communications with these systems is significantly more expensive than for our system. Some companies, such as the OmniTracs subsidiary of QUALCOMM Incorporated, which uses SES Global S.A.’s satellites (operating in C and Ku bands) have developed technologies to use their bandwidth for mobile applications. We believe that the equipment cost and service fees for narrowband data communications using these systems is also significantly higher than ours, and that these geostationary providers cannot offer global service with competitive communications devices and costs. In addition, these geostationary systems have other limitations that we are not subject to. For example, they require a clear line of sight between the communicator equipment and the satellite, are affected by adverse weather or atmospheric conditions, and are vulnerable to catastrophic single point failures of their satellites with limited backup options.

RESEARCH AND DEVELOPMENT

VARs incur the majority of research and development costs associated with developing applications for end-users. Although we provide assistance and development expertise to our VARs, such as certifying applications for use with our communications system, we do not engage in significant research and development activities of our own. With respect to development of our next-generation satellites, we do not incur direct research and development costs; however, we contract with third parties who undertake research and development activities in connection with supplying us with satellite payloads, buses and launch vehicles.

We have invested and continue to invest in development of advanced features for our subscriber communicator hardware. For instance, Stellar paid approximately $525,000 to Delphi in 2005 in connection with the development of next-generation subscriber communicators that should provide increased functionality at a lower cost.

BACKLOG

The backlog of subscriber communicators at our Stellar subsidiary (one of three subscriber communicator manufacturers for our system) as of March 31, 2006 was 66,556 units, or approximately $11.5 million, as compared with a backlog of 35,930 units, or approximately $7.9 million as of March 31, 2005 (net of a 52,000 unit order that was removed based on our assessment of the customer’s inability to fulfill the purchase order). We believe that approximately $7.3 million of the backlog as of March 31, 2006 will be filled during the current fiscal year and that the majority of the remainder will be filled in fiscal 2007. Although we believe that the orders included in backlog are firm, certain orders may be cancelled without penalty.

In addition, our “pre-bill backlog”, which represents subscriber communicators activated, but not yet billing, was 15,497 units as of March 31, 2006, as compared with a pre-bill backlog of 12,409 units as of March 31, 2005. We believe that the majority of units that comprise our pre-bill backlog will be billable within a one-year period. We are not able to determine pre-bill backlog in dollars because the service costs for each subscriber communicator varies by customer.

INTELLECTUAL PROPERTY

We use and hold intellectual property rights for a number of trademarks, service marks and logos for our system. We have one main mark— “ORBCOMM”— which is registered in over 125 countries. In addition, we currently own or have applied for four patents relating to various aspects of our system,

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and at any time we may file additional patent applications in the appropriate countries for various aspects of our system.

We believe that all intellectual property rights used in our system were independently developed or duly licensed by us, by those we license the rights from or by the technology companies who supplied portions of our system. We cannot assure you, however, that third parties will not bring suit against us for patent or other infringement of intellectual property rights.

Our patents cover various aspects of the protocol employed by our subscriber communicators. In addition, certain intellectual property rights to the software used by the Stellar subscriber communicators is cross-licensed between Stellar and Delphi.

EMPLOYEES

As of March 31, 2006, we had 82 full-time employees, 22 of whom are at our Fort Lee, New Jersey headquarters and 60 of whom are at our Dulles, Virginia network control center and offices. Our employees are not covered by any collective bargaining agreements and we have not experienced a work stoppage since our inception. We believe that our relationship with our employees is good.

PROPERTIES

We currently sublease approximately 7,000 square feet of office space in Fort Lee, New Jersey and lease approximately 25,000 square feet of office space in Dulles, Virginia. We also lease approximately 25,000 square feet of additional space in Virginia for storage. In addition, we currently own and operate five gateway earth stations at the following locations, three situated on owned real property and two on real property subject to long-term leases:

Gateway	Real Property Owned or Leased	Lease Expiration
St. John’s, Arizona	Owned	n/a
Arcade, New York	Owned	n/a
Curaçao, Netherlands Antilles	Owned	n/a
Ocilla, Georgia	Leased	March 12, 2013
East Wenatchee, Washington	Leased	May 4, 2008

We currently own or lease real property sufficient for our business operations, although we may need to own or lease additional real property in the future.

LEGAL PROCEEDINGS

Quake

On February 24, 2005, Quake Global, Inc. filed a four-count action for damages and injunctive relief against ORBCOMM LLC, our wholly owned subsidiary, Stellar, and Delphi Corporation, in the U.S. District Court for the Central District of California, Western Division. The action alleges antitrust violations, breach of contract, tortious interference and improper exclusive dealing arrangements. Quake claims damages in excess of $15 million and seeks treble damages, costs and reasonable attorneys’ fees, unspecified compensatory damages, punitive damages, injunctive relief and that we be required to divest ourselves of the assets we had acquired from Stellar and reconstitute a new and effective competitor. On April 21, 2005, we filed a motion to dismiss or to compel arbitration and dismiss or stay the proceedings, which the District Court denied. On July 19, 2005, we and Stellar took an interlocutory appeal as of right to the Court of Appeals for the Ninth Circuit from the denial of our motion to dismiss. The appeal has been fully briefed and oral argument is expected in or around the fourth quarter of 2006. On December 6, 2005, we filed our answer and counterclaims to Quake’s complaint.

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Business

Separately, we served notices of default upon Quake in July and September 2005 under our Subscriber Communicator Manufacturing Agreement. On September 23, 2005, we commenced an arbitration with the American Arbitration Association seeking (1) a declaration that we have the right to terminate our Subscriber Communicator Manufacturing Agreement with Quake; (2) an injunction against Quake’s improperly using the fruits of contractually-prohibited non-segregated modem design and development efforts in products intended for use with the systems of our competitors; and (3) damages. Quake has filed an answer with counterclaims to our claims in the arbitration. The arbitration hearing is currently being scheduled for the week of November 13, 2006.

ORBCOMM Asia

On September 30, 2005, ORBCOMM Asia Limited, or OAL, delivered to us, ORBCOMM Holdings LLC, ORBCOMM LLC, Jerome Eisenberg, our Chairman of the Board, Chief Executive Officer and President, and Don Franco, a former officer of ours, a written notice of its intention to arbitrate certain claims of breach of contract and constructive fraud related to the Memorandum of Understanding dated May 8, 2001 and seeking an award of $3.2 million in actual and compensatory damages and $5 million in punitive damages. On May 10, 2006, OAL quantified its lost profit claim at $27.6 million. We believe OAL is approximately 90% owned by Gene Hyung-Jin Song, who is also a stockholder of ours. See “Certain relationships and related party transactions— ORBCOMM Asia Limited”. On October 13, 2005, we, ORBCOMM Holdings LLC, ORBCOMM LLC, Jerome Eisenberg and Don Franco received notification from the International Centre for Dispute Resolution, a division of the American Arbitration Association, that it had received the demand for arbitration from OAL. On October 19, 2005, ORBCOMM Inc., ORBCOMM Holdings LLC, ORBCOMM LLC, Jerome Eisenberg and Don Franco filed a petition, by order to show cause, in New York Supreme Court seeking a stay of the arbitration as to all parties other than OAL and ORBCOMM LLC on the ground that those parties were not signatories to the Memorandum of Understanding which contains the arbitration provision upon which the arbitration was based. By order dated January 31, 2006, the Supreme Court of the State of New York permanently stayed the arbitration as to all parties other than ORBCOMM LLC and OAL. The arbitration hearing on the claims between OAL and ORBCOMM LLC is currently scheduled for June 8-9, 2006. See “Certain relationships and related party transactions—ORBCOMM Asia Limited”.

We are subject to various other claims and assessments in the normal course of our business. While it is not possible at this time to predict the outcome of the litigation discussed above with certainty and while some lawsuits, claims or proceedings may be disposed of unfavorably to us, based on its evaluation of matters which are pending or asserted our management believes the disposition of such matters will not have a material adverse effect on our business, financial condition or results of operations. An unfavorable ruling could include money damages or injunctive relief. There is the possibility of a material adverse impact on the results of operations of the period in which the matter is ultimately resolved, if it is resolved unfavorably, or in the period in which an unfavorable outcome becomes probable and reasonably estimable.

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OVERVIEW

Our data communications services are provided by our proprietary two-way satellite system, which is designed to provide “near-real-time” and “store-and-forward” communication to and from both fixed and mobile assets around the world.

Our system has three operational segments:

†	The space segment, which consists of a constellation of 30 operational satellites in multiple orbital planes between 435 and 550 miles above the Earth;
†	The ground and control segment, which consists of thirteen operational gateway earth stations that send signals to and receive signals from the satellites, five gateway control centers that process message traffic and forward it through the gateway earth stations to the satellites or to appropriate terrestrial communications networks for transmission to the back-office application or end-user and the network control center (including two of the five gateway control centers) located in Dulles, Virginia, which monitors and manages the flow of information through the system and provides the command, control and telemetry functions to optimize satellite availability; and
†	The subscriber segment, which consists of the subscriber communicators used by end-users to transmit and receive messages to and from their assets and our satellites.

For most applications using our system, data is generated by an end-user application and transferred to a subscriber communicator, which reformats the data and transmits it to the next satellite that comes into view. The data is routed by the satellite to the next gateway earth station it successfully connects to, which in turn forwards it to the associated gateway control center. Within the gateway control center, the data is processed and forwarded to its ultimate destination after acknowledgement to the subscriber communicator that the entire data message content has been received. The destination may be another subscriber communicator, a pager, a cellular phone, a corporate resource management system or any personal or business Internet e-mail address. In addition, data can be sent in the reverse direction (a feature which is utilized by many applications to remotely control assets).

When a satellite is in view of and connected to a gateway earth station at the time it receives data from a subscriber communicator, a transmission is initiated to transfer the data in what we refer to as “near-real-time” mode. In this “near-real-time” mode, the data is passed immediately from a subscriber communicator to a satellite and onto the gateway earth station to the appropriate control center for routing to its final destination. When a satellite is not immediately in view of a gateway earth station, the satellite switches to a store-and-forward mode to accept data in “GlobalGram” format. These GlobalGrams are short messages (consisting of data of up to approximately 200 bytes) and are stored in a satellite until it can connect through a gateway earth station to the appropriate control center. The automatic mode-switching capability between near-real-time service and GlobalGram service allows the satellite network to be constantly available to subscriber communicators worldwide regardless of their location.

End-user data can be delivered by the gateway control center in a variety of formats. Communications options include private and public communications links to the control center, such as standard Internet, dedicated telephone company and VPN-based transports. Data can also be received via standard e-mail protocols with full delivery acknowledgement as requested, or via our Internet protocol gateway interface in HTML and XML formats. Wherever possible, our system makes use of existing, mature technologies and conforms to internationally accepted standards for electronic mail and web technologies.

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SPACE SEGMENT

At present, we have thirty operational satellites in six orbital planes providing worldwide coverage. We have authority under our FCC licenses to operate up to a total of forty-eight satellites. Additional satellites we launch will further reduce our network latency and enhance service levels for our customers.

Planes A, B, C and D, our primary planes, contain six to eight satellites each, constitute the main part of the constellation and provide the coverage to regions between approximately 60 degrees north and south latitudes. The orbits are designed to provide optimum coverage between 20 and 55 degrees latitude in both the Northern and Southern hemispheres, which include the principal economic centers of the world. Planes F and G contain one satellite each and provide polar coverage.

Unlike geostationary satellites, our satellites are relatively small in size, weighing less than one hundred pounds and measuring only forty-two inches in diameter and six inches in height before deployment. The relatively small size of our satellites is made possible by the fact that our first-generation satellites do not require a propulsion system (although a small propulsion system is installed) to maintain the satellites in the appropriate orbit and have significantly lower power requirements as compared to geostationary satellites.

Our satellites are equipped with a VHF and Ultra High Frequency, or UHF, communication payload capable of operation in the 137.0-150.05 MHz and the 400.075-400.125 MHz bands. The use of the system uplink (Earth-to-space) spectrum is managed by an on-board computer that employs the ORBCOMM-pioneered Dynamic Channel Activity Assignment System, or DCAAS. DCAAS continuously scans the authorized spectrum, identifies frequencies in use by other users of the frequency band and assigns subscriber communication uplink channels to minimize interference. DCAAS changes the uplink frequency at least every 15 seconds, which allows our system to coexist with the current users of the VHF frequency band, and limits interference to acceptable levels.

The gateway earth stations and the subscriber communicators communicate with the satellites in the same VHF band, thus eliminating the design complexity, as well as the associated bulk, power and cost of supporting multiple communication equipment on a single satellite. Our satellites also contain packet-routing communications capability, including a limited store-and-forward capability.

Satellite Health. We believe that our satellite performance remains stable and sufficient for the use of our customers. Our satellite availability, or the percentage of time that a satellite is available to pass commercial traffic, was 97% for the first three months of 2006. Twenty-three of the thirty operational satellites have aggregate average availability over 99.4%. With the high probability of several satellites in view at any one time, especially in the primary coverage area, and the constant motion of the satellites, the time a satellite is unavailable is relatively insignificant.

Due to our satellite constellation architecture, which consists of numerous independent satellites, our space segment is inherently redundant and service quality is not significantly affected by individual satellite failures. Of the original 35 satellites launched since 1995, one early prototype reached its anticipated operational life and four other satellites experienced failures in their early stages rendering them unable to provide commercial service. Our system has experienced minor degradation over time, equal to less than 0.5% over the past four years (excluding four satellites that have slightly lower commercial service capability). The last mission-ending failure occurred in October 2000, prior to our acquisition of the satellite constellation, when a satellite experienced a processor malfunction. These failures are less than anticipated failure rates and demonstrate the benefits of a distributed satellite system architecture like ours.

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The following chart provides an overview of our satellite constellation, including the availability of the individual satellites, the intended date of launch for its replacement satellite and other information regarding the operational status of our space segment.

	Availability				Expected
	for 1Q		Launch		Replacement
Sat ID	2006		Date		Launch Date		Satellite Operational Status
A1		99.7%		Dec-97		4Q ’07	Antenna anomaly reduces communications capabilities
A2		96.3%		Dec-97		4Q ’07	Antenna anomaly reduces communications capabilities
A3		97.8%		Dec-97		4Q ’07	Antenna anomaly and subscriber transmitter burn-out reduces communications capability
A4		99.6%		Dec-97		*	Antenna anomaly reduces communications capabilities
A5		99.5%		Dec-97		*	Antenna anomaly reduces communications capabilities
A6		99.2%		Dec-97		4Q ’07	Antenna anomaly reduces communications capabilities
A7		98.2%		Dec-97		4Q ’07	Antenna anomaly and subscriber transmitter burn-out reduces communications capability
A8		98.2%		Dec-97		4Q ’07	Antenna anomaly and subscriber transmitter burn-out reduces communications capability
B1		99.6%		Aug-98		3Q ’08	Antenna anomaly reduces communications capabilities
B2		99.7%		Aug-98		3Q ’09	Normal operation
B3		99.6%		Aug-98		3Q ’09	Normal operation
B4		99.7%		Aug-98		*	Normal operation
B5		99.6%		Aug-98		3Q ’08	Antenna anomaly reduces communications capabilities
B6		99.8%		Aug-98		*	Normal operation
B7		99.6%		Aug-98		3Q ’10	Normal operation
B8		99.3%		Aug-98		3Q ’10	Normal operation
C1		83.1%		Sep-98		3Q ’08	Piece part failure limits ‘nighttime’ operation
C2		99.6%		Sep-98		3Q ’08	Normal operation
C3		99.6%		Sep-98		3Q ’09	Normal operation
C4		99.8%		Sep-98		3Q ’09	Normal operation
C5		99.5%		Sep-98		3Q ’10	Normal operation
C7		99.3%		Sep-98		3Q ’10	Normal operation
D2		99.8%		Dec-99		3Q ’08	Battery anomaly limits ‘nighttime’ operation
D3		99.7%		Dec-99		3Q ’09	Normal operation
D4		69.7%		Dec-99		3Q ’08	Battery anomaly prevents ‘nighttime’ operation
D6		99.6%		Dec-99		3Q ’09	Normal operation
D7		99.7%		Dec-99		3Q ’10	Normal operation
D8		99.8%		Dec-99		3Q ’10	Antenna anomaly reduces communications capabilities
F2		79.8%		Apr-95		3Q ’06	Central processor occasionally stops operating
G2		99.4%		Feb-98		*	Antenna anomaly reduces communications capabilities

*  Next-generation replenishment plan requires only six satellites per orbital plan. Replacement launch dates noted with an asterisk are not currently planned. If market demands increase or lower latencies are required, we may exercise any options we may have to acquire additional satellites to supplement or expand our constellation.

Recent Upgrades. Beginning in 2002, we implemented several operational changes and software updates that we believe have enhanced the expected life of the satellites. The majority of these changes focused on extending the life of the primary life-limiting component— the nickel hydrogen batteries— which power the satellites. Battery lifetime is a function of the number of discharge cycles (when power stored in the batteries is used) and the amount of power used during each such discharge cycle or depth of discharge, or DOD. Satellites experience a discharge cycle on nearly every orbit because they enter an eclipse period when the Earth is between the satellite and the sun, or an “Eclipse Period”. Since the constellation configuration is constant, the number of discharge cycles cannot be

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altered. The battery lifetime improvements are focused primarily on reducing DOD. This was accomplished by reducing the power consumption during an Eclipse Period.

The subscriber transmitter and the battery heaters are the highest power consumption devices on the satellite and the primary devices affecting DOD. The subscriber transmitter provides the system downlink communication from the satellite to a subscriber communicator. During an Eclipse Period the radio frequency energy needed to establish a connection with a subscriber communicator is greatly reduced because radio frequency interference generated by terrestrial users within our VHF band is very low. We took advantage of this condition to implement a power saving mode which reduces the subscriber transmitter output power during an Eclipse Period, thus reducing DOD.

In order to maintain operations within the batteries’ fairly narrow temperature-operating band, heaters installed on the batteries were designed to automatically turn on when the battery temperature dropped below a specified level. We were able to reprogram the satellites to turn on the heater to pre-heat the batteries prior to an Eclipse Period when the satellite is operating under solar power and then turn off the heaters during an Eclipse Period. This allows the batteries to maintain a temperature within the operating band through the Eclipse Period without the need to use the batteries to power the heaters. The combination of reduced transmitter and heater power has significantly reduced the DOD. We believe these changes have increased our estimated satellite lifetime to nine to twelve years.

Replacement Satellites. Although these lifetime-enhancing upgrades and constellation changes have delayed the need for additional satellites, we recognize that a next-generation of satellites will be necessary for us to continue to provide our services in the future. We believe our next-generation of satellites should adhere to the following requirements: (1) backwards compatibility so that current subscriber communicators do not have to be replaced; (2) an increased individual satellite design lifetime; (3) increased satellite communications capacity; and (4) increased propulsion for multiple plane replenishment on a single launch and to meet new FCC de-orbit guidelines which call for us to remove our satellites from orbit within 25 years of such satellite’s end of life. Our current intention is to replenish our constellation in a number of phases. First, we are under contract with the United States Coast Guard to conduct a demonstration test to validate the ability to receive AIS signals from marine vessels over 300 tons using a single satellite that also satisfies full functionality with our communications system. The satellite is in the final integration and test phase with a planned launch in the third quarter of 2006. Second, we intend to conduct a “quick-launch” by the end of 2007 to replace our Plane A satellites with six satellites with slightly upgraded communication capability. Finally, we intend to launch at least 18 next-generation satellites with increased communications capabilities beginning in 2008. As a result, through a series of five launches, we intend to add at least 25 quick-launch and next-generation satellites. Flexibility in the number of satellites per launch, the number of satellites inserted into each plane and target plane will allow us to modify our plans within just a couple of months before launch. In addition, we intend to require our satellite manufacturers to include options for additional satellites that can be launched on an accelerated schedule if the market demands such an increase or if lower latencies are required or to mitigate a launch failure.

On April 21, 2006, we entered into an agreement with Orbital Sciences Corporation to supply us with the payloads for our six quick-launch satellites, with options for two additional payloads. The firm fixed price for the six payloads is $17 million, or up to a total of $21.4 million if the options for the two additional payloads are exercised, subject to price adjustments for late penalties and on-time or early delivery incentives. Orbital Sciences Corporation built our current fleet of 30 satellites and will be reusing much of the existing technology that was developed for those satellites. These new payloads will be augmented with an AIS receiver for supporting global maritime navigation objectives as well as an additional set of receivers to increase the messaging capacity of each new satellite.

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We are using a competitive bid process in selecting a satellite or launch services provider, and as a result, we believe this will improve our ability to negotiate the best price for our next-generation satellites. Several manufacturers have already expressed an interest in building the next-generation satellites and are willing to perform some up-front work prior to the bidding process. In order to meet the 2007 anticipated launch date of our quick-launch satellites, we commenced the bidding process at the end of 2005, and awarded the payload contract in April 2006 and plan to award the satellite bus and launch services contracts in the third quarter of 2006. Following this award, we plan to start negotiations for the next-generation satellites and plan to award contracts in mid-to-late 2006.

GROUND/ CONTROL SEGMENT

The ground segment consists of gateways strategically located throughout the world. The role of each gateway is to provide access to the space segment and to interface with public and private data networks including the Internet. The major elements of the ground and control segment include:

†	a gateway earth station, which consists of two radomes, with enclosed VHF tracking antennas, one of which is largely redundant, and associated pedestals, controllers and radio equipment, an uninterruptible power source and a back-up power generator;
†	an associated gateway control center, which processes the data and provides the interconnection to the terrestrial communications networks; and
†	a network control center which manages the gateway elements and monitors and controls the satellites.

The gateway earth station-to-satellite links have been designed to make use of single uplink and downlink channels for all of the satellites using a Time Division Multiple Access, or TDMA, protocol which permits gateway earth stations to communicate with satellites and providing a simple handover of a satellite from gateway earth station to gateway earth station under the centralized control of the gateway control center.

Providing services using our system in a particular region requires an appropriately located gateway earth station, unless GlobalGram operation is used by the operator of the subscriber communicator. Gateway earth stations connect to satellites above a maximum of five degrees elevation and cover a large, approximately circular footprint with a radius of approximately 3,300 miles. Command, control and monitoring of gateway earth stations is provided by the associated gateway control center. The North American gateway control center is located in Dulles, Virginia, and currently services five gateway earth stations located in New York, Arizona, Georgia, Washington and Curaçao serving the United States, Canada, Mexico, the Caribbean, Greenland and a portion of South America. The European gateway control center is also located in Dulles, Virginia, and currently services four gateway earth stations located in Italy, Kazakhstan, Malaysia and Morocco. Additionally, we have operational gateway control centers located in Brazil, Japan and South Korea, as well as their associated gateway earth stations located in those same countries. The Brazilian gateway control center also controls the Argentine gateway earth station. We recently installed a new gateway earth station in Kazakhstan and restored a gateway earth station in Malaysia. We plan to install additional gateway earth stations in Australia, South Africa, Sub-Saharan Africa, the Middle East, Turkey, India, China, Indonesia, Russia and Taiwan, subject to our obtaining, or our international licensees or country representatives obtaining, the necessary regulatory approval and financing.

The core control segment of our system is housed at the network control center in Dulles, Virginia. The control segment currently houses the gateway control centers for North America and Europe, and includes a network management system, which monitors the status of all network elements, and a space vehicle management system. The existing network control center is equipped with fault-tolerant

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hardware. Standard building power is supplemented with both an uninterruptible power supply system and an automatic emergency generator. Through the network control center, operations staff has the ability to command, control and monitor all satellite assets and certain gateway earth stations through the gateway control centers we control.

We are planning to upgrade our architecture by connecting other gateway earth stations to gateway control centers located at the network control center in Dulles, Virginia. The connection of gateway earth stations in Curaçao, Morocco and Italy was completed in 2003-2004. Provisioning of subscriber communicators on the North American and European gateway control centers is currently being performed in Dulles, Virginia. In 2005, we centralized all other operations related to those gateway control centers. In addition, all future gateway earth stations are expected to be connected through and operated by gateway control centers located at the network control center in Dulles, Virginia, unless local regulations require a local gateway control center. Connecting such gateway earth stations to gateway control centers located at the network control center improves the network for the following reasons:

†	Improved roaming capability for end-users. Centralized provisioning provides simplified access for end- users to all of North America, South America, North Africa and Europe.
†	Centralized view of worldwide satellite coverage. The network control center will have a centralized view of worldwide satellite coverage in areas serviced by gateway earth stations around the globe. This will provide us with improved control of satellites and the ability to respond quickly to space anomalies.

Today, the day-to-day operation of a gateway control center requires multiple personnel to be present 24 hours a day, 365 days a year. International gateway control center staff requirements will be reduced with the realization of this centralized design plan, and consequently, our international licensees expect their operating expenditures to decrease as their staffing requirements are reduced.

Gateway Health. We believe that the functionality of the ground segment of our system remains stable and sufficient for the use of our customers. The gateway earth stations in the United States are performing well. Several infrastructure upgrades have been completed over the past few years including software supports between the gateway earth stations and the network control center, improved power conditioning and control, and improved remote monitoring.

In general, our international gateway control centers are stable. Our gateway control centers located in Brazil, Korea and Japan have all regularly exceeded 95% availability on a month-to-month basis. In addition, the majority of our international gateway earth stations are performing well. While we intend to continue to proactively provide preventative maintenance and training to the international operators of gateway earth station and gateway control center segments, we believe that our international ground segment components remains sufficient to provide a consistent level of availability and quality for the use of our customers.

SUBSCRIBER SEGMENT

The subscriber segment consists of various models of subscriber communicators, some of which are intended for general use and some of which are designed to support specific applications. The subscriber communicator models include:

†	vehicle-powered subscriber communicators that accept wide input voltage ranges;
†	subscriber communicators that have built-in application processors which allow customers to write specific applications;

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†	a simple modem that has only power and serial data inputs, which are used for fixed site applications where global positioning system, or GPS, is not needed, or in applications where we are replacing an existing communications device such as cellular communications device; and
†	full-featured devices that include application processor, multiple inputs, battery charger, GPS and weather- tight enclosure.

The subscriber communicators targeted for M2M industrial applications are designed to interface with sensors or control devices through a variety of industry-standard interfaces. In addition to supporting our own serial interface, subscriber communicators with application processors have been programmed to interface with external devices in that device’s native serial data structure, eliminating the need for an external translation device. They are usually enclosed in specialized, heavy-duty packaging enabling the units to operate even in extreme environmental conditions.

For many mobile applications, the addition of GPS functionality allows not only the tracking of assets, but the capability to add geo-fencing features into the subscriber communicator. Utilizing GPS and application programming, users can receive alerts when their remote assets are moving or when their assets have entered or exited a defined area. The subscriber communicators targeted for the messaging market incorporate interfaces such as integrated keyboards or touch-sensitive screens. Subscriber communicators used for asset tracking are usually equipped with GPS receivers, permitting the user or application to determine the subscriber communicator’s location anywhere in the world.

Our subscriber communicators have also been integrated with other communication devices to provide dual-mode solutions that are compatible with multiple cellular networks. These dual-mode solutions allow us to augment the primary communications path and ensure that remote data is transmitted on our network when the subscriber communicator is located outside the cellular network’s coverage area.

To ensure the availability of subscriber communicators having different functional capabilities in sufficient quantities to meet demand, we have provided extensive design specifications and technical and engineering support to our subscriber communicator manufacturers. We have three subscriber communicator manufacturers: Mobile Applitech, Inc., Quake Global, Inc. and our Stellar Satellite Communications, Ltd. subsidiary. Stellar’s newest model of subscriber communicators are being designed and manufactured by Delphi, a subsidiary of Delphi Corporation, a tier one automotive supplier. As part of our arbitration proceeding instituted against Quake we are seeking a declaration that we have the right to terminate our subscriber communicator manufacturing agreement with Quake.

In many cases, the manufacturers are working on their third or fourth generation designs and have incorporated application specific integrated circuits, or ASICs, into their subscriber communicators. The inclusion of ASICs has reduced the cost while increasing the performance of subscriber communicators.

SYSTEM STATUS

Our satellites are distributed in multiple planes and at various inclinations to maximize geographic coverage and concentrate the service over regions with the most demanding data delivery and latency requirements. In these regions, we believe that in the majority of cases, messages will be transmitted from the subscriber communicator to a gateway earth station in less than forty-five seconds for six byte messages. Satellite coverage is provided to the entire globe, but because of the constant movement of our satellites, coverage over a given point varies depending on the position of the subscriber communicator relative to the satellites. We believe these performance results are well within acceptable parameters for the commercial use of our system by our current customers. Moreover, we expect that performance will improve as we deploy our next-generation satellites and further reduce the latency on our network.

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Sending messages in near-real-time also requires that a satellite be connected to a gateway earth station at the time the message is received by the satellite from the subscriber communicator. There are currently thirteen gateway earth stations deployed around the world. Territories outside those covered by these gateway earth stations are currently served exclusively by GlobalGram service (messages are stored in the satellite until it reaches the next gateway earth station, where they are downloaded and, distributed as required by the user).

Network capacity

Although the capacity of a messaging system can be measured in a number of different ways, we believe the maximum sustainable rate of message processing, or throughput, is the most relevant measure for our business. For our system, this rate is highly dependent on the type and size of messages, as well as the geographic distribution of our customers’ subscriber communicator units and the temporal distribution of their messages. Our current system is able to support our existing global customer base and we believe that our system will be able to support any increases currently anticipated through the expected launch dates of our quick-launch and next-generation satellites. Each major component of our system is scalable, and our system upgrade and capital expenditure plans are designed to ensure that system capacity stays well ahead of anticipated customer demand.

The communication link between the subscriber communicator and the satellite is the portion of our system that most directly limits the capacity of our network. The communications protocol employs three different subscriber communicator to satellite links, one downlink and two uplinks. One uplink is used chiefly for message initiation, short messages and acknowledgements, while the second is reserved for transmitting the content of longer messages. Each satellite has six subscriber receiver channels, each of which can be configured to service either uplink type. This capability provides us with the flexibility to tune the satellites to the message volume, thereby maximizing throughput.

In response to an analysis in 2005 indicating that our message processing efficiency was sub-optimal, we are modifying system configuration mechanisms and software to improve the capacity of our communications system.

In addition, we can increase network capacity by deploying additional satellites with enhanced subscriber uplink capacity. Our current FCC license permits us to operate 18 additional satellites in addition to our existing 30-satellite constellation. Beginning in the third quarter of 2006, we intend to launch the first of our planned 25-satellite replenishment and enhancement program, including six quick-launch satellites in the end of 2007 and our next-generation satellites beginning in 2008. Each of the quick-launch satellites will have 13 subscriber receiver channels and each of the next-generation satellites will have at least 27 subscriber receiver channels, which is expected to improve the subscriber communicator-to-satellite uplink capacity and overall throughput on our network.

Finally, frequency spectrum can be a concern for some systems. However, we currently have sufficient spectrum authorized to accommodate our next-generation satellite system. Additional spectrum in our VHF band has been abandoned by our failed satellite-based competitors and may be made available for our use by the FCC.

OUR TECHNOLOGY

Non-interference generally

Our system operates both in the United States and in other countries using radio frequency spectrum in the range of 137-150 MHz, along with use of a timing channel downlink at 400.1 MHz. Specific frequency band portions used within this range are allocated on a co-primary basis by the International Telecommunication Union, or the ITU, in the International Table of Frequency

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Allocations or the International Table, for use by Below 1 GHz Band Low-Earth Orbit Mobile Satellite Service systems (also known as little LEO systems). Under International Table provisions, the uplink operations of little LEO systems may not interfere with or constrain the growth of certain other co-primary-allocated services operating in the same frequency bands and little LEO systems may not claim interference protection from those other co-primary services, including military push-to-talk terrestrial radios in the uplink band and meteorological satellites in the downlink bands. We believe that our Dynamic Channel Activity Assignment System, or DCAAS, which is specifically designed to avoid uplink interference to and from terrestrial, land mobile or other services allocated by the ITU on a co-primary basis, allows the system to operate in compliance with all of these non-interference restrictions, while fully meeting our service objectives. DCAAS avoids uplink interference by scanning the system’s uplink band approximately every five seconds searching for actively used channels and then assigning subscriber traffic to specific frequencies for the next five-second period based on its assessment of the least used frequencies at the time of the previous scan. Experience to date with nearly ten years of operations has validated the effectiveness of DCAAS in avoiding instances of interference resulting from our subscriber uplink transmissions, although there is no guarantee that harmful interference will not become an issue in the future.

REGULATION OF THE SYSTEM IN THE UNITED STATES

Initial FCC authorization

Any entity seeking to construct, launch, or operate a commercial satellite system in the United States must first be licensed by the FCC. In 1994, ORBCOMM Global L.P. was granted authority to construct, launch and operate a constellation of 36 little LEO satellites (which we refer to as the Space Segment License). In 1995, the FCC separately granted ORBCOMM Global L.P. additional licenses with initial terms of 10 years to: (1) operate four United States gateway earth stations; and (2) deploy and operate up to 200,000 subscriber communicators in the United States. The initial ten-year Space Segment License term commenced on April 11, 1995, upon submission to the FCC of certification that the first two system satellites had been successfully deployed into orbit. In May 2003 the FCC extended all space station licenses to a term of 15 years, so that the Space Segment License will expire on April 10, 2010. The Space Segment License is currently held by ORBCOMM License Corp., a wholly owned subsidiary of ours.

Subsequent system expansion and modification

In March 1998, as part of the little LEO second processing round, the FCC authorized an expansion of our system from 36 to 48 satellites. The FCC also authorized us to use additional downlink frequencies and approved certain other system orbit modifications, subject to certain conditions. Subsequently, the FCC approved additional modifications to the orbital configuration of the system to facilitate improved coverage and system performance. In January 2006, we filed an application with the FCC to increase the number of subscriber communicators in the United States covered by the blanket license from 200,000 to 1,000,000. We anticipate that the FCC will act on our modification request in June 2006; however, there can be no assurance that the modification will be granted on a timely basis or at all. As we launch our next-generation satellites, we may seek to continue operating our existing first-generation satellites to the extent they are still able to provide functionality. This may require us to seek FCC authorization for short-term experimental licenses or special temporary authority to continue to operate these first-generation satellites if we exceed our currently authorized 48 satellite limit.

Our Coast Guard demonstration satellite, scheduled for launch in the third quarter of 2006, carries a standard ORBCOMM payload in addition to the AIS receiver for the U.S. Coast Guard. Our current FCC license permits the operation of replacement satellites that are “technically identical” to those

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The ORBCOMM communications system

already licensed, and because the addition of AIS receive capability does not materially change the satellite’s transmission capabilities, we believe that our existing license grants us authorization to operate this satellite. As a precautionary measure, in March 2006 we also submitted an application to the FCC for authorization to operate the Coast Guard demonstration satellite under an experimental license, although there is no assurance that the FCC will grant the requested authorization. We expect the FCC to act on this application by the end of June 2006.

FCC license conditions

We believe that our system is currently in full compliance with all applicable FCC rules, policies, and license conditions. Although we did not construct and launch the additional twelve satellites authorized in the second processing round by the March 2004 deadline, we timely filed for a three-year extension of the deadline. However, there can be no assurance the FCC will grant the extension, in which case we would need to re-apply for authority to expand our satellite constellation above the originally-authorized 36 satellites. We believe that we will continue to be able to comply with all applicable FCC requirements, although we cannot assure you that it will be the case. Our next-generation satellites will have additional capabilities, and the transmission characteristics will differ from our current satellites. These new satellites may also operate on additional frequency ranges beyond those authorized in our current license. The use of additional frequencies and/or transmission differences of the next-generation satellites would render them not “technically identical” to our current satellites. As a result, a license modification will be required for our next-generation satellites and may be required for our quick-launch satellites. In the past, we have applied for, and have been granted, several license modifications and do not have any reason to believe that the FCC will deny such a modification application in the future. There is no assurance, however, that the FCC will grant any future modification applications.

Access in the United States to certain portions of the uplink and downlink spectrum assigned to our system was made subject to possible future spectrum sharing arrangements with as many as four other little LEO systems that the FCC conditionally authorized in March 1998. Actual implementation of any of these frequency sharing arrangements is governed by, among other things, successful completion of frequency coordination with our system by these other entities, and the timely deployment of operational satellites by one or more of these other license holders, in accordance with their conditional FCC licenses. None of these other four little LEO license holders ever constructed their satellite systems, and the licenses for each of these other systems have been surrendered to the FCC or revoked by the FCC. While other entities could seek to be licensed in the little LEO service by the FCC, to our knowledge no new applications have been submitted to date. If any one or more new entities are licensed and do in fact proceed with system deployment in accordance with the previously established FCC requirements, we believe that there would be no material adverse effect on our system operations, although we cannot assure you it will be the case.

Non-common carrier status

All of our system’s FCC licenses authorize service provision on a “non-common carrier” basis. As a result, the system and the services provided thereby have been subject to limited FCC regulations, but not the obligations, restrictions and reporting requirements applicable to common carriers or to providers of Commercial Mobile Radio Services, or CMRS. There can be no assurance, however, that in the future, we will not be deemed by the FCC to provide services that are designated common carrier or CMRS, or that the FCC will not exercise its discretionary authority to apply its common carrier or CMRS rules and regulations to us or our system.

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The ORBCOMM communications system

License transfer and renewal

In May 2002, following receipt of the requisite FCC consent, we acquired the FCC licenses necessary to own and operate our system from an affiliate of ORBCOMM Global L.P. In early 2004, we sought approval from the FCC for a transfer of control in connection with our Series A preferred stock financing described under “Certain relationships and related party transactions— Series A Preferred Stock Financing”. The FCC approved the transfer of control in December 2004, and transfer occurred shortly thereafter.

The initial term of the Space Segment License ends on April 10, 2010. The FCC’s little LEO space segment license renewal rules require a renewal application to be filed three years prior to its expiration. The initial terms of the licenses for the United States gateway earth stations and subscriber communicators expired on May 17, 2005 and June 12, 2005, respectively and we timely filed for renewal of those licenses. The FCC granted renewals for the five gateway earth station licenses and the blanket subscriber communicator license on April 28, 2005 for a fifteen-year term. Although the FCC has indicated that it is positively disposed towards granting license renewals to existing little LEO licensees that comply with its little LEO licensing policies, there can be no assurance that our satellite system license renewal will be granted in the future. In addition, in January 2006, we filed an application with the FCC to increase the number of subscriber communicators in the United States covered by the blanket license from 200,000 to 1,000,000. We anticipate that the FCC will act on our modification request by June 2006; however, there can be no assurance that the modification will be granted on a timely basis or at all.

United States import and export control regulations

We are subject to U.S. import and export control laws and regulations, specifically the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and the trade sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. We believe that we have obtained all the specific authorizations currently needed to operate our business and believe that the terms of the relevant licenses are sufficient given the scope and duration of the activities to which they pertain.

REGULATION OF OUR SYSTEM IN OTHER COUNTRIES

Communications services

We, the relevant international licensee and/or the relevant international licensee’s country representative in each country outside the United States must obtain the requisite local regulatory authorization before the commencement of service in that country. The process for obtaining the applicable regulatory authorization varies from country to country, and in some instances may require technical studies or actual experimental field tests under the direction and/or supervision of the local regulatory authority. Failure to obtain or maintain any requisite authorizations in any given country or territory could mean that services may not be provided in that country or territory.

Certain countries continue to require that some or all telecommunications services be provided by a government-owned or controlled entity. Therefore, under such circumstances, we may be required to offer our services through a government-owned or controlled entity.

To date the provision of services has been authorized by regulators in jurisdictions where regulatory authority is required in over 75 countries and territories in North America, Europe, South America, Asia and Australia. As part of our international initiative, we are in the process of seeking or assessing the prospect of obtaining regulatory authority in other countries and territories, including China, India, Mexico and Russia. Because our satellites are licensed by the FCC, the scope of the local regulatory

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The ORBCOMM communications system

authority in any given country or territory outside of the United States (with the exception of countries where gateway earth stations are located) is generally limited to the operation of subscriber communicator equipment, but may also involve additional restrictions or conditions. Based on available information, we believe that the regulatory authorizations obtained by us, our international licensees and/or their country representatives are sufficient for the provision of commercial services in the subject countries and territories, subject to continuing regulatory compliance. We also believe that additional local service provision authorizations may be obtained in other countries and territories in the near future.

Non-U.S. gateway earth stations

To date, in addition to those in the United States, gateway earth stations have been authorized and deployed in Argentina, Brazil, Curaçao, Italy, Japan, Kazakhstan, Malaysia, Morocco and South Korea. Gateway earth stations are generally licensed on an individual facility basis. This process normally entails radio frequency coordination within the country of operation for the specific frequencies to be used in the designated geographic location of the subject gateway earth station. This domestic frequency coordination is in addition to any international coordination that may be required, as determined by the proximity of the gateway earth station location to foreign borders (see “—International Regulation of Our System— International frequency coordination and notification”). Based on the best available information, we believe that each of the above-listed gateway earth stations authorizations is sufficient for the provision of our commercial services in the areas served by the relevant facilities. We will need additional gateway earth station authorizations in other countries as we install additional gateway earth stations around the world.

Equipment standards

Each manufacturer of the applicable subscriber communicator is contractually responsible to obtain and maintain the governmental authorizations necessary to operate their subscriber communicators in each jurisdiction. Most countries generally require all radio transmission equipment used within their borders to comply with operating standards that may include specifications relating to required minimum acceptable levels for radiated power, power density and spurious emissions into adjacent frequency bands not allocated for the intended use. Technical criteria established by telecommunications equipment standards issued by the FCC and/or the European Telecommunications Standards Institute, or ETSI, are generally accepted, and/or closely duplicated by domestic equipment approval regulations in most countries. All current models of subscriber communicators comply with established FCC standards and many comply with ETSI standards.

INTERNATIONAL REGULATION OF OUR SYSTEM

International frequency coordination and notification

Our use of certain orbital planes and related system radio frequency assignments, as licensed by the FCC, is subject to the frequency coordination and registration process of the ITU. In order to protect satellite systems from harmful radio frequency interference from other satellite communications systems, the ITU maintains a Master International Frequency Register, or MIFR, of radio frequency assignments and their associated orbital locations. Each ITU member state (referred to as an administration) is required by treaty to give notice of, coordinate and register its proposed use of radio frequency assignments and associated orbital locations with the ITU’s Radiocommunication Bureau.

The FCC serves as the notifying administration for the United States and is responsible for filing and coordinating our allocated radio frequency assignments and associated orbital locations for the system with both the ITU’s Radiocommunication Bureau and the national administrations of other countries

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The ORBCOMM communications system

in each satellite’s service region. While the FCC, as our notifying administration, is responsible for coordinating the system, in practice the satellite licensee is generally responsible for identifying any potential interference concerns with existing systems or those enjoying date priority and to coordinate with such systems. If we are unable to reach agreement and finalize coordination, the FCC would then assist with such coordination.

When the coordination process is completed, the ITU formally enters each satellite system’s orbital and frequency use characteristics in the MIFR. Such registration notifies all proposed users of frequencies that the registered satellite system is protected from interference from subsequent or non-conforming uses by other nations. In the event disputes arise during coordination, the ITU’s radio regulations do not contain mandatory dispute resolution or enforcement mechanisms and dispute resolution procedures are based on the willingness of the parties concerned to reach a mutually acceptable agreement voluntarily. Neither the ITU specifically, nor international law generally, provides clear remedies if this voluntary process fails.

The FCC has notified the ITU that our system was initially placed in service in April 1995 and that it has operated without any substantiated complaints of interference since that time. The FCC has also informed the ITU that our system has successfully completed its coordination with all countries other than Russia. We expect that we will successfully complete the ITU coordination process with Russia in the near future, at which time the complete system will be formally registered in the MIFR.

If design modifications to future system satellites entail substantial changes to the frequency utilization by the subject system component(s), additional international coordination may be required or reasonably deemed advisable. However, we believe that ITU coordination can be successfully completed in all circumstances where such coordination is required, although we cannot assure you that we will successfully complete such ITU coordination. Failure to complete requisite ITU coordination could have a material adverse effect on our business. Regardless, to date, and to our best knowledge, the system has not caused harmful interference to any other radio system, or suffered harmful interference from any other radio system.

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EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning each of our executive officers and directors:

Name	Age		Position(s)
Jerome B. Eisenberg		66	Chairman of the Board, Chief Executive Officer and President
John P. Brady		56	Chief Financial Officer
Marc Eisenberg		40	Executive Vice President, Sales and Marketing
Emmett Hume		52	Executive Vice President, International
John J. Stolte, Jr.		46	Executive Vice President, Technology and Operations
Robert Bednarek		47	Director
John Franco		64	Director
Marco Fuchs		42	Director
Ronald Gerwig		59	Director
Robert Gold		47	Director
Leslie Golden		38	Director
Timothy Kelleher		43	Director
Matthew Lesesky		30	Director
Peter Schiff		54	Director

Jerome B. Eisenberg has been our Chairman of the Board since January 2006, and our Chief Executive Officer and President since December 2004. Mr. Eisenberg has been a member of our board of directors since February 2004 and the board of directors of ORBCOMM LLC and ORBCOMM Holdings LLC since 2001. Between 2001 and December 2004, Mr. Eisenberg held a number of positions with ORBCOMM Inc. and with ORBCOMM LLC, including, most recently, Co-Chief Executive Officer of ORBCOMM Inc. Mr. Eisenberg has worked in the satellite industry since 1993 when he helped found Satcom. From 1987 to 1992, he was President and CEO of British American Properties, an investment company funded by European and American investors that acquired and managed various real estate and industrial facilities in various parts of the U.S. Prior thereto, Mr. Eisenberg was a partner in the law firm of Eisenberg, Honig & Folger; CEO and President of Helenwood Manufacturing Corporation (presently known as Tennier Industries), a manufacturer of equipment for the U.S. Department of Defense with 500 employees; and Assistant Corporate Counsel for the City of New York. Mr. Eisenberg is the father of Marc Eisenberg.

John P. Brady is our Chief Financial Officer, a position he has held since July 2004. From February 2001 to April 2004, he served as the Chief Financial Officer of Time Domain, a private semiconductor startup. From May 1999 to December 2000, he was the Chief Financial Officer of Matav, a New York Stock Exchange listed telecommunications company with 16,000 employees. From 1993 to 1999, he was the Vice President of Finance for SBC/ Ameritech. Prior to 1993 he held a wide range of business planning and financial positions with MCI, Wang Laboratories, and Xerox.

Marc Eisenberg is our Executive Vice President, Sales and Marketing, a position he has held since March 2002. He was a member of the board of directors of ORBCOMM Holdings LLC from May 2002 until February 2004. Prior to joining ORBCOMM, from 1999 to 2001, Mr. Eisenberg was a Senior Vice President of Cablevision Electronics Investments, where among his duties he was responsible for selling Cablevision services such as video and internet subscriptions through its retail channel. From 1984 to 1999, he held various positions, most recently as the Senior Vice President of Sales and Operations with the consumer electronics company The Wiz, where he oversaw sales and

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operations and was responsible for over 2,000 employees and $1 billion a year in sales. Mr. Eisenberg is the son of Jerome B. Eisenberg.

Emmett Hume is our Executive Vice President, International, a position he has held since August 2004. Immediately prior to that, Mr. Hume was a member of our board of directors from February 2004 to July 2004. From November 2001 to June 2004, he was Senior Vice President, Global Service Development at SES Global, a Luxembourg-based satellite services company. From December 1997 until November 2001, he was Senior Vice President Marketing and Business Development at General Electric’s Americom satellite business unit, which was acquired by SES in 2001, where he was responsible for regulatory affairs and spectrum coordination. Mr. Hume has over 15 years of experience with terrestrial and satellite wireless data service providers, and has served on the board of a number of industry ventures.

John J. Stolte, Jr. is our Executive Vice President, Technology and Operations, a position he has held since April 2001. From January to April 2001, he held a similar position with ORBCOMM Global L.P. Mr. Stolte has over 20 years of technology management experience in the aerospace and telecommunications industries. Prior to joining ORBCOMM Global L.P., Mr. Stolte held a number of positions at Orbital Sciences Corporation from September 1990 to January 2001, most recently as Program Director, where he was responsible for design, manufacturing and launch of the ORBCOMM satellite constellation. From 1982 to 1990, Mr. Stolte worked for McDonnell Douglas in a number of positions including at the Naval Research Laboratory where he led the successful integration, test and launch of a multi-billion dollar defense satellite.

Robert Bednarek has been a member of our board of directors since February 2004. Mr. Bednarek is the Executive Vice President of SES Global’s Corporate Development department, a position he has held since 2002. Mr. Bednarek was the Executive Vice President and the Chief Technology Officer at PanAmSat Corporation from 1997 to 2002, and Senior Vice President of Engineering and Operations at PanAmSat Corporation from 1990 to 1997. From 1984 to 1990, Mr. Bednarek was the Co-founder and Partner of Rubin, Bednarek & Associates, an engineering consulting company. From 1979 to 1984, he was the Deputy Chief Scientist of the U.S. Corporation for Public Broadcasting.

John Franco has been a member of our board of directors since February 2006, filling a vacancy created by the death of Don Franco. Mr. Franco holds the position of Chairman and Chief Executive Officer at Capital Assurance Corporation, a holding company of Standard Life Insurance Company of Indiana, a position he has held since March 2005. From September 2002 to present, he has served as manager of the venture firm, Capital Prospects, LLC. Prior to that, Mr. Franco was Co-Chairman and Co-Chief Executive Officer of ARM Financial Group, a start-up asset accumulations venture firm from 1993 to 1998 and the manager of the investment firm Dory LLC from 1998 to the present. From 1989 to 1991 he was Chief Executive Officer and Director of ICH Corporation, a life/health insurance conglomerate.

Marco Fuchs has been a member of our board of directors since February 2004. He has also been a member of the board of directors of ORBCOMM LLC since 2001 and of ORBCOMM Holdings LLC from 2001 to February 2004. Mr. Fuchs is currently the Chief Executive Officer and Chairman of the Managing Board of OHB Technology A.G., positions he has held since 2000. From 1995 to 2000, Mr. Fuchs worked at OHB Orbitale Hochtechnologie Bremen-System A.G., first as a Prokurist (authorized signatory) and then as Managing Director. Prior to that, he worked as a lawyer from 1992 to 1994 for Jones, Day, Reavis & Pogue in New York, and from 1994 to 1995 in Frankfurt am Main.

Ronald Gerwig has been a member of our board of directors since January 2006. Mr. Gerwig is currently a director of MH Equity Managing Members, LLC, a position he has held since September 2005. Since November 2000, Mr. Gerwig has been a member of the board of directors and Vice President of Haverstick Consulting, a privately held consulting company serving commercial, state and

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federal clients. From 1980 to 2000, Mr. Gerwig served as Chairman and CEO of Gerwig Investments, Inc., a privately held company with investments in financial services, real estate, multi-unit franchised restaurants and major oil company marketing. From 1966 to 1980, he held various senior management positions with national restaurant organizations.

Robert Gold has been a member of our board of directors since February 2004. Mr. Gold is currently the President and Chief Executive Officer of Ridgewood Venture Management Corp., a position he has held since 1998. Mr. Gold has held various executive positions at the Ridgewood Companies since joining the firm in 1987, including Executive Vice President of Ridgewood Energy from 1990 to the present and Vice President of Ridgewood Energy from 1987 to 1990. In those capacities, he was responsible for investments in the Energy, Power and Environmental industries. Prior to joining Ridgewood, Mr. Gold was a corporate attorney in the law firm of Cleary, Gottlieb, Steen & Hamilton in New York from 1985 to 1987. Mr. Gold also serves on the board of directors of The FeedRoom and SavaJe Technologies.

Leslie Golden has been a member of our board of directors since February 2004. She joined Ridgewood Venture Management Corp. in 2000 and is currently a Managing Director. Prior to that, she worked as a Principal for the Latin America Merchant Bank at Banc of America Securities (formerly NationsBanc Montgomery), from 1997 to 2000. She was a Vice President at Bankers Trust in the Latin America Merchant Bank, from 1992 to 1997. Ms. Golden also worked from 1989 to 1992 as an Analyst at Lehman Brothers.

Timothy Kelleher has been a member of our board of directors since December 2005. He joined Pacific Corporate Group as a Managing Director in 2002, focusing on the firm’s direct investment activities. Prior to joining Pacific Corporate Group, Mr. Kelleher was a Partner and Senior Vice President at Desai Capital Management Incorporated from 1992 to 2002 and held positions at Entrecanales, Inc., L.F. Rothschild & Co. Incorporated and Arthur Young & Co.

Matthew Lesesky has been a member of our board of directors since December 2005. He joined Pacific Corporate Group in July of 2005 and is currently an associate where he focuses on the firm’s direct investment activities. Prior to that, he worked in the Mergers and Acquisitions Group at Citigroup Global Markets from August 2003 to June 2005 and from May 2002 to August 2002. Prior to Citigroup, Mr. Lesesky was at Fusion Ventures, a seed-stage venture capital firm and Andersen Consulting.

Peter Schiff has been a member of our board of directors since February 2004. He was also a member of the board of directors of ORBCOMM Holdings LLC from 2002 until February 2004. Mr. Schiff founded Northwood Ventures LLC in 1983, and has acted first as General Partner and then President since that time. Mr. Schiff worked as an Associate in the venture capital division of E.M. Warburg, Pincus & Co. from 1979 to 1983. Prior to that, he was an Assistant Vice President in the corporate division of Chemical Bank (now J.P. Morgan Chase & Co.). Mr. Schiff serves as a Director of many of Northwood’s portfolio companies. He is Vice Chairman of the Board of Trustees of Lake Forest College and a trustee of the New York Racing Association, and is a member of the Board of Advisors of the Wildlife Conservation Society.

BOARD OF DIRECTORS

Our board of directors is currently composed of ten members. Prior to the completion of this offering, we will reconfigure our board of directors to consist of seven directors, including at least four independent directors. Our board of directors will be classified into three classes of directors serving staggered, three-year terms and directors may be removed only for cause. The terms of the Class I, Class II and Class III directors will expire at the 2007, 2008 and 2009 annual meeting of stockholders, respectively. In addition, in order to ensure compliance with the independence requirements of Nasdaq,

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the composition of the board of directors may change prior to and following the offering. It is our intention to be in full and timely compliance with all applicable rules of Nasdaq and applicable laws, including with respect to the independence of our directors. The following sets forth our board classes as they will exist immediately after completion of this offering:

Class I Class II Class III

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors has the authority to appoint committees to perform certain management and administration functions. We currently have an audit committee and compensation committee, composed of three members each, which meet informally as directed by our board of directors. Neither our audit committee nor our compensation committee has authority to act on its own, serving primarily in an advisory role to our board of directors on certain matters, subject to the entire board taking action. Pursuant to our bylaws, two seats on each of the committees are filled by directors elected by holders of our preferred stock. The third member of each committee is a director elected by holders of our common stock. Robert Gold, Leslie Golden and Timothy Kelleher are currently serving as members of our audit committee. Leslie Golden, Timothy Kelleher and Peter Schiff are currently serving as members of our compensation committee. MH Investors Satellite LLC has the right to appoint a fourth member of each committee, but has to date not exercised this right.

Our board of directors currently intends to reconstitute the audit and compensation committees and establish a nominating and corporate governance committee. The functions of each of these three committees are described below.

Audit Committee. The audit committee will, among other things:

†	review and oversee the integrity of our financial statements and internal controls;
†	review the qualifications of and, select and recommend to the board of directors the selection of, our independent public accountants, subject to the approval of our stockholders, and review and approve their fees;
†	review and oversee the adequacy of our accounting and financial reporting processes, including our system of internal controls and disclosure controls, and recommendations of the independent accountants with respect to our systems; and
†	review and oversee our compliance with legal and regulatory requirements.

                         ,                          and                          will serve as members of our audit committee. Each of the proposed members of our audit committee meets the independence and financial literacy requirements of the Nasdaq, the SEC and applicable law. All proposed members of our audit committee are able to read and understand fundamental financial statements. The board of directors has determined that                          is an “audit committee financial expert” as defined by the SEC rules.                          will serve as chair of our audit committee.

Compensation Committee. The compensation committee will, among other things:

†  review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of these goals and objectives and determine and approve the level of the Chief Executive Officer’s compensation based on this evaluation;

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†	determine the base and incentive compensation of senior executives other than the Chief Executive Officer and determine the terms of the employment of senior executives, including the Chief Executive Officer;
†	review, administer, monitor and recommend to the board of directors all executive compensation plans and programs, including incentive compensation and equity-based plans; and
†	evaluate and make recommendations regarding the compensation of non-employee directors and administration of non-employee director compensation plans or programs.

                         ,                          and                          will serve as members of our compensation committee. Each of the proposed members of our compensation committee meets the independence requirement of Nasdaq and applicable law.                          will serve as chair of our compensation committee.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee will, among other things:

†	review and recommend to the board of directors the size and composition of the board, the qualification and independence of the directors and the recruitment and selection of individuals to serve as directors;
†	review and recommend to the board of directors the organization and operation of the board of directors, including the nature, size and composition of committees of the board, the designation of committee chairs, the designation of a Chairman of the Board or similar position, and the distribution of information to the board and its committees;
†	coordinate an annual self-assessment by the board of its operations and performance and the operations and performance of the committees and prepare an assessment of the board’s performance for discussion with the board;
†	in coordination with the compensation committee, evaluate the performance of the chief executive officer in light of corporate goals and objectives; and
†	oversee our corporate governance policies, practices and programs.

                         ,                          and                          will serve as members of our nominating and corporate governance committee. Each of the proposed members will meet the independence requirement of Nasdaq and applicable law.                          will serve as chair of our nominating and corporate governance committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We do not expect that any of our executive officers will serve as a director or member of the compensation committee of another entity (other than one of our subsidiaries) with an executive officer who serves on our board of directors or our compensation committee.

DIRECTOR COMPENSATION

For the year ended December 31, 2005, the individuals serving on the board of directors who were not our employees did not receive any compensation so long as they were affiliated with, or had a financial interest in, us.

After consummation of this offering, we intend to pay each of our non-employee directors an annual retainer of $            as fees related to their service on our board of directors and an additional annual retainer of $            for each committee on which they serve as a member. Any non-employee director who serves as chair of a committee of the board will receive an additional annual retainer of $            .

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We reimburse all directors for reasonable expenses incurred to attend meetings of our board of directors or committees. In addition, non-employee directors will be eligible to receive option grants to purchase                      shares each under our 2006 long-term incentives plan.

EXECUTIVE COMPENSATION

The following table sets forth all compensation received during each of the specified years by our Chief Executive Officer and our four other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These five officers are referred to as the “named executive officers” in this prospectus. The compensation described in this table does not include medical, group life insurance, or other benefits which are available generally to all of our salaried employees.

Summary compensation table

		Annual compensation
										Securities
Name and principal								Other annual		underlying
position(s)		Year		Salary		Bonus		compensation(1)		options
Jerome B. Eisenberg			2005	$	297,504	$	100,000	$	13,150		—
	Chief Executive		2004		288,764		—		13,150		100,000
	Officer and President		2003		240,800		—		8,083
John P. Brady			2005		220,000		35,000		—		—
	Chief Financial		2004		107,602		—		—		125,000
	Officer(2)
Marc Eisenberg			2005		250,000		65,000		9,047		—
	EVP, Sales &		2004		244,056		15,000		9,047		100,000
	Marketing		2003		187,500		—		7,579
Emmett Hume			2005		220,000		20,000		9,600		—
	EVP, International(3)		2004		86,731		—		3,200		125,000
John J. Stolte, Jr.			2005		175,000		30,000		—		—
	EVP, Technology &		2004		170,589		12,750		—		40,000
	Operations		2003		156,000		—		—

(1)	Represents car allowances provided to our named executive officers.
(2)	Mr. Brady’s employment with us began in July 2004.
(3)	Mr. Hume’s employment with us began in August 2004.

Option grants in the last fiscal year

No options to purchase our common stock were granted to the named executive officers during the fiscal year ended December 31, 2005.

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Aggregated option exercises in last fiscal year and fiscal year-end option values

The following table sets forth information on unexercised options to purchase our common stock granted to the named executive officers and held by them as of December 31, 2005. No options were exercised during the fiscal year ended December 31, 2005.

	Number of securities
	underlying unexercised				Value of unexercised
	options at				in-the-money options at
	December 31, 2005(1)				December 31, 2005(1)
Name	Exercisable		Unexercisable		Exercisable	Unexercisable
Jerome B. Eisenberg		393,750		56,250
John P. Brady		56,250		68,750
Marc Eisenberg		396,875		53,125
Emmett Hume		50,000		75,000
John J. Stolte, Jr.		60,406		16,094

(1) There was no public trading market for our common stock as of December 31, 2005. Accordingly, these values have been calculated on the basis of the initial public offering price of $                     per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, less the applicable exercise price per share, multiplied by the number of shares underlying the options.

EMPLOYMENT AGREEMENTS

Jerome B. Eisenberg. Prior to completion of this offering, we expect to enter into an employment agreement with Jerome B. Eisenberg to serve as our Chief Executive Officer. The initial term of the employment agreement is expected to expire on December 31, 2009, unless terminated earlier pursuant to the terms of the agreement.

Mr. Eisenberg’s employment agreement will provide for an annual base salary of $355,000, effective June 1, 2006, subject to increase at the discretion of our board of directors, and an annual target bonus ranging from 18% to 140% of his base salary based on the achievement of performance targets.

In addition, Mr. Eisenberg will be entitled to receive options to purchase 225,000 shares of our common stock that will vest based on satisfaction of certain performance targets.

Mr. Eisenberg will also be entitled to receive certain severance payments and benefits following a termination of employment under certain circumstances.

John P. Brady. We entered into an employment agreement with John P. Brady to serve as our Chief Financial Officer, effective as of May 5, 2006. The employment agreement expires December 31, 2006, unless terminated earlier pursuant to the terms of the agreement. The employment agreement may be extended by mutual agreement of the parties. Upon the expiration of the agreement’s term, Mr. Brady’s employment with us will terminate.

Mr. Brady’s employment agreement provides for an annual base salary of $225,000, a discretionary bonus, and the eligibility to participate in our employee benefit plan and equity-based compensation plans available generally to our executives. If at any time we hire a new Chief Financial Officer, Mr. Brady will assist us with the transition to the new Chief Financial Officer.

If Mr. Brady is terminated without “cause” (as defined in his agreement), he is entitled to receive a severance payment equal to his base salary for six months, however, such severance payments shall cease upon: (1) Mr. Brady becoming employed by another employer as chief financial officer, or in a

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similar position with comparable base salary or (2) becoming re-employed by us. If Mr. Brady voluntarily terminates his agreement or is terminated by us for “cause” or by reason of death or disability, he is not entitled to receive any subsequent payments.

Mr. Brady’s severance payments are conditioned on his executing a release in favor of us. In addition, his employment agreement contains standard covenants relating to confidentiality and assignment of intellectual property rights, a two year post-employment non-solicitation covenant and a one year post-employment non-competition covenant.

Effective May 5, 2006, we amended Mr. Brady’s stock option agreement as follows: (i) options originally granted as incentive stock options will be treated as non-statutory stock options, (ii) all options that are not already exercisable will vest immediately upon the occurrence of: (1) his termination by us without cause, (2) his death or disability, or (3) the natural expiration of the Term, as defined in the employment agreement, and (iii) the period of time in which Mr. Brady must exercise his vested options following a termination of employment is extended until the later of (1) December 31st of the calendar year in which Mr. Brady’s right to exercise the options would have expired but for this extension and (2) the 15th day of the third month following the month in which Mr. Brady’s right to exercise the options would have expired but for this extension.

Marc Eisenberg. Prior to the completion of this offering, we expect to enter into an employment agreement with Marc Eisenberg to serve as our Chief Marketing Officer. The initial term of the employment agreement is expected to expire on December 31, 2009, unless terminated earlier pursuant to the terms of the agreement.

Mr. Eisenberg’s employment agreement will provide for an annual base salary of $315,000, effective June 1, 2006, subject to increase at the discretion of our board of directors, and an annual target bonus ranging from 18% to 140% of his base salary based on achievement of performance targets. In addition, Mr. Eisenberg will be entitled to receive options to purchase 195,000 shares of our common stock that will vest based on satisfaction of certain performance targets. Mr. Eisenberg will also be entitled to receive certain severance payments and benefits following a termination of employment under certain circumstances.

Emmett Hume. We have entered into an employment agreement with Emmett Hume to serve as our Executive Vice President, International, effective as of August 2, 2004. The initial term of the employment agreement is for three years, expiring on August 1, 2007, unless terminated earlier pursuant to the terms of the agreement. The employment agreement may be extended by mutual agreement of the parties. Upon the expiration of the employment agreement’s term, or any extension thereof, Mr. Hume’s employment will continue on an “at will” basis.

Mr. Hume’s employment agreement provides for an annual base salary of $220,000 and eligibility for annual discretionary bonuses and to participate in our employee benefit and equity-based compensation plans. In addition, under his agreement, we granted Mr. Hume options to purchase 125,000 shares of our common stock. If Mr. Hume is terminated without “cause” or resigns for “good reason” (each as defined in his agreement), he is entitled to receive a severance payment equal to his base salary for the greater of (1) the remainder of the agreement’s term or (2) six months after the termination date, plus a prorated bonus for the year in which the termination occurs.

Mr. Hume’s severance payments are conditioned on his executing a release in favor of us. In addition, his agreement contains standard covenants relating to confidentiality and assignment of intellectual property rights, and one year post-employment non-solicitation and non-competition covenants.

John J. Stolte, Jr. Prior to completion of this offering we expect to enter into an employment agreement with John Stolte to serve as our Executive Vice President, Technology and Operations. The

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initial term of the employment agreement is expected to expire on December 31, 2009, unless terminated earlier pursuant to the terms of the agreement.

Mr. Stolte’s employment agreement provides for an annual base salary of $225,000, effective June 1, 2006, subject to increase at the discretion of our board of directors. Mr. Stolte will be entitled to receive certain severance payments and benefits following a termination of employment under certain circumstances.

INDEMNITY AGREEMENTS

Each of our directors and executive officers has entered into an indemnity agreement with us. See “Certain relationships and related party transactions— Indemnity Agreements”.

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STOCK OPTION AND OTHER COMPENSATION PLANS

Stock option plans

Securities authorized for issuance under equity compensation plans

The following table provides information, as of December 31, 2005, about shares of our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or directors under all of our then-existing equity compensation plans.

			Number of				Number of
			securities to be				securities
			issued upon		Weighted average		remaining available
			exercise of		exercise price of		for future issuance
			outstanding		outstanding		under equity
			options, warrants		options, warrants		compensation
			and rights		and rights		plans
Equity compensation plans approved by stockholders
	Stock option plans			2,192,561	$	2.04		5,159,344
Equity compensation plans not approved by stockholders				—		—		—
		Total		2,192,561	$	2.04		5,159,344

2004 Stock option plan

The ORBCOMM Inc. 2004 stock option plan was adopted by our board of directors and approved by our stockholders on February 17, 2004. The plan permits grants to be made from time to time as incentive stock options and non-statutory stock options.

Share Reserve. A total of 2,500,000 shares of our common stock has been reserved for issuance under the 2004 stock option plan. Following a qualified initial public offering, options to purchase no more than 50,000 shares may be issued to any individual participant in any calendar year. The shares issuable under the plan will consist of shares of authorized but unissued or reacquired common stock, including shares repurchased by us in the open market. Appropriate adjustments will be made to the number or kind of shares or securities subject to the 2004 stock option plan and available for or covered by the grants and share prices related to outstanding grants in the event of an acquisition, spin-off or reclassification, recapitalization or merger, combination or exchange of shares or other corporate exchange, change of control or similar event, or as required under any option agreement.

Administration. The 2004 stock option plan is administered by our compensation committee, or the board of directors, if there is no compensation committee. Our committee has the power and authority to administer, construe and interpret the plan, to make rules for carrying it out and to make changes to such rules. In order to meet the requirements of Section 162(m) of the Internal Revenue Code and the rules under Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, all grants under the 2004 stock option plan will be made following our initial public offering by a committee made up of members who are both “outside directors” as defined for purposes of Section 162(m) and regulations thereunder and “nonemployee directors” as defined for purposes of Section 16.

Grant of Awards. The option plan permits the grant of incentive stock options to employees of ours or any subsidiary of ours and non-statutory stock options to directors, employees, independent contractors, and other persons having a unique relationship with us or any of our affiliates. The committee determines the option exercise price, the option price and such other conditions and restrictions on the grant or exercise of the option as the committee deems appropriate. The terms,

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conditions and limitations of each grant under the plan are set forth in an option agreement in a form which is approved by the committee.

Stock Options. The board of directors or compensation committee shall set the per share exercise price, subject to the following rules:

†	an incentive stock option may not have an exercise price of less than 100% of the fair market value of a share on the date the option is granted;
†	if the aggregate fair market value of a share subject to incentive stock option which is exercisable for the first time during any calendar year exceeds $100,000, then the portion of the incentive stock option in excess of the $100,000 limitation will be treated as a non-statutory stock option; and
†	for any person owning more than 10% of the total combined voting power of all classes of our stock or any subsidiary corporation of ours then the: (i) exercise price of the option may not be less than 110% of the fair market value of the common stock on the date the option is granted, and (ii) such option may not be exercisable after the expiration of five years from the date the option is granted.

Limitations and Conditions. An option granted under the plan may not be exercised more than 10 years after the date it is granted. Payment of the option exercise price must be in cash, or if subsequent to our initial public offering, in shares of our common stock that have been held for at least six months or any combination of cash and shares of our common stock in accordance with the terms of the plan, the option agreement and any applicable guidelines of the compensation committee. Participants do not have any of the rights or privileges of, equityholders of ours in respect of any shares of common stock which may be purchased upon exercise of any grant unless and until certificates representing any such shares have been issued by us to such participants. Prior to our initial public offering, each participant is required to enter into a stockholder agreement with the Company, in a form provided by us, upon the exercise of any option under the plan.

Amendment, Suspension or Termination. The committee may amend, suspend or terminate the 2004 stock option plan and may amend any terms and conditions applicable to outstanding grants as are consistent with the Plan. However, no such action shall be allowed which would increase the aggregate number of shares available for grants under the plan, change the eligible class of individuals, decrease the price of outstanding options, change the requirements relating to the board of directors or compensation committee or extend the term of the plan if stockholder approval is required under the law; or modify a grant in a manner adverse to the participant without the participants consent except as such modification is provided for or contemplated in the terms of the grant.

Change of Control. The committee may, in its absolute discretion and on such terms and conditions as it deems appropriate, provide, either by the terms of such option or by a resolution adopted prior to the occurrence of the change of control, that such option will be exercisable as to all or any portion of the shares subject thereto.

Repurchase Rights. Under the terms of the current forms of the option agreements, we have the right to repurchase the shares acquired upon the exercise of options for a period of three months after the participant ceases to be director, an employee or an independent contractor or other person with a unique relationship to us or any of our affiliates, whichever applies, or three months after the shares for which the option is exercise are acquired, whichever is later. The purchase price per share payable is as follows:

†  if the participant is terminated by us for cause, the amount equal to the lesser of: (A) the fair market value of the shares at the time of the termination of employment; and (B) the exercise price;

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†	if the participant voluntarily terminates employment and such termination occurs prior to the expiration of the holding period for the shares acquired through the exercise of the option, the amount equal to the lesser of: (A) the fair market value of the shares at the time of the termination of employment; and (B) the exercise price;
†	if the participant voluntarily terminates employment and such termination occurs after the expiration of the holding period for the shares acquired through the exercise of the option, the amount equal to the greater of: (A) the fair market value of the shares at the time of the termination of employment; and (B) the exercise price; and
†	if the participant’s employment ceases for any other reason (i.e., death, termination without cause or because the participant is disabled) the amount equal to the greater of: (A) the fair market value of the shares at the time of the termination of employment; and (B) the exercise price.

Transferability. Under the terms of the current forms of the option agreements, awards under the 2004 stock option plan generally may not be assigned or transferred other than by will or the laws of descent and distribution and only the participant may exercise an award during his or her lifetime.

2006 Long-term incentives plan

Prior to the consummation of this offering, our board of directors will adopt, and our stockholders are expected to approve, our 2006 long-term incentives 2006 plan, or the 2006 LTIP. The 2006 LTIP replaces in its entirety our 2006 stock option plan, which will be terminated, and authorizes the delivery of a maximum of 6,962,061 shares of our common stock (subject to adjustment and the other restrictions described below under “—Shares Available”). The 2006 LTIP permits our Compensation Committee to grant awards from time to time as stock options (which may be incentive stock options eligible for special tax treatment or non-qualified stock options), stock appreciation rights (which may be in conjunction with or separate and apart from a grant of stock options), stock, restricted stock, restricted stock units, performance units and performance shares. Any of these types of awards (except stock options or stock appreciation rights, which are deemed to be performance based) may be granted as performance compensation awards intended to qualify as performance based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.

Purpose; Eligibility. The purpose of the 2006 LTIP is to promote the interests of our company and our stockholders by providing incentive compensation opportunities to assist in:

†	attracting, motivating and retaining employees and non-employee directors; and
†	aligning the interests of our employees and non-employee directors who participate in the 2006 LTIP with the interests of our stockholders.

The 2006 LTIP will remain in effect until all awards under the 2006 LTIP have been exercised or terminated under the terms of the 2006 LTIP and applicable award agreements, provided that awards under the 2006 LTIP may be granted only within ten years from the 2006 LTIP’s effective date.

Stock Options. A stock option is an option to purchase a specific number of shares of our common stock exercisable at such time or times, and subject to such terms and conditions, as the Compensation Committee may determine consistent with the terms of the 2006 LTIP, including the following:

†	The exercise price of an option will not be less than the fair market value of our common stock on the date the option is granted;
†	No option may be exercisable more than ten years after the date the option is granted;

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†	The exercise price of an option will be paid in cash or, at the discretion of the Compensation Committee, in shares of our common stock or in a combination of cash and our common stock; and
†	No fractional shares of our common stock will be issued or accepted.

Incentive stock options, which are options that comply with the requirements of Section 422 of the Code, are subject to the following additional provisions:

†	The aggregate fair market value (determined at the time of grant) of the shares of our common stock subject to incentive stock options that are exercisable by one person for the first time during a particular calendar year may not exceed the maximum amount permitted under the Code (currently $100,000); provided, however, that if the limitation is exceeded, the incentive stock options in excess of such limitation will be treated as non-qualified stock options;
†	No incentive stock option may be granted under the 2006 LTIP more than ten years after the effective date of the 2006 LTIP; and
†	No incentive stock option may be granted to any employee who on the date of grant is not our employee or an employee of one of our subsidiaries within the meaning of Code Section 424(f).

Stock Appreciation Rights. A stock appreciation right, or SAR, is the right to receive a payment measured by the increase in the fair market value of a specified number of shares of our common stock from the date of grant of the SAR to the date on which the participant exercises the SAR. Under the 2006 LTIP, SARs may be (1) freestanding SARs or (2) tandem SARs granted in conjunction with an option, either at the time of grant of the option or at a later date, and exercisable at the participant’s election instead of all or any part of the related option. The payment to which a participant is entitled on exercise of a SAR may be in cash, shares of our common stock valued at fair market value on the date of exercise or a combination of cash and shares our common stock, as the Compensation Committee may determine.

Stock. Shares of common stock may be issued to participants without any restrictions on transfer or other vesting requirements.

Restricted Stock. Shares of restricted stock are shares of our common stock that are issued to a participant subject to restrictions on transfer and such other restrictions on incidents of ownership as the Compensation Committee may determine, which restrictions will lapse at such time or times, or upon the occurrence of such event or events, including but not limited to the achievement of one or more specific goals with respect to our performance, the performance of a business unit (which may but need not be a subsidiary) or the performance of the participant over a specified period of time as the Compensation Committee may determine. Subject to the specified restrictions, the participant as owner of the shares of restricted stock will have the rights of the holder thereof, except that the Compensation Committee may provide at the time of the award that any dividends or other distributions paid with respect to the shares of restricted stock while subject to the restrictions will be accumulated, with or without interest, or reinvested in our common stock and held subject to the same restrictions as the restricted stock and such other terms and conditions as the Compensation Committee shall determine.

Restricted Stock Units. A restricted stock units is an award of a contractual right to receive at a specified future date an amount based on the fair market value of one share of our common stock, subject to such terms and conditions as the Compensation Committee may establish. Restricted stock units that become payable in accordance with their terms and conditions will be settled in cash, shares of our common stock, or a combination of cash and our common stock, as determined by the Compensation Committee. The Compensation Committee may provide for the accumulation of

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dividend equivalents in cash, with or without interest, or the reinvestment of dividend equivalents in our common stock held subject to the same conditions as the restricted stock unit and such terms and conditions as the Compensation Committee may determine. No participant who holds restricted stock units will have any ownership interest in the shares of common stock to which such restricted stock units relate until and unless payment with respect to such restricted stock units is actually made in shares of common stock.

Performance Units. A performance unit is an award denominated in cash, the amount of which may be based on the achievement, over a specified period of time, of one or more specific goals with respect to our performance, the performance of a business unit (which may but need not be a subsidiary) or the performance of a participant to whom the performance units are granted. The annual amount that may be paid to any one participant with respect to performance units will not exceed $15 million per year. The payout of performance units may be in cash, shares of our common stock valued at fair market value on the payout date (or at the sole discretion of the Compensation Committee, the day immediately preceding that date), or a combination of cash and shares of our common stock, as the Compensation Committee may determine.

Performance Shares. A performance share is an award denominated in shares of our common stock, the amount of which may be based on the achievement, over a specified period of time, of one or more specific goals with respect to our performance, the performance of a business unit (which may but need not be a subsidiary) or the performance of a participant to whom the performance shares are granted. The payout of performance shares may be in cash based on the fair market value of our common stock on the payout date (or at the sole discretion of the Compensation Committee, the day immediately preceding that date), shares of our common stock, or a combination of cash and shares of our common stock, as the Compensation Committee may determine.

Performance Compensation Awards. The Compensation Committee may designate any award (other than an option or SAR) at the time of its grant as a performance compensation award so that the award will constitute qualified performance-based compensation under Code Section 162(m), provided that no performance compensation award may be granted to our leased employees or leased employees of our subsidiaries. With respect to each performance compensation award, the Compensation Committee will establish, in writing, a performance period, performance measure(s), performance goal(s) and performance formula(s) within 90 days after the beginning of the performance period. Once established for a performance period or such other period as may be required by Code Section 162(m), such items may not be amended or otherwise modified if and to the extent such amendment or modification would cause the compensation payable pursuant to the award to fail to constitute qualified performance-based compensation under Code Section 162(m).

Awards to Non-Employee Directors. Each of our non-employee directors may be granted from time to time an award with terms and conditions, including restrictions, as determined by our board of directors or by the Compensation Committee.

At such times as it may determine, our board of directors may change (1) the form of any award to our non-employee directors provided for in the 2006 LTIP to any other type of award set forth in the 2006 LTIP and (2) the size and the vesting period of any such award.

Deferrals. The Compensation Committee may require or permit 2006 LTIP participants to defer the issuance or vesting of shares of our common stock or the settlement of awards under rules and procedures it may establish under the 2006 LTIP. The Compensation Committee may also provide that deferred settlements include the payment of, or crediting of interest on, the deferral amounts, or the payment or crediting of dividend equivalents on deferred settlements in shares of our common stock. No deferral will be permitted if it will result in the 2006 LTIP becoming subject to the Employee

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Retirement Income Security Act of 1974, as amended, or ERISA. Any deferral will either be exempt from Code Section 409A or comply with Code Section 409A.

Other Code Section 409A Provisions. The award agreement for each award will set forth such terms and conditions as are necessary to (a) satisfy the requirements for exemption under Code Section 409A or (b) satisfy the requirements of Code Section 409A.

Administration. The 2006 LTIP and all awards under the 2006 LTIP will be administered by the Compensation Committee, which will have full and complete authority, in its sole and absolute discretion:

†	to exercise all of the powers granted to it under the 2006 LTIP;
†	to construe, interpret and implement the 2006 LTIP and any related document;
†	to prescribe, amend and rescind rules relating to the 2006 LTIP;
†	to make all determinations necessary or advisable in administering the 2006 LTIP; and
†	to correct any defect, supply any omission and reconcile any inconsistency in the 2006 LTIP.

Any member of the Compensation Committee who, at the time of any proposed grant of one or more awards, is not both an “outside director” as defined for purposes of Code Section 162(m) and a non-employee director as defined in Rule 16b-3(b)(3)(i) under the Exchange Act will abstain from and take no part in the Compensation Committee’s action on the proposed grant.

It is our intent that the 2006 LTIP and awards under the 2006 LTIP satisfy, and be interpreted in a manner that satisfy, (1) in the case of participants who are or may be our executive officers or non-employee directors, the applicable requirements of Rule 16b-3 under the Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-3, or other exemptive rules under Section 16 of the Exchange Act, and will not be subjected to avoidable liability under Section 16(b) of the Exchange Act; (2) in the case of performance compensation awards to covered employees, as defined in the Code, the applicable requirements of Code Section 162(m); and (3) either the requirements for exemption under Code Section 409A or the requirements for compliance with Code Section 409A.

The Compensation Committee may delegate, and revoke the delegation of, all or any portion of its authority and powers under the 2006 LTIP to our Chief Executive Officer, except that the Compensation Committee may not delegate any discretionary authority with respect to awards granted to our Chief Executive Officer or non-employee directors or substantive decisions or functions regarding the 2006 LTIP or awards to the extent they are inconsistent with the intent expressed in the previous paragraph or to the extent prohibited by applicable law.

Shares Available. Subject to adjustment in the event of any change in or affecting shares of our common stock, including but not limited to stock dividends, stock splits and reorganizations, the number of shares of our common stock which may be delivered upon exercise of options or upon grant or in payment of other awards under the 2006 LTIP will not exceed 6,962,061, which number includes 269,939 shares of our common stock remaining available for grants of awards under our 2004 stock option plan as of March 31, 2006.

Subject to the adjustment provisions discussed below under “—Adjustment Provisions”, no single 2006 LTIP participant will receive annual awards of more than one million stock options (measured by the number of shares of common stock underlying such stock options), SARS (measured by the number of shares of common stock underlying such SARS), shares of restricted stock, restricted stock units, performance shares or any combination thereof under the 2006 LTIP.

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Award Agreements. Each award under the 2006 LTIP will be evidenced by an award agreement between us and the participant setting forth the terms and conditions applicable to the award, including but not limited to:

†	provisions for the time at which the award becomes exercisable or otherwise vests;
†	provisions for the treatment of the award in the event of the termination of a participant’s status as an employee;
†	any special provisions applicable in the event of an occurrence of a change of control of our company, as determined by the Compensation Committee consistent with the provisions of the 2006 LTIP; and
†	such additional provisions as are required to make the award exempt from or comply with the Code.

Rights as an Employee or Non-Employee Director. Nothing contained in the 2006 LTIP or in any award agreement confers upon any employee, non-employee director or participant any right to continue in the employ or other service of our company or any of our subsidiaries or constitutes any contract or limits in any way our right or the rights of our subsidiaries to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause. If Code Section 409A applies to an award, Code Section 409A’s definition of “separation of service” will apply to determine when a participant becomes entitled to payment upon termination of employment.

Rights as a Stockholder. A 2006 LTIP participant will have no rights as a stockholder with respect to any shares of common stock covered by an award until the date the participant becomes a holder of record of such shares. Except as described below under “—Adjustment Provisions”, no adjustment will be made for dividends or other rights, unless the award agreement specifically requires such adjustment.

Adjustment Provisions. In the event of any change in or affecting the outstanding shares of our common stock by reason of a stock dividend or split, merger or consolidation (whether or not we are the surviving corporation), recapitalization, reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, our board of directors will make such amendments to the 2006 LTIP and outstanding awards and award agreements and make such adjustments and take actions thereunder as it deems appropriate, in its sole discretion, under the circumstances. These amendments, adjustments and actions may include, but are not limited to, changes in the number of shares of our common stock then remaining subject to the 2006 LTIP, and the maximum number of shares that may be granted or delivered to any single participant pursuant to the 2006 LTIP, including those that are then covered by outstanding awards, or accelerating the vesting of outstanding awards. In addition, to the extent that any outstanding awards under our 2004 stock option plan as of March 31, 2006 are cancelled, forfeited or otherwise lapse unexercised pursuant to the terms of that plan, the shares underlying those awards shall be available for awards under the 2006 LTIP.

Amendment and Termination. Our board of directors may at any time amend, suspend or terminate the 2006 LTIP, in whole or in part, except that, without the approval of our stockholders, no such action will (1) increase the number of shares of our common stock available for awards (except as described above under “—Adjustment Provisions”) or (2) materially increase the benefits accruing to participants under the 2006 LTIP or otherwise make any material revision to the 2006 LTIP, or otherwise be effective to the extent that such approval is necessary to comply with any tax or regulatory requirement applicable to the 2006 LTIP, including applicable requirements of Nasdaq, and,

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except as described above under “—Adjustment Provisions”, no such action may impair the rights of any holder of an award without the holder’s consent.

The Compensation Committee may at any time alter or amend any or all award agreements to the extent permitted by the 2006 LTIP and applicable law, provided that except as described above under “—Adjustment Provisions”, no such alteration or amendment may impair the rights of any holder of an award without the holder’s consent.

Neither our board of directors nor the Compensation Committee may, except as described above under “—Adjustment Provisions”, amend the 2006 LTIP or any award agreement to reprice any option or SAR whose exercise price is above the then fair market value of our common stock subject to the award, whether by decreasing the exercise price, canceling the award and granting a substitute award, or otherwise.

Change of Control. The Compensation Committee may determine at the time an award is granted that upon a change of control of our company, any or all of the following may occur: outstanding stock options and SARs may become vested and exercisable; restrictions on restricted stock and restricted stock units may lapse; performance goals may be deemed met and other terms and conditions may be deemed met; performance shares may be delivered; performance units and restricted stock units may be paid out as promptly as practicable; and other awards may be delivered or paid.

Initial Grants. It is anticipated that 1,617,560 restricted stock units, or RSUs, will be granted under the 2006 LTIP to employees of the Company (including approximately 1,022,000 RSUs to be granted to our named executive officers, Messrs. J. Eisenberg, Brady, M. Eisenberg, Stolte and Hume) prior to the completion of this offering. The RSUs may be granted as time vesting RSUs or as performance vesting RSUs.

For each of the employees receiving time vesting RSUs, one-third of the RSU grants will vest on each of January 1, 2007, 2008 and 2009. For certain executive officers who receive performance vesting RSUs, these RSUs will vest upon satisfaction of certain performance targets beginning in 2006.

Retirement plan

We maintain a retirement plan (the “401(k) Plan”) intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986. The 401(k) Plan is a defined contribution plan that covers all our employees schedules to work 1,000 hours in a consecutive 12-month period, beginning on the date of employment. Employees may contribute up to 15% of their eligible compensation (subject to an annual limit prescribed by the Code) as pretax, salary deferral contributions. We may, in our discretion, match up to 100% of employee contributions up to a maximum of 4% of the employee’s eligible compensation. We did not make any contributions to the 401(k) Plan for the years ended December 31, 2003, 2004 and 2005.

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Certain relationships and related party transactions

ORBCOMM EUROPE

We have entered into a service license agreement covering 43 jurisdictions in Europe and a gateway services agreement with ORBCOMM Europe LLC, a company in which we indirectly own a 25.5% interest. The service license agreement and the gateway services agreement with ORBCOMM Europe contain terms and conditions substantially similar to the service license agreements and the gateway services agreements we have and expect to enter into with other licensees. ORBCOMM Europe is owned 50% by Satcom International Group Plc. (“Satcom”) and 50% by OHB Technology A.G. (“OHB”). We own a 51% interest in Satcom. Subsequent to the acquisition of our 51% interest in Satcom, Satcom and ORBCOMM Europe are consolidated affiliates in our consolidated financial statements.

OHB is a substantial stockholder and a direct investor of ours and its Chief Executive Officer is on our board of directors. In addition, Satcom has been appointed by ORBCOMM Europe as a country representative for the United Kingdom, Ireland and Switzerland. ORBCOMM Deutschland and Technikom Polska, affiliates of OHB, have been appointed by ORBCOMM Europe as country representatives for Germany and Poland, respectively. OHB is also a 34% stockholder of Elta S.A. the country representative for France. These entities hold the relevant regulatory authority and authorization in each of these jurisdictions. In addition, ORBCOMM Europe and Satcom have entered into an agreement obligating ORBCOMM Europe to enter into a country representative agreement for Turkey with Satcom, if the current country representative agreement for Turkey expires or is terminated for any reason.

In connection with the organization of ORBCOMM Europe and the reorganization of our business in Europe, we agreed to grant ORBCOMM Europe approximately $3.7 million in air time credits. The amount of the grant was equal to the amount owed by ORBCOMM Global L.P. to the European Company for Mobile Communications Services N.V. (“MCS”), the former licensee for Europe of ORBCOMM Global L.P. ORBCOMM Europe, in turn, agreed to issue credits in the aggregate amount of the credits received from us to MCS and its country representatives who were stockholders of MCS. Satcom, as a country representative for the United Kingdom, Ireland and Switzerland, received airtime credits in the amount of $580,200. ORBCOMM Deutschland, as country representative for Germany, received airtime credits of $449,800. Because approximately $2.7 million of the airtime credits were granted to stockholders of MCS who are not related to us and who continue to be country representatives in Europe, we believe that granting of the airtime credits was essential to permit ORBCOMM Europe to reorganize the ORBCOMM business in Europe. The airtime credits have no

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expiration date. As of December 31, 2005, approximately $2.9 million of the credit granted by us to ORBCOMM Europe remained unused. As of December 31, 2005, ORBCOMM Europe owed us approximately $421,200 in service fees.

On December 19, 2005, we entered into a gateway earth station purchase agreement and an installation services agreement with ORBCOMM Europe. On February 3, 2006, these agreements were amended to include the purchase price of $415,000 for the gateway earth station and an installation fee of $305,000 plus a site selection service fee of $30,000. These agreements contain terms and conditions substantially similar to the gateway earth station purchase agreements and installation service agreements we have and expect to enter into with other licensees.

We and certain other parties are currently engaged in negotiations concerning a possible reorganization of ORBCOMM Europe intended to provide ORBCOMM Europe with adequate capital to fund growth and streamline the distribution channel to reduce prices to end-users. See “—Satcom International Group Plc.”

SATCOM INTERNATIONAL GROUP PLC.

Satcom is our 51%-owned consolidated subsidiary which (i) owns 50% of ORBCOMM Europe, (ii) has entered into country representative agreements with ORBCOMM Europe, covering the United Kingdom, Ireland and Switzerland, and (iii) has entered into a service license agreement with us, covering substantially all of the countries of the Middle East and a significant number of countries of Central Asia, and a gateway services agreement with us. In addition, Orbcomm Europe and Satcom have entered into an agreement obligating ORBCOMM Europe to enter into a country representative agreement for Turkey with Satcom, if the current country representative agreement for Turkey expires or is terminated for any reason. We believe that the service license agreement and the gateway services agreement between us and Satcom contain terms and conditions substantially similar to those which we have and expect to enter into with other unaffiliated licensees. As of December 31, 2005, Satcom owed us unpaid services fees of approximately $68,000.

We acquired our 51% interest in Satcom from Jerome Eisenberg, our Chief Executive Officer, and Don Franco, a former officer of ours, who immediately prior to the October 2005 reorganization of Satcom, together owned directly or indirectly a majority of the outstanding voting shares of Satcom and held a substantial portion of the outstanding debt of Satcom. On October 7, 2005, pursuant to a contribution agreement entered into between us and Messrs. J. Eisenberg and D. Franco in February 2004, we acquired all of their interests in Satcom in exchange for (1) an aggregate of 620,000 shares of our Series A preferred stock and (2) a contingent cash payment in the event of our sale or initial public offering. The contribution agreement was entered into in connection with our February 2004 reorganization in order to eliminate any potential conflict of interest between us and Messrs. J. Eisenberg and D. Franco, in their capacities as officers of ours. The contingent payment would equal $2 million, $3 million or $6 million in the event the proceeds from our sale or the valuation in our initial public offering exceeds $250 million, $300 million or $500 million, respectively, subject to proration for amounts that fall in between these thresholds. Immediately prior to, and as a condition to the closing of, the Satcom acquisition, Satcom and certain of its stockholders and noteholders, consummated a reorganization transaction whereby 95% of the outstanding principal of demand notes, convertible notes and certain contract debt was converted into equity, and accrued and unpaid interest on such demand and convertible notes was acknowledged to have been previously released. This reorganization included the conversion into equity of the demand notes and convertible notes of Satcom held by Messrs. J. Eisenberg and D. Franco in the principal amounts of approximately $50,000 and $6,250,800, respectively, and the release of any other debts of Satcom owed to them.

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As of December 31, 2005, ORBCOMM Europe had a note payable to Satcom in the amount of € 1,466,920 ($1,736,926). This note has the same payment terms as the note payable from ORBCOMM Europe to OHB Technology A.G. described below under “—OHB Technology A.G.” and carries a zero interest rate. For accounting purposes, this note has been eliminated in the consolidation of ORBCOMM Europe and Satcom with Orbcomm Inc. We own 51% of Satcom, which in turn owns 50% of ORBCOMM Europe.

We have provided Satcom with a $1.0 million line of credit for working capital purposes pursuant to a revolving note dated as of December 30, 2005. The revolving loan bears interest at 8% per annum, matures on December 30, 2006, and is secured by all of Satcom’s assets, including its membership interest in ORBCOMM Europe LLC. As of December 31, 2005 and March 31, 2006, Satcom had no amounts and $465,000 outstanding, respectively, outstanding under this line of credit.

OHB TECHNOLOGY A.G.

On May 21, 2002, we entered into an IVAR agreement with OHB Technology A.G. (formerly known as OHB Teledata A.G.) (“OHB Technology”) whereby OHB Technology has been granted non-exclusive rights to resell our services for applications developed by OHB Technology for the monitoring and tracking of mobile tanks and containers. As of December 31, 2005, OHB Technology did not owe us any unpaid service fees.

In an unrelated transaction, on March 10, 2005, we entered into an ORBCOMM concept demonstration satellite bus, integration test and launch services procurement agreement with OHB System A.G. (an affiliate of OHB Technology), whereby OHB System A.G. will provide us with overall concept demonstration satellite design, bus module and payload module structure manufacture, payload and bus modual integration, assembled satellite environmental tests, launch services and on-orbit testing of the bus module for the Coast Guard Concept Validation Project.

OHB Technology owns 1,182,100, 1,844,314 and 997,270 shares of our common stock, Series A preferred stock and Series B preferred stock, respectively, and warrants to purchase 129,813 shares of our common stock representing approximately 8.98% of our total voting power on a fully diluted basis. OHB has the right to appoint a representative to our board of directors. Currently, Marco Fuchs is OHB Technology’s representative on our board of directors. In addition, SES Global and OHB Technology jointly have the right to appoint a representative to our board of directors. Currently, Robert Bednarek is SES Global’s and OHB Technology’s joint representative on our board of directors.

In connection with the acquisition of an interest in Satcom (see “—Satcom International Group Plc.” above), we recorded an indebtedness to OHB Technology arising from a note payable from ORBCOMM Europe to OHB Technology. At December 31, 2005 the principal balance of the note payable is € 1,138,410 ($1,347,937) and it has a carrying value of $594,000. This note does not bear interest and has no fixed repayment term. Repayment will be made from the distribution profits (as defined in the note agreement) of ORBCOMM Europe. The note has been classified as long-term and we do not expect any repayments to be required prior to December 31, 2007.

ORBCOMM ASIA LIMITED

On May 8, 2001, we signed a memorandum of understanding with ORBCOMM Asia Limited (“OAL”) outlining the parties’ intention to enter into a definitive service license agreement on terms satisfactory to us covering Australia, China, India, New Zealand, Taiwan and Thailand. Although the parties commenced negotiations toward such an agreement, a definitive agreement was never concluded and the letter of intent terminated by its terms. We believe OAL is approximately 90% owned by Gene Hyung-Jin Song, a stockholder of ours who owns 201,087, 61,909 and 248 shares of our common stock, Series A preferred stock and Series B preferred stock, respectively, and warrants to

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purchase 37,755 shares of our common stock, representing in the aggregate less than 1% of our total voting power on a fully diluted basis. OAL owns 1,179,882 shares of our common stock, representing 2.91% of our total voting power on a fully diluted basis. It is currently our intention to consider operating service licenses and/or country representative agreements for these territories on a country by country basis as prospective parties demonstrate the ability, from a financial, technical and operations point of view, to execute a viable business plan. During 2003, 2004 and 2005, OAL owed us amounts for costs related to the storage in Virginia of gateway earth stations owned by OAL. On September 14, 2003, OAL pledged certain assets to us to ensure OAL’s debt to us would be paid (“Pledge Agreement”). On August 29, 2005, we foreclosed on a warehouseman’s lien against OAL and took possession of three of the four gateway earth stations being stored by OAL in Virginia in satisfaction of the outstanding amounts owed to us by OAL. We continue to store the remaining gateway earth station owned by OAL in Virginia and as of December 31, 2005, OAL owed us approximately $9,000 related to this storage. In addition, we and OAL have an on-going dispute that is subject to arbitration. See “Business— Legal Proceedings”.

ORBCOMM JAPAN LIMITED

To ensure that regulatory authorizations held by ORBCOMM Japan Limited (“OJ”) in Japan were not jeopardized at the time we purchased the assets from ORBCOMM Global L.P., and with the understanding that a new service license agreement would be entered into between the parties, we assumed the service license agreement entered into between ORBCOMM Global L.P. and OJ. We and OJ undertook extensive negotiations for a new service license agreement from early 2002 until 2004 but were unable to reach agreement on important terms. We believe Mr. Gene Hyung-Jin Song is the beneficial owner of approximately 38% of OJ. On September 14, 2003, OAL pledged certain assets to us pursuant to a Pledge Agreement to ensure that certain amounts owed by OJ to us under the existing service license agreements would be paid. On January 4, 2005, we sent a notice of default to OJ for its failure to remain current with payments under the service license agreement and subsequently terminated the agreement when the default was not cured. On March 31, 2005, OJ made a partial payment of the amount due of $350,000. In 2005, we agreed to a standstill (the “Standstill Agreement”) under the Pledge Agreement (including as to OAL and Korea ORBCOMM Limited (“KO”)) and conditional reinstatement of the prior service license agreement, subject to our receiving payment in full of all debts owed by OJ, KO and OAL to us by December 15, 2005 and certain operational changes designed to give us more control over the Japanese and Korean gateway earth stations. The outstanding amounts owed by OJ to us were not repaid as of December 15, 2005 and as of December 31, 2005, OJ owed us approximately $385,000 in unpaid service fees. On February 22, 2006, we sent a notice of default to OJ for its failure to satisfy its obligations under the Standstill Agreement including its failure to make the required payments under the service license agreement and if the defaults are not cured in the near future, we intend to terminate the agreement as a result of such default.

In an unrelated transaction, as of March 31, 2002, we forgave a promissory note originally issued by OJ to ORBCOMM Global L.P. in the principal amount of $250,000, plus accrued and unpaid interest, which we had acquired from ORBCOMM Global L.P.

KOREA ORBCOMM LIMITED

To ensure that regulatory authorizations held by KO in South Korea were not jeopardized at the time ORBCOMM LLC purchased the assets from the ORBCOMM Global L.P., and with the understanding that a new service license agreement would be entered into between the parties, we assumed the service license agreement entered into between ORBCOMM Global L.P. and KO. We and KO undertook extensive negotiations for a new service license agreement from early 2002 until 2004 but were unable

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to reach agreement on important terms. We believe Mr. Gene Hyung-Jin Song is the beneficial owner of approximately 33% of KO. On September 14, 2003, OAL pledged certain assets to us to ensure that certain amounts owed to us by KO under the existing service license agreement would be paid. On January 4, 2005, we sent a notice of default to KO for its failure to remain current with payments under the service license agreement and subsequently terminated the agreement when the default was not cured. In 2005, we agreed to a standstill with respect to the default by KO as part of the Standstill Agreement and conditional reinstatement of the prior service license agreement. The outstanding amounts owed by KO to us were not repaid as of December 15, 2005 and as of December 31, 2005, KO owed us approximately $149,000 in unpaid service fees. On April 5, 2006, we sent a notice of default to KO for its failure to comply with the Standstill Agreement and if the defaults are not cured by the date specified, the service license agreement will be automatically terminated as a result of KO’s failure to cure such defaults within the specified cure period.

SISTRON INTERNATIONAL LLC

In connection with the Series A preferred stock financing discussed below under “—Series A Preferred Stock Financing”, Messrs. Franco and Eisenberg sold all of their interest in Sistron International LLC, a reseller that had developed an application for the electric utility industry, to us for a purchase price equal to their cash investment in Sistron of approximately $0.4 million, paid in 127,414 shares of Series A preferred stock issued at the same purchase price per share as paid by investors in the Series A preferred stock financing.

SES GLOBAL S.A.

On February 17, 2004, we entered into an IVAR Agreement with SES Global S.A. (“SES”) whereby SES has been granted exclusive rights during the initial term of the agreement to resell our services for return channel applications developed by SES for the Direct-to-Home TV market. As of December 31, 2005, SES did not owe us any unpaid service fees. SES owns SES Global Participation S.A. (“SES Global”), the holder of 3,000,001 shares of our Series A preferred stock representing approximately 7.39% of our total voting power. In addition, SES Global and OHB Technology jointly have the right to appoint a representative to our board of directors. Currently, Robert Bednarek is SES Global’s and OHB Technology’s representative on our board of directors.

SERIES A PREFERRED STOCK FINANCING

On February 17, 2004, we completed a private placement of Series A convertible redeemable preferred stock at a purchase price of $2.84 per share, or an aggregate of approximately $17.9 million, to SES Global, Ridgewood Satellite LLC, OHB Technology, Sagamore Hill Hub Fund Ltd., Northwood Ventures LLC and Northwood Capital Partners LLC, including conversion of the note issued to Ridgewood Satellite LLC. In connection with the private placement, the corporate structure of ORBCOMM LLC was reorganized such that ORBCOMM LLC became our wholly owned subsidiary and the former members of ORBCOMM LLC became our stockholders and holders of warrants to purchase membership interest units of ORBCOMM LLC became our warrant holders. The outstanding convertible debt of ORBCOMM LLC was either converted into our equity upon the closing of the private placement or repaid following the closing of the private placement at their stated maturity dates. All of the outstanding convertible debt of ORBCOMM LLC was converted into Series A preferred stock, except for approximately $3.3 million in outstanding principal amount that was repaid. On August 13, 2004, we completed a follow-on sale of Series A preferred stock in the amount of approximately $11.5 million to existing holders of Series A preferred stock.

At the time of the issuances, each share of our Series A preferred stock was entitled to a cash dividend of 12% per year, compounded annually. Such dividends accrued and were cumulative from the date of

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issuance whether or not declared on the liquidation preference thereof. In addition, the holders of Series A preferred stock were entitled to a liquidation preference plus accumulated or otherwise declared but unpaid dividends. As a result of the Series B preferred stock financing described below under “—Series B Preferred Stock Financing”, we paid all accumulated dividends on the Series A preferred stock on January 6, 2006 and our Series A preferred stock is no longer entitled to any dividends or a liquidation preference. Each share of our Series A preferred stock is convertible, at the option of the holder, at any time into one share of our common stock, subject to adjustment. Additionally, our Series A preferred stock will automatically be converted into shares of our common stock upon the same events as would require conversion of our Series B preferred stock as described below under “—Series B Preferred Stock Financing” at the Series A preferred stock conversion price of $2.84, subject to adjustment for dilution and other events. The shares of our Series A preferred stock are entitled to weighted average antidilution protection upon the issuance of additional shares of stock at a price below the Series A preferred stock conversion price. Subject to the redemption of all shares of Series B preferred stock and payment in full of the Series B redemption price having been made to the holders of the Series B preferred stock (or funds necessary for such payment having been set aside by us in trust for the account of such holders) with respect to each share of Series B preferred stock, if applicable, shares of Series A preferred stock shall be redeemed at a price equal to $2.84 per share (as adjusted for any stock dividends, combinations, splits, recapitalization and similar events), plus all declared but unpaid dividends thereon upon written notice requesting redemption of all shares of Series A preferred stock from the holders of at least two-thirds of the then outstanding shares of Series A preferred stock; provided that any such written notice shall not be effective unless delivered on or after the later of (1) February 16, 2010, (2) the date on which there is no longer any Series B Preferred Stock outstanding or (3) the date of the redemption of the Series B preferred stock. The holders of the Series A preferred stock have certain rights, including the option to elect a majority of the board of directors, in the event we do not have sufficient funds legally available to redeem the Series A preferred stock upon receiving such notice. The holders of Series A preferred stock are entitled to one vote for each share of common stock into which the Series A preferred stock can be converted. The holders of the Series A preferred stock and the Series B preferred stock, voting as a single class, are entitled to elect six members of our board of directors (out of a ten member board).

SERIES B PREFERRED STOCK FINANCING

In November and December 2005 and January 2006, we completed private placements in the amount of approximately $72.5 million, consisting of 10% convertible promissory notes due February 16, 2010, warrants to purchase our common stock, and our Series B convertible redeemable preferred stock to PCG Satellite Investments, LLC (an affiliate of the Pacific Corporate Group), MH Investors Satellites LLC (an affiliate of MH Equity Investors), Torch Hill Capital and several existing investors, including Ridgewood Capital, OHB Technology, Northwood Ventures and several members of senior management, and certain other private equity investors. The convertible notes purchased automatically converted on December 30, 2005 into shares of Series B preferred stock at a conversion price of $4.03 per share, and as a result of such conversion, the warrants were cancelled. In connection with this private placement, we granted to the Series B preferred stock holders certain registration and stockholder rights. In addition, certain specified corporate actions by us require the affirmative vote of the majority holders of the Series B preferred stock, which for as long as PCG Satellite Investments, LLC, CALPERS/PCG Corporate Partners, LLC and their affiliates, (the “PCG Entities”) hold a minimum threshold of the Series B preferred stock, is defined to be the PCG Entities. The holders of the Series A preferred stock and the Series B preferred stock, voting as a single class, are entitled to elect six members of our board of directors (out of a ten member board).

The Series B preferred stock has full ratchet anti-dilution protection pursuant to which the Series B preferred stock conversion price shall be adjusted downwards to equal the price at which any dilutive

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securities are issued. The holders of the Series A preferred stock and the Series B preferred stock, voting as a single class, are entitled to elect six members of our board of directors (out of a ten member board), subject to upward adjustment in the event we do not hold funds sufficient to satisfy our obligations to redeem the Series B preferred stock after October 31, 2011. Certain Series B preferred stock investors are obligated to purchase an additional 10.3 million shares of Series B preferred stock on or prior to March 1, 2007 (subject to certain exceptions) at the same $4.03 per share price paid in the 2005 financing unless there has been a qualified sale or IPO under the terms of the purchase agreement.

The holders of the Series B preferred stock are entitled to receive cash dividends of 12% per share per annum, based on their imputed original issue price, compounded annually, which shall be payable in full upon liquidation, redemption or any conversion of the Series B preferred stock into common stock. In addition, the holders of the Series B preferred stock have a liquidation preference equal to $4.03 per outstanding share (as adjusted for any stock dividends, combinations, splits, recapitalization and similar events with respect to such shares) plus all declared and/or accumulated but unpaid dividends. Shares of Series B preferred stock (other than shares held by holders who exercise certain opt-out rights, if such opt-out rights apply) shall be redeemed at a price equal to $4.03 per share, plus all declared and/or accumulated but unpaid dividends thereon, after receipt of a redemption notice, on or after October 31, 2011, from the PCG Entities for as long as the PCG Entities hold a minimum threshold of Series B preferred stock. Each share of Series B preferred stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance, into one share of common stock, subject to adjustment as set forth in the amended and restated certificate of incorporation to account for certain dilutive issuances, among other events.

Each share of Series B preferred stock will be automatically converted into shares of our common stock at the Series B preferred stock conversion price of $4.03 per share, subject to adjustment for dilution and other events, immediately upon the earlier of (i) the closing of a public offering with gross cash proceeds (prior to the deduction of any fees and expenses incurred in such transaction) to us of not less than $75,000,000, at certain specified price per share thresholds if the public offering occurs on or before certain specified dates, (ii) the closing of a sale, lease, transfer or other disposition of all or substantially all of our properties or assets, or a stock sale, merger or consolidation with any other corporation or entity, or any transaction or series of related transaction (including, without limitation, any reorganization, merger, consolidation) that results in a change of control in which the proceeds per share received by holders of the Series B preferred stock are comparable to the proceeds from a public offering set forth above; or (iii) the vote or written consent of the holders of two-thirds of the Series B preferred stock.

REGISTRATION RIGHTS AGREEMENT

On December 30, 2005, and in connection with the Series B preferred stock financing described above, we entered into a Second Amended and Restated Registration Rights Agreement with the Series B preferred stock investors and existing holders of our Series A preferred stock and common stock who were parties to the Amended and Restated Registration Rights Agreement dated February 17, 2004.

Beginning any time after the first to occur of eighteen months after December 30, 2005 and six months after an initial public offering of our common stock or, after the fifth anniversary of this agreement, certain holders of Series A preferred stock and Series B preferred stock will have the right to demand, at any time or from time to time, that we file up to two registration statements registering the common stock. Only holders of (i) at least two-thirds of the registrable securities (generally our common stock and common stock issued upon conversion of our preferred stock and warrants) outstanding as of the date of the our initial public offering, (ii) at least 35% of the registrable securities outstanding as of the date of the

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demand or (iii) a specified number of holders of our Series B preferred stock may request a demand registration.

In addition, certain holders will be entitled to an additional demand registration statement on Form S-3 covering the resale of all registrable securities, provided that we will not be required to effect more than one such demand registration statement on Form S-3 in any twelve month period or to effect any such demand registration statement on Form S-3 if any such demand registration statement on Form S-3 will result in an offering price to the public of less than $20 million. Notwithstanding the foregoing, after we qualify to register our common stock on Form S-3, Sagamore Hill Hub Fund Ltd. and its affiliates (collectively, “Sagamore”) and the PCG Entities will have separate rights to additional demand registrations that would be eligible for registration on Form S-3; provided, that we will not be required to effect more than one such demand registration requested by Sagamore or the PCG Entities, as the case may be, on Form S-3 in any twelve month period and that Sagamore or the PCG Entities, as the case may be, will pay the expenses of such registration if such registration shall result in an aggregate offering price to the public of less than $1 million.

Certain investors also have piggyback registration rights as specified in our Second Amended and Restated Registration Rights Agreement, and we are seeking a waiver of such piggyback registration rights with respect to this offering.

INDEMNITY AGREEMENTS

We have entered into indemnification agreements with each of our directors. In addition, we have entered into indemnification agreements with certain of our executive officers in their capacity as directors of certain of our subsidiaries. Each indemnification agreement provides that we will, subject to certain exceptions, indemnify the indemnified person in respect of any and all expenses incurred as a result of any threatened, pending or completed action, suit or proceedings involving the indemnified person and relating to the indemnified person’s service as an executive officer or director of ours. We will also indemnify the indemnified person to the fullest extent as may be provided under the non-exclusivity provisions of our bylaws and Delaware law. The indemnification period lasts for as long as the indemnified person is an executive officer or director of ours and continues if the indemnified person is subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitration, administrative or investigative, by reason of fact that the indemnified person was serving in such capacity. Upon request, we must advance all expenses incurred by the indemnified person in connection with any proceeding, provided the indemnified person undertakes to repay the advanced amounts if it is determined ultimately that the indemnified person is not entitled to be indemnified under any provision of the indemnification agreement, our bylaws, Delaware law or otherwise.

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The following table shows information with respect to the beneficial ownership of our common stock as of March 31, 2006, and as adjusted to reflect the sale of common stock being offered by us in this offering, and conversion of all outstanding shares of preferred stock into shares of common stock by:

†	each person, or group of affiliated persons, known to us to own beneficially 5% or more of our outstanding common stock;
†	each of our directors;
†	each of our named executive officers; and
†	all of our directors and officers as a group.

Percentage ownership before the offering is based on 40,609,978 shares of common stock outstanding as of March 31, 2006, as adjusted for the conversion of all outstanding shares of preferred stock into shares of common stock subject to the assumptions set forth below. Percentage ownership after the offering is based on            shares of common stock outstanding immediately after the closing of this offering. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are exercisable as of March 31, 2006, or will become exercisable within 60 days thereafter are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

	Shares of
	common stock		Percentage of total
	owned(1)		common stock held
	Shares of		Before		After
Name of beneficial owner	common stock		offering		offering
Greater than 5% Stockholders
PCG Satellite Investments LLC(2)		7,836,228		19.30%
Ridgewood Satellite LLC(3)		5,199,594		12.76%
OHB Technology A.G.(4)		4,268,332		10.48%
MH Investors Satellite LLC(5)		3,722,084		9.17%
Estate of Don Franco(6)		3,061,851		7.45%
SES Global Participations S.A.(7)		3,000,001		7.39%
Northwood Ventures LLC(8)		2,949,043		7.23%
Named Executive Officers and Directors
Jerome B. Eisenberg(9)		1,902,206		4.63%
John P. Brady(10)		62,500	*
Marc Eisenberg(11)		451,659		1.10%
Emmett Hume(12)		267,726	*
John J. Stolte, Jr.(13)		64,000	*
Robert Bednarek(14)		3,000,001		7.39%
John Franco(15)		360,000	*
Marco Fuchs(4)		4,268,332		10.48%
Ronald Gerwig(16)		3,722,084		9.17%
Robert Gold(3)		5,199,594		12.76%
Leslie Golden(3)		5,199,594		12.76%
Timothy Kelleher(17)		7,836,228		19.30%
Matthew Lesesky(18)		7,836,228		19.30%
Peter Schiff(8)		2,949,043		7.23%
All executive officers and directors as a group (14 persons)		30,083,373		71.34%

[Footnotes on following page]

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* Represents beneficial ownership of less than 1% of the outstanding shares of common stock.

(1)	Unless otherwise indicated, the amounts shown as being beneficially owned by each stockholder or group listed above represent shares over which that stockholder or group holds sole investment power.
(2)	PCG Satellite Investments LLC’s address is 1200 Prospect Street, Suite 2000, La Jolla, California 92037.
(3)	Includes 2,256,856 and 2,810,696 shares of common stock underlying shares of Series A preferred stock and Series B preferred stock, respectively, held by Ridgewood Satellite LLC. Also includes 132,042 shares of common stock underlying shares of Series A preferred stock issuable to Ridgewood Satellite LLC upon exercise of warrants that are exercisable within 60 days of March 31, 2006. Mr. Gold, one of our directors, is President and CEO of Ridgewood Venture Management Corp., which manages Ridgewood Satellite LLC. Mr. Gold disclaims beneficial ownership of the shares held by Ridgewood Satellite LLC except to the extent of his pecuniary interest therein. Ms. Golden, one of our directors, is Managing Director of Ridgewood Venture Management Corp. Ms. Golden disclaims beneficial ownership of the shares held by Ridgewood Satellite LLC except to the extent of her pecuniary interest therein. Ridgewood Satellite LLC’s address is 947 Linwood Avenue, Ridgewood, New Jersey 07450.
(4)	Includes 1,844,314 and 997,270 shares of common stock underlying shares of Series A preferred stock and Series B preferred stock, respectively, 1,182,100 shares of common stock held by OHB Technology A.G., and 114,835 shares of common stock held by ORBCOMM Deutschland A.G. Also includes 129,813 shares of common stock issuable to OHB Technology A.G. upon exercise of warrants that are exercisable within 60 days of March 31, 2006. Marco Fuchs, one of our directors, is CEO of OHB Technology A.G. which owns ORBCOMM Deutschland A.G. Marco Fuchs disclaims beneficial ownership of the shares held by OHB Technology A.G. and ORBCOMM Deutschland except to the extent of his pecuniary interest therein. OHB Technology A.G.’s address is Universitaetsalle 27-29, Bremen, D-28539, Germany.
(5)	MH Investors Satellite LLC’s address is 11405 N. Pennsylvania Street, Suite 205, Carmel, Indiana 46032.
(6)	Includes 361,131 shares of common stock underlying shares of Series A preferred stock and 2,216,367 shares of common stock held by the Estate of Don Franco. Includes 71,853 and 412,500 shares of common stock issuable to the Estate of Don Franco upon exercise of warrants and options, respectively. The Estate of Don Franco’s address is 12 Hickory Road, Saddle River, New Jersey 07458.
(7)	SES Global Participations S.A.’s address is Chateau de Betzdorf, Luxembourg, L-6815.
(8)	Includes 1,328,377 and 416,873 shares of common stock underlying shares of Series A preferred stock and Series B preferred stock, respectively, and 488,047 shares of common stock held by Northwood Ventures LLC, 283,123 and 79,404 shares of common stock underlying shares of Series A preferred stock and Series B preferred stock, respectively, and 86,126 shares of common stock held by Northwood Capital Partners LLC, 42,213 and 12,406 shares of common stock underlying shares of Series A preferred stock and Series B preferred stock, respectively, held by SK Partners, and 10,553 and 2,481 shares of common stock underlying shares of Series A preferred stock and Series B preferred stock respectively, held by the Richard K. Webel Trust. Also includes 139,254, 30,683, 23,602 and 5,901 shares of common stock issuable to Northwood Ventures LLC, Northwood Capital Partners LLC, SK Partners and the Richard K. Webel Trust, respectively, upon exercise of warrants that are exercisable within 60 days of March 31, 2006. Peter Schiff, one of our directors, is President of Northwood Ventures LLC and Northwood Capital Partners LLC and is also Managing General Partner of SK Partners and

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Principal stockholders

trustee of the Richard K. Webel Trust. Mr. Schiff disclaims beneficial ownership of the shares held by Northwood Ventures LLC, Northwood Capital Partners LLC, SK Partners and Richard K. Webel Trust except to the extent of his pecuniary interest therein. Northwood Ventures LLC’s address is 485 Underhill Boulevard, Suite 205, Syosset, New York 11791.

(9)

Includes 333,425 shares of common stock underlying shares of Series A preferred stock and 1,054,247 shares of common stock held by Jerome B. Eisenberg and 30,000 shares of common stock underlying shares of Series A preferred stock held by Cynthia Eisenberg, Mr. Eisenberg’s wife. Also includes 65,784 and 418,750 shares of common stock issuable to Mr. Eisenberg upon exercise of warrants and options, respectively, that are exercisable within 60 days of March 31, 2006. Mr. Eisenberg disclaims beneficial ownership of the shares held by Cynthia Eisenberg.

(10)	Includes 62,500 shares of common stock issuable to John P. Brady upon exercise of options that are exercisable within 60 days of March 31, 2006.
(11)	Includes 21,108 shares of common stock underlying shares of Series A preferred stock held by Marc Eisenberg. Also includes 11,801 and 418,750 shares of common stock issuable to Mr. Eisenberg upon the exercise of warrants and options, respectively, that are exercisable within 60 days of March 31, 2006.
(12)	Includes 3,781 shares of common stock underlying shares of Series A preferred stock held by Emmett Hume, 75,915 shares of common stock underlying shares of Series A preferred stock held by Emmett Hume IRA, 65,140 shares of common stock underlying shares of Series A preferred stock held by David Hume Trust and 66,640 shares of common stock underlying shares of Series A preferred stock held by Cara Hume Trust. Also includes 56,250 shares of common stock issuable to Mr. Hume upon exercise of options that are exercisable within 60 days of March 31, 2006. Mr. Hume is the trustee for the David Hume Trust and the Cara Hume Trust. Mr. Hume disclaims beneficial ownership of the shares held by the David Hume Trust and the Cara Hume Trust.
(13)	Includes 64,000 shares of common stock issuable to John J. Stolte, Jr. upon exercise of options that are exercisable within 60 days of March 31, 2006.
(14)	Includes 3,000,001 shares of common stock underlying shares of Series A preferred stock held by SES Global Participations S.A. Mr. Bednarek, one of our directors, is Executive Vice President of SES Global S.A. which owns SES Global Participations S.A. Mr. Bednarek disclaims beneficial ownership of the shares held by SES Global Participations S.A. except to the extent of his pecuniary interest therein.
(15)	Includes 34,180 shares of common stock underlying shares of Series A preferred stock and 325,820 shares of common stock held by John and Mary Franco.
(16)	Includes 3,722,084 shares of common stock underlying shares of Series B preferred stock held by MH Investors Satellite LLC. Mr. Gerwig is the Assistant Treasurer of MH Investors Satellite LLC and he disclaims beneficial ownership of the shares held by MH Investors Satellite LLC except to the extent of his pecuniary interest therein.
(17)	Includes 7,836,228 shares of common stock underlying shares of Series B preferred stock held by PCG Satellite Investments LLC. Mr. Kelleher is a Managing Director of Pacific Corporate Group, which is an affiliate of PCG Satellite Investments LLC and disclaims beneficial ownership of the shares held by PCG Satellite Investments LLC except to the extent of his pecuniary interest therein.
(18)	Includes 7,836,228 shares of common stock underlying shares of Series B preferred stock held by PCG Satellite Investments LLC. Mr. Lesesky is an Associate of Pacific Corporate Group, which is an affiliate of PCG Satellite Investments LLC and disclaims beneficial ownership of the shares held by PCG Satellite Investments LLC except to the extent of his pecuniary interest therein.

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Selling stockholders

The shares of our common stock which may be resold hereunder by the selling stockholders are:

†	shares of common stock issued in private placements;
†	shares of common stock received upon the conversion of our Series A convertible redeemable preferred stock;
†	shares of common stock received upon the conversion of our Series B convertible redeemable preferred stock; and
†	shares of common stock received upon exercise of options and warrants.

The shares of common stock and preferred stock issued prior to the date of this prospectus were issued in transactions exempt from the registration requirements of the Securities Act.

The following table sets forth information, as of                      , 2006, with respect to the selling stockholders and the shares of common stock beneficially owned by each selling stockholder that may be offered pursuant to this prospectus. The information is based on information provided by or on behalf of the selling stockholders.

	Shares of common stock			Shares of common stock
	beneficially owned prior			beneficially owned after
	to the offering			the offering
			Shares of common
Name	Number	Percent	stock offered hereby	Number	Percent
Total:

Each of the selling stockholders set forth in the table is a party to the Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among us and certain preferred stockholders of ours.

All of the shares owned by the selling stockholders were “restricted securities” under the Securities Act prior to this registration.

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Description of capital stock

In this section, “we”, “us” and “our” refer only to Orbcomm Inc. and not its subsidiaries. The following is a description of the material terms of our amended and restated certificate of incorporation and our amended bylaws as each is anticipated to be in effect upon the consummation of this offering. This description is subject to the detailed provisions of, and is qualified by reference to, our amended and restated certificate of incorporation and our amended bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part.

GENERAL

We are currently authorized to issue 150 million shares consisting of 105 million shares of common stock, par value $0.001 per share, 15 million shares of Series A convertible redeemable preferred stock, par value $0.001 per share, and 30 million of Series B convertible redeemable preferred stock, par value $0.001 per share. As of March 31, 2006, we had 8,535,026 shares of our common stock outstanding held by 22 holders of record, 14,053,611 shares of our Series A preferred stock held by 70 holders of record and 18,021,341 shares of our Series B preferred stock held by 46 holders of record.

We will be authorized to issue (1)                      shares of common stock, par value $0.001 per share and (2)                      shares of preferred stock, par value $0.001 per share. Immediately following the completion of this offering, there are expected to be                      shares of our common stock outstanding (or                      shares if the underwriters exercise their option to purchase up to                     additional shares to cover our allotments in full) and no shares of preferred stock outstanding. The authorized shares of our common stock and preferred stock will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. If the approval of our stockholders is not required, our board of directors may determine not to seek stockholder approval.

Certain of the provisions described under this section entitled “Description of capital stock” could discourage transactions that might lead to a change of control of our company. Our amended and restated certificate of incorporation and amended bylaws:

†	will establish a classified board of directors, whereby our directors are elected for staggered terms in office so that only one-third of our directors stand for election in any one year;
†	will require stockholders to provide advance notice of any stockholder nominations of directors or any proposal of new business to be considered at any meeting of stockholders;
†	will require a supermajority vote to remove a director or to amend or repeal certain provisions of our amended and restated certificate of incorporation or amended bylaws; and
†	will preclude stockholders from calling a special meeting of stockholders.

COMMON STOCK

Our amended and restated certificate of incorporation will permit us to issue up to                      shares of our common stock.

Dividends. Holders of common stock are entitled to such dividends as may be declared by our board of directors out of funds legally available therefor. Dividends may not be paid on common stock unless all accrued dividends on preferred stock, if any, have been paid or set aside. In the event of our liquidation, dissolution or winding-up, the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock. See “Dividend policy”.

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Description of capital stock

Voting. Each holder of common stock will be entitled to one vote for each such share outstanding in the holder’s name. No holder of common stock will be entitled to cumulate votes in voting for directors.

Other Rights. Our amended and restated certificate of incorporation provides that, unless otherwise determined by our board of directors, no holder of shares of common stock will have any right to purchase or subscribe for any stock of any class that we may issue or sell.

PREFERRED STOCK

Our amended and restated certificate of incorporation permits us to issue up to                 shares of our preferred stock in one or more series and with rights and preferences that may be fixed or designated by our board of directors without any further action by our stockholders. The powers, preferences, rights and qualifications, limitations and restrictions of the preferred stock of any other series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock, including:

†	the maximum number of shares in the series and the distinctive designation;
†	the terms on which dividends, if any, will be paid;
†	the terms on which the shares may be redeemed, if at all;
†	the terms of any retirement or sinking fund for the purchase or redemption of the shares of the series;
†	the liquidation preference, if any;
†	the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;
†	the restrictions on the issuance of shares of the same series or any other class or series; and
†	the voting rights, if any, of the shares of the series.

Although our board of directors has no intention at the present time of doing so, it could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

CERTAIN PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED BYLAWS

Our amended and restated certificate of incorporation and amended bylaws will contain various provisions intended to (1) promote the stability of our stockholder base and (2) render more difficult certain unsolicited or hostile attempts to take us over, which could disrupt us, divert the attention of our directors, officers and employees and adversely affect the independence and integrity of our business.

Classified Board of Directors. Pursuant to our amended and restated certificate of incorporation and amended bylaws the number of directors will be fixed by our board of directors. Other than directors elected by the holders of any series of preferred stock or any other series or class of stock except common stock, our directors are divided into three classes. Each class consists as nearly as possible of one third of the directors. Directors elected by stockholders at an annual meeting of stockholders will be elected by a plurality of all votes cast. The terms of office of the three classes of director will expire, respectively, at our annual meetings in 2007, 2008 and 2009. The term of the successors of each such class of directors will expire three years from the year of election.

Removal of directors; Vacancies. Under Delaware law, unless otherwise provided in our amended and restated certificate of incorporation, directors serving on a classified board of directors may be removed by the stockholders only for cause. Our amended and restated certificate of incorporation will

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Description of capital stock

provide that directors may be removed only for cause upon the affirmative vote of holders of      % of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Our amended and restated certificate of incorporation will provide that any vacancy created by removal of a director shall be filled by a majority of the remaining members of the board of directors even though such majority may be less than a quorum.

Special Meetings; Written Consent. Our amended and restated certificate of incorporation and amended bylaws will provide that a special meeting of stockholders may be called only by a resolution adopted by a majority of the entire board of directors. Stockholders are not permitted to call, or to require that the board of directors call, a special meeting of stockholders. Moreover, the business permitted to be conducted at any special meeting of stockholders will be limited to the business brought before the meeting pursuant to the notice of the meeting given by us. In addition, our amended and restated certificate will provide that any action taken by our stockholders must be effected at an annual or special meeting of stockholders and may not be taken by written consent instead of a meeting. Our amended bylaws establish an advance notice procedure for stockholders to nominate candidates for election as directors or to bring other business before meetings of our stockholders.

Our amended and restated certificate of incorporation will provide that the affirmative vote of at least      % of the voting power of all of our outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class, would be required to amend or repeal the provisions of our amended and restated certificate of incorporation with respect to:

†	the election of directors;
†	the right to call a special meeting of stockholders;
†	the right to act by written consent;
†	amending our restated certificate of incorporation or amended bylaws; or
†	the right to adopt any provision inconsistent with the preceding provisions.

In addition, our amended and restated certificate of incorporation will provide that our board of directors may make, alter, amend and repeal our amended bylaws and that the amendment or repeal by stockholders of any of our amended bylaws would require the affirmative vote of at least      % of the voting power described above, voting together as a single class.

Delaware Takeover Statute

We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with any “interested stockholder” (as defined below) for a period of three years following the date that such stockholder became an interested stockholder, unless: (1) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (2) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3 % of the outstanding voting stock that is not owned by the interested stockholder.

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Description of capital stock

Section 203 of the Delaware General Corporation Law defines “business combination” to include: (1) any merger or consolidation involving the corporation and the interested stockholder; (2) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (3) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (4) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (5) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

THE NASDAQ NATIONAL MARKET

We will apply to list our common stock on Nasdaq under the symbol “ORBC”.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is                     . Its address is                                         , and its telephone number is                     .

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Shares eligible for future sale

Prior to this offering, there has been no public market for our common stock, and a significant public market for our common stock may not develop or be sustained after this offering. Future sales of significant amounts of our common stock, including shares of our outstanding common stock and shares of our common stock issued upon exercise of outstanding options, in the public market after this offering could adversely affect the prevailing market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

SALE OF RESTRICTED SHARES AND LOCK-UP AGREEMENTS

Upon the closing of this offering, we will have outstanding                      shares of common stock based upon our shares outstanding as of                     , 2006.

Of these shares, the                      shares of common stock sold in this offering will be freely tradable without restriction under the Securities Act, unless purchased by affiliates of ours, as that term is defined in Rule 144 under the Securities Act.

The remaining                      shares of common stock were issued and sold by us in private transactions, and are eligible for public sale if registered under the Securities Act or sold in accordance with Rule 144, 144(k) or 701 of the Securities Act. However,                     of these remaining shares of common stock are held by officers, directors, and existing stockholders who are subject to lock-up agreements for a period of 180 days after the date of this prospectus, subject to extension under certain circumstances, under which all holders of our common stock have agreed not to sell or otherwise dispose of their shares of common stock.

The underwriters, in their sole discretion, may release the shares subject to the lock-up agreements in whole or in part at anytime with or without notice. We have been advised by the underwriters that, when determining whether or not to release shares from the lock-up agreements, the underwriters will consider, among other factors, the stockholder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. The underwriters have advised us that they have no present intention to release any of the shares subject to the lock-up agreements prior to the expiration of the lock-up period.

As of the date of this prospectus, up to                     of the remaining shares may be eligible for sale in the public market. Beginning 180 days after the date of this prospectus,                     of these remaining shares will be eligible for sale in the public market, although all but                      shares will be subject to certain volume limitations under Rule 144.

RULE 144

In general, Rule 144 allows a stockholder (or stockholders where shares are aggregated) who has beneficially owned shares of our common stock for at least one year and who files a Form 144 with the SEC to sell within any three month period commencing 90 days after the date of this prospectus a number of those shares that does not exceed the greater of:

†	1% of the number of shares of common stock then outstanding, which will equal approximately                      shares immediately after this offering; or
†	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of the Form 144 with respect to such sale.

Sales under Rule 144, however, are subject to specific manner of sale provisions, notice requirements, and the availability of current public information about our company. We cannot estimate the number of shares of common stock our existing stockholders will sell under Rule 144, as this will depend on the market price for our common stock, the personal circumstances of the stockholders, and other factors.

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Shares eligible for future sale

RULE 144(K)

Under Rule 144(k), in general, a stockholder who has beneficially owned shares of our common stock for at least two years and who is not deemed to have been an affiliate of ours at any time during the immediately preceding 90 days may sell shares without complying with the manner of sale provisions, notice requirements, public information requirements, or volume limitations of Rule 144. Affiliates of ours, however, must always sell pursuant to Rule 144, even after the otherwise applicable Rule 144(k) holding periods have been satisfied.

RULE 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of ours during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of ours to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

As of the date of this prospectus, no shares of our outstanding common stock had been issued in reliance on Rule 701 as a result of exercises of stock options.

OPTIONS

In addition to the            shares of common stock outstanding immediately after this offering, as of December 31, 2005, there were outstanding options to purchase 2,192,561 shares of our common stock. As soon as practicable after the closing of this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering shares of our common stock issued or reserved for issuance under our 2004 stock option plan and 2006 LTIP. Accordingly, shares of our common stock registered under such registration statement will be available for sale in the open market upon exercise by the holders, subject to vesting restrictions with us, contractual lock-up restrictions, and/or market stand-off provisions applicable to each option agreement that prohibit the sale or other disposition of the shares of common stock underlying the options for a period of 180 days after the date of this prospectus, subject to extension under certain circumstances, without the prior written consent from us or our underwriters.

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Material U.S. federal income tax considerations for non-U.S. holders

The following is a summary of the material U.S. federal income tax consequences that may be relevant to Non-U.S. Holders with respect to the acquisition, ownership and disposition of our common stock. For purposes of this description, a “Non-U.S. Holder” is a beneficial owner of our common stock that, for U.S. federal income tax purposes, is not:

†	an individual citizen or resident of the United States;
†	a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
†	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
†	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) or other pass-through entity holds our common stock, the tax treatment of a partner or owner of such partnership or other pass-through entity will generally depend on the status of the partner or owner and the activities of the partnership or pass-through entity. Such a partnership or pass-through entity, or partner or owner of such a partnership or pass-through entity, should consult its tax advisor as to its tax consequences.

This description addresses only the U.S. federal income tax considerations of holders that are initial purchasers of our common stock pursuant to the offering and that will hold our common stock as capital and does not address all aspects of U.S. federal income taxation that may be relevant in light of a particular non-U.S. Holder’s special tax status or situation. In particular, this description does not address tax considerations applicable to holders that are U.S. persons, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, dealers or traders in securities or currencies, tax-exempt entities, U.S. expatriates, partnerships or other pass-through entities, passive foreign investment companies, controlled foreign corporations, persons that will hold our stock as part of a hedge, straddle or conversion transaction, persons that have a “functional currency” other than the U.S. dollar; or holders that own or are deemed to own 10% or more, by voting power or value, of our stock. This discussion does not address any tax consequences that arise under the laws of any state, local or foreign jurisdiction. Moreover, except as set forth below, this description does not address the U.S. federal estate and gift or alternative minimum tax consequences of the acquisition, ownership and disposition of our common stock.

This description is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

You should consult your own tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning and disposing of our common stock.

DIVIDENDS

Distributions on our common stock will constitute dividends to the extent paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. If a distribution

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Material U.S. federal income tax considerations for non-U.S. holders

exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the Non-U.S. Holder’s investment to the extent of the Non-U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as capital gain.

We currently do not intend to pay dividends with respect to our common stock. However, if we were to pay dividends with respect to our common stock, generally, but subject to the discussions below under “—Status as United States Real Property Holding Corporation” and “—Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, dividends of cash or property paid to you will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable United States income tax treaty. In order to obtain the benefit of any applicable United States income tax treaty, you will have to file certain forms (e.g., Form W-8BEN or an acceptable substitute form). Such forms generally would contain your name and address and a certification that you are eligible for the benefits of such treaty.

This United States withholding tax generally will not apply to dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States, and, if a treaty applies, attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder. Dividends effectively connected with the conduct of a trade or business, as well as those attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder under an applicable treaty, are subject to United States federal income tax generally in the same manner as if the Non-U.S. Holder were a U.S. person, as defined under the Code. Certain IRS certification and disclosure requirements must be complied with (e.g., the provision of a Form W-8ECI or an acceptable substitute form) in order for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a Non-U.S. Holder that is a foreign corporation may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

SALE, EXCHANGE OR OTHER TAXABLE DISPOSITION OF OUR COMMON STOCK

Generally, but subject to the discussions below under “—Status as United States Real Property Holding Corporation” and “—Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you will not be subject to U.S. federal income or withholding tax on any gain recognized on the sale, exchange or other taxable disposition of our common stock unless (1) such gain is effectively connected with your conduct of a trade or business in the United States and, where a tax treaty applies, is attributable to a permanent establishment or (2) if you are an individual, you are present in the United States for 183 days or more in the taxable year of such disposition and certain other conditions are met. If you are a corporate non-U.S. Holder, “effectively connected” gains that you recognize may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

STATUS AS UNITED STATES REAL PROPERTY HOLDING CORPORATION

If you are a Non-U.S. Holder, under certain circumstances, gain recognized on the sale or exchange of, and certain distributions in excess of basis with respect to, our common stock would be subject to U.S. federal income tax, notwithstanding your lack of other connections with the United States, if we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period ending on the date of such sale or exchange (or distribution). We believe that we will not be classified as a United States real property holding corporation as of the date of this offering and do not expect to become a United States real property holding corporation. However, the determination of whether we are a United States real property holding corporation is fact-specific and depends on the composition of our assets. We cannot assure you that we will not in future become a United States real property holding corporation.

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Material U.S. federal income tax considerations for non-U.S. holders

FEDERAL ESTATE TAX

Our common stock held by an individual at death, regardless of whether such individual is a citizen, resident or domiciliary of the United States, will be included in the individual’s gross estate for U.S. federal estate tax purposes, subject to an applicable estate tax or other treaty, and therefore may be subject to U.S. federal estate tax.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS

We must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

The United States imposes a backup withholding tax on dividends and certain other types of payments to United States persons (currently at a rate of 28%) of the gross amount. Dividends paid to a Non-U.S. Holder will not be subject to backup withholding if proper certification of foreign status (usually on an IRS Form W-8BEN) is provided, and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person, or the holder is a corporation or one of several types of entities and organizations that qualify for exemption, also referred to as an exempt recipient.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of shares of common stock by a Non-U.S. Holder outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a Non-U.S. Holder sells or otherwise disposes of shares of common stock through the U.S. office of a United States or foreign broker, the broker will be required to report the amount of proceeds paid to such holder to the IRS and to apply the backup withholding tax (currently at a rate of 28%) to the amount of such proceeds unless appropriate certification (usually on an IRS Form W-8BEN) is provided to the broker of the holder’s status as either an exempt recipient or a non-U.S. person, and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person. Information reporting also applies if a Non-U.S. Holder sells or otherwise disposes of its shares of common stock through the foreign office of a broker deriving more than a specified percentage of its income from United States sources or having certain other connections to the United States and the foreign broker does not have certain documentary evidence in its files of the Non-U.S. Holder’s foreign status.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our common stock. You should consult your own tax advisor concerning the tax consequences of your particular situation.

127

Underwriting

We are offering the shares of our common stock described in this prospectus through the underwriters named below. UBS Securities LLC is the representative of the underwriters and the sole book-running manager of this offering. We and the selling stockholders have entered into an underwriting agreement with the representative. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase the number of shares of common stock listed next to its name in the following table.

Underwriter		Number of Shares
UBS Securities LLC
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Cowen and Company, LLC
	Total

The underwriting agreement provides that the underwriters must buy all of the shares if they buy any of them. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

Our common stock is offered subject to a number of conditions, including:

†	receipt and acceptance of our common stock by the underwriters; and
†	the underwriters’ right to reject orders in whole or in part.

We have been advised by the representative that the underwriters intend to make a market in our common stock, but that they are not obligated to do so and may discontinue making a market at any time without notice.

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

OVER-ALLOTMENT OPTION

We have granted to the underwriters an option to buy up to an aggregate of           additional shares of our common stock. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters have 30 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional shares approximately in proportion to the amounts specified in the table above.

COMMISSIONS AND DISCOUNTS

Shares sold by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $           per share from the initial public offering price. Any of these securities dealers may resell any shares purchased from the underwriters to other brokers or dealers at a discount of up to $           per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representative may change the offering price and the other selling terms. Sales of shares made outside of the United States may be made by affiliates of the underwriters. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the shares at the prices and upon the terms stated therein, and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms. The representative of the underwriters has informed us that it does not expect to sell more than an aggregate of            shares of common stock to accounts over which such representative exercises discretionary authority.

128

Underwriting

The following table shows the per share and total underwriting discounts and commissions we and the selling stockholders will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional            shares.

Paid by us

Paid by selling stockholders

Total

No exercise

Full exercise

No exercise

Full exercise

No exercise

Full exercise

Per Share

$

$

$

$

$

$

Total

$

$

$

$

$

$

We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately $                million.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

NO SALES OF SIMILAR SECURITIES

We, our executive officers and directors and certain of our existing stockholders have entered into lock-up agreements with the underwriters. Under these agreements, subject to certain exceptions, we and each of these persons may not, without the prior written approval of the representative, offer, sell, contract to sell or otherwise dispose of, directly or indirectly, or hedge our common stock or securities convertible into or exchangeable or exercisable for our common stock, or warrants or other rights to purchase our common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. At any time and without public notice, the representative may, in its sole discretion, release all or some of the securities from these lock-up agreements.

NASDAQ NATIONAL MARKET QUOTATION

We will apply to list our common stock on Nasdaq under the trading symbol “ORBC”.

PRICE STABILIZATION, SHORT POSITIONS

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our common stock, including:

†	stabilizing transactions;
†	short sales;
†	purchases to cover positions created by short sales;
†	imposition of penalty bids; and
†	syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering and purchasing shares of common stock in the open market to cover positions created by short sales. Short sales may be “covered short sales”, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked short sales”, which are short positions in excess of that amount.

The underwriters may close out any covered short position by either exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination,

129

Underwriting

the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

Naked short sales are sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchased in this offering.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. The underwriters may carry out these transactions on Nasdaq, in the over-the-counter market or otherwise.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock will be determined by negotiation by us and the representative of the underwriters. The principal factors to be considered in determining the initial public offering price include:

†	the information set forth in this prospectus and otherwise available to the representative;
†	our history and prospects and the history of and prospects for the industry in which we compete;
†	our past and present financial performance and an assessment of our management;
†	our prospects for future earnings and the present state of our development;
†	the general condition of the securities markets at the time of this offering;
†	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
†	other factors deemed relevant by the underwriters and us.

AFFILIATIONS

Certain of the underwriters and their affiliates have in the past and may in the future provide from time to time certain commercial banking, financial advisory, investment banking and other services for us in the ordinary course of their business for which they will be entitled to receive separate fees. UBS Securities LLC arranged the private placement of a portion of the convertible notes and Series B preferred stock in December 2005, for which it received customary fees. Bank of America, N.A., an affiliate of Banc of America Securities LLC, provides us with commercial banking services.

130

Legal matters

The validity of the shares of common stock offered hereby will be passed upon for us by Chadbourne & Parke LLP, New York, New York, and for the underwriters by Milbank, Tweed, Hadley & McCloy LLP, New York, New York. As of the date of this prospectus, a member of Chadbourne & Parke LLP beneficially owns, through an investment partnership,            shares of our Series A preferred stock,            shares of our Series B preferred stock and warrants to purchase            shares of our common stock.

Experts

The consolidated financial statements as of December 31, 2004 and 2005 and for the years then ended included in this prospectus, and the related financial statement schedule included in the prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Our consolidated financial statements and financial statement schedule for the year ended December 31, 2003 included in this prospectus have been so included in reliance on the report, which includes an explanatory paragraph relating to our ability to continue as a going concern, of J.H. Cohn LLP, independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

Changes in and disagreements with accountants on accounting and financial disclosure

On July 12, 2005, we dismissed J.H. Cohn LLP as our principal accountants and engaged Deloitte & Touche LLP, as our independent auditors. The decision to change independent auditors was recommended by our Audit Committee and approved by our board of directors. We did not consult with Deloitte & Touche regarding any matters prior to its engagement.

From 2001 through July 12, 2005, there were no disagreements with J.H. Cohn LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of J.H. Cohn LLP, would have caused J.H. Cohn LLP to make reference to the subject matter in connection with their opinion on our consolidated financial statements for such years, except that the reports on the our financial statements for the period from April 23, 2001 inception to December 31, 2001 and for the years ended December 31, 2002 and 2003 contained separate paragraphs emphasizing that “the Company has incurred losses and its operating activities have used cash on a recurring basis which raise substantial doubt about its ability to continue as a going concern”.

In addition, on April 13, 2005, J.H. Cohn LLP provided our Audit Committee with a letter citing what J.H. Cohn LLP asserted are “material weaknesses” over certain matters involving internal control. In particular, J.H. Cohn LLP noted the following material weaknesses: insufficient formalized procedures to ensure that all relevant documents relating to accounting transactions were made available to our accounting department; lack of communication on a timely basis from upper management to our accounting department on significant and/or complex transactions; and several instances of transactions that were not properly recorded in the general ledger, leading to a significant number of recorded audit adjustments.

In response to the letter, we have engaged a national consulting firm with respect to the development of appropriate internal controls and have begun to hire key senior accounting and finance employees to comply with the requirements of Sarbanes-Oxley Act of 2002 and to augment our accounting and finance functions. We have discussed our corrective actions and future plans with our Audit Committee and we believe that the actions outlined above, once fully implemented, will correct any deficiencies in internal controls that are considered to be a material weakness.

131

Where you can find more information

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules, and amendments to the registration statement) under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the shares of common stock to be sold in this offering, we refer you to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document to which we make reference are not necessarily complete. In each instance, we refer you to the copy of such contract, agreement or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by the more complete description of the matter involved.

Upon completion of this offering, we will become subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended, and, as a result, will file periodic and current reports, proxy and information statements, and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Copies of all or any part of the registration statement may be obtained from the SEC’s offices upon payment of fees prescribed by the SEC. The SEC maintains an Internet site that contains periodic and current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

132

Index to consolidated financial statements

		Page
Reports of Independent Registered Public Accounting Firms			F-2
Consolidated Financial Statements
	Consolidated Balance Sheets		F-4
	Consolidated Statements of Operations		F-5
	Consolidated Statements of Changes in Membership Interests and Stockholders’ Deficit		F-6
	Consolidated Statements of Cash Flows		F-7
	Notes to Consolidated Financial Statements		F-8
Schedule II— Valuation and Qualifying Accounts			F-38

F-1

Report of independent registered public accounting firm

To the Board of Directors and Stockholders of

ORBCOMM Inc.

Fort Lee, New Jersey

We have audited the accompanying consolidated balance sheets of ORBCOMM Inc. and subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in membership interests and stockholders’ deficit, and cash flows for the years then ended. Our audits also included the 2005 and 2004 information included in the financial statement schedule listed in the Index at page F-1. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the 2005 and 2004 information included in the financial statement schedule, when considered in relation to the basic 2005 and 2004 consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

New York, New York

May 9, 2006

F-2

Report of independent registered public accounting firm

The Board of Directors and Stockholders

ORBCOMM, Inc.

We have audited the accompanying consolidated statements of operations, changes in members’ membership interests and stockholders’ deficit and cash flows and the related financial statement schedule of ORBCOMM LLC and Subsidiaries for the year ended December 31, 2003. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of ORBCOMM LLC and Subsidiaries for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule for the year ended December 31, 2003, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred net losses and its operating activities have used cash on a recurring basis. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements referred to above do not include any adjustments that might result from the outcome of this uncertainty.

/s/ J. H. Cohn LLP

Roseland, New Jersey

April 13, 2005

F-3

Consolidated balance sheets

				December 31,
										Pro forma
										stockholders’
										equity
				2004			2005			2005
				(in thousands, except share data)
										(unaudited)
							(see Note 20)
ASSETS
Current assets:
	Cash and cash equivalents			$	3,316		$	68,663
	Accounts receivable, net of allowances for doubtful accounts of $564 and $671 in 2004 and 2005 (includes amounts due from related parties of $1,237 and $543 in 2004 and 2005)				4,770			3,550
	Inventories				1,985			2,747
	Advances to contract manufacturer				3,825			701
	Prepaid expenses and other current assets				775			727
		Total current assets			14,671			76,388
Long-term receivable— related party					472			472
Satellite network and other equipment, net					5,243			7,787
Intangible assets, net					317			4,375
Other assets					185			294
			Total assets	$	20,888		$	89,316
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
	Accounts payable			$	2,165		$	2,330
	Accrued liabilities				3,667			8,198
	Current portion of deferred revenue				423			575
		Total current liabilities			6,255			11,103
Note payable— related party					—			594
Deferred revenue, net of current portion					4,878			8,052
		Total liabilities			11,133			19,749
Commitments and contingencies
Convertible redeemable preferred stock:
	Series A, par value $0.001; 15,000,000 shares authorized; 13,433,611 and 14,053,611 shares issued and outstanding in 2004 and 2005 (liquidation preference value of $8,027 in 2005) None issued and outstanding pro forma				38,588			45,500			—
	Series B, par value $0.001; 30,000,000 shares authorized; 17,629,999 shares issued and outstanding in 2005 (liquidation preference value of $71,049 in 2005). None issued and outstanding pro forma				—			66,721			—
Stockholders’ (deficit) equity:
	Common stock, par value $0.001; 105,000,000 shares authorized; 8,486,901 and 8,535,026 shares issued and outstanding in 2004 and 2005; 40,218,636 issued and outstanding pro forma				8			8		$	40
	Additional paid-in capital				10,693			5,880			118,069
	Accumulated other comprehensive income				—			90			90
	Accumulated deficit				(39,534	)		(48,632	)		(48,632	)
		Total stockholders’ (deficit) equity			(28,833	)		(42,654	)	$	69,567
			Total liabilities, convertible redeemable preferred stock and stockholders’ (deficit) equity	$	20,888		$	89,316

See notes to consolidated financial statements.

F-4

Consolidated statements of operations

				Years ended December 31,
				2003			2004			2005
				(in thousands, except per share data)
Revenues:
	Service revenues (including related party amounts of $734, $517 and $566 in 2003, 2004 and 2005)			$	5,143		$	6,479		$	7,804
	Product sales (including related party amounts of $17, $123 and $66 in 2003, 2004 and 2005)				1,938			4,387			7,723
		Total revenues			7,081			10,866			15,527
Costs and expenses(1):
	Costs of services				6,102			5,884			6,223
	Costs of product sales				1,833			4,921			6,459
	Selling, general and administrative				6,577			8,646			9,344
	Product development				546			778			1,341
		Total cost and expenses			15,058			20,229			23,367
Loss from operations					(7,977	)		(9,363	)		(7,840	)
Other income (expense):
	Interest income				—			49			66
	Interest expense, including amortization of deferred debt issuance costs and debt discount of $3,527, $722 and $31 in 2003, 2004 and 2005				(5,340	)		(1,318	)		(308	)
	Loss on extinguishment of debt				—			(1,757	)		(1,016	)
		Total other income (expense)			(5,340	)		(3,026	)		(1,258	)
Net loss				$	(13,317	)	$	(12,389	)	$	(9,098	)
Net loss applicable to common shares (Note 3)							$	(14,535	)	$	(14,248	)
Net loss per common share:
	Basic and diluted						$	(1.71	)	$	(1.67	)
	Basic and diluted pro forma (unaudited)									$	(0.66	)
Weighted average common shares outstanding:
	Basic and diluted							8,487			8,524
	Basic and diluted pro forma (unaudited)										21,508
(1)  Stock-based compensation included in costs and expenses:
			Costs of services				$	31		$	7
			Selling, general and administrative expenses					1,436			183
			Product development expenses					49			11
							$	1,516		$	201

See notes to consolidated financial statements.

F-5

Consolidated statements of changes in membership interests and stockholders’ deficit

Years ended December 31, 2003, 2004 and 2005

																			Total
	Membership													Accumulated					membership
	interest units						Common stock				Additional			other					interests and
											paid-in			comprehensive		Accumulated			stockholders’			Comprehensive
	Units			Amount			Shares		Amount		capital			income		deficit			deficit			loss
	(in thousands, except membership interest units and share data)
Balances, January 1, 2003		8,486,901		$	8,995			—	$	—	$	—		$	—	$	(13,725	)	$	(4,730	)
Forgiveness of subscription receivable from former officer of ORBCOMM LLC		—			100			—		—		—			—		—			100
Fair value of warrants and beneficial conversion rights related to convertible bridge notes		—			2,079			—		—		—			—		—			2,079
Warrants issued to 18% convertible note holders in exchange for note modification		—			321			—		—		—			—		—			321
Net loss		—			—			—		—		—			—		(13,317	)		(13,317	)	$	(13,317	)
Balances, December 31, 2003		8,486,901			11,495			—		—		—			—		(27,042	)		(15,547	)
Fair value of warrants and beneficial conversion rights related to convertible bridge notes		—			836			—		—		—			—		—			836
Contribution of ORBCOMM LLC membership interest units into common stock of ORBCOMM Inc.		(8,486,901	)		(12,331	)		8,486,901		8		12,323			—		—			—
Warrants issued in connection with the sale of Series A convertible redeemable preferred stock		—			—			—		—		606			—		—			606
Issuance of Series A convertible redeemable preferred stock in connection with the acquisition of Sistron International LLC		—			—			—		—		(362	)		—		(103	)		(465	)
Accrued preferred stock dividends		—			—			—		—		(3,318	)		—		—			(3,318	)
Accretion of preferred stock issuance costs		—			—			—		—		(320	)		—		—			(320	)
Stock-based compensation		—			—			—		—		1,516			—		—			1,516
Warrants issued in exchange for services rendered		—			—			—		—		248			—		—			248
Net loss		—			—			—		—		—			—		(12,389	)		(12,389	)	$	(12,389	)
Balances, December 31, 2004		—			—			8,486,901		8		10,693			—		(39,534	)		(28,833	)
Common stock issued		—			—			48,125		—		136			—		—			136
Accrued preferred stock dividends		—			—			—		—		(4,709	)		—		—			(4,709	)
Accretion of preferred stock issuance costs		—			—			—		—		(441	)		—		—			(441	)
Stock-based compensation		—			—			—		—		201			—		—			201
Net loss		—			—			—		—		—			—		(9,098	)		(9,098	)	$	(9,098	)
Cumulative translation adjustment		—			—			—		—		—			90		—			90			90
																						$	(9,008	)
Balances, December 31, 2005		—		$	—			8,535,026	$	8	$	5,880		$	90	$	(48,632	)	$	(42,654	)

See notes to consolidated financial statements.

F-6

Consolidated statements of cash flows

			Years ended December 31,
			2003			2004			2005
			(in thousands)
Cash flows from operating activities:
	Net loss		$	(13,317	)	$	(12,389	)	$	(9,098	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Change in allowance for doubtful accounts		(153	)		427			82
		Inventory impairments		160			56			115
		Depreciation and amortization		1,311			1,480			1,982
		Amortization of deferred debt issuance costs and debt discount		3,527			722			31
		Accretion on notes payable— related party		—			—			33
		Loss on extinguishment of debt		—			1,757			1,016
		Stock-based compensation		—			1,516			201
		Warrants issued in exchange for services rendered		—			248			—
		Write-off of note receivable		100			—			—
		Changes in operating assets and liabilities, net of acquisitions:
		Accounts receivable		(456	)		(4,437	)		1,014
		Inventories		690			(1,528	)		(642	)
		Advances to contract manufacturer		(253	)		(3,572	)		3,046
		Prepaid expenses and other current assets		425			(896	)		(366	)
		Accounts payable and accrued liabilities		1,489			(2,612	)		2,902
		Deferred revenue		1,509			3,177			3,325
		Net cash (used in) provided by operating activities		(4,968	)		(16,051	)		3,641
Cash flows from investing activities:
		Capital expenditures		(61	)		(2,491	)		(4,066	)
		Acquisitions of assets and businesses, net of cash acquired		(1,686	)		2			33
		Net cash used in investing activities		(1,747	)		(2,489	)		(4,033	)
Cash flows from financing activities:
		Payments of bank debt		(78	)		(104	)		—
		Proceeds from issuance of Series A preferred stock net of issuance costs of $2,595		—			24,227			—
		Proceeds from issuance of Series B preferred stock net of issuance costs of $4,328		—			—			41,702
		Proceeds from issuance of 10% convertible bridge notes		—			1,250			25,019
		Proceeds from issuance of 18% convertible bridge notes		4,956			—			—
		Proceeds from issuance of 12% convertible bridge notes		2,500			—			—
		Proceeds from issuance of note payable to Eurovest Holdings Ltd.		250			—			—
		Repayment of 10% convertible bridge notes		—			(922	)		—
		Repayment of 18% convertible bridge notes		(55	)		(2,341	)		—
		Repayment of note payable to Eurovest Holdings Ltd.		—			(250	)		—
		Repayment of due to ORBCOMM Holdings LLC		(340	)		—			—
		Payments for deferred financing costs		(606	)		(82	)		(1,047	)
		Net cash provided by financing activities		6,627			21,778			65,674
Effect of exchange rate changes on cash and cash equivalents				—			—			65
Net (decrease) increase in cash and cash equivalents				(88	)		3,238			65,347
Cash and cash equivalents:
	Beginning of year			166			78			3,316
	End of year		$	78		$	3,316		$	68,663
Supplemental cash flow disclosure (Note 19):
	Interest paid		$	406		$	649		$	187

See notes to consolidated financial statements.

F-7

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Note 1. Organization and Business

ORBCOMM Inc. (“ORBCOMM” or the “Company”), a Delaware corporation, is a satellite-based data communication company that operates a two-way global wireless data messaging system optimized for narrowband data communication. The Company provides these services through a constellation of 30 owned and operated in-Earth orbit satellites and accompanying ground infrastructure through which small, low power, fixed or mobile subscriber communicators (“Communicators”) can be connected to other public or private networks, including the Internet (collectively, the “ORBCOMM System”). The ORBCOMM System is designed to enable businesses and government agencies to track, monitor, control and communicate with fixed and mobile assets located nearly anywhere in the world.

The Company was formed in October 2003. On February 17, 2004, the members of ORBCOMM LLC contributed all of their outstanding membership interests to the Company in exchange for 8,486,901 shares of common stock of the Company. As a result, ORBCOMM LLC became a wholly owned subsidiary of the Company (such transaction, in combination with the issuances of preferred stock pursuant to the Stock Purchase Agreement discussed below, is referred to as the “Reorganization”). The Reorganization was accounted for as a reverse acquisition of the Company by ORBCOMM LLC and a related issuance of Series A preferred stock. Accordingly, the historical consolidated financial statements of ORBCOMM LLC became the historical consolidated financial statements of the Company. ORBCOMM LLC, formerly a majority-owned subsidiary of ORBCOMM Holdings LLC (“Holdings”), was organized as a limited liability company in Delaware on April 4, 2001. On April 23, 2001, ORBCOMM LLC acquired substantially all of the non-cash assets and assumed certain liabilities of ORBCOMM Global L.P. and its subsidiaries (the “Predecessor Company”), which had filed petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on September 15, 2000. The Predecessor Company was a limited partnership formed by Orbital Communications Corporation, a subsidiary of Orbital Sciences Corporation, and Teleglobe Mobile Partners, a subsidiary of Teleglobe Holdings Corporation.

The Reorganization included the closing of a Stock Purchase Agreement (the “Stock Purchase Agreement”) among ORBCOMM, ORBCOMM LLC and certain investors pursuant to which the following occurred:

†	ORBCOMM issued 5,392,606 shares of Series A convertible redeemable voting preferred stock (“Series A preferred stock”) to new investors at a price of $2.84 per share, and received gross proceeds totaling $15,315.
†	Certain note holders of ORBCOMM LLC entered into agreements to contribute the principal balances and accrued interest of their notes, totaling $10,967, to ORBCOMM in exchange for 3,861,703 shares of Series A preferred stock at a price of $2.84 per share.
†	Holders of warrants to purchase 2,736,997 membership interest units of ORBCOMM LLC, representing all of the issued and outstanding warrants of ORBCOMM LLC, entered into agreements to contribute such warrants to ORBCOMM in exchange for warrants, with substantially the same terms and conditions, to purchase an equal number of shares of common stock of ORBCOMM at the same exercise price. The warrants have exercise prices ranging from $1.55 per share to $2.84 per share and expire starting November 2007 through February 2009.
†	In August 2004, ORBCOMM issued an additional 4,051,888 shares of Series A preferred stock to new and existing investors at $2.84 per share, pursuant to the Stock Purchase Agreement and

F-8

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

received gross proceeds of $11,507. In connection with the sales of the Series A preferred stock in February and August 2004, ORBCOMM incurred aggregate issuance costs of $2,595.

Note 2. Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At December 31, 2005, the Company had net working capital of $65,285. Through December 31, 2005, the Company has an accumulated deficit of $48,632 and management believes that losses and negative cash flows will continue for the foreseeable future. The Company’s long-term viability is dependent upon its ability to raise additional funding or achieve positive cash flows from operations. Until and unless the Company’s operations generate significant revenues and cash flows, the Company will continue to attempt to fund operations from cash on hand, through the issuance of notes and through the issuance of preferred or common stock.

Note 3. Summary of Significant Accounting Policies

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned and majority-owned subsidiaries, and investments in variable interest entities in which the Company is determined to be the primary beneficiary. For periods before January 1, 2004, the accompanying consolidated financial statements included the accounts of ORBCOMM LLC and its wholly owned subsidiaries (See Note 1). All significant intercompany accounts and transactions have been eliminated in consolidation.

Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s consolidated results of operations. Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities had no carrying value as of December 31, 2004 and 2005, and the Company had no equity in the earnings or losses of those investees for the years ended December 31, 2003, 2004 and 2005. Non-controlling interests in companies are accounted for by the cost method where the Company does not exercise significant influence over the investee. The Company’s cost basis investments had no carrying value as of December 31, 2004 and 2005.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and during the reporting periods, and to disclose contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. The most significant estimates relate to the allowances for doubtful accounts, the useful lives and impairment of the Company’s satellite network and other equipment, the fair value of acquired assets, the fair value of securities underlying stock-based compensation and the realization of deferred tax assets.

F-9

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Revenue recognition

Product revenues are derived from sales of Communicators and other equipment, such as gateway earth stations and gateway control centers, to customers. The Company derives service revenues from its resellers (i.e., its value added resellers (“VARs”), international value added resellers (“IVARs”), international licensees and country representatives) and direct customers from utilization of Communicators on the ORBCOMM System. These service revenues consist of a one-time activation fee for each Communicator activated for use and monthly usage fees. Usage fees charged to customers are based upon the number, size and frequency of data transmitted by a customer and the overall number of Communicators activated by each customer. Usage fees charged to the Company’s VARs, IVARs, international licensees and country representatives are charged primarily based on the overall number of Communicators activated by the VAR, IVAR, international licensee or country representative and the total amount of data transmitted by their customers. For one licensee customer, the Company charges usage fees as a percentage of the licensee’s revenues. The Company also earns revenues from providing engineering, technical and management support services to customers, and from license fees and royalties relating to the manufacture of Communicators by third parties under certain manufacturing agreements.

Revenues generated from the sale of Communicators and other products are either recognized when the products are shipped or when customers accept the products, depending on the specific contractual terms. Sales of Communicators and other products are not subject to return and title and risk of loss pass to the customer at the time of shipment. Sales of Communicators are primarily to VARs and IVARs are not bundled with services arrangements. Revenues from sales of gateway earth stations and related products are recognized upon customer acceptance. Revenues from the activation of Communicators are initially recorded as deferred revenues and are, thereafter, recognized ratably over the term of the agreement with the customer, generally three years. Revenues generated from monthly usage and administrative fees and engineering services are recognized when the services are rendered. Upfront payments for manufacturing license fees are initially recorded as deferred revenues and are recognized ratably over the term of the agreements, generally ten years. Revenues generated from royalties relating to the manufacture of Communicators by third parties are recognized when the third party notifies the Company of the units it has manufactured and a unique serial number is assigned to each unit by the Company.

Amounts received prior to the performance of services under customer contracts are recognized as deferred revenues and revenue recognition is deferred until such time that all revenue recognition criteria have been met.

For arrangements with multiple obligations (e.g., deliverable and undeliverable products, and other post-contract support), the Company allocates revenues to each component of the contract based on objective evidence of its fair value. The Company recognizes revenues allocated to undelivered products when the criteria for product revenues set forth above are met. If objective and reliable evidence of the fair value of the undelivered obligations is not available, the arrangement consideration allocable to a delivered item is combined with the amount allocable to the undelivered item(s) within the arrangement. Revenues are recognized as the remaining obligations are fulfilled.

Out-of-pocket expenses incurred during the performance of professional service contracts are included in costs of services and any amounts re-billed to clients are included in revenues during the period in which they are incurred. Shipping costs billed to customers are included in product sales revenues and the related costs are included as costs of product sales.

The Company, on occasion, issues options to purchase its equity securities or the equity securities of its subsidiaries, or issue shares of its common stock as an incentive in soliciting sales commitments

F-10

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

from its customers. The grant date fair value of such equity instruments is recorded as a reduction of revenues on a pro-rata basis as products or services are delivered under the sales arrangement.

Costs of revenues

Costs of product sales includes the purchase price of products sold, shipping charges, costs of warranty obligations, payroll and payroll related costs for employees who are directly associated with fulfilling product sales and depreciation and amortization of assets used to deliver products. Costs of services is comprised of payroll and related costs, including stock-based compensation, materials and supplies, depreciation and amortization of assets used to provide services.

Foreign currency translation

The Company has foreign operations where the functional currency has been determined to be the local currency. The functional currency of the Company’s Canadian subsidiary has been determined to be the U.S. dollar. For operations where the local currency is the functional currency, assets and liabilities are translated using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. For these operations, currency translation adjustments are accumulated in a separate component of stockholders’ deficit. Transaction gains and losses are recognized in the determination of net income or loss. For operations where the U.S. dollar is designated as the functional currency, monetary assets and liabilities are remeasured using the end-of-period exchange rates, where non-monetary accounts are remeasured using historical exchange rates, and all remeasurement and transaction adjustments are recognized in the determination of the net income or loss.

Fair value of financial instruments

The carrying value of the Company’s short-term financial instruments, including cash, accounts receivable, accounts payable and accrued expenses and the current portion of deferred revenues approximated their fair value due to the short-term nature of these items. There is no market value information available for the Company’s long-term receivables, long-term deferred revenues and redeemable convertible preferred stock and a reasonable estimate could not be made without incurring excessive costs.

Cash and cash equivalents

The Company considers all liquid investments with maturities of three months or less, at the time of purchase, to be cash equivalents.

Concentration of risk

The Company’s customers are primarily commercial organizations headquartered in the United States. Accounts receivable are generally unsecured.

Accounts receivable are due in accordance with payment terms included in contracts negotiated with customers. Amounts due from customers are stated net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contracted for payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts are past due, the customer’s current ability to pay its obligations to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they are deemed uncollectible.

Long-term receivables represent amounts due from the sale of products and services to related parties that are collateralized by assets whose estimated fair market value exceeds the carrying value of the receivables (see Note 16).

F-11

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

During the years ended December 31, 2003, 2004 and 2005, one customer comprised 25.1%, 37.2% and 31.4% of revenues. During 2005, a second customer comprised 13.7% of revenues, resulting from the sale of a gateway earth station to that customer. At December 31, 2004 and 2005, one customer accounted for 10.0% and 41.9% of accounts receivable, respectively.

A significant portion of the Company’s Communicators are manufactured under a contract by Delphi Automotive Systems LLC, a subsidiary of Delphi Corporation, which is under bankruptcy protection. The Communicators are manufactured by a Delphi affiliate in Mexico, which the Company does not believe will be impacted by the Delphi bankruptcy. As of December 31, 2005, there has been no interruption to the supply of Communicators from Delphi.

The Company does not currently maintain in-orbit insurance coverage for its satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting the existing satellite constellation. If the Company experiences significant uninsured losses, such events could have a material adverse impact on the Company’s business.

Inventories

Inventories are stated at the lower of cost or market, determined on a first-in, first-out basis. Inventory represents finished goods available for sale to customers. The Company periodically evaluates the realizability of inventories and adjusts the carrying value as necessary.

Satellite network and other equipment

Satellite network and other equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized once an asset is placed in service using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful life or their respective lease term.

The cost of repairs and maintenance is charged to operations as incurred; significant renewals and betterments are capitalized.

Capitalized development costs

The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to five years. Prior to 2005, the Company did not capitalize any payroll and payroll-related costs because in the opinion of management these costs were not deemed capitalizable.

Intangible assets

Intangible assets consist primarily of licenses acquired from affiliates to market and resell the Company’s services in certain foreign geographic areas and related regulatory approvals to allow the Company to provide its services in various countries and territories. The Company’s intangible assets also include acquired intellectual property related to the manufacture of Communicators. Intangible assets are stated at their acquisition cost.

F-12

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Amortization of intangible assets is recognized using the straight-line method over the estimated useful lives of the assets. The Company does not have any indefinite-lived intangible assets at December 31, 2004 and 2005.

Impairment of long-lived assets

The Company’s policy is to review its long-lived assets and amortizable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In connection with this review, the Company also reevaluates the periods of depreciation and amortization for these assets. The Company recognizes an impairment loss when the sum of the undiscounted expected future cash flows from the use and eventual disposition of the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined using the present value of the net future operating cash flows to be generated by the asset. Through December 31, 2005, the Company has not recorded any impairment charges on its long-lived assets or intangibles.

Debt issuance costs and debt discount

Loan fees and other costs incurred in connection with the issuance of notes payable are deferred and amortized over the term of the related loan using the effective interest method. Such amortization is reported as a component of interest expense.

The Company accounts for the intrinsic value of beneficial conversion rights arising from the issuance of convertible debt instruments with conversion rights that are “in-the-money” at the commitment date pursuant to Emerging Issues Task Force (“EITF”) Issue No. 98-5 and EITF Issue No. 00-27. Such value is measured based on the relative fair value of the detachable convertible instrument and the associated debt and is allocated to additional paid-in-capital (or members’ deficiency prior to the Reorganization) and recorded as a reduction in the carrying value of the related debt. The intrinsic value of beneficial conversion rights is amortized to interest expense from the issuance date through the earliest date the underlying debt instrument can be converted using the effective interest method.

Warrants, or any other detachable instruments issued in connection with debt financing agreements, are valued using the relative fair value method and allocated to additional paid-in capital (or members’ deficiency prior to the Reorganization) and recorded as a reduction in the carrying value of the related debt. This discount is amortized to interest expense from the issuance date through the maturity date of the debt using the effective interest method.

If debt is repaid, or converted into preferred or common stock, prior to the full amortization of the related issuance costs, beneficial conversion rights or debt discount, the remaining balance of such items are recorded as loss on extinguishment of debt in the Company’s consolidated statements of operations. Prepaid interest associated with notes payable is recognized based on the terms of the related notes, generally in the first interest periods of the notes.

Convertible redeemable preferred stock

At the time of issuance, preferred stock is recorded at its gross proceeds less issuance costs. The carrying value is increased to the redemption value using the effective interest method over the period from the date of issuance to the earliest date of redemption. The carrying value of preferred stock is also increased by cumulative unpaid dividends.

Income taxes

Prior to February 17, 2004, the consolidated financial statements did not include a provision for federal and state income taxes because ORBCOMM LLC was treated as a partnership for federal and

F-13

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

state income tax purposes. As such, ORBCOMM LLC was not subject to any income taxes, as any income or loss through February 17, 2004 was included in the tax returns of the individual members.

ORBCOMM LLC became a wholly owned subsidiary of the Company as of February 17, 2004 (see Note 1). The Company is a “C” corporation and for income tax purposes has adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes” (“SFAS 109”).

Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when realization of deferred tax assets is not considered more likely than not.

Stock-based compensation

Stock-based compensation arrangements with employees are accounted for in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations, using the intrinsic value method of accounting which requires charges to compensation expense for the excess, if any, of the fair value of the underlying stock at the date an employee stock option is granted (or at an appropriate subsequent measurement date) over the amount the employee must pay to acquire the stock. The intrinsic value per share is being recorded as compensation expense over the applicable vesting period, using the straight-line method. The Company provides the required disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-based Compensation— Transition and Disclosure”. Stock-based awards to nonemployees are accounted for under the provisions of SFAS 123 and EITF No. 96-18, “Accounting for Equity Instruments Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Had the Company applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation awards with the value of each option grant estimated on the date of the grant using an option-pricing model, assuming no dividend yield, 61.5% volatility, an expected term of three to four years, and a weighted average interest rate of 2.33%, the impact on the Company’s consolidated net loss would have been as follows:

		Years ended
		December 31,
		2004			2005
Net loss applicable to common shares, as reported		$	(14,535	)	$	(14,248	)
Add: Stock-based employee compensation included in reported net loss			1,516			201
Deduct: Employee stock-based compensation determined under the fair value method for all awards, net of related tax effects			(2,387	)		(530	)
Pro forma net loss applicable to common shares		$	(15,406	)	$	(14,577	)
Net loss per common share, basic and diluted:
	As reported	$	(1.71	)	$	(1.67	)
	Pro forma	$	(1.82	)	$	(1.71	)

F-14

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Computation of net loss per common share

Basic net loss per common share is calculated by dividing net loss applicable to common stockholders (net loss adjusted for dividends required on preferred stock and accretion in preferred stock carrying value) by the weighted-average number of common shares outstanding for the year. Diluted net loss per common share is the same as basic net loss per common share, since potentially dilutive securities such as stock options, stock warrants, convertible preferred stock and convertible notes would have an antidilutive effect as the Company incurred a net loss for the years ended December 31, 2004 and 2005.

The potentially dilutive securities excluded from the determination of basic and diluted loss per share, as their effect is antidilutive, are as follows:

	Years ended
	December 31,
	2004		2005
Series A convertible preferred stock		13,433,611		14,053,611
Series B convertible preferred stock		—		17,629,999
Preferred stock warrants		478,392		478,392
Common stock warrants		2,876,997		2,876,997
Stock options		2,214,686		2,192,561
		19,003,686		37,231,560

The net loss applicable to common shares of the Company for the year ended December 31, 2004 is based on the Company’s net loss for the period from the date of the Reorganization (February 17, 2004) through December 31, 2004. Net loss attributable to the period from January 1, 2004 to February 16, 2004, prior to the Company becoming a corporation and issuing its common shares, has been excluded from the net loss applicable to common shares. As a result, net loss per common share for 2004 is not comparable to the net loss per common share for 2005. For the years ended December 31, 2004 and 2005, the reconciliation between net loss and net loss applicable to common shares is as follows:

	Years ended
	December 31,
	2004			2005
Net loss	$	(12,389	)	$	(9,098	)
Less: Net loss attributable to period prior to the Reorganization		1,492			—
Add: Preferred stock dividends and accretion of preferred stock carrying value		(3,638	)		(5,150	)
Net loss applicable to common shares	$	(14,535	)	$	(14,248	)

Comprehensive loss

SFAS No. 130, “Reporting Comprehensive Income”, established standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The Company’s other comprehensive income component results from currency translation adjustments.

Recent accounting pronouncements

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs— an amendment of ARB No. 43, Chapter 4” (“SFAS 151”). SFAS 151 amends Accounting Research Board No. 43, Chapter 4 to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted material

F-15

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

(spoilage) should be recognized as current period charges. Additionally, SFAS 151 requires that allocation of fixed production overhead to the cost of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 shall be effective for the Company beginning January 1, 2006. SFAS 151 is not anticipated to have an impact on the Company’s consolidated financial statements as it currently does not manufacture its inventory.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), “Share-Based Payments” (“SFAS 123(R)”). The new pronouncement replaces the existing requirements under SFAS 123, SFAS 148 and APB 25. Under SFAS 123(R), all forms of share-based payments to employees, including employee stock options and employee stock purchase plans, would be treated the same as any other form of compensation by recognizing the related cost in the consolidated statement of operations. This pronouncement eliminates the ability to account for stock-based compensation transactions using the intrinsic value method pursuant to APB 25 and generally requires such transactions be accounted for using a fair-value method. SFAS 123(R) is effective for awards and stock options granted, modified or settled in cash in interim or annual periods beginning after December 15, 2005. The Company plans to adopt the modified prospective transition method, which requires the Company to recognize compensation cost for awards that are not fully vested as of the effective date of SFAS 123(R) based on the same estimate that the Company used to previously value its grants under SFAS 123.

The Company will be required to expense the fair value of stock option grants rather than disclose the impact on its consolidated statement of operations within the Company’s footnotes, as is the current practice. As a result, the Company will incur stock-based compensation expense from January 1, 2006 for options issued prior to that date but which were not fully vested at that time. The Company will incur additional compensation expense as new awards are made after January 1, 2006.

In December 2004, the FASB issued SFAS No. 153, “Exchange of Non-monetary Assets, an Amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions” (“SFAS 153”). SFAS 153 addresses the measurement of exchanges of non-monetary assets and requires that such exchanges be measured at fair value, with limited exceptions. SFAS 153 amends APB Opinion No. 29 by eliminating the exception that required non-monetary exchanges of similar productive assets to be recorded on a carryover basis. The provisions of SFAS 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 did not have a material impact on the Company’s consolidated financial statements.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. FIN 47 requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The Company adopted the provision of FIN 47 during 2005. The adoption of FIN 47 had no impact on the Company’s consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections— a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”), which requires a retrospective application to prior periods’ financial statements of changes in accounting principle for all periods presented. This statement supersedes prior accounting principles that required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. The provisions of SFAS 154 are effective for fiscal years beginning after December 15, 2005. The Company does not currently contemplate any voluntary changes in accounting principles.

F-16

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Note 4. Acquisitions

Acquisition of assets of Stellar Satellite Communications Ltd.

On May 1, 2003, ORBCOMM LLC entered into an agreement to acquire the business operations of Stellar Satellite Communications Ltd., an Israeli limited company (“Old Stellar”), including the inventory, intellectual property and other assets relating to equipment production of Old Stellar. The Company also assumed specific limited warranty obligations of Old Stellar. The acquisition was completed on May 19, 2003. The Company acquired the assets of Old Stellar to help ensure that sufficient Communicators would be available to meet the needs of its customers at reasonable prices. The aggregate purchase price was $1,686, consisting of $1,600 in cash and acquisition costs of $86.

The acquisition was accounted for by the Company using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations”. The acquired assets and liabilities assumed were recorded at their estimated fair value at the date of acquisition. The Company allocated the purchase price of $1,686 as follows:

Inventory	$	1,295
Intellectual property		715
		2,010
Less liabilities assumed		(324	)
	$	1,686

In accordance with the purchase method, the accompanying consolidated statements of operations and cash flows include the results of operations and cash flows of New Stellar (as defined below) from May 19, 2003.

At the time of the Company’s acquisition of Old Stellar’s assets, Transport International Pool, Inc. (“GE TIP”), a subsidiary of GE Capital (see Note 12) and Eurovest Holdings Ltd. (“Eurovest”) were granted rights to acquire a 30% and 35% equity interest in Stellar Satellite Communications, Ltd., an International Business Company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Company organized to hold the Old Stellar assets (“New Stellar”), respectively. Eurovest’s rights to obtain an interest in New Stellar were contingent upon GE TIP exercising its rights. The fair value of such rights was not significant. In May 2003, Eurovest loaned the Company $250 to help finance the Company’s acquisition of Old Stellar’s assets. In May 2004, the Company repaid the note payable to Eurovest plus interest of $200. The $200 payment has been charged to interest expense in the accompanying consolidated statements of operations.

In July 2003, GE TIP’s rights to acquire equity interests in New Stellar lapsed. Eurovest’s rights, also lapsed in July 2003 because they were contingent on GE TIP exercising its rights.

Acquisition of Sistron International LLC.

On February 17, 2004, as a condition to the Reorganization, two officers of the Company contributed all of their interests in Sistron International LLC (“Sistron”) (representing 100% of Sistron) to the Company in exchange for 127,414 shares of Series A redeemable convertible preferred stock of the Company. Sistron is a value added reseller of the Company’s services.

Sistron and the Company were entities under common control and as a result, the acquisition of Sistron was accounted for in a manner similar to a pooling of interests and Sistron’s assets and liabilities were recorded at their historical carrying amounts. The excess of the carrying amount of Sistron’s liabilities over its assets of $103 was recorded as an increase in accumulated deficit. The Company also recorded a reduction to additional paid-in capital of $362 which equaled the carrying value of preferred stock issued for the interests in Sistron. Sistron’s results of operations for the year

F-17

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

ended December 31, 2003 and from January 1, 2004 through February 17, 2004 were immaterial and were not included in the Company’s consolidated statements of operations prior to the acquisition.

Acquisition of interest in Satcom International Group Plc.

On October 7, 2005 the Company acquired, from two officers of the Company, a 51% interest of Satcom International Group Plc. (“Satcom”) in exchange for (i) 620,000 shares of Series A redeemable convertible preferred stock and the assumption of certain liabilities and (ii) a contingent payment in the event of a sale of or initial public offering of the Company. The contingent payment would equal $2,000, $3,000 or $6,000 in the event of proceeds from such a sale or the valuation in an initial public offering exceeding $250,000, $300,000 or $500,000, respectively, subject to proration for amounts that fall in between these thresholds. Satcom is an international licensee of the Company’s services. The transaction was completed in order to eliminate any potential conflict of interest between the Company and the officers. (See Note 16).

Upon review of the activities of Satcom, the Company determined that the operations of Satcom did not qualify as a business as it had no employees, no sales force, insignificant revenues, and its only assets of value were its granted licenses. Satcom had been inactive for several years at the time of acquisition. Accordingly, the acquisition was accounted for as an asset purchase. The assets acquired were recorded at their estimated fair value at the date of acquisition of $4,655. As consideration, the Company issued 620,000 shares of Series A preferred stock valued with an aggregate value of $1,761 (determined at the date the agreement to purchase Satcom was executed). The Company incurred transactions costs of $508. The net asset value attributed to the 49% owners is recorded at its historical cost basis which was $0 at the date of acquisition. The Company allocated the purchase price as follows:

Acquired licenses	$	4,484
Other assets		171
Liabilities (including note payable to related party of $586)		(2,386	)
Acquisition cost	$	2,269

The accompanying consolidated statements of operations and cash flows include Satcom’s revenues, operating expenses and cash flows from October 7, 2005.

Note 5. Advances to Contract Manufacturer

Advances to contract manufacturer represent deposits made by the Company with its contract manufacturer to fund future inventory purchase commitments. As of December 31, 2004 and 2005, the aggregate amount of the advances was $3,825 and $701, respectively. The balance at December 31, 2005 is expected to be applied to inventory purchases in 2006.

F-18

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Note 6. Satellite Network and Other Equipment

Satellite network and other equipment consisted of the following:

			December 31,
	Useful life
	(years)		2004			2005
Satellite network		5-7	$	7,298		$	7,421
Capitalized software		3-5		93			268
Other		2-7		407			663
Assets under construction				1,786			5,331
				9,584			13,683
Less accumulated depreciation and amortization				(4,341	)		(5,896	)
			$	5,243		$	7,787

During the year ended December 31, 2005, the Company capitalized $367 of costs attributable to the design and development of internal-use software.

Depreciation and amortization expense for the years ended December 31, 2003, 2004 and 2005 was $1,152, $1,241 and $1,556, respectively. This includes amortization of internal-use software of $10, $11 and $42 for the years ended December 31, 2003, 2004 and 2005, respectively.

Note 7. Intangible Assets

The Company’s intangible assets consisted of the following:

			December 31,
			2004							2005
	Useful life				Accumulated							Accumulated
	(years)		Cost		Amortization			Net		Cost		Amortization			Net
Acquired licenses		6	$	—	$	—		$	—	$	4,484	$	(187	)	$	4,297
Intellectual property		3		715		(398	)		317		715		(637	)		78
			$	715	$	(398	)	$	317	$	5,199	$	(824	)	$	4,375

Amortization of intangible assets for the years ended December 31, 2003, 2004 and 2005 was $159, $239 and $426, respectively.

Estimated amortization expense for intangible assets is as follows:

Years ending December 31,
2006	$	827
2007		747
2008		747
2009		747
2010		747
Thereafter		560
	$	4,375

F-19

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Note 8. Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

	December 31,
	2004		2005
Accrued Series B preferred stock issuance costs	$	—	$	2,911
Gateway settlement obligation (See Note 17)		1,645		1,645
Accrued compensation and benefits		457		960
Payroll taxes and withholdings, interest and penalties		677		117
Accrued warranty obligations		493		236
Accrued interest		—		560
Accrued professional services		195		596
Other accrued expenses		200		1,173
	$	3,667	$	8,198

The Company accrues an estimate of its exposure to warranty claims based on current product sales data and actual customer claims. The majority of the Company’s products carry a one-year warranty. The Company assesses the adequacy of its recorded accrued warranty costs periodically and adjusts the amount as necessary. As of December 31, 2004 and 2005, accrued warranty obligations consisted of the following:

	December 31,
	2004		2005
Balance at January 1,	$	392	$	493
Payments		—		(584	)
Accruals for obligations		101		327
Balance at December 31,	$	493	$	236

Note 9. Notes Payable

Presented below is a description of notes payable of the Company. At December 31, 2005, the Company had $594 of outstanding notes.

OHB Technology A.G.

In connection with the acquisition of a majority interest in Satcom (see Note 4), the Company has recorded an indebtedness to OHB Technology A.G. (formerly known as OHB Teledata A.G.) (“OHB”), a principal stockholder of the Company. At December 31, 2005, the principal balance of the note payable was € 1,138 ($1,348) and it had a carrying value of $594. The carrying value is based on the note’s estimated fair value at the time of acquisition. The difference between the carrying value and principal balance is being amortized to interest expense over the estimated life of the debt of six years. This note does not bear interest and has no fixed repayment term. Repayment will be made from the distribution profits (as defined in the note agreement) of Satcom. The note has been classified as long-term and the Company does not expect any repayments to be required prior to December 31, 2007.

10% convertible bridge notes

In January and February 2004, ORBCOMM LLC issued 10% Series C convertible bridge notes (“Series C Notes”) in the aggregate principal amount of $1,316. ORBCOMM LLC received proceeds

F-20

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

of $1,250, net of prepaid interest of $66 from the sale of the Series C Notes. These notes were scheduled to mature on various dates from January through February 2005.

In connection with the issuance of the Series C Notes, ORBCOMM LLC issued warrants to purchase 131,578 membership interest units of ORBCOMM LLC at an exercise price of $2.84 per unit. These warrants were scheduled to expire on various dates from January through February 2009. The fair value of the warrants of $177 was recorded as debt discount. The Company uses the Black-Scholes pricing model to determine the estimate fair value of its warrants. Additionally, these notes had a beneficial conversion feature which was valued at $177 and recorded as debt discount. The fair value of the warrants and the beneficial conversion feature were amortized to interest expense over the term of the notes using the effective interest method.

18% convertible bridge notes issued to investors and related parties

2003

During 2003, ORBCOMM LLC issued 18% convertible bridge notes (“18% Notes”) in the aggregate principal amount of $4,469, of which notes totaling $165, net of prepaid interest of $15, were issued, in lieu of fees, to a placement agent. ORBCOMM LLC received proceeds of $3,908, net of prepaid interest of $396 from the sale of these notes.

In addition, in 2003, ORBCOMM LLC also issued 18% Notes to related parties totaling $1,152. ORBCOMM LLC received net proceeds of $1,048, net of prepaid interest of $104, from the issuance of these notes.

The 18% Notes were scheduled to mature on various dates from March through November 2004.

In connection with the issuance of the 18% Notes, ORBCOMM LLC issued warrants to purchase 1,182,580 membership interest units of ORBCOMM LLC of which 246,647 were issued to related parties. All warrants had an exercise price of $1.55 per unit. These warrants were scheduled to expire from March through November 2008. The fair value of the warrants of $930 was recorded as debt discount. Additionally, these notes had a beneficial conversion feature which was valued at $930 and recorded as debt discount. The fair value of the warrants and the beneficial conversion feature were amortized to interest expense over the term of the notes using the effective interest method.

2002

During November and December 2002, ORBCOMM LLC issued 18% convertible bridge notes (“2002 Notes”) with an aggregate principal amount of $3,214. ORBCOMM LLC received proceeds of $2,925, net of prepaid interest of $289, from the issuance of these notes.

In addition, during November and December 2002, ORBCOMM LLC issued additional 2002 Notes in the aggregate principal amount of $1,550 to related parties. ORBCOMM LLC received proceeds of $1,410, net of prepaid interest of $140 from the issuance of these notes.

The 2002 notes were scheduled to mature in November and December 2003.

Purchasers of the 2002 Notes also received warrants to purchase 682,100 membership interest units of ORBCOMM LLC, of which warrants to purchase 221,853 membership interest units were issued to related parties. The warrants had an exercise price of $1.55 per unit. These warrants were scheduled to expire on November 2007. The fair value of the warrants of $581 was recorded as debt discount. Additionally, these notes had a beneficial conversion feature which was valued at $581 and recorded as debt discount. The fair value of the warrants and the beneficial conversion feature were amortized to interest expense over the term of the notes using the effective interest method.

In March 2003, the holders of the 2002 Notes, except for one note holder with a principal amount due of $55, agreed to extend the maturity dates of these notes to May 2004. Accordingly,

F-21

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

ORBCOMM LLC began amortizing the remaining original debt discount through May 2004. In consideration for agreeing to extend the maturity dates of the 2002 Notes, ORBCOMM LLC issued warrants to purchase 340,737 membership interest units of ORBCOMM LLC at an exercise price of $1.55 per unit. These warrants were scheduled to expire on November 2008. The fair value of the warrants was $321 and recorded as debt discount. The fair value of the warrants was amortized over the term of the notes using the effective interest method.

12% convertible bridge note

On November 5, 2003, ORBCOMM LLC issued a 12% convertible promissory note (“12% Note”) in the amount of $2,500. The 12% Note was scheduled to mature on May 5, 2004. The 12% Note provided for the issuance of warrants. The number of warrants issued was based on the length of time the debt was outstanding. The 12% Note was automatically convertible into Series A preferred stock of the Company in the event of a qualified financing, as defined in the 12% Note.

In February 2004, following the Reorganization and pursuant to the terms of the 12% Note, the Company issued the noteholder warrants to purchase 132,041 shares of the Company’s Series A preferred stock at an exercise price of $2.84 per share. The fair value of the warrants of $213 and beneficial conversion feature of $213 were recorded as a loss on extinguishment of debt.

Conversion of notes

In February 2004, in connection with the Reorganization (see Note 1), certain note holders exchanged notes having an aggregate principal balance and accrued interest of approximately $10,967 for 3,861,703 shares of the Company’s Series A preferred stock. Noteholders who did not convert their notes were repaid approximately $3,263 in 2004 in satisfaction of all amounts due thereunder. The unamortized balances of debt discount and deferred charges in the amounts of $1,279 and $478, respectively, were recorded as a loss on extinguishment of debt on the date of conversion.

2005 bridge notes

In November and December 2005, the Company issued 10% bridge notes for net proceeds of $25,019 (“2005 Bridge Notes”). The 2005 Bridge Notes had a maturity date of February 16, 2010. The 2005 Bridge Notes were automatically convertible into shares of the Company’s Series B convertible redeemable preferred stock (“Series B preferred stock”) in the event the Company issued in excess of $25,000 of 2005 Bridge Notes and in other certain circumstances. In connection with the issuance of the 2005 Bridge Notes, the Company agreed to issue warrants to purchase common stock of the Company at the lower of $4.03 per share or the price of the next Company issuance of preferred stock. The warrants were subject to cancellation if the 2005 Bridge Notes were automatically converted into Series B preferred stock. On December 30, 2005, all 2005 Bridge Notes were converted into shares of Series B preferred stock at a conversion price of $4.03 per share and the Company’s obligation to issue warrants to purchase common stock terminated. The Company recognized a loss on extinguishment of debt of $1,016 upon conversion of the 2005 Bridge Notes for unamortized debt issuance costs.

F-22

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Interest expense and amortization

Interest expense and amortization of debt issuance costs and debt discount are as follows:

							Amortization of debt						Amortization of debt
	Interest expense For the Years						issuance costs For the Years						discount For the Years Ended
	Ended December 31,						Ended December 31,						December 31,
	2003		2004		2005		2003		2004		2005		2003		2004		2005
Series C Notes	$	—	$	9	$	—	$	—	$	2	$	—	$	—	$	15	$	—
18% Notes		1,477		254		—		1,255		246		—		2,272		458		—
12% Notes		47		38		—		—		—		—		—		—		—
Eurovest loan		—		200		—		—		—		—		—		—		—
2005 Bridge Notes		—		—		187		—		—		31		—		—		—
Payroll taxes		185		53		—		—		—		—		—		—		—
Other		104		43		90		—		—		—		—		—		—
	$	1,813	$	597	$	277	$	1,255	$	248	$	31	$	2,272	$	473	$	—

Note 10. Deferred Revenues

Deferred revenues consisted of the following:

		December 31,
		2004			2005
Professional services		$	2,208		$	6,674
Gateway sale contract			2,099			—
Service activation fees			779			1,040
Manufacturing license fees			120			105
Prepaid services			95			808
			5,301			8,627
Less current portion			(423	)		(575	)
	Long-term portion	$	4,878		$	8,052

During 2004, the Company entered into a contract with the United States Coast Guard (“USCG”), to design, develop, launch and operate a single satellite equipped with the capability to receive, process and forward Automatic Identification System (“AIS”) data (the “Concept Validation Project”). Under the terms of the agreement, title to the Concept Validation Project satellite remains with the Company, however the USCG will be granted a non-exclusive, royalty free license to use the designs, processes and procedures developed under the contract in connection with any future Company satellites that are AIS enabled. The Company is permitted to use the Concept Validation Project satellite to provide services to other customers. The agreement also provides for post-launch maintenance and AIS data transmission services to be provided by the Company to the USCG for an initial term of 14 months. At its option, the USCG may elect under the agreement to receive maintenance and AIS data transmission services for up to an additional 18 months subsequent to the initial term. The deliverables under the arrangement do not qualify as separate units of accounting and, as a result, revenues from the contract will be recognized ratably commencing upon the launch of the Concept Validation Project satellite (expected in mid-2006) through the term of the contract. Deferred professional services revenues at December 31, 2004 and 2005 represent amounts received from the USCG under the contract.

F-23

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Note 11. Convertible Redeemable Preferred Stock

The Company’s Amended and Restated Articles of Incorporation authorize the issuance of up to 45 million shares of preferred stock; up to 15 million is authorized as Series A preferred stock and up to 30 million is authorized as Series B preferred stock.

A summary of the Company’s preferred stock is as follows:

	Series A						Series B
	preferred stock						preferred stock
	December 31,						December 31,
	2004			2005			2004		2005
Redemption value	$	38,151		$	39,912		$	—	$	71,049
Accrued dividends		3,318			8,027			—		—
Issuance costs, net of accretion		(2,881	)		(2,439	)		—		(4,328	)
Carrying value	$	38,588		$	45,500		$	—	$	66,721

Warrants to purchase shares of Series A preferred stock have been issued in exchange for services. The fair value of preferred stock warrants issued in exchange for services totaled $606 for the year ended December 31, 2004 and has been included in selling, general and administrative expenses. At each of December 31, 2004 and 2005, there were outstanding warrants to purchase 478,392 shares of Series A preferred stock. All outstanding preferred stock warrants have an exercise price of $2.84 per share.

The terms of the Series A and Series B preferred stock are as follows:

Dividends

Holders of the Series B preferred stock are entitled to receive a cumulative 12% dividend annually payable in cash in arrears. The Series A preferred stock holders were entitled to receive a cumulative 12% annual dividend. The Series A preferred stock dividend was eliminated upon the issuance of the Series B preferred stock in December 2005. In January 2006, the Company paid all accumulated dividends on its Series A preferred stock totaling $8,027.

Conversion

Shares of preferred stock are convertible into shares of common stock at a ratio of one for one, subject to adjustment in the event of certain dilutive issuances. Each share of preferred stock may be converted into common stock at any time by the holder. Each share of preferred stock will be converted automatically into shares of common stock at any time upon the earlier of one of the following events: (i) the closing of a Qualified Public Offering of the Company’s common stock; or (ii) the closing of a Qualified Sale; or (iii) upon the vote of the holders of not less than two-thirds of the Series B preferred shares.

For purposes of an automatic conversion of preferred stock:

(1) A Qualified Public Offering is defined as a public offering with gross cash proceeds of not less than $75 million at a per share price of not less than (i) $8.52 per share if the public offering occurs on or before February 28, 2007, (ii) $10.00 per share if the public offering occurs after February 28, 2007 and on or before December 31, 2007, or (iii) $12.00 per share if the public offering occurs on or after January 1, 2008.

(2) A Qualified Sale is defined to mean a sale or merger of the Company in which the holders of the Series B preferred stock receive not less than (i) $8.52 per share if the Qualified Sale occurs on or before February 28, 2007, (ii) $10.00 per share if the Qualified Sale occurs after

F-24

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

February 28, 2007 and on or before December 31, 2007, or (iii) $12.00 per share if the Qualified Sale occurs on or after January 1, 2008.

The Company is required to pay the holders of Series B preferred stock all declared and/or accrued but unpaid dividends upon conversion into common stock.

Voting rights

Each share of preferred stock is entitled to one vote for each share of common stock into which the preferred stock is convertible. The holders of preferred stock, voting as a single class, are entitled to elect six members of the Company’s board of directors (out of a ten member board).

Liquidation preference

In the event of any liquidation, sale or merger of the Company, the holders of Series B preferred stock are entitled to receive, prior to and in preference to the holders of the Series A preferred stock and common stock of the Company, an amount equal to $4.03 per share plus all unpaid dividends. After the payment of the full preference to all of the holders of Series B preferred shares as a result of such an event, any remaining assets of the Company legally available for distribution shall be then distributed ratably to all of the holders of Series A and B preferred stock, on an as-converted basis, and common stock. Subsequent to the payment of accumulated dividends on Series A preferred stock in January 2006 there is no liquidation preference on Series A preferred stock.

Redemption

The Series B preferred stock shall be redeemed by the Company at a price equal to the issuance price per share ($4.03) plus all declared and/or accrued but unpaid dividends commencing 60 days after receipt of notice by the Company at any time on or after October 31, 2011 from the holders of at least two-thirds of the outstanding shares of the Series B preferred stock. The Series A preferred stock shall be redeemed by the Company at a price equal to the issuance price per share ($2.84) commencing 60 days after receipt of notice by the Company from the holders of at least two-thirds of the outstanding shares of the Series A preferred stock. Such notice may only be presented on or after February 16, 2012, if one of the two following conditions are met: (1) there are no outstanding shares of Series B preferred stock, or (2) the Series B redemption price has been paid in full (or funds necessary for such payment having been set side by the Company in a trust for the account of such Series B preferred stockholders).

Series B commitment

Certain purchasers of the Company’s Series B preferred stock are obligated to purchase an additional 10,297,767 shares of Series B preferred stock in March 2007 at $4.03 per share, unless a Qualified Sale or Qualified Public Offering, as defined above, has occurred prior to that time.

Note 12. Stockholders’ Deficit (Members’ Deficiency)

Common stock

The Company’s Amended and Restated Articles of Incorporation authorize the issuance of up to 105 million shares of common stock, $0.001 par value per share. Each share of common stock is entitled to one vote.

Warrants to purchase shares of common stock have been issued in connection with convertible bridge notes (see Note 9) and in exchange for services. The fair value of common stock warrants issued in exchange for services totaled $220 and $304 for the years ended December 31, 2003 and 2004,

F-25

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

respectively, and have been included in selling, general and administrative expenses. Warrants outstanding at December 31, 2005 were as follows:

	Shares subject to
Exercise price	warrant
$1.55		2,378,497
$1.85		35,000
$2.25		261,229
$2.84		202,271
		2,876,997

At December 31, 2005, the Company has reserved the following shares of common stock for future issuance:

	Shares
Conversion of preferred stock		45,000,000
Warrants to purchase convertible preferred stock		478,392
Warrants to purchase common stock		2,876,997
Employee stock option plan		7,351,905
		55,707,294

In 2005, the Company issued GE TIP 48,125 shares of common stock upon GE TIP’s issuance of a noncancellable order for the purchase of Company products. The common stock was determined to have a fair value of $136 which was recorded as a reduction of product sales revenues over the delivery of the underlying equipment.

During 2002, ORBCOMM LLC issued 64,516 membership interest units to a former officer in exchange for a promissory note of $100 at a price of $1.55 per unit. This promissory note bore interest at 3% per annum and matured on the earlier of January 1, 2005 or the termination of employment. The promissory note was classified as a subscription receivable and was presented as a reduction in ORBCOMM LLC’s members’ deficiency. In February 2003, the officer’s employment terminated and this promissory note, as well as accrued interest thereon, was forgiven, and charged to selling, general and administrative expense, as part of the officer’s severance arrangement.

Note 13. Stock Option Plan

At December 31, 2005, the Company has established stock option plans which provide for the issuance of options to purchase up to 7,351,905 shares of common stock to officers, directors, employees and consultants. At December 31, 2005, options to purchase 5,159,344 shares were available for issuance under the Company’s stock option plans. Options granted under the plans have a maximum term of 10 years and vest over a period determined by the Company’s Board of Directors (generally four years) at an exercise price per share determined by the Board of Directors at the time of the grant. The plans expire 10 years from their effective date, or when all options have been granted, whichever is sooner.

F-26

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

A summary of the status of the Company’s stock option activity for the years ended December 31, 2004 and 2005 is as follows:

						Weighted
				Exercise price		Average
	Number of shares			per share		Exercise Price
Granted		2,292,498			$1.55-$2.84	$	2.05
Exercised		—			—		—
Forfeited or expired		(77,812	)		$1.55-$2.84	$	2.26
Outstanding, December 31, 2004		2,214,686			$1.55-$2.84	$	2.04
Granted		—			—		—
Exercised		—			—		—
Forfeited or expired		(22,125	)		$1.55-$2.84	$	2.64
Outstanding, December 31, 2005		2,192,561			$1.55-$2.84	$	2.04

	Options outstanding
			Weighted
			average		Options
			remaining		exercisable
	December 31,		contractual life		December 31,
Exercise Price	2005		(years)		2005
$1.55		990,750		8.1		990,750
$1.85		299,561		8.1		299,561
$2.25		314,375		8.1		235,781
$2.84		587,875		8.4		287,688
		2,192,561				1,813,780

The weighted average fair value of the employee stock options granted during the year ended December 31, 2004 was $1.56 per share.

During 2004, the Company issued certain employees stock options with an exercise price per share that was less than the fair value of the Company’s common stock at the date of grant. The aggregate intrinsic value of such options, in the amount of $1,764, is being recognized as compensation cost over the vesting period of the stock options. The Company recognized $1,516 and $201 of compensation cost related to such options in the years ended December 31, 2004 and 2005, respectively.

Note 14. Income Taxes

The provision (benefit) for income taxes is summarized as follows:

	December 31,
	2004			2005
Total provision (benefit)	$	—		$	—
Effective rate		0	%		0	%

F-27

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

The following is a summary of the tax provision (benefit) for the Company for the years ended December 31, 2004 and December 31, 2005:

			December 31,
			2004			2005
Current:
	Federal		$	—		$	—
	State			—			—
		Total	$	—		$	—
Deferred:
	Federal		$	(2,012	)	$	(2,512	)
	State			(377	)		(160	)
	Subtotal			2,389			2,672
	Valuation allowance			(2,389	)		(2,672	)
		Total	$	—		$	—

The components of net deferred tax assets are as follows:

		December 31,
		2004			2005
Deferred tax assets:
	Tax loss carryforwards	$	1,998		$	4,631
	Deferred revenues		2,013			3,271
	Allowance for doubtful accounts		261			332
	Inventory reserves		61			61
	Deferred compensation		140			216
	Satellite network and other property		105			127
	Vacation accrual		123			146
	Gross deferred tax assets		4,701			8,784
Less valuation allowance			(4,701	)		(8,784	)
	Net deferred tax asset	$	—		$	—

The benefit for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate because of the effect of the following items:

	Years ended
	December 31,
	2004			2005
Income tax benefit at U.S. statutory rate of 34%	$	(4,212	)	$	(3,093	)
State income taxes, net of federal benefit		(256	)		(279	)
Effect of foreign subsidiaries not subject to U.S. income tax		443			669
Pre-reorganization LLC loss		1,591			—
Other permanent items		45			31
Change in valuation allowance		2,389			2,672
	$	—		$	—

The Company has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance was

F-28

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

established. The net change in the total valuation allowance for the years ended December 31, 2004 and 2005 was an increase of $2,389 and $4,083, respectively. The $4,083 increase in 2005 includes $1,411 attributable to net operating loss carryforwards of Satcom, which was acquired in 2005.

On February 17, 2004, the members of ORBCOMM, LLC contributed all of their outstanding membership interests in exchange for shares of the Company’s common stock. This transaction resulted in the conversion of the Company from a partnership for tax purposes to a corporation. At the date of the conversion, the Company established deferred tax assets in the amount of $2,312, which were subject to a full valuation allowance.

At December 31, 2004 and December 31, 2005, the Company had potentially utilizable federal and state net operating loss tax carryforwards of $3,272 and $6,418, respectively. The net operating loss carryforwards begin to expire in 2025 for federal and state tax purposes. At December 31, 2004 and December 31, 2005, the Company had potentially utilizable foreign net operating loss carryforwards of $2,601 and $7,396, respectively. The foreign net operating loss carryforwards begin to expire in 2008.

The utilization of the Company’s net operating losses may be subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carryforwards before their utilization.

Note 15. Geographic Information

The Company operates in one reportable segment, satellite data communications. Long-lived assets outside of the United States are not significant. The following table summarizes revenues on a percentage basis by geographic region, based on the country in which the customer is located:

	Years ended
	December 31,
	2003			2004			2005
United States		66	%		75	%		74	%
Central Asia(1)		—			—			14	%
Other(2)		34	%		25	%		12	%
		100	%		100	%		100	%

(1)	Represents a gateway earth station sale.
(2)	No other geographic areas are more than 10%.

Note 16. Related Party Transactions

Revenues and receivables from related parties are as follows:

	Revenues For the Years						Receivables at
	Ended December 31,						December 31,
	2003		2004		2005		2004		2005
ORBCOMM Europe LLC(1)	$	423	$	270	$	191	$	273	$	—
ORBCOMM Asia Ltd.(2)		—		—		—		137		9
ORBCOMM Japan Limited		244		259		299		665		385
Korea ORBCOMM Ltd.		84		109		134		160		149
Satcom International Group Plc.(1)		—		2		8		2		—
	$	751	$	640	$	632	$	1,237	$	543

F-29

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

(1)	2005 revenues include only the period from January 1 to October 7, the date of Satcom’s acquisition by the Company (see Note 4).
(2)	Receivables from ORBCOMM Asia Ltd. relate to reimbursements of storage costs for gateway earth stations owned by ORBCOMM Asia that are warehoused by the Company.

ORBCOMM Europe

The Company has entered into a service license agreement covering 43 jurisdictions in Europe and a gateway services agreement with ORBCOMM Europe LLC, a Delaware limited liability company (“ORBCOMM Europe”). ORBCOMM Europe is owned 50% by Satcom and 50% by OHB. Satcom is 51% owned by the Company at December 31, 2005. ORBCOMM Europe is a consolidated affiliate at December 31, 2005. The Chief Executive Officer and certain other stockholders of the Company were previously substantial stockholders of Satcom who entered into an agreement in February 2004 to sell substantially all of their interest in Satcom to the Company. See “Satcom International Group Plc.— Satcom Transaction” below. In addition, Satcom has been appointed by ORBCOMM Europe as a country representative for the United Kingdom, Ireland and Switzerland. In addition, ORBCOMM Europe and Satcom have entered into an agreement obligating ORBCOMM Europe to enter into a country representative agreement for Turkey with Satcom, if the current representative agreement for Turkey expires or is terminated for any reason. ORBCOMM Deutschland and Technikom Polska, affiliates of OHB, have been appointed by ORBCOMM Europe as country representatives for Germany and Poland, respectively. OHB is also a 34% stockholder of Elta S.A. the country representative for France.

Upon the acquisition of Satcom on October 7, 2005, the Company became the primary beneficiary of ORBCOMM Europe, and as such, the Company consolidates the entity. The beneficial interest holders and creditors of this variable interest entity do not have a legal recourse to the general credit of the Company.

In connection with the organization of ORBCOMM Europe and the reorganization of the ORBCOMM business in Europe, ORBCOMM agreed to grant ORBCOMM Europe approximately $3,736 in airtime credits. The amount of the grant was equal to the amount owed by the Predecessor Company to the European Company for Mobile Communications Services N.V. (“MCS”), the former licensee for Europe of the Predecessor Company. ORBCOMM Europe, in turn, agreed to issue credits in the aggregate amount of the credits received from the Company to MCS and its country representatives who were stockholders of MCS. Satcom, as a country representative for the United Kingdom, Ireland and Switzerland, received airtime credits in the amount of approximately $580. ORBCOMM Deutschland, as country representative for Germany, received airtime credits of approximately $450. Because approximately $2,706 of the airtime credits were granted to stockholders of MCS who are not related to the Company and who continue to be country representatives in Europe, the Company believes that granting of the airtime credits was essential to permit ORBCOMM Europe to reorganize the ORBCOMM business in Europe. The Company did not record the airtime credits as a liability at the date of the acquisition of the assets of the Predecessor Company for the following reasons: (i) the Company has no obligation to pay the unused airtime credits back to ORBCOMM Europe if ORBCOMM Europe does not use them; and (ii) the airtime credits are earned by ORBCOMM Europe only when the Company generates revenues from ORBCOMM Europe. The airtime credits have no expiration date. Accordingly, the Company is recording the airtime credits as services are rendered and these airtime credits are recorded net of revenues generated from ORBCOMM Europe. For the years ended December 31, 2003, 2004 and 2005, airtime credits used totaled approximately $471, $219 and $176, respectively. As of December 31, 2004 and 2005, the unused credits granted by the Company to ORBCOMM Europe were approximately $3,046 and $2,870, respectively.

F-30

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

ORBCOMM Asia Limited

On May 8, 2001, ORBCOMM LLC signed a Memorandum of Understanding (the “MOU”) with ORBCOMM Asia Limited (“ORBCOMM Asia”) outlining the parties’ intention to enter into a definitive service license agreement on terms satisfactory to the Company, covering 23 countries in Asia, including China, India, Australia and Indonesia. Although the parties commenced negotiations toward such an agreement, a definitive agreement was never concluded and the MOU terminated by its terms. The Company believes ORBCOMM Asia is approximately 90% owned by a stockholder in the Company. It is the Company’s intention to consider operating service licenses and/or country representative agreements for these territories on a country by country basis as prospective parties demonstrate the ability, from a financial, technical and operations point of view, to execute a viable business plan. During 2003, 2004 and 2005, ORBCOMM Asia owed the Company amounts for costs related to the storage of certain assets owned by ORBCOMM Asia. On September 14, 2003, ORBCOMM Asia pledged certain assets to the Company to ensure such amounts would be paid. On August 29, 2005, the Company foreclosed on a warehouseman’s lien on three gateway earth stations it was storing on behalf of ORBCOMM Asia in satisfaction of outstanding and unpaid storage fees in the amount of $172. The gateway earth stations are included in inventory at December 31, 2005 at a carrying value of $172. The Company continues to store certain assets owned by ORBCOMM Asia and as of December 31, 2005, ORBCOMM Asia owed the Company $9.

ORBCOMM Japan Limited

To ensure that regulatory authorizations held by ORBCOMM Japan Limited (“ORBCOMM Japan”) in Japan were not jeopardized at the time the Company purchased the assets from the Predecessor Company, and with the understanding that a new service license agreement would be entered into between the parties, ORBCOMM assumed the service license agreement entered into between the Predecessor Company and ORBCOMM Japan. The Company and ORBCOMM Japan undertook extensive negotiations for a new service license agreement from early 2002 until 2004 but were unable to reach agreement on important terms. The Company believes a stockholder of the Company is the beneficial owner of approximately 38% of ORBCOMM Japan. On September 14, 2003, ORBCOMM Asia pledged certain assets to the Company to ensure certain amounts owed by ORBCOMM Japan to the Company under the existing service license agreement would be paid. On January 4, 2005, the Company sent a notice of default to ORBCOMM Japan for its failure to remain current with payments under the service license agreement and subsequently terminated the agreement when the default was not cured. On March 31, 2005, ORBCOMM Japan made a partial payment of the amounts due of $350. In 2005, the Company agreed to a standstill under the pledge agreement (including as to ORBCOMM Asia and Korea ORBCOMM Limited (“ORBCOMM Korea”)) and reinstatement of the prior service license agreement, subject to ORBCOMM receiving payment in full of all debts owed by ORBCOMM Japan, ORBCOMM Korea and ORBCOMM Asia to the Company by December 15, 2005 and certain operational changes designed to give the Company more control over the Japanese and Korean gateway earth stations. The outstanding amounts owed by ORBCOMM Japan to the Company were not repaid as of December 15, 2005, and as of December 31, 2005, ORBCOMM Japan owed the Company $385 in unpaid service fees. On February 22, 2006, the Company sent a notice of default to ORBCOMM Japan for its failure to satisfy its obligations under the standstill agreement, including its failure to make the required payments under the service license agreement and if the defaults are not cured within the specified cure period, the Company intends to terminate the agreement as a result of such default.

F-31

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Korea ORBCOMM Limited

To ensure that regulatory authorizations held by ORBCOMM Korea in South Korea were not jeopardized at the time ORBCOMM LLC purchased the assets from the Predecessor Company, and with the understanding that a new service license agreement would be entered into between the parties, ORBCOMM assumed the service license agreement entered into between the Predecessor Company and ORBCOMM Korea. The Company and ORBCOMM Korea undertook extensive negotiations for a new service license agreement from early 2002 until 2004 but were unable to reach agreement on important terms. The Company believes a stockholder of the Company is the beneficial owner of approximately 33% of ORBCOMM Korea. On September 14, 2003, ORBCOMM Asia pledged certain assets to the Company to ensure that certain amounts owed to the Company by ORBCOMM Korea under the existing service license agreement would be paid. On January 4, 2005, the Company sent a notice of default to ORBCOMM Korea for its failure to remain current with the payments under the service licensing agreement and subsequently terminated the agreement when the default was not cured. In 2005, the Company agreed to a standstill with respect to the default by ORBCOMM Korea as part of the standstill agreement with ORBCOMM Japan and a reinstatement of the prior service license agreement. The outstanding amounts owed by ORBCOMM Korea to the Company were not repaid as of December 15, 2005 and as of December 31, 2005, ORBCOMM Korea owed the Company $149 in unpaid service fees. On April 5, 2006, the Company sent a notice of default to ORBCOMM Korea for its failure to comply with the standstill agreement and if the default is not cured by the date specified, the service license agreement will be automatically terminated as a result of ORBCOMM Korea’s failure to cure such default within the specified cure period.

Satcom International Group Plc.

General. Satcom (i) owns 50% of ORBCOMM Europe; (ii) has entered into country representative agreements with ORBCOMM Europe covering the United Kingdom, Ireland and Switzerland; and (iii) has entered into a service license agreement with the Company covering substantially all of the countries of the Middle East and a significant number of countries of Central Asia, and gateway services agreement with the Company. See “—ORBCOMM Europe” described above.

As of December 31, 2004 the Chief Executive Officer of the Company, Jerome B. Eisenberg, and a former officer, Don Franco (“Messrs. Franco and Eisenberg”), both of whom were directors of the Company at the time, owned directly or indirectly a majority of the outstanding voting shares of Satcom and held a substantial portion of the outstanding debt of Satcom. Certain other investors in the Company were also investors in Satcom. Satcom was formerly a principal stockholder of MCS and made significant investments in other territories related to the Predecessor Company.

Satcom Transaction. As a condition of the Reorganization, Messrs. Franco and Eisenberg were required to enter into a definitive agreement, in order to eliminate any potential conflict of interest between the Company and the officers, to transfer to the Company all of their interests in Satcom in exchange for (i) 620,000 shares of Series A preferred stock and (ii) a contingent payment in the event of a sale or initial public offering of the Company. The closing of the Satcom transaction was subject to a completion of a reorganization of Satcom resulting in the conversion to equity of not less than 95% of the outstanding debt of Satcom by July 1, 2005 unless the parties elect to extend the date or agree otherwise. If the reorganization was not completed by July 1, 2005, or such later date, the Company could elect to take less than all of the interests of the officers; provided however, the Company must still issue the 620,000 shares of Series A preferred stock and make the contingent payment regardless of what portion of such interests the Company chooses to purchase. The contingent payment would be equal to $2,000, $3,000 or $6,000 in the event of proceeds from such a sale or the valuation in an initial public offering exceeding $250,000, $300,000 or $500,000, respectively, subject to proration for amounts that fall in between these thresholds.

F-32

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Satcom Reorganization and Acquisition. On October 7, 2005, Satcom and certain of its stockholders and noteholders, consummated a reorganization transaction (the “Satcom Reorganization”) whereby 95% of the outstanding principal of demand notes, convertible notes and certain contract debt was converted into equity, and accrued and unpaid interest on such demand and convertible notes was acknowledged to have been previously released. This reorganization included the conversion to equity of the demand notes and convertible notes owed by Satcom to Messrs. Franco and Eisenberg and the release of any other debts of Satcom owed to them. Concurrently, the Company acquired the Satcom interests of Messrs. Franco and Eisenberg and issued them 620,000 shares of Series A preferred stock (See Note 4).

The Company has provided Satcom with a $1,000 line of credit for working capital purposes pursuant to a revolving note, dated December 30, 2005. The revolving loan bears interest at 8% per annum, matures on December 30, 2006, and is secured by all of Satcom’s assets, including its membership interest in ORBCOMM Europe LLC. As of December 31, 2005, there were no amounts outstanding under this line of credit.

OHB Technology A.G.

On May 21, 2002, the Company entered into an international value added reseller agreement with OHB whereby OHB has been granted non-exclusive rights to resell ORBCOMM services for applications developed by OHB for the monitoring and tracking of mobile tanks and containers. The Company has not generated any revenues under this agreement but the Company has a note payable of $594 to OHB as of December 31, 2005 (See Note 9). In addition, the Company also has a purchase commitment with an OHB subsidiary (See Note 17).

SES Global S.A.

On February 17, 2004, the Company entered into an international value added reseller agreement with SES Global S.A. (“SES”), an affiliate of SES Global Participation, S.A., a substantial investor in the Company, whereby SES has been granted exclusive rights during the initial term of the agreement to resell the Company’s services for return channel applications developed by SES for the Direct-to-Home TV market. The Company has not generated any revenues under this agreement and there are no balances due from SES.

Note 17. Commitments and Contingencies

Procurement agreements in connection with U.S. Coast Guard contract

In May 2004, the Company entered into an agreement to construct and deploy a satellite for use by the USCG (See Note 10). In connection with this, the Company entered into the procurement agreements discussed below. All expenditures relating to this project are being capitalized as assets under construction. The satellite is scheduled for launch in mid-2006.

In November 2004, the Company entered into an ORBCOMM Concept Demonstration Payload Procurement Agreement with Orbital Sciences Corporation, under which the Company will purchase a Concept Demonstration Communication Payload at a total cost of $3,305. At December 31, 2005, the Company’s remaining obligation under this agreement is $300.

In March 2005, the Company entered into an ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement with OHB System AG, an affiliate of OHB Technology A.G., under which the Company will purchase, among other things, overall Concept Demonstration Satellite, design, bus module and payload module structure manufacture, payload module and bus module integration, assembled satellite environmental tests, launch services and in-

F-33

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

orbit testing of bus module at a total cost not to exceed $2,416. At December 31, 2005, the Company’s remaining obligation under this agreement is $846.

Gateway settlement obligation

In 1996, the Predecessor Company entered into a contract to purchase gateway earth stations (“GESs”) from ViaSAT Inc. (the “GESs Contract”). As of September 15, 2000, the date the Predecessor Company filed for bankruptcy, approximately $11,000 had been paid to ViaSAT, leaving approximately $3,700 owing under the GESs Contract for 8.5 GESs manufactured and stored by ViaSAT. In December 2004, the Company and ViaSAT entered into a settlement agreement whereby the Company was granted title to 4 completed GESs in return for a commitment to pay an aggregate of $1,000 by December 2007. ViaSAT maintains a security interest and lien in the 4 GESs and has the right to possession of each GESs until the lien associated with the GESs has been satisfied. The Company has the option, expiring in December 2007, to purchase any or all of the remaining 4.5 GESs for aggregate consideration of $2,700. However, the Company must purchase one of the remaining GESs for $1,000 prior to the sale or disposition of the last of the 4 GESs for which title has been transferred. At December 31, 2004 and 2005, the Company has recorded the 4 GESs in inventory at an aggregate value of $1,644 and recorded an accrued liability of an equal amount.

Procurement agreement in connection with quick-launch satellites

On April 21, 2006, the Company entered into an agreement with Orbital Sciences Corporation whereby Orbital Sciences will design, manufacture, test and deliver to the Company, one payload engineering development unit and six AIS-equipped satellite payloads for the Company. The cost of the payloads is $17,000, subject to adjustment under certain circumstances. The Company has an option to require Orbital Sciences to manufacture, test and deliver up to two additional satellite payloads at a cost of $2,200 per payload. Payments under the agreement are due upon the achievement of specified milestones by Orbital Sciences. The Company anticipates making payments under the contract of $10,500 in 2006 and $6,500 in 2007.

Operating leases

The Company leases office, storage and other facilities under agreements classified as operating leases which expire through 2013. Future minimum lease payments, by year and in the aggregate, under non-cancelable operating leases with initial or remaining terms of one year or more as of December 31, 2005 are as follows:

Years ending
December 31,
2006	$	677
2007		155
2008		161
2009		121
2010		5
Thereafter		12
	$	1,131

Rent expense for the years ended December 31, 2003, 2004 and 2005 was approximately $818, $920 and $956, respectively.

F-34

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Litigation

Quake. On February 24, 2005, Quake Global, Inc. (“Quake”) filed a four count action for damages and injunctive relief against the Company, the Company’s wholly owned subsidiary, New Stellar, and Delphi Corporation, in the U.S. District Court for the Central District of California, Western Division. The action alleges antitrust violations, breach of contract, tortious interference and improper exclusive dealing arrangements. Quake claims damages in excess of $15,000 and seeks treble damages, costs and reasonable attorneys’ fees, unspecified compensatory damages, punitive damages, injunctive relief and that the Company be required to divest itself of the assets it acquired from Old Stellar and reconstitute a new and effective competitor. On April 21, 2005, the Company filed a motion to dismiss or to compel arbitration and dismiss or stay the proceedings, which the District Court denied. On July 19, 2005, the Company and New Steller took an interlocutory appeal as of right to the Court of Appeals for the Ninth Circuit from the denial of the Company’s motion to dismiss. The appeal has been fully briefed and oral argument is expected in or around the fourth quarter of 2006. On December 6, 2005, the Company filed its answer and counterclaims to Quake’s complaint.

Separately, ORBCOMM served notices of default upon Quake in July and September 2005 under the parties’ Subscriber Communicators Manufacturing Agreement. On September 23, 2005, the Company commenced an arbitration with the American Arbitration Association seeking: (1) a declaration that the Company has the right to terminate the Subscriber Communicator Manufacturing Agreement; (2) an injunction against Quake’s improperly using the fruits of contractually-prohibited non-segregated modem design and development efforts in products intended for use with the systems of the Company’s competitors; and (3) damages. Quake has filed an answer with counterclaims to the Company’s claims in the arbitration. The arbitration hearing is in the process of being scheduled. No provision for losses, if any, that might result from the matter have been recorded in the Company’s consolidated financial statements.

ORBCOMM Asia. On September 30, 2005, ORBCOMM Asia delivered to the Company, ORBCOMM Holdings, ORBCOMM LLC, and two officers of the Company a written notice of its intention to arbitrate certain claims of breach of contract and constructive fraud related to the Memorandum of Understanding dated May 8, 2001 (the “MOU”) and seeking an award of $3,170 in actual and compensatory damages for breach of contract and $5,000 in punitive damages, and an award of damages for lost profits in an amount to be established. The Company believes that ORBCOMM Asia is approximately 90% owned by Gene Hyung-Jin Song, who is also a stockholder of the Company. On October 13, 2005, the Company, ORBCOMM Holdings, ORBCOMM LLC, and two officers of the Company received notification from the International Centre for Dispute Resolution, a division of the American Arbitration Association, that it had received the demand for arbitration from ORBCOMM Asia. On October 19 2005, ORBCOMM Inc., ORBCOMM Holdings LLC, ORBCOMM LLC, Jerome Eisenberg and Don Franco filed a petition, by order to show cause, in New York Supreme Court seeking a stay of the arbitration as to all parties other than ORBCOMM Asia and ORBCOMM LLC on the ground that those parties were not signatories to the MOU which contains the arbitration provision upon which the arbitration was based. By order dated January 31, 2006, the Supreme Court of the State of New York permanently stayed the arbitration as to all parties other than ORBCOMM LLC and ORBCOMM Asia. The arbitration hearing on the claims between ORBCOMM Asia and ORBCOMM LLC is currently scheduled for June 8-9, 2006. No provision for losses, if any, that might result from the matter have been recorded in the Company’s consolidated financial statements.

Internal Revenue Service. The Company settled disputes with the Internal Revenue Service and the States of Virginia in 2003 and Maryland in 2004, relating to payroll taxes and withholdings. Total payments for the years ended December 31, 2003, 2004 and 2005 totaled $312, $2,401 and $546,

F-35

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

respectively, including interest and penalties. All liabilities relating to these settlements were satisfied during 2004 for the States of Virginia and Maryland and during second quarter of 2005 for the Internal Revenue Service.

The Company is subject to various other claims and assessments in the normal course of its business. While it is not possible at this time to predict the outcome of the litigation discussed above with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, based on its evaluation of matters which are pending or asserted the Company’s management believes the disposition of such matters will not have a material adverse effect on the Company’s business or financial statements.

Note 18. Employee Incentive Plans

The Company maintains a 401(k) plan. All employees who are scheduled to work 1,000 hours in a consecutive 12-month period are eligible to participate in the plan on the dates of their employment. Employees may contribute up to 15% of eligible compensation to the plan, subject to certain limitations. The Company has the option of matching up to 100% of the amount contributed by each employee up to 4% of employee’s compensation. In addition, the plan contains a discretionary contribution component pursuant to which the Company may make an additional annual contribution. Contributions vest over a five-year period from the employee’s date of employment. The Company did not make any contributions for the years ended December 31, 2003, 2004 and 2005.

Note 19. Supplemental Disclosure of Cash Flow Noncash Investing and Financing Activities

	Years ended December 31,
	2003		2004		2005
Investing activities:
Issuance of Series A preferred stock in connection with the acquisition of Sistron	$	—	$	465	$	—
Gateway received in consideration for payment for accounts receivable		—		730		157
Issuance of Series A preferred stock in connection with the acquisition of Satcom		—		—		1,761
Financing activities:
Conversion of notes payable and accrued interest for Series A preferred stock		—		10,967		—
Conversion of notes payable for Series B preferred stock		—		—		25,019
Debt discount attributable to issued warrants and beneficial conversion rights in connection with 18% convertible bridge notes		2,180		—		—
Debt discount attributable to issued warrants and beneficial conversion rights in connection with 12% convertible bridge notes		—		426		—
Debt discount attributable to issued warrants and beneficial conversion rights in connection with 10% convertible bridge notes		—		354		—
Deferred financing costs attributable to issued warrants and beneficial conversion rights in connection with 18% convertible bridge notes		220		—		—
Deferred financing costs attributable to issued warrants and beneficial conversion rights in connection with 10% convertible bridge notes		—		56		—
Warrants issued in connection with Series A preferred stock issuance		—		606		—
Warrants issued in exchange for services rendered		—		248		—
18% convertible bridge notes issued in exchange for services rendered		150		—		—
Preferred stock dividends accrued		—		3,318		4,709

F-36

Notes to consolidated financial statements

(In thousands, except share, unit, per share and per unit amounts)

Note 20. Initial Public Offering and Pro Forma Presentation (unaudited)

On May 5, 2006, the Board of Directors of the Company authorized management to pursue an underwritten sale of shares of the Company’s common stock in an initial public offering (“IPO”) pursuant to the Securities Act of 1933, as amended.

Upon closing of the IPO, all outstanding shares of Series A and Series B preferred stock will automatically convert into an equal number of shares of common stock and all accrued and unpaid dividends on Series B preferred stock will become due and payable. The pro forma effect of this conversion has been reflected in unaudited pro forma stockholders’ equity at December 31, 2005 in the accompanying consolidated balance sheets and pro forma net loss per share for the year ended December 31, 2005 in the accompanying consolidated statements of operations.

Note 21. Quarterly Financial Data (Unaudited)

				Second			Third			Fourth
	First Quarter			Quarter			Quarter			Quarter
2004
Revenues	$	2,158		$	3,324		$	2,650		$	2,734
Loss from operations		(2,888	)		(2,082	)		(2,001	)		(2,392	)
Net loss		(5,523	)		(2,482	)		(2,000	)		(2,384	)
Net loss applicable to common shares		(4,443	)		(3,374	)		(3,090	)		(3,628	)
Net loss per common share, Basic and diluted		(0.52	)		(0.40	)		(0.36	)		(0.43	)
Weighted average common shares outstanding		8,486,901			8,486,901			8,486,901			8,486,901
2005
Revenues	$	2,751		$	3,656		$	3,665		$	5,455
Loss from operations		(1,643	)		(2,126	)		(2,104	)		(1,967	)
Net loss		(1,635	)		(2,110	)		(2,097	)		(3,256	)
Net loss applicable to common shares		(2,895	)		(3,419	)		(3,361	)		(4,573	)
Net loss per share, Basic and diluted		(0.34	)		(0.40	)		(0.39	)		(0.54	)
Weighted average common shares outstanding		8,487,982			8,535,026			8,535,026			8,535,026

F-37

Schedule II— Valuation and Qualifying Accounts

ORBCOMM Inc.

December 31, 2003, 2004 and 2005

			Col. C
Col. A	Col. B							Col. D		Col. E
	Balance at		Charged to		Charged to					Balance at
	beginning of		costs and		other					end of the
Description	the period		expenses		accounts			Deductions		period
	(amounts in thousands)
Year ended December 31, 2003
Allowance for doubtful receivables	$	290		1,148		(1,301	)			$	137
Year ended December 31, 2004
Allowance for doubtful receivables	$	137		1,280		(853	)			$	564
Deferred tax asset valuation allowance	$	—		4,701		—			—	$	4,701
Year ended December 31, 2005
Allowance for doubtful receivables	$	564		291		(184	)			$	671
Deferred tax asset valuation allowance	$	4,701		4,083		—			—	$	8,784

F-38

PART II

Information Not Required in Prospectus

Item 13.  Other Expenses of Issuance and Distribution

The following table sets forth the various expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale and distribution of the securities being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the Nasdaq National Market application fee.

SEC registration fee	$	16,050
NASD filing fee	$	*
Nasdaq National Market application fee	$	*
Accounting fees and expenses	$	*
Legal fees and expenses	$	*
Printing and engraving expenses	$	*
Transfer agent fees and expenses	$	*
Blue sky fees and expenses	$	*
Miscellaneous fees and expenses	$	*
Total	$	*

* To be filed by amendment.

Item 14.  Indemnification of Directors and Officers

ORBCOMM Inc. is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to ORBCOMM Inc. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

Article Eight of ORBCOMM Inc.’s current amended and restated certificate of incorporation provides that a director of ORBCOMM Inc. shall not be liable to ORBCOMM Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law. In addition, Section 4.1 of ORBCOMM Inc.’s current bylaws provides that ORBCOMM Inc. shall indemnify its directors and officers to the fullest extent permitted by Delaware law, including all expenses, liabilities and losses actually and reasonably incurred or suffered by such director or officer in connection therewith in defending or otherwise participating in any proceeding in advance of its final disposition. We have entered into indemnity agreements with our directors and our executive officers whereby we have agreed to indemnify the directors and executive officers to the extent permitted by our bylaws and Delaware law.

II-1

Item 15. Recent Sales of Unregistered Securities

During the past three fiscal years, we have issued securities in the following transactions, each of which was exempt from the registration requirements of Securities Act of 1933, as amended (Securities Act). All of the below-referenced securities issued pursuant to the exemption from registration under Section 4(2) of the Securities Act are deemed restricted securities for the purposes of the Securities Act.

During 2003, 2004, 2005 and 2006, we issued the following securities in transactions exempt from registration under Section 4(2) or 3(a)(9) of the Securities Act:

•  In March 2003, ORBCOMM LLC issued convertible notes in the aggregate principal amount of approximately $4.5 million to unrelated parties of which notes totaling approximately $165,000 were issued to a placement agent. ORBCOMM LLC issued additional convertible notes in the aggregate principal amount of approximately $1.2 million to related parties. Additionally, with the issuance of these notes, ORBCOMM LLC issued warrants to purchase 1,182,580 membership interests units of ORBCOMM LLC in the aggregate principal amount of approximately $213,000.

•  In January and February 2004, ORBCOMM LLC issued convertible notes in the aggregate principal amount of approximately $1.3 million. ORBCOMM LLC also issued warrants to purchase 131,578 membership interest units of ORBCOMM LLC in connection with these notes.

•  On February 17, 2004, we completed a private placement of 6,302,817 shares of our Series A preferred stock at a purchase price of $2.84 per share, or an aggregate of approximately $17.9 million, to SES Global, S.A., Ridgewood Satellite LLC, OHB Technology A.G., Sagamore Hill Hub Fund Ltd., Northwood Ventures LLC and Northwood Capital Partners LLC, each of which is and was at the time an accredited investor, including conversion of a note in the amount of $2.6 million issued to Ridgewood Satellite LLC.

•  In connection with the private placement, approximately $11.0 million of the outstanding convertible debt of ORBCOMM LLC, which included the notes issued in 2003 and 2004 as well as other notes issued prior to 2003, was converted into approximately 3.9 million shares of our Series A preferred stock.

•  In connection with the private placement, the corporate structure of ORBCOMM LLC was reorganized such that ORBCOMM LLC became our wholly owned subsidiary and the former members of ORBCOMM LLC were issued 8,486,901 shares of our common stock in exchange for their membership interest units and holders of warrants to purchase membership interest units of ORBCOMM LLC were issued 2,736,997 warrants to purchase shares of our common stock.

•  In connection with the reorganization, two of our officers contributed all of their interests in Sistron International LLC (representing 100% of Sistron) to us in exchange for 127,414 shares of Series A preferred stock in the amount of approximately $361,855.

•  On August 13, 2004, we completed a follow-on sale of 4,051,888 shares of Series A preferred stock in the amount of approximately $11.5 million to existing holders of Series A preferred stock.

•  In 2005, we issued Transport International Pool, Inc. 48,125 shares of common stock in the amount of approximately $136,000 upon Transport International Pool, Inc.’s non-cancellable order for the purchase of our products.

•  In October 2005, pursuant to an agreement entered into in connection with the 2004 reorganization, we acquired, from two of our officers, a 51% interest of Satcom in exchange for (i) 620,000 shares of Series A preferred stock in the amount of approximately $1,760,800 and (ii) a contingent payment in the event of a sale of or initial public offering.

•  In November and December 2005 and January 2006, we completed private placements in the amount of approximately $72.5 million, consisting of 10% convertible promissory notes due February 16, 2010, warrants to purchase our common stock and shares of our Series B preferred stock to PCG Satellite Investments, LLC (an affiliate of the Pacific Corporate Group), MH Investors Satellites LLC (an affiliate of MH Equity Investors), Torch Hill Capital and several existing investors, including Ridgewood Capital, OHB Technology A.G., Northwood Ventures and several

II-2

members of senior management, and certain other private equity investors, each of which is an accredited investor. The 10% convertible notes automatically converted on December 30, 2005 into shares of Series B preferred stock at a conversion price of $4.03 per share, and as a result of such conversion, the warrants were cancelled for no consideration. The transactions also included the reinvestment by certain holders of our Series A preferred stock of $1.3 million of dividends paid to the Series A preferred stock holders in shares of Series B preferred stock at a price of $4.03 per share. As a result of these transactions, an aggregate of approximately 17.6 million shares of our Series B preferred stock were issued and outstanding as of March 31, 2006.

During 2004, we granted stock options to officers, directors, employees and consultants under our 2004 stock option plan covering an aggregate of 2,292,498 shares of our common stock, at an average exercise price of $2.05. During 2006, we granted stock options to an officer under our 2004 stock option plan covering an aggregate of 75,000 shares of our common stock, at an average exercise price of $3.25 per share. The stock option grants described above were made under written compensatory plans or agreements in reliance on the exemption from registration pursuant to Rule 701 under the Securities Act or pursuant to Section 4(2) under the Securities Act.

Item 16.  Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit No.		Description
	*1	Form of Underwriting Agreement.
	3.1	Third Amended and Restated Certificate of Incorporation of the Company.
	3.2	Amended and Restated Bylaws of the Company.
	*3.3	Form of Amended and Restated Certificate of Incorporation of the Company.
	*3.4	Form of Amended Bylaws of the Company.
	*4.1	Specimen certificate for common stock, par value $0.001 per share, of the Company.
	4.2	Stockholders Agreement, dated as of February 17, 2004, among the Company and certain preferred stockholders and common stockholders of the Company.
	*5	Opinion of Chadbourne & Parke LLP as to the legality of the common stock.
	9.1	Second Amended & Restated Preferred Stock Voting Agreement, dated as of December 30, 2005, among the Company and certain preferred stockholders of the Company.
	9.2	Amended and Restated Common Stock Voting Agreement, dated as of November 18, 2005, among the Company and certain common stockholders of the Company.
	**10.1	Validation Services Agreement, dated May 20, 2004, between the Company and the United States Coast Guard.
	**10.2.1	Cooperation Agreement, dated May 18, 2004, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.
	10.2.2	Amendment Number One to Cooperation Agreement, dated December 27, 2005, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.
	**10.2.3	Pricing Letter Agreement, dated May 6, 2004, between the Company and Delphi Corporation.
	**10.3	ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement, dated March 10, 2005, between the Company and OHB System, A.G.
	**10.4	ORBCOMM Concept Demonstration Communication Payload Procurement Agreement, dated November 3, 2004, between the Company and Orbital Sciences Corporation.
	**10.5	Amendment to the Procurement Agreement, dated April 21, 2006, between the Company and Orbital Sciences Corporation.

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Exhibit No.		Description
	10.6	Second Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among the Company and certain preferred stockholders of the Company.
	10.7	Convertible Notes and Stock Purchase Agreement, dated December 30, 2005, by and among the Company and the investors party thereto.
	10.8.1	Satcom International Group Plc. Contribution Agreement, dated February 17, 2004, by and between the Company, Satcom International Group Plc., Don Franco, Nancy Franco, Jerome B. Eisenberg and Europa Holdings Limited.
	10.8.2	Satcom International Group Plc. Put Agreement, dated February 17, 2004, by and between the Company, Don Franco and Europa Holdings Limited.
	10.8.3	Reorganisation Agreement, dated October 7, 2005, between Satcom International Group Plc. and other persons party thereto.
	**10.9.1	International Value Added Reseller Agreement, dated March 14, 2003, between the Company and Transport International Pool.
	**10.9.2	Amendment to International Value Added Reseller Agreement, dated January 26, 2006, between the Company and Transport International Pool.
	10.9.3	Assignment and Assumption Agreement, dated February 28, 2006, between ORBCOMM LLC, Transport International Pool and GE Asset Intelligence, LLC.
	10.10	Form of Common Stock Warrants.
	10.11	Form of Series A Preferred Stock Warrants.
	10.12	Form of Ridgewood Preferred Stock Warrants.
	10.13	Form of Indemnification Agreement between the Company and the executive officers and directors of the Company.
	10.14	Schedule identifying agreements substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.14.1 hereto.
	10.15	2004 Stock Option Plan.
	*10.16	2006 Long-Term Incentives Plan.
	10.17	Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan.
	10.18	Form of Non-Statutory Stock Option Agreement under the 2004 Stock Option Plan.
	*10.19	Employment Agreement between Jerome B. Eisenberg and the Company.
	*10.20	Employment Agreement between Marc Eisenberg and the Company.
	10.21.1	Employment Agreement, dated as of May 5, 2006, between John P. Brady and the Company.
	10.21.2	Amendment to Stock Option Agreement, dated as of May 5, 2006, between John P. Brady and the Company.
	*10.22	Employment Agreement between John J. Stolte, Jr. and the Company.
	*10.23	Employment Agreement, dated April 6, 2005, between Emmett Hume and the Company.
	16	Letter of J.H. Cohn LLP regarding change in certifying accountant.
	21	Subsidiaries of the Company.
	23.1	Consent of Deloitte & Touche LLP, an independent registered public accounting firm.
	23.2	Consent of J.H. Cohn LLP, an independent registered public accounting firm.
	*23.3	Consent of Chadbourne & Parke LLP, contained in their opinion as filed as Exhibit 5.
	24	Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company.

* To be filed by subsequent amendment.

** Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

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(b) Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2003, 2004 and 2005 appears on page F-38.

Item 17.  Undertakings

The undersigned Registrant hereby undertakes:

• to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser;

• that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

• that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ORBCOMM Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lee, State of New Jersey, on May 12, 2006.

ORBCOMM Inc.

By:  /s/ Jerome B. Eisenberg

Jerome B. Eisenberg

Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed on May 12, 2006 by the following persons in the capacities indicated:

Signature	Title
Jerome B. Eisenberg*	Chief Executive Officer, President and Director (principal executive officer)
Robert Bednarek*	Director
John Franco*	Director
Marco Fuchs*	Director
Ronald Gerwig*	Director
Robert Gold*	Director
Leslie Golden*	Director
Timothy Kelleher*	Director
Matthew Lesesky*	Director
Peter Schiff*	Director
John P. Brady*	Chief Financial Officer (principal financial and accounting officer)
*By: /s/ Christian G. Le Brun Christian G. Le Brun, Attorney-in-Fact**

**  By authority of the power of attorney filed as Exhibit 24 hereto.

II-6

Exhibit Index

Exhibit
No.			Description	Page No.
	*1		Form of Underwriting Agreement.
	3	.1	Third Amended and Restated Certificate of Incorporation of the Company.
	3	.2	Amended and Restated Bylaws of the Company.
	*3	.3	Form of Amended and Restated Certificate of Incorporation of the Company.
	*3	.4	Form of Amended Bylaws of the Company.
	*4	.1	Specimen certificate for common stock, par value $0.001 per share, of the Company.
	4	.2	Stockholders Agreement, dated as of February 17, 2004, among the Company and certain preferred stockholders and common stockholders of the Company.
	*5		Opinion of Chadbourne & Parke LLP as to the legality of the common stock.
	9	.1	Second Amended & Restated Preferred Stock Voting Agreement, dated as of December 30, 2005, among the Company and certain preferred stockholders of the Company.
	9	.2	Amended and Restated Common Stock Voting Agreement, dated as of November 18, 2005, among the Company and certain common stockholders of the Company.
	**10	.1	Validation Services Agreement, dated May 20, 2004, between the Company and the United States Coast Guard.
	**10	.2.1	Cooperation Agreement, dated May 18, 2004, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.
	10	.2.2	Amendment Number One to Cooperation Agreement, dated December 27, 2005, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.
	**10	.2.3	Pricing Letter Agreement, dated May 6, 2004, between the Company and Delphi Corporation.
	**10	.3	ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement, dated March 10, 2005, between the Company and OHB System, A.G.
	**10	.4	ORBCOMM Concept Demonstration Communication Payload Procurement Agreement, dated November 3, 2004, between the Company and Orbital Sciences Corporation.
	**10	.5	Amendment to the Procurement Agreement, dated April 21, 2006, between the Company and Orbital Sciences Corporation.
	10	.6	Second Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among the Company and certain preferred stockholders of the Company.
	10	.7	Convertible Notes and Stock Purchase Agreement, dated December 30, 2005, by and among the Company and the investors party thereto.
	10	.8.1	Satcom International Group Plc. Contribution Agreement, dated February 17, 2004, by and between the Company, Satcom International Group Plc., Don Franco, Nancy Franco, Jerome B. Eisenberg and Europa Holdings Limited.
	10	.8.2	Satcom International Group Plc. Put Agreement, dated February 17, 2004, by and between the Company, Don Franco and Europa Holdings Limited.
	10	.8.3	Reorganisation Agreement, dated October 7, 2005, between Satcom International Group Plc. and other persons party thereto.
	**10	.9.1	International Value Added Reseller Agreement, dated March 14, 2003, between the Company and Transport International Pool.

Exhibit
No.			Description	Page No.
	**10	.9.2	Amendment to International Value Added Reseller Agreement, dated January 26, 2006, between the Company and Transport International Pool.
	10	.9.3	Assignment and Assumption Agreement, dated February 28, 2006, between ORBCOMM LLC, Transport International Pool and GE Asset Intelligence, LLC.
	10	.10	Form of Common Stock Warrants.
	10	.11	Form of Series A Preferred Stock Warrants.
	10	.12	Form of Ridgewood Preferred Stock Warrants.
	10	.13	Form of Indemnification Agreement between the Company and the executive officers and directors of the Company.
	10	.14	Schedule identifying agreements substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.14.1 hereto.
	10	.15	2004 Stock Option Plan.
	*10	.16	2006 Long-Term Incentives Plan.
	10	.17	Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan.
	10	.18	Form of Non Statutory Stock Option Agreement under the 2004 Stock Option Plan.
	*10	.19	Employment Agreement between Jerome B. Eisenberg and the Company.
	*10	.20	Employment Agreement between Marc Eisenberg and the Company.
	10	.21.1	Employment Agreement, dated as of May 5, 2006, between John P. Brady and the Company.
	10	.21.2	Amendment to Stock Option Agreement, dated as of May 5, 2006, between John P. Brady and the Company.
	*10	.22	Employment Agreement between John J. Stolte, Jr. and the Company.
	*10	.23	Employment Agreement, dated April 6, 2005, between Emmett Hume and the Company.
	16		Letter of J.H. Cohn LLP regarding change in certifying accountant.
	21		Subsidiaries of the Company.
	23	.1	Consent of Deloitte & Touche LLP, an independent registered public accounting firm.
	23	.2	Consent of J.H. Cohn LLP, an independent registered public accounting firm.
	*23	.3	Consent of Chadbourne & Parke LLP, contained in their opinion as filed as Exhibit 5.
	24		Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company.

* To be filed by subsequent amendment.

** Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

EX-3.1

                                                                     EXHIBIT 3.1

                           THIRD AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  ORBCOMM INC.

                    (Pursuant to Sections 242 and 245 of the
                General Corporation Law of the State of Delaware)



                                Table of Contents



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I ...............................................................     1

ARTICLE II ..............................................................     2

ARTICLE III .............................................................     2

     A.   Classes of Stock ..............................................     2

     B.   Rights, Preferences and Restrictions of Preferred Stock .......     2

          1.   Dividends ................................................     2

          2.   Liquidation Preference ...................................     3

          3.   Redemption ...............................................     5

          4.   Conversion ...............................................     9

          5.   Voting Rights ............................................    17

          6.   Protective Provisions ....................................    19

          7.   Status of Converted Stock ................................    23

     C.   Common Stock ..................................................    23

          1.   Dividend Rights ..........................................    23

          2.   Liquidation Rights .......................................    23

          3.   Redemption ...............................................    23

          4.   Voting Rights ............................................    23

          5.   Preferences of Common Stock ..............................    23

          6.   Authorization of Common Stock ............................    24

ARTICLE IV ..............................................................    24

ARTICLE V ...............................................................    24

ARTICLE VI ..............................................................    24

ARTICLE VII .............................................................    24



                                        i



Third Amended and Restated Certificate of Incorporation

                           THIRD AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  ORBCOMM INC.

                    (Pursuant to Sections 242 and 245 of the
                General Corporation Law of the State of Delaware)

     ORBCOMM INC., a corporation organized and existing under and by virtue of
the provisions of the General Corporation Law of the State of Delaware (the
"General Corporation Law"),

     DOES HEREBY CERTIFY:

     FIRST: that the name of this corporation is ORBCOMM INC. and that this
corporation was originally incorporated pursuant to the General Corporation Law
on October 16, 2003 under the name ORBCOMM INC.

     SECOND: That the original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on October 16, 2003, was amended by
the Amended and Restated Certificate of Incorporation filed with the Secretary
of State of the State of Delaware on February 17, 2004, and was further amended
by the Second Amended and Restated Certificate of Incorporation filed with the
Secretary of State of the State of Delaware on December 30, 2005.

     THIRD: That the Board of Directors duly adopted resolutions proposing to
amend and restate the Second Amended and Restated Certificate of Incorporation
of this corporation, declaring said amendment and restatement to be advisable
and in the best interests of this corporation and its stockholders, and
authorizing the appropriate officers of this corporation to solicit the consent
of the stockholders therefor, which resolution setting forth the proposed
amendment and restatement is as follows:

     RESOLVED, that the Certificate of Incorporation, as amended by the Second
Amended and Restated Certificate of Incorporation, of this corporation be
amended and restated in its entirety as follows:

                                    ARTICLE I

     The name of this corporation is ORBCOMM INC.



                                   ARTICLE II

     The address of the registered office of this corporation in the State of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808 and the name of its registered agent at that address is
Corporation Service Company.

                                   ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law.

                                   ARTICLE IV

     A. Classes of Stock. This corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares that this corporation is authorized to issue is one
hundred fifty million (150,000,000) shares. One hundred five million
(105,000,000) shares shall be Common Stock, $0.001 par value per share. Forty
five million (45,000,000) shares shall be Preferred Stock, $0.001 par value per
share.

     B. Rights, Preferences and Restrictions of Preferred Stock. The Preferred
Stock authorized by this Third Amended and Restated Certificate of Incorporation
may be issued from time to time in one or more series as may be determined by
the Board of Directors. The rights, preferences and restrictions granted to and
imposed on the Series A Preferred Stock, which series shall consist of up to
fifteen million (15,000,000) shares as shall be determined by the Board of
Directors (the "Series A Preferred Stock") and the rights, preferences and
restrictions granted to and imposed on the Series B Preferred Stock, which
series shall consist of up to thirty million (30,000,000) shares as shall be
determined by the Board of Directors (the "Series B Preferred Stock"), are as
set forth below in this Article III(B).

     1. Dividends.

          (a) This corporation shall not declare, pay or set aside any dividends
     (other than dividends payable in shares of Common Stock or as provided in
     the final sentence of subsection 1(c) below) on shares of Series A
     Preferred Stock or Common Stock unless (i) the holders of the Series B
     Preferred Stock then outstanding shall first receive, or simultaneously
     receive, the Series B Liquidation Amount, including all accrued dividends
     pursuant to Subsection 1(c) below or otherwise declared and unpaid, and a
     dividend on each outstanding share of Series B Preferred Stock equal to the
     product of (w) the per share dividend to be declared, paid or set aside for
     the Common Stock, multiplied by (x) the number of shares of Common Stock
     into which such shares of Series B Preferred Stock is then convertible,
     plus (y) the per share dividend to be declared, paid or set aside for the
     Series A Preferred (other than dividends pursuant to Subsection 1(c) below)
     multiplied by the number of shares of Common Stock into which such shares
     of Series B Preferred Stock


                                        2



     is then convertible or (ii) the holders of at least two-thirds of the
     outstanding Series B Preferred Stock (the "Supermajority Preferred
     Holders") agree otherwise.

          (b) Intentionally deleted.

          (c) In addition to the dividends which may be paid to the holders of
     Series B Preferred Stock pursuant to Subsection 1(a) above, the holders of
     shares Series B Preferred Stock shall be entitled to receive, out of assets
     legally available therefor, cash dividends of twelve percent (12%) per
     share per annum, compounded annually. Such dividends (i) shall initially be
     compounded based on the Original Series B Issue Price (as defined herein)
     with respect to the Series B Preferred Stock, and (ii) shall accrue and be
     cumulative from the date of issuance of each share of Series B Preferred
     Stock, whether or not declared. Accrued dividends under this Subsection
     1(c), together with declared and unpaid dividends under Subsection 1(a) or
     otherwise, shall be payable at such times as may be determined by the Board
     of Directors of this corporation (the "Board"), but shall be payable in
     full in any event upon any Liquidation under Section 2 below, any
     Redemption under Section 3 below, or any conversion of Series B Preferred
     Stock (as the case may be) into Common Stock under Section 4 below.
     Notwithstanding anything herein to the contrary, the dividends declared
     upon the Series A Preferred Stock prior to the date of this Third Amended
     and Restated Certificate of Incorporation which remain unpaid shall remain
     payable as declared, provided that the amount of such dividends shall not
     exceed the lesser of (i) the accrued and unpaid dividends thereon to the
     date hereof or (ii) eight million fifty thousand dollars ($8,050,000).

     2. Liquidation Preference.

          (a) In the event of any Liquidation (as hereinafter defined), whether
     voluntary or involuntary, holders of Series B Preferred Stock shall be
     entitled, prior to and in preference to any distribution of any assets of
     this corporation to the holders of Series A Preferred Stock or to the
     holders of Common Stock by reason of their ownership thereof, an amount
     equal to the Original Series B Issue Price (as hereinafter defined) plus
     accrued or otherwise declared but unpaid dividends (the "Series B
     Liquidation Amount"). The "Original Series B Issue Price" is $4.03 per
     outstanding share (as adjusted for any stock dividends, combinations,
     splits, recapitalization and the like following the effective date of this
     Third Amended and Restated Certificate of Incorporation with respect to
     such shares). If the assets of this corporation shall be insufficient to
     permit the payment in full to the holders of the Series B Preferred Stock
     of the amount thus distributable, then, the entire assets of this
     corporation available for such distribution shall be distributed among the
     holders of the Series B Preferred Stock pro rata based on the number of
     shares of Series B Preferred Stock held by each.

          (b) Intentionally deleted.

          (c) After such payments have been made in full to the holders of the
     Series B Preferred Stock, or funds necessary for such payment have been set
     aside by the corporation in trust for the account of such holders so as to
     be available for such payments,


                                        3



     the remaining assets of this corporation available for distribution to
     stockholders shall be distributed among the holders of Common Stock and
     Series B Preferred Stock on a pro rata, as-converted basis.

               (i) For purposes of this Section 2, unless otherwise agreed by
the Supermajority Preferred Holders, a liquidation, dissolution or winding up of
this corporation shall be deemed to be occasioned by, or to include, (i) a
liquidation, dissolution or winding up of the corporation; (ii) any transaction
or series of related transactions (including, without limitation, any
reorganization, merger or consolidation) in which the holders of a majority of
the voting securities of this corporation immediately before such transaction
(on an as converted basis) hold less than a majority of the voting securities of
the surviving corporation; or (iii) a sale of all or substantially all of the
assets of this corporation (any of which events is hereinafter referred to as a
"Liquidation").

               (ii) In any Liquidation, if the consideration received by this
corporation is other than cash, its value will be deemed its fair market value.
Any securities shall be valued as follows:

               (A) Securities not subject to investment letter or other similar
restrictions on free marketability:

               (1) If traded on a national securities exchange or through the
NASDAQ Stock Market (or similar quotation system), the London Stock Exchange,
the Paris Bourse, the Frankfurt Stock Market, the Tokyo Stock Exchange or the
Hong Kong Stock Exchange, the value shall be deemed to be the average of the
closing prices of the securities on such exchange or system over the thirty (30)
day period ending three (3) business days prior to the closing;

               (2) If actively traded over-the-counter, the value shall be
deemed to be the average of the daily closing bid or sale prices (whichever is
applicable) over the thirty (30) day period ending three (3) business days prior
to the closing; and

               (3) If there is no active public market, the value shall be the
fair market value thereof, as determined by the Board and approved by the
Supermajority Preferred Holders and the holders of at least a majority of the
outstanding Common Stock (the "Majority Common Holders"); or in the event that
the Board, the Supermajority Preferred Holders and the Majority Common Holders
cannot agree on the fair market value, the value shall be the fair market value
thereof established by an investment banking firm that is mutually agreed upon
by the Board, the Supermajority Preferred Holders and the Majority Common
Holders. In the event that the Board, the Supermajority Preferred Holders and
the Majority Common Holders cannot agree on an investment banking firm, each of
the Board, the Supermajority Preferred Holders and the Majority Common Holders
shall retain an investment banking firm or appraisal firm of national prominence
and shall instruct those investment banking or appraisal firms (A) to identify,
within five (5) business days thereafter, an independent investment banking or
appraisal firm of national prominence, and (B) to instruct such investment
banking or appraisal firm to calculate, the fair


                                        4



market value of the securities. This corporation shall give the selected
investment banking or appraisal firm access to this corporation, its employees
and records in order to facilitate such calculations. The selected investment
banking or appraisal firm shall be instructed to deliver its written calculation
of the fair market value of the security in question to each of the parties
(which valuation shall be final and binding as the fair market value of the
securities thereof).

               (B) The method of valuation of securities subject to investment
letter or other restrictions on free marketability (other than restrictions
arising solely by virtue of a stockholder's status as an affiliate or former
affiliate) shall be to make an appropriate discount from the market value
determined as above in (c) (ii) (A) (1), (2) and (3) to reflect the approximate
fair market value thereof, as mutually determined by the Board, the
Supermajority Preferred Holders and the Majority Common Holders.

          (d) Intentionally deleted.

          (e) This corporation shall give each holder of record of capital stock
     written notice of any proposed transaction which may be deemed a
     Liquidation not later than three (3) days prior to the stockholders'
     meeting called to approve such transaction, or three (3) days prior to the
     closing of such transaction, whichever is earlier, and shall also notify
     such holders in writing of the final approval of such transaction. The
     first of such notices shall describe the material terms and conditions of
     the impending transaction and the provisions of this Section 2, and this
     corporation shall thereafter give such holders prompt notice of any
     material changes. The transaction shall in no event take place sooner than
     three (3) days after this corporation has given the first notice provided
     for herein or sooner than two (2) days after this corporation has given
     notice of any material changes provided for herein; provided, however, that
     such periods may be shortened upon the written consent of the Majority
     Preferred Holders and, if necessary, Majority Common Holders.

     3. Redemption.

          (a) Mandatory Redemption.

               (i) Shares of Series B Preferred Stock (except the shares of
Series B Preferred Stock held by holders of Series B Preferred Stock that
exercise the Opt Out Right (as defined below), if any) shall be redeemed by this
corporation at a price equal to the Original Series B Issue Price per share,
plus all declared and/or accrued but unpaid dividends thereon (the "Series B
Redemption Price"), in one cash installment as set forth below within sixty (60)
days after receipt by this corporation at any time on or after October 31, 2011,
from the Majority of Series B Preferred Stock (as defined below), of written
notice requesting redemption of all shares of Series B Preferred Stock (the date
of the redemption being referred to as the "Series B Redemption Date"). Within
five (5) days of the receipt of written notice from the Majority of Series B
Preferred Stock (as defined below), the Company shall provide written notice to
the other Series B Stockholders (the "Minority Series B Stockholders") of the
demand for redemption by the Majority of Series B Preferred Stock (the "Opt-Out
Redemption Notice"). The Opt-Out Redemption Notice shall be sent and deemed
delivered to the Minority Series B Stockholders in the same manner as notice of
shareholder meeting is set forth in the By-Laws of this Corporation. Each
Minority Series B Stockholder shall have the option to opt out (the "Opt


                                        5



Out Right") of the redemption by providing to the Company written notice of his
or its intention to exercise such Opt Out Right within ten (10) days after
receipt of the Opt-Out Redemption Notice. The Minority Series B Stockholders who
exercise the Opt Out Right shall forfeit any rights to cause any future
mandatory redemption under this agreement. Notwithstanding the prior four
sentences, if the PCG Entities (as defined below) hold in the aggregate less
than five million five hundred eighty-three thousand one hundred twenty-seven
(5,583,127) shares or, if the PCG Entities shall have purchased shares of Series
B Preferred Stock in a Subsequent Closing (as such term is defined in the
Convertible Note and Stock Purchase Agreement dated December 30, 2005 between,
among others, this corporation and the PCG Entities, as such agreement may be
amended (the "Purchase Agreement")) pursuant to the Purchase Agreement, eleven
million one hundred sixty-six thousand two hundred fifty-three (11,166,253)
shares (in each case, subject to adjustment of such fixed amount for any stock
splits, stock dividends, combinations, recapitalizations, and the like) of the
then outstanding Series B Preferred Stock, (A) the Minority Series B
Stockholders shall not have the Opt Out Right and this corporation shall have no
obligation to deliver the above-referenced Opt-Out Redemption Notice and (B) all
shares of Series B Preferred Stock shall be redeemed on the Series B Redemption
Date following the Company's receipt of notice requesting redemption of all
shares of Series B Preferred Stock from the Majority of Series B Preferred Stock
in accordance with the first sentence of this Subsection 3(a)(i). On the Series
B Redemption Date, the corporation shall redeem from each holder of Series B
Preferred Stock that has not exercised the Opt Out Right (if applicable) all
Series B Preferred Stock held by such holder. If this corporation does not have
sufficient funds legally available to redeem the Series B Preferred Stock on the
Series B Redemption Date, (i) the corporation shall redeem a pro rata portion of
each holder's shares of Series B Preferred Stock that has not exercised the Opt
Out Right (if applicable) out of funds legally available therefor and redeem the
remaining shares to have been redeemed as soon as practicable after the
corporation has funds legally available therefore, and (ii) the Majority of
Series B Preferred Stock shall have the option to elect a majority of the Board.

               As used in this Third Amended and Restated Certificate of
Incorporation, "Majority Of Series B Preferred Stock" shall mean (i) so long as
the PCG Entities hold, in the aggregate, at least five million five hundred
eighty-three thousand one hundred twenty-seven (5,583,127) shares or, if the PCG
Entities shall have purchased shares of Series B Preferred Stock in a Subsequent
Closing pursuant to the Purchase Agreement, eleven million one hundred sixty-six
thousand two hundred fifty-three (11,166,253) shares (in each case, subject to
adjustment of such fixed amount for any stock splits, stock dividends,
combinations, recapitalizations, and the like) of the then outstanding Series B
Preferred Stock, the holders of (A) at least five million five hundred
eighty-three thousand one hundred twenty-seven (5,583,127) shares (prior to the
Subsequent Closing) including the affirmative vote of the PCG Entities or (B) at
least eleven million one hundred sixty-six thousand two hundred fifty-three
(11,166,253) shares of Series B Preferred Stock (on and after the Subsequent
Closing), in each case, including the affirmative vote of the PCG Entities (in
each case, subject to adjustment of such fixed amounts for any stock splits,
stock dividends, combination, recapitalization and the like) (it being
understood that the affirmative vote of the PCG Entities shall be deemed
obtained if the PCG Entities holding a majority of the then outstanding Series B
Preferred Stock held by all PCG Entities so provide their affirmative vote), or
(ii) if the PCG Entities do not hold, in the aggregate five million five


                                        6



hundred eighty-three thousand one hundred twenty-seven (5,583,127) shares, or if
the PCG Entities shall have purchased shares of Series B Preferred Stock in a
Subsequent Closing pursuant to the Purchase Agreement, eleven million one
hundred sixty-six thousand two hundred fifty-three (11,166,253) shares (in each
case, subject to adjustment of such fixed amount for any stock splits, stock
dividends, combinations, recapitalizations, and the like) of the then
outstanding Series B Preferred Stock, the holders of a majority of the then
outstanding shares of Series B Preferred Stock; provided, however, that if all
of the conditions to the obligations of the PCG Entities to consummate the
Subsequent Closing have been satisfied or waived and the applicable PCG
Entity(ies) breach their obligation to consummate the Subsequent Closing in
accordance with the terms of the Purchase Agreement, then clause (ii) above
shall apply following such breach until such time (if any) as such breach is
cured (it being understood that if there is a dispute between the Company and
the PCG Entities with respect to whether the PCG Entities have breached their
obligation to consummate the Subsequent Closing then clause (ii) above shall
only apply pursuant to this proviso following entry of a final, non-appealable
court order finding that the PCG Entities breached their obligation to
consummate the Subsequent Closing). "PCG Entities" means collectively PCG
Satellite Investments, LLC, CALPERS PCG Corporate Partners, LLC and any
Affiliate(s) of either of the foregoing.

               (ii) Subject to the redemption of all shares of Series B
Preferred Stock and payment in full of the Series B Redemption Price having been
made to the holders of the Series B Preferred Stock (or funds necessary for such
payment having been set aside by this corporation in trust for the account of
such holders) with respect to each share of Series B Preferred Stock pursuant to
Subsection 3(a)(i) above, if applicable, shares of Series A Preferred Stock
shall be redeemed by this corporation at a price equal to the Original Series A
Issue Price per share, plus all declared but unpaid dividends thereon (the
"Series A Redemption Price"), in one cash installment as set forth below within
sixty (60) days after receipt by this corporation of written notice requesting
redemption of all shares of Series A Preferred Stock from the holders of at
least two thirds of the then outstanding shares of Series A Preferred Stock;
provided that any such written notice shall not be effective unless delivered on
or after the later of (1) February 16, 2010, (2) the date on which there is no
longer any Series B Preferred Stock outstanding or (3) the Series B Redemption
Date (the date of the redemption being referred to as the "Series A Redemption
Date"). The "Original Series A Issue Price" is $2.84 per outstanding share (as
adjusted for any stock dividends, combinations, splits, recapitalization and the
like following the effective date of this Third Amended and Restated Certificate
of Incorporation with respect to such shares). On the Series A Redemption Date,
the corporation shall redeem from each holder of Series A Preferred Stock all
Series A Preferred Stock held by such holder. If this corporation does not have
sufficient funds legally available to redeem the Series A Preferred Stock on the
Series A Redemption Date, (i) the corporation shall redeem a pro rata portion of
each holder's shares of Series A Preferred Stock out of funds legally available
therefor and to redeem the remaining shares to have been redeemed as soon as
practicable after the corporation has funds legally available therefore, and
(ii) the holders of a majority of the Series A Preferred Stock shall have the
option to elect a majority of the Board for the purpose of effecting a
redemption of the Series A Preferred Stock through a sale of this corporation,
provided that any such sale of this corporation shall be performed in an orderly
auction in a manner consistent with each director's discharge of his or her
fiduciary duties.


                                        7



          (b) Redemption Notice. Written notice of the mandatory redemptions
     (the "Redemption Notice") shall be mailed, postage prepaid, to each holder
     of record of Series A Preferred Stock or Series B Preferred Stock, as the
     case may be, at its post office address last shown on the records of this
     corporation, or given by electronic communication in compliance with the
     provisions of the General Corporation Law, not less than thirty (30) days
     prior to the Series A Redemption Date or Series B Redemption Date, as
     applicable. The Redemption Notice shall state, as to the relevant series of
     Preferred Stock:

               (i) the number of shares of Series A Preferred Stock or Series B
Preferred Stock held by the holder that the corporation shall redeem on the
Series A Redemption Date or Series B Redemption Date specified in the Redemption
Notice;

               (ii) the Series A Redemption Date or Series B Redemption Date and
the Series A Redemption Price or Series B Redemption Price;

               (iii) the date upon which the holder's right to convert such
shares terminates (as determined in accordance with Subsection 4(a)); and

               (iv) that the holder is to surrender to this corporation, in the
manner and at the place designated, his certificate or certificates representing
the shares of Series A Preferred Stock or Series B Preferred Stock to be
redeemed.

          (c) Surrender of Certificates; Payment. On or before the applicable
     redemption date, each holder of shares of Series A Preferred Stock or
     Series B Preferred Stock to be redeemed on such redemption date, unless
     such holder has exercised his right to convert such shares as provided in
     Subsection 4(a) hereof, shall surrender the certificate or certificates
     representing such shares to this corporation, in the manner and at the
     place designated in the Redemption Notice, and thereupon the redemption
     price for such shares shall be payable to the order of the person whose
     name appears on such certificate or certificates as the owner thereof, and
     each surrendered certificate shall be canceled and retired. In the event
     less than all of the shares of Series A Preferred Stock or Series B
     Preferred Stock represented by a certificate are redeemed, a new
     certificate representing the unredeemed shares of Series A Preferred Stock
     or Series B Preferred Stock shall promptly be issued.

          (d) Rights Subsequent to Redemption. If the Redemption Notice shall
     have been duly given, and if on the relevant redemption date the applicable
     redemption price payable upon redemption of the shares of Series A
     Preferred Stock or Series B Preferred Stock, as the case may be, to be
     redeemed is paid or tendered for payment, then notwithstanding that the
     certificates evidencing any of the shares of Series A Preferred Stock or
     Series B Preferred Stock so called for redemption shall not have been
     surrendered, dividends with respect to such shares of Preferred Stock shall
     cease to accrue after such redemption date and all rights with respect to
     such shares shall forthwith after the relevant redemption date terminate,
     except only the right of the holders to receive the applicable redemption
     price without interest upon surrender of their certificate or certificates
     therefor.


                                        8



          (e) Redeemed or Otherwise Acquired Shares. Any shares of Series A
     Preferred Stock or Series B Preferred Stock that are redeemed or otherwise
     acquired by this corporation or any of its subsidiaries shall be
     automatically and immediately cancelled and shall not be reissued, sold or
     transferred as shares of Series A Preferred Stock or Series B Preferred
     Stock. Neither this corporation nor any of its subsidiaries may exercise
     any voting or other rights granted to the holders of Series A Preferred
     Stock or Series B Preferred Stock.

          (f) Other Redemptions or Acquisitions. Neither this corporation nor
     any subsidiary shall redeem or otherwise acquire any capital stock of this
     corporation prior to the complete redemption of the Series A Preferred
     Stock and Series B Preferred Stock, except in accordance with
     Subsection(6)(a)(xx) of Article III of this Third Amended and Restated
     Certificate of Incorporation.

     4. Conversion. The holders of Series A Preferred Stock and Series B
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

          (a) Right to Convert.

               (i) Each share of Series B Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the date of issuance of
such share, at the office of this corporation or any transfer agent for such
stock, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing the Original Series B Issue Price by the conversion
price applicable to such share, determined as hereafter provided (the "Series B
Conversion Price"), in effect on the date the certificate is surrendered for
conversion. The initial Series B Conversion Price per share shall be the
Original Series B Issue Price for such share; provided, however that the Series
B Conversion Price shall be subject to adjustment as set forth in Subsection
4(d).

               (ii) Each share of Series A Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the date of issuance of
such share, at the office of this corporation or any transfer agent for such
stock, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing the Original Series A Issue Price by the conversion
price applicable to such share, determined as hereafter provided (the "Series A
Conversion Price"), in effect on the date the certificate is surrendered for
conversion. The initial Series A Conversion Price per share shall be the
Original Series A Issue Price for such share; provided, however that the Series
A Conversion Price shall be subject to adjustment as set forth in Subsection
4(d).

          In the event of a notice of redemption of any shares of Series A
Preferred Stock or Series B Preferred Stock pursuant to Subsection 3 above, the
Conversion Rights of the shares designated for redemption shall terminate at the
close of business on the last full day preceding the applicable date fixed for
redemption, unless the redemption price is not paid on such redemption date, in
which case the Conversion Rights for such shares for which the redemption price
is not paid shall continue until such price is paid in full. In the event of a
Liquidation of this corporation, the Conversion Rights shall terminate at the
close of business on the last full


                                       9



day preceding the date fixed for the payment of any such amounts distributable
on such event to the holders of Series A Preferred Stock or Series B Preferred
Stock.

          (b) Automatic Conversion. Each share of Series A Preferred Stock and
     Series B Preferred Stock shall automatically be converted into shares of
     Common Stock at the Series A Conversion Price for such Series A Preferred
     Stock then in effect and the Series B Conversion Price for such Series B
     Preferred Stock then in effect, immediately upon the earlier of:

               (i) the closing of a public offering by this corporation of its
shares of Common Stock pursuant to an effective registration statement filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in an offering with gross cash proceeds (prior to the deduction of any
fees and expenses incurred in such transaction) to the corporation of not less
than seventy five million dollars ($75,000,000), at a per share price of not
less than (1) $8.52 per share (as adjusted for any stock dividends, combinations
or splits following the effective date of this Third Amended and Restated
Certificate of Incorporation) if the public offering occurs on or before
February 28, 2007, (2) $10.00 per share (as adjusted for any stock dividends,
combinations or splits following the effective date of this Third Amended and
Restated Certificate of Incorporation) if the public offering occurs after
February 28, 2007 and on or before December 31, 2007, or (3) $12.00 per share
(as adjusted for any stock dividends, combinations or splits following the
effective date of this Third Amended and Restated Certificate of Incorporation)
if the public offering occurs on or after January 1, 2008 (any such public
offering, a "Qualified Public Offering");

               (ii) the closing of a Qualified Sale (as defined herein); or

               (iii) upon the vote or written consent of the Supermajority
Preferred Holders.

          (c) Mechanics of Conversion. Before any holder of Series A Preferred
     Stock or Series B Preferred Stock shall be entitled to convert the same
     into shares of Common Stock, such holder shall surrender the certificate or
     certificates therefor, duly endorsed, at the office of this corporation or
     of any transfer agent for the Series A Preferred Stock or Series B
     Preferred Stock, and give written notice to this corporation at its
     principal corporate office of such holder's election to convert the same,
     and shall state therein the name or names in which the certificate or
     certificates for shares of Common Stock are to be issued. This corporation
     shall, as soon as practicable thereafter, issue and deliver at such office
     to such holder of Series A Preferred Stock or Series B Preferred Stock, or
     to the nominee or nominees of such holders, a certificate or certificates
     for the number of shares of Common Stock to which such holder shall be
     entitled as aforesaid. Such conversion shall be deemed to have been made
     immediately prior to the close of business on the date of such surrender of
     the shares of Series A Preferred Stock or Series B Preferred Stock to be
     converted, and the person or persons entitled to receive the shares of
     Common Stock issuable upon such conversion shall be treated for all
     purposes as the record holder or holders of such shares of Common Stock as
     of such date. In the event of an automatic conversion pursuant to
     Subsection 4(b), the outstanding shares of Series A Preferred Stock


                                       10


     and Series B Preferred Stock shall be converted automatically without
     further action by the holders of such shares and whether or not the
     certificates representing such shares are surrendered to this corporation
     or its transfer agent, provided that the corporation shall not be obligated
     to issue certificates evidencing the shares of Common Stock issuable upon
     such automatic conversion unless the certificates evidencing such shares of
     Series A Preferred Stock or Series B Preferred Stock are delivered to the
     corporation or its transfer agent. If the conversion is in connection with
     a Qualified Public Offering, the conversion may, at the option of any
     holder tendering Series A Preferred Stock or Series B Preferred Stock for
     conversion, be conditioned upon the closing with the underwriters of the
     sale of securities pursuant to such offering, in which event the person or
     persons entitled to receive the Common Stock upon conversion of Series A
     Preferred Stock or Series B Preferred Stock shall not be deemed to have
     converted such Series A Preferred Stock or Series B Preferred Stock until
     immediately prior to the closing of such sale of securities. If the
     conversion is in connection with a Qualified Sale, the conversion will be
     deemed to have effect from immediately prior to the closing of the
     Qualified Sale (but shall be conditioned on the closing of such Qualified
     Sale occurring) such that a holder of Series B Preferred Stock or Series A
     Preferred Stock shall be deemed to have transferred in the Qualified Sale
     the number of shares of the Common Stock into which such shares of Series A
     Preferred Stock or Series B Preferred Stock are then convertible. Upon
     conversion of shares of Series A Preferred Stock or Series B Preferred
     Stock pursuant to this Section 4, the corporation shall pay the holder of
     such shares all declared and/or accrued but unpaid dividends on such
     shares.

          (d) Conversion Price Adjustments of Preferred Stock for Certain
     Dilutive Issuances, Splits and Combinations. The Series A Conversion Price
     and Series B Conversion Price shall be subject to adjustment from time to
     time as follows:

               (i) Adjustment for Certain Dilutive Issuances.

               (A) Subject to Subsection 4(d)(i)(C) upon each issuance by this
corporation of any Additional Stock (as defined below) without consideration or
for a consideration per share less than the Series B Conversion Price in effect
immediately prior to the issuance of such Additional Stock (which has not been
approved by the holders of at least a Majority of the Series B Preferred Stock),
the Series B Conversion Price in effect immediately prior to such issuance shall
forthwith (except as otherwise provided in this subsection (i)) be adjusted to a
price equal to the consideration per share for which such Additional Stock is
issued.

               (B) Subject to Subsection 4(d)(i)(C) below, upon each issuance by
this corporation of any Additional Stock (as defined below) without
consideration or for a consideration per share less than the Series A Conversion
Price in effect immediately prior to the issuance of such Additional Stock
(which has not been approved by holders of either a Majority of the Series B
Preferred Stock or a majority of the outstanding Series A Preferred Stock the
Series A Conversion Price in effect immediately prior to each issuance shall
forthwith (except as otherwise provided in this subsection (i)) be adjusted to a
price determined by multiplying the Series A Conversion Price by a fraction, (x)
the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such Additional Stock


                                       11



plus the number of shares of Common Stock which the aggregate consideration
received by this corporation for the total number of shares of Additional Stock
so issued would purchase at the Series A Conversion Price in effect for such
series immediately prior to such issuance, and (y) the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such issuance of Additional Stock plus the number of shares of such Additional
Stock so issued. For the purpose of the above calculation, the number of shares
of Common Stock outstanding immediately prior to such issuance of Additional
Stock shall be calculated as if all shares of all series of Series B Preferred
Stock and Series A Preferred Stock had been fully converted into shares of
Common Stock immediately prior to such issuance, and any outstanding options,
warrants or other rights for the purchase of shares of stock or convertible
securities shall be treated in the manner set forth in subsection (i)(F) below.

               (C) No adjustment of the Series A Conversion Price and/or Series
B Conversion Price shall be made in an amount less than one percent (1%) of the
Series A Conversion Price or Series B Conversion Price, as the case may be,
provided that any adjustments that are not required to be made by reason of this
sentence shall be carried forward and shall be either taken into account in any
subsequent adjustment made prior to three (3) years from the date of the event
giving rise to the adjustment being carried forward, or shall be made at the end
of three (3) years from the date of the event giving rise to the adjustment
being carried forward, and upon such adjustment the Series A Conversion Price or
Series B Conversion Price shall be rounded up or down to the nearest cent.
Except to the limited extent provided for in subsections (i)(F)(3) and (F)(4),
no adjustment of the Series A Conversion Price or Series B Conversion Price
pursuant to this subsection (i) shall have the effect of increasing the Series A
Conversion Price or Series B Conversion Price above the conversion price in
effect immediately prior to such adjustment.

               (D) In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the aggregate amount of cash paid therefor
(taking into account all of the consideration received by this corporation in
the transaction giving rise to such issuance and after proper allocation of such
consideration to the relevant Common Stock) before deducting any discounts,
commissions or other expenses allowed, paid or incurred by this corporation for
any underwriting or otherwise in connection with the issuance and sale thereof.

               (E) In the case of the issuance of the Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair market value thereof as determined in the
same manner as set forth in Subsection (c)(ii) (taking into account all of the
consideration received by this corporation in the transaction giving rise to
such issuance and after proper allocation of such consideration to the relevant
Common Stock).

               (F) In the case of the issuance of options to purchase or rights
to subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following provisions shall
apply for all purposes of this subsection 4(d)(i) and subsection 4(d)(ii):


                                       12



               (1) The aggregate maximum number of shares of Common Stock
deliverable upon exercise (whether or not then exercisable) of such options to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options or rights were issued and for a consideration
equal to the total consideration (determined in the manner provided in
subsections 4(d)(i)(D) and 4(d)(i)(E)), if any, received by this corporation
upon the issuance of such options or rights plus the minimum exercise price
provided in such options or rights for the Common Stock covered thereby.

               (2) The aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange (whether or not then convertible
or exchangeable) for any such convertible or exchangeable securities or upon the
exercise of options to purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange thereof shall be
deemed to have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to the
consideration, if any, received by this corporation for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends, but taking into account the total consideration
received by this corporation in the transaction giving rise to the issuance of
such securities and related options or rights), plus the minimum additional
consideration, if any, to be received by this corporation upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
subsections 4(d)(i)(D) and 4(d)(i)(E)).

               (3) In the event of any change in the number of shares of Common
Stock deliverable or in the consideration payable to this corporation upon
exercise of such options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not limited to, a change
resulting from the anti-dilution provisions thereof, the Series A Conversion
Price and Series B Conversion Price, to the extent in any way affected by or
computed using such options, rights or securities, shall be recomputed to
reflect such change unless such change is due to any stock dividend, combination
or split made following the effective date of this Third Amended and Restated
Certificate of Incorporation and a proportionate adjustment to the Series A
Conversion Price and Series B Conversion Price is being made pursuant to
subsections 4(d)(iii) or 4(d)(iv) hereof, but no further adjustment shall be
made for the actual issuance of Common Stock or any payment of such
consideration upon the exercise of any such options or rights or the conversion
or exchange of such securities.

               (4) Upon the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Series A Conversion Price or Series B Conversion Price, to the extent in any way
affected by or computed using such options, rights or securities, shall, if
necessary under Subsection 4(d)(i)(A) (in the case of the Series B Conversion
Price) or Subsection 4(d)(i)(B) (in the case of the Series A Conversion Price),
be recomputed to reflect the issuance of only the number of shares of Common
Stock (and convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, upon the conversion
or exchange of such securities or upon the exercise of the options or rights
related to such securities (it being understood that the Series B Conversion
Price shall only be


                                       13



recomputed if all such options, rights or securities giving rise to the most
recent adjustment of the Series B Conversion Price expire or are terminated).

               (5) The number of shares of Common Stock deemed issued and the
consideration deemed paid therefor pursuant to subsections 4(d)(i)(F)(1) and
4(d)(i)(F)(2) shall be appropriately adjusted to reflect any change, termination
or expiration of the type described in either subsection 4(d)(i)(F)(3) or
4(d)(i)(F)(4).

               (ii) "Additional Stock" shall mean any shares of Common Stock
issued (or deemed to have been issued pursuant to subsection 4(d)(i)(B)) by this
corporation other than the following:

               (A) Common Stock issued pursuant to a transaction described in
subsection 4(d)(iii) hereof;

               (B) Up to an aggregate of seven million three hundred fifty-two
thousand (7,352,000) shares of Common Stock issuable or issued to employees,
independent contractors, consultants, officers or directors of this corporation
directly or pursuant to stock option plans or restricted stock agreements
approved by the Board (including any such shares issued prior to the date hereof
or issuable pursuant to options or other securities granted prior to the date
hereof), provided such issuances are for other than primarily equity financing
purposes, unless a greater number of shares is approved by the Board and a
Majority of the Series B Preferred Stock as provided in Subsection 6 hereof (the
"Permitted Employee Shares");

               (C) Common Stock issued upon conversion of shares of Series A
Preferred Stock or Series B Preferred Stock or any change in the Series B
Conversion Price due to an adjustment set forth in subsection 4(d)(i)(A);

               (D) shares of Common Stock issued or issuable pursuant to a bona
fide, firmly underwritten public offering of Shares of Common Stock, registered
under the Securities Act of 1933, as amended;

               (E) shares of Common Stock issued in connection with a bona fide
business acquisition of or by this corporation, whether by merger,
consolidation, sale of assets, sale or exchange of stock or otherwise which has
been approved pursuant to Section 6 hereof;

               (F) shares of Common Stock issued or issuable upon exercise of
warrants or other securities or rights pursuant to equipment lease financings or
bank credit arrangements, approved by the Board as provided in subsection 6
hereof, provided that the aggregate amount of stock issuances excluded from the
definition of Additional Stock pursuant to this provision shall not, when
combined with the any stock issuances in accordance with Section (G) immediately
below, exceed (x) two million three hundred thousand (2,300,000) shares or, if
the PCG Entities shall have purchased shares of Series B Preferred Stock in a
Subsequent Closing pursuant to the Purchase Agreement, two million eight hundred
thousand (2,800,000) shares at the time of issuance or (y) four million six
hundred thousand (4,6000,000) shares or, if the PCG Entities and the other
investor in the Subsequent Closing under the Purchase Agreement shall have
purchased


                                       14



shares of Series B Preferred Stock in a Subsequent Closing pursuant to the
Purchase Agreement, five million six hundred thousand (5,600,000) shares in the
aggregate; and

               (G) shares of Common Stock issued or issuable to vendors or other
persons or entities pursuant to commercial arrangements approved by the Board as
provided in Section 6 hereof, provided that the aggregate amount of stock
issuances excluded from the definition of Additional Stock pursuant to this
provision shall not, when combined with any issuances in accordance with Section
(F) immediately above, exceed (x) two million three hundred thousand (2,300,000)
shares or, if the PCG Entities shall have purchased shares of Series B Preferred
Stock in a Subsequent Closing pursuant to the Purchase Agreement, two million
eight hundred thousand (2,800,000) shares at the time of issuance or (y) four
million six hundred thousand (4,6000,000) shares or, if the PCG Entities and the
other investor in the Subsequent Closing under the Purchase Agreement shall have
purchased shares of Series B Preferred Stock in a Subsequent Closing pursuant to
the Purchase Agreement, five million six hundred thousand (5,600,000) shares in
the aggregate at the time of issuance;

unless, in the case of subsections 4(d)(ii)(A) through (G) the applicable
issuance of Common Stock (or Common Stock deemed to have been issued pursuant to
subsection 4(d)(i)(B)) shall trigger a change in the number of shares which may
be purchased under any of the Company's stock purchase warrants outstanding as
of the date hereof pursuant to the anti-dilution provision(s) thereof, if any,
which shall not have been waived with respect to each such warrant (in which
case the Common Stock issued (or deemed to have been issued pursuant to
subsection 4(d)(i)(B)) shall be considered Additional Stock).

               (iii) In the event this corporation should at any time or from
time to time following the effectiveness of this Third Amended and Restated
Certificate of Incorporation fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Series A
Conversion Price and Series B Conversion Price shall be appropriately decreased
so that the number of shares of Common Stock issuable on conversion of each
share of Series A Preferred Stock and Series B Preferred Stock shall be
increased in proportion to such increase of the aggregate of shares of Common
Stock outstanding and those issuable with respect to such Common Stock
Equivalents.

               (iv) If the number of shares of Common Stock outstanding at any
time following the effectiveness of this Third Amended and Restated Certificate
of Incorporation is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the Series A
Conversion Price and Series B Conversion Price shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of each
share of the Series A Preferred Stock and Series B Preferred Stock shall be


                                       15



decreased in proportion to such decrease in outstanding shares.

          (e) Other Distributions. In the event this corporation shall declare a
     distribution payable in securities of other persons, evidences of
     indebtedness issued by this corporation or other persons, assets (excluding
     cash dividends) or options or rights not referred to in subsection
     (d)(iii), then, in each such case, the holders of Series A Preferred Stock
     and Series B Preferred Stock shall be entitled to a proportionate share of
     any such distribution as though they were the holders of the number of
     shares of Common Stock of the corporation into which their shares of Series
     A Preferred Stock and Series B Preferred Stock are convertible as of the
     record date fixed for the determination of the holders of Common Stock of
     the corporation entitled to receive such distribution. Notwithstanding the
     foregoing, no distribution shall be made with respect to the Common Stock
     or Series A Preferred Stock unless the entire Series B Liquidation Amount
     has been paid to the holders of Series B Preferred Stock.

          (f) Recapitalizations. If at any time or from time to time there shall
     be a recapitalization of the Common Stock (other than a subdivision,
     combination or merger or sale of assets transaction provided for elsewhere
     in this Section 4 or Section 2), provision shall be made so that the
     holders of Series A Preferred Stock and Series B Preferred Stock shall
     thereafter be entitled to receive upon conversion of such Series A
     Preferred Stock or Series B Preferred Stock the number of shares of stock
     or other securities or property of this corporation or otherwise, to which
     a holder of Common Stock deliverable upon conversion would have been
     entitled on such recapitalization. In any such case, appropriate adjustment
     shall be made in the application of the provisions of this Section 4 with
     respect to the rights of the holders of Series A Preferred Stock and Series
     B Preferred Stock after the recapitalization to the end that the provisions
     of this Section 4 (including adjustment of the Series A Conversion Price
     and Series B Conversion Price then in effect and the number of shares
     purchasable upon conversion of Series A Preferred Stock and Series B
     Preferred Stock) shall be applicable after that event as nearly equivalent
     as is practicable.

          (g) No Impairment. This corporation will not, by amendment of its
     Certificate of Incorporation or through any reorganization,
     recapitalization, transfer of assets, consolidation, merger, dissolution,
     issue or sale of securities or any other voluntary action, avoid or seek to
     avoid the observance or performance of any of the terms to be observed or
     performed hereunder by this corporation, but will at all times in good
     faith assist in the carrying out of all the provisions of this Section 4
     and in the taking of all such action as may be necessary or appropriate in
     order to protect the conversion rights of the holders of Series A Preferred
     Stock and Series B Preferred Stock against impairment.

          (h) No Fractional Shares and Certificate as to Adjustments.

               (i) No fractional shares shall be issued upon the conversion of
any share or shares of Series A Preferred Stock or Series B Preferred Stock, and
the number of shares of Common Stock to be issued shall be rounded to the
nearest whole share.


                                       16



               (ii) Upon the occurrence of each adjustment or readjustment of
the Series A Conversion Price or Series B Conversion Price pursuant to this
Section 4, this corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of Series A Preferred Stock or Series B Preferred Stock a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. This corporation
shall, upon the written request at any time of any holder of Series A Preferred
Stock or Series B Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (A) such adjustment and readjustment,
(B) the Series A Conversion Price or Series B Conversion Price at the time in
effect, as the case may be, and (C) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the
conversion of a share of Series A Preferred Stock or Series B Preferred Stock,
as the case may be.

          (i) Notices of Record Date. In the event of any taking by this
     corporation of a record of the holders of any class of securities for the
     purpose of determining the holders thereof who are entitled to receive any
     dividend (other than a cash dividend) or other distribution, any right to
     subscribe for, purchase or otherwise acquire any shares of stock of any
     class or any other securities or property, or to receive any other right,
     this corporation shall mail to each holder of Preferred Stock, at least
     twenty (20) days prior to the date specified therein, a notice specifying
     the date on which any such record is to be taken for the purpose of such
     dividend, distribution or right, and the amount and character of such
     dividend, distribution or right.

          (j) Reservation of Stock Issuable Upon Conversion. This corporation
     shall at all times reserve and keep available out of its authorized but
     unissued shares of Common Stock, solely for the purpose of effecting the
     conversion of the shares of Series A Preferred Stock and Series B Preferred
     Stock such number of shares of Common Stock as shall from time to time be
     sufficient to effect the conversion of all outstanding shares of Series A
     Preferred Stock and Series B Preferred Stock; and if at any time the number
     of authorized but unissued shares of Common Stock shall not be sufficient
     to effect the conversion of all then outstanding shares of Series A
     Preferred Stock and Series B Preferred Stock, in addition to such other
     remedies as shall be available to the holder of such Series A Preferred
     Stock or Series B Preferred Stock, this corporation will take such
     corporate action as may, in the opinion of its counsel, be necessary to
     increase its authorized but unissued shares of Common Stock to such number
     of shares as shall be sufficient for such purposes, including, without
     limitation, engaging in best efforts to obtain the requisite stockholder
     approval of any necessary amendment to this Third Amended and Restated
     Certificate of Incorporation.

          (k) Notices. Any notice required by the provisions of this Section 4
     to be given to the holders of shares of Series A Preferred Stock or Series
     B Preferred Stock shall be deemed given if deposited in the United States
     mail, postage prepaid, and addressed to each holder of record at his
     address appearing on the books of this corporation.

     5. Voting Rights.


                                       17



          (a) General Voting Rights. A holder of shares of Common Stock shall
     have the right to one vote for each share of Common Stock. A holder of
     shares of Series A Preferred Stock and/or Series B Preferred Stock shall
     have the right to one vote for each share of Common Stock into which such
     share of Series A Preferred Stock or Series B Preferred Stock held by such
     holder could then be converted, and with respect to such vote, such holder
     shall have full voting rights and powers equal to the voting rights and
     powers of the holders of Common Stock, and shall be entitled,
     notwithstanding any provision hereof, to notice of any stockholders'
     meeting in accordance with the Bylaws of this corporation, and shall be
     entitled to vote, together with holders of Common Stock, with respect to
     any question upon which holders of Common Stock have the right to vote as a
     single class, unless otherwise prohibited by law or as otherwise provided
     in this Third Amended and Restated Certificate of Incorporation. Fractional
     votes shall not, however, be permitted and any fractional voting rights
     available on an as-converted basis (after aggregating all shares into which
     shares of Series A Preferred Stock or Series B Preferred Stock held by each
     holder could be converted) shall be rounded to the nearest whole number
     (with one-half being rounded upward).

          (b) Election of Directors. This corporation's Board shall consist of
     ten (10) members who shall be elected as follows: (i) for so long as shares
     of the Series B Preferred Stock remain outstanding, the holders of the
     Series A Preferred Stock and Series B Preferred Stock, voting as a single
     class, shall be entitled to elect six (6) members of the corporation's
     Board, and (ii) the holders of Common Stock, voting as a single class,
     shall be entitled to elect four (4) members of the corporation's Board.
     Notwithstanding the foregoing, the size of the Board shall be increased to
     the extent necessary to enable the applicable holders to designate a
     majority of the Board pursuant to subsections 3(a)(i) and/or 3(a)(ii) if
     applicable.

          (c) Definitions. For purposes of this Third Amended and Restated
     Certificate of Incorporation:

               (i) "Affiliate" of a person shall mean (x) any person that
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the person specified or any
Affiliate of such person, and (y) each person who serves as a director, officer,
partner, or trustee of such person.

               (ii) "Qualified Sale" shall mean a sale, lease, transfer or other
disposition of all or substantially all of the properties or assets of this
corporation, or a stock sale, merger or consolidation with any other corporation
or entity, or any transaction or series of related transaction (including,
without limitation, any reorganization, merger, consolidation) that results in
holders of the outstanding voting power of this corporation immediately prior to
such transaction or series of transaction owning less than a majority of the
outstanding voting securities for the election of directors of the surviving
company or entity immediately following such transactions or transaction, in
each case, in a transaction or series of related transactions which would result
in gross proceeds (in cash or Liquid Securities) to the holders of Series B
Preferred Stock (prior to the deduction of any fees and expenses incurred by
such holder in connection with such transaction and prior to any deduction for
any withholding or similar taxes


                                       18



applicable to such holder on account of such transaction) of not less than (1)
$8.52 per share of Series B Preferred Stock or, if the Series B Preferred Stock
is automatically converted to Common Stock, Common Stock (as adjusted for any
stock dividends, combinations or splits following the effective date of this
Third Amended and Restated Certificate of Incorporation) if the Qualified Sale
occurs on or before February 28, 2007, (2) $10.00 per share of Series B
Preferred Stock or, if the Series B Preferred Stock is automatically converted
to Common Stock, Common Stock (as adjusted for any stock dividends, combinations
or splits following the effective date of this Third Amended and Restated
Certificate of Incorporation) if the Qualified Sale occurs after February 28,
2007 and on or before December 31, 2007, and (3) $12.00 per share of Series B
Preferred Stock or, if the Series B Preferred Stock is automatically converted
to Common Stock, Common Stock (as adjusted for any stock dividends, combinations
or splits following the effective date of this Third Amended and Restated
Certificate of Incorporation) if the Qualified Sale occurs on or after January
1, 2008. In the event any consideration paid to the holders of Series B
Preferred Stock in such transaction consists of Liquid Securities, such
consideration shall be valued as provided in subsection 2(c)(ii)(A) hereof.

               (iii) "Liquid Securities" shall mean the voting common equity of
an issuer listed or approved for trading or quotation on any of the New York
Stock Exchange, NASDAQ Stock Market, London Stock Exchange, Frankfurt Stock
Market, Paris Bourse, Hong Kong Stock Exchange or Tokyo Stock Exchange; provided
that securities issued in a transaction (or series of related transactions)
shall not be considered Liquid Securities unless (y) the securities received by
all of the stockholders of this corporation in the applicable transaction (or
series of related transactions) do not exceed in the aggregate 20% of the
outstanding securities of the same class of the issuer after giving effect to
the proposed transaction (or series of related transactions); and (z) all of the
securities issued in connection with the transaction (or series of related
transactions) shall be freely tradeable without restrictions (whether by law,
regulation or contract) upon receipt.

          (d) Removal; Vacancies. To the maximum extent allowed by the General
     Corporation Law, any director who was elected by a specified series, class
     or classes of shares may be removed during his or her term of office,
     either for or without cause, by, and only by, the affirmative vote of the
     holders of the shares of the series, class or classes of shares which
     initially elected such director. Such vote may be given at a special
     meeting of such shareholders duly called or by an action by written consent
     for that purpose. The shareholders of the specified series or class
     entitled to vote upon the election of any director from which a vacancy
     arose may elect a director at any time to fill such vacancy not filled by
     the directors.

     6. Protective Provisions.

          (a) Prior to the closing of a Qualified Public Offering or a Qualified
     Sale, and for so long as any shares of Series B Preferred Stock remain
     outstanding, this corporation shall not, without first obtaining the
     approval (by vote or written consent, as provided by law) of the Majority
     of Series B Preferred Stock (or, in the case of clauses (iv), (xix), (xxi)
     or (xxii) below, the Supermajority Preferred Holders) voting as a separate
     class:


                                       19



               (i) Sell, transfer, lease or otherwise dispose of all or
substantially all of the properties or assets of this corporation, or enter into
any stock sale, merger or consolidation agreement with any other corporation or
entity, or effect any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation) that results in
the holders of the outstanding voting power of this corporation immediately
prior to such transaction or series of transactions owning less than a majority
of the outstanding voting securities for the election of directors of the
surviving company or entity immediately following such transaction or
transactions, in any case, other than a Qualified Sale;

               (ii) Permit any corporation or entity, a majority of the voting
stock or voting power of which is owned or controlled by this corporation (a
"Company Subsidiary") to (i) sell, transfer, lease of otherwise dispose of all
or substantially all of its properties or assets, or (ii) enter into any stock
sale, merger or consolidation with any other corporation or entity, or effect
any transaction or series of related transactions (including, without
limitation, any reorganization, merger or consolidation) that results in this
corporation owning less than a majority of the outstanding voting securities for
the election of directors of the surviving company or entity following such
transaction or (iii) otherwise issue equity securities (other than to this
corporation (except that this clause (iii) shall not apply to Satcom
International Group Plc or ORBCOMM Europe LLC or any of their respective
subsidiaries or successors);

               (iii) Effect a voluntary reorganization (in bankruptcy or
otherwise), dissolution, liquidation or winding up of this corporation or any
Company Subsidiary;

               (iv) Authorize, designate or issue any class or series of stock
or any other securities convertible into equity securities of this corporation
(including Series B Preferred Stock) having any rights, preferences or
privileges superior to, or on a parity with, the rights, preferences or
privileges of the Series B Preferred Stock (except pursuant to the Purchase
Agreement) or which will result in an adjustment to the number of shares which
may be purchased under the Company's stock purchase warrants outstanding as of
the date hereof pursuant the anti-dilution provision(s) thereof, if any, which
shall not have been waived with respect to each such warrant;

               (v) Acquire (or permit any Company Subsidiary to acquire) the
assets or stock of any other business (whether by stock or asset purchase or by
merger or consolidation with or into another entity) in a transaction having a
value in excess of $5,000,000; provided, however, that any consideration other
than for cash shall be valued at fair market value as determined in good faith
by the Board;

               (vi) Incur, guaranty or become liable on any indebtedness, or
permit any Company Subsidiary to incur, guaranty or become liable on any
indebtedness (other than indebtedness of Company Subsidiaries owed to this
corporation) or guarantee, or permit any Company Subsidiary to guarantee,
directly or indirectly, any indebtedness or obligations of another person, in
excess of, when taken together with any liens or encumbrances pursuant to
section (xviii) below, $5,000,000; provided that this limitation shall not apply
to trade accounts payable arising in the ordinary course of business;


                                       20



               (vii) Enter any business materially different from the primary
business engaged in by this corporation as conducted as of the date of issuance
of the Series B Preferred Stock, or change materially the business activities
conducted by this corporation as of the date of issuance of the Series B
Preferred Stock;

               (viii) Authorize an initial public offering of the Common Stock
other than pursuant to a Qualified Public Offering;

               (ix) Issue any options, warrants or other employee incentive
equities, or permit any Company Subsidiary to issue any options, warrants or
other employee incentive equities, to any employees, directors or consultants of
this corporation other than pursuant to a stock option plan or restricted stock
agreements approved by the Board (provided such shares are issued or issuable
under a plan or restricted stock agreements with the parameters of clause (x)
below and further provided that the aggregate amount of options, warrants,
equities or other securities issued under such plans or agreements (when
combined with any such shares, options, warrants, equities or other securities
issued prior to the date hereof under such plans or agreements) do not exceed
five million nine hundred fifty thousand (5,950,000) shares of Common Stock (on
an as exercised and as converted basis) or, if the Subsequent Closing under the
Purchase Agreement occurs, seven million three hundred fifty two thousand
(7,352,000) shares of Common Stock (on as converted and as exercised basis));

               (x) Amend or modify any stock option plan or restricted stock
agreement, including without limitation increasing the number of Permitted
Employee Shares to greater than seven million three hundred fifty two thousand
(7,352,000) shares of Common Stock (subject to appropriate adjustment for stock
splits, stock dividends, recapitalizations and similar events occurring after
the date of this Agreement), or amend or modify any transfer, vesting or
repurchase provisions of any restricted stock or option agreement;

               (xi) Increase or decrease the number of members of the Board;

               (xii) Enter into any agreement with any Affiliate of this
corporation (as such term is defined in the rules and regulations promulgated
under the Securities Act of 1933, as amended), any stockholder, officer or
director of the corporation, or any Affiliate of such persons, including without
limitation any agreement or other arrangement providing for the furnishing of
services by, rental of real or personal property from, or otherwise requiring
payments to, any such person or entity;

               (xiii) Declare or pay any dividend or distribution on the Common
Stock, Series A Preferred Stock or Series B Preferred Stock, or permit a Company
Subsidiary to declare or pay any dividend on its capital stock;

               (xiv) Appoint, remove or replace the Chief Executive Officer or
Chief Financial Officer of this corporation;

               (xv) Approve or enter into any vendor contract in an amount that
requires expenditures by this corporation or any Company Subsidiary in excess of
$5,000,000;


                                       21



               (xvi) Procurement of launch insurance by this corporation or any
Company Subsidiary;

               (xvii) settlement of any litigation in excess of one million
dollars ($1,000,000) by this corporation or any Company Subsidiary;

               (xviii) Grant or permit any lien or encumbrances on the Company's
or any Company Subsidiary's assets, other than (A) equipment leases having an
aggregate principal amount, when taken together with any indebtedness incurred
pursuant to section (vi) (above), of not more than five million dollars
($5,000,000); (B) liens for taxes not yet due or that are being contested in
good faith by appropriate proceedings; (C) liens existing by operation of law in
the ordinary course of business; (D) liens on purchased property incurred in the
ordinary course of business; and (E) liens having an aggregate principal amount
individually or in the aggregate not in excess of five hundred thousand dollars
($500,000) or in favor of the Company;

               (xix) Alter, amend or waive any provision of the organizational
documents, including without limitation, the Certificate of Incorporation,
Bylaws, or Operating Agreement, of this corporation or any Company Subsidiary in
a manner that adversely affects the holders of Series B Preferred Stock;

               (xx) Redeem, purchase or otherwise acquire (or pay into or set
aside funds for such purpose) any share or shares of Common Stock or Series A
Preferred Stock; provided, however, that this restriction shall not apply to the
repurchase of shares of Common Stock at cost from employees, officers, directors
and other persons pursuant to agreements under which this corporation has the
option to repurchase such shares upon termination of employment or service;

               (xxi) Alter or change the rights, preferences or privileges of
the shares of Series A Preferred Stock or Series B Preferred Stock so as to
affect adversely the shares of Series B Preferred Stock; or

               (xxii) Effect a reclassification or recapitalization of the
outstanding capital stock of this corporation in which any capital stock has any
preference or priority as to dividends or assets senior to or on parity with the
preferences of the Series B Preferred Stock.

          (b) In addition to the voting requirements set forth in Subsection
     6(a) above, the affirmative vote of the Board, including approval of not
     less than two of the Common Stock Directors shall be required to approve:

               (i) Any of the actions described in subsection 6(a)(i) or (ii)
(only in the event of a transaction or transactions which would result in gross
cash proceeds to the holders of Series B Preferred Stock (prior to the deduction
of the fees and expenses incurred by such holder in connection with such
transaction and prior to any deduction for any withholding or similar taxes
applicable to such holder on account of such transaction) of not less than $4.03
per share of Series B Preferred Stock or, if the Series B Preferred Stock is
converted into Common Stock, Common Stock, as the case may be, excluding any
Qualified Sale or transaction pursuant to Subsection 3(a) hereof);


                                       22



               (ii) Any of the actions described in subsections 6(a) (iii),
(viii) or (xi); or

               (iii) Any alteration, change or amendment of the rights,
preferences or privileges of the shares of Series B Preferred Stock or Series A
Preferred Stock (whether set forth herein or in the by-laws of the corporation)
so as to affect adversely the Common Stock;

provided, however, that, in the case of Subsection (b)(i) above, such action
shall only require the approval of one of the Common Stock Directors (other than
the Common Stock Director nominated by OHB Technologies AG or its affiliates)
(in addition to the approval of the Board) where the principal business of the
acquiror is the construction and /or launch of satellites, and provided further,
however, that if three of the Common Stock Directors abstain from voting on any
action described in subsections (i) through (iii) above, such action shall only
require the approval (in addition to the approval of the Board) of the Common
Stock Director voting on such actions; and provided further, however, that if
all of the Common Stock Directors abstain from voting on any action described in
subsections (i) through (iii) above, such action shall only require the approval
of the Board and shall not require the approval of any Common Stock Director.

     7. Status of Converted Stock. In the event any shares of Series A Preferred
Stock or Series B Preferred Stock shall be converted pursuant to Section 4
hereof, the shares so converted shall be canceled and shall not be issuable by
this corporation. The Third Amended and Restated Certificate of Incorporation of
this corporation shall be appropriately amended to effect the corresponding
reduction in this corporation's authorized capital stock.

     C. Common Stock.

     1. Dividend Rights. Subject to the prior rights of holders of Series A
Preferred Stock, Series B Preferred Stock and all other classes of stock at the
time outstanding having prior rights as to dividends, the holders of the Common
Stock shall be entitled to receive, when and as declared by the Board, out of
any assets of this corporation legally available therefor, such dividends as may
be declared from time to time by the Board.

     2. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the corporation, the assets of the corporation shall be distributed as provided
in Section 2.

     3. Redemption. The Common Stock is not redeemable.

     4. Voting Rights. The holder of each share of Common Stock shall have the
right to one vote, and shall be entitled to notice of any stockholders' meeting
in accordance with the Bylaws of this corporation, and shall be entitled to vote
upon such matters and in such manner as may be provided by law.

     5. Preferences of Common Stock. All preferences, voting powers, relative,
participating, optional or other special rights and privileges, and
qualifications, limitations, or restrictions of the Common Stock are expressly
made subject to those that may be fixed with respect to any shares of Preferred
Stock.


                                       23



     6. Authorization of Common Stock. The number of authorized shares of Common
Stock may be increased or decreased (but not below the sum of the number of
shares thereof then outstanding and the number of shares reserved for issuance
upon conversion or exercise (as the case may be) of convertible securities or
securities exercisable to purchase Common Stock) by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote,
irrespective of the provisions of Section 242(b)(2) of the General Corporation
Law of Delaware.

                                    ARTICLE V

     Except as otherwise provided in this Third Amended and Restated Certificate
of Incorporation, in furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind any or all of the Bylaws of this corporation.

                                   ARTICLE VI

     Elections of directors need not be by written ballot unless the Bylaws of
this corporation shall so provide.

                                   ARTICLE VII

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of this corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of this corporation.

                                  ARTICLE VIII

     This corporation eliminates the personal liability of each member of its
Board of Directors to this corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided, however, that, to the
extent provided by applicable law, the foregoing shall not eliminate the
liability of a director (i) for any breach of such director's duty of loyalty to
this corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the General Corporation Law or (iv) for
any transaction from which such director derived an improper personal benefit.
This corporation shall, to the maximum extent permitted from time to time under
the General Corporation Law, indemnify and upon request shall advance expenses
to any person who is or was a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, proceeding, or claims, whether
civil, criminal, administrative, or investigative, by reason of the fact that
such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a director, officer, partner, trustee, employee, or agent of
any corporation, partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorneys' fees and expenses), judgments, fines, penalties, and
amounts paid in settlement incurred in connection with the investigation,


                                       24



preparation to defend, or defense of such action, suit, proceeding, or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim, or counterclaim initiated by or on behalf of such person.
Such indemnification shall not be exclusive of other indemnification rights
arising under any bylaw, agreement, vote of directors or stockholders, or
otherwise and shall inure to the benefit of the heirs and legal representatives
of such person. Any repeal or modification of the foregoing provisions of this
paragraph shall not adversely affect any right or protection of a director or
officer of this corporation with respect to any acts or omissions of such
director or officer occurring prior to such repeal or modification.

     FOURTH: The foregoing amendment and restatement was approved by the holders
of the requisite number of shares of said corporation in accordance with Section
228 of the General Corporation Law.

     FIFTH: That said amendment and restatement was duly adopted in accordance
with the provisions of Section 242 and 245 of the General Corporation Law.


                           [Signature Pages To Follow]


     IN WITNESS WHEREOF, this Third Amended and Restated Certificate of
Incorporation has been executed by the President of this corporation on this
30th day of December, 2005.


                                             /s/ Jerome B. Eisenberg
                                             ------------------------------
                                             Jerome B. Eisenberg, President


                                       25

EX-3.2

                                                                     EXHIBIT 3.2

                                  ORBCOMM INC.

                                   (Delaware)

                          AMENDED AND RESTATED BY-LAWS

                                   ARTICLE ONE

                                  STOCKHOLDERS

          SECTION 1.1. Annual Meeting. An annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be presented at the meeting shall be held on such date and at such time
as may from time to time be designated by resolution duly adopted by the Board
of Directors, at such place (within or without the State of Delaware) as the
Board of Directors, the Chairman of the Board, the Executive Committee, if any,
or the Chief Executive Officer may fix.

          SECTION 1.2. Special Meetings. A special meeting of stockholders may
be called for any proper purpose, notice of which was given in the notice of
meeting, at any time by the Board of Directors, the Chairman of the Board, the
Executive Committee, if any, or the Chief Executive Officer and shall be called
by any of them or by the Secretary upon receipt of a written request to do so
specifying the matter or matters, appropriate for action at such a meeting, that
are proposed to be presented at the meeting, signed by holders of record of at
least twenty five percent (25%) of the shares of stock that would be entitled to
be voted on such matter or matters if the meeting were held on the day such
request is received and the record date for such meeting were the close of
business on the preceding day. Any such meeting shall be held on such date, at
such time and at such place, within or without the State of Delaware, as shall
be determined by the body or person calling such meeting and as shall be stated
in the notice of such meeting.

          SECTION 1.3. Notice of Meeting. For each meeting of stockholders
written notice shall be given stating the place, date and hour and, in the case
of a special meeting, the purpose or purposes for which the meeting is called
and, if other than the place where the meeting is to be held, the place within
the city in which the meeting is to be held (where the list of stockholders
required by Section 1.10 is to be open for examination) at least 10 days prior
to the meeting. Except as otherwise provided by Delaware law, the written notice
of any meeting shall be given not less than 5 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

          SECTION 1.4. Quorum. Except as otherwise required by law or in the
Certificate of Incorporation, the holders of record of a majority of the shares
of stock



entitled to be voted present in person or represented by proxy at a meeting
shall constitute a quorum for the transaction of business at the meeting, but,
in the absence of a quorum, the holders of record present in person or
represented by proxy at such meeting may vote to adjourn the meeting from time
to time until a quorum is obtained.

          SECTION 1.5. Presiding Officer and Secretary at Meetings. Each meeting
of stockholders shall be presided over by the Chairman of the Board or, in his
absence, by the President or, if neither is present, by the person designated in
writing by the Chairman of the Board or, if no such person is present, then by a
person designated by the Board of Directors; if no such person is present, then
the stockholders at the meeting present in person or represented by proxy shall
by plurality vote elect a person to act as chairman of the meeting. The
Secretary, or in his absence an Assistant Secretary, shall act as secretary of
the meeting, or, if no such officer is present, a secretary of the meeting shall
be designated by the chairman of the meeting.

          SECTION 1.6. Voting. Except as otherwise provided by law or in the
Certificate of Incorporation, and subject to the provisions of Section 1.11:

               (a) each stockholder of record shall be entitled at every meeting
     of stockholders to one vote for each share standing in his name on the
     books of the Corporation;

               (b) each matter, other than election of directors, properly
     presented to any meeting, shall be decided by a majority of the votes cast
     on the matter; and

               (c) election of directors and the vote on any other matter
     presented to a meeting shall be by written ballot only if so ordered by the
     chairman of the meeting or if so requested by any stockholder at the
     meeting present in person or represented by proxy entitled to vote in such
     election or on such matter, as the case may be.

          SECTION 1.7. Proxies. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

          SECTION 1.8. Adjourned Meetings. A meeting of stockholders may be
adjourned to another time or place as provided in Sections 1.4. Unless the Board
of Directors fixes a new record date, stockholders of record for an adjourned
meeting shall be as originally determined for the meeting from which the
adjournment was taken. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At the adjourned meeting, provided a quorum is present,
any business may be transacted that might have been transacted at the meeting as
originally called.


                                       2



          SECTION 1.9. Consent of Stockholders in Lieu of Meeting. Any action
that may be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if one or more
consents in writing, setting forth the action so taken and signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, are delivered to the
Corporation, to its principal place of business or to an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Every consent shall bear the date of signature of
each stockholder signing the consent and no written consent shall be effective
to take the corporate action referred to therein unless written consents signed
by a sufficient number of stockholders to take the action are delivered to the
Corporation, in the manner required by law, within 60 days of the earliest dated
consent so delivered.

          SECTION 1.10. List of Stockholders Entitled to Vote. A complete list
of the stockholders entitled to vote at every meeting of stockholders, arranged
in alphabetical order and showing the address of each stockholder and the number
of shares registered in the name of each stockholder, shall be prepared and
shall be open to the examination of any stockholder as required by law. Such
list shall be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.

          SECTION 1.11. Fixing of Record Date. The Board of Directors, by
resolution, may fix a date for determining the stockholders of record, which
record date shall not be earlier than the date of such resolution. The record
date shall be determined as follows:

               (a) The record date for stockholders entitled to notice of or to
     vote at any meeting of stockholders or any adjournment thereof shall not be
     more than 60 nor less than 10 days before the date of the meeting. If no
     such record date is fixed by the Board of Directors, the record date shall
     be the close of business on the day immediately preceding the day on which
     notice is given, or, if notice is waived, at the close of business on the
     day immediately preceding the day on which the meeting is held. The record
     date shall apply to any adjournment of the meeting unless the Board of
     Directors fixes a new record date for the adjourned meeting.

               (b) The record date for determining the stockholders entitled to
     consent to corporate action in writing without a meeting shall not be more
     than 10 days after the date upon which the resolution fixing the record
     date is adopted by the Board of Directors. If no such record date is fixed
     by the Board of Directors, the record date shall be determined as follows:

                    (i) if no prior action by the Board of Directors is required
          under the Delaware General Corporation Law, the record date shall be
          the first date on which a signed written consent setting forth the
          action taken or


                                       3



          proposed to be taken is delivered to the Corporation pursuant to the
          requirements of Section 1.9; and

                    (ii) if prior action by the Board of Directors is required
          under the Delaware General Corporation Law, the record date shall be
          the close of business on the day on which the Board of Directors
          adopts a resolution taking such prior action.

               (c) The record date for determining the stockholders entitled to
     receive payment of any dividend or other distribution or allotment of any
     rights or the stockholders entitled to exercise any rights in respect of
     any change, conversion or exchange of stock, or for the purpose of any
     other lawful action, shall be not more than 60 days prior to such action.
     If no such record date is fixed by the Board of Directors, the record date
     for determining stockholders for any such purpose shall be the close of
     business on the day on which the Board of Directors adopts the resolution
     relating to such purpose.

                                   ARTICLE TWO
                                    DIRECTORS

          SECTION 2.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

          SECTION 2.2. Number; Term of Office. Subject to the provisions of the
Certificate of Incorporation, the number of directors that shall constitute the
whole Board of Directors shall be ten (10) members. Subject to the provisions of
the Certificate of Incorporation, directors shall be elected at the annual
meeting of stockholders to hold office, subject to Sections 2.3 and 2.4, until
the next annual meeting of stockholders and until their respective successors
are elected and qualified.

          SECTION 2.3. Resignation. Any director of the Corporation may resign
at any time by giving written notice of such resignation to the Board of
Directors, the Chief Executive Officer or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if no time
is specified, upon receipt thereof by the Board of Directors or one of the
above-named officers. Unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective. When one or more
directors shall resign from the Board of Directors effective at a future date
his or hers successor shall be elected by the Stockholders of the Corporation in
accordance with the Certificate of Incorporation.

          SECTION 2.4. Removal. Subject to the provisions of the Certificate of
Incorporation, any one or more directors may be removed, with or without cause,
by the Stockholders of the Corporation entitled to vote on the election of such
director in accordance with the Certificate of Incorporation.


                                       4



          SECTION 2.5. Vacancies; Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a vote of Stockholders of the Corporation in
accordance with the Certificate of Incorporation, and the directors so chosen
shall hold office, subject to Sections 2.3 and 2.4, until the next annual
meeting of stockholders and until their respective successors are elected and
qualified.

          SECTION 2.6. Regular and Annual Meetings; Notice. Regular meetings of
the Board of Directors shall be held at such time and at such place (within or
without the State of Delaware) as the Board of Directors may from time to time
prescribe. At the first meeting of the Board of Directors in each calendar year,
or at such other time as the Board of Directors may determine, the Board of
Directors shall establish a calendar of at least four (4) regular meetings of
the Board of Directors at approximately regular intervals in each twelve (12)
monthly period, and unless the Board of Directors otherwise determines, shall
meet at least four (4) times in each twelve (12) monthly period. Meetings held
in the U.S. shall be scheduled to start not later than 9:00 a.m. U.S. eastern
standard time to facilitate participation by directors located in Europe, and,
to the extent practicable, meetings shall be held on Mondays and Fridays to
facilitate in-person attendance by directors. Notice of any regular meeting of
the Board of Directors, need not specify the purposes thereof. A meeting of the
Board of Directors may be held without notice immediately after an annual
meeting of stockholders at the same place as that at which such meeting was
held.

          SECTION 2.7. Special Meetings; Notice. A special meeting of the Board
of Directors may be called at any time by the Board of Directors, the Chairman
of the Board, the Executive Committee, if any, the Chief Executive Officer or
any person acting in the place of the Chief Executive Officer and shall be
called by any one of them or by the Secretary upon receipt of a written request
to do so specifying the matter or matters, appropriate for action at such a
meeting, proposed to be presented at the meeting and signed by at least two
directors. Any such meeting shall be held at such time and at such place (within
or without the State of Delaware) as shall be determined by the body or person
calling such meeting. Notice of such meeting stating the time and place thereof
shall be given (a) by deposit of the notice in the United States mail, first
class, postage prepaid, at least seven days before the day fixed for the
meeting, or by recognized express courier at least two days before the date
fixed for the meeting, addressed to each director at his address as it appears
on the Corporation's records or at such other address as the director may have
furnished the Corporation for that purpose, or (b) by delivery of the notice
similarly addressed for dispatch by telex, telecopy, electronic mail, telegraph,
cable or radio or by delivery of the notice by telephone or in person, in each
case at least 24 hours before the time fixed for the meeting.

          SECTION 2.8. Presiding Officer and Secretary at Meetings. Each meeting
of the Board of Directors shall be presided over by the Chairman of the Board,
who shall be the Chief Executive Officer, unless another person has been
appointed to that position by a majority of the Board of Directors, or in his
absence by such member of the Board of Directors as shall be chosen by a
majority of the directors present. The Secretary, or in his absence an Assistant
Secretary, shall act as secretary of the meeting, or if no such officer is


                                       5



present, a secretary of the meeting shall be designated by the person presiding
over the meeting.

          SECTION 2.9. Quorum; Voting. A majority of the whole Board of
Directors shall constitute a quorum for the transaction of business, but in the
absence of a quorum a majority of those present (or if only one be present, then
that one) may adjourn the meeting, without notice other than announcement at the
meeting, until such time as a quorum is present. Except as otherwise required by
law or the Certificate of Incorporation, the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

          SECTION 2.10. Meeting by Telephone. Members of the Board of Directors
or of any committee thereof may participate in meetings of the Board of
Directors or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 2.11. Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors thereof may be taken
without a meeting upon unanimous written approval of the Board of Directors or
such lower proportion as may be permitted by the Delaware General Corporation
Law, as then in effect. A copy of any such unanimous written consent of the
Board of Directors shall be filed on the minutes book of the Corporation.

          SECTION 2.12. Executive and Other Committees. (a) The Board of
Directors may, by resolution passed by a majority of the whole Board of
Directors, designate a Compensation Committee, an Audit Committee and such other
committees, as the Board of Directors may from time to time determine. Any such
committee may have and exercise such powers and authority in the management of
the business and affairs of the Corporation as the Board of Directors provides
in such resolution or resolutions; provided that, (i) the Compensation Committee
shall make recommendations as to compensation decisions of all officers,
directors and employees of the Corporation and any affiliate of which
Corporation owns a controlling interest, including the grant of stock options;
and provided further, that the authority of Committees of the Board of Directors
shall be limited to making recommendations to the Board of Directors and shall
not have authority to act on behalf of the Board of Directors or the
Corporation. The grant of any stock options by the Corporation shall be made
only upon the recommendation of the Compensation Committee, if any, and approval
by the Board of Directors.

          (b) The Compensation Committee shall consist of three (3) directors,
two (2) of whom shall be appointed by a majority of the directors appointed by
the holders of the Corporation's Series A Preferred Stock and Series B Preferred
Stock voting as a single class (which shall be one of the directors appointed by
PCG Satellite Investments, LLC ("PCG") and one of the directors appointed by
Ridgewood Satellite LLC ("Ridgewood") unless PCG and/or Ridgewood shall agree
otherwise) and one (1) of whom shall be appointed by a majority of the directors
appointed by the holders of the Corporation's Common Stock;


                                       6



provided that a member of management of the Corporation shall not be elected to
the Compensation Committee.

          (c) The Audit Committee shall consist of three (3) directors, two (2)
of whom shall be appointed by a majority of the directors appointed by the
holders of the Corporation's Series A Preferred Stock and Series B Preferred
Stock voting as a single class and one (1) of whom shall be appointed by a
majority of the directors appointed by the holders of the Corporation's Common
Stock; provided that a member of management of the Corporation shall not be
elected to the Audit Committee.

          SECTION 2.13. Compensation. A director shall receive such
compensation, if any, for his services as a director as may from time to time be
fixed by the Board of Directors, which compensation may be based, in whole or in
part, upon his attendance at meetings of the Board of Directors or of its
committees. He may also be reimbursed for his expenses in attending any meeting.

          SECTION 2.14. Technology Control. (a) The Corporation and the Board of
Directors hereby acknowledge that the United States government controls, for
reasons of U.S. national security, the export of satellites, satellite
technology and related technical data (referred to herein as "Regulated
Asset(s)") (as such terms are defined, inter alia, in the International Traffic
in Arms Regulations) (the "ITAR", 22 C.F.R. Sections 120-130). Accordingly, the
Board of Directors and shareholders of the Corporation that are not U.S. persons
(as defined at 22 C.F.R. Section 120) shall not seek and shall not be afforded
access to the Company's Regulated Assets, except as authorized by the
appropriate U.S. government agency. The Board of Directors shall act to ensure
that the Company does not otherwise violate the ITAR or any other applicable
U.S. law or regulation. The Corporation shall promptly seek all requisite U.S.
government authorizations ("Consents") that are necessary or advisable to ensure
that Directors, Officers, employees, or such other parties as reasonably
determined by the Company, have access to the information and Regulated Assets
needed to carry out their responsibilities and the business of the Company.

          (b) In the event that at least two (2) of the directors of the
Corporation reasonably determine that any action to be taken or proposed to be
taken by the Corporation or the Board of Directors with respect to any Regulated
Asset may require prior authorization from any governmental entity as a result
of the ownership and/or control of the Corporation by a Foreign Person (as
defined at 22 C.F.R. Section 120), or participation on the board of directors of
any Foreign Persons or any U.S. Persons appointed by a Foreign Person(s), and
Corporation counsel cannot provide the Corporation with a written opinion
stating that prior Consents from any governmental authority are not necessary or
advisable, the Corporation shall, prior to the taking of any such action, obtain
all requisite prior Consents. Notwithstanding the foregoing, if by the unanimous
vote of all then serving directors, including Foreign Persons and U.S. Persons
appointed by Foreign Persons, the Corporation determines that it is necessary,
advisable, or reasonably prudent for a decision on any such action with respect
to a Regulated Asset to be taken before Consents can be obtained, then the Board
of Directors shall proceed on the matter (a "Regulated Matter"). Under such
circumstances, with respect to said Regulated Matter, any Director that is a


                                       7



Foreign Person shall be recused from: (i) attending any portion of a Board of
Directors meeting where said Regulated Matter is considered; or (ii) voting on
any action of the Board of Directors relating to said Regulated Matter.
Notwithstanding any other the provision of this Agreement, any director voting
on any action of the Board of Directors relating to a Regulated Matter shall be
guided by the best interests of the Corporation, and such director's vote shall
not be directed or controlled in any way by any Foreign Person, even if such
director was elected by a Foreign Person(s). Additionally, with respect to any
Regulated Matter, any applicable unanimous consent or super-majority voting
provisions established by the Company shall only apply to the voting of
directors not recused pursuant to this Section 2.14(b). Any recusal resulting
from the provisions of this Section 2.14(b) shall cease to apply with respect to
any Regulated Matter upon the receipt by the Corporation of an opinion of
counsel (or other written advice) satisfactory to all of the directors that: (i)
all requisite prior Consents have been obtained to permit the Corporation to
take any subject action relating to said Regulated Matter and the Regulated
Asset(s) relating thereto; or (ii) the provisions of this Section 2.14(b) are
not necessary under applicable U.S. law.

                                  ARTICLE THREE
                                    OFFICERS

          SECTION 3.1. Election; Qualification. The officers of the Corporation
shall have such titles and duties as are set forth in a resolution adopted by
the Board of Directors. The Board of Directors may elect such officers as it may
from time to time determine. Two or more offices may be held by the same person
and any office may be held by more than one person.

          SECTION 3.2. Term of Office. Each officer shall hold office from the
time of his election and qualification until the expiration of the term for
which he is elected and until the time his successor is elected and qualified,
unless sooner he shall die or resign or shall be removed pursuant to Section
3.4.

          SECTION 3.3. Resignation. Any officer of the Corporation may resign at
any time by giving written notice of such resignation to the Board of Directors,
the Chief Executive Officer or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if no time be
specified, upon receipt thereof by the Board of Directors or one of the
above-named officers. Unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 3.4. Removal. Any officer of the Corporation may be removed at
any time, with or without cause, by the vote of a majority of the whole Board of
Directors.

          SECTION 3.5. Vacancies. Any vacancy, however caused, in any office of
the Corporation may be filled by the Board of Directors.


                                       8



          SECTION 3.6. Compensation. The compensation of each officer shall be
such as the Board of Directors may from time to time determine in accordance
with these By-laws.

          SECTION 3.7. Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Corporation and shall have general
charge of the business and affairs of the Corporation, subject, however, to the
right of the Board of Directors to confer specified powers on officers and
subject generally to the direction of the Board of Directors and the Executive
Committee, if any.

          SECTION 3.8. President. The President, if any, shall have charge of
the general business and affairs of the Corporation under the supervision of the
Chief Executive Officer, subject to the right of the Board of Directors to
confer specified powers on officers and subject generally to the direction of
the Board of Directors and the Executive Committee, if any. During the absence
of the Chief Executive Officer or his inability to act, the President shall
exercise the powers and perform the duties of the Chief Executive Officer,
subject to the direction of the Board of Directors and the Executive Committee,
if any.

          SECTION 3.9. Vice President. Each Vice President shall have such
powers and duties as generally pertain to the office of Vice President and as
the Board of Directors or the Chief Executive Officer may from time to time
prescribe. During the absence of the President or his inability to act, the Vice
President, or if there shall be more than one Vice President then that one
designated by the Board of Directors, shall exercise the powers and shall
perform the duties of the President, subject to the direction of the Board of
Directors and the Executive Committee, if any.

          SECTION 3.10. Secretary. The Secretary shall keep the minutes of all
meetings of stockholders and of the Board of Directors. He shall be custodian of
the corporate seal and shall affix it or cause it to be affixed to such
instruments as require such seal and attest the same and shall exercise the
powers and shall perform the duties incident to the office of Secretary, subject
to the direction of the Board of Directors and the Executive Committee, if any.

          SECTION 3.11. Treasurer. The Treasurer shall have care of all funds
and securities of the Corporation and shall exercise the powers and shall
perform the duties incident to the office of Treasurer, subject to the direction
of the Board of Directors and the Executive Committee, if any.

          SECTION 3.12. Other Officers. The Board of Directors may designate any
other officers of the Corporation, including one or more Assistant Secretaries
and one or more Assistant Treasurers, who shall exercise the powers and shall
perform the duties incident to their offices, subject to the direction of the
Board of Directors and the Executive Committee, if any.

                                  ARTICLE FOUR


                                       9



                                 INDEMNIFICATION

          SECTION 4.1. Indemnification. (a) The Corporation shall indemnify,
subject to the requirements of subsection (d) of this Section, any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another (foreign or domestic)
corporation, limited liability company, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

          (b) The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Section, or in defense of any claim, issue or matter therein, the Corporation
shall indemnify him against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.


                                       10



          (d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

          (e) Expenses incurred by a director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Section.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not limit the
Corporation from providing any other indemnification or advancement of expenses
permitted by law nor shall they be deemed exclusive of any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

          (g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another (foreign or domestic)
corporation, limited liability company, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Section.

          (h) For the purposes of this Section, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.


                                       11



          (i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Section.

          (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified by the Board of Directors, continue as to a person who
has ceased to be a director, officer, employee or agent of the Corporation and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

                                  ARTICLE FIVE
                                  CAPITAL STOCK

          SECTION 5.1. Stock Certificates. The interest of each holder of stock
of the Corporation shall be evidenced by a certificate or certificates in such
form as the Board of Directors may from time to time prescribe, provided the
Board of Directors may by resolution provide that some or all of any or all
classes or series of its stock shall be uncertificated shares. Notwithstanding
the adoption of such a resolution by the Board of Directors, every holder of
uncertificated shares, upon request, shall be entitled to receive from the
Corporation a certificate representing the number of shares registered in such
stockholder's name on the books of the Corporation. Each stock certificate and
certificate representing previously uncertificated shares shall be signed by or
in the name of the Corporation by the Chief Executive Officer or the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. Any or all of the signatures appearing on
any such certificate or certificates may be a facsimile. If any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon any such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

          SECTION 5.2. Transfer of Stock. Shares of stock of the Corporation
shall be transferable on the books of the Corporation by the holder of record
thereof or by his attorney, pursuant to applicable law and such rules and
regulations as the Board of Directors shall from time to time prescribe. Any
shares represented by a certificate shall be transferable only upon surrender of
the certificate with an assignment endorsed thereon or attached thereto duly
executed and with such proof of authenticity of signatures as the Corporation
may reasonably require.


                                       12



          SECTION 5.3. Holders of Record. Prior to due presentment for
registration of transfer, the Corporation may treat the holder of record of a
share of its stock as the complete owner thereof exclusively entitled to vote,
to receive notifications and otherwise entitled to all the rights and powers of
a complete owner thereof, notwithstanding notice to the contrary.

          SECTION 5.4. Lost, Destroyed, Mutilated or Stolen Certificates. The
Corporation shall issue a new certificate of stock or uncertificated shares to
replace a certificate theretofore issued by it alleged to have been lost,
destroyed, mutilated or stolen, if the owner or his legal representative (i)
submits a written request for the replacement of the certificate, together with
the mutilated certificate or such evidence as the Board of Directors may deem
satisfactory of the loss, destruction or theft of the certificate, and such
request is received by the Corporation before the Corporation has notice that
the certificate has been acquired by a bona fide purchaser, (ii) files with the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, destruction,
mutilation or theft of any such certificate or the issuance of any such new
certificate and (iii) satisfies such other terms and conditions as the Board of
Directors may from time to time prescribe.

                                   ARTICLE SIX
                                  MISCELLANEOUS

          SECTION 6.1. Fiscal Year. The fiscal year of the Corporation shall
start on such date as the Board of Directors shall from time to time prescribe.

          SECTION 6.2. Corporate Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time prescribe, and the same may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

                                  ARTICLE SEVEN
                              AMENDMENT OF BY-LAWS

          SECTION 7.1. Amendment. The By-Laws may be adopted, amended or
repealed by the stockholders of the Corporation in accordance with the
Certificate of Incorporation or by the Board of Directors by a majority vote of
the whole Board of Directors.


                                       13

EX-4.2

                                                                     EXHIBIT 4.2

                                  ORBCOMM INC.
                             STOCKHOLDERS AGREEMENT

          THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered
into as of February 17, 2004, by and among ORBCOMM Inc., a Delaware corporation
(the "Company"), each of the persons and entities listed on Exhibit A hereto
(each, a "Preferred Stockholder" and, collectively, the "Preferred
Stockholders") and the persons and entities listed on Exhibit B hereto (each a
"Common Stockholder" and, collectively, the "Common Stockholders").

          WHEREAS, the Common Stockholders are the beneficial owners of an
aggregate of 8,486,901 shares of the Common Stock of the Company ("Common
Stock");

          WHEREAS, the Preferred Stockholders are holders of all of the
Company's outstanding shares of Series A Preferred Stock (the "Preferred
Stock");

          WHEREAS, the parties desire to enter into this Agreement in order to
protect the management and control of the Company.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:

          1. Definitions.

          1.1 "Affiliates" shall mean, with respect to any Person, any Person
which, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such Person or any Affiliate of
such Person, including, without limitation, any partner, officer, director,
member or employee of such Person and any venture capital fund now or hereafter
existing which is controlled by or under common control with one or more general
partners or shares the same management company with such Person.

          1.2 "Common Stock Equivalents" shall mean the Common Stock and shares
of Common Stock issued or issuable upon conversion of the Preferred Stock or
exercise of any option, warrant or other security or right of any kind
convertible into or exchangeable for Common Stock; provided that, for purposes
of calculating a Stockholder's pro rata participation rights pursuant to this
Agreement, the Common Stock Equivalents held by a Stockholder shall include the
number of Common Stock Equivalents of the Company held by Orbcomm Asset Holdings
allocable to such Stockholder, if any, based on the number of shares of fully
paid capital stock of Orbcomm Asset Holdings held by such Stockholder.

          1.3 "Common Stockholders" shall have the meaning given in the first
paragraph hereof, but shall also include their Permitted Transferees and Persons
required to become additional parties to this Agreement pursuant to Section 8,
and Trust Beneficiaries upon distribution of the Common Stock held by the Trust.

          1.4 "Holdings" shall mean ORBCOMM Holdings LLC, a Delaware limited
liability company.



          1.5 "Members of Holdings" shall mean the holders of membership
interests in Holdings.

          1.6 "Notice of Transfer" shall mean a written notice which shall (i)
specifically identify the Third Party to whom a Stockholder proposes to Transfer
Shares pursuant to a bona fide Third Party Offer, (ii) include a copy of such
Third Party Offer and (iii) be irrevocable for at least the applicable notice
periods set forth in Articles 3 and 4.

          1.7 "Offered Shares" shall mean the Shares proposed to be Transferred
to a Third Party by a Stockholder pursuant to a Notice of Transfer.

          1.8 "Orbcomm Asset Holdings" means Orbcomm Asset Holdings Ltd., a
Cayman Islands limited company.

          1.9 "Permitted Transferees" shall mean, in the case of a Stockholder
that is a natural person, the spouse (including widow) or issue of the
Stockholder, a trust that benefits the Stockholder and/or his spouse (including
widow), issue or a charity or any Person controlled by such a trust or an entity
controlled directly or indirectly by the Stockholder (including individual
retirement accounts).

          1.10 "Person" shall mean a natural person, corporation, limited
partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank, trust company, and trust, business trust or
other organization, whether or not a legal entity, or a government or agency or
any political subdivision thereof.

          1.11 "Shares" shall mean shares of voting capital stock of the
Company.

          1.12 "Stockholder" shall mean the Common Stockholders and Preferred
Stockholders.

          1.13 "Third Party" shall mean a reputable offeror, who shall not be an
Affiliate of the Stockholder proposing to Transfer Shares, who has adequate
financial resources to purchase the relevant Offered Shares.

          1.14 "Third Party Offer" shall mean a bona fide written offer by a
Third Party to purchase all or a portion of a Stockholder's Shares, which notice
shall specify the terms and conditions of the proposed Transfer, including (i)
the name and address of the Third Party, (ii) the manner in which a disposition
is proposed to be made, (iii) the price or consideration (which shall be cash or
indebtedness) at which and the form in which the proposed Transfer is to be
made, and (iv) all material terms and conditions of and to the Transfer.

          1.15 "Transfer" shall mean any sale, assignment, encumbrance,
hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not
limited to, transfers to receivers, levying creditors, trustees or receivers in
bankruptcy proceedings or general assignees for the benefit of creditors,
whether voluntary or by operation of law, directly or indirectly, of any of the
Shares held by a Stockholder.



          1.16 "Trust" shall mean the Liquidating Trust of OBRCOMM Global L.P.,
formerly a Delaware limited partnership.

          1.15 "Trust Beneficiaries" shall mean the beneficiaries of the Trust.

          2. Restriction on Transfers of Shares.

          2.1 Notwithstanding anything in this Agreement to the contrary, unless
approved by the parties necessary to amend this Agreement, no Stockholder shall
Transfer any Shares for a period of three years from the date of this Agreement.
Except as expressly permitted by Sections 3, 4, 5 or 6 hereof, each Stockholder
agrees that it will not directly or indirectly, Transfer any Shares or any
interest therein or enter into any commitment to do any of the foregoing without
the prior written consent of the Company. The Company agrees not to record any
Transfer of Shares unless such Transfer has been completed in compliance with
the provisions set forth in this Agreement. Notwithstanding the three (3)-year
restriction on transfers, the parties agree that (a) a distribution or transfer
of Common Stock by the Trust to the Trust Beneficiaries shall be permitted
without such approval and, upon such distribution or transfer, the Trust
Beneficiaries will be bound by the terms of this Agreement and will have all of
the rights, benefits and obligations of this Agreement as if they had been
original signatories and (b) a distribution or transfer of Common Stock by
Holdings to the Members of Holdings shall be permitted without such approval
provided that each of the Members of Holdings has executed a counterpart of this
Agreement prior to the date of such distribution or transfer, and, upon such
distribution or transfer, each Member of Holdings will be bound by the terms of
this Agreement and will have all of the rights, benefits and obligations of this
Agreement as if they had been original signatories. For the avoidance of doubt,
the foregoing three year period shall begin on the date of this Agreement for
any transferee that is a Trust Beneficiary or a Member of Holdings, without
reference to the ownership period of any such transferee. The Company agrees to
record any transfer or distribution of Common Stock from the Trust to the Trust
Beneficiaries and any transfer or distribution of Common Stock from Holdings to
the Members of Holdings made in accordance with the terms of this Agreement.

          2.2 Orbcomm Asset Holdings hereby irrevocably assigns its rights of
refusal and tag-along rights under this Agreement to the Stockholders who are
members of Orbcomm Asset Holdings in proportion to their fully paid membership
interests in Orbcomm Asset Holdings, which are set forth on Exhibit C hereto.
The foregoing assignment shall not affect the enforceability of the other
provisions of this Agreement as to Orbcomm Asset Holdings, and Orbcomm Asset
Holdings, and its Shares, shall remain subject to the restrictions on Transfer,
the Drag-Along provision, and other provisions of this Agreement.
Notwithstanding any provision of this Agreement to the contrary, the provisions
of Section 5.1 of this Agreement relating to Exempt Transfers shall not apply to
Orbcomm Asset Holdings.

          3. Right of First Refusal.

          3.1 Transfers by Common Stockholders. (i) In connection with a
proposed Transfer of Shares by a Common Stockholder (the "Selling Common
Stockholder"), the Selling Common Stockholder shall first deliver to the
Company, the other Common Stockholders (the



"Other Common Stockholders") and the Preferred Stockholders a Notice of Transfer
offering to the Company, the Other Common Stockholders and the Preferred
Stockholders all of the Offered Shares on the terms and conditions specified in
the Notice of Transfer and in the manner set forth in this Section 3.

          (ii) The Company shall have the first right and option for a period of
twenty (20) days after delivery to it of the Notice of Transfer to accept any or
all of the Offered Shares on the terms and conditions specified in the Notice of
Transfer. The Company may exercise its option by delivering to the Selling
Common Stockholder prior to the expiration of such twenty (20) day period a
written notice specifying the number of Offered Shares which the Company has
elected to purchase. If the Company elects to purchase less than all of the
Offered Shares, the Company shall deliver, within two (2) days after termination
of such twenty (20) day period, a written notice to the Other Common
Stockholders and the Preferred Stockholders indicating the number of Offered
Shares which the Company has elected to purchase.

          (iii) The Other Common Stockholders shall thereafter have the second
right and option for a period of ten (10) days after delivery to them of such
notice from the Company to elect to purchase any or all of the Offered Shares
which the Company did not elect to purchase on the terms and conditions
specified in the Notice of Transfer. The Offered Shares which the Company did
not elect to purchase shall be allocated among the Other Common Stockholders on
a pro rata basis, based on the Common Stock Equivalents held by each Other
Common Stockholder. Each of the Other Common Stockholders may exercise its
option by delivering a written notice to the Company and the Selling Common
Stockholder prior to the termination of such ten (10) day period specifying the
number of the remaining Offered Shares such Other Common Stockholder has elected
to purchase. In the event that one or more Other Common Stockholders do not
elect to purchase all of the Offered Shares allocated to them, Other Common
Stockholders who have elected to purchase their full allocation within the ten
(10) day period shall have an additional option, for a period of five (5) days
next succeeding the expiration of the ten (10) day period, to purchase all or
any part of the balance of such remaining Offered Shares on the terms and
conditions set forth in the Notice of Transfer, which option shall be exercised
by the delivery of written notice to the Company and the Selling Common
Stockholder prior to the termination of such five (5) day period specifying the
number of additional Offered Shares such Other Common Stockholder has elected to
purchase. In the event there are two or more such Other Common Stockholders that
choose to exercise the last-mentioned option for a total number of remaining
Offered Shares in excess of the number available, the remaining Offered Shares
available for each such Other Common Stockholder's option shall be allocated to
such Other Common Stockholder pro rata based on the number of Common Stock
Equivalents owned by the Other Common Stockholders so electing. If the Company
and the Other Common Stockholders elect to purchase less than all of the Offered
Shares, the Company shall deliver, within two (2) days after the termination of
the five (5) day period discussed above, a written notice to the Preferred
Stockholders indicating the number of Offered Shares which the Company and the
Other Common Stockholders have elected to purchase.

          (iv) The Preferred Stockholders shall thereafter have the third right
and option, at their sole discretion for a period of ten (10) days after
delivery to them of such notice by the Company to elect to purchase any or all
of the Offered Shares which the Company and the Other



Common Stockholders did not elect to purchase on the terms and conditions
specified in the Notice of Transfer. The Offered Shares which the Company and
the Other Common Stockholders did not elect to purchase shall be allocated among
the Preferred Stockholders on a pro rata basis, based on the Common Stock
Equivalents held by each Preferred Stockholder. Each of the Preferred
Stockholders may exercise its option by delivering a written notice to the
Company and the Selling Common Stockholder prior to the termination of such ten
(10) day period specifying the number of the remaining Offered Shares such
Preferred Stockholder has elected to purchase. In the event that one or more
Preferred Stockholders do not elect to purchase all of the Offered Shares
allocated to them, Preferred Stockholders who have elected to purchase their
full allocation within the ten (10) day period shall have an additional option,
for a period of five (5) days next succeeding the expiration of the ten (10) day
period, to purchase all or any part of the balance of such remaining Offered
Shares on the terms and conditions set forth in the Notice of Transfer, which
option shall be exercised by the delivery of a written notice to the Company and
the Selling Common Stockholder prior to the termination of such five (5) day
period specifying the number of additional Offered Shares such Preferred
Stockholder has elected to purchase. In the event that there are two or more
such Preferred Stockholders that choose to exercise the last-mentioned option
for a total number of remaining Offered Shares in excess of the number
available, the remaining Offered Shares available for each such Preferred
Stockholder's option shall be allocated to such Preferred Stockholder pro rata
based on the number of Common Stock Equivalents owned by the Preferred
Stockholders so electing. Within two (2) days following the end of such five (5)
day period, the Company shall deliver a notice to the all of the Stockholders
indicating the total number of Offered Shares which the Company, the Other
Common Stockholders and the Preferred Stockholders have elected to purchase.

          3.2 Transfers by Preferred Stockholders. (i) In connection with a
proposed Transfer of Shares by a Preferred Stockholder (the "Selling Preferred
Stockholder"), the Selling Preferred Stockholder shall first deliver to the
Company, the other Preferred Stockholders (the "Other Preferred Stockholders")
and the Common Stockholders a Notice of Transfer offering to the Company, the
Other Preferred Stockholders and the Common Stockholders all of the Offered
Shares on the terms and conditions specified in the Notice of Transfer and in
the manner set forth in this Section 3.

          (ii) The Company shall have the first right and option for a period of
twenty (20) days after delivery to it of the Notice of Transfer to accept any or
all of the Offered Shares on the terms and conditions specified in the Notice of
Transfer. The Company may exercise its option by delivering to the Selling
Preferred Stockholder prior to the expiration of such twenty (20) day period a
written notice specifying the number of Offered Shares which the Company has
elected to purchase. If the Company elects to purchase less than all of the
Offered Shares, the Company shall deliver, within two (2) days after termination
of such twenty (20) day period, a written notice to the Other Preferred
Stockholders and the Common Stockholders indicating the number of Offered Shares
which the Company has elected to purchase.

          (iii) The Other Preferred Stockholders shall thereafter have the
second right and option for a period of ten (10) days after delivery to them of
such notice from the Company to elect to purchase any or all of the Offered
Shares which the Company did not elect to purchase on the terms and conditions
specified in the Notice of Transfer. The Offered Shares which the



Company did not elect to purchase shall be allocated among the Other Preferred
Stockholders on a pro rata basis, based on the Common Stock Equivalents held by
each Other Preferred Stockholder. Each of the Other Preferred Stockholders may
exercise its option by delivering a written notice to the Company and the
Selling Preferred Stockholder prior to the termination of such ten (10) day
period specifying the number of the remaining Offered Shares such Other
Preferred Stockholder has elected to purchase. In the event that one or more
Other Preferred Stockholders do not elect to purchase all of the Offered Shares
allocated to them, Other Preferred Stockholders who have elected to purchase
their full allocation within the ten (10) day period shall have an additional
option, for a period of five (5) days next succeeding the expiration of the ten
(10) day period, to purchase all or any part of the balance of such remaining
Offered Shares on the terms and conditions set forth in the Notice of Transfer,
which option shall be exercised by the delivery of written notice to the Company
and the Selling Preferred Stockholder prior to the termination of such five (5)
day period specifying the number of additional Offered Shares such Other
Preferred Stockholder has elected to purchase. In the event there are two or
more such Other Preferred Stockholders that choose to exercise the
last-mentioned option for a total number of remaining Offered Shares in excess
of the number available, the remaining Offered Shares available for each such
Other Preferred Stockholder's option shall be allocated to such Other Preferred
Stockholder pro rata based on the number of Common Stock Equivalents owned by
the Other Preferred Stockholders so electing. If the Company and the Other
Preferred Stockholders elect to purchase less than all of the Offered Shares,
the Company shall deliver, within two (2) days after the termination of the five
(5) day period discussed above, a written notice to the Common Stockholders
indicating the number of Offered Shares which the Company and the Other
Preferred Stockholders have elected to purchase.

          (iv) The Common Stockholders shall thereafter have the third right and
option, at their sole discretion for a period of ten (10) days after delivery to
them of such notice by the Company to elect to purchase any or all of the
Offered Shares which the Company and the Other Preferred Stockholders did not
elect to purchase on the terms and conditions specified in the Notice of
Transfer. The Offered Shares which the Company and the Other Preferred
Stockholders did not elect to purchase shall be allocated among the Common
Stockholders on a pro rata basis, based on the Common Stock Equivalents held by
each Common Stockholder. Each of the Common Stockholders may exercise its option
by delivering a written notice to the Company and the Selling Preferred
Stockholder prior to the termination of such ten (10) day period specifying the
number of the remaining Offered Shares such Common Stockholder has elected to
purchase. In the event that one or more Common Stockholders do not elect to
purchase all of the Offered Shares allocated to them, Common Stockholders who
have elected to purchase their full allocation with the ten (10) day period
shall have an additional option, for a period of five (5) days next succeeding
the expiration of the ten (10) day period, to purchase all or any part of the
balance of such remaining Offered Shares on the terms and conditions set forth
in the Notice of Transfer, which option shall be exercised by the delivery of a
written notice to the Company and the Selling Preferred Stockholder prior to the
termination of such five (5) day period specifying the number of additional
Offered Shares such Common Stockholder has elected to purchase. In the event
that there are two or more such Common Stockholders that choose to exercise the
last-mentioned option for a total number of remaining Offered Shares in excess
of the number available, the remaining Offered Shares available for each such
Common Stockholder's option shall be allocated to such Common Stockholder pro
rata based on the



number of Common Stock Equivalents owned by the Common Stockholders so electing.
Within two (2) days following the end of such five (5) day period, the Company
shall deliver a notice to the all of the Stockholders indicating the total
number of Offered Shares which the Company, the Other Preferred Stockholders and
the Common Stockholders have elected to purchase.

          3.3 If not all of the Offered Shares are purchased pursuant to
paragraphs 3.1 and 3.2 above, the Selling Common Stockholder or Selling
Preferred Stockholder, as the case may be (such person, a "Selling
Stockholder"), may Transfer to the Third Party all of the Offered Shares not
purchased pursuant to paragraphs 3.1 and 3.2 above, at a purchase price not less
than the price and on terms and conditions no more favorable to the Third Party
than the purchase price, terms and conditions set forth in the applicable Notice
of Transfer at any time within the one hundred twenty (120) day period following
the expiration of the applicable acceptance periods provided in paragraph 3.1 or
3.2 above, subject to the rights of the Stockholders (other than the Selling
Stockholder) set forth in Section 4 hereof. In the event the Selling Stockholder
does not Transfer to the Third Party within such one hundred twenty (120) day
period, the right of such Selling Stockholder to Transfer the Offered Shares
shall terminate and the obligations of this Section 3 shall be reinstated with
respect to the Offered Shares.

          3.4 Transfers, if any, of Offered Shares to any Stockholders pursuant
to the terms of paragraph 3.1 or 3.2 above shall be made at the registered
office of the Company (or such other place as the Company may designate in
writing upon three (3) days notice) on a mutually satisfactory business day
within fifteen (15) days after the expiration of the applicable acceptance
period provided for in paragraph 3.1 or 3.2. Delivery of certificates and duly
executed instruments of transfer of the Offered Shares shall be made on such
date against payment of the purchase price therefor, which shall be made in
accordance with the terms and conditions of the Notice of Transfer. If a Selling
Stockholder shall fail or refuse to Transfer any Shares to a purchaser as
required hereunder, the Company may authorize any person to execute and deliver
on his or its behalf the necessary Transfer documents. The Company may receive
the purchase money in trust for the Selling Stockholder and cause the purchaser
to be registered as the holder of the relevant Shares. The receipt by the
Company of the purchase money shall be a good discharge to the purchaser (who
shall not be bound to see to the application thereof). The Company shall not be
obliged to earn or pay interest on any money received by it on behalf of a
Selling Stockholder.

          4. Tag-Along Right.

          4.1 Tag-Along Rights on Transfers of Common Stock. (i) In the event
that the Company, the Other Common Stockholders and the Preferred Stockholders
do not exercise their options to purchase all of the Selling Common
Stockholder's Offered Shares, such Selling Common Stockholder shall offer each
Other Common Stockholder and each Preferred Stockholder (collectively, the
"Remaining Stockholders"), the opportunity to require that the Transfer by the
Selling Common Stockholder be conditioned upon the Third Party purchasing from
such Remaining Stockholder and from the Selling Common Stockholder a pro rata
portion of each such Stockholder's Shares, based upon the number of Common Stock
Equivalents owned by the Selling Common Stockholder and all Remaining
Stockholders exercising rights pursuant to this paragraph 4.1 (a "Tag-Along
Sale"). The Remaining Stockholders may exercise this right



by delivering to the Company and the Selling Common Stockholder a Tag-Along
Notice in accordance with paragraph 4.1(ii) below. The Remaining Stockholders
delivering such a notice are hereinafter referred to as the "Tag-Along
Stockholders." In connection with a Tag-Along Sale, (i) the only
representations, warranties and covenants which any Tag-Along Stockholder shall
be required to make in connection with any Transfer are representations and
warranties with respect to its own ownership of the Shares to be sold by it and
its ability to convey title thereto free and clear of liens, encumbrances or
adverse claims, its due organization (if applicable), its due authorization,
execution and delivery of definitive purchase agreements (if applicable),
enforceability of such purchase agreement against it and no conflict of it with
such purchase agreement, and (ii) the liability of the Tag-Along Stockholder
with respect to any representation and warranty made in connection with any
Transfer is the several liability of such Tag-Along Stockholder (and not joint
with any other person).

          (ii) The Tag-Along Stockholders may exercise their rights pursuant to
clause (i) above by providing written notice (the "Tag-Along Notice") to the
Company and the Selling Common Stockholder no less than thirty (30) days after
the expiration of the final option election period in Section 3.1 above. The
Tag-Along Notice shall set forth the number of Shares each of the Tag-Along
Stockholders has elected to include in the Tag-Along Sale. The Tag-Along Notice
shall constitute the Tag-Along Stockholders' binding agreement to sell the
Shares specified in the Tag-Along Notice on the terms and conditions applicable
to the Tag-Along Sale; provided, however, that in the event there is any
material change in the terms and conditions of such Tag-Along Sale after the
Tag-Along Notice is given, then, notwithstanding anything herein to the
contrary, each Tag-Along Stockholder shall have the right to withdraw from the
Tag-Along Sale with respect to all Shares affected thereby. If the Third Party
does not consummate the purchase of all of the Shares requested to be included
in the Tag-Along Sale on the same terms and conditions applicable to the Selling
Common Stockholder, the Selling Common Stockholder shall not consummate the
Transfer of any of its Shares to the Third Party. If no Tag-Along Notice is
received by the Selling Common Stockholder prior to the end of the thirty (30)
day period specified above, the Selling Common Stockholder shall have the right
to consummate the Transfer to the Third Party, together with any Tag-Along Sale,
without the participation of such Remaining Stockholders on the terms and
conditions set forth in the Notice of Transfer and only if such sale is
consummated within the one hundred twenty (120) day period specified in Section
3.3. If the Tag-Along Sale does not occur within such one hundred twenty (120)
day period, the Shares that were subject to the Tag-Along Sale shall continue to
be subject to all of the restrictions contained in this Agreement.

          (iii) On the date of the Tag-Along Sale, each Tag-Along Stockholder
shall deliver a certificate or certificates for the Shares to be sold in
connection with the Tag-Along Sale, duly endorsed for transfer, to the Third
Party in the manner and at the address specified in the Tag-Along Notice against
delivery of the purchase price therefor, which shall be in accordance with the
terms of the Notice of Transfer; provided, however, that if the Third Party
objects to the delivery of Preferred Stock in lieu of Common Stock, such
Tag-Along Stockholder delivering Preferred Stock shall convert such Preferred
Stock to Common Stock and deliver Common Stock to the Third Party. The Company
agrees to make the conversion concurrent with the actual Transfer of Shares to
the Third Party.



          4.2 Tag-Along Rights on Transfers of Preferred Stock. (i) In the event
that the Company, the Other Preferred Stockholder and the Common Stockholders do
not exercise their options to purchase all of the Selling Preferred
Stockholder's Offered Shares, such Selling Preferred Stockholder shall offer
each Other Preferred Stockholder (collectively, the "Remaining Preferred
Stockholders"), the opportunity to require that the Transfer by the Selling
Preferred Stockholder be conditioned upon the Third Party purchasing from such
Remaining Preferred Stockholder and from the Selling Preferred Stockholder a pro
rata portion of each such Stockholder's Shares, based upon the number of Common
Stock Equivalents owned by the Selling Preferred Stockholder and all Remaining
Preferred Stockholders exercising rights pursuant to this paragraph 4.2 (a
"Preferred Tag-Along Sale"). The Remaining Preferred Stockholders may exercise
this right by delivering to the Company and the Selling Preferred Stockholder a
Preferred Tag-Along Notice in accordance with paragraph 4.2(ii) below. The
Remaining Preferred Stockholders delivering such a notice are hereinafter
referred to as the "Tag-Along Preferred Stockholders." In connection with a
Preferred Tag-Along Sale, (i) the only representations, warranties and covenants
which any Tag-Along Preferred Stockholder shall be required to make in
connection with any Transfer are representations and warranties with respect to
its own ownership of the shares of Preferred Stock to be sold by it and its
ability to convey title thereto free and clear of liens, encumbrances or adverse
claims, its due organization (if applicable), its due authorization, execution
and delivery of definitive purchase agreements (if applicable), enforceability
of such purchase agreement against it and no conflict of it with such purchase
agreement, and (ii) the liability of the Tag-Along Preferred Stockholder with
respect to any representation and warranty made in connection with any Transfer
is the several liability of such Tag-Along Preferred Stockholder (and not joint
with any other person).

          (ii) The Tag-Along Preferred Stockholders may exercise their rights
pursuant to clause (i) above by providing written notice (the "Preferred
Tag-Along Notice") to the Company and the Selling Preferred Stockholder no less
than thirty (30) days after the expiration of the final option election period
in Section 3.2 above. The Preferred Tag-Along Notice shall set forth the number
of shares of Preferred Stock each of the Tag-Along Preferred Stockholders has
elected to include in the Preferred Tag-Along Sale. The Preferred Tag-Along
Notice shall constitute the Tag-Along Preferred Stockholders' binding agreement
to sell the shares of Preferred Stock specified in the Preferred Tag-Along
Notice on the terms and conditions applicable to the Preferred Tag-Along Sale;
provided, however, that in the event there is any material change in the terms
and conditions of such Preferred Tag-Along Sale after the Preferred Tag-Along
Notice is given, then, notwithstanding anything herein to the contrary, each
Tag-Along Preferred Stockholder shall have the right to withdraw from the
Preferred Tag-Along Sale with respect to all shares of Preferred Stock affected
thereby. If the Third Party does not consummate the purchase of all of the
shares of Preferred Stock requested to be included in the Preferred Tag-Along
Sale on the same terms and conditions applicable to the Selling Preferred
Stockholder, the Selling Preferred Stockholder shall not consummate the Transfer
of any of its shares of Preferred Stock to the Third Party. If no Preferred
Tag-Along Notice is received by the Selling Preferred Stockholder prior to the
end of the thirty (30) day period specified above, the Selling Preferred
Stockholder shall have the right to consummate the Transfer to the Third Party,
together with any Preferred Tag-Along Sale, without the participation of such
Remaining Preferred Stockholders on the terms and conditions set forth in the
Notice of Transfer and only if such sale is consummated within the one hundred
twenty (120) day period specified in



Section 3.3. If the Preferred Tag-Along Sale does not occur within such one
hundred twenty (120) day period, the shares of Preferred Stock that were subject
to the Preferred Tag-Along Sale shall continue to be subject to all of the
restrictions contained in this Agreement.

          (iii) On the date of the Preferred Tag-Along Sale, each Tag-Along
Preferred Stockholder shall deliver a certificate or certificates for the shares
of Preferred Stock to be sold in connection with the Preferred Tag-Along Sale,
duly endorsed for transfer, to the Third Party in the manner and at the address
specified in the Preferred Tag-Along Notice against delivery of the purchase
price therefor, which shall be in accordance with the terms of the Notice of
Transfer.

          4.3 The exercise or non-exercise of the rights of the Stockholders
hereunder to participate in one or more Transfers of a the Selling Stockholder
shall not adversely affect their rights to participate in subsequent Transfers
of Shares subject to the restrictions set forth in this Agreement.

          5. Exempt Transfers.

          5.1 Notwithstanding the foregoing, the restrictions on transfer,
rights of first refusal and tag-along rights set forth in Sections 2, 3 and 4 of
this Agreement shall not apply to: (i) any transfer by a Preferred Stockholder,
if an entity, to its members (or members of its members), shareholders,
partners, or any direct or indirect majority-owned subsidiary, (ii) any
Stockholder to a Permitted Transferee, or (iii) any distribution or transfer of
Common Stock by the Trust to the Trust Beneficiaries; provided that in the event
any such transfer is made to any such Person, Trust Beneficiary, or a Permitted
Transferee, (A) such Person, Trust Beneficiary, or the Permitted Transferee
shall inform the Company of such transfer or gift prior to effecting it and (B)
such Person, Trust Beneficiary, or the Permitted Transferee shall furnish the
Stockholders and the Company with a written agreement to be bound by and comply
with all provisions of this Agreement and the Registration Rights Agreement to
the same extent as the transferor. Any purported transfer in violation of this
Section 5.1 shall be void ab initio. Upon such exempt transfer, the Person,
Trust Beneficiary, or Permitted Transferee shall have all of the rights,
benefits and obligations of a Stockholder under this Agreement and the
Registration Rights Agreement.

          5.2 Notwithstanding anything in this Agreement to the contrary, the
provisions of Sections 3 and 4 shall not apply to the sale of any Common Stock
pursuant to a registration statement filed with, and declared effective by, the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act").

          5.3 This Agreement is subject to and shall in no manner limit any
right the Company may have to repurchase securities from any Stockholder
pursuant to a stock restriction agreement or other agreement between the Company
and such Stockholder in connection with his or her employment with the Company
or any Affiliate of the Company. In the event of a right of first refusal held
by the Company on Shares held by any Stockholder, the right of refusal and
tag-along provisions shall apply upon the expiration of the right of first
refusal held by the Company.



          6. Drag-Along Rights.

          6.1 (i) Each of the Stockholders agrees to hold all Shares registered
in its name or beneficially owned by it as of the date hereof and any and all
Shares legally or beneficially acquired by it after the date hereof subject to,
and to vote such Shares in accordance with, the provisions of this Section 6.
Each of the Stockholders further agrees that such Stockholder has not and shall
not enter into any Agreement (other than an amendment of this Agreement pursuant
to Section 11.2 hereof) which conflicts with the provisions of this Section 6.

               (ii) In the event there shall be authorized an Approved
Transaction (as such term is defined in Section 6.2 below), each Common
Stockholder and each Preferred Stockholder shall (a) vote all of its shares of
Common Stock and Preferred Stock, as the case may be, in favor of such Approved
Transaction, to the extent a vote of the Common Stockholders and/or Preferred
Stockholders (voting either as a single class or as separate classes) is
required for the consummation of the transaction and (b) if such Approved
Transaction is a Sale Transaction (as such term is defined in Section 6.3
below), Transfer all of its shares of Common Stock and Preferred Stock, as the
case may be, to the purchaser or purchasers in such Sale Transaction upon the
terms and conditions of such Sale Transaction.

               (iii) In negotiating a Sale Transaction, the Company shall
provide (A) that the only representations, warranties and covenants which the
Stockholders shall be required to make in connection with any Transfer are
representations and warranties with respect to its own ownership of its Shares
and, its ability to convey title thereto free and clear of liens, encumbrances
or adverse claims (if applicable), its due organization (if applicable), its due
authorization, execution and delivery of definitive purchase agreements (if
applicable), enforceability of such purchase agreement against it, (B) that the
liability of the Stockholders with respect to any representation and warranty
made in connection with any Transfer is the several liability of such
Stockholders (and not joint with any other person) and (C) none of the
Stockholders shall be required to provide any indemnification to anyone in
connection with the transaction (other than indemnification for damages
resulting from the breach of any representations or warranties made by such
Stockholders); provided, however, that the foregoing shall not limit the
obligations of the Stockholders, and such Stockholders hereby expressly agree to
be bound by and subject to, any escrow or other holdback arrangement (on a pro
rata basis on the number of Common Stock Equivalents sold by such Stockholders
in such transaction) provided for in the transaction documents for such
transaction.

               (iv) Each Stockholder hereby grants to the Chief Executive
Officer of the Company or other person appointed by the Board an irrevocable
proxy, coupled with an interest, to vote such Shares in accordance with this
Section 6, and hereby appoints the Chief Executive Officer or such other
appointee, its attorney in fact, with full power and authority to take any and
all actions on such Stockholder's behalf as may be necessary to approve and
consummate transactions approved pursuant to this provision in the event that
such party fails or refuses to vote or sell its Shares as required by this
Section 6.

               At the closing of any Sale Transaction, each of the parties to
this Agreement shall (A) execute and deliver such instruments of conveyance and
transfer and take



such other actions, including executing any purchase agreement, merger agreement
or related documents, which the Company may reasonably request to consummate the
Sale Transaction and (B) deliver, against receipt of the consideration payable
in such transaction, certificates representing the Shares which such party holds
of record or beneficially, with all endorsements necessary for transfer. In the
event that any Stockholder fails or refuses to comply with the provisions of
this Section 6, the Company and the purchaser in such transaction, at their
option, may elect to proceed with such transaction notwithstanding such failure
or refusal and, in such event and upon tender of the specified consideration to
any such party, the rights of any such party with respect to the Shares of such
party shall cease.

          6.2 Approved Transaction. For purposes of this Section 6, the term
"Approved Transaction" shall mean the following:

               (i) any proposed equity financing transaction, including without
limitation, the sale of Common Stock or Preferred Stock of the Company for
consideration per share less than the Series A Conversion Price (as defined in
the Company's Amended and Restated Certificate of Incorporation) in effect
immediately prior to such financing, and, if required in connection with such
financing transaction, an increase in the authorized number of shares of the
Company's capital stock in connection with such proposed financing transaction;
provided, however, that the terms of such proposed equity financing transaction
shall have been approved by a majority of the Board of Directors of the Company;
or

               (ii) a Sale Transaction.

          6.3 Sale Transaction. For purposes of this Section 6, the term "Sale
Transaction" shall mean:

               (i) a proposed sale, transfer or other disposition of all or
substantially all of the assets and properties of the Company to, or the
proposed entry into any merger or consolidation agreement with, any Third Party,
whether in a single transaction or series of related transactions, which results
in the holders of the outstanding voting power of the Company immediately prior
to such transaction or series of transactions owning less than a majority of the
outstanding voting securities in the continuing or surviving company or entity
following such transaction or transactions; provided, however, that such
transaction, (A) if the sale price or transaction value is based on a valuation
of the the Company, taken as a whole, of less than $85 million, the transaction
shall have been approved by a majority of the Board of Directors of the Company
and the holders of no less than a majority of the Preferred Stock or (B) if the
sale price or transaction value is based on a valuation of the Company, taken as
a whole, of equal to or greater than $85 million, the transaction shall have
been approved by a majority of the Board of Directors including no less than two
directors elected by the holders of the Common Stock; or

               (ii) a proposed sale, transfer or exchange of all of the
Company's outstanding capital stock to a Third Party, whether in a single
transaction or series of related transactions, for cash or, in the case of a
stock-for-stock transaction, which results in the holders of the outstanding
voting power of the Company immediately prior to such transaction or series of
transactions owning less than a majority of the outstanding voting securities
for the election of



directors in the continuing or surviving company or entity following such
transaction or transactions; provided, however, that such transaction, (A) if
the sale price or transaction value is based on a valuation of the Company,
taken as a whole, of less than $85 million, the transaction shall have been
approved by a majority of the Board of Directors of the Company and the holders
of no less than a majority of the Preferred Stock or (B) if the sale price or
transaction value is based on a valuation of the Company, taken as a whole, of
equal to or greater than $85 million, the transaction shall have been approved
by a majority of the Board of Directors of the Company and the holders of a
majority of the outstanding voting shares of the capital stock of the Company,
including the holders of a majority of the outstanding Common Stock.

          7. Additional Transfer Limitations.

          7.1 Legend. Each certificate representing Shares now or hereafter
owned by a Stockholder or issued to any person in connection with a transfer
permitted hereunder shall be endorsed with the following legend:

     "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED
     BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
     STOCKHOLDERS AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE COMPANY AND
     CERTAIN HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE
     OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."

          7.2 Stop Transfer. The Stockholders agree that the Company may
instruct its transfer agent to impose transfer restrictions on the shares
represented by certificates bearing the legend referred to in Section 7.1 above
to enforce the provisions of this Agreement and the Company agrees to promptly
do so. The legend shall be removed upon termination of this Agreement.

          8. Additional Parties. The Company and the Stockholders agree that, as
a condition to the issuance, sale or transfer of Shares to any Person, the
Company and the Stockholders, as appropriate, will require that such Person
execute a counterpart of this Agreement as a "Stockholder" and such Person's
shares of capital stock shall thereafter constitute "Shares" for purposes of
this Agreement, unless the Board of Directors of the Company determines
otherwise.

          9. Financial Statements and Other Information.

          9.1 The Company shall deliver to each Stockholder holding at least
four percent (4%) of the Common Stock Equivalents then outstanding:

               (i) within 90 days after the end of each fiscal year of the
Company, an audited balance sheet of the Company as at the end of such year and
audited statements of income and of cash flows of the Company for such year,
certified by certified public accountants of established national reputation
selected by the Company, and prepared in accordance with generally accepted
accounting principles consistently applied; and



               (ii) within 45 days after the end of each fiscal quarter of the
Company (other than the fourth quarter), an unaudited balance sheet of the
Company as at the end of such quarter, unaudited statements of income and of
cash flows of the Company for such fiscal quarter and for the current fiscal
year to the end of such fiscal quarter and a quarterly budget and cash flow
projections used in the normal management of the Company's affairs;

               (iii) within 30 days after the end of each month (other than the
last month of any fiscal quarter), an unaudited balance sheet of the Company as
at the end of such month and unaudited statements of income and of cash flows of
the Company for such month and for the current fiscal year to the end of such
month, setting forth in comparative form the Company's projected financial
statements for the corresponding periods for the current fiscal year and a
monthly budget and cash flow projections used in the normal management of the
Company's affairs;

               (iv) as soon as available, but in any event 30 days prior to the
commencement of each new fiscal year, an operating plan, budget and projected
financial statements, including the Company's revenues, expenses and cash
position on a quarter-to-quarter basis, for such fiscal year;

               (v) within five days after the Company learns of any material
claim or commencement of any legal or equitable proceeding, written notice of
such claim or proceeding;

               (vi) within five days of discovery, notice of any material
default in any material agreement to which the Company is a party;

               (vii) upon transmission, copies of all reports and communications
with any other class or series of the Company's securities, or any communication
to or from the Commission (other than Regulation D and similar routine exemption
filings); and

               (viii) with reasonable promptness, such other information and
data as such Preferred Stockholder may from time to time reasonably request.

          9.2 The foregoing financial statements shall be prepared on a
consolidated basis with the Company's subsidiaries. The financial statements
delivered pursuant to clauses (ii) and (iii) of Section 9.1 shall be accompanied
by a certificate of the chief financial officer of the Company stating that such
statements have been prepared in accordance with generally accepted accounting
principles consistently applied (except as noted) and fairly present the
financial condition and results of operations of the Company at the date thereof
and for the periods covered thereby.

          10. Term and Termination.

          10.1 Term. This Agreement shall continue in full force and effect from
the date hereof through the earliest of the following dates, on which date it
shall terminate in its entirety:



               (a) the effective time of the closing of the Initial Public
          Offering (as such term is defined in the Company's Registration Rights
          Agreement of even date herewith); and

               (b) the effective time of the closing of a sale, lease or other
          disposition of all or substantially all of the Company's assets
          (including the exclusive irrevocable licensing of all of the Company's
          intellectual property for a third party) or the Company's merger into
          or consolidation with any other corporation or other entity, or any
          other corporate reorganization, in which the holders of the Company's
          outstanding voting stock immediately prior to such transaction own,
          immediately after such transaction, securities representing less than
          fifty percent (50%) of the voting power of the corporation or other
          entity surviving such transaction, provided that this Section 10.1(b)
          shall not apply to a merger effected exclusively for the purpose of
          changing the domicile of the Company.

          11. Miscellaneous.

          11.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware, without regard to principles of
conflicts of laws.

          11.2 Amendment and Waiver. This Agreement may be amended or terminated
and the observance of any term of this Agreement may be waived with respect to
all parties to this Agreement (either generally or in a particular instance and
either retroactively or prospectively), with the written consent of the Company,
the holders of a majority of the Preferred Stock and the holders of a majority
of the Common Stock, provided, however (a) Exhibit A hereto may be amended by
the Company from time to time in accordance with Section 12.07 of the Preferred
Stock Purchase Agreement of even date herewith (the "Purchase Agreement") to add
information regarding Additional Investors (as defined in the Purchase
Agreement) without the consent of the other parties hereto, (b) Exhibit B hereto
may be amended by the Company from time to time to add information regarding
additional Stockholders made party to this Agreement pursuant to Section 8
hereof without the consent of the other parties hereto, and (c) this Agreement
may not be amended or terminated and the observance of any term hereunder may
not be waived with respect to any Stockholder without the written consent of
such Stockholder unless such amendment, termination or waiver applies to all
Stockholders in the same fashion (it being agreed that a waiver or amendment of
the provisions of this Agreement shall be deemed to apply to all Stockholders in
the same fashion if such waiver or amendment does so by its terms,
notwithstanding the fact that certain Stockholders are affected differently by
virtue of differences in their shareholdings). The Company shall give prompt
written notice of any amendment or termination hereof or waiver hereunder to any
party hereto that did not consent in writing to such amendment, termination or
waiver. Any amendment, termination or waiver effected in accordance with this
Section 11.2 shall be binding on all parties hereto, even if they do not execute
such consent. No waivers of or exceptions to any term, condition or provision of
this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.



          11.3 Assignment of Rights. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.

          11.4 Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
(iii) five (5) days after having been sent by certified mail, return receipt
requested, postage prepaid, or (iv) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the party to be
notified at the address as set forth on the signature page to the Purchase
Agreement or at such other address as such party may designate by ten (10) days
advance written notice to the Company.

          11.5 Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

          11.6 Entire Agreement. This Agreement and the Exhibits hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.

          11.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          11.8 Conflicting Agreements. Each Stockholder represents and warrants
to the Company and the other Stockholders that it is not a party to or bound by
any agreement relating to the voting of its Shares or that otherwise directly or
indirectly conflicts with the provisions of this Agreement, other than the
Preferred Stock Voting Agreement and the Common Stock Voting Agreement of even
date herewith. The Stockholders agree not to enter into any agreement with any
other Stockholder relating to the voting of Shares, and agree not to amend the
Preferred Stock Voting Agreement or the Common Stock Voting Agreement, on terms
that conflict with the terms of this Agreement. In the event of a conflict
between the provisions of this Agreement and the provisions of any other
agreement to which any Stockholder is bound, then, as among parties to this
Agreement, the terms of this Agreement shall control.


                            [Signature Page Follows]


          IN WITNESS WHEREOF, the parties have executed this Stockholders
Agreement as of the date above first written.

                                        ORBCOMM INC.


                                        By: /s/ Don Franco
                                            ------------------------------------
                                        Name: Don Franco
                                        Title: Co-Chief Executive Officer


                                        THE INVESTORS:

                                        SES GLOBAL, S.A.


                                        By: /s/ Robert Bednarek
                                            ------------------------------------
                                        Name: Robert Bednarek
                                        Title: Executive Vice President,
                                               Corporate  Development


                                        By: /s/ Juerqen Schulte
                                            ------------------------------------
                                        Name: Juerqen Schulte
                                        Title: Chief Financial Officer


                                        RIDGEWOOD SATELLITE LLC

                                        By: Ridgewood Venture Management
                                            Corporation, its Manager


                                        By: /s/ Robert L. Gold
                                            ------------------------------------
                                        Name: Robert L. Gold
                                        Title: President


                                        SAGAMORE HILL HUB FUND LTD.

                                        By: Sagamore Hill Capital Management
                                            L.P., Investment Manager


                                        By: /s/ Steven H. Bloom
                                            ------------------------------------
                                        Name: Steven H. Bloom
                                        Title: President


                 (Signature page to the Stockholders Agreement)


                                        NORTHWOOD VENTURES LLC


                                        By: /s/ Peter G. Schiff
                                            ------------------------------------
                                        Name: Peter G. Schiff
                                        Title: President


                                        NORTHWOOD CAPITAL PARTNERS LLC


                                        By: /s/ Peter G. Schiff
                                            ------------------------------------
                                        Name: Peter G. Schiff
                                        Title: President


                                        OHB TECHNOLOGY AG


                                        By: /s/ Marco Fuchs
                                            ------------------------------------
                                        Name: Marco Fuchs
                                        Title: Chief Executive Officer


              (Signature page to the Registration Rights Agreement)
               (Additional Counterpart Signature Pages to Follow)


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Arthur S. Bahr
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Arthur S. Bahr
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             DIETER H. BERGHOEFER
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Dieter H. Berghoefer
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             BUKFENC INC.
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Andrew Gaspar
           -----------------------------
Name: ANDREW GASPAR
Title: PRESIDENT



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Steven Chrust IRA
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Steven G. Chrust
           -----------------------------
Name: Steven G. Chrust
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             STEVEN G. CHRUST
                              (please print)
Notice Address of Investor:
                              -----------------------------
   (please complete)
                              -----------------------------


Signed by: /s/ Steven G. Chrust
           -----------------------------
Name: STEVEN G. CHRUST
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             MARY HIGGINS CLARK
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Mary Higgins Clark
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------




            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             PATRICK CLIFFORD
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Patrick Clifford
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             BERT R. COHEN
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Bert R. Cohen
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             JOHN CONNELLY
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ John Connelly
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             CRYSTAL LAKE PTS
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Signatre Illegible
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             JAMES EAGAN
                              (please print)

Notice Address of Investor:
   (please complete)




Signed by: /s/ James Eagan
           -----------------------------
Name: JAMES EAGAN
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             RBC FBO E.B. GRISWOLD IRA
                              (please print)

Notice Address of Investor:
   (please complete)




Signed by: /s/ Signature Illegible
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


RBC Dain Rauscher

/s/ Mary Anne Grindatti
- ----------------------------------------
Mary Anne Grindatti
Managing Director



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             E B GRISWOLD IRA
                              (please print)

Notice Address of Investor:
                              ------------------------------
   (please complete)
                              ------------------------------


Signed by: /s/ E B Griswold IRA
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Jerome B. Eisenberg
                              (please print)

Notice Address of Investor:
     (please complete)



Signed by: /s/ Jerome B. Eisenberg
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             MARC EISENBERG
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Marc Eisenberg
           -----------------------------
Name:  MARC EISENBERG
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Estrin New Ventures LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Melvyn J. Estrin
           -----------------------------
Name: Melvyn J. Estrin
Title: Managing Member



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             EVE CHRUST 2001 BUSINESS TRUST
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Steven Chrust
           -----------------------------
Name: STEVEN CHRUST
Title: TRUSTEE



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Don Franco
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Don Franco
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             JOHN FRANCO & MARY FRANCO
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ John Franco /s/ Mary Franco
           -------------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------




            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Mark Freitas
                              (please print)

Notice Address of Investor:
                              ------------------------------
   (please complete)
                              ------------------------------


Signed by: /s/ Mark Freitas
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------




            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             JOEL FRIEDMAN
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Joel Friedman
           -----------------------------
Name: JOEL FRIEDMAN
Title: CHAIRMAN


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Michael Friedman
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Michael Friedman
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             MARILYN GORDON
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Marilyn Gordon
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             RONALD GORDON MARILYN GORDON
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Ronald Gordon /s/ Marilyn Gordon
           -------------------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             EDMUND GREENE
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Edmund Greene
           -----------------------------
Name: EDMUND GREENE
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             E. BULKELEY GRISWOLD
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ E Bulkeley Griswold
           -----------------------------
Name: E BULKELEY GRISWOLD
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             JAMES H. HIGBY
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/  James H. Higby
           -----------------------------
Name: JAMES H. HIGBY
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Hoboken Partners I LLC
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Alejandro San Miguel
           -----------------------------
Name: Alejandro San Miguel
Title: Managing Member



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             HANS E.W. HOFFMANN
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Hans Hoffmann
           -----------------------------
Name: HOFFMANN
Title: SIGNATURE ILLEGIBLE



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             WILLIAM JAFFE
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ William Jaffe
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Douglas Jones
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Douglas Jones
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Jerry Kay
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Jerry Kay
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------




            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Korea Orbcomm
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Hyung Jin Song
           -----------------------------
Name: Hyung Jin Song
Title: Chairman



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             John Levinson
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ John Levinson
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             LIZA CHRUST 2001 BUSINESS TRUST
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Steven Chrust
           -----------------------------
Name: STEVEN CHRUST
Title: TRUSTEE



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             PHILIP H. LODEWICK
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Philip H. Lodewick
           -----------------------------
Name: PHILIP H. LODEWICK
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Robert Loud
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Robert Loud
           -----------------------------
Name: Robert Loud
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Christopher Lust
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Christopher Lust
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             H. MELCHERS
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ H. Melchers
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Miller & Wrubel Asset Company
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ David F. Wrubel
           -----------------------------
Name: David F. Wrubel
Title: General Partner




            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Nakoma Investments. LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Irwin F. Smith
           -----------------------------
Name: IRWIN F. SMITH
Title: Senior Managing Director


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             DENIS NAYDEN
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Denis Nayden
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Albert G. Nickel
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Albert G. Nickel
           -----------------------------
Name: Albert G. Nickel
Title: Owner



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Northwood Capital Partners LLC
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: President



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Northwood Ventures LLC
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: President



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             OAKWOOD CAPITAL, LLC
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Oden Sten
           -----------------------------
Name: ODEN STEN
Title: Managing Director



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             OHB Technology AG
                              (please print)

Notice Address of Investor:
                              ---------------------------
   (please complete)
                              ---------------------------


Signed by: /s/ Signature Illegible
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------




            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Orbcomm Asia Limited
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Hyung Jin Song
           -----------------------------
Name: Hyung Jin Song
Title: CEO



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             ORBCOMM ASSET HOLDINGS LTD
                              (please print)

Notice Address of Investor:
                              ---------------------------
   (please complete)
                              ---------------------------


Signed by: /s/ Don Franco
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Orbcomm Deutschland AG
                              (please print)

Notice Address of Investor:
                              ---------------------------
   (please complete)
                              ---------------------------


Signed by: /s/ M. Fuchs
           -----------------------------
Name: M. FUCHS
Title: CEO



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             OC GLOBAL LIQUIDATING TRUST
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Carol P. Hanna
           -----------------------------
Name: CAROL P. HANNA
Title: LIQUIDATING TRUSTEE


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             ORBCOMM HOLDINGS LLC
                              (please print)

Notice Address of Investor:
                              --------------------------
(please complete)
                              --------------------------


Signed by: /s/ Don Franco
           -----------------------------
Name: Don Franco
Title: Director



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             A. Alex Porter
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ A. Alex Porter
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Richard K. Webel Trust
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: Trustee



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Jeffrey Riecker
                              (please print)

Notice Address of Investor:
   (please complete)




Signed by: /s/ Jeffrey Riecker
           -----------------------------
Name: JEFFREY RIECKER
Title: INVESTOR



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Dr. Andre-Michael Schultz
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Andre-Michael Schultz
           -----------------------------
Name: Dr. Andre-Michael Schultz
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             ROBERT J. SCHULTZ
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Robert Schultz
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             SHIPPAN FUND, LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Steven Chrust
           -----------------------------
Name: STEVEN CHRUST
Title: MANAGING MEMBER



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             SK Partners
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: Managing General Partner



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             MURRAY SLIMOWITZ
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Murray Slimowitz
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Hyung Jin Song
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ Hyung Jin Song
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Walter H. Sonnenfeldt
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Walter H. Sonnenfeldt
           -----------------------------
Name: Walter H. Sonnenfeldt
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Elizabeth Steele
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Elizabeth Steele
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Hans Steininger
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ H. Steininger
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Daniel J. Sullivan
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Daniel J. Sullivan
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Mark Sullivan
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Mark Sullivan
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             Michael Sullivan
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Michael Sullivan
           -----------------------------
Name: Michael Sullivan
Title:
       ---------------------------------



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             WILLIAM VANDEN HEUVEL
                              (please print)

Notice Address of Investor:
   (please complete)



Signed by: /s/ William Vanden Heuvel
           -----------------------------
Name: William Vanden Heuvel
Title: Investor



            THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
        AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
             ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
                                  STOCKHOLDERS.

Name of Investor:             HENRY T. WILSON
                              (please print)

Notice Address of Investor:
   (please complete)


Signed by: /s/ Henry T. Wilson
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                    EXHIBIT A

                          Amended as of August 13, 2004

                         LIST OF PREFERRED STOCKHOLDERS



       NAME OF PREFERRED STOCKHOLDER            SHARES
       -----------------------------          ---------
                                           
Albert Nickel                                    70,373
A. Alex Porter                                  149,402
Arthur Bahr                                      10,553
Bert Cohen                                      117,400
Bukenc Inc.                                      94,992
Christopher Lust                                 21,107
Crystal Lake Partners                            92,201
Daniel Sullivan                                  42,213
Denis Nayden                                    158,453
Don Franco                                      217,696
Doug Jones                                        9,673
E. Anderson Griswold IRA                         22,867
E. Bulkeley Griswold                             41,343
E. Bulkeley Griswold IRA                          9,673
Edmund B. Greene                                 51,015
Elizabeth Steele                                 22,868
Estrin New Ventures LLC                         102,975
Eve Chrust Trust                                  5,102
Hyung-Jin Song                                   61,909
Henry Wilson                                     15,834
Hans Steininger                                  99,452
Hoboken Partners 1 LLC                          106,449
James Higby                                      38,694
Jeffrey Riecker                                  11,673
Jerome B. Eisenberg                             183,425
Jerry Kay                                        19,241
Joel Friedman                                     8,802
John Connelly                                    50,310
John Levinson                                    84,429
Liza Chrust Trust                                 5,102
Marc Eisenberg                                   21,108
Marilyn Gordon                                   17,941
Mark Sullivan                                   182,961
Mary Higgins Clark                              100,257
Michael Friedman                                 84,429
Mike Sullivan                                    22,868
Miller & Wrubel Asset Company                    94,878
Nakoma Investments LLC                          142,499




                                           
Northwood Capital Partners LLC                  241,638
Northwood Ventures LLC                        1,093,297
Oakwood Capital LLC                              47,494
OHB Technology A.G.                           1,844,314
Patrick A. Clifford                              29,020
Paul Masters IRA                                 77,387
Phillip Lodewick                                 43,973
Richard K. Webel Trust                           10,553
Ridgewood Satellite LLC                       2,256,856
Robert Loud IRA                                   9,673
Robert Schultz                                   43,251
Ron & Marilyn Gordon, JTWROS                     17,934
Sagamore Hill Hub Fund Ltd.                   1,504,571
SES Global S.A.                               3,000,001
Shippan Fund LLC                                 29,909
SK Partners                                      42,213
Murray Slimowitz IRA                              9,673
Steven Chrust                                     3,870
Steven Chrust IRA                                30,515
William Jaffe                                    40,463
William Vanden Heuvel                            87,394
Pershing, LLC tax id # 132741729 as
   custodian F/B/O IRA FBO EMMETT HUME, IRA      75,915
FBO David D. Hume                                65,140
FBO Cara L. Hume                                 65,140
Emmett Hume                                       5,281
Estrin New Ventures II LLC                       11,900
Walter Sonnenfeldt                               35,211
Henning Melchers                                 25,799
Andre-Michael Schultz                            20,337
Hans E. W. Hoffmann                              10,744
John & Mary Franco                               34,180





                                    EXHIBIT B

                           LIST OF COMMON STOCKHOLDERS



       NAME OF COMMON STOCKHOLDER            SHARES
       --------------------------          ---------
                                        
John & Mary Franco, Tenants in Common        325,820
Don Franco                                   401,870
Jerome B. Eisenberg                           87,359
OHB Technology A.G.                          413,352
Liquidating Trust of Orbcomm Global L.P.     500,000
ORBCOMM Holdings LLC*                      6,758,500
                                           ---------
   Total:                                  8,486,901
                                           =========


*    Subject only to the receipt of requisite prior consent from the FCC,
     ORBCOMM Holdings LLC shall distribute the shares of Common Stock to its
     members who have executed a counterpart to this Agreement, the Common Stock
     Voting Agreement (as defined in the Stock Purchase Agreement, dated as of
     February 17, 2004, between ORBCOMM Inc., ORBCOMM LLC and certain Investors)
     and the Registration Rights Agreement (as defined in the Stock Purchase
     Agreement, dated as of February 17, 2004, between ORBCOMM Inc., ORBCOMM LLC
     and certain Investors). Following said distribution (assuming all members
     of ORBCOMM Holdings LLC are distributed shares), the Common Stockholders
     shall be as set forth in the following table:



       NAME OF COMMON STOCKHOLDER            SHARES
       --------------------------          ---------
                                        
John & Mary Franco, Tenants in Common        325,820
Don Franco                                 1,473,282
Jerome B. Eisenberg                          622,019
OHB Technology A.G.                        1,182,100
Liquidating Trust of Orbcomm Global L.P.     500,000
ORBCOMM Asset Holdings Ltd.                1,714,526
Orbcomm Asia Limited                       1,179,882
Walter H. Sonnenfeldt                         69,041
Miller & Wrubel Asset Company                 60,035
ORBCOMM Deutschland A.G.                     114,835
Hyung-Jin Song                               201,087
James Eagan                                   90,804
Northwood Ventures LLC                       255,151
Northwood Capital Partners LLC                45,027
Hans Steininger                              165,097
Raimund Koenig                               120,071
Henning Melchers                              90,053
Andre-Michael Schultz                         30,018
Harald D. Berghoefer                          90,053
Hans E. W. Hoffmann                           60,035
Korea Orbcomm Ltd.                            97,965
                                           ---------
   Total:                                  8,486,901
                                           =========




                                    EXHIBIT C

                  SCHEDULE OF MEMBERS OF ORBCOMM ASSET HOLDINGS



          SHAREHOLDER             SHARES
          -----------            --------
                              
Don Franco                       1,473.75
James Eagan                        151.25
Jerome B. Eisenberg                788.75
Miller & Wrubel Asset Company      100.00
Northwood Capital Partners LLC      75.00
Northwood Ventures LLC             425.00
Walter H. Sonnenfeldt              115.00
                                 --------
   Total:                        3,128.75
                                 ========

EX-9.1

                                                                     EXHIBIT 9.1

                                  ORBCOMM INC.
          SECOND AMENDED AND RESTATED PREFERRED STOCK VOTING AGREEMENT

          THIS SECOND AMENDED AND RESTATED PREFERRED STOCK VOTING AGREEMENT
(this "Agreement") is dated as of December 30, 2005, and amends the ORBCOMM Inc.
Amended and Restated Preferred Stock Voting Agreement dated as of November 18,
2005 which amended the ORBCOMM Inc. Preferred Stock Voting Agreement, dated as
of February 17, 2004, as amended (together with the original Amended and
Restated Preferred Stock Voting Agreement, the "Existing Agreement"), by and
among ORBCOMM Inc., a Delaware corporation (the "Company"), and the persons and
entities signatories thereto and listed on Exhibit A hereto (individually, an
"Investor" and collectively, the "Investors").

          WHEREAS, the Company has authorized the issuance of Series B Preferred
Stock and the necessary parties to the Existing Agreement desire to amend the
Exiting Agreement and have agreed to amend the Existing Agreement;

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:

1.   Voting.

          1.1 Investor Shares. Each of the Investors agree to hold all shares of
Series A Preferred Stock and Series B Preferred Stock (collectively, the
"Preferred Stock") registered in their respective names or beneficially owned by
them as of the date hereof and any and all other shares of Preferred Stock
legally or beneficially acquired by it after the date hereof (hereinafter
collectively referred to as the "Investor Shares") subject to, and to vote the
Investor Shares in accordance with, the provisions of this Agreement.

          1.2 Election of Directors.

          (a) At each election of directors in which the Investors are entitled
to elect directors of the Company, the Investors shall vote all of their
respective Investor Shares (at a meeting of stockholders or pursuant to an
action by written consent) so as to elect to the Board of Directors of the
Company:

               -    for so long as Ridgewood Satellite LLC and its affiliates
                    ("Ridgewood") collectively own not less than four million
                    five hundred thousand (4,500,000) shares of Preferred Stock
                    (or Common Stock issued upon conversion thereof) (as
                    adjusted for stock splits, stock dividends, consolidations,
                    recapitalizations and similar transactions), two (2)
                    directors by Ridgewood and if Ridgewood were to own less
                    than four million five hundred thousand (4,500,000) shares
                    but more than two million two hundred and fifty thousand
                    (2,250,000) shares of Preferred Stock (or Common Stock
                    issued upon conversion thereof) (as adjusted



                    for stock splits, stock dividends, consolidations,
                    recapitalizations and similar transactions), one (1)
                    director by Ridgewood;

               -    for so long as OHB Technology AG and its affiliates ("OHB")
                    and SES Global S.A. and its affiliates ("SES") collectively
                    own not less than two million two hundred and fifty thousand
                    (2,250,000) shares of Preferred Stock (or Common Stock
                    issued upon conversion thereof) (as adjusted for stock
                    splits, stock dividends, consolidations, recapitalizations
                    and similar transactions), one (1) director as mutually
                    agreed upon by OHB and SES;

               -    for so long as PCG Satellite Investments, LLC and its
                    affiliates ("PCG") collectively own not less than four
                    million five hundred thousand (4,500,000) shares of
                    Preferred Stock (or Common Stock issued upon conversion
                    thereof) (as adjusted for stock splits, stock dividends,
                    consolidations, recapitalizations and similar transactions),
                    two (2) directors by PCG and if PCG were to own less than
                    four million five hundred thousand (4,500,000) shares but
                    more than two million two hundred and fifty thousand
                    (2,250,000) shares of Preferred Stock (or Common Stock
                    issued upon conversion thereof) (as adjusted for stock
                    splits, stock dividends, consolidations, recapitalizations
                    and similar transactions), one (1) director by PCG;

               -    for so long as MH Investors Satellite LLC and its affiliates
                    ("MH") collectively own not less than two million two
                    hundred and fifty thousand (2,250,000) shares of Preferred
                    Stock (or Common Stock issued upon conversion thereof) (as
                    adjusted for stock splits, stock dividends, consolidations,
                    recapitalizations and similar transactions), one (1)
                    director by MH; and

               -    if the Investors are entitled to vote their Investor Shares
                    for the election of directors elected by holders of Common
                    Stock, for so long as the Second Amended and Restated Common
                    Stock Voting Agreement, dated December 30, 2005, among the
                    Company and certain holders of the Common Stock shall be
                    effective, for the persons nominated pursuant to such
                    agreement, as it may be amended from time to time.

          (b) A director shall be removed from the Board at the written request
of the Investor (or Investors) which has (have) the right to designate such
director hereunder (but only upon such written request). Unless prohibited by
law, a director who has been elected pursuant to this Section 1.2 may not be
removed unless the Investor who designated such board member has given prior
written consent to such removal.


                                       2



          (c) In the event of any vacancy caused by the death, resignation or
removal of a director who was elected pursuant to this Second Amended and
Restated Preferred Stock Voting Agreement, such vacancy shall be filled only in
accordance with this Section 1.2.

          (d) To the extent that (A) an Investor who is entitled to designate a
director pursuant to Section 1.2(a) has failed to do so and a vacancy has
existed on the Board for a period exceeding sixty (60) days or (B) the right of
an Investor to designate one or more members of the Board pursuant to Section
1.2(a) above has lapsed or terminated by reason of such Investor holding fewer
than the number of Investor Shares required to designate a director, then the
holders of Investor Shares shall vote all of their Investor Shares to elect a
person designated by the holders of a majority of the Preferred Stock to fill
such director position, which person shall be an Independent Director (as such
term is defined by the rules of the New York Stock Exchange), unless holders of
a majority of the Common Stock agree that such person is not required to be an
Independent Director; provided that, any director elected to fill a vacancy
pursuant to this clause 1.2(d) shall be subject to removal and replacement by
the Investor entitled to designate a director to fill such position in
accordance with Section 1.2(a) hereof.

          1.3 Additional Shares. In the event that subsequent to the date of
this Agreement any shares or other securities are issued on, or in exchange for,
any of the Investor Shares by reason of any stock dividend, stock split,
combination of shares, reclassification or the like, such shares or securities
shall be deemed to be Investor Shares, as the case may be, for purposes of this
Agreement.

          1.4 Addition of Investors. The Company shall not issue any Preferred
Stock unless the purchaser of such shares has become a party to this Agreement
by executing and delivering an additional counterpart signature page to this
Agreement. Upon execution of this Agreement by a future purchaser of Preferred
Stock, such purchaser shall be become an "Investor" hereunder" and all shares of
Preferred Stock purchased by such purchaser shall become "Investor Shares" for
purposes of this Agreement.

          1.5 Legend.

          (a) Concurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed, on certificates representing the Investor Shares
the following restrictive legend (the "Legend"):

          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
     AND CONDITIONS OF A PREFERRED STOCK VOTING AGREEMENT WHICH PLACES CERTAIN
     RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON
     ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL
     BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH
     PREFERRED STOCK VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF
     THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
     PRINCIPAL PLACE OF BUSINESS."


                                       3



          (b) The Company agrees that, during the term of this Agreement, it
will not remove, and will not permit to be removed (upon registration of
transfer, reissuance of otherwise), the Legend from any such certificate and
will place or cause to be placed the Legend on any new certificate issued to
represent Investor Shares theretofore represented by a certificate carrying the
Legend.

          1.6 Successors. The provisions of this Agreement shall be binding upon
the successors in interest to any of the Investor Shares. The Company shall not
permit the transfer of any of the Investor Shares on its books or issue a new
certificate representing any of the Investor Shares unless and until the person
to whom such security is to be transferred shall have executed a written
agreement, substantially in the form of this Agreement, pursuant to which such
person becomes a party to this Agreement and agrees to be bound by all the
provisions hereof as if such person were an Investor.

          1.7 Other Rights. Except as expressly provided in this Agreement, the
Investors shall have full voting rights with respect to the Investor Shares in
all matters subject to the approval of the stockholders of the Company.

2.   Termination.

          2.1 This Agreement shall continue in full force and effect from the
date hereof through the earliest of the following dates, on which date it shall
terminate in its entirety:

          (a) the effective time of the closing of a firmly underwritten public
offering of the Common Stock pursuant to a registration statement filed with the
Securities and Exchange Commission, and declared effective under the Securities
Act of 1933, as amended;

          (b) the effective time of the closing of a sale, lease, or other
disposition of all or substantially all of the Company's assets or the Company's
merger into or consolidation with any other corporation or other entity, or any
other corporate reorganization, in which the holders of the Company's
outstanding voting stock immediately prior to such transaction own, immediately
after such transaction, securities representing less than fifty percent (50%) of
the voting power of the corporation or other entity surviving such transaction;

          (c) ten (10) years from the date of this Agreement; or

          (d) upon the vote by Investors holding not less than seventy five
percent (75%) of the outstanding shares of the Series A Preferred Stock and
Series B Preferred Stock, voting as a single class, provided that Ridgewood,
SES, OHB, PCG and MH are among the Investors voting to approve termination (but
only to the extent each remains entitled to elect at least one director pursuant
to Section 1.2).

3.   Miscellaneous.

          3.1 Further Action. If and whenever any Investor Shares are sold, the
selling Investor or the personal representative of such Investor shall do all
things and execute and deliver all documents and make all transfers, and cause
any transferee of such Investor Shares to


                                       4



do all things and execute and deliver all documents, as may be necessary to
consummate such sale consistent with this Agreement.

          3.2 Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to its heirs, personal representatives, or assigns by reason of a failure to
perform any of the obligations under this Agreement and agree that the terms of
this Agreement shall be specifically enforceable. If any party hereto or its
heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party or such personal representative has an adequate remedy at law, and
such person shall not offer in any such action or proceeding the claim or
defense that such remedy at law exists.

          3.3 Governing Law. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws.

          3.4 Amendment or Waiver. This Agreement may be amended (or provisions
of this Agreement waived) only by an instrument in writing signed by the
Investors holding at least two-thirds (2/3) of the outstanding shares of each of
the Series A Preferred Stock and Series B Preferred Stock, voting as separate
classes, with written notice to the Company; provided that the right of any
party to designate a director, and to remove and replace a director may not be
amended or modified unless such amendment or modification is approved by such
party, and provided further, however, that the Company may amend or supplement
this Agreement without the consent of any of the Investors to cure or correct
immaterial errors or omissions (such as typographical errors or the names and
titles of signatories of Investors that are entities or the addition of new
shareholders to Exhibit A) which do not adversely effect the rights of the
Investors, so long as notice of such amendment is provided to all Investors
within ten (10) days thereafter. Any amendment or waiver so effected shall be
binding upon the Company, each of the parties hereto and any assignee of any
such party.

          3.5 Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

          3.6 Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
administrators, executors and other legal representatives.

          3.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.


                                       5



          3.8 Waiver. No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.

          3.9 Attorneys' Fees. In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

          3.10 Notices. Any notices required in connection with this Agreement
shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified; (b) when sent by confirmed facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day; (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written notification of receipt. All notices shall be
delivered or sent to the holder's address appearing on the books of the Company
or at such address as such party may designate by ten (10) days advance written
notice to the other parties hereto.

          3.11 Entire Agreement. This Agreement and the Exhibits hereto, along
with the Purchase Agreement and each of the Exhibits thereto, constitute the
full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.

          3.12 Assignment. No party may assign any of its rights under this
Agreement without the prior written consent of the other parties to this
Agreement; provided, however, that the Investors may assign this Agreement to an
Affiliate (as such term is defined in the Purchase Agreement) without the prior
written consent of the Company and provided further, however, that no assignment
will limit or affect the assignor's obligations hereunder.

          3.13 Effective Time. This Agreement shall come into effect upon the
Initial Closing (as defined in the Convertible Note and Stock Purchase Agreement
dated as of December 30, 2005 between, among others, the Company, PCG and MH
(the "Purchase Agreement").


                                       6



          IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Preferred Stock Voting Agreement as of the date first above written.

                                        ORBCOMM INC.


                                        By: /s/ Jerome B. Eisenberg
                                            ------------------------------------
                                            Jerome B. Eisenberg
                                            Chief Executive Officer

      (Signature Page to Second Amended and Restated Preferred Stock Voting
                                   Agreement)

                     (Counterpart Signature Pages to Follow)


                                       7

THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             R. Bednarek SES
                              (please print)

Notice Address for Investor:
   (please complete)



Signed by: /s/ R. Bednarek
           -----------------------------
Name: R. Bednarek
Title:




THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             Jerome B. Eisenberg
                              (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Jerome B. Eisenberg
           -----------------------------
Name: Jerome B. Eisenberg
Title:




THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30,
2005, AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             SK Partners
                              (please print)

Notice Address for Investor:
   (please complete)



Signed by: /s/ Peter Schiff
           -----------------------------
Name: P.G. Schiff
Title: Gen Partner





THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             Richard K. Webel Trust
                              (please print)

Notice Address for Investor:
                             ------------------------------
   (please complete)
                             ------------------------------

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


Signed by: /s/ Peter Schiff
           -----------------------------
Name: P.G. Schiff
Title:  Trustee





THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             Northwood Ventures LLC
                              (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Henry T. Wilson
           -----------------------------
Name: Henry T. Wilson
Title: Managing Director


THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             Northwood Capital Partners LLC
                              (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Henry T. Wilson
           -----------------------------
Name: Henry T. Wilson
Title: Managing Director





THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.


Name of Investor:             Don Franco
                              (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Don Franco
           -----------------------------
Name: Don Franco
Title:






THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             ORBCOMM Asset Holdings Ltd.
                              (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Don Franco
           -----------------------------
Name:
Title:

THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:             Ridgewood Satellite LLC
                              (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Leslie W. Golden
           -----------------------------
Name: Leslie W. Golden
Title: Managing Director

THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.


Name of Investor:             H. Steininger
                              (please print)

Notice Address for Investor:
   (please complete)




Signed by: /s/ H. Steininger
           -----------------------------
Name:
Title:





THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.


Name of Investor:             OHB Technology AG
                              (please print)

Notice Address for Investor:
                              --------------------------------------
   (please complete)
                              --------------------------------------

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


Signed by: /s/ Marco Fuchs
           -----------------------------
Name:
Title:


THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:              PCG Satellite Investment, LLC
                               (please print)

Notice Address for Investor:
   (please complete)

By: CALPERS/PCG CORPORATE PARTNERS LLC
     A DELAWARE LIMITED LIABILITY COMPANY
 ITS: MANAGING MEMBER

  BY:  PCG CORPORATE PARTNERS INVESTMENTS LLC
   ITS: MANAGER

     BY: PACIFIC CORPORATE GROUP HOLDINGS, LLC
      ITS: MANAGING MEMBER

Signed by: /s/ Tim Kelleher
           -----------------------------
Name:  Tim Kelleher
Title: Managing Director



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:              MH Investors ORBCOMM LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Ronald Gerwig
           -----------------------------
Name: Ronald Gerwig
Title: Asset Treasurer




THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.

Name of Investor:              346 Hillcrest F&F Partner LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Signed by: /s/ Jerome B. Eisenberg
           -----------------------------
Name: Jerome B. Eisenberg
Title:






                                    EXHIBIT A

                                    INVESTORS

                         LIST OF PREFERRED STOCKHOLDERS



                                           SERIES A
                                          PREFERRED
 NAME OF SERIES A PREFERRED STOCKHOLDER     SHARES
 --------------------------------------   ---------
                                       
Albert Nickel                                70,373
A. Alex Porter                              149,402
Arthur Bahr                                  10,553
Bert Cohen                                  117,400
Bukfenc Inc.                                 94,992
Christopher Lust                             21,107
Crystal Lake Partners                        92,201
Daniel Sullivan                              42,213
Denis Nayden                                158,453
Don Franco                                  361,131
Doug Jones                                    9,673
E. Anderson Griswold IRA                     22,867
E. Bulkeley Griswold                         41,343
E. Bulkeley Griswold IRA                      9,673
Edmund B. Greene                             51,015
Elizabeth Steele                             50,666
Estrin New Ventures LLC                     114,875
Eve Chrust, Chrust 2001 Business Trust        5,102
Hans Steininger                              99,542
Hyung-Jin Song                               61,909
Henry Wilson                                 15,834
Hoboken Partners 1 LLC                      106,449
James Higby                                  38,694
Jeffrey Riecker                              11,673
Jerome B. Eisenberg                         333,425
Jerry Kay                                    19,241
Joel Friedman                                 8,802
John Connelly                                50,310
John Levinson                                84,429
Liza Chrust, Chrust 2001 Business Trust       5,102
Marc Eisenberg                               21,108
Marilyn Gordon                               17,941
Mark Sullivan                               182,961
Mary Higgins Clark                          100,257



                                       63



                                       
Michael Friedman                             84,429
Mike Sullivan                                22,868
Miller & Wrubel Asset Company                94,878
Nakoma Investments LLC                      142,499
Northwood Capital Partners LLC              283,123
Northwood Ventures LLC                    1,328,377
Oakwood Capital LLC                          47,494
OHB Technology A.G.                       1,844,314
Patrick A. Clifford                          29,020
Paul Masters IRA                             77,387
Phillip Lodewick                             43,973
Richard K. Webel Trust                       10,553
Ridgewood Satellite LLC                   2,256,856
Robert Loud IRA                               9,673
Robert Schultz                               43,251
Ron & Marilyn Gordon, JTWROS                 17,934
Sagamore Hill Hub Fund Ltd.               1,504,571
SES Global Participations S.A.            3,000,001
Shippan Fund LLC                             29,909
SK Partners                                  42,213
Murray Slimowitz IRA                          9,673
Steven Chrust                                 3,870
Steven Chrust IRA                            30,515
William Jaffe                                40,463
William Vanden Heuvel                        87,394
John & Mary Franco                           34,180
Walter H. Sonnenfeldt                        35,211
Henning Melchers                             25,799
Hans E.W. Hoffmann                           10,744
Emmett Hume IRA                              75,915
David D. Hume                                65,140
Cara L. Hume                                 65,140
Andre-Michael Schultz                        20,337
Mark & Joan Goldstein                        20,000
Emmett Hume                                   5,281
Cynthia Eisenberg                            30,000





                                           SERIES B
                                          PREFERRED
      NAME OF SERIES B STOCKHOLDER          SHARES
      ----------------------------        ---------
                                       
OHB Technology A.G.                         997,270
Ridgewood Satellite LLC                   2,481,389
Northwood Ventures LLC                      416,873



                                       64



                                         
Northwood Capital Partners LLC               79,404
Denis Nayden                                 52,109
Hyung-Jin Song                                  248
Hoboken Partners 1 LLC                       37,220
Mark Sullivan                                60,049
Estrin New Ventures LLC                      12,903
Nakoma Investments LLC                       24,813
Bert Cohen                                   38,461
Bukfenc Inc.                                 12,406
Mary Higgins Clark                           18,610
William Vanden Heuvel                        28,784
Michael Friedman                             27,791
Steven G. Chrust                              1,240
Henning Melchers                             24,813
Albert Nickel                                23,076
Hans Hoffmann                                 3,970
Edmund B. Greene                              4,962
Philip Lodewick                              14,392
Elizabeth Steele                             12,406
SK Partners                                  12,406
E. Bulkeley Griswold                          8,684
William Jaffe                                 6,203
Andre-Michael Schultz                        16,377
Steven Chrust IRA                             9,925
Shippan Fund LLC                              9,677
Mike Sullivan                                 9,925
Christopher Lust                              9,925
Jerry Kay                                     6,203
Murray Slimowitz IRA                          2,977
Liza Chrust, Chrust 2001 Business Trust       1,488
Eve Chrust, Chrust 2001 Business Trust        1,488
Richard K. Webel Trust                        2,481
Arthur Bahr                                   3,473
E. Bulkeley Griswold IRA                      2,481
Robert Loud IRA                               2,977
Marble Arch Group Ltd.                      124,069
346 Hillcrest F & F Partners LLC            248,138
Orbcomm Venture, LLC                        307,692
John D. Curtis Revocable Trust              428,039
Dwaine L. and Cynthia Willet                428,039
Investment Partners of Orlando LLP          117,866
MH Investors Satellite LLC                   24,813
PCG Satellite Investments, LLC               49,627




                                       65

EX-9.2

                                                                     EXHIBIT 9.2

                                  ORBCOMM INC.
               AMENDED AND RESTATED COMMON STOCK VOTING AGREEMENT

          THIS AMENDED AND RESTATED COMMON STOCK VOTING AGREEMENT, dated as of
November 18, 2005 (this "Agreement"), amends the ORBCOMM Inc. Common Stock
Voting Agreement, dated as of February 17, 2004, as amended (the "Original
Agreement"), by and among ORBCOMM Inc., a Delaware corporation (the "Company"),
and the persons and entities signatories thereto and listed on Exhibit A hereto
(individually, an "Investor" and collectively, the "Investors").

          WHEREAS, the Company has authorized the issuance of Series B Preferred
Stock;

          WHEREAS, in connection with the issuance of the Series B Preferred
Stock, the Investors necessary to amend the Original Agreement, but only upon
the issuance of the Series B Preferred Stock, have agreed to amend the Original
Agreement pursuant to Section 3.4 thereof.

          WHEREAS, this Agreement shall only become effective as provided in
Section 3.13.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:

1.   Voting.

          1.1 Investor Shares. Each of the Investors agree to hold all shares of
Common Stock registered in their respective names or beneficially owned by them
as of the date hereof and any and all other shares of Common Stock legally or
beneficially acquired by it after the date hereof (hereinafter collectively
referred to as the "Investor Shares") subject to, and to vote the Investor
Shares in accordance with, the provisions of this Agreement.

          1.2 Election of Directors.

          (a) If the Company shall in good faith determine upon the advice of
counsel that prior approval by the Federal Communications Commission ("FCC") is
required to provide for the election of directors other than as set forth in the
Original Agreement, then prior to such approval the Investors agree to vote all
Investor Shares held by them (at a meeting of stockholders or pursuant to an
action by written consent) so as to elect members of the Company's Board of
Directors as set forth in the Original Agreement.

          (b) After FCC approval (if the Company shall in good faith determine
upon the advice of counsel that prior approval by the FCC is required to provide
for the election of directors other than as set forth in the Original
Agreement), or if the Company determines in good faith upon the advice of
counsel that such approval is not required, the Investors agree to vote all
Investors Shares held by them (at a meeting of stockholders or pursuant to an
action by written consent) so as to elect members of the Company's Board of
Directors as follows:

               (i) Subject to paragraph (c) and (d),



                    (A) for so long as Don Franco and his affiliates
               collectively own no less than five hundred thousand (500,000)
               shares of Common Stock, one director by Don Franco;

                    (B) for so long as Jerome B. Eisenberg and his affiliates
               collectively own no less than five hundred thousand (500,000)
               shares of Common Stock, one director by Jerome B. Eisenberg;

                    (C) for so long as Northwood Ventures LLC and its affiliates
               ("Northwood") collectively own no less than five hundred thousand
               (500,000) shares of Common Stock, one director by Northwood;

                    (D) for so long as OHB Technology AG and its affiliates
               ("OHB") collectively own no less than five hundred thousand
               (500,000) shares of Common Stock, one director by OHB.

               (ii) In addition to the persons listed in paragraph 1.2(b)(i),
          prior to FCC approval for Hans Steininger.

          (c) In the event of any vacancy caused by the death, resignation or
removal of a director who was elected pursuant to this Agreement, such vacancy
shall be filled only in accordance with this Section 1.2.

          (d) To the extent that (A) an Investor who is entitled to designate a
director pursuant to Section 1.2(b)(i) has failed to do so and a vacancy has
existed on the Board for a period exceeding sixty (60) days or (B) the right of
an Investor to designate one or more members of the Board pursuant to Section
1.2(b)(i) above has lapsed or terminated by reason of such Investor holding
fewer than the number of Investor Shares required to designate a director, then
the holders of the Investor Shares shall vote all of their Investor Shares to
elect a person designated by the holders of a majority of the Common Stock to
fill such director position, which such person shall be an Independent Director
(as such term is defined by the rules of the New York Stock Exchange), unless
holders of a majority of the Common Stock agree that such person is not required
to be an Independent Director; provided that, any director elected to fill a
vacancy pursuant to clause 1.2(d)(A) shall be subject to removal and replacement
by the Investor entitled to designate a director to fill such position in
accordance with Section 1.2(b) hereof.

          1.3 Additional Shares. In the event that subsequent to the date of
this Agreement any shares or other securities are issued on, or in exchange for,
any of the Investor Shares by reason of any stock dividend, stock split,
combination of shares, reclassification or the like, such shares or securities
shall be deemed to be Investor Shares, as the case may be, for purposes of this
Agreement.

          1.4 Addition of Investors. The Company shall not issue any Common
Stock unless the purchaser of such shares has become a party to this Agreement
by executing and delivering an additional counterpart signature page to this
Agreement. Upon execution of this Agreement by a future purchaser of Common
Stock, such purchaser shall be become an "Investor" hereunder.


                                       2



          1.5 Legend.

          (a) Concurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed, on certificates representing the Investor Shares
the following restrictive legend (the "Legend"):

          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
     AND CONDITIONS OF A COMMON STOCK VOTING AGREEMENT WHICH PLACES CERTAIN
     RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON
     ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL
     BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH COMMON
     STOCK VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
     CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
     PRINCIPAL PLACE OF BUSINESS."

          (b) The Company agrees that, during the term of this Agreement, it
will not remove, and will not permit to be removed (upon registration of
transfer, reissuance of otherwise), the Legend from any such certificate and
will place or cause to be placed the Legend on any new certificate issued to
represent Investor Shares theretofore represented by a certificate carrying the
Legend.

          1.6 Successors. The provisions of this Agreement shall be binding upon
the successors in interest to any of the Investor Shares. The Company shall not
permit the transfer of any of the Investor Shares on its books or issue a new
certificate representing any of the Investor Shares unless and until the person
to whom such security is to be transferred shall have executed a written
agreement, substantially in the form of this Agreement, pursuant to which such
person becomes a party to this Agreement and agrees to be bound by all the
provisions hereof as if such person were an Investor.

          1.7 Other Rights. Except as expressly provided in this Agreement, the
Investors shall have full voting rights with respect to the Investor Shares in
all matters subject to the approval of the stockholders of the Company.

2.   Termination.

          2.1 This Agreement shall continue in full force and effect from the
date hereof through the earliest of the following dates, on which date it shall
terminate in its entirety:

          (a) the date immediately following the closing of a firmly
underwritten public offering of the Common Stock pursuant to a registration
statement filed with the Securities and Exchange Commission, and declared
effective under the Securities Act of 1933, as amended;

          (b) the date immediately following the closing of a sale, lease, or
other disposition of all or substantially all of the Company's assets or the
Company's merger into or consolidation with any other corporation or other
entity, or any other corporate reorganization, in which the holders of the
Company's outstanding voting stock immediately prior to such transaction own,
immediately after such transaction, securities representing less than fifty
percent (50%) of the


                                       3



voting power of the corporation or other entity surviving such transaction;
provided that this section 2.1 shall not apply to a merger effected exclusively
for the purpose of changing the domicile of the Company; or

          (c) ten (10) years from the date of this Agreement.

          (d) upon the vote by Investors holding not less than seventy five
percent (75%) of the outstanding Common Stock, provided that Don Franco and his
affiliates, Jerome B. Eisenberg and his affiliates, Northwood and OHB each are
among the group of Investors seeking the termination, (but only to the extent
each remains entitled to elect a director).

3.   Miscellaneous.

          3.1 Further Action. If and whenever any Investor Shares are sold, the
selling Investor or the personal representative of such Investor shall do all
things and execute and deliver all documents and make all transfers, and cause
any transferee of such Investor Shares to do all things and execute and deliver
all documents, as may be necessary to consummate such sale consistent with this
Agreement.

          3.2 Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to its heirs, personal representatives, or assigns by reason of a failure to
perform any of the obligations under this Agreement and agree that the terms of
this Agreement shall be specifically enforceable. If any party hereto or its
heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party or such personal representative has an adequate remedy at law, and
such person shall not offer in any such action or proceeding the claim or
defense that such remedy at law exists.

          3.3 Governing Law. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to principles of conflicts of laws.

          3.4 Amendment or Waiver. This Agreement may be amended (or provisions
of this Agreement waived) only by an instrument in writing signed by the
Investors holding at least two-thirds (2/3) of the outstanding shares of Common
Stock, with written notice to the Company; provided that the right of any party
to designate a director, and to remove and replace a director may not be amended
or modified unless such amendment or modification is approved by such party, and
provided further, however, that the Company may amend or supplement this
Agreement, without the consent of any of the Investors to cure or correct
immaterial errors or omissions (such as typographical errors or the names and
titles of signatories of Investors that are entities or the addition of new
shareholders to Exhibit A) which do not adversely effect the rights of
Investors, so long as notice of such amendment is provided to all Investors
within ten (10) days thereafter. Any amendment or waiver so effected shall be
binding upon the Company, each of the parties hereto and any assignee of any
such party.

          3.5 Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such


                                       4



invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.

          3.6 Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
administrators, executors and other legal representatives.

          3.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.

          3.8 Waiver. No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.

          3.9 Attorneys' Fees. In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

          3.10 Notices. Any notices required in connection with this Agreement
shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified; (b) when sent by confirmed facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day; (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written notification of receipt. All notices shall be
delivered or sent to the holder's address appearing on the books of the Company
or at such address as such party may designate by ten (10) days advance written
notice to the other parties hereto.

          3.11 Entire Agreement. This Agreement and the Exhibits hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof and no party shall be liable or
bound to any other in any manner by any representations, warranties, covenants
and agreements except as specifically set forth herein and therein.

          3.12 Assignment. Each of the Investors may assign its rights under
this Agreement to an affiliate, provided the Company is, within a reasonable
time after such assignment, furnished with written notice of the name and
address of such assignee; provided, however, that the Company acknowledges that
ORBCOMM Holdings LLC has assigned the Common Stock owned by it to its members,
subject to certain conditions; and provided further, however, that no member of
ORBCOMM Holdings LLC shall have any rights hereunder unless a signatory hereto.


                                       5



          3.13 Effective Date. This Agreement shall only come into effect upon
the issuance of Series B Preferred Stock by the Company. For the avoidance of
doubt, the Original Agreement shall remain operative until the issuance of
Series B Preferred Stock by the Company.

          IN WITNESS WHEREOF, the parties hereto have executed this Common Stock
Voting Agreement as of the date first above written.

                                        ORBCOMM INC.


                                        By: /s/ Jerome B. Eisenberg
                                            ------------------------------------
                                            Jerome B. Eisenberg
                                            Chief Executive Officer

                 Signature Page to Common Stock Voting Agreement

                     (Counterpart Signature Pages to Follow)


                                       6


     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              DWAINE L. AND CYNTHIA WILLETT
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Dwaine L. Willett
           /s/ Cynthia Willett
           --------------------------
Name: DWAINE L. AND CYNTHIA WILLETT
Title: Title Illegible


                                       7



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              WILLIAM J. VANDEN HEUVEL
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ William J. Vanden Heuvel
           ----------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       8



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Mark Sullivan
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Mark Sullivan
           --------------------------
Name: Mark Sullivan
Title:
       ------------------------------


                                       9



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Elizabeth T. Steele
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:
                               --------------------------


Signed by: /s/ Elizabeth T. Steele
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       10



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Walter H. Sonnenfeldt
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Walter H. Sonnenfeldt
           --------------------------
Name: Walter H. Sonnenfeldt
Title:
       ------------------------------


                                       11



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Hyung Jin Song
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Hyung Jin Song
           --------------------------
Name: Hyung Jin Song
Title:
       ------------------------------


                                       12



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              SK Partners
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Peter G. Schiff
           --------------------------
Name: Peter G. Schiff
Title: Managing General Partner


                                       13



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Shippan Fund LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Steven Chrust
           --------------------------
Name: Steven Chrust
Title: Manager


                                       14



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Andre-Michael Schultz
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Andre-Michael Schultz
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       15



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Ridgewood Satellite LLC
                               c/o Ridgewood Venture Management Corp.
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/Robert L. Gold
           --------------------------
Name: Robert L. Gold
Title: President


                                       16


  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
          VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
                BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Richard K. Webel Trust
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: Trustee


                                       17



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
       STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
                BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              ORBCOMM Venture, LLC.
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Jeffrey I. Brodlieb
           -----------------------------
Name: Jeffrey I. Brodlieb
Title: As Attorney in Fact for
       Steven G. Chrust, Managing Member
       of Centripetal Management, LLC,
       Manager of ORBCOMM Venture, LLC


                                       18



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
       STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
                BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Orbcomm Asia Ltd.
                               (please print)

Notice Address for Investor:
   (please complete)



Facsimile:


Signed by: /s/ Hyung Jin Song
           -----------------------------
Name: Hyung Jin Song
Title: CEO


                                       19



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
       STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
                BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              OHB Technology AG
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Marco Fuchs
           -----------------------------
Name: MARCO FUCHS
Title: CEO


                                       20



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
       STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
                BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Northwood Ventures LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: President


                                       21



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
       STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
  COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
                BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Northwood Capital Partners LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: Peter G. Schiff
Title: President


                                       22



    THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
               BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Albert G. Nickel
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Albert G. Nickel
           -----------------------------
Name: Albert G. Nickel
Title: Owner


                                       23



    THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
               BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Denis J. Nayden
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Denis J. Nayden
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                       24



    THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
               BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Nakoma Investments, LLC
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Stephen Smith
           -----------------------------
Name: Stephen Smith
Title: VP


                                       25



    THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
               BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Murray Slimowitz IRA
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Murray Slimowitz
           -----------------------------
Name:
Title:
       ---------------------------------


                                       26



    THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
 COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
               BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              H. MELCHERS
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ H. Melchers
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                       27


  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Christopher Lust
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Christopher Lust
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                       28



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Philip H. Lodewick
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Philip Lodewick
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                       29



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Robert Loud IRA
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Robert Loud
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                       30



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Liza Chrust 2001 Chrust Business Trust
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Steven Chrust
           -----------------------------
Name: Steven Chrust
Title: TTEE


                                       31



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Korea Orbcomm Ltd.
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Hyung Jin Song
           -----------------------------
Name: Hyung Jin Song
Title: CEO


                                       32



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Jerry Kay
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Jerry Kay
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                       33



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              John D. Curtis Renewable Trust
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ John D. Curtis
           -----------------------------
Name: JOHN D. CURTIS
Title: Trustee


                                       34



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              WILLIAM L. JAFFE
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:
                               -----------------


Signed by: /s/ William L. Jaffe
           -----------------------------
Name: WILLIAM L. JAFFE
Title:
       ---------------------------------


                                       35



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              INVESTMENT PARTNERS OF ORLANDO, LLP
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Gene Josephs
           -----------------------------
Name: Gene Josephs
Title: PRESIDENT


                                       36



  THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
   VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
                        INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              346 Hillcrest F&F Partners LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Jerome B. Eisenberg
           -----------------------------
Name: Jerome B. Eisenberg
Title: Managing Member


                                       37


        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              HANS HOFFMANN
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Hans Hoffmann
           -------------------------------------
Name:
      ------------------------------------------
Title:
       -----------------------------------------


                                       38



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              E. Bulkeley Griswold
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ E. Bulkeley Griswold
           -----------------------------------
Name: E. Bulkeley Griswold
Title:
       ---------------------------------------


                                       39



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Edmund B. Greene
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/  Edmund B. Greene
           -----------------------------------
Name: Edmund B. Greene
Title:
       ---------------------------------------


                                       40



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Michael Friedman
                               (please print)

Notice Address for Investor:
      (please complete)

Facsimile:


Signed by: /s/ Michael Friedman
           -------------------------------
Name:
      ------------------------------------
Title:
       -----------------------------------


                                       41



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              JOHN FRANCO MARY FRANCO
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:



Signed by: /s/ John Franco /s/ Mary Franco
           ----------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


                                       42



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Don Franco
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Don Franco
           ----------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


                                       43



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Eve Chrust 2001 Chrust Business Trust
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Steven Chrust
           -------------------------------------
Name: Steven Chrust
Title: Trustee


                                       44



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              ESTRIN NEW VENTURES II, LLC
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Melvyn J. Estrin
           ------------------------------------
Name: MELVYN J. ESTRIN
Title: MANAGING MEMBER


                                       45



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Jerome B. Eisenberg
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Jerome B. Eisenberg
           -----------------------------------
Name: Jerome B. Eisenberg
Title: Chief Executive Officer


                                       46



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              RBC Dain FBO:
                               E. Bulkeley Griswold IRA
                               (please print)

Notice Address for Investor:
   (please complete)



Facsimile:

            RBC Dain Rauscher, Inc., as custodian
Signed by: /s/ Mary Anne Grindatti
           ------------------------------------
Name: Mary Anne Grindatti
Title: Managing Director


                                       47



        THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
     COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
         THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
      FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              BERT R. COHEN
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:



Signed by: /s/ Bert R. Cohen
           ----------------------------------
Name:
      ---------------------------------------
Title: OWNER


                                       48


     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              MARY HIGGINS CLARK
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Mary Higgins Clark
           --------------------------
Name: MARY HIGGINS CLARK
Title:
       ------------------------------


                                       49



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              STEVEN G. CHRUST, IRA
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Steven Chrust
           --------------------------
Name: STEVEN CHRUST
Title:
       ------------------------------


                                       50



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Steven Chrust
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:


Signed by: /s/ Steven Chrust
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       51



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              Bukfenc Inc.
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Andrew Gaspar
           --------------------------
Name: ANDREW GASPAR
Title: President


                                       52



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              ARTHUR S. BAHR
                               (please print)

Notice Address for Investor:
   (please complete)

Facsimile:


Signed by: /s/ Arthur S. Bahr
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       53



     THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
      STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
    COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
            2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.

Name of Investor:              MARBLE ARCH GROUP LIMITED
                               (please print)

Notice Address for Investor:
   (please complete)


Facsimile:

For and on behalf of
ASPIRE INTERNATIONAL INC.

Signed by: /s/ Signature Illegible
           --------------------------
Name:
      -------------------------------
Title: ASPIRE INTERNATIONAL INC.
       DIRECTOR

                                       54



                                    EXHIBIT A

                                    INVESTORS



                  NAME                     COMMON SHARES
                  ----                     -------------
                                        
John & Mary Franco, Tenants in Common          325,820
Don Franco                                   1,408,766
Jerome B. Eisenberg                            622,019
OHB Technology A.G.                          1,182,100
Liquidating Trust of Orbcomm Global L.P.       500,000
ORBCOMM Asset Holdings Ltd.                  1,714,526
Orbcomm Asia Limited                         1,179,882
Walter H. Sonnenfeldt                           69,041
Miller & Wrubel Asset Company                   60,035
ORBCOMM Deutschland A.G.                       114,835
Hyung-Jin Song                                 201,087
James Eagan                                     90,804
Northwood Ventures LLC                         255,151
Northwood Capital Partners LLC                  45,027
Hans Steininger                                165,097
Gruenwald Equity Partners GmbH                 120,071
Henning Melchers                                90,053
Andre-Michael Schultz                           30,018
Harald D. Berghoefer                            90,053
Hans E. W. Hoffmann                             60,035
Korea Orbcomm Ltd.                              97,965
Kenneth Rind                                    64,516
Transport International Pool, Inc.              48,125



                                       55

EX-10.1

                                                                    EXHIBIT 10.1

                                      *** TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(3),
                                          200.80(b)(4) and 230.406

                                         
SOLICITATION, OFFER AND AWARD               1. THIS CONTRACT IS A RATED ORDER      RATING      PAGE 1 OF 5 PAGES
                                               UNDER DPAS (15 CRF 700)

2. CONTRACT NUMBER  3. SOLICITATION NUMBER  4. SOLICITATION TYPE  5. DATE ISSUED  6. REQUISITION/PURCHASE NUMBER
HSCG23-04-C-ADA001  HSCG23-04-R-ADA001      [ ] SEALED BID (IFB)
                                            [X] NEGOTIATED BID (RFP)  04/15/2004      2404234ADA001

7. ISSUED BY  CODE  234                          8. ADDRESS OFFER TO (If other than Item 7)

COMMANDANT (G-ACS-4) USCG HQ
2100 2ND ST S.W. RM 5212
WASHINGTON DC 205930001

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder"

                                                  SOLICITATION

9. Sealed offers in original and ___________ copies for furnishing the supplies or services in the Schedule will
be received at the place specified in Item 8, or if

  hand carried, in the depository located in ________________________, until ____________________ local time
_______________________                                                             (Hour)
         (Date)

CAUTION: LATE Submissions, Modifications and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All
offers are subject to all terms and conditions contained in this solicitation.

   10. FOR     A. NAME                 B. TELEPHONE (NO COLLECT CALLS)  C. E-MAIL ADDRESS
 INFORMATION                           -------------------------------
     CALL      LINDA DEARING           AREA CODE   NUMBER       EXT.    ldearing@comdt.uscg.mil
                                          202     267-0227

                                              11. TABLE OF CONTENTS

[X]  SEC.  DESCRIPTION                          PAGE(S)  [X]  SEC.  DESCRIPTION                               PAGE(S)

     PART I - THE SCHEDULE                                    PART II - CONTRACT CLAUSES

[X]    A   SOLICITATION/CONTRACT FORM              3     [X]    I   CONTRACT CLAUSES                              8
[X]    B   SUPPLIES OR SERVICES AND PRICE/COST     1          PART III - LIST OF DOCUMENTS,
                                                              EXHIBITS AND  OTHER ATTACH.
[X]    C   DESCRIPTION/SPECS./WORK STATEMENT       8     [X]    J   LIST OF ATTACHMENTS                          31
[X]    D   PACKAGING AND MARKING                   1          PART IV - REPRESENTATIONS AND
                                                              INSTRUCTIONS
[X]    E   INSPECTION AND ACCEPTANCE               1     [ ]    K   REPRESENTATIONS, CERTIFICATIONS AND
                                                                    OTHER STATEMENTS OF OFFERORS
[X]    F   DELIVERIES OR PERFORMANCE               1
[X]    G   CONTRACT ADMINISTRATION DATA            2     [ ]    L   INSTR., CONDS., AND NOTICES TO OFFERORS
[X]    H   SPECIAL CONTRACT REQUIREMENTS           1     [ ]    M   EVALUATION FACTORS FOR AWARD


                                   OFFER (MUST BE FULLY COMPLETED BY OFFEROR)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance
Period.

12.  In compliance with the above, the undersigned agrees. If this offer is accepted within ___________________
     calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for
     receipt of offers specified above, to furnish any or all Items upon which prices are offered at the price
     set opposite each Item, delivered at the designated point(s), within the time specified in the schedule.

13.  DISCOUNT FOR PROMPT     10 CALENDAR DAYS (%)  20 CALENDAR DAYS (%)  30 CALENDAR DAYS (%)  CALENDAR DAYS (%)
     PAYMENT
     (See Section I, Clause
     No. 52-232-8)

14.  ACKNOWLEDGMENT OF              AMENDMENT NO.              DATE             AMENDMENT NO.           DATE
     AMENDMENTS
     (The offeror            __________________________  ________________  ______________________  _____________
     acknowledges receipt    __________________________  ________________  ______________________  _____________
     of amendments to the
     SOLICITATION for
     offerors and related
     documents numbered and
     dated):

                   CODE      146118901  FACILITY  16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER
15A. NAME                                         (Type or print)     Jerome B. Eisenberg
     AND      Sub:                                                    Chief Executive Officer
     ADDRESS  ORBCOMM, INC
     OF       Attn: Jerome Eisenberg
     OFFEROR  21700 Atlantic Blvd
              Dulles VA 22102

15B. TELEPHONE NUMBER          15C. CHECK IF REMITTANCE ADDRESS IS  17. SIGNATURE       18. OFFER DATE
- -------------------------  [ ] DIFFERENT FROM ABOVE - ENTER SUCH    /s/ Jerome B. Eisenberg May 20, 2004
AREA CODE   NUMBER   EXT.      ADDRESS IN SCHEDULE.
   703     433-6300

                                      AWARD (TO BE COMPLETED BY GOVERNMENT)

19. ACCEPTED AS TO ITEMS NUMBERED    20. AMOUNT         21. ACCOUNTING AND APPROPRIATION
                                     $7,806,475.00      See schedule

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:    23. SUBMIT INVOICES TO ADDRESS SHOWN IN    ITEM
[ ] 10 U.S.C. 2304(c) (___) [X] 41 U.S.C. 253(c) (1___)          (4 copies unless otherwise specified)       7

24. ADMINISTERED BY (If other than Item 7)       CODE 234        25. PAYMENT WILL BE MADE BY      CODE       234
See schedule G                                                   See schedule G

26. NAME OF CONTRACTING OFFICER (Type or print)                  27. UNITED STATES OF AMERICA     28. AWARD DATE
LINDA B. DEARING                                                                                  05/20/2004
                                                                  /s/ Linda B. Dearing
                                                                  -------------------
                                                                 (Signature of Contracting
                                                                 Officer)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written
notice.

AUTHORIZED FOR LOCAL REPRODUCTION                                                   STANDARD FORM 33 (REV. 9-87)
Previous edition is unusable                                          Prescribed by GSA - FAR (48 CFR) 53.214(c)







CONTINUATION SHEET     REFERENCE NO. OF DOCUMENT BEING               PAGE 2 OF 5
                       CONTINUED HSCG23-04-C-ADA001


NAME OF OFFEROR OR CONTRACTOR
ORBCOMM, INC.



ITEM NO.                       SUPPLIES/SERVICES                      QUANTITY   UNIT    UNIT PRICE       AMOUNT
  (A)                                (B)                                 (C)      (D)        (E)            (F)
- --------                       -----------------                      --------   ----   ------------   ------------
                                                                                        
           This is a firm-fixed price contract with optional items.
           Admin Office:
              COMMANDANT (G-ACS-4) USCG HQ
              2100 2ND ST S.W. RM 5212
              WASHINGTON DC 205930001
           Mail Invoice To:
              COMMANDANT (G-ACS-4) USCG HQ
              2100 2ND ST S.W. RM 5212
              WASHINGTON DC 205930001
           FOB: Destination
           Discount Terms:
                 Net 30
           Period of Performance: 05/20/2004 to 05/19/2009

  00001    All work associated with the Concept Validation Payload      1.00      JB    7,105,564.00   7,105,564.00
           through launch IAW the attached statement of work and
           the contractor's proposal (Revision D) dated 19 May 2004
           Period of Performance for this CLIN is 20 May 2004
           through 31 December 2006
           Obligated Amount: $7,105,564.00
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

  00002    Operational evaluation and maintenance of the Concept        1.00      JB      380,068.00     380,068.00
           Validation Payload after launch IAW the attached
           statement of work and the contractor's proposal
           (Revision D) dated 19 May 2004 Period of Performance for
           this CLIN is 1 January 2005 through 31 December 2006
           Obligated Amount: $380,068.00
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK

 00002A    Recurring Service (Base Period)
           Option 1 - Low Usage IAW the attached statement of work      1.00      JB      198,000.00     198,000.00
           and the contractor's proposal (Revision D) dated 19 May
           2004
           Period of Performance for this CLIN is 31 October 2005
           through 31 December 2006

           SUBCLIN PRICE: $198,000
           Obligated Amount: $198,000.00
           Continued...


                                                        OPTIONAL FORM 336 (4-56)
                                                                Sponsored by GSA
                                                             FAR (48 CFR) 53 110



CONTINUATION SHEET     REFERENCE NO. OF DOCUMENT BEING               PAGE 3 OF 5
                       CONTINUED HSCG23-04-C-ADA001


NAME OF OFFEROR OR CONTRACTOR
ORBCOMM, INC.



ITEM NO.                       SUPPLIES/SERVICES                      QUANTITY   UNIT    UNIT PRICE       AMOUNT
   (A)                                (B)                                (C)      (D)       (E)             (F)
- --------                       -----------------                      --------   ----   ------------   ------------
                                                                                        
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF. TASK-

 00002B    Recurring Service (Base Period)                              1.00      JB
           Option 2 - Medium Usage IAW the attached statement of
           work and the contractor's proposal (Revision D) dated 19
           May 2004
           Period of Performance for this CLIN (if exercised) is 31
           October 2005 through 31 December 2006

           SUBCLIN PRICE: $396,000
           Amount: $0.00 (Option Line Item)
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

 00002C    Recurring Service (Base Period)                              1.00      JB
           Option 3 - High Usage IAW the attached statement of work
           and the contractor's proposal (Revision D) dated 19 May
           2004
           Period of Performance for this CLIN (if exercised) is 31
           October 2005 through 31 December 2006

           SUBCLIN PRICE: $594,000
           Amount: $0.00 (Option Line Item)
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

  00003    All work associated with the Design of the AIS portion       1.00      JB      122,843.00     122,843.00
           of the planned ORBCOMM constellation replenishment
           satellites IAW the attached statement of work and the
           contractor's proposal (Revision D) dated 19 May 2004
           Period of Performance for this CLIN is 20 May 2004
           through 31 December 2004

           Obligated Amount: $122,843.00
           Accounting Info:
           2A6K  099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK

           Continued...


                                                        OPTIONAL FORM 336 (4-56)
                                                                Sponsored by GSA
                                                             FAR (48 CFR) 53 110



CONTINUATION SHEET     REFERENCE NO. OF DOCUMENT BEING               PAGE 4 OF 5
                       CONTINUED HSCG23-04-C-ADA001


NAME OF OFFEROR OR CONTRACTOR
ORBCOMM, INC.



ITEM NO.                       SUPPLIES/SERVICES                      QUANTITY   UNIT    UNIT PRICE       AMOUNT
   (A)                                (B)                                (C)      (D)        (E)            (F)
- --------                       -----------------                      --------   ----   ------------   ------------
                                                                                        
  00004    OPTION: Operational evaluation and maintenance of the        1.00      JB
           Concept Validation Payload after launch IAW the attached
           statement of work (one-year optional period) and the
           contractor's proposal (Revision D) dated 19 May 2004
           Period of Performance for this CLIN (if exercised) is 1
           January 2007 through 31 December 2007

           CLIN PRICE: $397,913
           Amount: $0.00 (Option Line Item)
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

 00004A    Recurring Service (Option Year)                              1.00      JB
           Option 1-Low Usage IAW the attached statement of work
           and the contractor's proposal (Revision D) dated 19 May
           2004
           Period of Performance for this CLIN (if exercised) is 1
           January 2007 through 31 December 2007

           SUBCLIN PRICE: $198,000
           Amount: $0.00 (Option Line Item)
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

 00004B    Recurring Service (Option Year)                              1.00      JB
           Option 2 - Medium Usage IAW the attached statement of
           work and the contractor's proposal (Revision D) dated 19
           May 2004
           Period of Performance for this CLIN (if exercised) is 1
           January 2007 through 31 December 2007

           SUBCLIN PRICE: $396,000
           Amount: $0.00 (Option Line Item)
           Accounting Info:
           2A6K 099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

  0004C    Recurring Service (Option Year)                              1.00      JB
           Option 3 - High Usage IAW the attached statement of work
           and the contractor's proposal (Revision D) dated 19 May
           2004
           Period of Performance for this CLIN (if Continued...


                                                        OPTIONAL FORM 336 (4-56)
                                                                Sponsored by GSA
                                                             FAR (48 CFR) 53 110



CONTINUATION SHEET     REFERENCE NO. OF DOCUMENT BEING               PAGE 5 OF 5
                       CONTINUED HSCG23-04-C-ADA001


NAME OF OFFEROR OR CONTRACTOR
ORBCOMM, INC.



ITEM NO.                       SUPPLIES/SERVICES                      QUANTITY   UNIT    UNIT PRICE       AMOUNT
   (A)                                (B)                                (C)      (D)        (E)            (F)
- --------                       -----------------                      --------   ----   ------------   ------------
                                                                                        
           exercised) is 1 January 2007 through 31 December 2007

           SUBCLIN PRICE: $594,000
           Amount: $0.00 (Option Line Item)
           Accounting Info:
           2A6K  099000465001-70372-255F-MDA/ORBCOMM-DEF.
           TASK-

           The total ceiling of this contract is $8,994,475, which
           includes CLINS 0001, 0002, 0002C (the highest priced
           SUBCLIN in the 0002 series), 0003, 0004, and 0004C (the
           highest priced SUBCLIN in the 0004 series).

           Total amount of award: $7,806,475.00. The obligation for
           this award is shown in box 20.


                                                        OPTIONAL FORM 336 (4-56)
                                                                Sponsored by GSA
                                                             FAR (48 CFR) 53 110



                              PART I - THE SCHEDULE

                     SECTION B - SUPPLIES OR SERVICES/PRICES

B.1 SUPPLIES OR SERVICES

This contract is to obtain Contractor technical capability and management
support services to develop the capability to receive, process and forward the
Automatic Identification System (AIS) signal via spacecraft and their associated
ground systems in accordance with the Statement of Work (SOW) in Section C. The
Contractor is responsible for providing all facilities, materials, equipment,
and labor unless otherwise directed in the SOW.

B.2 This contract is a firm-fixed price contract.

B.3 See page 2 of the SF 33 for the Contract Line Items and Prices.



                              PART I - THE SCHEDULE
            SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

      CONTRACTOR TECHNICAL CAPABILITY AND MANAGEMENT SUPPORT SERVICES FOR
              US COAST GUARD AUTOMATIC IDENTIFICATION SYSTEM (AIS)

1.0     GENERAL.

1.1     SCOPE.  [***]

1.2     BACKGROUND.  [***]

1.3     CONTRACTOR PERSONNEL.  [***]

1.4     KEY PERSONNEL.  [***]

1.5     SECURITY.  [***]

1.6     PERIOD OF PERFORMANCE.  [***]

1.7     PLACE OF PERFORMANCE.  [***]

1.8     HOURS OF OPERATION.  [***]

1.9     TRAVEL.  [***]

1.10    KICK-OFF MEETING.  [***]

1.11    PROJECT PLAN.  [***]

1.12    PROGRESS REPORTS.  [***]

1.13    PROGRESS MEETINGS.  [***]

1.14    GENERAL REPORT REQUIREMENTS.  [***]

1.15    INTELLECTUAL PROPERTY.  [***]

1.16    TELECOMMUNICATIONS LAWS.  [***]

2.0     GOVERNMENT TERMS & DEFINITIONS.  [***]

3.0     GOVERNMENT FURNISHED PROPERTY.  [***]

4.0     CONTRACTOR FURNISHED PROPERTY.  [***]

5.0     REQUIREMENTS.

5.1     PROGRAM DEFINITION  [***]

5.2     FEASIBILITY STUDY  [***]

5.3     IMPACT ANALYSIS  [***]

5.4     AIS SECONDARY SPACECRAFT PAYLOAD  [***]

5.5     DESCRIPTION OF RECEIVER/PROCESSOR.  [***]

5.6     CHANGES FROM A STANDARD COMMUNICATIONS SATELLITE PAYLOAD  [***]

5.7     SATELLITE MODIFICATIONS FOR AIS  [***]

5.8     SATELLITE GATEWAY MODIFICATIONS FOR AIS  [***]

5.9     ONGOING SUPPORT, OPERATIONS AND MAINTENANCE  [***]

5.10    RECURRING SERVICE  [***]

6.0     REFERENCES.  [***]

7.0     DELIVERABLES.  [***]

                        SECTION D - PACKAGING AND MARKING

D.1. MARKING

The Contractor submitted to the Contracting Officer or the Contracting Officer's
Representative shall clearly indicate the Contract Number of the contract for
which the information is being submitted.

D.2 PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information including forms, reports,
etc., to the Contracting Officer or the Contracting Officer's Representative
shall be paid by the Contractor.

                              PART I - THE SCHEDULE
                      SECTION E - INSPECTION AND ACCEPTANCE

E.1 52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996)

                      SECTION F - DELIVERIES OR PERFORMANCE

F.1 52.242-15 STOP-WORK ORDER. (AUG 1989)

F.2 PERIOD OF PERFORMANCE. The period of performance is from 20 May 2004 through
19 May 2009.

F.3 OPTION TO EXTEND THE TERM OF THE CONTRACT. This contract also includes one
optional year for continued services for the evaluation and maintenance of the
Concept Validation Payment. This option will be exercised unilaterally in
accordance with FAR Clause 52.217-9, Option to Extend the Term of the Contract.

F.4 OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM. This contract
also includes separately priced line items for optional data usage for recurring
low, medium, and high usage for two separate periods. These optional items will
be exercised unilaterally in accordance with FAR Clause 52.217-7, Option for
Increased Quantity--Separately Priced Line Item. If there is a need to change
from a lower usage option upwardly within any period, a pro rated price will be
negotiated before the change is made.

                    SECTION G - CONTRACT ADMINISTRATION DATA

G.1 THE ROLE OF GOVERNMENT PERSONNEL AND RESPONSIBILITY FOR CONTRACT
ADMINISTRATION

Contracting Officer: The Contracting Officer has the overall responsibility for
the administration of this contract. She alone, without delegation, is
authorized to take actions on behalf of the Government to amend, modify or
deviate from the contract terms, conditions, requirements, specifications,
details and/or delivery schedules. However, she may delegate certain other
responsibilities to his authorized representative. The Contracting Officer's
Technical Representative (COTR) will be assigned after award of the contract.
The Contractor will receive a notification letter identifying the COTR.

G.2 ADDRESS OF CORRESPONDENCE



All correspondence except as otherwise specified shall be directed to the
Contracting Officer at the address shown on the SF 33 in block 7.

G.3 PAYMENT INFORMATION

The Data Universal Numbering System (DUNS) number is the primary identifier in
Central Contractor Registration (CCR). Contractors are located and identified by
their DUNS number. To facilitate payment, it is in the contractor's best
interest to ensure that the CCR is updated at all times.

G.4 INVOICES

Invoices should be submitted to the Contracting Officer in accordance with the
Payment clauses in this contract to the address that is shown on the SF 33 in
block 7.

The Contractor may invoice on a monthly basis in accordance with FAR Clause
52.232-16 Progress Payments. The contractor shall support invoices with weekly
progress reports or other means as necessary.

                    SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 In accordance with the Federal Acquisition Regulations, Section K,
Representations, Certifications, and Other Statement of Offerors (as completed
by the Contractor) shall be deeded incorporated by reference in the contract.



                           PART II - CONTRACT CLAUSES
                          SECTION I - CONTRACT CLAUSES

52.202-1 DEFINITIONS. (DEC 2001)

52.203-3 GRATUITIES. (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES. (APR 1984)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT. (JUL 1995)

52.203-7 ANTI-KICKBACK PROCEDURES. (JUL 1995)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER
ACTIVITY. (JAN 1997)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY. (JAN 1997)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. (JUN
2003)

52.204-2 SECURITY REQUIREMENTS. (AUG 1996)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER. (AUG 2000)

52.204-7 CENTRAL CONTRACTOR REGISTRATION. (OCT 2003)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT. (JUL 1995)

52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 1999)

52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT. (OCT 1997)

52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. (OCT 1997)

52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - MODIFICATIONS.
(OCT 1997)

52.215-12 SUBCONTRACTOR COST OR PRICING DATA. (OCT 1997)

52.215-13 SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS. (OCT 1997)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS. (JAN 2004)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB)
OTHER THAN PENSIONS. (OCT 1997)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES. (OCT 1997)

     (a) The Contractor shall make the following notifications in writing:

     (1) When the Contractor becomes aware that a change in its ownership has
     occurred, or is certain to occur, that could result in changes in the
     valuation of its capitalized assets in the accounting records, the
     Contractor shall notify the Administrative Contracting Officer (ACO) within
     30 days.

     (2) The Contractor shall also notify the ACO within 30 days whenever
     changes to asset valuations or any other cost changes have occurred or are
     certain to occur as a result of a change in ownership.

     (b) The Contractor shall -



     (1) Maintain current, accurate, and complete inventory records of assets
     and their costs;

     (2) Provide the ACO or designated representative ready access to the
     records upon request;

     (3) Ensure that all individual and grouped assets, their capitalized
     values, accumulated depreciation or amortization, and remaining useful
     lives are identified accurately before and after each of the Contractor's
     ownership changes; and

     (4) Retain and continue to maintain depreciation and amortization schedules
     based on the asset records maintained before each Contractor ownership
     change.

     (c) The Contractor shall include the substance of this clause in all
     subcontracts under this contract that meet the applicability requirement of
     FAR 15.408(k).

(End of clause)

52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST
OR PRICING DATA -MODIFICATIONS. (OCT 1997)

52.217-7 OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR 1989

The Government may require the delivery of the numbered line item, identified in
the Schedule as an option item, in the quantity and at the price stated in the
Schedule. The Contracting Officer may exercise the option by written notice to
the Contractor within 60 days. Delivery of added items shall continue at the
same rate that like items are called for under the contract, unless the parties
otherwise agree.

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES. (NOV 1999)

The Government may require continued performance of any services within the
limits and at the rates specified in the contract. These rates may be adjusted
only as a result of revisions to prevailing labor rates provided by the
Secretary of Labor. The option provision may be exercised more than once, but
the total extension of performance hereunder shall not exceed 6 months. The
Contracting Officer may exercise the option by written notice to the Contractor
within 30 days unless otherwise mutually agreed upon.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

     (a) The Government may extend the term of this contract by written notice
     to the Contractor within 30 days unless otherwise mutually agreed upon;
     provided that the Government gives the Contractor a preliminary written
     notice of its intent to extend at least 60 days [60 days unless a different
     number of days is inserted] before the contract expires. The preliminary
     notice does not commit the Government to an extension.

     (b) If the Government exercises this option, the extended contract shall be
     considered to include this option clause.

     (c) The total duration of this contract, including the exercise of any
     options under this clause, shall not exceed 3 years 9 months.

(End of clause)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES. (FEB 1999)

52.222-26 EQUAL OPPORTUNITY. (APR 2002)

52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE
VIETNAM ERA, AND OTHER ELIGIBLE VETERANS. (DEC 2001)



52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES. (JUN 1998)

52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE
VIETNAM ERA, AND OTHER ELIGIBLE VETERANS. (DEC 2001)

52.223-6 DRUG-FREE WORKPLACE. (MAY 2001)

52.223-14 TOXIC CHEMICAL RELEASE REPORTING. (AUG 2003)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (JAN 2004)

52.225-16 SANCTIONED EUROPEAN UNION COUNTRY SERVICES. (FEB 2000)

52.227-1 AUTHORIZATION AND CONSENT. (JUL 1995)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (AUG
1996)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS. (JUN 1987)

52.229-4 FEDERAL, STATE, AND LOCAL TAXES (STATE AND LOCAL ADJUSTMENTS). (APR
2003)

52.232-1 PAYMENTS. (APR 1984)

52.232-8 DISCOUNTS FOR PROMPT PAYMENT. (FEB 2002)

52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)

52.232-11 EXTRAS. (APR 1984)

52.232-16 PROGRESS PAYMENTS (APR 2003)

52.232-17 INTEREST. (JUN 1996)

52.232-23 ASSIGNMENT OF CLAIMS. (JAN 1986)

52.232-25 PROMPT PAYMENT. (OCT 2003)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - CENTRAL CONTRACTOR
REGISTRATION. (OCT 2003)

52.233-1 DISPUTES. (JUL 2002)

52.233-3 PROTEST AFTER AWARD. (AUG 1996)

52.239-1 PRIVACY OR SECURITY SAFEGUARDS. (AUG 1996)

52.242-13 BANKRUPTCY. (JUL 1995)

52.243-1 CHANGES - FIXED-PRICE. (AUG 1987)

52.243-1 CHANGES - FIXED-PRICE. (AUG 1987) - ALTERNATE I (APR 1984)

52.243-7 NOTIFICATION OF CHANGES. (APR 1984)

     (a) Definitions. Contracting Officer, as used in this clause, does not
     include any representative of the Contracting Officer.



Specifically Authorized Representative (SAR), as used in this clause, means any
person the Contracting Officer has so designated by written notice (a copy of
which shall be provided to the Contractor) which shall refer to this
subparagraph and shall be issued to the designated representative before the SAR
exercises such authority.

     (b) Notice. The primary purpose of this clause is to obtain prompt
     reporting of Government conduct that the Contractor considers to constitute
     a change to this contract. Except for changes identified as such in writing
     and signed by the Contracting Officer, the Contractor shall notify the
     Administrative Contracting Officer in writing promptly, within [ ] (to be
     negotiated) calendar days from the date that the Contractor identifies any
     Government conduct (including actions, inactions, and written or oral
     communications) that the Contractor regards as a change to the contract
     terms and conditions. On the basis of the most accurate information
     available to the Contractor, the notice shall state -

     (1) The date, nature, and circumstances of the conduct regarded as a
     change;

     (2) The name, function, and activity of each Government individual and
     Contractor official or employee involved in or knowledgeable about such
     conduct;

     (3) The identification of any documents and the substance of any oral
     communication involved in such conduct;

     (4) In the instance of alleged acceleration of scheduled performance or
     delivery, the basis upon which it arose;

     (5) The particular elements of contract performance for which the
     Contractor may seek an equitable adjustment under this clause, including -

               (i) What contract line items have been or may be affected by the
               alleged change;

               (ii) What labor or materials or both have been or may be added,
               deleted, or wasted by the alleged change;

               (iii) To the extent practicable, what delay and disruption in the
               manner and sequence of performance and effect on continued
               performance have been or may be caused by the alleged change;

               (iv) What adjustments to contract price, delivery schedule, and
               other provisions affected by the alleged change are estimated;
               and

     (6) The Contractor's estimate of the time by which the Government must
     respond to the Contractor's notice to minimize cost, delay or disruption of
     performance.

     (c) Continued performance. Following submission of the notice required by
     paragraph (b) of this clause, the Contractor shall diligently continue
     performance of this contract to the maximum extent possible in accordance
     with its terms and conditions as construed by the Contractor, unless the
     notice reports a direction of the Contracting Officer or a communication
     from a SAR of the Contracting Officer, in either of which events the
     Contractor shall continue performance; provided, however, that if the
     Contractor regards the direction or communication as a change as described
     in paragraph (b) of this clause, notice shall be given in the manner
     provided. All directions, communications, interpretations, orders and
     similar actions of the SAR shall be reduced to writing promptly and copies
     furnished to the Contractor and to the Contracting Officer. The Contracting
     Officer shall promptly countermand any action which exceeds the authority
     of the SAR.

     (d) Government response. The Contracting Officer shall promptly, within [ ]
     (to be negotiated) calendar days after receipt of notice, respond to the
     notice in writing. In responding, the Contracting Officer shall either -

     (1) Confirm that the conduct of which the Contractor gave notice
     constitutes a change and when necessary direct the mode of further
     performance;

     (2) Countermand any communication regarded as a change;



     (3) Deny that the conduct of which the Contractor gave notice constitutes a
     change and when necessary direct the mode of further performance; or

     (4) In the event the Contractor's notice information is inadequate to make
     a decision under subparagraphs (d)(l), (2), or (3) of this clause, advise
     the Contractor what additional information is required, and establish the
     date by which it should be furnished and the date thereafter by which the
     Government will respond.

     (e) Equitable adjustments. (1) If the Contracting Officer confirms that
     Government conduct effected a change as alleged by the Contractor, and the
     conduct causes an increase or decrease in the Contractor's cost of, or the
     time required for, performance of any part of the work under this contract,
     whether changed or not changed by such conduct, an equitable adjustment
     shall be made

               (i) In the contract price or delivery schedule or both; and

               (ii) In such other provisions of the contract as may be affected.

     (2) The contract shall be modified in writing accordingly. In the case of
     drawings, designs or specifications which are defective and for which the
     Government is responsible, the equitable adjustment shall include the cost
     and time extension for delay reasonably incurred by the Contractor in
     attempting to comply with the defective drawings, designs or specifications
     before the Contractor identified, or reasonably should have identified,
     such defect. When the cost of property made obsolete or excess as a result
     of a change confirmed by the Contracting Officer under this clause is
     included in the equitable adjustment, the Contracting Officer shall have
     the right to prescribe the manner of disposition of the property. The
     equitable adjustment shall not include increased costs or time extensions
     for delay resulting from the Contractor's failure to provide notice or to
     continue performance as provided, respectively, in paragraphs (b) and (c)
     of this clause.

Note: The phrases contract price and cost wherever they appear in the clause,
may be appropriately modified to apply to cost-reimbursement or incentive
contracts, or to combinations thereof.

(End of clause)

52.244-5 COMPETITION IN SUBCONTRACTING. (DEC 1996)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS. (APR 2003)

52.246-20 WARRANTY OF SERVICES. (MAY 2001)

     (a) Definition.

Acceptance, as used in this clause, means the act of an authorized
representative of the Government by which the Government assumes for itself, or
as an agent of another, ownership of existing and identified supplies, or
approves specific services, as partial or complete performance of the contract

     (b) Notwithstanding inspection and acceptance by the Government or any
     provision concerning the conclusiveness thereof, the Contractor warrants
     that all services performed under this contract will, at the time of
     acceptance, be free from defects in workmanship and conform to the
     requirements of this contract. The Contracting Officer shall give written
     notice of any defect or nonconformance to the Contractor within 90 days or
     within 1000 hours of use by the Government whichever conies first. This
     notice shall state either -

     (1) That the Contractor shall correct or reperform any defective or
     nonconforming services; or

     (2) That the Government does not require correction or reperformance.

     (c) If the Contractor is required to correct or reperform, it shall be at
     no cost to the Government, and any services corrected or reperformed by the
     Contractor shall be subject to this clause to the same extent as work
     initially performed. If the Contractor fails or refuses to correct or
     reperform, the Contracting Officer may, by contract or otherwise, correct
     or replace with similar services and charge to the Contractor the cost
     occasioned to the Government thereby, or make an equitable adjustment in
     the contract price.



     (d) If the Government does not require correction or reperformance, the
     Contracting Officer shall make an equitable adjustment in the contract
     price.

(End of clause)

52.246-25 LIMITATION OF LIABILITY - SERVICES. (FEB 1997)

52.248-1 VALUE ENGINEERING. (FEB 2000)

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE). (SEP 1996)

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE). (APR 1984)

52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available. Also, the full text of a clause may
be accessed electronically at this/these address(es): http://www.arnet.gov/far/

(End of clause)

52.252-4 ALTERATIONS IN CONTRACT. (APR 1984)

Portions of this contract are altered as follows: [ ]

(End of clause)



52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

DSAR 3052.242-71 DISSEMINATION OF CONTRACT INFORMATION (DEC 2003)

The Contractor shall not publish, permit to be published, or distribute for
public consumption, any information, oral or written, concerning the results or
conclusions made pursuant to the performance of this contract, without the prior
written consent of the Contracting Officer. An electronic or printed copy of any
material proposed to be published or distributed shall be submitted to the
Contracting Officer.

(End of clause)

DSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)

     (a)  The Contracting Officer may designate Government personnel to act as
          the Contracting Officer's Technical Representative (COTR) to perform
          functions under the contract such as review or inspection and
          acceptance of supplies, services, including construction, and other
          functions of a technical nature. The Contracting Officer will provide
          a written notice of such designation to the Contractor within five
          working days after contract award or for construction, not less than
          five working days prior to giving the contractor the notice to
          proceed. The designation letter will set forth the authorities and
          limitations of the COTR under the contract.

     (b)  The Contracting Officer cannot authorize the COTR or any other
          representative to sign documents, such as contracts, contract
          modifications, etc., that require the signature of the Contracting
          Officer.

(End of clause)

          SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

               Attachment (1) - Contractor's proposal (Revision D)
                         dated 19 May 2004 - Pages 1-31

        Attached by Reference - Completed Representations, Certifications



                     SOLICITATION NUMBER HSCG23-04-R-ADA001

                                ORBCOMM PROPOSAL

                                       FOR

                                   COAST GUARD
                      AUTOMATIC IDENTIFICATION SYSTEM (AIS)
                                   REVISION D

                                   19 MAY 2004

                                  SUBMITTED TO:

                               COMMANDANT (CG-851)
                        2100 SECOND STREET, SW, ROOM 2606
                            WASHINGTON, DC 20593-0001
                             TELEPHONE: 202-267-2285

                                  SUBMITTED BY:

(ORBCOMM(R) LOGO)                                           21700 ATLANTIC BLVD.
                                                                DULLES, VA 22102
                                                                 WWW.ORBCOMM.COM

                                                              DUNS # 146-118-901

                            DISTRIBUTION RESTRICTIONS

This proposal or quotation includes data that shall not be disclosed outside of
the Government and shall not be duplicated, used, or disclosed in whole or in
part for any purpose other than to evaluate this proposal or quotation. If,
however, a contract is awarded to this offeror or quoter as a result of or in
connection with the submission of this data, the Government shall have the right
to duplicate, use or disclose the data to the extent provided in the resulting
contract. This restriction does not limit the Government's right to use
information contained in the data if it is obtained from another source without
restriction. The data subject to this restriction is contained in sheets marked
with the following legend: "Use Or Disclosure Of Data Contained On This Sheet Is
Subject To The Restriction On The Title Page Of This Proposal."




                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

                                TABLE OF CONTENTS

                                                                              
1. EXECUTIVE SUMMARY ......................................................       1

2. OVERVIEW ...............................................................       3
   2.1 Company Background .................................................       3
   2.2 Satellites and Space Elements ......................................       4
   2.3 Ground Infrastructure ..............................................       5

3. STATEMENT OF WORK [SECTION C] ..........................................       7
   3.1  GENERAL [SECTION C: 1.0]...........................................       3
     3.1.1        Scope [Section C: 1.1] ..................................       4
     3.1.2        Background [Section C: 1.2] .............................       4
   3.2  CONTRACTOR PERSONNEL [SECTION C: 1.3]..............................       4
     3.2.1        Project Manager [Section C: 1.3.1, 1.3.1.1, 1.3.1.2] ....       4
     3.2.2        Qualified Personnel [Section C: 1.3.2] ..................       4
     3.2.3        Employee Identification [Section C: 1.3.3, 1.3.3.1] .....       5
     3.2.4        Employee Conduct [Section C: 1.3.4] .....................       5
     3.2.5        Removing Employees [Section C: 1.3.5]....................       5
     3.2.6        Conflict of Interest [Section C: 1.3.6]..................       5
     3.2.7        Key Personnel [Section C: 1.4]...........................       5
     3.2.8        Security [Section C: 1.5]................................       5
     3.2.9        Period of Performance [Section C: 1.6]...................       5
     3.2.10       Place of Performance [Section C: 1.7]....................       6
     3.2.11       Hours of Operations [Section C: 1.8].....................       6
     3.2.12       Travel [Section C:1.9]...................................       6
     3.2.13       Kick-off Meeting [Section C: 1.10].......................       6
     3.2.14       Project Plan [Section C: 1.11]...........................       6
     3.2.15       Progress Reports [Section C: 1.12].......................       6
     3.2.16       Progress Meetings [Section C: 1.13]......................       6
     3.2.17       General Report Requirements [Section C: 1.14]............       6
     3.2.18       Intellectual Property [Section C: 1.15]..................       7
     3.2.19       Telecommunications Laws..................................       7
   3.3  GOVERNMENT TERMS & DEFINITIONS [SECTION C: 2.0]....................       7
   3.4  GOVERNMENT FURNISHED PROPERTY [SECTION C: 3.0].....................       7
   3.5  CONTRACTOR FURNISHED PROPERTY [SECTION C: 4.0].....................       7
   3.6  REQUIREMENTS [SECTION C: 5.0]......................................       7
     3.6.1        Program Definition [Section C: 5.1]......................       7
     3.6.2        Feasibility Study [Section C: 5.2].......................       8
     3.6.3        Impact Analysis [Section C: 5.3, 5.3.1-7]................       9
     3.6.4        AIS Secondary Spacecraft Payload [Section C: 5.4,
                  5.4.1-4, 5.4.4.1 5] .....................................      10
     3.6.5        ORBCOMM Participation in Concept Validation Satellite ...      10
     3.6.6        ORBCOMM Development Activities...........................      12
     3.6.7        Implementation of Concept Demonstration Satellite........      12
     3.6.8        Satellite Gateway Modifications for AIS
                  [Section C: 5.8, 5.8.1]..................................      12
     3.6.9        Ongoing Support, Operations and Maintenance
                  [Section C:5.9, 5.9.1]...................................      12
     3.6.10       Recurring Service [Section C: 5.10, 5.10.1]..............      12
   3.7  REFERENCES [SECTION C: 6.0]........................................      14
   3.8  DELIVERABLES [SECTION C: 7.0]......................................      14

4. PRICE ..................................................................       7
   4.1 Detailed Pricing ...................................................       7
   4.2 Payment Schedule ...................................................       8

5. APPENDIX ...............................................................       9
   5.1 Appendix A - Price Proposal (see attached document) ................       9
   5.2 Appendix B - Project Schedule (see attached document) ..............       9

6. FORMS ..................................................................      10
   6.1 Section K - Representations, Certifications and Other Statements of
       Bidder .............................................................      10




                                       i
Use Or Disclosure Of Data Contained On This Sheet is Subject To The Restriction
                       On The Title Page Of This Proposal


                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

1.   EXECUTIVE SUMMARY

ORBCOMM Inc. is pleased to respond to your Request for Proposal (RFP) to provide
Technical Capability and Management Support Services for the US Coast Guard
Automatic Identification System (AIS)(as defined by 33 Code of Fedral
Regulations Part 164 and the international standards incorporated therein).
ORBCOMM possesses the right technology, capabilities and is uniquely positioned
to support this effort. We stand confident that by using ORBCOMM the U.S. Coast
Guard will be able to collect and process AIS data via our satellite system to
provide additional maritime domain awareness of all maritime activities out to
2,000nm off the coast of the United States and beyond. This is clearly a major
initiative, and the solution proposed by ORBCOMM will allow both an expanded
scope and greatly benefit your desired results by providing exciting new
telecommunication capabilities at the lowest possible cost.

WHY ORBCOMM?

ORBCOMM has become an emerging force in the satellite telecommunications
industry and is well positioned to support this effort. We are excited about the
opportunity to work with the U.S. Coast Guard and are committed to providing a
robust and cost effective solution for AIS.

Through our unique global network of satellites and terrestrial gateways,
information can be shared with tremendous reach. ORBCOMM provides narrowband
two-way digital messaging, data communications and geo-positioning services on a
global basis. Services are provided through our constellation of 30 owned and
operated low earth orbit (LEO) satellites and gateways located around the world.
Through this network, ORBCOMM is able deliver information to and from nearly
anyplace in the world on a near real time basis.

[Graphics]


                                       1
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                       On The Title Page Of This Proposal


                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

Over the past several years, companies such as Caterpillar, Volvo Trucks,
Komatsu, GE Transportation, GE TIP, GE Medical, General Motors, Garmin, CSX,
XATA, and providers to several government programs have selected ORBCOMM and
integrated our services into their products and communication solutions. The
ubiquitous coverage provided by the ORBCOMM system was a major factor in its
selection since it provided a distinct advantage over geo-stationary satellite
technology and terrestrial systems, which are hampered by "blind spots", "dead
zones", and "limited coverage". ORBCOMM is a very affordable solution that
provided greater flexibility for many differing needs.

Manufacturers, customers, and resellers have selected the ORBCOMM System because
it provides:

- -    Unified global solution

- -    Lower technology risks

- -    Consolidated quantities of systems globally, greatly reduce price points

- -    High performance, easily installed and concealed antenna options

- -    Mature, ruggedized and vehicle grade OEM modem options

- -    Elimination of expensive roaming charges

- -    Ubiquitous coverage for communications

The ORBCOMM system provides low cost solutions with global coverage and is
uniquely positioned to provide the extended AIS services being sought by the
U.S. Coast Guard.


                                       2
Use Or Disclosure Of Data Contained On This Sheet is Subject To The Restriction
                       On The Title Page Of This Proposal

                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

2.   OVERVIEW

2.1  Company Background

ORBCOMM Inc. is a satellite data communications company that offers customers
the ability to access innovative satellite communication services at down to
earth prices. Our satellite-based network provides customers around the world
with reliable global coverage and the added value of tailored application
service and support.

Customers searching for reliable, cost-effective communications solutions that
go beyond traditional networks have rapidly made ORBCOMM a leader in our
industry. Our reputation for providing cutting-edge technology with personal
service has made ORBCOMM the solution for customers looking to find new,
productive ways to improve their businesses.

Our customers include large and small businesses involved in a wide variety of
industries including trucking, marine, aviation, automotive, heavy equipment and
utilities.

The ORBCOMM system is a satellite-based, wireless telecommunications network
designed to send and receive data from anywhere in the world. Through a
constellation of 30 low-earth orbit (LEO) satellites and terrestrial gateways
located around the world, the ORBCOMM network provides global data
communications, narrowband two-way digital messaging and geo-positioning
services. Information is delivered on a near real-time basis to meet a wide
variety of business needs.

The ORBCOMM network is ideally suited for commercial and industrial applications
including:

- -    Tracking and managing mobile construction equipment, trucks, trailers,
     locomotives, rail cars, shipping containers and marine vessels.

- -    Monitoring and controlling assets at remote locations such as oil and gas
     extraction, storage, transfers, pipeline operations as well as electric
     power generation and distribution.

- -    Locating and recovering stolen vehicles and cargo.

- -    Sharing vital information and providing reliable two-way messaging.

ORBCOMM serves its customers through Value Added Resellers (VARs) that provide
expertise in specific industries. Our VARs and customers include; Volvo Trucks
North America, Volvo Trucks South America, Mack, Renault, XATA Corporation, GE
Transportation, GE TIP, GE Medical, General Motors, Caterpillar, Komatsu,
Hitachi, Garmin, Avidyne, EchoFlight, CSX, MobilAria, AirlQ, British Petroleum,
Stanley Associates, Northrop Grumman, NOAA, US Army Space Command, Royal Thai
Navy, and numerous other major corporations and organizations.

[Graphics]


                                       3
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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

The ORBCOMM system is operated and distributed on a worldwide basis through
various ORBCOMM affiliates, business partners, licensees, country
representative, and Valued Added Resellers. Operations include: 12 Gateway Earth
Stations located in New York, Georgia, Washington, Arizona, Curacao, Morocco,
Italy, Japan, Korea, Malaysia, Argentina, and Brazil; 5 international Gateway
Control Centers in Italy, Japan, Korea, Malaysia, and Brazil; and the US Gateway
Control Center and Network Control Center located in Virginia. The Network
Control Center monitors the status of all-terrestrial network elements and
entire satellite constellation.

ORBCOMM Inc. is a privately held Delaware corporation headquartered in Dulles,
Virginia.

2.2  Satellites and Space Elements

Today ORBCOMM has 30 operational satellites in six orbital planes between
approximately 740 and 825 kilometers above the Earth. ORBCOMM has authority to
launch and operate up to 48 satellites to accommodate future growth. Planes A,
B, C, and D are inclined 45 degrees to the Equator and contain six to eight
satellites each. Planes F and G are inclined at 70 and 108 degrees,
respectively, and contain one satellite each.

The satellites are equipped with a VHF and UHF communication payload capable of
operation in the 137.0-150.05 MHz and the 400.075-400.125 MHz bands. An on-board
computer manages spectrum usage via the ORBCOMM-pioneered Dynamic Channel
Activity Assignment System (DCAAS). DCAAS continuously scans the authorized
spectrum, identifies frequencies in use by other users of the frequency band and
assigns channels to practically eliminate the possibility of interference.

[Graphics]

[Graphics]


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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

2.3  Ground Infrastructure

The ORBCOMM ground infrastructure includes elements strategically located
throughout the world. These ground network elements provide access to the space
segment and an interface with public and private data networks including the
Internet. They include:

     -    Gateway Earth Station, or GES. A GES has two radomes with enclosed VHF
          tracking antennas (one is basically redundant), pedestals,
          controllers, and radio equipment.

     -    Gateway Control Centers, or GCC. A GCC processes the message traffic
          and provides the interconnection with other terrestrial networks.

Each GES contains a freestanding shelter, fuel tank and power generator. The
GES-to-satellite links make use of single satellite uplink and downlink channels
using a Time Division Multiple Access (TDMA) protocol. This protocol permits
several gateways to communicate simultaneously with a single satellite and vice
versa. Advantages of TDMA include the ability to provide a virtually seamless
transfer of satellite connections among GESs, under the centralized control of
the GCC.

Each GES covers an area with a radius of approximately 3,300 miles. There are
four GESs in the United States, located in New York, Arizona, Georgia, and
Washington State. There are GESs in Curacao, Brazil, Italy, Japan, South Korea,
Malaysia, Morocco and Argentina.


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

[Graphics]

The key control element of the entire global network is located in the Network
Control Center (NCC) in Dulles, Virginia. The NCC monitors the status of
all-terrestrial network elements and space vehicles.

[Graphics]

A message can be delivered to the customer in a variety of ways. These include
the Internet, public/private X.25 data networks, dedicated frame relay, or
modems connected to a telephone network. An acknowledgment can also be returned
to the sender. To mitigate design and implementation risks and to control costs,
the system architecture makes use of existing, mature technologies and conforms
to internationally accepted standards (e.g. Internet electronic mail).


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

Graphics

3.   STATEMENT OF WORK [SECTION C]

3.1     GENERAL [SECTION C: 1.0]

      3.1.1   SCOPE [SECTION C: 1.1]

[***]

      3.1.2   BACKGROUND [SECTION C: 1.2]

[***]

3.2     CONTRACTOR PERSONNEL [SECTION C: 1.3]

      3.2.1   PROJECT MANAGER [SECTION C: 1.3.1, 1.3.1.1, 1.3.1.2]

[***]

      3.2.2   QUALIFIED PERSONNEL [SECTION C: 1.3.2]

[***]

      3.2.3   EMPLOYEE IDENTIFICATION [SECTION C: 1.3.3, 1.3.3.1]

[***]

      3.2.4   EMPLOYEE CONDUCT [SECTION C: 1.3.4]

[***]

      3.2.5   REMOVING EMPLOYEES [SECTION C: 1.3.5]

[***]

      3.2.6   CONFLICT OF INTEREST [SECTION C: 1.3.6]

[***]

     3.2.7   KEY PERSONNEL [SECTION C: 1.4]

[***]

     3.2.8   SECURITY [SECTION C: 1.5]

[***]

     3.2.9   PERIOD OF PERFORMANCE [SECTION C: 1.6]

[***]

     3.2.10  PLACE OF PERFORMANCE [SECTION C: 1.7]

[***]

     3.2.11  HOURS OF OPERATIONS [SECTION C: 1.8]

[***]

     3.2.12  TRAVEL [SECTION C:1.9]

[***]

     3.2.13  KICK-OFF MEETING [SECTION C: 1.10]

[***]

     3.2.14  PROJECT PLAN [SECTION C: 1.11]

[***]

     3.2.15  PROGRESS REPORTS [SECTION C: 1.12]

[***]

     3.2.16  PROGRESS MEETINGS [SECTION C: 1.13]

[***]

     3.2.17  GENERAL REPORT REQUIREMENTS [SECTION C: 1.14]

[***]

     3.2.18  INTELLECTUAL PROPERTY [SECTION C: 1.15]

[***]

     3.2.19  TELECOMMUNICATIONS LAWS

[***]

3.3     GOVERNMENT TERMS & DEFINITIONS [SECTION C: 2.0]

[***]

3.4     GOVERNMENT FURNISHED PROPERTY [SECTION C: 3.0]

[***]

3.5     CONTRACTOR FURNISHED PROPERTY [SECTION C: 4.0]

[***]

3.6     REQUIREMENTS [SECTION C: 5.0]

     3.6.1   PROGRAM DEFINITION [SECTION C: 5.1]

[***]

3.6.1.1  CONCEPT OF OPERATIONS

[***]

3.6.1.2  SPACE SEGMENT REQUIREMENTS

[***]

3.6.1.3  GROUND SEGMENT REQUIREMENTS

[***]

3.6.1.4  REQUIREMENTS REVIEW [SECTION C: 5.1.2]

[***]

3.6.1.5  IMPLEMENTATION PLAN [SECTION C: 5.1.3]

[***]

3.6.1.6  SUBCONTRACT MANAGEMENT PLAN [SECTION C: 5.1.3]

[***]

3.6.1.7  INTEGRATION PLAN [SECTION C: 5.1.3]

[***]

     3.6.2   FEASIBILITY STUDY [SECTION C: 5.2]

[***]

3.6.2.1  VERIFY ANTENNA PERFORMANCE [SECTION C: 5.2.1]

[***]

3.6.2.2  DRAFT AIS PAYLOAD PERFORMANCE REQUIREMENTS [SECTION C: 5.2.2]

[***]

3.6.2.3  SURVEY EXISTING AIS RECEIVER MANUFACTURERS [SECTION C: 5.2.3]

[***]

3.6.2.4  DEVELOP BUDGETARY MASS, POWER AND VOLUME ESTIMATES [SECTION C: 5.2.4]

[***]

3.6.2.5  DEVELOP DETAILED DOWNLINK CAPACITY MODEL [SECTION C: 5.2.5]

[***]

3.6.2.6  MODELING AND ANALYSIS OF INTERFERENCE [SECTION C: 5.2.6]

[***]

3.6.2.7 SUPPORT DEVELOPMENT OF FILTER SPECIFICATIONS AND PROCUREMENT
        [SECTION C: 5.2.7]

[***]

3.6.2.8 SUPPORT RECEIVER/PROCESSOR SPECIFICATIONS AND PROCUREMENT
        [SECTION C: 5.2.8]

[***]

3.6.2.9 DETAILED OPERATIONS CONCEPTS AND PROCEDURES [SECTION C: 5.2.9]

[***]

3.6.2.10 PREPARE FEASIBILITY STUDY

[***]

     3.6.3   IMPACT ANALYSIS [SECTION C: 5.3, 5.3.1-7]

[***]

3.6.3.1 IMPLEMENTATION ON REPLENISHMENT SPACECRAFT

[***]

3.6.3.2 DEVELOP MODIFICATIONS TO REPLENISHMENT PROCUREMENT DOCS

[***]

3.6.3.3 BIDDERS EVALUATE IMPACT

[***]

3.6.3.4 FINALIZE DETAILED SPECIFICATIONS

[***]

3.6.3.5 SUPPORT THE DEVELOPMENT OF COMPONENT SPECIFICATIONS AND PROCUREMENT
         DOCUMENTS

[***]

3.6.3.6 IDENTIFY AND QUALIFY POTENTIAL COMPONENT CONTRACTORS

[***]

3.6.3.7 VERIFY MASS, POWER, VOLUME ESTIMATES

[***]

     3.6.4   AIS SECONDARY SPACECRAFT PAYLOAD [SECTION C: 5.4, 5.4.1-4, 5.4.4.1
5]

3.6.4.1 DESCRIPTION OF RECEIVER/PROCESSOR [SECTION C: 5.5]

[***]

3.6.4.2 CHANGES FROM A STANDARD COMMUNICATIONS SATELLITE PAYLOAD
        [SECTION C: 5.6, 5.6.1-2]

[***]

3.6.4.3 SATELLITE MODIFICATIONS FOR AIS [SECTION C: 5.7, 5.7.1]

[***]

     3.6.5   ORBCOMM PARTICIPATION IN CONCEPT VALIDATION SATELLITE

[***]

3.6.5.1 PROCUREMENT DOCUMENTS FOR CONCEPT DEMONSTRATION SATELLITE

[***]

3.6.5.2 EVALUATE BIDS

[***]

3.6.5.3 SELECT CONTRACTOR (TEAM)

[***]

3.6.5.4 NEGOTIATE CONTRACT

[***]

3.6.5.5 FINALIZE SPECIFICATION TO INCLUDE AIS

[***]

3.6.5.6 EVALUATE REQUIREMENTS

[***]

3.6.5.7 EVALUATE PRELIMINARY DESIGN

[***]

3.6.5.8 EVALUATE DESIGN RESULTS

[***]

3.6.5.9 EVALUATE, APPROVE INTEGRATION PLAN

[***]

3.6.5.10 SUPPORT PAYLOAD VERIFICATION TESTING

[***]

3.6.5.11 SUPPORT BUS VERIFICATION TESTING

[***]

[***]

3.6.5.12 SUPPORT SPACECRAFT ENVIRONMENTAL TESTING

[***]

3.6.5.13 SUPPORT LAUNCH SITE ACTIVITIES

[***]

3.6.6   ORBCOMM DEVELOPMENT ACTIVITIES

3.6.6.1 PAYLOAD SOFTWARE

[***]

3.6.6.2 SATELLITE CONTROL CENTER UPGRADES

[***]

3.6.6.3 NETWORK SEGMENT SOFTWARE

[***]

     3.6.7   IMPLEMENTATION OF CONCEPT DEMONSTRATION SATELLITE

[***]

     3.6.8   SATELLITE GATEWAY MODIFICATIONS FOR AIS [SECTION C: 5.8, 5.8.1]

[***]

     3.6.9   ONGOING SUPPORT, OPERATIONS AND MAINTENANCE [SECTION C:5.9, 5.9.1]

[***]

     3.6.10  RECURRING SERVICE [SECTION C: 5.10, 5.10.1]

[***]

3.6.10.1 OPTION 1 - LOW USAGE [SECTION C: 5.10.2]

[***]

3.6.10.2 OPTION 2 - MEDIUM USAGE [SECTION C: 5.10.3]

[***]

3.6.10.3 OPTION 3 - HIGH USAGE [SECTION C: 5.10.4]

3.7     REFERENCES [SECTION C: 6.0]

[***]

3.8     DELIVERABLES [SECTION C: 7.0]

[***]

4.   PRICE

4.1  DETAILED PRICING

ORBCOMM's pricing submission is included in Appendix A. Standard Form 33 with
the price per CLIN is also included in Appendix A.

As a means of cost comparison for the spacecraft that is the subject of this
contract, ORBCOMM offers information concerning previous purchases of spacecraft
for its constellation. The initial procurement was for two satellites, but the
bulk of the cost in that initial contract was for non-


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

recurring engineering, so it does not provide an adequate point of reference.
The next procurement was made under a contract dated September 12, 1995 for 34
satellites and three launch vehicles. The cost per satellite, exclusive of
launch, was approximately $3.3 million(1). The amortized launch cost for each
spacecraft was approximately $1.4 million. Making the total cost per in-orbit
satellite to be $4.7 million. The next contract was dated February 1, 1999 for
the purchase of eight satellites and launch services. The cost per satellite,
exclusive of launch, was $4.4 million(2). The amortized launch cost for each
spacecraft was approximately $2.3 million. Making the total cost per in-orbit
satellite to be $6.7 million.

4.2  PAYMENT SCHEDULE

ORBCOMM proposes the following payment schedule for the contract. Payments shall
be made based on a percentage of the total contract value for the milestones
listed.

                                PAYMENT SCHEDULE



PROGRAM MILESTONES                                      DATE     % CONTRACT VALUE
- ------------------                                      ----     ----------------
                                                           
Contract Award                                        1-May-04        15.00%
Payload Requirements Review                          15-Jul-04        10.00%
Deliver Feasibility Study                            12-Aug-04        10.00%
Deliver Cost to Add to Replenishment Replenishment   23-Sep-04        10.00%
Network SW CDR                                       25-Nov-04        10.00%
Payload SW CDR                                        3-Feb-05        10.00%
SCC Upgrade CDR                                      28-Apr-05        10.00%
Bus CDR                                              16-Jun-05         5.00%
System CDR                                            7-Jul-05         5.00%
Final Checkout SCC Upgrade                            8-Sep-05         5.00%
Launch                                               27-Oct-05         4.00%
Operations Q1                                         1-Feb-06         4.00%
Operations Q2                                         2-May-06         1.00%
Operations Q3                                        31-Jul-06         1.00%


Note: See program schedule for milestone definition

(1)  Article 3 Consideration on page 5 of the contract.

(2)  Article 4 Consideration on page 5 of the contract.


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

5.   APPENDIX

5.1  APPENDIX A - PRICE PROPOSAL (SEE ATTACHED DOCUMENT)

5.2  APPENDIX B - PROJECT SCHEDULE (SEE ATTACHED DOCUMENT)


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

6.   FORMS

6.1  SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF BIDDER

Section K - Representations, Certifications, and Other Statements of Bidders

52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION. (APR 1985)

(a) The offeror certifies that -

(1) The prices in this offer have been arrived at independently, without, for
the purpose of restricting competition, any consultation, communication, or
agreement with any other offeror or competitor relating to -

(i) Those prices;

(ii) The intention to submit an offer; or

(iii) The methods or factors used to calculate the prices offered.

(2) The prices in this offer have not been and will not be knowingly disclosed
by the offeror, directly or indirectly, to any other offeror or competitor
before bid opening (in the case of a sealed bid solicitation) or contract award
(in the case of a negotiated solicitation) unless otherwise required by law; and

(3) No attempt has been made or will be made by the offeror to induce any other
concern to submit or not to submit an offer for the purpose of restricting
competition.

(b) Each signature on the offer is considered to be a certification by the
signatory that the signatory -

(1) Is the person in the offeror's organization responsible for determining the
prices being offered in this bid or proposal, and that the signatory has not
participated and will not participate in any action contrary to subparagraphs
(a)(1) through (a)(3) of this provision; or

(2)(i) Has been authorized, in writing, to act as agent for the following
principals in certifying that those principals have not participated, and will
not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of
this provision; Jerome Eisenberg, Co-CEO;

(ii) As an authorized agent, does certify that the principals named in
subdivision (b)(2)(i) of this provision have not participated, and will not
participate, in any action contrary to subparagraphs (a)(1) through (a)(3) of
this provision; and


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

(iii) As an agent, has not personally participated, and will not participate, in
any action contrary to subparagraphs (a)(1) through (a)(3) of this provision.

(c) If the offeror deletes or modifies subparagraph (a)(2) of this provision,
the offeror must furnish with its offer a signed statement setting forth in
detail the circumstances of the disclosure.

(End of provision)

52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN
FEDERAL TRANSACTIONS. (APR 1991)

52.204-3 TAXPAYER IDENTIFICATION. (OCT 1998)

(a) Definitions.

Common parent, as used in this provision, means that corporate entity that owns
or controls an affiliated group of corporations that files its Federal income
tax returns on a consolidated basis, and of which the offeror is a member.

Taxpayer Identification Number (TIN), as used in this provision, means the
number required by the Internal Revenue Service (IRS) to be used by the offeror
in reporting income tax and other returns. The TIN may be either a Social
Security Number or an Employer Identification Number.

(b) All offerors must submit the information required in paragraphs (d) through
(f) of this provision to comply with debt collection requirements of 31 U.S.C.
7701 (c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041 A, and
6050M, and implementing regulations issued by the IRS. If the resulting contract
is subject to the payment reporting requirements described in Federal
Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to
furnish the information may result in a 31 percent reduction of payments
otherwise due under the contract.

(c) The TIN may be used by the Government to collect and report on any
delinquent amounts arising out of the offeror's relationship with the Government
(31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment
reporting requirements described in FAR 4.904, the TIN provided hereunder may be
matched with IRS records to verify the accuracy of the offeror's TIN.

(d) Taxpayer Identification Number (TIN).

[X] TIN: 41-2118289.

[ ] TIN has been applied for.

[ ] TIN is not required because:


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

[ ] Offeror is a nonresident alien, foreign corporation, or foreign partnership
that does not have income effectively connected with the conduct of a trade or
business in the United States and does not have an office or place of business
or a fiscal paying agent in the United States;

[ ] Offeror is an agency or instrumentality of a foreign government;

[ ] Offeror is an agency or instrumentality of the Federal Government.

(e) Type of organization.

[ ] Sole proprietorship;

[ ] Partnership;

[X] Corporate entity (not tax-exempt);

[ ] Corporate entity (tax-exempt);

[ ] Government entity (Federal, State, or local);

[ ] Foreign government;

[ ] International organization per 26 CFR 1:6049-4;

[ ] Other __________________________.

(f) Common parent.

[ ] Offeror is not owned or controlled by a common parent as defined in
paragraph (a) of this provision.

[ ] Name and TIN of common parent:

Name __________________________

TIN ____________________________

(End of provision)


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS). (MAY 1999)

(a) Definition. Women-owned business concern, as used in this provision, means a
concern that is at least 51 percent owned by one or more women; or in the case
of any publicly owned business, at least 51 percent of its stock is owned by one
or more women; and whose management and daily business operations are controlled
by one or more women.

(b) Representation. [Complete only if the offeror is a women-owned business
concern and has not represented itself as a small business concern in paragraph
(b)(1) of FAR 52.219-1, Small Business Program Representations, of this
solicitation.] The offeror represents that it _________ is a women-owned
business concern.

(End of provision)

52.209-5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND
OTHER RESPONSIBILITY MATTERS. (DEC 2001)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that -

(i) The Offeror and/or any of its Principals -

(A) Are [ ] are not [X] presently debarred, suspended, proposed for debarment,
or declared ineligible for the award of contracts by any Federal agency;

(B) Have [ ] have not [X], within a three-year period preceding this offer, been
convicted of or had a civil judgment rendered against them for: commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain,
or performing a public (Federal, state, or local) contract or subcontract;
violation of Federal or state antitrust statutes relating to the submission of
offers; or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, or receiving
stolen property; and

(C) Are [ ] are not [X] presently indicted for, or otherwise criminally or
civilly charged by a governmental entity with, commission of any of the offenses
enumerated in paragraph (a)(1)(i)(B) of this provision.

(ii) The Offeror has [ ] has not [X], within a three-year period preceding this
offer, had one or more contracts terminated for default by any Federal agency.

(2) Principals, for the purposes of this certification, means officers;
directors; owners; partners; and, persons having primary management or
supervisory responsibilities within a business entity (e.g., general manager;
plant manager; head of a subsidiary, division, or business segment, and similar
positions).

This Certification Concerns a Matter Within the Jurisdiction of an Agency of the
United States and the Making of a False, Fictitious, or Fraudulent Certification
May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United
States Code.


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

(b) The Offeror shall provide immediate written notice to the Contracting
Officer if, at any time prior to contract award, the Offeror learns that its
certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision
exists will not necessarily result in withholding of an award under this
solicitation. However, the certification will be considered in connection with a
determination of the Offeror's responsibility. Failure of the Offeror to furnish
a certification or provide such additional information as requested by the
Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith, the
certification required by paragraph (a) of this provision. The knowledge and
information of an Offeror is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making award. If it
is later determined that the Offeror knowingly rendered an erroneous
certification, in addition to other remedies available to the Government, the
Contracting Officer may terminate the contract resulting from this solicitation
for default.

(End of provision)

52.215-6 PLACE OF PERFORMANCE. (OCT 1997)

(a) The offeror or respondent, in the performance of any contract resulting from
this solicitation, [ ] intends, [X] does not intend [check applicable block] to
use one or more plants or facilities located at a different address from the
address of the offeror or respondent as indicated in this proposal or response
to request for information.

(b) If the offeror or respondent checks intends in paragraph (a) of this
provision, it shall insert in the following spaces the required information:

Place of PerformanceName and Address of Owner

(Street Address, City, and Operator of the Plant

State, County, Zip Code) or Facility if Other than Offeror or Respondent

21700 Atlantic Blvd ________________________
Dulles, Virginia 20166 ________________________
(End of provision)

52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS. (APR 2002) - ALTERNATE I (APR
2002)


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

(a)(1) The North American Industry Classification System (NAICS) code for this
acquisition is 517410.

(2) The small business size standard is $12.5 million.

(3) The small business size standard for a concern which submits an offer in its
own name, other than on a construction or service contract, but which proposes
to furnish a product which it did not itself manufacture, is 500 employees.

(b) Representations. (1) The offeror represents as part of its offer that it [X]
is, [ ] is not a small business concern.

(2) [Complete only if the offeror represented itself as a small business concern
in paragraph (b)(1) of this provision.] The offeror represents, for general
statistical purposes, that it [ ] is, [X] is not, a small disadvantaged business
concern as defined in 13 CFR 124.1002.

(3) [Complete only if the offeror represented itself as a small business concern
in paragraph (b)(1) of this provision.] The offeror represents as part of its
offer that it [ ] is, [X] is not a women-owned small business concern.

(4) [Complete only if the offeror represented itself as a small business concern
in paragraph (b)(1) of this provision.] The offeror represents as part of its
offer that it [ ] is, [X] is not a veteran-owned small business concern.

(5) [Complete only if the offeror represented itself as a veteran-owned small
business concern in paragraph (b)(4) of this provision.] The offeror represents
as part of its offer that it [ ] is, [X] is not a service-disabled veteran-owned
small business concern.

(6) [Complete only if the offeror represented itself as a small business concern
in paragraph (b)(1) of this provision.] The offeror represents, as part of its
offer, that-

(i) It [ ] is, [X] is not a HUBZone small business concern listed, on the date
of this representation, on the List of Qualified HUBZone Small Business Concerns
maintained by the Small Business Administration, and no material change in
ownership and control, principal office, or HUBZone employee percentage has
occurred since it was certified by the Small Business Administration in
accordance with 13 CFR part 126; and

(ii) It [ ] is, [X] is not a joint venture that complies with the requirements
of 13 CFR part 126, and the representation in paragraph (b)(6)(i) of this
provision is accurate for the HUBZone small business concern or concerns that
are participating in the joint venture. [The offeror shall enter the name or
names of the HUBZone small business concern or concerns that are participating
in the joint venture:_________________________.] Each HUBZone small business
concern participating in the joint venture shall submit a separate signed copy
of the HUBZone representation.

(7) [Complete if offeror represented itself as disadvantaged in paragraph (b)(2)
of this provision.] The offeror shall check the category in which its ownership
falls:


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                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

________ Black American.

________ Hispanic American.

________ Native American (American Indians, Eskimos, Aleuts, or Native
Hawaiians).

________ Asian-Pacific American (persons with origins from Burma, Thailand,
Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia
(Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory of the
Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated
States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam,
Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

________ Subcontinent Asian (Asian-Indian) American (persons with origins from
India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).

________ Individual/concern, other than one of the preceding.

(c) Definitions. As used in this provision -

Service-disabled veteran-owned small business concern -

(1) Means a small business concern -

(i) Not less than 51 percent of which is owned by one or more service-disabled
veterans or, in the case of any publicly owned business, not less than 51
percent of the stock of which is owned by one or more service-disabled veterans;
and

(ii) The management and daily business operations of which are controlled by one
or more service-disabled veterans or, in the case of a veteran with permanent
and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2),
with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

Small business concern means a concern, including its affiliates, that is
independently owned and operated, not dominant in the field of operation in
which it is bidding on Government contracts, and qualified as a small business
under the criteria in 13 CFR part 121 and the size standard in paragraph (a) of
this provision.

Veteran-owned small business concern means a small business concern -

(1) Not less than 51 percent of which is owned by one or more veterans (as
defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not
less than 51 percent of the stock of which is owned by one or more veterans; and


                                       16
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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

(2) The management and daily business operations of which are controlled by one
or more veterans.

Women-owned small business concern means a small business concern -

(1) That is at least 51 percent owned by one or more women; or in the case of
any publicly owned business, at least 51 percent of the stock of which is owned
by one or more women; and

(2) Whose management and daily business operations are controlled by one or more
women.

(d) Notice. (1) If this solicitation is for supplies and has been set aside, in
whole or in part, for small business concerns, then the clause in this
solicitation providing notice of the set-aside contains restrictions on the
source of the end items to be furnished.

(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a
small, HUBZone small, small disadvantaged, or women-owned small business concern
in order to obtain a contract to be awarded under the preference programs
established pursuant to section 8(a), 8(d), 9, or 15 of the Small Business Act
or any other provision of Federal law that specifically references section 8(d)
for a definition of program eligibility, shall -

(i) Be punished by imposition of fine, imprisonment, or both;

(ii) Be subject to administrative remedies, including suspension and debarment;
and

(iii) Be ineligible for participation in programs conducted under the authority
of the Act.

(End of provision)

52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS. (FEB 1999)

The offeror represents that -

(a) It [ ] has, [X] has not participated in a previous contract or subcontract
subject the Equal Opportunity clause of this solicitation;

(b) It [ ] has, [X] has not filed all required compliance reports; and

(c) Representations indicating submission of required compliance reports, signed
by proposed subcontractors, will be obtained before subcontract awards.

(End of provision)

52.222-25 AFFIRMATIVE ACTION COMPLIANCE. (APR 1984)


                                       17
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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

The offeror represents that -

(a) It [ ] has developed and has on file, [X] has not developed and does not
have on file, at each establishment, affirmative action programs required by the
rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2); or

(b) It [X] has not previously had contracts subject to the written affirmative
action programs requirement of the rules and regulations of the Secretary of
Labor.

(End of provision)

52.222-38 COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING REQUIREMENTS. (DEC
2001)

By submission of its offer, the offeror represents that, if it is subject to the
reporting requirements of 38 U.S.C. 4212(d) (i.e., if it has any contract
containing Federal Acquisition Regulation clause 52.222-37, Employment Reports
on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible
Veterans), it has submitted the most recent VETS-100 Report required by that
clause.

(End of provision)

52.223-13 Certification of Toxic Chemical Release Reporting. (AUG 2003)

(a) Executive Order 13148, of April 21, 2000, Greening the Government through
Leadership in Environmental Management, requires submission of this
certification as a prerequisite for contract award.

(b) By signing this offer, the offeror certifies that -

(1) As the owner or operator of facilities that will be used in the performance
of this contract that are subject to the filing and reporting requirements
described in section 313 of the Emergency Planning and Community Right-to-Know
Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution
Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and
continue to file for such facilities for the life of the contract the Toxic
Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g)
of EPCRA and section 6607 of PPA; or

(2) None of its owned or operated facilities to be used in the performance of
this contract is subject to the Form R filing and reporting requirements because
each such facility is exempt for at least one of the following reasons: [Check
each block that is applicable.]

[X] (i) The facility does not manufacture, process, or otherwise use any toxic
chemicals listed in 40 CFR 372.65;


                                       18
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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

[ ] (ii) The facility does not have 10 or more full-time employees as specified
in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);

[ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals
established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the
alternate thresholds at 40 CFR 372.27, provided an appropriate certification
form has been filed with EPA);

[ ] (iv) The facility does not fall within the following Standard Industrial
Classification (SIC) codes or their corresponding North American Industry
Classification System sectors:

(A) Major group code 10 (except 1011, 1081, and 1094.

(B) Major group code 12 (except 1241).

(C) Major group codes 20 through 39.

(D) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal
and/or oil for the purpose of generating power for distribution in commerce).

(E) Industry code 4953 (limited to facilities regulated under the Resource
Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.)), 5169,
5171, or 7389 (limited to facilities primarily engaged in solvent recovery
services on a contract or fee basis); or

[ ] (v) The facility is not located in the United States or its outlying areas.

(End of provision)

52.227-6 ROYALTY INFORMATION. (APR 1984)

(a) Cost or charges for royalties. When the response to this solicitation
contains costs or charges for royalties totaling more than $250, the following
information shall be included in the response relating to each separate item of
royalty or license fee:

(1) Name and address of licensor.

(2) Date of license agreement.

(3) Patent numbers, patent application serial numbers, or other basis on which
the royalty is payable.

(4) Brief description, including any part or model numbers of each contract item
or component on which the royalty is payable.

(5) Percentage or dollar rate of royalty per unit.


                                       19
Use Or Disclosure Of Data Contained On This Sheet is Subject To The Restriction
                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

(6) Unit price of contract item.

(7) Number of units.

(8) Total dollar amount of royalties.

(b) Copies of current licenses. In addition, if specifically requested by the
Contracting Officer before execution of the contract, the offeror shall furnish
a copy of the current license agreement and an identification of applicable
claims of specific patents.

(End of provision)

52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL). (JUN 1987)

Except for data contained on pages 1 through 33 and Apendices, it is agreed that
as a condition of award of this contract, and notwithstanding the conditions of
any notice appearing thereon, the Government shall have unlimited rights (as
defined in the Rights in Data - General clause contained in this contract) in
and to the technical data contained in the proposal dated April 21, 2004, upon
which this contract is based.

(End of clause)

52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION. (JUN 2000)

Note: This notice does not apply to small businesses or foreign governments.
This notice is in three parts, identified by Roman numerals I through III.

Offerors shall examine each part and provide the requested information in order
to determine Cost Accounting Standards (CAS) requirements applicable to any
resultant contract.

If the offeror is an educational institution, Part II does not apply unless the
contemplated contract will be subject to full or modified CAS coverage pursuant
to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively.

I. Disclosure Statement - Cost Accounting Practices and Certification

(a) Any contract in excess of $500,000 resulting from this solicitation will be
subject to the requirements of the Cost Accounting Standards Board (48 CFR
Chapter 99), except for those contracts which are exempt as specified in 48 CFR
9903.201-1.

(b) Any offeror submitting a proposal which, if accepted, will result in a
contract subject to the requirements of 48 CFR Chapter 99 must, as a condition
of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202.
When required, the Disclosure Statement must be submitted as a part of the
offeror's proposal under this solicitation unless the offeror has already
submitted a Disclosure Statement disclosing the practices used in connection
with the pricing of


                                       20
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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

this proposal. If an applicable Disclosure Statement has already been submitted,
the offeror may satisfy the requirement for submission by providing the
information requested in paragraph (c) of Part I of this provision.

Caution: In the absence of specific regulations or agreement, a practice
disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be
deemed to be a proper, approved, or agreed-to practice for pricing proposals or
accumulating and reporting contract performance cost data.

(c) Check the appropriate box below:

[ ] (1) Certificate of Concurrent Submission of Disclosure Statement. The
offeror hereby certifies that, as a part of the offer, copies of the Disclosure
Statement have been submitted as follows:

(i) Original and one copy to the cognizant Administrative Contracting Officer
(ACO) or cognizant Federal agency official authorized to act in that capacity
(Federal official), as applicable; and

(ii) One copy to the cognizant Federal auditor.

(Disclosure must be on Form No. CASE DS-1 or CASE DS-2, as applicable. Forms may
be obtained from the cognizant ACO or Federal official and/or from the
loose-leaf version of the Federal Acquisition Regulation.)

Date of Disclosure Statement: [Name and Address of Cognizant ACO or Federal
Official Where Filed:]

The offeror further certifies that the practices used in estimating costs in
pricing this proposal are consistent with the cost accounting practices
disclosed in the Disclosure Statement.

[ ] (2) Certificate of Previously Submitted Disclosure Statement. The offeror
hereby certifies that the required Disclosure Statement was filed as follows:

Date of Disclosure Statement: [ ]

Name and Address of Cognizant ACO or Federal Official Where Filed: [ ]

The offeror further certifies that the practices used in estimating costs in
pricing this proposal are consistent with the cost accounting practices
disclosed in the applicable Disclosure Statement.

[ ] (3) Certificate of Monetary Exemption. The offeror hereby certifies that the
offeror, together with all divisions, subsidiaries, and affiliates under common
control, did not receive net awards of negotiated prime contracts and
subcontracts subject to CAS totaling $50 million or more in the cost accounting
period immediately preceding the period in which this proposal was submitted.
The offeror further certifies that if such status changes before an award
resulting from this proposal, the offeror will advise the Contracting Officer
immediately.


                                       21
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                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

[ ] (4) Certificate of Interim Exemption. The offeror hereby certifies that (i)
the offeror first exceeded the monetary exemption for disclosure, as defined in
(3) of this subsection, in the cost accounting period immediately preceding the
period in which this offer was submitted and (ii) in accordance with 48 CFR
9903.202-1, the offeror is not yet required to submit a Disclosure Statement.
The offeror further certifies that if an award resulting from this proposal has
not been made within 90 days after the end of that period, the offeror will
immediately submit a revised certificate to the Contracting Officer, in the form
specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as
appropriate, to verify submission of a completed Disclosure Statement.

Caution: Offerors currently required to disclose because they were awarded a
CAS-covered prime contract or subcontract of $50 million or more in the current
cost accounting period may not claim this exemption (4). Further, the exemption
applies only in connection with proposals submitted before expiration of the
90-day period following the cost accounting period in which the monetary
exemption was exceeded.

II. Cost Accounting Standards - Eligibility for Modified Contract Coverage

If the offeror is eligible to use the modified provisions of 48 CFR
9903.201-2(b) and elects to do so, the offeror shall indicate by checking the
box below. Checking the box below shall mean that the resultant contract is
subject to the Disclosure and Consistency of Cost Accounting Practices clause in
lieu of the Cost Accounting Standards clause.

[ ] The offeror hereby claims an exemption from the Cost Accounting Standards
clause under the provisions of 48 CFR 9903.201-2(b) and certifies that the
offeror is eligible for use of the Disclosure and Consistency of Cost Accounting
Practices clause because during the cost accounting period immediately preceding
the period in which this proposal was submitted, the offeror received less than
$50 million in awards of CAS-covered prime contracts and subcontracts. The
offeror further certifies that if such status changes before an award resulting
from this proposal, the offeror will advise the Contracting Officer immediately.

Caution: An offeror may not claim the above eligibility for modified contract
coverage if this proposal is expected to result in the award of a CAS-covered
contract of $50 million or more or if, during its current cost accounting
period, the offeror has been awarded a single CAS-covered prime contract or
subcontract of $50 million or more.

III. Additional Cost Accounting Standards Applicable to Existing Contracts

The offeror shall indicate below whether award of the contemplated contract
would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards
clause, require a change in established cost accounting practices affecting
existing contracts and subcontracts.

[ ] yes [ ] no

(End of provision)


                                       22
Use Or Disclosure Of Data Contained On This Sheet is Subject To The Restriction
                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

4.2 PAYMENT SCHEDULE

ORBCOMM shall invoice the U.S. Coast Guard on a monthly basis. The invoice
amount shall be based on actual progress as supported in the weekly progress
reports.



PROJECT MILESTONES                                      DATE
- ------------------                                   ---------
                                                  
Contract Award                                       20-May-04
Payload Requirements Review                          15-Jul-04
Deliver Feasibility Study                            12-Aug-04
Deliver Cost to Add to Replenishment Replenishment   23-Sep-04
Network SW CDR                                       25-Nov-04
Payload SW CDR                                        3-Feb-05
SCC Upgrade CDR                                      28-Apr-05
Bus CDR                                              16-Jun-05
System CDR                                            7-Jul-05
Final Checkout SCC Upgrade                            8-Sep-05
Launch                                               27-Oct-05
Operations Q1                                         1-Feb-06
Operations Q2                                         2-May-06
Operations Q3                                        31-Jul-06
Operations Q4                                        31-Oct-06


Note: See Program schedule for milestone definition



                     SOLICITATION NUMBER HSCG23-04-R-ADA001

                                 PRICE PROPOSAL

                                       FOR

                                   COAST GUARD
                      AUTOMATIC IDENTIFICATION SYSTEM (AIS)
                                   REVISION A

                                  30 APRIL 2004

                                  SUBMITTED TO:

                               COMMANDANT (CG-851)
                        2100 SECOND STREET, SW, ROOM 2606
                            WASHINGTON, DC 20593-0001
                             TELEPHONE: 202-267-2285

                                  SUBMITTED BY:

                                                            21700 ATLANTIC BLVD.
                                                              DULLES, VA 22102
(ORBCOMM(R) LOGO)                                              WWW.ORBCOMM.COM

                                                              DUNS # 146-118-901

                            DISTRIBUTION RESTRICTIONS

This proposal or quotation includes data that shall not be disclosed outside of
the Government and shall not be duplicated, used, or disclosed in whole or in
part for any purpose other than to evaluate this proposal or quotation. If,
however, a contract is awarded to this offeror or quoter as a result of or in
connection with the submission of this data, the Government shall have the right
to duplicate, use or disclose the data to the extent provided in the resulting
contract. This restriction does not limit the Government's right to use
information contained in the data if it is obtained from another source without
restriction. The data subject to this restriction is contained in sheets marked
with the following legend: "Use Or Disclosure Of Data Contained On This Sheet Is
Subject To The Restriction On The Title Page Of This Proposal."



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

APPENDIX -A

          REFERENCE NO. OF DOCUMENT BEING CONTINUED HSCG23-04-R-ADA001

NAME OF OFFEROR OR CONTRACTOR: ORBCOMM



ITEM NO.                         SUPPLIES/SERVICES                   QUANTITY   UNIT   UNIT PRICE     AMOUNT
  (A)                                   (B)                            (C)       (D)       (E)          (F)
- --------   -------------------------------------------------------   --------   ----   ----------   ----------
                                                                                     
           FOB: Destination
           Period of Performance: 04/15/2004 to 12/31/2006

  00001    All work associated with the Concept Validation Payload     1.00      JB    $7,105,564   $7,105,564
           through launch IAW the attached statement of work

  00002    Operational evaluation and maintenance of the Concept       1.00      JB    $  380,068   $  380,068
           Validation Payload after launch IAW the attached
           statement of work

           RECURRING SERVICE (BASE YEARS)

 00002A    Option 1 - Low Usage                                        1.00      JB    $  198,000   $  198,000

 00002B    Option 2 - Medium Usage                                     1.00      JB    $  396,000   $  396,000

 00002C    Option 3 - High Usage                                       1.00      JB    $  594,000   $  594,000

  00003    All work associated with the Design of the AIS portion      1.00      JB    $  122,843   $  122,843
           of the planned ORBCOMM constellation replishment
           satellites IAW the attached statement of work

  00004    OPTION: Operational evaluation and maintenance of the       1.00      JB    $  397,913   $  397,913
           Concept Validation Payload after launch IAW the
           attached statement of work. One-year optional period

           RECURRING SERVICE (OPTION YEAR)

 00004A    Option 1 - Low Usage                                        1.00      JB    $  198,000   $  198,000

 00004B    Option 2 - Medium Usage                                     1.00      JB    $  396,000   $  396,000

 00004C    Option 3 - High Usage                                       1.00      JB    $  594,000   $  594,000



                                        2
       Use Or Disclosure Of Data Contained On This Sheet is Subject To The
                 Restriction On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

          CONCEPT VALIDATION DEMONSTRATION INTEGRATION & LAUNCH (CVDIL)



                                                                      CLIN 00001
                                 -----------------------------------------------------------------------------------
                                          2004                    2005                   2006
                                 ---------------------   ---------------------   -------------------
COST CATEGORY                         RATE       HOURS        RATE       HOURS       RATE      HOURS       TOTAL
- -------------                    -------------   -----   -------------   -----   -----------   -----   -------------
                                                                                  
PRIME DIRECT LABOR
Business Analyst                 $       33.53     460   $       35.54     208   $     36.96     56    $   24,885.88
Controller/Tech Support          $       23.71      24   $       25.13     192   $     26.14     12    $    5,707.68
Junior Engineer                  $       32.86    2087   $       34.83    2767   $     36.22    563    $  185,345.29
Senior Engineer                  $       46.99    1716   $       49.81     929   $     51.80    114    $  132,813.53
Manager                          $       69.18    1045   $       73.33     652   $     76.26     70    $  125,442.46

                                      COST                    COST                   COST
SUBTOTAL                         $  237,499.60           $  202,676.54           $ 34,018.70

TOTAL PRIME DIRECT LABOR COSTS                                                                         $  474,194.84

Fringe Benefits %                        22.72%                  22.72%                22.72%          $  107,737.07

TOTAL DIRECT LABOR + FRINGE
BENEFITS                                                                                               $  581,931.91

SUBCONTRACTOR(SC) LABOR               COST                    COST                   COST
Subcontractor Direct Labor       $  264,582.00           $     436,320           $118,800.00           $     819,702
Subcontractor Management Cost            10.00%                     10%                   10%          $   81,970.20

TOTAL SUBCONTRACTOR COSTS                                                                                   901672.2

TOTAL DIRECT LABOR (PRIME +
SUB)                                                                                                   $1,483,604.11

MATERIAL                              COST                    COST                   COST
Material (Direct + SC)           $2,610,000.00           $1,580,000.00           $      0.00           $   4,190,000
Material Overhead %                       8.00%                   8.00%                 8.00%                 335200

TOTAL MATERIAL COST                                                                                    $4,525,200.00

OTHER DIRECT COSTS
                                      COST                    COST                   COST
Travel                           $   50,450.00           $   93,434.00           $      0.00           $     143,884
ODC Category                                 0                       0                     0           $           0

TOTAL ODCS                                                                                             $     143,884

TOTAL PROPOSED COST LESS G&A                                                                           $6,152,688.11
                                     G&A %
GENERAL & ADMINISTRATIVE (G&A)           89.95%                                                        $  426,538.26

TOTAL PROPOSED COST PLUS G&A                                                                           $6,579,226.37

FIXED FEE                                 8.00%                                                        $  526,338.11

TOTAL PROPOSED COST PLUS FIXED
FEE                                                                                                    $7,105,564.48



                                        3
Use Or Disclosure Of Data Contained On This Sheet is Subject To the Restriction
                        On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

                    OPERATIONS SUPPORT MAINTENANCE & SERVICES



                                                                CLIN 00002
                                 -----------------------------------------------------------------------
                                      2004               2005                  2006
                                 --------------   ------------------   -------------------
COST CATEGORY                     RATE    HOURS      RATE      HOURS       RATE      HOURS      TOTAL
- -------------                    ------   -----   ----------   -----   -----------   -----   -----------
                                                                        
PRIME DIRECT LABOR
Business Analyst                 $33.53     0     $    35.54     35    $     36.96     173   $  7,637.98
Controller/Tech Support          $23.71     0     $    25.13    704    $     26.14    3440   $107,613.12
Junior Engineer                  $32.86     0     $    34.83     51    $     36.22     253   $ 10,939.99
Senior Engineer                  $46.99     0     $    49.81     51    $     51.80     253   $ 15,645.71
Manager                          $69.18     0     $    73.33     53    $     76.26     259   $ 23,637.83

                                  COST               COST                  COST
                      SUBTOTAL   $ 0.00           $27,138.55           $138,336.08

TOTAL PRIME DIRECT LABOR COSTS                                                               $165,474.63

Fringe Benefits %                 22.72%               22.72%                22.72%          $ 37,595.84

TOTAL DIRECT LABOR + FRINGE
AND OH                                                                                       $203,070.47

SUBCONTRACTOR(SC) LABOR           COST               COST                  COST
Subcontractor Direct Labor       $    0           $        0           $         0                     0
Subcontractor Management Cost     10.00%               10.00%                10.00%                    0

TOTAL SUBCONTRACTOR COSTS                                                                              0

TOTAL DIRECT LABOR (PRIME +
SUB)                                                                                         $203,070.47

MATERIAL                          COST               COST                  COST
Material (Direct + SC)           $ 0.00           $     0.00           $      0.00           $         0
Material Overhead %                8.00%                8.00%                 8.00%                    0

TOTAL MATERIAL COST                                                                          $      0.00

OTHER DIRECT COSTS
                                  COST               COST                  COST
Travel                           $ 0.00           $     0.00           $      0.00           $         0
ODC Category                     $ 0.00           $     0.00           $      0.00           $         0

TOTAL ODCS                                                                                   $         0

TOTAL PROPOSED COST LESS G&A                                                                 $203,070.47
                                  G&A %
GENERAL & ADMINISTRATIVE (G&A)    89.95%                                                     $148,844.43

TOTAL PROPOSED COST PLUS G&A                                                                 $351,914.90

FIXED FEE                          8.00%                                                     $ 28,153.19

TOTAL PROPOSED COST PLUS FIXED
FEE                                                                                          $380,068.09



                                        4
Use Or Disclosure Of Data Contained On This Sheet is Subject To the Restriction
                        On The Title Page Of This Proposal





                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

IMPLEMENTATION OF REPLACEMENT SPACECRAFT



                                                              OPTION CLIN 00003
                                     ------------------------------------------------------------------
                                            2004               2005             2006
                                     ------------------   --------------   --------------
COST CATEGORY                           RATE      HOURS    RATE    HOURS    RATE    HOURS       TOTAL
- -------------                        ----------   -----   ------   -----   ------   -----   -----------
                                                                       
PRIME DIRECT LABOR
Business Analyst                     $    33.53    172    $35.54     0     $36.96     0     $  5,767.16
Controller/Tech Support              $    23.71      0    $25.13     0     $26.14     0     $      0.00
Junior Engineer                      $    32.86    444    $34.83     0     $36.22     0     $ 14,589.84
Senior Engineer                      $    46.99    412    $49.81     0     $51.80     0     $ 19,359.88
Manager                              $    69.18    199    $73.33     0     $76.26     0     $ 13,766.82

   SUBTOTAL                          $53,483.70           $ 0.00           $ 0.00

TOTAL PRIME DIRECT LABOR COSTS                                                              $ 53,483.70

Fringe Benefits %                         22.72%           22.72%           22.72%          $ 12,151.50

TOTAL DIRECT LABOR + FRINGE                                                                 $ 65,635.20

SUBCONTRACTOR(SC) LABOR                 COST               COST             COST
Subcontractor Direct Labor                                                                            0
Subcontractor Management Cost             10.00%           10.00%           10.00%                    0

TOTAL SUBCONTRACTOR COSTS                                                                             0

TOTAL DIRECT LABOR (PRIME + SUB)                                                            $ 65,635.20

MATERIAL                                COST               COST             COST
Material (Direct + SC)               $     0.00           $ 0.00           $ 0.00           $         0
Material Overhead %                        8.00%            8.00%            8.00%                    0

TOTAL MATERIAL COST                                                                         $      0.00

OTHER DIRECT COSTS
                                        COST               COST             COST
Travel                               $     0.00           $ 0.00           $ 0.00           $         0
ODC Category                         $     0.00           $ 0.00           $ 0.00           $         0

TOTAL ODCS                                                                                  $         0

TOTAL PROPOSED COST LESS G&A                                                                $ 65,635.20
                                        G&A %
GENERAL & ADMINISTRATIVE (G&A)            89.95%                                            $ 48,108.59

TOTAL PROPOSED COST PLUS G&A                                                                $113,743.78

FIXED FEE                                  8.00%                                            $  9,099.50

TOTAL PROPOSED COST PLUS FIXED FEE                                                          $122,843.29



                                        5
Use Or Disclosure Of Data Contained On This Sheet is Subject To the Restriction
                       On The Title Page Of This Proposal



                                                              HSCG23-04-R-ADA001
(ORBCOMM(R) LOGO)                                                COAST GUARD AIS

             OPTION YEAR -OPERATIONS SUPPORT MAINTENANCE & SERVICES



                                             OPTION CLIN 00004
                                     --------------------------------
                                          YEAR 2007
                                     ------------------
COST CATEGORY                           RATE        HRS      TOTAL
- -------------                        -----------   ----   -----------
                                                 
PRIME DIRECT LABOR
Business Analyst                     $     38.44    208   $  7,995.52
Controller/Tech Support              $     27.19   4144   $112,675.36
Junior Engineer                      $     37.67    304   $ 11,451.68
Senior Engineer                      $     53.87    304   $ 16,376.48
Manager                              $     79.31    312   $ 24,744.72

                                         COST
   SUBTOTAL                          $173,243.76

TOTAL PRIME DIRECT LABOR COSTS                            $173,243.76

Fringe Benefits %                          22.72%         $ 39,360.98

TOTAL DIRECT LABOR + FRINGE                               $212,604.74

SUBCONTRACTOR(SC) LABOR                  COST
Subcontractor Direct Labor                                          0
Subcontractor Management Cost              10.00%                   0

TOTAL SUBCONTRACTOR COSTS                                           0

TOTAL DIRECT LABOR (PRIME + SUB)                          $212,604.74

MATERIAL                                 COST
Material (Direct + SC)               $      0.00          $         0
Material Overhead %                         8.00%                   0

TOTAL MATERIAL COST                                       $      0.00

OTHER DIRECT COSTS
                                         COST
Travel                               $      0.00          $         0
ODC Category                         $      0.00          $         0

TOTAL ODCS                                                $         0

TOTAL PROPOSED COST LESS G&A                              $212,604.74
                                        G&A %
GENERAL & ADMINISTRATIVE (G&A)             89.95%         $155,832.76

TOTAL PROPOSED COST PLUS G&A                              $368,437.50

FIXED FEE                                   8.00%         $ 29,475.00

TOTAL PROPOSED COST PLUS FIXED FEE                        $397,912.50



                                        6
Use Or Disclosure Of Data Contained On This Sheet is Subject To the Restriction
                       On The Title Page Of This Proposal

EX-10.2.1

                                                                  EXHIBIT 10.2.1

                                     ***  TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
                                          and 230.406

                              COOPERATION AGREEMENT

This Cooperation Agreement (this "Agreement"), effective as of the date of the
last signature hereto (the "Effective Date"), is entered into by and among
ORBCOMM Inc. (hereinafter referred to as "ORBCOMM") having its offices and place
of business at 21700 Atlantic Boulevard, Dulles, VA 20166, Stellar Inc.
(hereinafter referred to as "Stellar") having its offices and place of business
at 21700 Atlantic Boulevard, Dulles, VA 20166 and Delphi Corporation, acting by
and through its Delphi Electronics & Safety Division (hereinafter referred to as
"Delphi"), having its principal place of business at One Corporate Center, P.O.
Box 9005, Kokomo, Indiana 46904-9005. ORBCOMM, Stellar and Delphi are herein
sometimes referred to individually as a "Party" or collectively as the
"Parties".

RECITALS

WHEREAS, ORBCOMM owns and operates a multiple low earth orbit satellite-based
two-way data communication network (the "System") and is licensed to operate in
most developed countries and many developing countries; and

WHEREAS, Stellar, a majority owned subsidiary of ORBCOMM, is the designer and
supplier of modulator/demodulators ("Moderns") used for transmitting and
receiving data streams carried by the System; and

WHEREAS, Delphi Is a manufacturer of electronic products who supplies automotive
original equipment manufacturers ("OEM"s) with hardware that enables two-way
data services and other mobile communications means; and

WHEREAS, Delphi wishes to manufacture or have manufactured for Stellar certain
Modems used for transmitting and receiving Data carried by the System;

WHEREAS, the Parties believe by combining their considerable and complimentary
skills that the existing Modems can be improved upon to create a more
comprehensive and competitive solution to the need for reliable low cost two-way
data connectivity in fixed and mobile applications can be created; and

WHEREAS, the Parties intend to cooperate to create and provide such solutions to
worldwide industrial companies, while creating for each Party a valuable and
sustainable business opportunity; and

WHEREAS, the Parties wish to set forth the details of their agreement to
cooperate to achieve the above objectives.


                                  Page 1 of 24



THEREFORE, the Parties mutually agree as follows:

                             ARTICLE 1. DEFINITIONS

1.1  Affiliate

As used in this Agreement, "Affiliate" shall mean any corporation, partnership,
trust or other business entity, which directly or indirectly controls, is
controlled by, or is under common control with a Party. For the purposes of
defining an Affiliate, "control" means ownership of at least fifty percent (50%)
of the shares or other equity interest having power to elect directors or
persons performing a similar function.

1.2  Background Intellectual Property

As used in this Agreement, "Background Intellectual Property" of a Party means
the Intellectual Property of a Party which is owned or controlled by the Party
before the Effective Date of this Agreement or which is otherwise independently
created by a Party completely outside of the Project primarily for use outside
the Project and which is useful in performing the Project.

1.3  Delphi Field

As used in this Agreement, "Delphi Field" shall mean passenger vehicle;
recreational vehicle and truck OEMs; passenger vehicle and recreational vehicle
aftermarkets; and sellers of products to all such markets.

1.4  Foreground Intellectual Property

As used in this Agreement, "Foreground Intellectual Property" means Intellectual
Property resulting directly from and developed, conceived or created by the
employees or contractors of a Party (or their respective Affiliates) during the
performance of the Project or the Cooperation.

1.5  Intellectual Property

As used in this Agreement, "Intellectual Property" shall mean all rights in
ideas, inventions, works of authorship, know-how, trade secrets, pending patent
applications, patents, copyrights, or other proprietary information.


                                  Page 2 of 24



1.6  Licensed Product

As used in this Agreement, "Licensed Product" means a Product incorporating
Background Intellectual Property of a Party and covered by the terms of the
Cross License Agreement described in Paragraph 4.2 hereof and incorporated in
this Agreement as Attachment 1 hereof.

1.7  Existing Stellar Product

As used in this Agreement, "Existing Stellar Product" means Modems identified in
Attachment 2 hereto that incorporate Background Intellectual Property of
Stellar.

1.8  Project

As used in this Agreement, "Project" means the work conducted according to a
Scope of Work document (as defined below) under the terms of this Agreement.

1.9  Stellar Field

As used in this Agreement, "Stellar Field" shall mean two-way narrow-band
messaging for use on the ORBCOMM satellite network.

1.10 New Product

As used in this Agreement, "New Product" shall mean Modems and devices for
applications that require two-way data communications that are developed
pursuant to the Project or the Cooperation.

1.11 Territory

As used in this Agreement, "Territory" shall mean the regions in which Orbcomm
has secured regulatory approval from the appropriate governing bodies and
Stellar has the required regulatory approvals for Existing Stellar Products
and/or New Products.

              ARTICLE 2. ROLES AND RESPONSIBILITIES OF THE PARTIES

2.1  General Objectives of this Agreement

The Parties intend that: i) Delphi will manufacture or have manufactured
Existing Stellar Products for Stellar; and ii) the Parties will form a
cooperative business relationship that would include product development,
licensing of key enabling technologies and buy/sell


                                  Page 3 of 24



arrangements that would define and make available for sale, modems for two-way
satellite data communications for fixed and mobile applications (the
"Cooperation").

2.2  Joint Roles of the Parties Under this Agreement

     a.   Define requirements, such as features, functions, timing, target
          pricing and the source and amount of development funding for New
          Products, in the form of Scope of Work (SOW) documents.

     b.   Form an on-going business direction group (the "Steering Committee")
          to do, among other things:

          1)   Coordinate and review activities undertaken under the
               Cooperation;

          2)   Arrange for technical information exchanges and consultation
               related to meeting the business objectives of the Cooperation;
               and

          3)   Resolve joint business issues related to the Cooperation that may
               arise.

2.3  Roles of Delphi Under this Agreement

     a.   Participate as a member of the Steering Team.

     b.   Provide commercially reasonable resources and effort to meet the
          business objectives of the Cooperation.

     c.   Provide the relevant technical expertise for the design, development,
          validation of New Products, including

          1) Circuit board layout

          2) Interconnection means

          3) Embedded software

          4) ASIC designs

          5) Antennas

          6) Product packaging

          7) Human / machine interface, as required

          8) Product validation

     d.   Manufacture the Existing Stellar Products and the New Products
          consistent with automotive requirements for quality and reliability.

     e.   Support Stellar by having manufactured and/or manufacturing Existing
          Stellar Products.

     f.   Sell New Products hardware to Stellar under a separate supply
          agreement, between Stellar and Delphi.

     g.   Sell New Products for use in existing Delphi products, applications
          and existing OEM customer base.

     h.   Licensee of technology (as defined below) from Stellar

     i.   Licensor of technology to Stellar, if required


                                  Page 4 of 24



     j.   Marketing partner to ORBCOMM for ORBCOMM services to Delphi's customer
          base.

     k.   Disclose and document the Foreground Intellectual Property with the
          same level of detail and degree of completeness that is customarily
          and reasonably required by the automotive electronics industry.

     l.   Document manufacturing; assembly, calibration, testing, repair and
          troubleshooting procedures as well as other knowledge otherwise
          required to manufacture New Products and Existing Stellar Products
          with the same level of detail and degree of completeness that is
          customarily and reasonably required by the automotive electronics
          industry.

2.4  Roles of Stellar under this Agreement

     a.   Participate as a member of the Steering Team.

     b.   Provide commercially reasonable resources and effort to meet the
          business objectives of the Cooperation.

     c.   Provide necessary technical information and consultation to enable
          Delphi to design and develop New Products that are compatible with
          System requirements.

     d.   Provide no-charge access to Delphi to Stellar's development and
          simulation tools for New Product development purposes.

     e.   License to Delphi, under reasonable commercial terms, relevant
          intellectual property such as messaging protocols,
          encryption/decryption, and related subject areas to enable Delphi to
          manufacture and sell New Products.

     f.   Provide application and development support of New Products with
          resellers.

     g.   Perform type certification of New Products in the US, Canada, Mexico
          and the European Union (ETSI).

     h.   Provide technical support and warranty service for Stellar and ORBCOMM
          resellers.

     i.   Participate in joint marketing activities with, as deemed appropriate
          by Stellar in its sole discretion, in support of the objectives of the
          Cooperation.

2.5  Roles of ORBCOMM under this Agreement

     a.   Participate as a member of the Steering Team.

     b.   Participate in joint marketing activities with Delphi, as deemed
          appropriate by ORBCOMM in its sole discretion, in support of the
          objective of the Cooperation.


                                  Page 5 of 24



         ARTICLE 3. COMMERCIAL ISSUES RELATED TO PRODUCT DEVELOPMENT AND
                                   PURCHASING

3.1  New Product Development

Each New Product that is identified by the Steering Committee as being desirable
and reasonably included in the business objectives of the Cooperation will be
incorporated into an SOW signed by all Parties, as set forth in Article 2.2 a
hereof, and made part of this Agreement. The terms of this Agreement will apply
to work done under such SOW.

3.2  Purchases of New Modems by Stellar

The Parties agree that Delphi will be given the first right of refusal following
termination of this Agreement to supply Stellar with New Products developed
under the Cooperation on no less favorable terms than Stellar can obtain from
other suppliers.

3.3  Delphi is Sole Supplier of New Products to Stellar

With the exception set forth in Section 3.4 hereof, Delphi shall be the sole
supplier of New Products to Stellar during the term of this Agreement, subject
to Delphi's ability to continuously provide competitive quality, delivery,
service and technology and further subject to Delphi's ability to meet
negotiated annual price points for such products.

3.4  Exception to Delphi's Sole Supplier Status

Notwithstanding the provisions of Section 3.3 hereof, European Datacomm Holdings
N.V. shall have the right to manufacture the Existing Stellar Products solely
for its own use.

3.5  Purchasing Agreement between Stellar and Delphi

Delphi's sales of Modems to Stellar will be made according to Stellar's standard
purchasing terms and conditions, as modified by a purchase agreement governing
commercial terms including, but not limited to warranty, delivery schedules,
payment terms, pricing, volume forecasts and related topics.

3.6  Recovery of Delphi's Engineering Expenses

If Delphi requests non-recurring engineering (NRE) funding for a Project and if
Stellar agrees to provide such NRE, the Parties will discuss and mutually agree
upon the amount of NRE that Stellar will provide prior to the start of such
Project. Delphi will amortize such agreed-upon amount of NRE in the selling
price of the New Product developed under such Project. The amount of
amortization per unit of New Product sold will be based upon the number of units
committed by Stellar and their customers in a


                                  Page 6 of 24



purchase order issued to Delphi. If the committed volumes in the purchase order
are not achieved, then Delphi shall be entitled to be paid the remaining balance
of the unamortized NRE upon completion of such purchase order.

                        ARTICLE 4. INTELLECTUAL PROPERTY

4.1  Ownership of Background Intellectual Property

Each Party is and remains the owner of its Background intellectual Property.

4.2  Cross Licensing of the Parties' Background Intellectual Property and Solely
     Owned Foreground Intellectual Property.

Subject to Section 4.3, the Parties understand and agree that a Party may
require a license to the other Party's Background Intellectual Property in order
to make, have made, use and sell Existing Stellar Products and New Products, if
such Existing Stellar Product or New Product incorporates such other Party's
Background Intellectual Property. The Parties further agree that a commercially
reasonable royalty would be due to the licensor by the licensee in such
circumstances except if Delphi makes Licensed Products for sale to Stellar, in
which case no royalty would be due by Delphi if such Licensed Products are sold
to Stellar. The terms for such cross license are set forth in Attachment 1
hereof.

4.3  Joint Ownership of Foreground Intellectual Property

Foreground Intellectual Property shall be jointly owned by the Parties for all
applications thereof, without any accounting required by one Party to the other,
including the right to grant non-exclusive licenses, provided that during and
after the term of this Agreement: i) Stellar shall not use, shall cause its
Affiliates not to use, and shall not grant the right to any third party to use,
the Foreground Intellectual Property or the other Party's Background
intellectual Property for applications outside the Stellar Field or sell New
Products outside the Stellar Field; and ii) Delphi shall not use, shall cause
its Affiliates not to use, and shall not grant the right to any third party to
use, the Foreground Intellectual Property or the other Party's Background
Intellectual Property for applications outside the Territory outside the Delphi
Field or sell Existing Stellar Products or New Products outside the Territory
outside the Delphi Field; and iii) the Parties may together, but not
individually, grant to European Datacomm Holdings N.V or its Affiliates the
right to manufacture or sell New Products. The Parties shall cooperate with one
another as necessary to apply for patents or otherwise take steps to protect
Foreground Intellectual Property, including deciding which inventions to apply
for protection on, selecting the countries for registration, selecting the Party
that submits and is responsible for preparing the application, and sharing of
costs (which shall be in equal proportions,


                                  Page 7 of 24



unless otherwise agreed). No Foreground Intellectual Property may be transferred
to any third party without the foregoing restrictions on such use being
conditions of such transfer. Any transfer of Foreground Intellectual Property
without such conditions shall be void.

4.4  Patent Applications for Foreground Intellectual Property

If one of the Parties does not wish to share the costs for filing a patent
application in a particular country for a jointly owned invention, then the
filing Party shall bear all the costs for that particular patent application,
and the Party not wishing to share in such costs shall assign its rights in such
application to the filing Party. The assigning Party and its Affiliates shall
retain a perpetual, nonexclusive, royalty-free license in and to any patent
issuing from such patent application or continuation, continuation-in-part,
divisional, extension, reissue, reexamination or foreign counterparts of such
patent application.

                            ARTICLE 5. NON-DISCLOSURE

Without limiting the generality of Article 4, information disclosed by one Party
to the other Party under this Agreement shall be considered confidential and
proprietary if in writing and clearly marked with a Confidential, or similar
legend. Both Parties to this Agreement agrees to protect such proprietary
information from disclosure to third parties for five (5) years from the date of
such disclosure, using the same degree of care each Party uses in respect to
information of its own that it does not want disclosed to third parties.
However, this Agreement does not impose any obligation on a Party receiving
information under this Agreement if that Party can document:

     (a)  is already known to such Party at the time first received from the
          disclosing Party; or

     (b)  is publicly known through no wrongful act of such Party; or

     (c)  is received by such Party from a third party without similar
          restriction and without breach of this Agreement; or

     (d)  is independently developed by such Party without access to the
          disclosed information; or

     (e)  is approved for release by written authorization of the Party which
          originally disclosed such information; or

     (f)  is disclosed pursuant to an order of Court, provided that the
          receiving Party gives the disclosing Party prompt notice of any
          subpoena or application for such order seeking the information.


                                  Page 8 of 24



                              ARTICLE 6. LIABILITY

6.1  No Liability for Salaries and Benefits of other Party

No employees of either Party will be considered employees of the other Party,
and each Party (the "Visiting Party") shall be responsible for, and indemnify
the other Party (the "Host Party") against the salaries, employee benefits,
insurance, federal state and local taxes, unemployment claims, and worker's
compensation claims of Visiting Party's employees while on the premises of the
Host Party. Personnel of the Visiting Party, while on the premises of the Host
Party, shall comply with all laws, regulations, and the then regular and
established rules and regulations of the Host Party.

6.2  No Warranty

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE SUPPLY AGREEMENT, EACH PARTY
HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT
TO EXISTING STELLAR PRODUCTS OR NEW PRODUCTS.

6.3  No Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTAL, ECONOMIC LOSS AS A RESULT OF PERFORMANCE HEREUNDER REGARDLESS IF THE
OTHER PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

                         ARTICLE 7. TERM AND TERMINATION

7.1  Term of the Agreement

The term of this Agreement is until December 31, 2005. This Agreement may be
extended upon the mutual written agreement of both Parties.

7.2  Mutual Termination of this Agreement

The Parties may terminate this Agreement at any time upon mutual written
agreement.

7.3  Termination for Cause

A Party shall have the right to terminate this Agreement upon material breach of
this Agreement by the other Party and such breach is not remedied within sixty
(60) days of


                                  Page 9 of 24



such Party having been given written notice of such breach. A material breach
includes, but is not limited to, material breach of the terms of the Cross
License Agreement of Attachment 1 hereof. If such breach is remedied within such
sixty (60) period, then this Agreement shall continue in full force and effect
as if such notice had not been given.

7.4  Effect of Termination for Cause Upon the Breaching Party Upon termination
     of this Agreement for cause, the following shall apply:

     a.   The breaching Party shall pay any royalties due the non-breaching
          Party under the terms of the Cross License Agreement of Attachment 1
          hereof within sixty (60) days after the effective date of termination;
          and

     b.   Subject to Paragraph 7.4(c) below, and notwithstanding any provision
          in this or the Cross-License Agreement to the contrary the breaching
          Party shall immediately discontinue the manufacture and sale of
          Licensed Products; and

     c.   Notwithstanding the provisions of Paragraph 7.4(b) above, if Delphi is
          the breaching Party, Delphi may continue to exercise its rights
          hereunder to the extent reasonably necessary to fulfill any binding
          sales commitments existing as of the date of notice of breach, but not
          undertake to make further sales commitments or renew or extend
          existing sales commitments for Licensed Products as of such date, and
          to otherwise liquidate any inventory of Licensed Products, subject to
          the obligation to remit royalties and reports to the non-breaching
          party in accordance with the Cross License Agreement of Attachment 1
          hereof;

     d.   Notwithstanding the provisions of Paragraph 7.4(b) above, if Stellar
          is the breaching Party, Stellar may continue to exercise its rights
          hereunder for up to twelve (12) months, subject to the obligation to
          remit royalties and reports to the non-breaching party in accordance
          with the Cross License Agreement of Attachment 1 hereof

     e.   Regardless of who is the breaching Party, then in addition to the
          provisions of Paragraph 7.5, Delphi agrees that it will continue, at
          Stellar's request, to manufacture and sell Licensed Products to
          Stellar for up to twelve (12) months following the effective date of
          termination; and

     f.   Within ten (10) days after the effective date of expiration or
          termination of this Agreement, or such date as the breaching Party
          continues to exercise its rights pursuant to Paragraph 7.4(c), the
          breaching Party shall return or destroy, as determined by the
          non-breaching Party, all copies of all confidential materials provided
          by the non-breaching Party under this Agreement.


                                  Page 10 of 24



7.5  Effect of Termination for Cause Upon the Non-Breaching Party

The license to the Non-breaching Party under the Cross License Agreement of
Attachment 1 hereof shall continue in full force and effect after termination
under Paragraph 7.3 of this Agreement under, subject to the Non-breaching
Party's continuous fulfillment of all its obligations under the Cross License
Agreement. If Delphi is the breaching party, Stellar shall have the right to
continue to access all proprietary and non proprietary hardware and software and
documentation therefor, and Delphi shall continue to provide uninterrupted
supply of products and raw materials to Stellar customers at terms and prices
not different than those existed prior to the breach. If a change of
manufacturing site is required, then such change will follow an uninterrupted
transition period of four (4) months during which Stellar would source another
manufacturing contractor and Delphi will provide commercially reasonable support
to facilitate such change.

7.6  Residual Obligations of the Parties upon Expiration or Termination of this
     Agreement

The Articles 4.1, 4.2, 4.3, 4.4, 5, 6, 7.4, 7.5, 7.6, 8.4, 8.9 and the Cross
License Agreement of Attachment 1 hereof shall survive expiration or termination
of this Agreement.

                            ARTICLE 8. MISCELLANEOUS

8.1  Notices

     All notices, consents, waivers, and other communications under this
     Agreement must be in writing and will be deemed to have been duly given
     when (a) delivered by hand (with written confirmation of receipt), (b) sent
     by facsimile (with written confirmation of receipt), provided that a copy
     is mailed by registered mail, return receipt requested, or (c) when
     received by the addressee, if sent by a nationally recognized overnight
     delivery service (receipt requested), in each case to the appropriate
     addresses and facsimile numbers set forth below (or to such other addresses
     and facsimile numbers as a Party may designate by notice to the other
     Party):

     If to ORBCOMM:

          ORBCOMM
          21700 Atlantic Boulevard
          Dulles, VA 20166


                                 Pages 11 of 24



          Attention: Marc Eisenberg
          Fax: (703) 433-6400

     If to Stellar

          Stellar Inc.
          21700 Atlantic Boulevard
          Dulles, VA 20166

          Attention: Acting General Manager
          Fax: (703) 433-6400

     If to Delphi:

          Delphi Electronics & Safety Division
          One Corporate Center
          P.O. Box 9005
          Kokomo, Indiana U.S.A. 46904-9005

          Attention: Business Line Executive, Wireless
          Fax: 1.765.451.9722

     Any Party may change its address by a notice given to the other Parties in
     the manner set forth above.

8.2  Paragraph Titles

     Paragraph titles are intended only for quick reference in finding parts of
     this Agreement. They are not to be used in interpreting this Agreement.

8.3  No Party Deemed Drafter

     All provisions of this Agreement have been negotiated by the Parties at
     "arm's length" and with the full opportunity to discuss these provisions
     with their legal counsel. The Parties agree that no Party shall be deemed
     to be the drafter of this Agreement and further, that in the event that
     this Agreement is ever construed in a court of law, such court shall not
     construe this Agreement or any provision of this Agreement against any
     Party as the drafter of this Agreement.

8.4  Publicity

     Each Party agrees that neither the existence nor the terms of this
     Agreement will be disclosed and that neither Party will use the other's
     name, either expressed or


                                 Pages 12 of 24



     implied, in its publicity, advertising, promotional or product related
     literature without the other Party's written consent, whose consent will
     not be unreasonably withheld. This provision shall survive the expiration,
     termination or cancellation of this Agreement.

8.5  No Authority

     This Agreement and the work performed hereunder shall not cause or imply
     that there exists among the Parties hereto any partnership, joint venture,
     or other combined business organization, and the respective rights and
     obligations of the Parties shall be only those expressly set forth herein.
     NEITHER PARTY HAS ANY AUTHORITY HEREUNDER TO ASSUME OR CREATE ANY
     OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED, ON BEHALF OF, OR IN THE
     NAME OF, THE OTHER PARTY OR TO BIND THE OTHER PARTY IN ANY WAY WHATSOEVER
     TO THIRD PARTIES.

8.6  Partial Invalidity

     If any provision of this Agreement is invalid or unenforceable under any
     statute, regulation, ordinance, executive order or other rule of law, such
     provision will be deemed reformed or deleted, as the case may be, but only
     to the extent necessary to comply with such statute, regulation, ordinance,
     executive order or other rule of law and the remaining provisions of this
     Agreement will remain in full force and effect.

8.7  Dispute Resolution

     8.7.1. Informal Dispute Resolution

          In the event that any dispute, controversy, or claim between the
          Parties arises out of the interpretation of, or performance under this
          Agreement, the Parties agree to refrain from initiating any legal or
          other proceedings until all of the procedures set forth in this
          Paragraph 8.7 have been exhausted.

     8.7.2. Negotiation

          The Parties shall first attempt to resolve amicably and informally any
          dispute, controversy, or claim arising out of or relating to this
          Agreement, including without limitation the interpretation,
          performance, breach, termination or invalidity of this Agreement (the
          "Dispute"). A Party shall initiate informal negotiations to resolve
          the Dispute by giving the other Party notice ("Request for Informal
          Dispute Resolution") of such intent.


                                 Pages 13 of 24



          The Request for Informal Dispute Resolution shall (1) describe the
          Dispute and (2) propose the procedure for its amicable resolution,
          including, if appropriate, the hiring of consultants. Within thirty
          (30) days of the date of such Request for Informal Dispute Resolution,
          the Parties shall attempt to resolve the Dispute amicably, and no
          Party shall resort to any other means of dispute resolution for at
          least thirty (30) days after such Request for Informal Dispute
          Resolution has been delivered.

     8.7.3. Management Negotiation

          If any Dispute is not resolved pursuant to Paragraph 8.7.2 of this
          Agreement, each Party shall designate one or more executives (the
          "Executives") to act on behalf of such Party to negotiate to solve the
          matter. At the earliest practical time, and in any event, no later
          than thirty (30) days after the conclusion of the process set forth in
          Paragraph 8.7.2 of this Agreement, the Executives of both Parties
          shall endeavor to meet in a mutually agreeable location to discuss the
          Dispute. The Executives shall endeavor to negotiate in good faith to
          resolve the Dispute, and any resolution shall be set forth in writing
          and signed by both Parties. Such a resolution shall be final and
          binding on the Parties. No party shall resort to any other means of
          resolution for at least ten (10) additional days after the thirty (30)
          day period set forth above for the Executives to meet.

     8.7.4. Arbitration

          Any Dispute not settled amicably or by informal negotiations in
          accordance Paragraphs 8.7.2 and 8.7.3 of this Agreement shall be
          settled by arbitration in accordance with the Commercial Arbitration
          Rules of the American Arbitration Association, and judgment upon the
          award rendered by the arbitrator(s) may be entered in any court having
          jurisdiction thereof. The language used in arbitration, including the
          language of the proceedings, the language of the award and the reasons
          supporting it, shall be English. The arbitrator shall be a retired
          judge. Arbitration shall take place in New York, New York, United
          States of America.

8.8  Waivers

     No failure or delay on the part of either party in the exercise of any
     right or privilege hereunder shall operate as a waiver thereof, nor shall
     any single or partial exercise of any such right or privilege preclude
     other or further exercise thereof or of any other right or privilege.


                                 Pages 14 of 24



8.9  Assignment

     A Party may not assign this Agreement without the other Party's prior
     written approval except to one of its Affiliates, or in connection with the
     sale or merger of the business related to the subject matter of this
     Agreement. Any assignment in violation of the foregoing shall be void.

8.10 Force Majeure and Compliance with Laws

     No party shall be liable for delay in performance or failure to perform in
     whole or in part the terms of this Agreement due to labor dispute, strike,
     labor shortage, war or act of war (whether an actual declaration is made or
     not), insurrection, riot, or civil commotion, act of public enemy,
     accident, fire, flood or other act of God, act of any governmental
     authority, judicial action, short or reduced supply of fuel or raw
     materials, technical failure where such party has exercised ordinary care
     in the prevention thereof, or causes beyond the control of such party,
     whether or not similar to the matters herein enumerated, and any such delay
     or failure shall not be considered a breach of this Agreement provided that
     the Party relying on this provision resumes performance as quickly as
     possible after such Force Majeure event, and that the other Party has no
     obligation to make payment until such performance resumes.

8.11 Governing Law

     This Agreement shall be governed by and interpreted in accordance with the
     laws of the State of New York, United States of America without giving
     effect to the doctrine of the conflicts of laws.

8.12 Entire Agreement

     This Agreement supersedes any prior agreements or understandings, written
     or otherwise between the Parties relating to the negotiation of this
     Agreement. No amendment or modification of terms and conditions of this
     Agreement shall be valid or binding upon the Parties unless signed by their
     respective authorized officers.

8.13 Counterparts

     This Agreement may be executed in one or more counterparts, each of which
     will be deemed to be an original copy of this Agreement and all of which,
     when taken together, will be deemed to constitute one and the same
     agreement.


                                 Pages 15 of 24



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the
dates below.

                                        DELPHI INCORPORATED
                                        DELPHI ELECTRONICS & SAFETY
ORBCOMM INCORPORATED.                   DIVISION


By: /s/ J. Eisenberg                    By: /s/ Robert W. Schumacher
    ---------------------------------       ------------------------------------
Printed Name: J. Eisenberg              Printed Name: Robert W. Schumacher
Title:  CEO                             Title: Business Line Executive, Wireless
Date May 18, 2004                       Date May 17, 2004


STELLAR INC.


By: /s/ Steven F. Mazur
    ---------------------------------
Printed Name: Steven F. Mazur
Title: General Manager
Date May 18, 2004


                                 Pages 16 of 24



                                  ATTACHMENT 1

                             CROSS LICENSE AGREEMENT

This Cross License Agreement (this "Agreement"), effective as of the date of the
last signature hereto (the "Effective Date"), is entered into by and between
Stellar lnc. (hereinafter referred to as "Stellar") having its offices and place
of business at 21700 Atlantic Boulevard, Dulles, VA 20166 and Delphi
Corporation, acting by and through its Delphi Electronics & Safety Division
(hereinafter referred to as "Delphi"), having its principal place of business at
One Corporate Center, P.O. Box 9005, Kokomo, Indiana 46904-9005. Stellar and
Delphi are herein sometimes referred to individually as a "Party" or
collectively as the "Parties".

RECITALS

WHEREAS, the Parties have entered into a Cooperation Agreement (the "Cooperation
Agreement") concurrently with this Agreement; and

WHEREAS, the Cooperation Agreement contemplates that the Parties would license
their respective Intellectual Property to the other Party subject to the terms
of Paragraphs 4.2 and 4.3 of the Cooperation Agreement; and

WHEREAS, the Parties wish to enter into this Agreement to enable the Parties to
obtain such licenses.

THEREFORE, the Parties mutually agree as follows:

                             ARTICLE 1. DEFINITIONS

The definitions in the Cooperation Agreement are hereby incorporated by
reference.

                               ARTICLE 2. LICENSES

2.1  Delphi Background Intellectual Property License to Stellar

     Delphi grants to Stellar a non-exclusive, non-transferable (except when
     transferred together with the Cooperation Agreement), worldwide, royalty
     bearing license, without the right to sublicense except to Stellar's
     Affiliates, under Delphi Background Intellectual Property to make, have
     made, use, sell, lease or otherwise dispose of Licensed Products according
     to the terms of Paragraphs 4.2 and 4.3 of the Cooperation Agreement.


                                 Pages 17 of 24




2.2  Stellar Background Intellectual Property License to Delphi

     Stellar grants to Delphi a non-exclusive, non-transferable (except when
     transferred together with the Cooperation Agreement) worldwide, royalty
     bearing (except when Delphi sells Licensed Products manufactured for sale
     to Stellar) license, without the right to sublicense except to Delphi's
     Affiliates, under Stellar Background Intellectual Property to make, have
     made, use, sell, lease or otherwise dispose of Licensed Products according
     to the terms of Paragraphs 4.2 and 4.3 of the Cooperation Agreement.

2.3  No Other Licenses

     No other licenses under either Party's Intellectual Property are granted to
     the other Party except as expressly granted in this Article 2.

                            ARTICLE 3. CONSIDERATION

3.1  Royalties

     A Party selling a Licensed Product under the terms of Paragraphs 4.2 and
     4.3 of the Cooperation Agreement (the "Licensee") shall pay the other Party
     (the "Licensor") a royalty equal to [***] percent ([***]%) of the invoice
     price of such Licensed Product multiplied by the number of units of
     Licensed Products sold during the reporting period specified in Paragraph
     4.1 hereof. A sale shall have occurred when a Licensed Product is invoiced,
     or if not invoiced, when delivered by Licensee to a third party. Unit sales
     of Licensed Products shall be determined by the net number of unit sales of
     Licensed Products by Licensee in a reporting period, less reasonable
     numbers of samples provided gratis to the Licensee's customers and less
     warranty returns in that same reporting period.

3.2  Late Payment Fees

     Any royalty payment hereunder which shall be delayed beyond the due date
     shall be subject to an interest charge of one percent (1%) per month on the
     unpaid balance payable in U.S. currency until paid. The foregoing payment
     of interest shall not affect Licensor's right to terminate in accordance
     with Article 5 of this Agreement.


                                 Pages 18 of 24



3.3  Royalty Payments to Delphi

     Royalty payments hereunder are to be made by electronic fund transfer to
     the account of Delphi:

     The Chase Manhattan Bank N.A.
     One Chase Manhattan Plaza
     New York, NY, 10081 USA
     ABA #021000021

     Credit to Delphi Technologies, Inc.
     Account Number 323 022 537

     By order of Stellar Inc.

3.4  Royalty Payments to Stellar

     Royalty payments hereunder are to be made by electronic fund transfer to
     the account of Stellar:

     Stellar Inc.
     21700 Atlantic Boulevard
     Dulles, VA 20166

     Credit to Stellar, Inc.
     ABA# 021200339
     Swift # FNBBUS33
     Account Number 942 126 5382

     By order of Delphi Corporation

                     ARTICLE 4. REPORTS AND TIME OF PAYMENT

4.1  Unit Sales Reporting

Upon commencement of sales by Licensor of Licensed Products to a third party
customer, and for the duration of its third party sales activity, Licensor shall
submit quarterly reports within thirty (30) days of the end of each calendar
quarter (March, June, September, December), and within thirty (30) days after
any termination of this Agreement. Each report shall set forth, for the
respective report period, the total unit sales of Licensed Products during the
period of the calendar quarter just ended and the revenues obtained from such
sales.


                                 Pages 19 of 24



4.2  Time of Payment

     Licensee shall pay any amounts due to Licensor under Paragraph 3.1 hereof
     quarterly at the same time as the reports are due under Paragraph 4.1
     hereof.

4.3  Records

     Licensee shall keep true and accurate records and accounts to show its
     sales of Licensed Products in sufficient detail to enable the payments set
     forth in this Agreement to be independently determined by Licensor or
     Licensor's designated agent. Licensee shall permit such records to be
     examined from time to time by authorized representatives of Licensor during
     normal business hours to the extent necessary to verify the reports and
     payments required hereunder.

                             ARTICLE 5. TERMINATION

5.1  Termination for Cause

     Licensor may terminate this Agreement at any time on thirty (30) days
     written notice to Licensee for material failure of Licensee to fulfill any
     of its obligations hereunder; provided, however, that if during the thirty
     (30) day period Licensee shall have fulfilled such obligations, this
     Agreement shall continue in full force and effect as if no such notice had
     been given.

5.2  Effect of Termination upon Licensee

     Upon termination of this Agreement, the terms of Paragraphs 7.4 and 7.6 of
     the Cooperation Agreement shall apply to the Licensee.

                           ARTICLE 6. ENTIRE AGREEMENT

This Agreement, along with the Cooperation Agreement constitutes the entire
agreement between the Parties hereto with respect to the matter and supersedes
all prior agreements and understandings between them with respect to such
matters.

                     ARTICLE 7. MODIFICATIONS AND AMENDMENTS

Neither this Agreement nor any of the terms hereof may be amended, supplemented,
waived or modified orally, but only by an instrument in writing signed by the
Parties hereto.


                                 Pages 20 of 24




                              ARTICLE 8. ASSIGNMENT

This Agreement may not be assigned by either Party hereto except with the prior
written consent of the other party, except that a Party may freely assign this
Agreement to any Affiliate. Any assignment in violation of the foregoing shall
be void.

                          ARTICLE 9. COSTS AND EXPENSES

Except as provided herein, or unless otherwise mutually agreed in advance in
writing, each Party will bear its own expenses associated with carrying out the
obligations imposed by this Agreement.

                  ARTICLE 10. GOVERNMENTAL LAWS AND REGULATIONS

Each party hereto is responsible for compliance with and for obtaining such
approvals or permits as may be required under national, local or other
governmental laws, ordinances, regulations and rules as may be applicable to the
performance of its responsibilities and obligations under this Agreement. The
Parties will cooperate in securing any such governmental approvals or permits
required to effect the transactions contemplated by this Agreement.

                              ARTICLE 11. LIABILITY

Neither party shall have any liability to the other for any claims, including
claims of patent infringement, brought against either Party arising out of the
manufacture, use or sale of Licensed Products under this Agreement.

                               ARTICLE 12. NOTICES

All notices required or permitted hereunder will be in writing and deemed
effective when delivered as follows:

     If to Delphi:    Delphi Electronics & Safety Division
                      One Corporate Center
                      Kokomo, IN 46905
                      Attention: Business Line Executive, Wireless

     If to Stellar:   Stellar Inc.
                      21700 Atlantic Boulevard
                      Dulles, VA 20166
                      Attention: Acting General Manager


                                 Pages 21 of 24



or to such other addresses as either party may hereafter designate in writing by
like notice.

                            ARTICLE 13. MISCELLANEOUS

13.1 No Warranty

Nothing in this Agreement shall be construed as a warranty or representation by
Licensor that any manufacture, use, sale, lease or any other disposition of the
Licensed Products will be free from infringement of any intellectual property of
a third party, except that the each Party represents that it is aware not of any
such infringement or threatened infringement as of the date hereof.

13.2 No Obligation

     Nothing in this Agreement shall be construed as imposing on Licensor any
     obligation to register or otherwise protect any intellectual property or to
     secure any patent or to maintain any patent or other intellectual property
     in force.

13.3 No Waiver

     No express or implied waiver by either of the Parties to this Agreement of
     any breach of any term, condition or obligation of this Agreement by the
     other Party shall be construed as a waiver of any subsequent breach of that
     or any other term, condition or obligation.

13.4 Governing Law

     This Agreement and the performance of the Parties hereunder shall be
     construed in accordance with and governed by the laws of the State of New
     York, USA.

13.5 Partial Invalidity

     If any term, clause or provision of this Agreement shall be judged to be
     invalid, the validity of any other term, clause or provision shall not be
     affected; and such invalid term, clause or provision shall be deemed
     deleted from this Agreement.


                                 Pages 22 of 24



IN WITNESS WHEREOF, the Parties have caused this Agreement to executed on the
dates below.

DELPHI CORPORATION
DELPHI ELECTRONICS & SAFETY DIVISION      STELLAR INC.


By: /s/ Robert W. Schumacher              By: /s/ Steven F. Mazur
    ---------------------------------         ----------------------------------
Printed: Robert W. Schumacher             Printed: Steven F. Mazur
Title: Business Line Executive,Wireless   Title: General Manager
Date May 17, 2004                         Date May 18, 2004


                                 Pages 23 of 24



                                  ATTACHMENT 2

                            EXISTING STELLAR PRODUCTS

ST 2500 and configurations thereof

STLite and configurations thereof


                                 Pages 24 of 24

EX-10.2.2

                                                                  EXHIBIT 10.2.2

                              AMENDMENT NUMBER ONE

                              COOPERATION AGREEMENT

ORBCOMM Inc.; Stellar Satellite Communications Ltd. and Delphi Electronics &
Safety Division (the "Parties") have entered into a Cooperation Agreement
("Agreement") effective as of May 18, 2004. The Parties wish to amend Section
7.1 of the Agreement to extend the expiration date of the Agreement from
December 31, 2005 to December 31, 2007. Accordingly, the amended Section 7.1
will read as follows:

7.1 Term of the Agreement

The term of this Agreement is until December 31, 2007. This Agreement may be
extended upon the mutual written agreement of the Parties.

The Parties acknowledge and agree that the correct names of the Parties to the
Agreement are as stated in this Amendment Number One.

IN WITNESS WHEREOF, the Parties have caused this Amendment Number One of the
Agreement to be effective on the last date of signature hereto.

ORBCOMM INC.                                      DELPHI INCORPORATED
                                                  DELPHI ELECTRONICS & SAFETY
                                                  DIVISION

By: /s/ Jerome B. Eisenberg                   By: /s/ Kenneth L. Erickson
    -----------------------------------           -----------------------

Printed Name: Jerome B. Eisenberg             Printed Name: Kenneth L. Erickson

Title: Chief Executive Officer                Title: Business Line Executive,
                                                     Integrated Media Systems

Date December 27, 2005                        Date 12/12/05

STELLAR SATELLITE COMMUNICATIONS LTD

By: /s/ Zvi Huber
    -----------------------------------
Printed Name: Zvi Huber

Title: General Manager

Date 12/28/05

EX-10.2.3

                                                                  EXHIBIT 10.2.3

                                      *** TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
                                          and 230.406

(DELPHI LOGO)

                                                                     May 6, 2004

Mr. Marc Eisenberg
Stellar
21700 Atlantic Boulevard
Dulles, Virginia 20166

Subject: QUOTATION - D-2500 and D-Lite

Dear Mr. Eisenberg,

Delphi Corporation is extremely excited about the opportunity you have brought
to us. We believe the Stellar low cost 2-way data communication system will
allow many new markets to afford asset-tracking capabilities on their products.

The pricing is volume based from SOP thru Jan. 1, 2007 with the exception that
the CY2007 pricing will become effective as soon as new, custom integrated
circuit design is available and validated, but no later than Jan. 1, 2007. If
production volumes exceed 220,000 units of D-2500 or 120,000 units of D-Lite
prior to Jan. 1, 2007, a new price can be negotiated.



  Calendar Year              Gen 1         2007    2008
- ------------------      --------------   -------  -------
                                      
Volume:  D-2500          [***]    [***]    [***]   [***]

    Price (USD)         $[***]   $[***]   $[***]  $[***]

Tooling recoupment
per unit for D-2500
volume shortages        $[***]   $[***]   $[***]  $[***]

Volume:  D-Lite          [***]    [***]    [***]   [***]

    Price (USD)         $[***]   $[***]   $[***]  $[***]



Non-Recurring Engineering Fee (NRE): $[***]

          The pricing in CY2007 and CY2008 will require Delphi E & S to source a
          custom integrated circuit. Delphi E & S is willing to discuss a
          payment schedule that will defer initial payment of the fee to Jan. 1,
          2005. In case of cancellation of program by Stellar, Stellar will be
          responsible for 50% of Delphi's investment up to the date of
          cancellation.

Timing:

          Delphi E & S continues to commit to a 1st quarter Start of Production
          (SOP) date, March 31, 2005 at the latest. Delphi E & S will continue
          to make efforts to have the earliest SOP feasible.



Delphi Penalty for Missing SOP:

Delphi is willing to accept a penalty clause to this agreement, not to exceed
$[***] per month. We would request that this clause can be renegotiated if,
during the upcoming requirements definition workshop, a major, unanticipated
requirement is exposed that could significantly affect our SOP commitment.

Beta Units:

          Delphi E & S shall deliver up to 200 D-2500 and 100 D-Lite for testing
          and installation no later than Dec. 1, 2004. Stellar understands that
          these parts are unvalidated and no claims can be submitted to Delphi E
          & S concerning functionality. The price of these Beta units will be 2X
          1st year production pricing.

This quote is valid for a period of thirty (30) days from the date of this
letter. Please notify me in writing regarding your acceptance and intent to
source these parts.

Delphi Delco's Terms and Conditions of Sale are attached and considered as part
of this quote.

If you have any questions, please don't hesitate to contact me at the number
below.

Thank you for this business opportunity!

May 6, 2004

DELPHI ELECTRONICS AND SAFETY SYSTEMS      STELLAR SATELLITE COMMUNICATIONS LTD.


By: /s/ Robert W. Schumacher               By: /s/ Steven F. Mazun
    ---------------------------------          ---------------------------------
Name: Robert W. Schumacher                 Name: Steven F. Mazun
Title: Business Line Executive, Wireless   Title: General Manager



(DELPHI AUTOMOTIVE SYSTEMS LOGO)

                          TERMS AND CONDITIONS OF SALE

Delphi Delco Electronics Systems ("Seller") agrees to sell to you ("Buyer") its
products and/or services according to the following terms and conditions.

Unless Seller agrees otherwise in writing, any order submitted by Buyer will
only be accepted if it is in writing and with the understanding that Seller's
products are being supplied pursuant to the following terms and conditions and
Seller rejects all additional or different terms, however proposed by Buyer.

1.   ORDER OF PRODUCTS. Unless Seller agrees otherwise in writing, Buyer shall
     place firm orders with Seller covering an eight (8) week period at least
     sixty (60) calendar days prior to the requested date of shipment. Each firm
     order submitted by Buyer shall include a non-binding forecast of Buyer's
     expected orders for an eight (8) week period beyond the firm order. Buyer
     shall also provide Seller with an estimated annual usage of the purchased
     products.

2.   ACCEPTANCE OF FIRM ORDERS. Should Seller be unable to meet Buyer's delivery
     schedule or quantity requirements or otherwise be unable to accept a firm
     order, Seller shall notify the Buyer in writing. Any firm order for
     products and/or services can only be canceled, terminated or modified by
     Buyer, with Seller's written consent and shall be subject to cancellation
     charges.

3.   PRICES. Unless otherwise agreed in writing, prices for products identified
     under a firm order shall remain effective for the period covered by the
     firm order. Any different or additional products will be billed at the
     price prevailing at the time of shipment. If there is any delay in
     completion or shipment of an order due to any change requested by Buyer or
     as a result of any delay on Buyer's part in furnishing information required
     for completion or shipment of the order, the price for products is subject
     to change. There will be added to the quoted price any sales or other tax
     or duty which Seller may be required to collect or pay upon the sale of
     products.

4.   PAYMENT. Following each shipment of products and/or services, Seller shall
     submit invoices to Buyer stating amounts due. Payment for each shipment of
     products shall be made by Buyer in U.S. dollars.

     Payments for U.S. and Canadian sales are made, according to terms: net
     twentieth prox. (payment for product shipped during a calendar month shall
     be received by the twentieth of the following month), at the following
     address:

USD Currency Check                USD Currency Wire Transfer
Delphi Delco Electronics Systesm  Chase Manhattan Bank, N.A.
c/o Bank One N.A.                 4 Chase Metrotech Center - 8 th Floor
P O Box 93268                     Brooklyn, New York 11245
Chicago, Illinois 60673           Account Name: Delphi Delco Electronics Systems
                                  Account No. 910-2-640233
                                  Swift Code: CHASUS33
                                  ABA Routing No. 021000021
                                  In Favor Of: Delpi Delco Electronics Systems

Seller may, at any time, suspend performance of any order or require payment in
cash, security, or other adequate assurance satisfactory to Seller, when in
Seller's reasonable opinion, the financial condition of the Buyer or other
reasonable grounds for insecurity warrant such action.

5.   SHIPMENT AND PACKING. All products shall be sold f.o.b. Seller's factory
     unless otherwise agreed to in writing. Title and risk of loss shall pass to
     Buyer upon delivery to the carrier at Seller's factory. Delivery dates
     indicated on quotations are approximate only. Buyer shall be responsible
     for arranging and paying for shipment of products from Seller's factory,
     together with insurance, duties, taxes, inspection fees and all other costs
     associated with shipment. It shall be the Buyer's Freight Forwarder's
     responsibility to provide Buyer with all details for shipment of Products.

     Seller shall pack and mark the products according to its standard
     procedures for domestic and/or export shipment.



(DELPHI AUTOMOTIVE SYSTEMS LOGO)

6.   WARRANTY. All products sold by Seller are warranted to conform to drawings
     and specifications mutually agreed upon in writing and to be free from
     defects in material and workmanship under normal use and service for the
     time period the products are at Buyer's factory until 12 months after the
     product has been activated, but in no case longer than fifteen (15) months
     from the date of delivery of the product to Buyer. Seller's sole
     obligation, and Buyer's exclusive remedy, under this warranty is for Seller
     to repair or replace or refund Buyer's purchase price for any part of the
     product which fails to meet the foregoing warranty. At Seller's option,
     Buyer shall return to a Seller plant location or repair center designated
     by Seller during the warranty period any product for which a claim is made,
     at Seller's cost, with a written explanation of any claimed failure.

     The provisions of this warranty shall not apply to products (i) used for
     purposes for which they are not designed or intended; (ii) which have been
     repaired or altered without Seller's prior written consent; (iii) which
     have been subjected to misuse, negligence, accident or improper maintenance
     or installation; or (iv) which, based on Seller's examination, do not
     disclose to Seller's satisfaction nonconformance to the warranty.

     REPAIR HANDLING. Out-of-warranty Products returned to Seller for repair
     shall be shipped by Buyer to an authorized repair facility identified by
     Vendor from time to time freight paid by and at Purchaser's risk. RMA's
     should be shipped in lots and will be repaired within 15 business days of
     receipt by the repair facility. Returns shall be in original packaging, if
     possible, and in any event shall be packaged appropriately for safe
     shipment.

     WARRANTY REPAIRS OR REPLACEMENT. Seller shall repair or replace all Product
     under warranty (at Seller's option) within thirty (30) business days of
     receipt thereof from Buyer or Buyer's customer. Vendor shall be responsible
     for all costs and expenses relating to repair or replacement of Products
     under warranty, and for return shipment of the repaired or replacement
     Product.

     EPIDEMIC FAILURE. An epidemic failure is defined as more than one percent
     (1%) of a Shipping Lot exhibiting the same failure resulting from the same
     root cause. In the event of Epidemic Failure, Seller will be responsible
     for correcting such Epidemic Failure, which may include the support of
     retrieving of units impacted by such Epidemic Failure. Seller shall make
     any reasonable effort to correct the failure in the most expeditious
     manner. Seller shall supply initial 5 phase corrective action within 5
     business days. Seller will supply root cause analysis and irreversible
     corrective action within 30 days of affective units being delivered to
     Seller's factory or selected repair facility.

     NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE
     PRODUCTS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.   LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL,
     INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
     PROFITS, LOSS OF REVENUE, LOSS OF USE OF THE PRODUCTS OR OTHER EQUIPMENT,
     DOWNTIME COSTS OR CLAIM OF BUYER'S CUSTOMERS, WHETHER BASED ON CONTRACT,
     TORT (INCLUDING STRICT LIABILITY, PATENT OR COPYRIGHT INFRINGEMENT, OR
     NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES.

8.   PRODUCT CHANGES AND DISCONTINUANCE. Seller agrees to notify Buyer of any
     changes in the form, fit, or function of design or specifications of the
     products, any change in manufacturing location, or of any decision to
     discontinue products at the earliest possible time.

     If Buyer desires product changes, Buyer shall submit a written request to
     Seller for consideration. Within a reasonable period thereafter, but under
     no case not longer than 30 days after such request has been submitted,
     Seller shall notify Buyer of its acceptance or rejection of the proposal.
     If accepted, Seller shall provide Buyer with its charges for the product
     and tool change with a proposed implementation date.

9.   PATENTS. Up to the value of the products/services ordered, Seller will
     indemnify Buyer against any claim that any article itself, furnished
     hereunder, directly infringes a U.S. patent or copyright, provided that
     Seller is notified promptly and in writing of the suit; provided, however,
     that if the products sold hereunder are to be prepared or manufactured
     according to Buyer's specifications, Buyer shall indemnify Seller against
     any claims or liability for patent or trademark infringement on account of
     such preparation or manufacture. Seller's indemnity does not extend to any
     suit based upon any infringement or alleged infringement of any patent or
     copyright by the combination of any article furnished by Seller with other
     elements if such infringement would be avoided by the use of the article
     alone. The foregoing states the entire liability of Seller for patent or
     copyright infringement.



(DELPHI AUTOMOTIVE SYSTEMS LOGO)

10.  TECHNICAL INFORMATION. Neither Buyer nor Seller shall assert any claim
     against the other with respect to any technical information which has been
     or may hereafter be disclosed to such other in connection with the sale of
     product hereunder, except claims for patent infringement or claims under a
     separate written agreement between the parties.

11.  CANCELLATION OF AGREEMENT. Either party may cancel this Agreement without
     liability to the other party if the other party:

          (a)  materially breaches this Agreement and does not correct such
               breach within ten (10) days after receipt of written notice from
               the notifying party specifying such breach;

          (b)  becomes insolvent, or enters bankruptcy, receivership,
               liquidation, dissolution or similar proceeding, provided such
               event is not vacated or nullified within fifteen (15) days of
               such event; or

          (c)  a significant portion of the assets of the other party necessary
               for the conduct of its business becomes subject to attachment,
               embargo or expropriation.

12.  FORCE MAJEURE. Any delay or failure of Seller to perform its obligations
     hereunder shall be excused to the extent that it is caused by an event or
     occurrence beyond its reasonable control such as, by way of example and not
     by way of limitation, acts of God, actions by any governmental authority
     (whether valid or invalid), fires, floods, windstorms, explosions, riots,
     natural disasters, wars, sabotage, labor problems (including lockouts,
     strikes, and slowdowns) at Seller's facility, its source plant or
     suppliers, inability to obtain power, material, labor, equipment, or
     transportation, or court injunction or order.

13.  GOVERNMENT APPROVALS. Seller and Buyer, respectively, shall be responsible
     for compliance with and for the obtaining of such approvals and/or permits
     as may be required under national, state, and local laws, ordinances,
     regulations, and rules as may be applicable to the performance of their
     respective responsibilities and obligations under these Terms of Sale.

14.  GOVERNING LAW. These terms of sale shall be governed by and construed
     according to the laws of the State of New York as such laws are applied to
     contracts between residents of the State of New York to be performed
     entirely within such state, specifically excluding application of the U.N.
     Convention on Contracts for International Sale of Goods.

     For sales to a Buyer located outside the U.S. and Canada, the parties shall
     meet and negotiate in good faith to settle any allegation of breach or
     question of interpretation relating to these terms. If parties are unable
     to settle the matter within thirty (30) days after their first meeting,
     then upon the demand of either party, the matter shall be submitted to
     binding arbitration in accordance with the Rules of Conciliation and
     Arbitration of the International Chamber of Commerce. The arbitration
     proceeding shall take place in Kokomo, Indiana, U.S.A., and shall be
     conducted in the English language. The arbitration tribunal shall consist
     of three (3) members, one (1) appointed by each party and the third
     appointed by the first two members. The arbitration tribunal shall resolve
     the questions submitted, award the relief to which each party may be
     entitled, and allocate the costs of arbitration. The arbitration award
     shall be final, binding on the parties, not subject to appeal, and
     enforceable by any court having jurisdiction over the necessary party or
     its assets.

15.  AMENDMENTS. These terms of sale, when accepted, supersede all previous
     agreements, oral or written, between Buyer and Seller with respect to the
     subject matter hereof. No amendment or modification to these terms of sale
     shall be binding upon either party unless it is in writing and is signed by
     both parties.

16.  SEVERABILITY. If any provision of these terms of sale shall be held to be
     invalid, illegal, or unenforceable under any statute, regulation,
     ordinance, executive order, or other rule of law, that provision shall be
     deemed severed to the extent necessary to comply with such statute,
     regulation, ordinance, order, or rule. The remaining provisions hereof
     shall remain in effect.

17.  ASSIGNMENT. Neither party may assign any of its rights or delegate any of
     its obligations under these Terms of Sale without first obtaining the
     written consent of the other party; provided, however, Seller shall have
     the right to assign its rights or delegate its duties to Delphi Automotive
     Systems ("Delphi") or a direct or indirect wholly-owned subsidiary of
     Delphi, by providing written notice to the Buyer and Buyer shall have the
     right to assign its rights or delegate its duties to Orbcomm LLC. or any of
     its legal affiliates.

18.  LANGUAGE. These terms of sale are prepared and shall be executed in the
     English language. Any translation of these terms into another language
     shall be strictly for convenience, and the English language shall govern
     any question with respect to interpretation.

EX-10.3

                                                                    EXHIBIT 10.3


                                      *** TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(3),
                                          200.80(b)(4) and 230.406



        ORBCOMM CONCEPT DEMONSTRATION SATELLITE BUS, INTEGRATION TEST AND
                 LAUNCH SERVICES PROCUREMENT AGREEMENT B10LG1197

This ORBCOMM Procurement Agreement (this "Agreement") is made and entered into
as of the 10th day of March, 2005 (the Effective Date") between ORBCOMM Inc, a
Delaware corporation ("ORBCOMM") with its principal place of business located at
21700 Atlantic Boulevard, Dulles, VA 20166 and OHB System, AG, a German
corporation ("OHB") with its principal place of business located at
Universitaetsallee 27-29, 28359 Bremen, Germany
WITNESSETH

WHEREAS ORBCOMM has received United States Government Contract
#HSCG-23-04-C-ADA-001 (the "United States Government Contract" or the
"Contract") from the United States Coast Guard to develop the capability to
receive, process, and forward the Automatic Identification System (AIS) Signal
via spacecraft and associated ground systems; and

WHEREAS ORBCOMM has received an order under the Contract to deliver a Concept
Demonstration Communications Payload and to launch and demonstrate functionality
of the same; and

WHEREAS ORBCOMM has contracted with Orbital to provide the ORBCOMM payload and
AIS payload; integrate the payload into Concept Demonstration Satellite CDS
payload module structure, perform all payload functional tests, support payload
module integration with bus module and initial payload operations in orbit, and

WHEREAS ORBCOMM desires to contract with OHB for the overall CDS design, bus
module and payload module structure manufacture, payload module and bus module
integration, assembled satellite environmental tests, launch services, and
on-orbit testing of bus module for ORBCOMM as specified in the Contract
Statement of Work. Additionally, as an option defined herein, there is a
potential for OHB to provide thereafter up to five (5) additional identical or
similar such Satellite Buses for the AIS and related Launch Services(s), if
approved, and an option for six (6) ORBCOMM satellites with integrated AIS
payloads and/or an option for six (6) ORBCOMM satellites with integrated
payloads similar to the current ORBCOMM payload.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS

"ORBCOMM Concept Demonstration Satellite Spacecraft Bus Integration and Test and
Launch Services Statement of Work"" dated shall mean the bus and launch vehicle
statement of work and specifications attached hereto as Exhibit A,

"Options" shall mean the Additional Busses, Integration, Test and Launch
Services as set forth in Section 2.1.

"Satellite Bus Module" shall mean the satellite equipment required to host the
ORBCOMM Payload as defined in the Bus integration Test and Launch Service
Specifications and the Bus Integration Test and Launch Services Statement of
Work (SOW) dated as set forth at Exhibit A, Part 1



Concept Demonstration Satellite Bus Integration Test
And Launch Services Procurement Agreement

"Launch Services" shall mean the launch services required to transport the
Concept Demonstration Satellite into space as defined in the Bus Integration
Test and Launch Service Specifications and the ORBCOMM Concept Demonstration
Satellite Spacecraft Bus, Integration and Test and Launch Services Statement of
Work.

ARTICLE 2 - SCOPE OF WORK

Consistent with the terms and conditions set forth herein, OHB shall furnish the
management, labor, facilities and materials required for the performance by it
of the following work (collectively, the "Work"):

Section 2.1 - Base Requirements. (a) OHB shall design and develop the ORBCOMM
Concept Demonstration Satellite (CDS) with modular payload and bus concept,
manufacture the bus module and payload module structure, perform the bus module
and payload module integration, perform the CDS functional tests with the
customer's or payload contractor's support, perform environmental tests of CDS,
launch, perform on-orbit checkout of CDS bus module, support initial operations
of payload module and bus module control via ORBCOMM SCC as well as providing
the Spacecraft Bus Simulator in accordance with the Concept Demonstration
Satellite Bus, Integration and Test and Launch Services Statement of Work as set
forth in Exhibit A.

(b) Options Requirements. ORBCOMM shall have the option (the " Option") to
require OHB to construct and deliver to ORBCOMM up to five additional spacecraft
busses (the "Optional Busses")

                                     And/Or

ORBCOMM shall have the option (the "Option") to require OHB to provide an
additional Launch Vehicle to launch all six spacecraft buses and associated
communications payloads (the "Optional Launch Vehicle")

                                       Or

Orbcomm shall have the option (the "Option") to require OHB to construct and
deliver to ORBCOMM six (6) ORBCOMM spacecraft without AIS integrated payloads
(the "Optional ORBCOMM Spacecraft")

(c) The Options shall be exercisable, at the times and prices defined in Exhibit
F.

(d) Nothing in this agreement or option provision shall be construed as
requiring ORBCOMM to exercise the option rights granted hereunder.

Section 2.2 - Other Documentation. OHB shall prepare, develop and submit to
ORBCOMM the documentation set forth in the Contract Data Requirements Lists
(CDRLs) of the Concept Demonstration Satellite Spacecraft Bus Integration and
Test and Launch Services Statement of Work as set forth at Exhibit A.

Section 2.3 - Satellite Bus Storage. OHB shall provide ORBCOMM technical
services and facilities associated with the storage of the satellite bus(ses)
when required by ORBCOMM. If such services and storage are required due to the
actions or inactions of OHB, OHB shall be responsible for the costs of the same.

Section 2.4 - Regulatory and Export Matters. OHB shall provide to ORBCOMM the
technical data needed by ORBCOMM (a) to obtain and maintain the required United
States regulatory authority needed to manufacture and export the satellite Bus
and Launch Services technical data and (b) to take reasonable actions in any
regulatory proceedings to defend any claims against any regulatory authority
granted to ORBCOMM or any of its subsidiaries in connection with the satellite
bus(ses) and launch service(s).

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ARTICLE 3 - WORK SCHEDULE AND DELIVERY

Section 3.1 (a) Completion of the milestones is set forth in Exhibit B - Work
Schedule and Delivery (the "Milestones"). Completion of Milestones shall be
determined as described in Section 5.3.

(b) Satellite Bus. The first Satellite Bus, Integration and Tests with payload
shall be completed by the later of December 31, 2005 or 3 months after delivery
of integrated payload module from Orbital to OHB.

(c) Launch Services. The Launch Services shall be provided no later than the
close of Q1 2006.

(d) Options. Options shall be ready for delivery in accordance with the delivery
schedule defined in Exhibit B

ARTICLE 4 - CONSIDERATION

Section 4.1 - Price. The price for all products and services to be provided
hereunder exclusive of any options exercised hereunder (the "Price") is as
follows:

$2,416,000.00

The Price represents a fixed price. The Price includes all transportation
(except integrated payload module from US to Germany) and related costs for
shipment of each item listed in Section 2.1(a) to its relevant destination as
required by the terms of this Agreement and attachments hereto.

Section 4.2 - Price of Options. The prices for the Options (the "Option Prices")
shall be provided by OHB to ORBCOMM no later than ninety (90) days after
execution of this Agreement and shall be set forth in Exhibit F.

The price and terms of any such Option Payloads shall be no less favorable to
ORBCOMM than those made available by OHB to NASA or ESA for similar products,
without any obligation on ORBCOMM to pay NASA or ESA prices.

Section 4.3 - Technical Assistance. For technical assistance tasks, other than
those set forth in Section 2.1, the following shall apply:

(a) OHB shall provide to ORBCOMM on a time and materials basis as defined in
Exhibit E technical services, as and when required and directed by a Task Order
issued by ORBCOMM, relating to the Busses and/or Launch Services and/or
Spacecraft Bus. OHB shall be required to submit to ORBCOMM a monthly report in
writing for active Task Orders that outlines the total hours expended during the
month and the total dollar amount spent, including cumulative amount. OHB shall
not make any charge at rates in excess of those set forth at Exhibit E without
receiving the prior express written permission of ORBCOMM to charge for the
same.

Section 4.4 - Taxes (a) The Price (including any Option Prices) does not include
United States federal, state and/or local sales, use and/or excise taxes levied
upon or measured by the sale, the sales price, or the use of the items to be
delivered or services required to be performed hereunder. The Price (including
any Option Prices) does include all German and Russian federal, state and/or
local sales, use and/or excise taxes levied upon or measured by the sale, the
sales price, or the use of the items to be delivered or services required to be
performed hereunder. If any such German or Russian tax is determined to be
legally due from ORBCOMM, ORBCOMM shall pay it separately. OHB shall pay, or
reimburse ORBCOMM for all out-of-pocket expenses incurred in connection with any
such German or Russian taxes.

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And Launch Services Procurement Agreement

Section 4.5 - Insurance. (a) The Price(s) includes the cost of property
insurance and general and product liability insurance for the Spacecraft
Bus(ses), Launch Vehicle(s), and Spacecraft Bus Simulator until ORBCOMM takes
delivery, of the same. Delivery of the Spacecraft Bus and Launch Services shall
be deemed to have occurred at such time as the Bus shall have been integrated on
the launch vehicle and successful Launch Vehicle Filling Authorization Review
(before ignition of the launcher) has occurred. Delivery of the Spacecraft Bus
Simulator shall be deemed to have occurred at such time as the Spacecraft Bus
Simulator is delivered to and installed at ORBCOMM's facilities. Delivery of the
Satellite Control Center upgrades shall be deemed to have occurred as of such
time as the upgrades are installed and are operational at ORBCOMM's facilities.
Such insurance shall be in an amount of not less than the standard OHB policies
in effect as of the date of this contract,

(b) Launch Insurance. At ORBCOMM's option, OHB shall provide launch insurance
covering the Spacecraft Buses and Launch Services. ORBCOMM shall be responsible
to pay for such insurance. OHB shall provide ORBCOMM with quotations for such
insurance upon request by ORBCOMM therefore. In the event ORBCOMM orders such
insurance, such insurance shall be maintained by OHB through launch plus ___
days after launch. ORBCOMM shall be named as an additional insured with regard
to such insurance and OHB shall provide to ORBCOMM proof of such insurance upon
request. OHB shall direct the carrier(s) to pay directly to ORBCOMM all proceeds
which are to be paid from such insurance due to any and all claims made
thereunder.

ARTICLE 5 - PAYMENT TERMS AND INVOICING

Section 5.1 - Invoicing.

For all Milestone Payments, OHB shall submit an invoice for each Milestone
Payment in accordance with the payment schedule defined in Exhibit E. Each
invoice shall identify the Milestone for which payment is being requested and
the amount requested. Payments shall be due net 5 days after ORBCOMM receives
payment for the same from the Coast Guard. For all invoices for time and
material tasks, OHB shall provide a certificate, signed by the Vice President
and Controller of OHB or by any other officer designated by the Vice President
and Controller of OHB, certifying the accuracy of the costs incurred that are
the subject of the respective invoice. The invoices shall include, but not be
limited to, a listing of labor costs, including labor hours by bid rate group,
material subcontracts and ODC's as to enable ORBCOMM to fully comprehend the
total monthly charges being invoiced by OHB. Invoices shall be submitted to the
following address:

  ORBCOMM, Inc
  Attn: Controller
  21700 Atlantic Blvd.
  Dulles, VA   20166

Section 5.2 - Milestone Achievement. (a) A Milestones shall be deemed achieved
upon the successful demonstration by OHB that the Work that is the subject of
the Milestone has been completed in accordance with the requirements of this
Agreement, and that all conditions established by this Agreement as
prerequisites to payment of the invoice therefore have been fulfilled to
ORBCOMM's reasonable satisfaction.

(b) In the event that OHB fails to achieve any Milestone on or before the
scheduled completion date shown in Exhibit B, ORBCOMM shall be relieved of its
obligation to pay the applicable amounts specified for such Milestone until such
time as OHB achieves such Milestone or obtains a waiver in writing from ORBCOMM
for such achievement. OHB's failure to timely complete any Milestone shall not
relieve ORBCOMM from its obligation to pay for other achieved Milestones.


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And Launch Services Procurement Agreement

(c) If ORBCOMM concludes that the Milestone event for which any invoices have
been submitted has not been successfully completed in accordance with the
requirements of this Agreement or that any condition established by this
Agreement as prerequisite to payment has not been fulfilled, it shall provide
OHB written exceptions within ten (10) business days after receipt of the
invoice, specifying in detail the non-conformance. The applicable payments shall
be made within five (5) business days after ORBCOMM's receipt of OHB's response,
in writing, addressing in detail each of ORBCOMM's exceptions; provided however,
if with respect to any such Milestone, ORBCOMM reasonably concludes that OHB's
response to ORBCOMM's exceptions to be non-responsive and so notifies OHB as
provided in Subsection 5.5 (c) (i) below, ORBCOMM may, at its sole discretion,
defer any unpaid amount of the relevant Milestone payment until the resolution
of the matter as described in Subsection 5.3(c)(i) below.

(i) In the event ORBCOMM concludes that OHB has been non-responsive to ORBCOMM's
exception to a Milestone, ORBCOMM shall notify OHB thereof in writing (the
"Exception Notification") within ten (10) business after receipt of OHB's
response to ORBCOMM written exception. The Exception Notification shall (A)
specify in detail the reason(s) ORBCOMM believes OHB's response to be
non-responsive, and (B) advise OHB formally that ORBCOMM intends to withhold
payment for such Milestone(s). On receipt of an Exemption Notification from
ORBCOMM, OHB shall have thirty (30) days to demonstrate the achievement of the
relevant Milestone to the reasonable satisfaction of ORBCOMM. If OHB is unable
to make such a demonstration, ORBCOMM may defer payment as provided above. If
OHB continues to dispute the ORBCOMM assertions of non-compliance, either party
may, at any time after the filing of the OHB additional response as permitted by
this Section 5.3 (c)(i), submit the matter to be resolved by arbitration as
provided in Section 12.3 hereof.

Section 5.3 - Certification and Auditor Review of Submitted Invoices. In order
to assure ORBCOMM that the invoices that are submitted accurately reflect (i)
the actual hours expended, and actual cost incurred for travel expenses,
material and other direct cost (ODC) for T&M payments, and (ii) the correct
Milestone completion effort to be invoiced under the terms of this Agreement,
OHB will provide with each invoice a certification executed by the Vice
President of OHB's Space Systems Group that the sums invoiced are current,
complete and accurate and that they are allowable and allocable to the invoice
being presented and to this contract. If the United States Government should
require that invoices be certified in addition to the above referenced
certification, OHB shall provide such other Government required certifications
as are required. ORBCOMM may request an independent outside auditing firm
selected by ORBCOMM or request the Government to review the accuracy of
submitted invoices under this agreement against OHB's accounting books and
records. In the event that an error was made and ORBCOMM was overcharged, the
amount of the overcharge shall be determined by the auditors and the overcharged
amount, shall be refunded to ORBCOMM within thirty (30) business days from the
date of notification by the auditors. To the extent that OHB does not agree with
the auditors' determination, such dispute shall be settled in accordance with
Section 12.3.

Section 5.4 - Non-Waiver of Right of Rejection. The making of any payment by
ORBCOMM hereunder shall not be construed as a final acceptance of the work
performed up to the time of the application of such payment(s), nor shall such
payment(s) be considered to relieve OHB of its obligation to complete all tasks
as required by and in accordance with the terms of this Agreement. Furthermore,
the making of any payment by ORBCOMM hereunder shall not prejudice ORBCOMM's
right at any subsequent time to question or contest the propriety of any charge
included in any invoice in respect of which such payment was made.

ARTICLE 6 - ACCESS AND ACCEPTANCE

Section 6.1 - Access. Subject to the receipt of any and all required
governmental approvals, ORBCOMM authorized representatives shall have the right,
on a not-to-interfere basis, at all reasonable times during the performance of
this Agreement, to monitor the Work in progress (including without limitation
all test activities with access to related computer program information

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Concept Demonstration Satellite Bus Integration Test
And Launch Services Procurement Agreement


to the extent reasonable safeguards can be implemented) at the plant(s) of OHB.
OHB shall use all commercially reasonable efforts to incorporate in all of its
subcontracts OHB's and ORBCOMM's rights to monitor work in progress as provided
herein, provided that any additional direct expenses associated with the
exercise or implementation of such rights shall be borne by ORBCOMM.

Section 6.2 - Inspection and Acceptance. (a) For each item to be delivered under
this Agreement, OHB will provide ORBCOMM with prior written notice at least 15
days in advance of anticipated final testing. ORBCOMM shall be permitted to
witness all such final testing. ORBCOMM authorized representatives shall
promptly conduct a final inspection of the Satellite Bus and any Option Busses
ordered in accordance with the Verification and Test Plan or, at ORBCOMM's
option, witness such inspection by OHB and shall either approve them for
acceptance in writing or promptly notify OHB in writing of the particulars in
which they are non-conforming with the applicable Specifications.

(b) ORBCOMM will notify OHB within 15 days of the final testing of any
particulars in which ORBCOMM believes the item(s) tested does not conform to the
requirements of this Agreement, including but not limited to the requirements of
the specifications and statement of work. OHB shall promptly remedy any
non-conformities or deficiencies in the item(s) so tested and OHB shall
re-perform all relevant testing concerning the item(s) in question and provide
ORBCOMM with the results thereof. ORBCOMM shall be notified at least (15) days
in advance of any retesting of the item(s) and shall be permitted to witness the
retesting thereof. ORBCOMM shall be permitted to witness any such retesting and
to verify that all nonconformities or deficiencies in the item(s) have been
corrected. In the event that any such nonconformity or deficiency has not been
corrected, the provisions of this Section shall continue to apply until such
time as the nonconformity or deficiency has been corrected.

(c) If no objections have been sent by ORBCOMM within (15) days of the
inspection, the relevant bus shall be deemed to have received approval for
acceptance by ORBCOMM. Corrections required to render the buses in conformance
with the applicable Specifications shall be made by OHB at its cost. The
decision how to make the corrections shall be at OHB's sole discretion and an
item found to be non-conforming during or after testing performed under this
Agreement shall at ORBCOMM's request and without charge to ORBCOMM be retested
by OHB after OHB has remedied the non-conformance. ORBCOMM may be assisted in
all inspections by its consultants or advisors. This final inspection and
acceptance shall take place at OHB's or a designated subcontractor facility
prior to delivery to ORBCOMM.

Section 6.3. - Corrections in Delivered Busses or Known Heritage Components. (a)
If at any time, either OHB or ORBCOMM becomes aware that any bus delivered under
this contract or any known heritage component used or to be used in conjunction
with the work to be performed hereunder is defective as a result of the
operation of on-orbit Satellites which defect(s) has resulted from a defect in
workmanship or materials or adherence to the statement of work or specification
then the following shall occur: (i) if the discovery is made by OHB, OHB shall
notify promptly ORBCOMM of such defects and to the extent that ORBCOMM
determines that such defects would, in the reasonable opinion of ORBCOMM
materially adversely affect the operation of the ORBCOMM AIS System, OHB shall
take prompt and appropriate corrective measures to eliminate any such defects
from all unused busses, or (ii) if a payload issue is discovered by ORBCOMM
after the payloads have been delivered to the integration facility, ORBCOMM
shall notify promptly OHB of such defects that would, in the reasonable opinion
of ORBCOMM, materially and adversely affect the operation of the ORBCOMM AIS
System. ORBCOMM shall also identify the corrective actions to repair the
payload. OHB shall be obligated within ten days to respond to ORBCOMM as to the
impact to implementing the corrective actions. The decision how to make the
corrections shall be mutually agreed upon by ORBCOMM and OHB.

(b) If the defects so identified are not the result of any failure to adhere to
the applicable specifications and SOW on the part of OHB, ORBCOMM shall pay the
costs of such corrections

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And Launch Services Procurement Agreement


identified in Section 6.3(a) and OHB shall charge for the effort expended on
such corrections; provided however, that if the material defect is found as a
result of on-ground testing of the busses by OHB or OHB's subcontractors, then
the corrections shall be deemed to be in the Scope of Work. OHB's obligation to
correct such material defects in the bus and/or known heritage equipmentses
shall end the sooner of Twelve (12) months after acceptance of the hardware by
ORBCOMM or launch. After such date corrections to such bus and/or known heritage
equipmentses shall be made at a price mutually agreed to by ORBCOMM and OHB.
ORBCOMM shall decide whether to proceed with the corrections of such material
defects. If the defects so identified result from the failure of OHB to adhere
to the applicable specifications and/or SOW, then OHB shall be responsible to
correct the defect in workmanship and/or material at no increase in Contract
price.

Section 6.4. Pre-Shipment Review - OHB will convene a Pre-Shipment review as
described in the statement of work for the CDS and Spacecraft Bus Simulator to
be delivered under this Agreement. OHB will advise ORBCOMM in writing at least
45 days in advance of the anticipated Pre-Shipment review. ORBCOMM and ORBCOMM
designated consultants shall be permitted to attend the Pre-Shipment review. At
the Pre-Shipment review OHB will provide to ORBCOMM confirmation and
certification that the CDS and Spacecraft Bus Simulator being reviewed conform
to all requirements of the specifications and statement of work and will further
provide to ORBCOMM copies of all Qualification and Acceptance Test reports and
results and all required governmental licenses, approvals or other
authorizations. OHB may not ship the CDS and the Spacecraft Bus Simulator to be
delivered under the terms of this Agreement until such time as ORBCOMM has
accepted the item(s) pursuant to the Pre-Shipment review. Pre-Shipment reviews
shall be conducted in like manner for all option items ordered under this
agreement.

ARTICLE 7 -  TITLE AND RISK OF LOSS

Section 7.1 - Title Passage and Risk of Loss. Title to, beneficial ownership of,
and right to possession to and risk of loss of or damage to the Spacecraft Bus
and any option busses ordered hereunder shall pass to ORBCOMM upon delivery of
the CDS bus and Launch Services in accordance with the provisions of Article
4.5(a) infra Title to, beneficial ownership of and risk of loss or damage to the
Spacecraft Bus Simulator shall pass to ORBCOMM upon final acceptance at
ORBCOMM's facilities in Dulles, VA.

ARTICLE 8 - CHANGES

Section 8.1 - Changes. At any time and by written order, ORBCOMM may make
changes within the general scope of this Agreement in (a) the Specifications or
the Statements of Work, (b) the method of packing or shipment, (c) place or time
of delivery, or (d) the quantity or type of the items to be delivered or
services required to be performed hereunder.

Section 8.2 - Adjustments to Agreement. (a) If any change causes an increase or
decrease in the Price, or in the time required for performance of any part of
the Work, whether or not directly changed by the order, ORBCOMM and OHB shall
negotiate an equitable adjustment to such Price, delivery schedule or other
provision of this Agreement. OHB shall perform the Work as changed pending
resolution of any negotiation under this Article 8.

(b) OHB must assert in written proposal that addresses its right to an
adjustment under this Article 8 within thirty (30) days from receipt of the
written order.

(c) If OHB's proposal includes the cost of replacing property made obsolete or
excess by the change, ORBCOMM shall have the right to prescribe the manner of
the disposition of the obsolete or excess property.

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And Launch Services Procurement Agreement


(d) Failure to agree to any adjustment shall be a dispute and shall be settled
in accordance with Section 12.3 provided that nothing in this Section 8.2 shall
excuse OHB from proceeding with the Work as changed.

(e) The exercise of any Option contemplated by this Agreement shall not be
considered a change to this Agreement.

ARTICLE 9 - REPRESENTATIONS AND WARRANTIES

Section 9.1 - Representations and Warranties. OHB represents and warrants that
(a) it has and it shall deliver to ORBCOMM at the time of title passing pursuant
to Article 7, sole and good legal and equitable title to the items to be
delivered or to the extent applicable, the services required to be performed
pursuant to Article 2, free and clear of any and all security interests, liens,
claims, charges and encumbrances of any kind or nature whatsoever, together with
full power and lawful authority to sell, deliver and perform the items to be
delivered or to the extent applicable, the services required to be performed
under Article 2, (b) the items to be delivered or to the extent applicable, the
services required to be performed shall be free from defects in material and
workmanship and shall operate and conform to the statement of work and
specifications as set forth in the in the contract, (c) neither the delivery of
the items nor the performance of the services required to be performed by OHB
shall in any way constitute an infringement or other violation of any copyright,
trademark or patent or other validly registered enforceable intellectual
property right of any third party, and (d) the items to be delivered and the
services required to be performed hereunder shall be in compliance with all
applicable United States laws, rules and regulations.

Section 9.2 Remedies for Breach of Warranty and Warranty Period. Unless a breach
of warranty by OHB shall be cause for termination for default of this Agreement
in which event the provisions of Section 10.2(a)(vi) shall apply, ORBCOMM's
remedy for any item failure, defects, failure to conform with applicable
Specifications or any other requirements until twelve months following launch
shall be limited to (i) non-payment to OHB of the Price for the item(s) so
affected, including where appropriate return of funds provided to OHB pursuant
to Milestone payments and (ii) termination remedies under Article 10.

Section 9.3 - Limitation of Liability. THE WARRANTY SET FORTH HEREIN IS IN LIEU
OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 9.4 - Patent Indemnification. (a) In the event of a breach of the
representation and warranty set forth in Section 9.1(c), OHB agrees to indemnify
and hold harmless ORBCOMM and its permitted successors and assigns of its
products from and against all loss, damages, claims, demands and suits at law or
in equity, for actual or alleged claims, demands and suits at law or in equity,
arising out of such breach or alleged breach.

ARTICLE 10 - TERMINATION

Section 10.1 Termination. (a) This order may be terminated at any time by the
mutual agreement of the parties, which agreement shall specify their respective
remaining rights and duties.

(b) ORBCOMM may, by written notice of termination to OHB terminate this
Agreement upon the failure of OHB (a) to achieve any of the Milestones within 8
weeks after the scheduled completion date set forth in Exhibit B, provided that
scheduled completion dates shall be extended by any excusable delays as a result
of a force majeure event under Section 12.2; (b) to comply in any

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material respect with any of the provisions of this Agreement and to correct
such failure, within sixty (60) days from the date of OHB's receipt of written
notice thereof from ORBCOMM authorized representative setting forth in detail
ORBCOMM basis for termination of the Agreement; or (c) termination of ORBCOMM's
prime contract by ORBCOMM's customer, the United States Government.

(c) OHB shall be in default under this agreement if it fails to deliver the
goods covered hereunder, or does so beyond a reasonable time, or delivers goods
of a quality differing from or inferior to the referenced applicable
specifications.

(d) OHB shall be in default under this Agreement in the event that OHB fails to
comply with any applicable federal, state or local laws pertaining to the
subject matter of this Agreement or the work required to fulfill the
requirements of this Agreement.

(e) This order may be unilaterally terminated by ORBCOMM for default by OHB
without prejudice to any claim for damages or other relief arising out of such
default.

(f) This order or, at the option of the ORBCOMM, individual orders placed
hereunder may be terminated in whole or in part by ORBCOMM for its convenience
or because of termination of a relevant United States Government prime contract.

Section 10.2  - Remedies Upon Termination.
(a) In the event of termination of this Agreement by ORBCOMM as provided for
hereinabove, OHB shall:

(i) At ORBCOMM's request, to the extent it is permitted to do so by law,
regulation and any third party obligations pertaining thereto, deliver to
ORBCOMM all completed items to be delivered under Article 2, work-in-process,
drawings, and other technical data associated with the Work developed as part of
the performance of the completed Milestones of this Agreement along with
appropriate licenses to the intellectual property embodied in all such items,
drawings and other technical data sufficient to enable ORBCOMM to use, make and
have made such items, as would have been required as a deliverable had the work
continued to completion, provided that such data and licenses shall be used
exclusively for purposes related to the ORBCOMM System and shall be subject to
appropriate confidentiality obligations.

(ii) At ORBCOMM's request and to the fullest extent permitted by law, and
subject to applicable laws, regulations and terms of this Agreement, transfer
the applicable approvals, permits, and licenses pertaining to the goods
delivered under this Agreement.

(iii) Take all commercially reasonable steps to protect and preserve the
property referred to in (i) above in the possession of OHB until delivery to
ORBCOMM.

(iv) In the event this agreement is terminated as a result of a termination for
convenience of the United States Government prime contract in support of which
this agreement has been entered, provide to ORBCOMM as soon as possible but in
any event not later than ninety (90) days after receipt of notice of such
termination for convenience, a certified statement of all damages for which it
will require ORBCOMM to seek reimbursement from the Government. In such event,
OHB shall retain all Milestone payments received to date and be reimbursed for
all costs (including a reasonable fee thereon) that are in excess of Milestone
payments received and for which ORBCOMM is able to obtain payment from the
United States Government. OHB shall cooperate fully with the United States
Government and ORBCOMM regarding the presentation of a termination for
convenience request for payment, including but not limited to providing all
required certifications and permitting all required United States Government
audits in conjunction therewith. ORBCOMM shall present the OHB termination for
convenience costs to the Government and shall use its best efforts to permit OHB
to be able to participate directly with the Government in the negotiation of
those termination for convenience costs which pertain to OHB.


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In such event, ORBCOMM shall not be responsible to pay to OHB any damages other
than those which it is able to collect from the United States Government as a
result of the termination for convenience request for payment.

(v) In the event this Agreement is terminated solely for the convenience of
ORBCOMM (and not due to the termination of the relevant United States prime
contract), OHB shall be entitled to retain all Milestone payments received to
date and shall further be entitled to be reimbursed for all costs (including a
reasonable fee) in excess of such Milestone payments that have been incurred by
OHB in support of this Agreement. OHB shall have the obligation to mitigate all
such costs to the extent such mitigation is possible.

(vi) In the event that this Agreement is terminated for Default, ORBCOMM shall
be obliged to mitigate the damages sustained as a result of such default by OHB
to the extent permitted by the Contract. If ORBCOMM elects to complete the
undelivered items specified in the Agreement, OHB will be responsible for the
re-procurement cost of the remaining undelivered items. If ORBCOMM elects not to
complete the undelivered items specified in the Agreement, ORBCOMM and OHB shall
agree on the disposition and amount of payment for undelivered manufacturing
materials decided by the parties to be delivered to ORBCOMM. If ORBCOMM is
required to seek an alternate source for the terminated items in order to comply
with the requirements of the Contract, OHB will be responsible to reimburse
ORBCOMM for all costs associated with the acquisition from such alternate
source. Failure to agree will be a dispute under Article 12.3. OHB shall hold
ORBCOMM harmless and indemnify ORBCOMM from any and all claims demands,
assessments and all liabilities and costs related thereto for which ORBCOMM
becomes liable, including but not limited to any assessment of damages and/or
reprocurement costs by the United States Government.

(b) Any disagreement under this provision, including disagreements with respect
to ORBCOMM's right to seek a termination and the appropriate remedies for
termination, shall be resolved in accordance with Article 12.3 of this
Agreement.

ARTICLE 11 - OWNERSHIP OF INTELLECTUAL PROPERTY

Section 11.1 (a) Except as required by the terms of the Prime Contract, all
foreground IP related to the Work is the exclusive property of ORBCOMM. All
rights, title and interest in and to all background IP relating to the Work
shall remain exclusively in OHB and/or its subcontractors, notwithstanding OHB's
disclosure of any information or delivery of any data items to ORBCOMM or
ORBCOMM's payment to OHB for engineering or non-recurring charges. ORBCOMM shall
not use or disclose such information or property to any third party other than
as required by the terms of the Prime Contract without the prior written consent
of OHB. Title to all tools, test equipment and facilities not furnished by
ORBCOMM or specifically paid for by ORBCOMM and delivered to ORBCOMM under this
Agreement shall remain in OHB and/or its subcontractors. Foreground information
is defined as that data, regardless of format, that is first conceived,
developed or produced by OHB in the performance of this Agreement. Background
information is defined as data, regardless of format, and inclusive of all
technical information trade secrets, and proprietary information that was
conceived, developed or produced by OHB prior to performing under this Agreement
or outside of the efforts required by this Agreement.

Section 11.2 To the extent that computer software, source codes, programming
information and other related documentation relating to the Work, (the
"Background Information") are not deliverable data under this Agreement (or to
the extent that they are deliverable data, that no ownership or license rights
are being transferred to ORBCOMM), OHB, to the extent that it has the right to
do so, shall provide to ORBCOMM on an as needed basis, the right to access and

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copy such Background Information to support its analysis of the ORBCOMM System,
to develop alternative solutions for technical problems affecting the operation
and management of the ORBCOMM AIS System and to design modifications to the
Background Information but in any event, not for any re-procurement. To the
extent that ORBCOMM designs modifications to the Background Information it shall
not have the right to implement such modifications without the prior written
consent of OHB, which consent shall not be unreasonably withheld.

Section 11.3 To the extent permitted by applicable law, each party grants to the
other party a worldwide fully paid non-exclusive license for use of the other
party's intellectual property as defined in Sections 11.1 and 11.2 and which is
necessary to be transferred by one party to the other for purposes of performing
the Work under this Agreement.

ARTICLE 12  - MISCELLANEOUS

Section 12.1 - Notices. (a) Except as otherwise specified herein, all notices,
requests and other communications required to be delivered to any party
hereunder shall be in writing (including any facsimile transmission or similar
writing), and shall be sent either by certified mail, return receipt requested,
by telecopy or delivered by overnight courier which provides tracking of
documents transported or delivered in person addressed as follows:

(i) If to OHB, to it at:

Universitaetsallee 27-29
28359 Bremen, Germany

Telephone:  +49-421-2020-8
Attention: Dr. Indulis Kalnins (or Marco Fuchs)

(ii) If to ORBCOMM Inc, to it at:

   21700 Atlantic Boulevard
   Dulles, VA 20166
   Telephone:   (703)-433-6400
   Attention: President & CEO

Or to such other persons or addresses as any party may designate by written
notice to the others. Each such notice, request or other communication shall be
effective (i) if given by telecopy, when such telecopy is transmitted and the
appropriate answer back is received, (ii) if given by reputable overnight
courier, one (b) business day after being delivered to such courier, (iii) if
given by certified mail (return receipt requested), three 3 business days after
being deposited in the mail with first class postage prepaid, or (iv) if given
by any other means, when received at the address specified in this Section 12.1.

Section 12.2 Force Majeure. Neither party shall be responsible for failure or
delay in performance or delivery if such failure or delay is the result of an
act of God, terrorism, piracy, riot, or other hostilities, act of the public
enemy, embargo, governmental act, orders or regulations, fire, accident, war,
riot, strikes, inclement weather or other cause of a similar nature that is
beyond the control of the parties. The party experiencing a force majeure event
shall give prompt notice (unless precluded by the force majeure event itself
within 5 business days of the onset of the event) to the other party of the
occurrence of the event together with details thereof and an estimate of the
period of time during which it is anticipated to continue. A force majeure event
shall suspend the obligations of the party affected by the event until the force
majeure event ceases. In the event of such occurrence, this Agreement shall be
amended by mutual agreement to reflect an extension in the period of performance
and/or time of delivery necessitated by such circumstances. Failure to agree on
an equitable extension shall be

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considered a dispute and resolved in accordance with Section 12.3 hereof. A
force majeure circumstance shall not excuse performance unless the United States
Government excuses the performance of ORBCOMM under the Contract due to such
circumstance. In the event a force majeure event causes OHB to be delayed or to
be likely to be delayed for a period in excess of __ days, ORBCOMM at its sole
option shall be entitled to terminate this agreement. In such event, OHB shall
be entitled to be compensated in accordance with the provisions of Article
10.2(a)(i),(ii), (iii) and (v) infra.

Section 12.3 - Resolution of Disputes. (a) Any controversy or claim that may
arise under, out of, in connection with or relating to this Agreement or any
breach hereof, shall be submitted to a representative management panel of
ORBCOMM and OHB. Each of ORBCOMM and OHB may appoint up to two (2) individuals
to each panel. Such appointments shall be made within ten (10) days of the
receipt by the appointing party of notice of the existence of such controversy
or claim. The unanimous decision and agreement of such panel, shall resolve the
controversy or claim. If the panel is unable to resolve such matter within
thirty (30) days of the submission of such controversy or claim to such
individuals by way of unanimous decision, either party may remove the
controversy or claim for arbitration in accordance with Section 12.3(b).

(b) Any controversy or claim that is not resolved under Section 12.3(a) shall be
settled by final and binding arbitration in Washington, D.C., in accordance with
the then existing United States domestic rules of the American Arbitration
Association (the "AAA") to the extent not modified by this Section 12.3. In the
event that claims or controversies arise under this Agreement and/or any of the
Definitive Agreements, such claims or controversies may be consolidated in a
single arbitral proceeding. Unless otherwise agreed by the parties, the arbitral
tribunal shall be composed of three (3) arbitrators who are expert in satellite
communications systems and/or launch vehicles as may be appropriate depending on
the nature of the dispute. Each of ORBCOMM and OHB shall appoint one (1)
arbitrator. If any party fails to appoint an arbitrator within thirty (30) days
from the date on which another party's request for arbitration has been
communicated to the first party such appointment shall be made by the AAA. The
two (2) arbitrators so appointed shall agree upon the third arbitrator who shall
act as chairman of the arbitral tribunal. If the two (2) appointed arbitrators
shall not agree upon the appointment of the third arbitrator, such chairman
shall be selected by the AAA. In all cases, the arbitrators shall be fluent in
English. Judgement upon any award rendered by the arbitrators may be entered
into any court having jurisdiction or application may be made for judicial
acceptance of the award and an order of enforcement, as the case may be. The
parties agree that if it becomes necessary for any party to enforce an arbitral
award by a legal action or additional arbitration or judicial methods, the party
against whom enforcement is sought shall pay all reasonable costs and attorneys'
fees incurred by the party seeking to enforce the award.

Section 12.4 - Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia, USA without
giving effect to the provisions, policies or principles thereof relating to
choice or conflict of laws.

Section 12.5 - Binding Effect: Assignment. This Agreement shall be binding upon
and shall inure to the benefit of the parties and their respective successors
and permitted assigns. Neither this Agreement nor any interest or obligations
hereunder shall be assigned or transferred (by operation of law or otherwise) to
any person without the prior written consent of the other party, provided that
any party may assign this Agreement and its interest and obligations hereunder
to any wholly owned subsidiary of such party.

Section 12.6 - Order of Precedence. Inconsistencies between or among Articles of
Agreements and/or any attachment shall be resolved in the following order of
precedence:

(a) Article 1 through Article 12 of this Agreement
(b) the Statements of Work: and
(c) the Specifications.

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Section 12.7 - Key personnel. OHB agrees that those individuals identified in
Exhibit C are necessary for the successful completion of the work to be
performed under this Agreement. Such key personnel shall be removed only after
proper advanced (two weeks minimum) consultation with ORBCOMM. Advanced
consultation shall include identification/qualifications of the replacement and
a transition plan. OHB shall take considerable effort to replace Key Personnel
with personnel of substantially equal qualifications and ability. In the event
of a dispute, ORBCOMM shall communicate the concern to OHB's senior management
to negotiate a mutually agreed upon alternative. Notwithstanding its role in
reviewing Key personnel adjustments, ORBCOMM shall have no supervisory control
over Key Personnel work, and nothing in this Section 12.7 shall relieve OHB of
any of its obligations under this Agreement, or of its responsibility for any
acts or omissions of its personnel. To the extent that the Key Personnel
voluntarily resign, ORBCOMM shall be consulted in the selection of the
replacement personnel but shall not have the right to approve such replacement
personnel.

Section 12.8 - Counterparts. This Agreement may be executed in any number of
counterparts of the signature pages, each of which shall be considered an
original, but all of which together shall constitute one and the same
instrument.

Section 12.9 - Headings. This section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

Section 12.10 - Amendment Waiver. Except as provided otherwise herein, this
Agreement may not be amended nor may any rights hereunder by waived except by an
instrument in writing signed by the parties hereto.

Section 12.11 - Entire Agreement. This Agreement and all exhibits (which are
hereby made part of this Agreement) contain the entire understanding between the
parties and supersede all prior written and oral understandings relating to the
subject hereof. No representations, agreement, modifications or understandings
not contained herein shall be valid or effective unless agreed to in writing and
signed by both parties.

Section 12.12 - Modification and Termination. This order may not be modified or
terminated orally. No claimed modification, termination or waiver of any of its
provisions shall be valid UNLESS in writing signed by ORBCOMM.

Section 12.13 - Government Contract Conditions. Since this order is being placed
in support of the United States Government Contract referenced above, this order
is subject to the following additional provisions:

(a) The terms and conditions of the United States Government Contract;

(b) Inspection at Source: ORBCOMM reserves the right to request Government
Inspection at source. In the event this right is exercised, OHB shall make all
necessary arrangements with the appropriate Government Agency for such
inspection and shall promptly furnish ORBCOMM with the resultant inspection
certificate(s); and

(c) Government Regulations: The provisions of the Federal Acquisition
Regulations and Defense Department Supplement thereto are incorporated herein by
reference as attached hereto at Exhibit "D." Where necessary to make the context
of these provisions applicable to this order, the term "Government" and
equivalent phrases shall include ORBCOMM, the term "Contractor" shall include
OHB, and the term "Contract" shall refer to this order. Where any reference
above contains alternative clauses, that alternative shall apply which is
required by or most consistent with ORBCOMM's Contract pursuant to which this
order is issued. The clauses set forth above shall be interpreted as referring
to the FAR or DFAR clause with the same or similar name in effect (including
revision by Defense Acquisition Circular) as of the date set forth on ORBCOMM's
Contract regardless of title or FAR/DFAR numbering. In the event that this order
is placed for a "commercial" product(s) as defined in FAR 52.202-1, only the
provisions of the Federal


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Acquisition Regulations and Defense Department Supplement thereto set forth at
Attachment "A" hereto which are applicable to commercial item acquisitions shall
be applicable hereto. See in general FAR 52.244-6 and DFAR 252.225.7012.

Section 12.14 - False Statements. OHB acknowledges that whoever knowingly and
willfully makes any false, fictitious or fraudulent representations to the
United States Government either directly or indirectly may be liable to criminal
prosecution under 18 U.S.C. 1001.

Section 12.15 Certification Regarding Debarment, Suspension, Proposed Debarment
and Other Responsibility Matters.
In the event this order is placed in support of a United States Government prime
or subcontract, OHB herewith certifies to the best of its knowledge and belief,
that it and/or any of its principals
(i.) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment,
or declared ineligible for the award of contracts by a federal agency;
(ii.) Have ( ) have not ( ), within a three year period preceding this offer,
been convicted of or had a civil judgment rendered against them for: commission
of fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (federal, state or local) contract or
subcontract; violation of federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery,
falsification or destructions of records, making false statements, or receiving
stolen property; and
(iii.) Are ( ) are not ( ) presently indicted for, or otherwise criminally or
civilly charged by a government entity with, commission of any of the offenses
enumerated above.

The OHB has ( ) has not ( ), within a three year period preceding this offer,
had one or more contracts terminated for default by any federal agency.

"Principals," for the purposes of this certification, means officers, directors,
owners, partners and persons having primary management or supervisory
responsibilities within a business entity (e.g. general manager, plant manager,
head of a subsidiary, division or business segment, and similar positions).

Section 12.16 Severability. If any term, condition, clause or provision of this
order shall be determined or declared to be void or invalid in law or otherwise,
then only that term, condition, clause or provision shall be stricken from this
order and in all other respects this order shall be valid and continue in full
force, effect and operation.

Section 12.17 Waiver. Any failure of ORBCOMM or OHB at any time to insist on
performance of any provision of this order shall not be construed as a waiver of
that provision in any later instance, nor shall it be construed as a waiver of
any other provision of this order.

Section 12.18 Limitation of Liability. In no event shall either party hold the
other liable for incidental, consequential or punitive damages.

Section 12.19 - Publicity. OHB, its subcontractors, vendors, representatives,
employees, officers, directors, shareholders, designees, agents and/or
consultants shall not issue news releases, articles, brochures, advertisements,
prepared speeches or any other information releases related to the work
performed or products delivered or to be delivered under this Agreement,
including the confirmation or denial thereof, without the prior written consent
of ORBCOMM. Any information releases issued by OHB shall be reviewed in advance
of release by ORBCOMM, and ORBCOMM shall have the right to reject any proposed
release or any portion of any proposed release in which event OHB shall not
issue such rejected release or rejected portion thereof.

ARTICLE 13 - LIST OF EXHIBITS AND SCHEDULES

Exhibit A STATEMENT OF WORK AND SPECIFICATIONS

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      Part 1A Concept Demonstration Satellite Spacecraft Bus, Integration and
              Test and Launch Services Statement of Work

      Part 1B Demonstration Spacecraft Bus Integration Test and Launch Services
              Specifications

Exhibit B      Work Schedule and Delivery
Exhibit C      Key Personnel
Exhibit D      United States Government Contract Flow Down Provisions
Exhibit E      [***]
Exhibit F      Option Prices
Exhibit G      Schedules

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.

      OHB SYSTEM, AG


      By: /s/ Marco Fuchs
          ------------------------------
          Name: Marco Fuchs
          Title: Vorstand


      ORBCOMM LLC


      By: /s/ Jerry Eisenberg
          ------------------------------
          Name:   Jerry Eisenberg
          Title: Chief Executive Officer


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                                    EXHIBIT A
                       STATEMENT OF WORK AND SPECIFICATION


The following documentation shall be provided separately.


Part 1A

Concept Demonstration Satellite Spacecraft Bus, Integration and Test and Launch
Services Statement of Work
     Drawing Number: B15071194


Part 1B

Demonstration Spacecraft Bus Integration Test and Launch Services Specifications
     Drawing Number: B15051193

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                                    EXHIBIT B
                           WORK SCHEDULE AND DELIVERY


Basic Contract:

            Deliver one (1) each Concept Demonstration Bus as defined in ARTICLE
            1 and Exhibit A shall be completed by December 31, 2005.

            Launch Services shall be provided no later than the close of Q1 2006

            Delivery of all services, reviews and equipment will be in
            accordance with Appendix A, Deliverable Services, Reviews and
            Equipment.

            Delivery of all documentation will be in accordance with Appendix A,
            Documentation Requirements List.

Options:

            Delivery of the optional prices will be completed within 90 days of
            contract execution and shall include the following:



  ITEM                                                   DESCRIPTION OF INFORMATION TO BY PROVIDED TO ORBCOMM
  ----                                                   ----------------------------------------------------
                                                      
  Up to six additional Concept Demonstration Buses       Price per spacecraft bus
  (including all activities through on-orbit testing)    Delivery schedule

  Prime contractor role                                  Provide the additional costs (if any) to become the
                                                         prime contractor with overall
                                                         mission responsibilities.

  Launch services                                        Price for launch services
                                                         Delivery schedule

  Technical proposal                                     Technical proposal defining the overall system
                                                         configuration, critical system budgets (power, mass,
                                                         thermal), and integration and test philosophy.


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                                    EXHIBIT C
                                  KEY PERSONNEL



The following individuals will be assigned to the Concept Demonstration
Satellite Bus Agreement effort in accordance with the provisions of ARTICLE 12.7

   Program Manager                        Prof. Dr.Indulis Kalnins

   Lead Systems Engineer                  Dipl. Ing. Frank Ellmers

   Lead Electrical/RF Engineer            Dipl. Ing. Frank Huebner

   Structural Engineer                    H. Segelke

   Payload Interface Engineer             T. Miesner


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                                   EXHIBIT D.
                              FAR FLOW DOWN CLAUSES



ITEM  CLAUSE #    FAR TITLE                                           DATE      APPLICATION
- ----  --------    ---------                                           ----      -----------
                                                                    
1.    52.203-3    Gratuities                                          APR 84    Over SAT
2.    52.203-6    Restriction on Subcontractor Sales                  JUL 95    Over SAT to the Government
3.    52.203-7    Anti-Kickback Procedures                            JUL 95    Over SAT *
4.    52.203.10   Price or Fee Adjustment for Illegal or              JAN 97    All Improper Activity
5.    52.203-11   Certification and Disclosure Regarding Payments     APR 91    Over $100,000.0 to Influence Certain Federal
                                                                                Transactions
6.    52.203-12   Limitation on Payments to Influence Certain         JUN 03    All Federal Transactions
7.    52.204-2    Security Requirements                               AUG 96    All
8.    52.209-6    Protecting the Government's Interest                JUL 95    Over $25,000.00, Subcontracting w/ Contractors
                                                                                Debarred, Suspended, or Proposed for Debarment
9.    52.214-26   Audit and Records- Sealed Bidding                   OCT 97    Over $500,000.00
10.   52.214-28   Subcontractor Cost or Pricing Data                  OCT 97    Over $500,000.00 Modifications - Sealed Bidding
11    52.215-2    Audit and Records - Negotiation                     JUN 99    Over SAT *
12.   52.215-10   Price Reductions for Defective Cost or Pricing      OCT 97    over $500,000.00and Data FAR 15.403-4 exceptions n/a
13.   52.215-11   Price Reductions for Defective Cost or Pricing      OCT 97    Over $500,000.00 Data - Modifications and
                                                                                FAR 15.403-4 Exceptions N/A
14.   52.215-12   Subcontractor Cost or Pricing Data                  OCT 97    Over $500,000.00
15.   52.215-13   Subcontractor Cost or Pricing Data - Modifications  OCT 97    Over $500,000.00
16.   52.215-14   Integrity of Unit Prices                            OCT 97    Over $500,000.00 and FAR 15.403-4 Exceptions N/A
17.   52.215-15   Pension Adjustments and Asset Reversions            JAN 04    If Cost&Pricing Data Required Per FAR 15.408(g)
18.   52.215-18   Reversions or Adjustments of Plans for Post         OCT 97    If Cost & Pricing Data Retirement Benefits (PRB)
                                                                                Other than Pensions Required
19.   52.215-19   Notification of Ownership Change                    OCT 97    If  FAR 15.408(k) applicable
20.   52.215-21   Requirements for Cost or Pricing Data or            OCT 97    If Cost & Pricing Data Req'd Information Other than
                                                                                Cost or Pricing Data -Modifications
21.   52.219-8    Utilization of Small Business Concerns              OCT 00    If further subcontract opportunities exist.
22.   52.219-9    Small, Small Disadvantaged and Women-Owned          JAN 02    Over $500,000.00 Small Business Subcontracting Plan


- --------------------------------------------------------------------------------
B10LG1197 - Revision New                                                 Page 19

                         ORBCOMM PROPRIETARY INFORMATION



Concept Demonstration Satellite Bus Integration Test
And Launch Services Procurement Agreement

                                                                    
23.   52.222-4    Contract Work Hours & Safety Standards Act -        SEPT 00   Over $100,000.00 Overtime Compensation
24.   52.222-21   Prohibition of Segregated Facilities                FEB 99    Over$100,000.00
25.   52.222-26   Equal Opportunity                                   APR 02    Over $10,000.00
26.   52.222-35   Equal Opportunity for Special Disabled Veterans,    DEC 01    Over $25,000.00 Veterans of the Vietnam Era, and
                                                                                Veterans and Other Eligible Veterans
27.   52.222-36   Affirmative Action for Workers with disabilities    JUN 98    Over $10,000.00
28.   52.222-37   Employment Reports on Special Disabled Veterans     DEC 01    $25,000.00 or more and Veterans of the Vietnam Era
29..  52.223-3    Hazardous Material Identification                   JAN 97    All requiring delivery of & Material Safety Data
                                                                                hazardous materials
30.   52.224-2    Privacy Act                                         APR 84    All
31.   52.225-8    Duty-Free Entry                                     FEB 00    If SK includes covered supplies
32.   52.225-13   Restrictions on Certain Foreign Purchases           JAN 04    All
33.   52.227-1    Authorization and Consent                           JUL 95    Above SAT * (Unless outside USA)
34.   52.227-2    Notice and Assistance Regarding                     AUG 96    Above SAT * Patent & Copyright Infringement (Unless
                                                                                outside USA)
35.   52.227-3    Patent Indemnity                                    APR 84    All
36..  52.227-6    Royalty Information                                 APR 84    If Cost & Pricing Data or Royalty Information
                                                                                Required
37.   52.227-9    Refund of Royalties                                 APR 84    If C.O. determines substantial amounts of royalties
                                                                                may have to be paid
38.   52.227-10   Filing of Patent Applications -                     APR 84    Certain experimental, Classified Subject Matter
                                                                                developmental, or research
39.   52.227-11   Patent Rights - Retention by the Contractor         JUN 97    Certain experimental (Short Form) developmental, or
                                                                                research  Over SAT* w/exceptions
40.   52.227-12   Patent Rights - Retention by the Contractor         JAN 97    Certain experimental, (Long Form) developmental,
                                                                                or research
41.   52.227-13   Patent Rights - Acquisition by the Government       JAN 97    Certain experimental, developmental, or research
42.   52.227-17   Rights in Data - Special Works                      JUN 87    If in Prime Contract
43.   52.228-5    Insurance - Work on a Government Installation       JAN 97    Over SAT*, w/exceptions
44.   52.230-2    Cost Accounting Standards                           APR 98    Negotiated contracts with enumerated exceptions
45.   52.230-3    Disclosure and Consistency of                       APR98     Over $500,00.00, under  Cost Accounting Practices
                                                                                $25 million, eligible for  CAS coverage (unless UK)




- --------------------------------------------------------------------------------
B10LG1197 - Revision New                                                 Page 20

                         ORBCOMM PROPRIETARY INFORMATION



Concept Demonstration Satellite Bus Integration Test
And Launch Services Procurement Agreement

                                                                    
46.   52.230-6    Administration of  Cost Accounting Standards        NOV 99    Negotiated contracts with enumerated exceptions
47.   52.244-6    Subcontracts for Commercial Items                   APR 03    All SK's where clause is in  prime contract
48.   52.245-17   Special Tooling                                     JUN 03    Fixed-price, tooling provided by / rights acquired
                                                                                by Gov't
49.   52.245-18   Special Test Equipment                              FEB 93    Negotiated; Contractor to  acquire/fabricate special
                                                                                test equipment yet unknown
50.   52.246-23   Limitation of Liability                             FEB 97    All non-high-value (normally under $100,000.00) end
                                                                                items via contracts over  SAT *
51.   52.247-63   Preference for US-Flag Air Carriers                 JUN 03    All/w possible intl air transport
52.   52.247-64   Preference for Privately Owned                      APR 03    All that may involve ocean U.S.-Flag Commercial
                                                                                Vessels transport under Cargo Preference Act;
                                                                                transport otherwise required by such vessels w/ ltd
                                                                                commercial item exception
53.   52.248-1    Value Engineering                                   FEB 00    If in prime contract and $100,000.00+;less if
                                                                                potential for significant savings.
54.   52.212-4    Contract Terms and Conditions - Commercial Items    OCT 2003
55.   52.244-6    Subcontracts for Commercial Items                   APR 2003



* "Over SAT" indicates that the referenced clause applies to all contract over
the Simplified Acquisition Threshold.

FAR 2.101; see FAR 3.503-2

- --------------------------------------------------------------------------------
B10LG1197 - Revision New                                                 Page 21

                         ORBCOMM PROPRIETARY INFORMATION



Concept Demonstration Satellite Bus Integration Test
And Launch Services Procurement Agreement


                                    Exhibit E


                                      [***]


- --------------------------------------------------------------------------------
B10LG1197 - Revision New                                                 Page 22

                         ORBCOMM PROPRIETARY INFORMATION



CDS Spacecraft Bus, Integration and Test and
Launch Services Statement of Work                                     Exhibit 1A
- --------------------------------------------------------------------------------

                         CONCEPT DEMONSTRATION SATELLITE
                      SPACECRAFT BUS, INTEGRATION AND TEST
                               AND LAUNCH SERVICES

                                    STATEMENT
                                       OF
                                      WORK

                                   ORBCOMM LLC
                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.




                                          Signature       Date:
                                          ---------       -----
                                                 
Prepared   -
By:        Staff
Approved   D. SCHOEN
By:        VP TECHNOLOGY DEVELOPMENT
Approved   J. STOLTE
By:        EVP TECHNOLOGY AND OPERATIONS


                          Issue Date: February 24, 2005

- --------------------------------------------------------------------------------
Revision New                                                                   1

                         ORBCOMM PROPRIETARY INFORMATION



CDS Spacecraft Bus, Integration and Test and
Launch Services Statement of Work
- --------------------------------------------------------------------------------

                                      [***]
                               [48 pages omitted]
- --------------------------------------------------------------------------------
Revision New                                                                   2

                         ORBCOMM PROPRIETARY INFORMATION


                                                                      Exhibit 1B

                         CONCEPT DEMONSTRATION SATELLITE
            SPACECRAFT BUS, INTEGRATION AND TEST AND LAUNCH SERVICES
                                  SPECIFICATION


                                   ORBCOMM LLC

                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.




                                                           Signature       Date
                                                           ---------       ----
                                                                  
Prepared By:      Space System Engineering

Approved By:      John Stolte
                  EVP, Technology & Operations

Approved By:      Tim Maclay
                  VP, System Engineering

Approved By:      Dean Brickerd
                  VP,  Sales and Product Engineering

Approved By:      Mike Lord
                  VP, Gateway Engineering

Approved By:      Chuck Rose
                  Senior Manager, Network Operations


                          Issue Date: February 24, 2005



                                                                  (ORBCOMM LOGO)


                         CONCEPT DEMONSTRATION SATELLITE
            SPACECRAFT BUS, INTEGRATION AND TEST AND LAUNCH SERVICES
                                  SPECIFICATION


                                   ORBCOMM LLC

                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.


                          Issue Date: February 24, 2005


B15051193



CDS Bus Specification                                        Chapter 9 Logistics
- --------------------------------------------------------------------------------


                                      [***]
                               [27 pages omitted]
B15051193

EX-10.4

                                                                    Exhibit 10.4

                               *** TEXT OMITTED AND FILED SEPARATELY
                                   CONFIDENTIAL TREATMENT REQUESTED
                                   UNDER 17 C.F.R. SECTIONS 200.80(b)(3),
                                   200.80(b)(4) and 230.406

               ORBCOMM CONCEPT DEMONSTRATION COMMUNICATION PAYLOAD
                         PROCUREMENT AGREEMENT B10LG1192


This ORBCOMM Procurement Agreement (this "Agreement") is made and entered into
as of the 3rd day of November, 2004 (the Effective Date") between ORBCOMM Inc, a
Delaware corporation ("ORBCOMM") with its principal place of business located at
21700 Atlantic Boulevard, Dulles, VA 20166 and Orbital Sciences Corporation, a
Delaware corporation ("Orbital") with its principal place of business located at
21839 Atlantic Boulevard, Dulles, Virginia 20166.

WITNESSETH


WHEREAS ORBCOMM has received United States Government Contract
#HSCG-23-04-C-ADA-001 (the "United States Government Contract" or the
"Contract") from the United States Coast Guard to develop the capability to
receive, process, and forward the Automatic Identification System (AIS) Signal
via spacecraft and associated ground systems; and

WHEREAS ORBCOMM has received an order under the Contract to deliver a Concept
Demonstration Communications Payload and to launch and demonstrate functionality
of the same; and

WHEREAS ORBCOMM desires to contract with Orbital for the overall design,
manufacture, test, and delivery to ORBCOMM the Concept Demonstration
Communication Payload for the ORBCOMM Automatic Identification System (AIS) and
provide payload integration support and on-orbit operations support as specified
in the Contract Statement of Work. Additionally, as an option defined herein,
there is a potential for Orbital to provide thereafter up to five (5) additional
identical or similar such payloads for the AIS, if approved, and an option for
six (6) ORBCOMM satellites with integrated AIS payloads and an option for six
(6) ORBCOMM satellites with integrated payloads similar to the current ORBCOM
payload utilized on the Plane B spacecraft.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS

"ORBCOMM AIS Demonstration Payload Statement of Work" B15051188 - Rev New dated
November 2nd, 2004 And "ORBCOMM Concept Demonstration Spacecraft Communications
Payload Specification" B15051189-Rev D dated October 6th, 2004 shall mean the
payload statement of work and specifications attached hereto as Exhibit A,

"Options" shall mean the Additional AIS Payloads as set forth in Section 2.1 and
ORBCOMM Spacecraft with AIS Payloads and ORBCOMM Spacecraft with ORBCOMM Plane B
similar payloads to be defined at the time of the option execution.

"Payload" shall mean the communication payload equipment including an Automatic
Identification System (AIS) receiver as described in the Concept Demonstration
Spacecraft Communications Payload Specifications and the ORBCOMM, AIS
Demonstration Payload Statement of Work (SOW) dated November 2nd, 2004 as set
forth at Exhibit A, Part 1

ARTICLE 2 - SCOPE OF WORK



Consistent with the terms and conditions set forth herein. Orbital shall furnish
the management, labor, facilities and materials required for the performance by
it of the following work (collectively, the "Work"):

Section 2.1 - Manufacture of Payload. (a) Orbital shall design, manufacture,
test and deliver to ORBCOMM the demonstration payload (the "Demo Payload") in
accordance with the Payload Statement of Work and the Payload Specifications as
set forth at Exhibit A.

(b) ORBCOMM shall have the option (the "Option") to require Orbital to construct
and deliver to ORBCOMM up to five additional payloads (the "Optional Payloads")

                                       Or

ORBCOMM shall have the option (the "Option") to require Orbital to construct and
deliver to ORBCOMM six (6) ORBCOMM Spacecraft with AIS integrated payloads (the
"Optional AIS Spacecraft")

                                       Or

ORBCOMM shall have the option (the "Option") to require Orbital to construct and
deliver to ORBCOMM six (6) ORBCOMM Spacecraft without AIS integrated payloads
(the "Optional ORBCOMM Spacecraft")

(c) The Option shall be exercisable, at the times and prices defined in Exhibit
F.

Section 2.2 - Other Documentation. Orbital shall prepare, develop and submit to
ORBCOMM the documentation set forth in the CDRLs of the AIS Demonstration
Payload Statement of Work.

Section 2.3 - Payload Storage. Orbital shall provide ORBCOMM, on a time and
materials basis, at the rate specified in Exhibit B, technical services
associated with the storage of Payloads when required by ORBCOMM, relating to
the ORBCOMM AIS System.

Section 2.4 - Regulatory and Export Matters. Orbital shall provide to ORBCOMM
where practical, the technical data needed by ORBCOMM (a) to obtain and maintain
the required United States regulatory authority needed to manufacture and export
the Payload and any Option Payloads and (b) to take reasonable actions in any
regulatory proceedings to defend any claims against any regulatory authority
granted to ORBCOMM or any of its subsidiaries in connection with the Payloads.

ARTICLE 3 - WORK SCHEDULE AND DELIVERY

Section 3.1 - Completion of the milestones is set forth in Exhibit B - Work
Schedule and Delivery (the "Milestones"). Completion of Milestones shall be
determined as described in Section 5.3.

(b) Demo Payload. The first Demo Payload shall be ready for delivery twelve (12)
months following the receipt of the first milestone payment.

(c) Options. Options shall be ready for delivery in accordance with the delivery
schedule defined in Exhibit B

ARTICLE 4 - CONSIDERATION

Section 4.1 - Price. The price for the Demo Payload (the "Price") is as follows:

(a) Demo Payload

  One (1) each        $3,305,000




         TOTAL $3,305,000
               ==========

The Price for the Demo Payload represents a fixed price.

Section 4.2 - Price of Options. The prices for the Options (the "Option Prices")
are defined in Exhibit F:

The price and terms of any such Option Payloads shall be no less favorable to
ORBCOMM than those made available by Orbital to NASA for similar products,
without any obligation on ORBCOMM to pay NASA prices.

Section 4.3 - Technical Assistance. For technical assistance tasks, other than
those set forth in Section 2.1, the following shall apply:

(a) Orbital shall provide to ORBCOMM on a time and materials basis as defined in
Exhibit E technical services, the cost for which is estimated to be less than
One Hundred Thousands Dollars ($100,000), as and when required and directed by a
Task Order issued by ORBCOMM, relating to the Payloads. Orbital shall be
required to submit to ORBCOMM a monthly report in writing for active Task Orders
that outlines the total hours expended during the month and the total dollar
amount spent, including cumulative amount.

Section 4.4 - Taxes (a) The Price (to include any Option Prices) does not
include any federal, state or local sales, use or excise taxes levied upon or
measured by the sale, the sales price, or the use of the items to be delivered
or services required to be performed hereunder.

(b) In cases where Orbital and/or ORBCOMM are wholly or partially exempt from
such taxes and duties or otherwise entitled to relief by way of protest, refund
claims litigation or other proceeding, Orbital shall take all necessary steps to
facilitate such exemption or relief by:

(i) Using reasonable efforts to bring about the exemption or relief before
submitting the invoices to ORBCOMM; and

(ii) Complying with all formalities necessary to enable ORBCOMM to claim
reimbursement with respect to taxes and duties that have been paid. For this
purpose, Orbital shall comply with the reasonable instructions given to it by
ORBCOMM and provide in due time the information that ORBCOMM reasonably
requires.

If any such tax is determined to be legally due from either Orbital or ORBCOMM,
ORBCOMM shall pay it separately. ORBCOMM shall pay, or reimburse Orbital for all
out-of-pocket expenses incurred in connection with the activities contemplated
by this Subsection 4.4(b).

Section 4.5 - Insurance. (a) The Price(s) includes the cost of property
insurance and general and product liability insurance for the Payloads until
ORBCOMM takes delivery of the payload.

(b) The Price does not include the cost to insure the payloads during any period
of time in which the Payloads are put into storage. Orbital shall obtain the
appropriate levels(s) of insurance required to cover the repair or replacement
costs, as the case may be of the Payloads during storage. ORBCOMM shall pay or
promptly reimburse Orbital for all expenses incurred by Orbital on behalf of
ORBCOMM in obtaining the Payload storage insurance, upon receipt of Orbital's
invoice therefor.

ARTICLE 5 - PAYMENT TERMS AND INVOICING



Section 5.1 - Invoicing.

For all Milestone Payments, Orbital shall submit an invoice for each Milestone
Payment in accordance with the payment schedule defined in Exhibit E. Each
invoice shall identify the Milestone for which payment is being requested and
the amount requested. Payments shall be due net 30 days.

For all invoices for time and material tasks, Orbital shall provide a
certificate, signed by the Vice President and Controller of Orbital or by any
other officer designated by the Vice President and Controller of Orbital,
certifying the accuracy of the costs incurred that are the subject of the
respective invoice. The invoices shall include, but not be limited to, a listing
of labor costs, including labor hours by bid rate group, material subcontracts
and ODC's as to enable ORBCOMM to fully comprehend the total monthly charges
being invoiced by Orbital. Invoices shall be submitted to the following address:

  ORBCOMM, Inc
  Attn: Controller
  21700 Atlantic Blvd.
  Dulles, VA   20166


Section 5.2 - Milestone Achievement. (a) A Milestone shall be deemed achieved
upon the successful demonstration by Orbital that the Work that is the subject
of the Milestone has been completed in accordance with the requirements of this
Agreement, and that all conditions established by this Agreement as
prerequisites to payment of the invoice have been fulfilled to ORBCOMM's
reasonable satisfaction.

(b) In the event that Orbital fails to achieve any Milestone on or before the
scheduled completion date shown in Exhibit B, ORBCOMM shall be relieved of its
obligation to pay the applicable amounts specified for such Milestone until such
time as Orbital achieves such Milestone or obtains a waiver in writing from
ORBCOMM for such achievement. Orbital's failure to timely complete any Milestone
shall not relieve ORBCOMM from its obligation to pay for other achieved
Milestones.

(c) If ORBCOMM concludes that the Milestone event for which any invoices have
been submitted has not been successfully completed in accordance with the
requirements of this Agreement or that any condition established by this
Agreement as prerequisite to payment has not been fulfilled, it shall provide
Orbital written exceptions within ten (10) business days after receipt of the
invoice, specifying in detail the non-conformance. The applicable payments shall
be made within five (5) business days after ORBCOMM's receipt of Orbital's
response, in writing, addressing in detail each of ORBCOMM's exceptions;
provided however, if with respect to any such Milestone, ORBCOMM reasonably
concludes that Orbital's response to ORBCOMM's exceptions to be non-responsive
and so notifies Orbital as provided in Subsection 5.5 (c) (i) below, ORBCOMM
may, at its sole discretion, defer any unpaid amount of the relevant Milestone
payment until the resolution of the matter as described in Subsection 5.3(c)(i)
below.

(i) In the event ORBCOMM concludes that Orbital has been non-responsive to
ORBCOMM `s exception to a Milestone, ORBCOMM shall notify Orbital thereof in
writing (the "Exception Notification") within ten (10) business after receipt of
Orbital's response to ORBCOMM written exception. The Exception Notification
shall (A) specify in detail the reason(s) ORBCOMM believes Orbital's response to
be non-responsive, and (B) advise Orbital formally that ORBCOMM intends to
withhold payment for such Milestone(s). On receipt of an Exemption Notification
from ORBCOMM, Orbital shall have thirty (30) days to demonstrate the achievement
of the relevant



Milestone to the reasonable satisfaction of ORBCOMM. If Orbital is unable to
make such a demonstration, ORBCOMM may defer payment as provided above. If
Orbital continues to dispute the OBRCOMM assertions of non-compliance, either
party may, at any time after the filing of the Orbital additional response as
permitted by this Section 5.3 (c)(i), submit the matter to be resolved by
arbitration as provided in Section 12.3 hereof.

Section 5.3 - Certification and Auditor Review of Submitted Invoices. In order
to assure ORBCOMM that the invoices that are submitted accurately reflect (i)
the actual hours expended, and actual cost incurred for travel expenses,
material and other direct cost (ODC) for T&M payments, and (ii) the correct
Milestone completion effort to be invoiced under the terms of this Agreement,
Orbital will provide with each invoice a certification executed by the Vice
President of Orbital's Space Systems Group that the sums invoiced are current,
complete and accurate and that they are allowable and allocable to the invoice
being presented and to this contract. If the United States Government should
require that invoices be certified in addition to the above referenced
certification, Orbital shall provide such other Government required
certifications as are required. ORBCOMM may request the Government to review the
accuracy of submitted invoices under this agreement against Orbital's accounting
books and records. In the event that an error was made and ORBCOMM was
overcharged, the amount of the overcharge shall be determined by the auditors
and the overcharged amount, shall be refunded to ORBCOMM within thirty (30)
business days from the date of notification by the auditors. To the extent that
Orbital does not agree with the auditors' determination, such dispute shall be
settled in accordance with Section 12.3.

ARTICLE 6 - ACCESS AND ACCEPTANCE

Section 6.1 - Access. Subject to the receipt of any and all required
governmental approvals, ORBCOMM authorized representatives shall have the right,
on a not-to-interfere basis, at all reasonable times during the performance of
this Agreement, to monitor the Work in progress (including without limitation
all test activities with access to related computer program information to the
extent reasonable safeguards can be implemented) at the plant(s) of Orbital.
Orbital shall use all commercially reasonable efforts to incorporate in all of
its subcontracts Orbital's and ORBCOMM's rights to monitor work in progress as
provided herein, provided that any additional direct expenses associated with
the exercise or implementation of such rights shall be borne by ORBCOMM.

Section 6.2 - Inspection and Acceptance. ORBCOMM authorized representatives
shall promptly conduct a final inspection of the Demo Payload and any Option
Payloads ordered in accordance with the Verification and Test Plan or, at
ORBCOMM's option, witness such inspection by Orbital and shall either approve
them for acceptance in writing or promptly notify Orbital in writing of the
particulars in which they are non-conforming with the applicable Specifications.
If no objections have been sent by ORBCOMM within (15) days of the inspection,
the relevant payload shall be deemed to have received approval for acceptance by
ORBCOMM. Corrections required to render the payloads in conformance with the
applicable Specification shall be made by Orbital at its cost. The decision how
to make the corrections shall be at Orbital's sole discretion and an item found
to be non-conforming during or after testing performed under this Agreement
shall at ORBCOMM's request and without charge to ORBCOMM be retested by Orbital
after Orbital has remedied the non-conformance. ORBCOMM may be assisted in all
inspections by its consultants or advisors. This final inspection and acceptance
shall take place at Orbital's Dulles facility prior to delivery to ORBCOMM.

Section 6.3. - Corrections in Delivered Payloads. (a) If at any time, either
Orbital or ORBCOMM becomes aware that any payloads delivered under this contract
are defective as a result of the operation of on-orbit Satellites which
defect(s) has resulted from a defect in workmanship or materials or adherence to
the statement of work or specification then the following shall occur: (i)



if the discovery is made by Orbital, Orbital shall notify promptly ORBCOMM of
such defects and to the extent that ORBCOMM determines that such defects would,
in the reasonable opinion of ORBCOMM materially adversely affect the operation
of the ORBCOMM AIS System. Orbital shall take prompt and appropriate corrective
measures to eliminate any such defects from all unused payloads, or (ii) if the
discovery is made by ORBCOMM, ORBCOMM shall notify promptly Orbital of such
defects that would, in the reasonable opinion of ORBCOMM, materially and
adversely affect the operation of the ORBCOMM AIS System. Orbital shall be
obligated within ten days to verify and respond to the ORBCOMM notification of
defective delivered and not yet launched payloads, and, in the event the defect
has been verified, Orbital shall take prompt and appropriate corrective measures
to eliminate any such defects from all such payloads. The decision how to make
the corrections shall be mutually agreed upon by ORBCOMM and Orbital.

(b) If the defects so identified are not the result of any failure to adhere to
the applicable specifications and SOW on the part of Orbital, ORBCOMM shall pay
the costs of such corrections identified in Section 6.3(a) and Orbital shall
charge for the effort expended on such corrections; provided however, that if
the material defect is found as a result of on-ground testing of the payloads by
Orbital or Orbital's subcontractors, then the corrections shall be deemed to be
in the Scope of Work. Orbital's obligation to correct such material defects in
the payloads shall end the sooner of Twelve (12) months after acceptance of the
hardware by ORBCOMM or launch. After such date corrections to such payloads
shall be made at a price mutually agreed to by ORBCOMM and Orbital. ORBCOMM
shall decide whether to proceed with the corrections of such material defects.
If the defects so identified result from the failure of Orbital to adhere to the
applicable specifications and/or SOW, then Orbital shall be responsible to
correct the defect in workmanship and/or material at no increase in Contract
price.

ARTICLE 7 - TITLE AND RISK OF LOSS

Title to, beneficial ownership of, and right to possession to and risk of loss
of or damage to the payloads shall pass to ORBCOMM upon final acceptance at
Orbital's Dulles facility.

ARTICLE 8 - CHANGES

Section 8.1 - Changes. At any time and by written order, ORBCOMM may make
changes within the general scope of this Agreement in (a) the Specifications or
the Statements of Work, (b) the method of packing or shipment, (c) place or time
of delivery, or (d) the quantity or type of the items to be delivered or
services required to be performed hereunder.

Section 8.2 - Adjustments to Agreement. (a) If any change causes an increase or
decrease in the Price, or in the time required for performance of any part of
the Work, whether or not directly changed by the order, ORBCOMM and Orbital
shall negotiate an equitable adjustment to such Price, delivery schedule or
other provision of this Agreement. Orbital shall perform the Work as changed
pending resolution of any negotiation under this Article 8.

(b) Orbital must assert in written proposal that addresses its right to an
adjustment under this Article 8 within thirty (30) days from receipt of the
written order.

(c) If Orbital's proposal includes the cost of replacing property made obsolete
or excess by the change, ORBCOMM shall have the right to prescribe the manner of
the disposition of the obsolete or excess property.

(d) Failure to agree to any adjustment shall be a dispute and shall be settled
in accordance with Section 12.3 provided that nothing in this Section 8.2 shall
excuse Orbital from proceeding with the Work as changed.



(e) The exercise of any Option contemplated by this Agreement shall not be
considered a change to this Agreement.

ARTICLE 9 - REPRESENTATIONS AND WARRANTIES

Section 9.1 - Representations and Warranties. Orbital represents and warrants
that (a) it has and it shall deliver to ORBCOMM at the time of title passing
pursuant to Article 7, sole and good legal and equitable title to the items to
be delivered or to the extent applicable, the services required to be performed
pursuant to Article 2, free and clear of any and all security interests, liens,
claims, charges and encumbrances of any kind or nature whatsoever, together with
full power and lawful authority to sell, deliver and perform the items to be
delivered or to the extent applicable, the services required to be performed
under Article 2, (b) the items to be delivered or to the extent applicable, the
services required to be performed shall be free from defects in material and
workmanship and shall operate and conform to the statement of work and
specifications as set forth in the in the contract, (c) neither the delivery of
the items nor the performance of the services required to be performed by
Orbital shall in any way constitute an infringement or other violation of any
copyright, trademark or patent or other validly registered enforceable
intellectual property right of any third party, and (d) the items to be
delivered and the services required to be performed hereunder shall be in
compliance with all applicable United States laws, rules and regulations.

Section 9.2 Remedies for Breach of Warranty and Warranty Period. ORBCOMM's sole
remedy for payload failure, defects, failure to conform with applicable
Specifications or any other requirements shall be limited to (i) non-payment to
Orbital of the Price for the Payload (s) so affected and (ii) termination
remedies under Article 10.

Section 9.3 - Limitation of Liability. (a) ORBITAL SHALL NOT BE LIABLE FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES RESULTING FROM THE USE OF
ANY OF THE GOODS OR SERVICES TO BE PROVIDED HEREUNDER, OTHER THAN THE
LIABILITIES EXPRESSLY STATED HEREIN. THE WARRANTY SET FORTH HEREIN IS IN LIEU OF
ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 9.4 - Patent Indemnification. (a) In the event of a breach of the
representation and warranty set forth in Section 9.1(c), Orbital agrees to
indemnify and hold harmless ORBCOMM and its permitted successors and assigns of
its products from and against all loss, damages, claims, demands and suits at
law or in equity, for actual or alleged claims, demands and suits at law or in
equity, arising out of such breach or alleged breach.

ARTICLE 10 - TERMINATION

Section 10.1 Termination. (a) This order may be terminated at any time by the
mutual agreement of the parties, which agreement shall specify their respective
remaining rights and duties.

(b) ORBCOMM may, by written notice of termination to Orbital terminate this
Agreement upon the failure of Orbital (a) to achieve any of the Milestones
within four (4) weeks after the scheduled completion date set forth in Exhibit
B, provided that scheduled completion dates shall be extended by any excusable
delays as a result of a force majeure event under Section 12.2; (b) to comply in
any material respect with any of the provisions of this Agreement and to correct
such failure, within sixty (60) days from the date of Orbital's receipt of
written notice thereof from ORBCOMM authorized representative setting forth in
detail ORBCOMM basis for termination of the Agreement; or (c) termination of



ORBCOMM's prime contract by ORBCOMM's customer, the United States Government.

(c) Orbital shall be in default under this agreement if it fails to deliver the
goods covered hereunder, or does so beyond a reasonable time, or delivers goods
of a quality differing from or inferior to the referenced applicable
specifications. A stoppage of work, initiated by Orbital as a direct result of
ORBCOMM's failure to make timely payment against any properly and appropriately
submitted invoice shall not be grounds for Default.

(d) Orbital shall be in default under this agreement in the event that Orbital
fails to comply with any applicable federal, state or local laws pertaining to
the subject matter of this agreement or the work required to fulfill the
requirements of this agreement.

(e) This order may be unilaterally terminated by ORBCOMM for default by Orbital
without prejudice to any claim for damages or other relief arising out of such
default.

(f) This order or, at the option of the ORBCOMM, individual orders placed
hereunder may be terminated in whole or in part by ORBCOMM for its convenience
or because of termination of a relevant United States Government prime contract.

Section 10.2 - Remedies Upon Termination.

(a) In the event of termination of this Agreement by ORBCOMM as provided for
hereinabove, Orbital shall:

(i) At ORBCOMM's request, to the extent it is permitted to do so by law,
regulation and any third party obligations pertaining thereto, deliver to
ORBCOMM all completed items to be delivered under Article 2, work-in-process,
drawings, and other technical data associated with the Work developed as part of
the performance of the completed Milestones of this Agreement along with
appropriate licenses to the intellectual property embodied in all such items,
drawings and other technical data sufficient to enable ORBCOMM to use, make and
have made such items, as would have been required as a deliverable had the work
continued to completion, provided that such data and licenses shall be used
exclusively for purposes related to the ORBCOMM System and shall be subject to
appropriate confidentiality obligations.

(ii) At ORBCOMM's request and to the fullest extent permitted by law, and
subject to applicable laws, regulations and terms of this Agreement, transfer
the applicable approvals, permits, and licenses pertaining to the goods
delivered under this Agreement.

(iii) Take all commercially reasonable steps to protect and preserve the
property referred to in (i) above in the possession of Orbital until delivery to
ORBCOMM.

(iv) In the event this agreement is terminated as a result of a termination for
convenience of the United States Government prime contract in support of which
this agreement has been entered, provide to ORBCOMM as soon as possible but in
any event not later than ninety (90) days after receipt of notice of such
termination for convenience, a certified statement of all damages for which it
will require ORBCOMM to seek reimbursement. In such event, Orbital shall retain
all Milestone payments received to date and be reimbursed for all costs
(including a reasonable fee thereon) that are in excess of Milestone payments
received and for which ORBCOMM is able to obtain payment from the United States
Government. Orbital shall cooperate fully with the United States Government and
ORBCOMM regarding the presentation of a termination for convenience request for
payment, including but not limited to providing all required certifications and
permitting all required United States Government audits in conjunction
therewith. ORBCOMM shall present the Orbital termination for convenience costs
to the Government and shall use its best efforts to permit Orbital to be able to
participate directly with the Government in the negotiation of those termination
for convenience costs which pertain to Orbital.

(v) In the event this Agreement is terminated solely for the convenience of
ORBCOMM (and not due to the termination of the relevant United States prime
contract), Orbital shall be entitled to



retain all Milestone payments received to date and shall further be entitled to
be reimbursed for all costs (including a reasonable fee) in excess of such
Milestone payments that have been incurred by Orbital in support of this
Agreement. Orbital shall have the obligation to mitigate all such costs to the
extent such mitigation is possible.

(vi) In the event that this Agreement is terminated for default, Orbital shall
be permitted to retain the Milestone payments previously received prior to the
termination subject to the following conditions. ORBCOMM shall be obliged to
mitigate the damages sustained as a result of such default by Orbital to the
extent permitted by the Contract. If ORBCOMM elects to complete the undelivered
items specified in the Agreement, Orbital will be responsible for the
reprocurement cost of the remaining undelivered items up to the value of those
undelivered items as specified in this Agreement, and, if requested by ORBCOMM,
Orbital will, for the sole purpose of enabling ORBCOMM to complete the
undelivered items specified in the Agreement, make available to ORBCOMM
Foreground and Background Information necessary to enable ORBCOMM or its
designee to complete the items. Orbital will permit use of the aforementioned
Foreground and Background Information by ORBCOMM's designee only after Orbital
has been notified of ORBCOMM's intentions to make such Information available to
a third party and Orbital and ORBCOMM's designee have executed a non-disclosure
agreement, which will be in substantially the same form as that non-disclosure
agreement which exists between Orbital and ORBCOMM at the time of execution of
this Agreement, to protect such Information If ORBCOMM elects not to complete
the undelivered items specified in the Agreement, ORBCOMM and Orbital shall
agree on the disposition and amount of payment for undelivered manufacturing
materials decided by the parties to be delivered to ORBCOMM. Failure to agree
will be a dispute under Section 12.3. If, after termination, it is determined
that Orbital was not in default, or that the default was excusable, the rights
and obligations of the parties shall be the same as if the termination had been
issued for the convenience of the Government.

(b) Any disagreement under this provision, including disagreements with respect
to ORBCOMM's right to seek a termination and the appropriate remedies for
termination, shall be resolved in accordance with Article 12.3 of this
Agreement.

ARTICLE 11 - OWNERSHIP OF INTELLECTUAL PROPERTY

Section 11.1 (a) Except as set forth in Sections 11.1(b) and 11.1(c) and except
as required by the terms of the Prime Contract, all foreground IP related to the
Work is the exclusive property of ORBCOMM. All rights, title and interest in and
to all background IP relating to the Work shall remain exclusively in Orbital
and/or its subcontractors, notwithstanding Orbital's disclosure of any
information or delivery of any data items to ORBCOMM or ORBCOMM's payment to
Orbital for engineering or non-recurring charges. ORBCOMM shall not use or
disclose such information or property to any third party other than as required
by the terms of the Prime Contract without the prior written consent of Orbital.
Title to all tools, test equipment and facilities not furnished by ORBCOMM or
specifically paid for by ORBCOMM and delivered to ORBCOMM under this Agreement
shall remain in Orbital and/or its subcontractors. Foreground information is
defined as that data, regardless of format, that is first conceived, developed
or produced by Orbital in the performance of this Agreement. Background
information is defined as data, regardless of format, and inclusive of all
technical information trade secrets, and proprietary information that was
conceived, developed or produced by Orbital prior to performing under this
Agreement or outside of the efforts required by this Agreement.

Section 11.2 To the extent that computer software, source codes, programming
information and other related documentation relating to the Work, (the
"Background Information") are not deliverable data under this Agreement (or to
the extent that they are deliverable data, that no ownership or license rights
are being transferred to ORBCOMM), Orbital, to the extent that it has



the right to do so, shall provide to ORBCOMM on an as needed basis, the right to
access and copy such Background Information to support its analysis of the
ORBCOMM System, to develop alternative solutions for technical problems
affecting the operation and management of the ORBCOMM AIS System and to design
modifications to the Background Information but in any event, not for any
re-procurement. To the extent that ORBCOMM designs modifications to the
Background Information it shall not have the right to implement such
modifications without the prior written consent of Orbital, which consent shall
not be unreasonably withheld.

Section 11.3 Each party grants to the other party a worldwide fully paid
non-exclusive license for use of the other party's intellectual property as
defined in Sections 11.1 and 11.2 for purposes of performing the Work under this
Agreement.

ARTICLE 12  - MISCELLANEOUS

Section 12.1 - Notices. (a) Except as otherwise specified herein, all notices,
requests and other communications required to be delivered to any party
hereunder shall be in writing (including any facsimile transmission or similar
writing), and shall be sent either by certified mail, return receipt requested,
by telecopy or delivered by overnight courier which provides tracking of
documents transported or delivered in person addressed as follows:

(i) If to Orbital, to it at:
    21839 Atlantic Boulevard
    Dulles, Virginia   20166

Telephone: (703)-948-8769
Attention: R. A. Wolak, Director, Contracts

(ii) If to ORBCOMM Inc, to it at:

   21700 Atlantic Boulevard
   Dulles, VA 20166
   Telephone:   (703)-433-6400
   Attention: President & CEO

Or to such other persons or addresses as any party may designate by written
notice to the others. Each such notice, request or other communication shall be
effective (i) if given by telecopy, when such telecopy is transmitted and the
appropriate answer back is received, (ii) if give by reputable overnight
courier, one (b) business day after being delivered to such courier, (iii) if
given by certified mail (return receipt requested), three 3 business days after
being deposited in the mail with first class postage prepaid, or (iv) if given
by any other means, when received at the address specified in this Section 12.1.

Section 12.2 Force Majeure. Neither party shall be responsible for failure or
delay in performance or delivery if such failure or delay is the result of an
act of God, terrorism, riot, or other hostilities, act of the public enemy,
embargo, governmental act, orders or regulations, fire, accident, war, riot,
strikes, inclement weather or other cause of a similar nature that is beyond the
control of the parties. In the event of such occurrence, this Agreement shall be
amended by mutual agreement to reflect an extension in the period of performance
and/or time of delivery necessitated by such circumstances. Failure to agree on
an equitable extension shall be considered a dispute and resolved in accordance
with Section 12.3 hereof.

Section 12.3 - Resolution of Disputes. (a) Any controversy or claim that may
arise under, out of, in connection with or relating to this Agreement or any
breach hereof, shall be submitted to a representative management panel of
ORBCOMM and Orbital. Each of ORBCOMM and Orbital



may appoint up to two (2) individuals to each panel. Such appointments shall be
made within ten (10) days of the receipt by the appointing party of notice of
the existence of such controversy or claim. The unanimous decision and agreement
of such panel, shall resolve the controversy or claim. If the panel is unable to
resolve such matter within thirty (30) days of the submission of such
controversy or claim to such individuals by way of unanimous decision, either
party may remove the controversy or claim for arbitration in accordance with
Section 12.3(b).

(b) Any controversy or claim that is not resolved under Section 12.3(a) shall be
settled by final and binding arbitration in Washington, D.C., in accordance with
the then existing United States domestic rules of the American Arbitration
Association (the "AAA") to the extent not modified by this Section 12.3. In the
event that claims or controversies arise under this Agreement and any of the
Definitive Agreements, such claims or controversies may be consolidated in a
single arbitral proceeding. Unless otherwise agreed by the parties, the arbitral
tribunal shall be composed of three (3) arbitrators who are expert in satellite
communications systems and/or launch vehicles as may be appropriate depending on
the nature of the dispute. Each of ORBCOMM and Orbital shall appoint one (1)
arbitrator. If any party fails to appoint an arbitrator within thirty (30) days
from the date on which another party's request for arbitration has been
communicated to the first party such appointment shall be made by the AAA. The
two (2) arbitrators so appointed shall agree upon the third arbitrator who shall
act as chairman of the arbitral tribunal. If the two (2) appointed arbitrators
shall not agree upon the appointment of the third arbitrator, such chairman
shall be selected by the AAA. In all cases, the arbitrators shall be fluent in
English. Judgement upon any award rendered by the arbitrators may be entered
into any court having jurisdiction or application may be made for judicial
acceptance of the award and an order of enforcement, as the case may be. The
parties agree that if it becomes necessary for any party to enforce an arbitral
award by a legal action or additional arbitration or judicial methods, the party
against whom enforcement is sought shall pay all reasonable costs and attorneys'
fees incurred by the party seeking to enforce the award.

Section 12.4 - Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia, USA without
giving effect to the provisions, policies or principles thereof relating to
choice or conflict of laws.

Section 12.5 - Binding Effect: Assignment. This Agreement shall be binding upon
and shall inure to the benefit of the parties and their respective successors
and permitted assigns. Neither this Agreement nor any interest or obligations
hereunder shall be assigned or transferred (by operation of law or otherwise) to
any person without the prior written consent of the other party, provided that
any party may assign this Agreement and its interest and obligations hereunder
to any wholly owned subsidiary of such party.

Section 12.6 - Order of Precedence. Inconsistencies between or among Articles of
Agreements and/or any attachment shall be resolved in the following order of
precedence:

 (a) Article 1 through Article 12 of this Agreement
 (b) the Statements of Work: and
 (c) the Specifications.

Section 12.7 - Key personnel. Orbital agrees that those individuals identified
in Exhibit C are necessary for the successful completion of the work to be
performed under this Agreement. Such key personnel shall be removed only after
proper advanced (two weeks minimum) consultation with ORBCOMM. Advanced
consultation shall include identification/qualifications of the replacement and
a transition plan. Orbital shall take considerable effort to replace Key
Personnel with personnel of substantially equal qualifications and ability. In
the event of a dispute, ORBCOMM shall communicate the concern to Orbital's
senior management to negotiate a



mutually agreed upon alternative. Notwithstanding its role in reviewing Key
personnel adjustments, ORBCOMM shall have no supervisory control over Key
Personnel work, and nothing in this Section 12.7 shall relieve Orbital of any of
its obligations under this Agreement, or of its responsibility for any acts or
omissions of its personnel. To the extent that the Key Personnel voluntarily
resign, ORBCOMM shall be consulted in the selection of the replacement personnel
but shall not have the right to approve such replacement personnel.

Section 12.8 - Counterparts. This Agreement may be executed in any number of
counterparts of the signature pages, each of which shall be considered an
original, but all of which together shall constitute one and the same
instrument.

Section 12.9 - Headings. This section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

Section 12.10 - Amendment Waiver. Except as provided otherwise herein, this
Agreement may not be amended nor may any rights hereunder by waived except by an
instrument in writing signed by the parties hereto.

Section 12.11 - Entire Agreement. This Agreement and all exhibits (which are
hereby made part of this Agreement) contain the entire understanding between the
parties and supersede all prior written and oral understandings relating to the
subject hereof. No representations, agreement, modifications or understandings
not contained herein shall be valid or effective unless agreed to in writing and
signed by both parties.

Section 12.12 - Modification and Termination. This order may not be modified or
terminated orally. No claimed modification, termination or waiver of any of its
provisions shall be valid UNLESS in writing signed by ORBCOMM.

Section 12.13 - Government Contract Conditions Since this order is being placed
in support of the United States Government contract referenced above, this order
is subject to the following additional provisions:

(a) The terms and conditions of the United States Government Contract;

(b) Inspection at Source: ORBCOMM reserves the right to request Government
Inspection at source. In the event this right is exercised, Orbital shall make
all necessary arrangements with the appropriate Government Agency for such
inspection and shall promptly furnish ORBCOMM with the resultant inspection
certificate(s); and

(c) Government Regulations: The provisions of the Federal Acquisition
Regulations and Defense Department Supplement thereto are incorporated herein by
reference as attached hereto at Exhibit "D." Where necessary to make the context
of these provisions applicable to this order, the term "Government" and
equivalent phrases shall include ORBCOMM, the term "Contractor" shall include
Orbital, and the term "Contract" shall refer to this order. Orbital however,
reserves the right of audit solely to the Government. Where any reference above
contains alternative clauses, that alternative shall apply which is required by
or most consistent with ORBCOMM's prime or subcontract pursuant to which this
order is issued. The clauses set forth above shall be interpreted as referring
to the FAR or DFAR clause with the same or similar name in effect (including
revision by Defense Acquisition Circular) as of the date set forth on ORBCOMM's
prime or subcontract regardless of title or FAR/DFAR numbering. In the event
that this order is placed for a "commercial" product(s) as defined in FAR
52.202-1, only the provisions of the Federal Acquisition Regulations and Defense
Department Supplement thereto set forth at Attachment "A" hereto which are
applicable to commercial item acquisitions shall be applicable hereto. See in
general FAR 52.244-6 and DFAR 252.225.7012.



Section 12.14 - Equal Opportunity. Orbital agrees during the performance of this
order, pursuant to 41 CFR Section 60-1.4, unless otherwise exempted by law,
rules, regulations, or orders of the United States Government:

1) Orbital will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. Orbital
will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited
to the following: Employment, upgrading, demotion, or transfer, recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Orbital
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the
provisions of this non-discrimination clause.

(2) Orbital will, in all solicitations or advertisements for employees placed by
or on behalf of the Orbital, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex or
national origin.

(3) Orbital will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the agency Contracting Officer
advising the labor union or worker's representative of Orbital's commitments
under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.

(4) Orbital will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.

(5) Orbital will furnish all information and reports required by Executive Order
11246 of September 24, 1964, and by the rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to its books,
records, and accounts by the contracting agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules regulations,
and orders.

(6) In the event of Orbital's non-compliance with the nondiscrimination clauses
of this order or with any of such rules, regulations, or orders, this order may
be canceled, terminated or suspended in whole or in part and Orbital may be
declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the
Secretary of Labor, or as otherwise provided by law.

(7) Orbital will include the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless exempted by rules, regulations, or orders
of the Secretary of Labor issued pursuant to section 204 of Executive Order
11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. Orbital will take such action with respect to any
subcontract or purchase order as may be directed by the Secretary of Labor as a
means of enforcing such provisions including sanctions for noncompliance:
Provided, however, that in the event Orbital becomes involved, in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction, the Orbital may request the United States to enter into such
litigation to protect the interests of the United States.

Section 12.15 - Segregated Facilities. Orbital hereby certifies that Orbital
does not and will not maintain any facilities Orbital provides for its employees
in a segregated manner, or permit its employees to perform their services of any
location, under Orbital's control, where segregated



facilities are maintained; and Orbital will provide further certification of
same as may be required by the Director of the Office of Federal Contract
Compliance Programs (OFCCP).

Section 12.16 - False Statements. Orbital acknowledges that whoever knowingly
and willfully makes any false, fictitious or fraudulent representations to the
United States Government either directly or indirectly may be liable to criminal
prosecution under 18 U.S.C. 1001.

Section 12.17 Certification Regarding Debarment, Suspension, Proposed Debarment
and Other Responsibility Matters.

In the event this order is placed in support of a United States Government prime
or subcontract, Orbital herewith certifies to the best of its knowledge and
belief, that it and/or any of its principals

(i.) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment,
or declared ineligible for the award of contracts by a federal agency;

(ii.) Have ( ) have not ( ), within a three year period preceding this offer,
been convicted of or had a civil judgment rendered against them for: commission
of fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (federal, state or local) contract or
subcontract; violation of federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery,
falsification or destructions of records, making false statements, or receiving
stolen property; and

(iii.) Are ( ) are not ( ) presently indicted for, or otherwise criminally or
civilly charged by a government entity with, commission of any of the offenses
enumerated above. The Orbital has ( ) has not ( ), within a three year period
preceding this offer, had one or more contracts terminated for default by any
federal agency.

"Principals," for the purposes of this certification, means officers, directors,
owners, partners and persons having primary management or supervisory
responsibilities within a business entity (e.g. general manager, plant manager,
head of a subsidiary, division or business segment, and similar positions).

Section 12.18 Severability. If any term, condition, clause or provision of this
order shall be determined or declared to be void or invalid in law or otherwise,
then only that term, condition, clause or provision shall be stricken from this
order and in all other respects this order shall be valid and continue in full
force, effect and operation.

Section 12.19 Waiver. The failure of ORBCOMM at any time to insist on
performance of any provision of this order shall not be construed as a waiver of
that provision in any later instance, nor shall it be construed as a waiver of
any other provision of this order.

Section 12.20 Limitation of Liability. In no event shall either party hold the
other liable for incidental, consequential or punitive damages.

ARTICLE 13 - LIST OF EXHIBITS AND SCHEDULES

Exhibits
Exhibit A      Statement of Work and Specifications
               Part 1A     AIS Demonstration Payload Statement of Work
               Part 1B     Demonstration Spacecraft Communication Payload
                           Specifications
Exhibit B      Work Schedule and Delivery
Exhibit C      Key Personnel
Exhibit D      United States Government Contract Flow Down Provisions
Exhibit E      [***]
Exhibit F      Option Prices
Exhibit G      Schedules



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.

      ORBITAL SCIENCES CORPORATION


      By: /s/ R.A. Wolak
          ---------------------------------
       Name: R. A. Wolak
             Title: Director, Contracts



      ORBCOMM LLC


      By: /s/Jerry Eisenberg
          ---------------------------------
       Name:   Jerry Eisenberg
       Title: Chief Executive Officer


                                                                  (ORBCOMM LOGO)


                                                                      EXHIBIT 1A


                        ORBCOMM AIS DEMONSTRATION PAYLOAD

                                    STATEMENT
                                       OF
                                      WORK


                                   ORBCOMM LLC
                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.



                                                    Signature           Date
                                                    ---------           ----
                                                               
Prepared      -
By:           Staff
Approved      D. SCHOEN
By:           VP TECHNOLOGY DEVELOPMENT
Approved      J. STOLTE
By:           EVP TECHNOLOGY AND OPERATIONS


                          Issue Date: November 2, 2004

                               B15051188 - REV New





                                                                  (ORBCOMM LOGO)


                            EXPORT CONTROL STATEMENT

          The contents of this document, in whole or in part, shall not be
          exported from the United States, which export shall include, but not
          be limited to, transmittal to any non-U.S. citizen wherever said
          person is located, except in accordance with all United States laws
          and regulations relating to exports and to all administrative acts of
          the U.S. Government pursuant to such laws and regulations. Diversion,
          re-export or transshipment of the contents of this document, in whole
          or in part, contrary to U.S. law is also strictly prohibited.



                                      [***]

                               [44 pages omitted]
- --------------------------------------------------------------------------------
B15051188 - Revision New                                                       1

                         ORBCOMM PROPRIETARY INFORMATION







                                                                      EXHIBIT 1B


                                     ORBCOMM
                        CONCEPT DEMONSTRATION SPACECRAFT
                      COMMUNICATIONS PAYLOAD SPECIFICATION


                                   ORBCOMM LLC

                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.



                                                           Signature      Date
                                                           ---------      ----
                                                                 
Prepared       Communications Payload Engineering
By:
Approved       John Stolte
By:            EVP, Technology & Operations
Approved       Tim Maclay
By:            VP, System Engineering
Approved       Dean Brickerd
By:            VP, Sales and Product Engineering

Approved       Mike Lord
By:            VP, Gateway Engineering
Approved       Chuck Rose
By:            Senior Manager, Network Operations


                           Issue Date: October 6, 2004

                                B15051189 - REV D



                                                                  (ORBCOMM LOGO)


                            EXPORT CONTROL STATEMENT

          The contents of this document, in whole or in part, shall not be
          exported from the United States, which export shall include, but not
          be limited to, transmittal to any non-U.S. citizen wherever said
          person is located, except in accordance with all United States laws
          and regulations relating to exports and to all administrative acts of
          the U.S. Government pursuant to such laws and regulations. Diversion,
          re-export or transshipment of the contents of this document, in whole
          or in part, contrary to U.S. law is also strictly prohibited.


                                      [***]

                               [54 pages omitted]


                                    Exhibit B
                           Work Schedule and Delivery

Basic Contract:

            Deliver one (1) each Demo Payload as defined in ARTICLE 1 and
            Exhibit A will be twelve (12) months after contract effectiveness as
            define in ARTICLE 12.5.

            Delivery of all services, reviews and equipment will be in
            accordance with Appendix A, Deliverable Services, Reviews and
            Equipment.

            Delivery of all documentation will be in accordance with Appendix B,
            Documentation Requirements List.

Options:

            Delivery of the optional equipment will be in accordance with the
            following schedules:

            Option A: Option for up to five (5) Additional AIS Payload
            configured identically as Demo Payload defined in Exhibit A.

            Delivery will be twelve (12) months after receipt of ORBCOMM's
            election to exercise the option and the first milestone payment
            (TBD) for this option. Option must be exercised within one hundred
            and twenty (120) days of the effective date of the contract.

            Option B: Option for six (6) ORBCOMM Spacecraft similar to existing
            Plane B configuration with integrated AIS Payloads configured
            identically as Demo Payload defined in Exhibit A.

            Delivery will be eighteen (18) months after receipt of ORBCOMM's
            election to exercise the option and the first milestone payment of
            (TBD) for this option.

            Option exercise dates are as stated in Exhibit F.

            Option C: Option for six (6) ORBCOMM Spacecraft with ORBCOMM Payload
            similar to existing Plane B configuration without AIS Payloads.

            Delivery will be eighteen (18) months after receipt of ORBCOMM's
            election to exercise the option and the first milestone payment of
            (TBD) for this option.

            Option exercise dates are as stated in Exhibit F.




                                    Exhibit C
                                  Key Personnel

The following individuals will be assigned to the Demo Payload Agreement effort
in accordance with the provisions of ARTICLE 12.7


Program Manager             Tom McDermott

Systems Engineer            Thierry Guichon

Contract Administrator      Ron Wolak




                                   EXHIBIT D.
                              FAR FLOW DOWN CLAUSES

********************************************************************************



ITEM  CLAUSE #    FAR TITLE                                           DATE     APPLICATION
- ----  --------    ---------                                           ----     -----------
                                                                   
1.    52.203-3    Gratuities                                          APR 84   Over SAT
2.    52.203-6    Restriction on Subcontractor Sales                  JUL 95   Over SAT to the Government
3.    52.203-7    Anti-Kickback Procedures                            JUL 95   Over SAT *
4.    52.203.10   Price or Fee Adjustment for Illegal or              JAN 97   All Improper Activity
5.    52.203-11   Certification and Disclosure Regarding Payments     APR 91   Over $100,000.0 to Influence Certain Federal
                                                                               Transactions

6.    52.203-12   Limitation on Payments to Influence Certain         JUN 03   All Federal Transactions
7.    52.204-2    Security Requirements                               AUG 96   All
8.    52.209-6    Protecting the Government's Interest                JUL 95   Over $25,000.00, Subcontracting w/ Contractors
                                                                               Debarred, Suspended, or Proposed for Debarment
9.    52.214-26   Audit and Records- Sealed Bidding                   OCT 97   Over $500,000.00
10.   52.214-28   Subcontractor Cost or Pricing Data                  OCT 97   Over $500,000.00 Modifications - Sealed Bidding
11    52.215-2    Audit and Records - Negotiation                     JUN 99   Over SAT *
12.   52.215-10   Price Reductions for Defective Cost or Pricing      OCT 97   over $500,000.00 and Data FAR 15.403-4 exceptions n/a
13.   52.215-11   Price Reductions for Defective Cost or Pricing      OCT 97   Over $500,000.00 Data - Modifications and
                                                                               FAR 15.403-4 Exceptions N/A
14.   52.215-12   Subcontractor Cost or Pricing Data                  OCT 97   Over $500,000.00
15.   52.215-13   Subcontractor Cost or Pricing Data - Modifications  OCT 97   Over $500,000.00
16.   52.215-14   Integrity of Unit Prices                            OCT 97   Over $500,000.00 and FAR 15.403-4 Exceptions N/A
17.   52.215-15   Pension Adjustments and Asset Reversions            JAN 04   If Cost&Pricing Data Required Per FAR 15.408(g)
18.   52.215-18   Reversions or Adjustments of Plans for Post         OCT 97   If Cost & Pricing Data Retirement Benefits (PRB)
                                                                               Other than Pensions Required
19.   52.215-19   Notification of Ownership Change                    OCT 97   If FAR 15.408(k) applicable
20.   52.215-21   Requirements for Cost or Pricing Data or            OCT 97   If Cost & Pricing Data Req'd Information Other than
                                                                               Cost or Pricing Data -Modifications
21.   52.219-8    Utilization of Small Business Concerns              OCT 00   If further subcontract opportunities exist.
22.   52.219-9    Small, Small Disadvantaged and Women-Owned          JAN 02   Over $500,000.00 Small Business Subcontracting Plan
23.   52.222-4    Contract Work Hours & Safety Standards Act -        SEPT 00  Over $100,000.00 Overtime Compensation




                                                                    
24.   52.222-21   Prohibition of Segregated Facilities                FEB 99    Over$100,000.00
25.   52.222-26   Equal Opportunity                                   APR 02    Over $10,000.00
26.   52.222-35   Equal Opportunity for Special Disabled Veterans,    DEC 01    Over $25,000.00 Veterans of the Vietnam Era, and
                                                                                Veterans and Other Eligible Veterans
27.   52.222-36   Affirmative Action for Workers with disabilities    JUN 98    Over $10,000.00
28.   52.222-37   Employment Reports on Special Disabled Veterans     DEC 01    $25,000.00 or more and Veterans of the Vietnam Era
29..  52.223-3    Hazardous Material Identification                   JAN 97    All requiring delivery of & Material Safety Data
                                                                                hazardous materials
30.   52.224-2    Privacy Act                                         APR 84    All
31.   52.225-8    Duty-Free Entry                                     FEB 00    If SK includes covered supplies
32.   52.225-13   Restrictions on Certain Foreign Purchases           JAN 04    All
33.   52.227-1    Authorization and Consent                           JUL 95    Above SAT * (Unless outside USA)
34.   52.227-2    Notice and Assistance Regarding                     AUG 96    Above SAT * Patent & Copyright Infringement (Unless
                                                                                outside USA)
35.   52.227-3    Patent Indemnity                                    APR 84    All
36..  52.227-6    Royalty Information                                 APR 84    If Cost & Pricing Data or Royalty Information
                                                                                Required
37.   52.227-9    Refund of Royalties                                 APR 84    If C.O. determines substantial amounts of
                                                                                royalties may have to be paid
38.   52.227-10   Filing of Patent Applications -                     APR 84    Certain experimental, Classified Subject Matter
                                                                                developmental, or research
39.   52.227-11   Patent Rights - Retention by the Contractor         JUN 97    Certain experimental (Short Form) developmental, or
                                                                                research  Over SAT* w/exceptions
40.   52.227-12   Patent Rights - Retention by the Contractor         JAN 97    Certain experimental, (Long Form) developmental, or
                                                                                research
41.   52.227-13   Patent Rights - Acquisition by the Government       JAN 97    Certain experimental, developmental, or research
42.   52.227-17   Rights in Data - Special Works                      JUN 87    If in Prime Contract
43.   52.228-5    Insurance - Work on a Government Installation       JAN 97    Over SAT*, w/exceptions
44.   52.230-2    Cost Accounting Standards                           APR 98    Negotiated contracts with enumerated exceptions
45.   52.230-3    Disclosure and Consistency of                       APR 98    Over $500,00.00, under Cost Accounting Practices
                                                                                $25 million, eligible for CAS coverage (unless UK)





                                                                    
46.   52.230-6    Administration of  Cost Accounting Standards        NOV 99    Negotiated contracts with enumerated exceptions
47.   52.244-6    Subcontracts for Commercial Items                   APR 03    All SK's where clause is in prime contract
48.   52.245-17   Special Tooling                                     JUN 03    Fixed-price, tooling provided by/rights acquired by
                                                                                Gov't
49.   52.245-18   Special Test Equipment                              FEB 93    Negotiated; Contractor to acquire/fabricate
                                                                                special test equipment yet unknown
50.   52.246-23   Limitation of Liability                             FEB 97    All non-high-value (normally under $100,000.00) end
                                                                                items via contracts over SAT *
51.   52.247-63   Preference for US-Flag Air Carriers                 JUN 03    All/w possible intl air transport
52.   52.247-64   Preference for Privately Owned                      APR 03    All that may involve ocean U.S.-Flag Commercial
                                                                                Vessels transport under Cargo Preference Act;
                                                                                transport otherwise required by such vessels
                                                                                w/ltd commercial item exception
53.   52.248-1    Value Engineering                                   FEB 00    If in prime contract and $100,000.00+; less if
                                                                                potential for significant savings.
54.   52.212-4    Contract Terms and Conditions - Commercial Items    OCT 2003
55.   52.244-6    Subcontracts for Commercial Items                   APR 2003



* "Over SAT" indicates that the referenced clause applies to all contract over
  the Simplified Acquisition Threshold. FAR 2.101; see FAR 3.503-2




                                    Exhibit E

                                      [***]




                                    Exhibit F
                                  Option Prices

Option Prices:

            Option A: Option for up to five (5) Additional AIS Payload
            configured identically as Demo Payload defined in Exhibit A. Each
            additional AIS payload ordered beyond the one (1) Demo Payload will
            be provided at a Firm Fixed-Price of $3,000,000 each.

            Option B:

            Option for six (6) ORBCOMM Spacecraft similar to existing Plane A
            configuration with integrated AIS Payloads configured identically as
            Demo Payload defined in Exhibit A, the following Firm Fixed-Prices
            apply:

            If exercised before 15 December 2004: $34,400,000
            If exercised before 30 January 2005:  $34,650,000
            If exercised after 30 January 2005:
            but before 28 February 2005:          $34,900,000

            Option C:

            Option for six (6) ORBCOMM Spacecraft with ORBCOMM Payload similar
            to existing Plane A configuration the following Firm Fixed-Prices
            apply:

               If exercised before 15 December 2004: $32,600,000
               If exercised before 30 January 2005:  $32,850,000
               If exercised after 30 January 2005:
               but before 28 February 2005:          $33,100,000

Special Option Provision:

ORBCOMM may decide to exercise Option B during the period of performance of the
Demo Payload and utilize the Demo Payload as one of the six (6) AIS Payloads to
be delivered as one of the six (6) integrated AIS / ORBCOMM Spacecraft in Option
B. Upon the Termination for Convenience for the Demo Payload, Orbital will
retain all payments received to date and an adjustment (either upward or
downward) to Option B Price will be negotiated prior to the commencement of the
Option B effort.

EX-10.5

                                                                    Exhibit 10.5

                                      *** TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(3),
                                          200.80(b)(4) AND 230.406

                               Amendment Number 1

    ORBCOMM CONCEPT DEMONSTRATION COMMUNICATION PAYLOAD PROCUREMENT AGREEMENT
          B10LG1192 dated 3 November 2004 (THE "PROCUREMENT AGREEMENT")

This Amendment to the Procurement Agreement (this "Amendment") is made and
entered into as of the 21st day of April, 2006 between ORBCOMM Inc, a Delaware
corporation ("ORBCOMM") with its principal place of business located at 21700
Atlantic Boulevard, Dulles, VA 20166 and Orbital Sciences Corporation, a
Delaware corporation ("Orbital") with its principal place of business located at
21839 Atlantic Boulevard, Dulles, Virginia 20166 and constitutes the exercise
Option A of the Procurement Agreement, as modified herein. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Procurement Agreement. References herein to the Procurement Agreement shall be
deemed to include all Exhibits thereto provided that each of Exhibits A
(Specifications), B (Statement of Work), C (Key Personnel) and E (Milestone
Payments and T&M Billing Rates) are, for purposes hereof, replaced in their
entirety by Exhibits A-1, B-1, C-1 and E-1 hereto and references herein and in
the Procurement Agreement to these Exhibits shall be deemed to refer to such
revised Exhibits. This Amendment becomes effective on the date both parties have
signed this Amendment and the amount of the first Milestone Payment as defined
in Exhibit E-1 is received from ORBCOMM (the "Effective Date" or "AED").

WITNESSETH

WHEREAS ORBCOMM wishes to procure from Orbital, and Orbital wishes to supply to
ORBCOMM, six (6) additional Automatic Identification System (AIS) Signal
payloads as set forth herein.

WHEREAS, ORBCOMM and Orbital have agreed to amend certain particulars of the
Procurement Agreement as shall apply to this additional procurement.

NOW, THEREFORE, in consideration of the foregoing and for other valuable
considerations the receipt and adequacy of which each party hereby acknowledges,
the parties hereby agree as follows:

1. Additional Payloads. Orbital shall design, manufacture, test and deliver one
(1) payload (without antenna) engineering development unit (the "EDU Unit") and
six (6) additional Automatic Identification System (AIS) Signal payloads (the
"Additional Payloads") in accordance with the Statement of Work and
Specifications attached hereto, including (without limitation) the delivery
schedule set forth in Section 2.1.1 of the SOW (the "Delivery Schedule"). Except
where expressly stated otherwise herein, references herein to the Additional
Payloads shall be deemed to include the antenna subsystems associated therewith.



                                       -2-


2. Price. The firm fixed price for the six (6) Additional Payloads, each with an
additional SRX, shall total $17,000,000 (the "Price"), which ORBCOMM shall pay
Orbital, in accordance with Exhibit E-1 of this Amendment. Orbital acknowledges
and agrees that it shall provide all associated deliverables, including the EDU
Unit, documentation, and services, as specified in the Procurement Agreement,
this Amendment, and the SOW without additional charge, except if and to the
extent that a particular task is expressly stated as being subject to additional
payment for time and material expenses. Completion of the payment milestones
with respect to the Additional Payloads is set forth on Exhibit E-1 hereto (the
"AP Milestones"). Completion of AP Milestones shall be determined as described
in Section 5.3 of the Procurement Agreement.

3. Price Adjustments. Without prejudice to any other applicable rights and
remedies under the Procurement Agreement, the following price adjustments shall
apply to the Additional Payloads:

     (i) Late Delivery. If one or more of the Additional Payloads is not
delivered in accordance with the requirements of this Amendment within fourteen
(14) months of the Effective Date plus sixty (60) days grace period (no penalty
shall be incurred in the grace period) for the Additional Payloads (less the
antenna subsystem) and fourteen (14) months plus ninety (90) days grace period
for the antenna subsystem associated therewith, starting on the first day after
such applicable grace period has been exhausted, Orbital shall pay ORBCOMM
liquidated delay damages of [***]% ($[***]) per day for each Additional Payload
that has not been so delivered for each day of delay, up to a total amount not
to exceed [***] percent ([***]%) of the Price ($[***]) and not to exceed $[***]
per day and inclusive of the penalties described in clause 3.(iv) below.

     (ii) On Time or Early Delivery. If the EDU Unit and all of the Additional
Payloads are delivered in accordance with the requirements of this Amendment by
the date specified in the Delivery Schedule, ORBCOMM shall pay Orbital a single
on-time delivery incentive of 1.2% of the Price ($204,000). In addition, if all
of the Additional Payloads are so delivered on time, for each day that the
Additional Payloads are so delivered early, ORBCOMM shall pay Orbital 0.01% of
Price ($1700) per day of early delivery, up to a total amount not to exceed
$100,000 for such early delivery (for all Additional Payloads combined).

     (iii) Calculation of On-time, Late and Early Delivery. Timely delivery of
an Additional Payload shall require the timely delivery of both the payload unit
(without the antenna) and the associated antenna (A) within fourteen (14) months
of the Effective Date plus sixty (60) days grace period for the Additional
Payloads (less the antenna subsystem) and fourteen (14) months plus ninety (90)
days grace period for the antenna subsystem associated therewith, for purposes
of clause 3(i) above and (B) in accordance with the Delivery Schedule for
purposes of clause 3(ii) above. For purposes of calculating late delivery
penalties, however, late deliveries of separate items associated with the same
Additional Payload shall be determined by the greatest lateness of any single
item, but shall not be additive. For example, if the first flight



                                       -3-


Additional Payload (less the antenna subsystem) is delivered seventy-five (75)
days late, and the first flight antenna subsystem is delivered one hundred (100)
days late, the late charge shall be calculated on the basis that the first
Additional Payload was delivered seventy-five (75) days late, or fifteen (15)
days worth of late charges.

          Conversely, for purposes of calculating early delivery incentives, the
least early item associated with a particular Additional Payload shall be
controlling. Accordingly, if the EDU is delivered twenty (20) days early; the
first flight payload (less antenna) is delivered ten (10) days early, and the
first flight antenna is delivered five (5) days early (and assuming all the
Additional Payloads were delivered on time), the early delivery incentive shall
be calculated on the basis of the first Additional Payload having been delivered
five (5) days early.

          If and to the extent that a delay in delivery is excused by force
majeure then Orbital shall not be responsible for late charges under clause 3(i)
above for the period of such force majeure delay. The time required for delivery
in order for Orbital to achieve on-time or early delivery incentives under
clause 3(ii) above shall, however, not be extended by force majeure delays.

     (iv) Power and Weight. If ORBCOMM agrees to accept Additional Payloads that
exceed the maximum operating power and/or weight limits set forth in the
Specifications, then Orbital shall pay ORBCOMM as compensation therefor, $10,000
per Kg in excess of 20.31 Kg (inclusive of 1kg grace) for the total Additional
Payload mass as set forth in Section 4.5.4 of the Specifications and $10,000 per
5 watts in excess of 120 watts (inclusive of 5 watts grace) of total Additional
Payload power as set forth in Section 4.5.5 of the Specifications, in each case
per Additional Payload, and in each case pro rated for partial amounts in excess
of such maximum weight and/or power. The maximum payment that shall be paid for
exceeding the power and/or weight limits shall not exceed $100,000.

     (v) Additional Environmental Testing of the Integrated Flight Payloads. If
ORBCOMM directs (in writing) Orbital to perform the additional environmental
testing for flight payloads as set forth in Section 6.3.2.2 of the SOW, ORBCOMM
shall pay Orbital an additional amount of $94,000 for the first Additional
Payload so tested at ORBCOMM's direction and an amount of $26,000 for each
subsequent Additional Payload thereafter. In addition, Orbital shall be allowed
up to fourteen (14 days of schedule relief as necessary to accomplish such
testing. ORBCOMM's direction for this additional testing must be received within
six (6) months after the Effective Date.

     (vi) Time and Material Charges. All time and material charges, if
applicable, shall be calculated in accordance with Exhibit E-1 hereto. Where
insofar in this regard it becomes necessary to calculate "costs," costs shall be
limited to reasonable, out of pocket, and documented costs actually incurred,
and only insofar as the costs exceed the cost that would have had to been
incurred by Orbital in any event without additional charge.



                                       -4-


     (vii) Holdback Charge. As shown in Exhibit E-1, four percent (4%) of the
Price ($680,000) (the "Holdback Amount") shall be held back by ORBCOMM until
one-year (12 months) after the successful completion of payload IOT for the
Additional Payloads. Said Holdback Amount shall be paid by ORBCOMM to Orbital if
all of the Additional Payloads are successfully operating in accordance with
their Specifications on said first anniversary date. In order to holdback such
amounts, ORBCOMM shall, not later than thirty (30) days prior to launch, deliver
to ORBITAL a performance bond or letter of credit to receive such payment,
failing which ORBCOMM shall make the Holdback Payment to Orbital or a mutually
agreeable third party escrow agent at that time, but subject to refund by
Orbital (or release to ORBCOMM by such escrow agent), on a pro rata basis, if
one or more of the Additional Payloads are not so successfully operating on said
first anniversary date.

4. Additional Options. ORBCOMM shall have the option to require Orbital to
manufacture, test and deliver to ORBCOMM up to two (2) Additional Payloads (in
addition to those delivered pursuant to clause 1 above) in accordance with the
SOW and the Specifications (the "Optional Payloads"). The firm fixed price for
each Optional Payload, each with an additional SRX, shall be $2,200,000.
Delivery of each Optional Payload(less the antenna subsystem) will be fourteen
(14) months (plus sixty (60) days grace period) and fourteen (14) months (plus
ninety (90) days grace period) for the antenna subsystem associated therewith,
after ORBCOMM's written direction is received exercising this option and the
first milestone payment for each Optional Payload in the amount of $200,000 is
received. The payment schedule for the Optional Payloads shall correspond as
closely as possible (in terms of time and percentage of total price) to the AP
Milestones set forth on Exhibit E-1. This option must be exercised, if at all
and at ORBCOMM's sole discretion, no later than three (3) months after the
Effective Date with respect to each Additional Option. This option may be
exercised by ORBCOMM in whole or in part. Except as specified above, all
references herein to Additional Payloads shall be deemed to include the Optional
Payloads to the extent this option is exercised by ORBCOMM.

5. Taxes, Delivery, Title. Orbital shall be responsible for all United States
(including political subdivisions) tax payments, liabilities, or claims required
by present or future laws and regulations. ORBCOMM shall be responsible for all
non-U.S. (including political subdivisions) taxes, liabilities, or claims, and
any customs duties, if any, levied upon or measured by the sale, the sales
price, or the use of the equipment deliverable under this Amendment required by
present or future laws and regulations. Transfer of title to each deliverable
item will pass to ORBCOMM prior to each deliverable item entering non-U.S.
territory and after each deliverable item leaves the United States. Orbital
shall agree to make reasonable changes in the Procurement Agreement and this
Amendment, such as modifying the place of delivery and/or delaying the passage
of title, as ORBCOMM may request in writing, in order to improve the tax
efficiencies with respect to the Additional Payloads, provided that any such
change shall be economically neutral to Orbital. ORBCOMM shall indemnify and
hold harmless Orbital from and against any damages as a result of Orbital
holding title to any Additional Payloads following delivery thereof to the
shipper at Orbital's facility.



                                       -5-


6. Payment Terms and Invoicing. Section 5.1 - Invoicing of the Procurement
Agreement is hereby amended to add the following after the second sentence: "
Payments shall be due net 10 days for those payments defined in Exhibit E-1".

7. Insurance. Orbital shall, at ORBCOMM's request, provide reasonable assistance
to ORBCOMM, in seeking to obtain launch and/or in-orbit insurance and/or in
pursuing any claim thereunder, including participating in a reasonable number of
technical presentations to insurers and providing such documentation as may be
reasonably requested.

8. Corrections. The fourth sentence of Section 6.2 of the Procurement Agreement
is hereby amended to be consistent with the last sentence of Section 6.3(a),
..i.e., the decision as to how corrections shall be mutually agreed by ORBCOMM
and Orbital. In addition, if integration testing reveals defects in the
Additional Payloads resulting from a defect in workmanship or materials or
noncompliance with the SOW or Specifications, Orbital shall be responsible, at
its own expense, for the timely repair and correction of the Additional
Payloads, if practical at the facility of the integrator (with the time spent by
its personnel not charged against then allocated time to ORBCOMM) and if not, at
Orbital's facilities, with all transportation, insurance, and risk of loss in
transit to and from the integrator's facilities and those of Orbital borne by
Orbital. If such remedies are required, the elapsed time needed to remedy such
defects or noncompliance shall be added to the actual delivery date to establish
the delivery of such items for the purpose of calculating a revised delivery
date for the purpose of assessing incentives and penalties. For example, if an
Additional Payload is delivered in AED plus 330 days, such a defect or
noncompliance is revealed in AED plus 360 days and remedied by AED plus 380
days, delivery shall have been deemed to occur on AED plus 350 days (i.e. 20
additional days) for the purpose of assessing incentives and penalties under
clauses 3(i) and 3(ii) above.

9. Security Interest; Property Accounting; Source Code Escrow. As collateral for
the timely performance by Orbital of its work hereunder, Orbital hereby grants
to ORBCOMM a first priority security interest in the work and work in progress
and any proceeds therefrom with respect to the Additional Payloads. ORBCOMM
agrees to execute any release of such security interest when Orbital has
transferred to it title to the Additional Payloads and all deliverables
associated therewith. Orbital shall execute such documentation thereof as
ORBCOMM may reasonably request. Supplies, prints, materials, components,
subsystems, and systems as associated with such work shall be properly
inventoried and identified as associated with such work in accordance with
Orbital's normal inventory control practice, documentation of which shall be
subject to inspection by ORBCOMM, and shall not be redeployed to other programs
without ORBCOMM's consent.

     Orbital shall, in addition, contemporaneously with its entry into this
Amendment, execute (as the "Depositor") and thereafter perform the obligations
of a Depositor under the "Preferred Escrow Agreement" with Iron Mountain and
ORBCOMM (as the "Preferred Beneficiary"), attached hereto as Exhibit G. ORBCOMM
agrees that it shall pay Iron Mountain's fees under the Preferred Escrow
Agreement. Subject to



                                       -6-


ORBCOMM's obligation to pay Iron Mountain's fees, Orbital agrees that ORBCOMM
shall have the right to adjust the level of work to be performed by Iron
Mountain and/or terminate the Preferred Escrow Agreement in accordance with its
terms and Orbital shall execute and deliver such instructions to Iron Mountain
as ORBCOMM may reasonably request to reflect ORBCOMM's decisions in this regard.

10. Legal Compliance. Each Party shall comply with all applicable laws and
regulations with respect to the performance of this Amendment.

11. Specific Performance. Nothing in the Procurement Agreement or this Amendment
shall be deemed to bar either party from seeking specific performance of the
other party's obligations hereunder.

12. Force Majeure. The force majeure provision of the Procurement Agreement is
hereby replaced with the following:

"Section 12.2 Force Majeure. Neither party shall be responsible for failure or
delay in performance or delivery if such failure or delay is the result of an
act of God, terrorism, riot, or other hostilities, act of the public enemy,
embargo, governmental act, orders or regulations, fire, war, riot, strikes,
hurricane or other catastrophic weather condition, delay of spacecraft bus for
integration, delay of launch or other cause of a similar nature that is beyond
the control of such party claiming force majeure. In the event of such
occurrence, this Agreement shall be amended by mutual agreement to reflect an
extension in the period of performance and/or time of delivery necessitated by
such circumstances. Failure to agree on an equitable extension shall be
considered a dispute and resolved in accordance with Section 12.3 hereof. Any
failure or delay that could have been avoided or greater minimized by the
exercise of commercially reasonable diligence and care (including work around
solutions to minimize the effect of a force majeure event)."

13. Key Personnel. Exhibit C to the Procurement Agreement is hereby updated as
it relates to the work to be performed for the Additional Payloads by Exhibit
C-1 hereto.

14. Public Announcement. Except as may be required by applicable laws, neither
party will make a public announcement regarding this Amendment without the
approval of the other party, which approval will not be unreasonably withheld.

15. Statement of Work. A revised Statement of Work ("SOW") with respect to the
Additional Payloads and all associated deliverables, documentation and services
is attached hereto as Exhibit B-1.

16. Specifications. Revised Specifications ("Specifications") with respect to
the Additional Payloads and all associates deliverables, documentation and
services are attached hereto as Exhibit A-1.

17. Rights and Obligations under Procurement Agreement. Except insofar as the
terms and conditions of the Procurement Agreement, including all associated
exhibits,



                                       -7-


may be expressly in conflict with the terms and conditions of this Amendment,
the terms and conditions of such Procurement Agreement (also sometimes
internally referenced therein) shall remain in full force and effect and apply,
in context, to the parties' rights and obligations vis-a-vis the Additional
Payloads. In the event of any inconsistency or contradiction between the terms
of this Amendment and the Procurement Agreement, the provisions of this
Amendment shall prevail and control. On and after the date hereof each reference
in the Procurement Agreement to (a) "this Agreement", "this order", "herein", or
words of like import shall mean and be a reference to the Procurement Agreement
as amended hereby; (b) "Milestone(s)" shall mean "AP Milestone(s)" for purposes
of the AP Milestones; and (c) "Payload" (including without limitation in both
clauses (a) and (b) of Section 2.4 of the Procurement Agreement) shall be deemed
to refer to each Additional Payload.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the day and year first above written.

ORBITAL SCIENCES CORPORATION


By: /s/ R.A. Wolak
    ---------------------------------
Name: R. A. Wolak
Title: Director, Contracts


ORBCOMM Inc.


By: /s/ Jerry Eisenberg
    ---------------------------------
Name: Jerry Eisenberg
Title: Chief Executive Officer



                                     ORBCOMM
                       QUICK LAUNCH PAYLOAD SPECIFICATION

                                   ORBCOMM LLC

                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.



                                                     Signature           Date:
                                                     ---------           -----
                                                             


Prepared   Gene. Fujii

By:        Manager Spacecraft Development
                                                -------------------   ----------


Approved   Tony Robinson

By:        VP, Space Segment
                                                -------------------   ----------


Approved   John Stolte

By:        EVP, Technology & Operations
                                                -------------------   ----------


Approved   Tim Maclay

By:        VP, System Engineering
                                                -------------------   ----------


Approved   Dean Brickerd

By:        VP, Sales and Product Engineering
                                                -------------------   ----------


Approved   Mike Lord

By:        VP, Gateway Engineering
                                                -------------------   ----------


Approved   Chuck Rose

By:        Senior Manager, Network Operations
                                                -------------------   ----------


                           Issue Date: April 21, 2006




Quick Launch Payload Specification

                            EXPORT CONTROL STATEMENT

The contents of this document, in whole or in part, shall not be exported from
the United States, which export shall include, but not be limited to,
transmittal to any non-U.S. citizen wherever said person is located, except in
accordance with all United States laws and regulations relating to exports and
to all administrative acts of the U.S. Government pursuant to such laws and
regulations. Diversion, re-export or transshipment of the contents of this
document, in whole or in part, contrary to U.S. law is also strictly prohibited.

                                      [***]

                               [52 pages omitted]


                                     ORBCOMM
                              QUICK LAUNCH PAYLOAD

                                    STATEMENT
                                       OF
                                      WORK

                                   ORBCOMM LLC
                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.



                                                  Signature            Date:
                                                  ---------            -----
                                                          


Prepared   G. FUJII

By:        MANAGER SPACECRAFT DEVELOPMENT
                                            --------------------   -------------


Approved   T. ROBINSON

By:        VP SPACE SEGMENT
                                            --------------------   -------------


Approved   J. STOLTE

By:        EVP TECHNOLOGY AND OPERATIONS
                                            --------------------   -------------


                           Issue Date: April 21, 2006



                                                              (ORBCOMM (R) LOGO)
                                                         GLOBAL DATA & MASSAGING

                          ORBCOMM QUICK LAUNCH PAYLOAD

                                    STATEMENT
                                       OF
                                      WORK

                                   ORBCOMM LLC

                            21700 Atlantic Boulevard
                         Dulles, Virginia 20166, U.S.A.

                           Issue Date: April 21, 2006



ORBCOMM Quick Launch Payload
Statement of Work

                            EXPORT CONTROL STATEMENT

The contents of this document, in whole or in part, shall not be exported from
the United States, which export shall include, but not be limited to,
transmittal to any non-U.S. citizen wherever said person is located, except in
accordance with all United States laws and regulations relating to exports and
to all administrative acts of the U.S. Government pursuant to such laws and
regulations. Diversion, re-export or transshipment of the contents of this
document, in whole or in part, contrary to U.S. law is also strictly prohibited.

                                      [***]

                               [46 pages omitted]

                                    Exhibit C
                                  Key Personnel

The following individuals will be assigned to the Quick Launch Program in
accordance with the provisions of Section 12.0

Program Manager   Robert Lockwood

Technical Manager Thierry Guichon





                                   Exhibit E-1

                                      [***]

                               [2 pages omitted]

EX-10.6

                                                                    EXHIBIT 10.6

                                  ORBCOMM INC.
            SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

          This Second Amended and Restated Registration Rights Agreement (this
"Agreement") is dated as of December 30, 2005, amends the ORBCOMM Inc. Amended
and Restated Registration Rights Agreement dated as of November 18, 2005 which
amended the ORBCOMM Inc. Registration Rights Agreement, dated as of February 17,
2004, as amended (together with the original Amended and Restated Registration
Rights Agreement, the "Existing Agreement"), by and among ORBCOMM Inc., a
Delaware corporation (the "Company"), and the parties signatories thereto.

                                    RECITALS

          WHEREAS, the Company has authorized the issuance of Series B Preferred
Stock and the necessary parties to the Existing Agreement desire to amend the
Existing Agreement and have agreed to amend the Existing Agreement;

          Accordingly, the parties agree as follows:

          SECTION 1. Definitions; Rules of Interpretation. (a) When used in this
Agreement:

          "Affiliate" means, when used with respect to a specified Person, a
limited or general partner of such Person or another Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with the Person specified, where "control" means
possession, directly or indirectly, of power to direct or cause the direction of
management or policies of the specified Person (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise).

          "Common Stock" means the common stock of the Company, $0.001 par value
per share, and any security into which such Common Stock is converted.

          "Common Stock Equivalents" means all Common Stock outstanding,
together with all shares of Common Stock issuable upon conversion of the
Preferred Stock or exercise of any stock option, warrant, convertible note or
other security or right of any kind convertible into or exchangeable for Common
Stock.

          "Common Stock Holders" means the holders of the Common Stock listed on
Schedule I hereto with respect to shares of Common Stock held by such Holders as
of the date hereof, and shall also include the beneficiaries of the Liquidating
Trust of ORBCOMM Global L.P. (the "Trust"), formerly a Delaware limited
partnership, and the members of ORBCOMM Holdings LLC, a Delaware limited
liability company, upon distribution of the Common Stock by the Trust to its
beneficiaries or by ORBCOMM Holdings LLC to its members.

          "Demanding Holders" means the holders of Registrable Securities
representing (a) at least two thirds (2/3rds) of the Registrable Securities
outstanding as of the date of a demand in the case of the Company's initial
public offering or (b)(i) at least 35% of the Registrable


                                        1



Securities outstanding as of the date of a demand or (ii) the Majority of Series
B Preferred Stock in all other cases; provided that Holders with Section 144
Rights shall not be counted in determining the foregoing percentages (but shall
have the right to have their Registrable Securities included in any Demand
Registration).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

          "Form S-3" means such form under the Securities Act as in effect on
the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC.

          "Governmental Authority" means any government, court, administrative
agency or commission or other governmental agency, authority or instrumentality,
domestic or foreign, of competent jurisdiction.

          "Holder" or "Holders" shall mean holders of the Company's securities
party to this Agreement.

          "Holder with Section 144 Rights" means any Holder whose entire
holdings of Registrable Securities are then eligible for resale without
registration and without being limited by any volume or time limitations under
Rule 144 under the Securities Act within any 90 day period, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

          "Majority Of Series B Preferred Stock" shall have the meaning ascribed
to it in the Company's Third Amended and Restated Certificate of Incorporation,
dated December 30, 2005.

          "New Securities" means any authorized but unissued shares, and any
treasury shares, of capital stock of the Company and all rights, options or
warrants to purchase capital stock, and securities of any type whatsoever that
are, or may become, convertible into capital stock; provided, however, that the
term "New Securities" does not include: (i) equity securities or convertible
debt securities issued pursuant to the acquisition of another corporation or
entity by the Company by merger, purchase of all or substantially all of the
assets or other reorganization or any joint ventures or strategic partnerships
approved by the Board of Directors of the Company, (ii) equity securities or
convertible debt securities issued to vendors or financial institutions as
consideration for or in connection with any contracts or credit facilities
entered into by the Company and approved by the Board of Directors of the
Company, (iii) equity securities or convertible debt securities issued pursuant
to a public offering of the Company's Common Stock registered under the
Securities Act, (iv) equity securities issued in connection with any stock
split, stock dividend or reclassification of Common Stock, Series A Stock or
Series B Stock distributable on a pro rata basis to all holders of such class of
capital stock, (v) equity securities issued or sold pursuant to any employee
stock option plan, directors arrangement or employment or consulting agreement
approved by the Board of Directors of the Company, (vi) the issuance of Series B
Stock (whether at an initial closing or any additional closing) pursuant to the
Purchase Agreement, (vii) the issuance of the Company's Common Stock upon
conversion of the Series A Stock or Series B Stock, (viii) the issuance of
Series A


                                        2



Stock pursuant to the Satcom Contribution Agreement or the Sistron Contribution
Agreement, and the issuance of the Company's Common Stock upon conversion
thereof, or (ix) any other issuance, together with any related issuances,
involving not more than one percent (1%) of the Stock then outstanding to any
Person not then an Affiliate of the Company if approved by the Board of
Directors of the Company.

          "PCG Entities" means collectively PCG Satellite Investments, LLC,
CALPERS PCG Corporate Partners, LLC and any Affiliate(s) of any of the
foregoing.

          "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, joint venture, Governmental Authority or other entity,
and shall include any successor (by merger or otherwise) of such entity.

          "Public Sale" means any sale of Registrable Securities to the public
pursuant to a public offering registered under the Securities Act or to the
public through a broker or market-maker pursuant to the provisions of Rule 144
(or any successor rule) adopted under the Securities Act.

          "Purchase Agreement" means the Convertible Note and Stock Purchase
Agreement dated as of December 30, 2005 between, among others, the Company and
PCG Satellite Investments, LLC and MH Investors Satellite LLC.

          "register," "registered" and "registration" refers to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.

          "Registrable Securities" means (i) any Common Stock, (ii) any Common
Stock issued upon the conversion of the Series A Stock or Series B Stock, (iii)
any Common Stock issued upon conversion of the Warrants and (iv) any Common
Stock issued in connection with any stock dividend with respect to the Series A
Stock or Series B Stock, in each case, held at any time by the Holders; provided
that Registrable Securities shall not include Common Stock or other securities
that have been sold in a Public Sale or held by a Holder whose entire holdings
of Registrable Securities are then eligible for resale without registration and
without regard to volume or time limitations under Rule 144 under the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC. For purposes of this Agreement, the
number of Registrable Securities outstanding from time to time shall be
determined on an as-converted to Common Stock basis.

          "SEC" means the Securities and Exchange Commission.

          "Series A Stock" means the Series A Convertible Redeemable Preferred
Stock of the Company.

          "Series A Holders" means the holders of the Series A Stock listed on
Schedule I hereto with respect to the Series A Stock or Common Stock issued upon
conversion of the Series A Stock held by such Holder.


                                        3



          "Series B Holders" means the holders of the Series B Stock listed on
Schedule I hereto with respect to the Series B Stock or Common Stock issued upon
conversion of the Series B Stock held by such Holder.

          "Series B Stock" means the Series B Convertible Redeemable Preferred
Stock of the Company.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

          "Stock" means, collectively, the Common Stock, the Series A Stock and
the Series B Stock.

          "Warrants" means the warrants to purchase Common Stock of the Company
owned by a Holder as of the date hereof.

          (b) Headings and Rules of Interpretation. Descriptive headings are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement. Except as otherwise expressly provided in this
Agreement, the following rules of interpretation apply to this Agreement: (i)
the singular includes the plural and the plural includes the singular; (ii) "or"
and "any" are not exclusive and "include" and "including" are not limiting;
(iii) a reference to any agreement or other contract includes permitted
supplements and amendments; (iv) a reference to a law includes any amendment or
modification to such law and any rules or regulations issued thereunder; (v) a
reference to a Person includes its permitted successors and assigns; and (vi) a
reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule
is to the Article, Section, Annex, Exhibit or Schedule of this Agreement.

          SECTION 2. Demand Registrations. (a) Exercise of Rights. At any time
after the first to occur of eighteen months from the date of this Agreement or
six months after an initial public offering of the Company's Common Stock, upon
the written demand of the Demanding Holders, or after the fifth anniversary of
this Agreement, upon the written demand of the Majority of Series B Preferred
Stock, the Company shall use its best efforts to effect, as expeditiously as
possible, the registration (a "Demand Registration") under the Securities Act of
(i) all Registrable Securities held by such Demanding Holders which are
requested to be registered in the initial written demand and (ii) any additional
Registrable Securities requested to be registered by any Holders who elect to
include Registrable Securities in such Demand Registration in a written notice
or notices given within five business days of the date the Demand Registration
Notice (as defined below) is given by the Company (together with the Registrable
Securities described in clause (i), the "Included Securities"). Promptly (but in
no event later than five business days) after the receipt by the Company of any
written demand pursuant to clause (i) of the immediately preceding sentence, the
Company will give written notice of such demand to all the Holders (the "Demand
Registration Notice"). The Company shall (x) cause to be filed as soon as
practicable and in no event later than one hundred twenty (120) days after
delivery to the Company of the Demand Registration Notice, a registration
statement covering such Registrable Securities, which the Company has been so
requested to register by the Demanding Holders, (y) effect the registration
under the Securities Act of the Included Securities as expeditiously as


                                       4



possible and use its best efforts to have such registration become and remain
effective as provided in Section 4 hereof, and (z) refrain from filing any other
registration statement, other than pursuant to a registration statement on Form
S-4 or S-8 (or similar or successor forms) with respect to any other securities
of the Company until such date which is sixty (60) days following effectiveness
of the registration statement filed in response to the Demand Registration
Notice. Notwithstanding the foregoing, the Company shall have the right to delay
any Demand Registration for a single period of not more than 90 days after the
date of any request to register the Registrable Securities pursuant to the
Demand Registration, if, at the time of such request, the Company is preparing,
or within thirty days thereafter engages an underwriter, and commences in good
faith to prepare, a Registration Statement for a public offering (other than a
registration relating solely to employee benefit plans) which is in fact filed
and becomes effective within 90 days after the date the Demanding Holders
provided the written registration request, or is engaged in any material
acquisition or divestiture or other business transaction with a third party
which the Board of Directors of the Company reasonably determines in good faith
would be adversely affected by the Demand Registration to the material detriment
of the Company. The Company shall not exercise the delay right provided in the
immediately preceding sentence more than twice in any 12-month period. The
Company shall select the underwriters for a Demand Registration that is to be an
underwritten offering, and the managing underwriter shall be one or more
reputable nationally recognized investment banks reasonably acceptable to the
Demanding Holders. Each Holder of Included Securities shall be permitted to
withdraw all or any part of the Included Securities of such holder from any
Demand Registration at any time prior to the effective date of such Demand
Registration; provided, that such Demand Registration shall count as a Demand
Registration unless the Holders of the Included Securities pay all expenses
referred to in Section 9(a) in connection with the withdrawn registration;
provided, further, that if at the time of such withdrawal, the Holders of the
Included Securities have learned of a material adverse change in the conditions,
business or prospects of the Company from that known to the Holders at the time
of their request and have withdrawn the request with reasonable promptness
following disclosure by the Company of such material adverse change, then the
Holders shall not be required to pay any of such expenses and shall retain their
rights pursuant to this Section 2(a).

          (b) Limitations. Notwithstanding Section 2(a), the Company shall be
required to effect no more than two Demand Registrations; provided, that the
Holders shall be entitled to additional Demand Registrations if such additional
Demand Registrations would be eligible for registration on Form S-3 after the
Company qualifies for Form S-3 (any Demand Registration eligible for
registration on Form S-3 shall not be counted toward the two Demand Registration
limit set forth in this sentence); and provided, further, that the Company shall
not be required to effect more than one such Demand Registrations on Form S-3 in
any twelve month period and that the Company shall not be required to effect any
such Demand Registration on Form S-3 if any such Demand Registration on Form S-3
shall result in an offering price to the public of less than $20 million.
Notwithstanding the foregoing, a Demand Registration shall not be counted toward
the two Demand Registration limit set forth in the first sentence of this
Section 2(b) if, as a result of an exercise of the underwriter's cut-back
provisions, less than 50% of the total number of Included Securities that the
Series A Holders and Series B Holders have collectively requested to be included
in a Demand Registration are so included. Notwithstanding the foregoing,
Sagamore Hill Hub Fund Ltd. and its affiliates (collectively, "Sagamore") and
the PCG Entities


                                       5



shall have an independent right to additional Demand Registrations that would be
eligible for registration on Form S-3 after the Company qualifies for Form S-3;
provided, that the Company shall not be required to effect more than one such
Demand Registration requested by Sagamore or the PCG Entities, as the case may
be, on Form S-3 in any twelve month period and that Sagamore or the PCG
Entities, as the case may be, will pay the expenses of such registration if such
registration shall result in an aggregate offering price to the public of less
than $1 million. Any registration requested by Sagamore or the PCG Entities
pursuant to the immediately preceding sentence shall not have the effect of
limiting the number of or timing of any Demand Registration requested pursuant
to the first sentence of this Section 2(b).

          (c) Additional Requirements. Any registration initiated pursuant to
Section 2(a) shall not count as a Demand Registration (i) unless and until a
registration statement with respect to all Registrable Securities to be sold in
connection therewith shall have become effective and remained effective for a
period of 180 days, or, if a shorter time until all of the Included Securities
not withdrawn by the Holders from the registration shall have been sold (unless
all Included Securities are withdrawn by the Holders thereof prior to the
effectiveness and the Company has performed its obligations under this Agreement
in all material respects, in which case such registration will count as a Demand
Registration unless the Holders of the Included Securities pay all expenses
referred to in Section 9(a) in connection with the withdrawn registration,
subject to the last clause of Section 2(a)), (ii) if after it has become
effective such registration is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other Governmental Authority for
any reason not attributable to the holders of Included Securities, such that no
sales are possible thereunder for a period of ten consecutive days or more, or
(iii) if the conditions to closing specified in the underwriting agreement, if
any, entered into in connection with such registration are not satisfied or
waived, other than by reason of a failure on the part of the holders of Included
Securities.

          (d) Cutbacks. If the managing underwriters of any Demand Registration
advise the Company in writing that in their good faith judgment the number of
securities to be included in the Demand Registration exceeds the number that can
be sold in the offering in light of marketing factors or because the sale of a
greater number would adversely affect the price of the Registrable Securities to
be sold in such Demand Registration, then the total number of securities the
underwriters advise can be included in such Demand Registration shall be
allocated (i) first, to each Holder of Included Securities who is a Series B
Holder in proportion to such holder's ownership of the total number of Included
Securities held by Series B Holders (in their capacity as Series B Holders);
(ii) second, to each Holder of Included Securities who is a Series A Holder in
proportion to such holder's ownership of the total number of Included Securities
held by Series A Holders (in their capacity as Series A Holders); (iii) third to
each Holder of Included Securities who is a Common Stock Holder in proportion to
such holder's ownership of the total number of Included Securities held by
Common Stock Holders (in their capacity as Common Stock Holders); and (iv)
fourth, among any securities of the Company the Company proposes to issue and
sell for its own account or register for sale by any Person (other than a holder
of Included Securities) in such Demand Registration in accordance with any
contractual provisions binding on the Company and/or the holders of such
securities or, if no contractual provisions apply, as the Company may determine.


                                       6



          (e) Termination. This Section 2 shall terminate with respect to the
Stock or other securities that have been sold in a Public Sale

          SECTION 3. Piggyback Registrations. (a) Exercise of Rights. At any
time should the Company propose to register any of its securities under the
Securities Act for sale for its own account (other than in connection with a
Demand Registration, or the registration of securities issuable pursuant to an
employee stock option, stock purchase or similar plan), the Company shall give
the Holders notice of such proposed registration (a "Piggyback Registration") at
least 30 days prior to the filing of a registration statement in connection
therewith. At the written request of any Holder delivered to the Company within
15 days after the receipt of the notice from the Company, which request shall
state the number of Registrable Securities that such Holder wishes to sell or
distribute publicly in the Piggyback Registration, the Company shall effect the
registration under the Securities Act of the Registrable Securities requested to
be included in the Piggyback Registration (the "Piggyback Securities") as
expeditiously as possible and use its best efforts to have such registration
become and remain effective as provided in Section 4 hereof. Each Holder of
Piggyback Securities shall be permitted to withdraw all or any part of the
Piggyback Securities of such holder from any Piggyback Registration at any time
prior to the effective date of such Piggyback Registration; provided, in the
case of an underwritten offering, that such holder is permitted to do so by the
managing underwriters or pursuant to any agreement with such managing
underwriters.

          (b) Additional Requirements. No Holder shall be entitled to include
any securities in any underwritten Piggyback Registration unless such Holder
shall have agreed in writing to sell such securities on the same terms and
conditions as shall apply to the securities (other than Piggyback Securities) to
be included in such Piggyback Registration. If a Piggyback Registration is to
cover, in whole or in part, any underwritten distribution, then the Company
shall use its best efforts to cause all Piggyback Securities to be included in
the underwriting on the same terms and conditions as the securities (other than
Piggyback Securities) being sold through the underwriters.

          (c) Cutbacks. If the managing underwriters of any Piggyback
Registration advise the Company in writing that in their good faith judgment the
number of securities to be included in the Piggyback Registration exceeds the
number that can be sold in the offering in light of marketing factors or because
the sale of a greater number would adversely affect the price of the Registrable
Securities to be sold in such Piggyback Registration, then the total number of
securities the underwriters advise can be included in such Piggyback
Registration shall be allocated (i) first, to the securities of the Company the
Company proposes to issue and sell for its own account; (ii) second, to each
holder of Piggyback Securities who is a Series B Holder in proportion to such
Holder's ownership of the total number of Piggyback Securities held by Series B
Holders (in their capacity as Series B Holders) ; (iii) third to each holder of
Piggyback Securities who is a Series A Holder in proportion to such Holder's
ownership of the total number of Piggyback Securities held by Series A Holders
(in their capacity as Series A Holders); (iv) fourth to each holder of Piggyback
Securities who is a Common Stock Holder in proportion to such holder's ownership
of the total number of Piggyback Securities held by Common Stock Holders (in
their capacity as Common Stock Holders); and (v) fifth, among any securities of
the Company the Company proposes to register for sale by any Person (other than
a holder of


                                       7



Piggyback Securities) in such Piggyback Registration in accordance with any
contractual provisions binding on the Company and/or the holders of such
securities or, if no contractual provisions apply, as the Company may determine.
Notwithstanding the foregoing, unless such Piggyback Registration is the initial
public offering of the Company's Common Stock, the number of Piggyback
Securities permitted to be included in such Piggyback Registration shall be at
least 50% of the number of shares of Common Stock included in such registration.

          SECTION 4. Registration Covenants of the Company. If any Registrable
Securities of any Holder are to be registered pursuant to Section 2 or Section
3, the Company covenants and agrees that it shall use its best efforts to effect
the registration and cooperate in the sale of the Registrable Securities to be
registered and shall as expeditiously as possible:

          (a) (i) prepare and file with the SEC a registration statement with
respect to the Registrable Securities (including all amendments and supplements
thereto, a "Registration Statement") and (ii) use its best efforts to cause the
Registration Statement to become effective;

          (b) prior to the filing described above in paragraph (a), furnish to
each Holder participating in such offering copies of the Registration Statement
and any amendments or supplements thereto and any prospectus forming a part
thereof, which documents shall be subject to the review of counsel representing
the Holders;

          (c) notify each such Holder, promptly after receiving notice thereof,
of the time when the Registration Statement becomes effective or when any
amendment or supplement or any prospectus forming a part of the Registration
Statement has been filed;

          (d) notify each Holder participating in such offering promptly of any
request by the SEC for the amending or supplementing of the Registration
Statement or prospectus or for additional information;

          (e) (i) advise each Holder participating in such offering after the
Company shall receive notice or otherwise obtain knowledge of the issuance of
any order by the SEC suspending the effectiveness of the Registration Statement
or any amendment thereto or of the initiation or threatening of any proceeding
for that purpose and (ii) promptly use its reasonable best efforts to prevent
the issuance of any stop order or to obtain its withdrawal promptly if a stop
order should be issued;

          (f) (i) prepare and file with the SEC such amendments and supplements
to the Registration Statement and the prospectus forming a part thereof as may
be necessary to keep the Registration Statement effective for a period of time
necessary to permit each Holder participating in such offering to dispose of all
its Registrable Securities and (ii) comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities covered by the
Registration Statement during such period in accordance with the intended
methods of disposition by each such Holder set forth in the Registration
Statement;

          (g) furnish to each Holder participating in such offering such number
of copies of the Registration Statement, each amendment and supplement thereto,
the prospectus included in the Registration Statement (including such
preliminary prospectus) and such other documents


                                       8



such Holder may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Holder;

          (h) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
determined by the underwriters after consultation with the Company and the
Holders participating in the offering and do any and all other acts and things
which may be reasonably necessary or advisable to enable each Holder to
consummate the disposition in such jurisdictions of the Registrable Securities
(provided, that the Company shall not be required to (i) qualify generally to do
business in any jurisdiction in which it would not otherwise be required to
qualify but for this paragraph (h), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

          (i) notify each Holder of any Registrable Securities covered by such
Registration Statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, promptly upon the Company's
becoming aware that the prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and within 10 days of such notice, file a supplement to such
prospectus with the SEC (unless the Company is exercising the Black Out Right as
set forth below, in which case such filing shall take place within 50 days of
such notice);

          (j) If the Board of Directors of the Company in its reasonable
judgment believes it may possess material non-public information the disclosure
of which in its reasonable judgment would have a material adverse effect on the
Company and its subsidiaries taken as a whole, then no later than 50 days after
first receipt of a Holder's request (a "Black Out Right"), the Company shall
prepare and furnish to such Holders a reasonable number of copies of an amended
or supplemental prospectus as may be necessary so that, as thereafter delivered
to the sellers of such Registrable Securities, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing; provided, however, that the
Company, during any 12-month period, may not impose more than two Black Out
Rights and the period of such Black Out Rights shall not exceed 50 days in the
aggregate;

          (k) if the Registrable Securities are not then listed on a securities
exchange and if the NASD is reasonably likely to permit the reporting of the
Registrable Securities on the Nasdaq National Market (the "NNM"), use its best
efforts, consistent with the then current corporate structure of the Company, to
facilitate the reporting of transactions in the Registrable Securities on the
NNM;

          (l) provide a transfer agent and registrar, which may be a single
entity, for all the Registrable Securities and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of the
Registration Statement;


                                       9



          (m) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other action, if any, as the
Holders participating in such offering or the underwriters shall reasonably
request in order to expedite or facilitate the disposition of the Registrable
Securities pursuant to this Agreement;

          (n) (i) make available for inspection by the Holders participating in
such offering, any underwriter participating in any distribution pursuant to the
Registration Statement and any attorney, accountant or other agent retained by
such Holders or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and (ii) cause the
Company's officers, directors and employees to supply all relevant information
reasonably requested by such Holders or any such underwriter, attorney,
accountant or agent in connection with the Registration Statement;

          (o) furnish to each Holder participating in the offering a signed
counterpart, addressed to the Holders (or to the underwriters, in the case of
any underwritten offering), of (i) an opinion of counsel for the Company, dated
the effective date of the registration statement, and (ii) a "comfort" letter
signed by the independent public accountants who have certified the Company's
financial statements included in the Registration Statement, covering
substantially the same matters with respect to the Registration Statement (and
the prospectus included therein) and (in the case of the "comfort" letter), as
are customarily covered (at the time of such registration) in opinions of
issuer's counsel and in "comfort" letters, respectively, delivered to the
underwriters in underwritten public offerings of securities;

          (p) cause senior representatives of the Company to participate in any
"road show" or "road shows" reasonably requested by any underwriter of an
underwritten or "best efforts" offering of any Registrable Securities;

          (q) notify each Holder of any Registrable Securities covered by such
Registration Statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, promptly upon the Company's
becoming aware that the prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of any such Holder, prepare and furnish to such
Holder a reasonable number of copies of an amended or supplemental prospectus as
may be necessary so that, as thereafter delivered to the sellers of such
Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing; and

          (r) use its best efforts to comply with all applicable rules and
regulations of the SEC.

          SECTION 5. Cooperation by the Holders. (a) Lock-Up Agreements. Each
Holder, if and for the period of time the managing underwriters so request in
connection with any underwritten registration of Registrable Securities, will
not, to the extent requested by such underwriters during the time period
specified, effect any Public Sale or other distribution of any


                                       10



equity securities of the Company without the prior written consent of such
underwriters; provided, however, that (i) such market stand-off time period
shall not extend beyond 180 days following the date of the final prospectus and
30 days prior to the date of the final prospectus, (ii) any such market
stand-off or lock-up agreements contains reasonable and customary exceptions,
(iii) each officer and director of the Company and each holder of at least 1% of
the outstanding Common Stock (on a fully-diluted basis) shall enter into similar
lock-up agreements or otherwise be bound by similar provisions, (iv) such
restrictions shall not apply to equity securities purchased in the initial
public offering of the Company's Common Stock or in the open market following
such offering, and (v) any Holder may transfer any such shares to any of its
Affiliates, provided such Affiliates agree to comparable restrictions on
transfer of such shares. As a condition to the obligation of the Holders under
this Section 5(a), the Company agrees to use reasonable best efforts to cause
the "stand off" obligation of the Holders under this Section 5(a), and any
agreement entered into by the Holders as a result of their obligations under
this Section 5(a), to allow for periodic early releases of portions of the
securities subject to such Holders' "stand off" obligations, which may be
conditioned upon the trading price of the Common Stock and shall in any event be
subject to approval of the managing underwriters; provided however, that such
Holders individually own less than 0.50% of the Common Stock Equivalents (and
not to exceed 5.0% of the Common Stock Equivalents in the aggregate) and that
such Holders are not executive officers of the Company (unless, in each case,
the Majority of the Series B Preferred Stock agree otherwise).

          (b) Cooperation. Each prospective seller of Registrable Securities
will furnish to the Company in writing such information as the Company may
reasonably require and which is customary in such transactions from such seller,
and otherwise reasonably cooperate with the Company in connection with any
registration statement with respect to such Registrable Securities. The failure
of any prospective seller of Registrable Securities to furnish any information
or documents in accordance with any provision contained in this Agreement shall
not affect the obligations of the Company under this Agreement to any remaining
sellers who furnish such information and documents unless in the reasonable
opinion of counsel to the Company or the underwriters such failure impairs or
may impair the viability of the offering or the legality of the registration
statement or the underlying offering.

          (c) Suspension by Company. Holders of Registrable Securities included
in any registration statement will not (until further notice) effect sales of
Registrable Securities included in any registration statement after receipt of
written notice from the Company to suspend sales to permit the Company to
correct or update such registration statement or prospectus (which obligation to
correct or update the Company will satisfy promptly); but the obligations of the
Company with respect to maintaining any registration statement current and
effective shall be extended by a period of days equal to the period such
suspension is in effect.

          SECTION 6. Additional Covenants of the Company. (a) Rule 144
Information. After the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, but only for so long as the Company is
so subject, the Company shall take all actions necessary to enable the Holders
to sell the Registrable Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation


                                       11



hereafter adopted by the SEC, including filing on a timely basis all reports
required to be filed by the Exchange Act. Upon the request of any Holder, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements.

          (b) Restrictions on Public Sale by the Company. The Company agrees,
unless it obtains the consent of the managing underwriter(s) of any offering of
Registrable Securities pursuant to this Agreement, not to effect any Public Sale
or distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such equity securities, during the period
commencing on the 30th day prior to, and ending on the 180th day following, the
effective date of any underwritten Demand Registration or Piggyback
Registration, except in connection with any such underwritten registration, or
pursuant to any registration statements on Form S-8 or the then equivalent form.

          (c) Limitations on Subsequent Registration Rights. The Company shall
not, without the prior written consent of the Majority Of Series B Preferred
Stock, enter into any agreement (other than this Agreement) with any holder or
prospective holder of any securities of the Company which grants such holder or
prospective holder rights to include securities of the Company in any
registration statement, unless (i) such right to include securities in a
registration initiated by the Company or by Demanding Holders are not more
favorable than the rights granted to Common Stock Holders under Section 2 and 3
hereof, and (ii) no rights are granted to initiate a registration, other than a
registration pursuant to a registration statement on Form S-3 in which Holders
are entitled to include Registrable Securities on a pro rata basis with such
holders based on the number of shares of Common Stock (on an as-converted basis)
owned by such holders.

          SECTION 7. Preemptive Rights. (a) The Company hereby grants to each
Holder the right to purchase its Pro Rata Share of New Securities which the
Company may, from time to time, propose to sell and issue. A Holder's Pro Rata
Share, for purposes of this purchase right, shall mean the total number of New
Securities to be issued times a fraction the numerator of which is the number of
Common Stock Equivalents owned by such Holder immediately prior to the issuance
of New Securities and the denominator of which is the total number Common Stock
Equivalents outstanding immediately prior to the issuance of New Securities. The
rights preemptive rights granted to each Holder pursuant to this Section 7 shall
terminate upon the consummation of a public offering of the Company's Common
Stock registered under th Securities Act.

          (b) In the event the Company proposes to undertake an issuance of New
Securities, it shall give each Holder written notice of its intention (each a
"Notice of Sale"), describing the type of New Securities, the maximum number of
New Securities to be issued, and the price and the general terms upon which the
Company proposes to issue the same. Each Holder shall have twenty (20) days
after such Notice of Sale is mailed or delivered to agree to purchase such
Holder's pro rata share of such New Securities for the price and upon the terms
specified in the notice by giving written notice to the Company and stating
therein the quantity of New Securities to be purchased.


                                       12



          (c) The preemptive rights set forth in this Section 7 may be waived,
before or after a Notice of Sale is delivered, (i) (A) as to the Common Stock,
by vote or written consent of holders of a majority of the Common Stock having
preemptive rights under this Agreement, voting as a separate class, (B) as to
the Series B Stock, by vote or written consent of holders of at least two-thirds
of the Series B Preferred Stock having preemptive rights under this Agreement,
voting as a separate class; and (C) as to the Series A Stock, by vote or written
consent of the holders of a majority of the Series A Stock having preemptive
rights under this Agreement, voting as a separate class, or (ii) by affirmative
vote of the board of directors of the Company in which a majority of the
directors designated by each of the holders of Common Stock and Series A Stock,
and all of the directors designated by the Series B Stockholders, agree.

          (d) Notwithstanding the foregoing, the provisions of this Section 7
shall only be exercisable by Holders who are accredited investors (as such term
is defined under the Securities Act).

          (e) In the event the Holders fail to exercise fully the purchase right
within such twenty (20)-day period, the Company shall have one hundred twenty
(120) days thereafter to sell or enter into an agreement (pursuant to which the
sale of New Securities covered thereby shall be closed, if at all, within one
hundred twenty (120) days from the date of such agreement) to sell the New
Securities respecting which the Holders' purchase right set forth in this
Section 7 was not exercised, at a price and upon terms no more favorable to the
purchasers thereof than specified in the Notice of Sale. In the event the
Company has not sold within such 120-day period or entered into an agreement to
sell the New Securities in accordance with the foregoing within one hundred
twenty (120) days from the date of such agreement, the Company shall not
thereafter issue or sell any New Securities, without first again offering such
securities to the qualifying Holders in the manner provided in this Section 7.

          (f) The issuance of the New Securities to the Holders pursuant to this
Section 7 above shall be made at the registered office of the Company upon the
latter of (i) the closing of the sale any New Securities to new investors in the
Company pursuant to Section 7(e) hereof or (ii) a mutually satisfactory date not
later than thirty (30) days after the expiration of the applicable acceptance
period provided for in Section 7(b) hereof. Delivery of a certificate for the
New Securities shall be made against payment of the subscription price therefor.

          SECTION 8. Indemnification. (a) Indemnification by the Company. To the
fullest extent permitted by law, in the event of any registration of any
Registrable Securities pursuant to the provisions of this Agreement, the Company
shall indemnify, defend and hold harmless each selling Holder, each other Person
who participates as an underwriter in the offering or sale of such Registrable
Securities, each other Person, if any, who controls such Holder or any such
underwriter within meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and their respective directors, officers, agents, partners,
employees, stockholders, members and representatives (collectively,
"Indemnitees") from and against any losses, claims, damages or liabilities,
joint or several, to which such Indemnitee may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact


                                       13



contained in any registration statement under which the Registrable Securities
were registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances in which they were made not misleading,
and the Company shall reimburse each such Indemnitee for any legal or any other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, liability, action or proceeding; provided, that the
Company shall not be liable in any such case to any Indemnitee to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
written information about such Indemnitee furnished to the Company in a writing
duly provided by or on behalf of such Indemnitee specifically stating that it is
for use in the preparation thereof; and provided further, that the Company shall
not be liable to any Person who participates as an underwriter in the offering
or sale of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereon) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person asserting a claim based upon an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or, omission was corrected in such final prospectus. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of any Indemnitee and shall survive the transfer of the Registrable
Securities of each Indemnitee.

          (b) Indemnification by Holders. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to this Agreement, that the Company shall have received an
undertaking reasonably satisfactory to it from each Holder offering Registrable
Securities under such registration statement, severally and not jointly, to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 8(a)) the Company, each director of the Company, each officer
of the Company signing such registration statement and each other Person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act with respect to (i) any untrue statement or alleged untrue statement in or
(ii) omission or alleged omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained therein
or any amendment or supplement thereto, if such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information about such Holder as a stockholder of the
Company furnished to the Company in a writing duly executed by such Holder
specifically stating that it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling Person and shall survive the transfer by the
seller of the securities of the Company being registered. Notwithstanding the
foregoing, each Holder's liability under this Section 8(b)


                                       14



with respect to any particular registration shall be limited to an amount equal
to the net proceeds received by such Holder from the Registrable Securities sold
by such Holder in such registration.

          (c) Contribution. If the indemnification provided for in Section 8(a)
or Section 8(b) above is unavailable to an indemnified party in respect of any
losses, claims, damages or liabilities referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified parties on the other in connection with the
statements or omissions or violations which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by the
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

          The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities or actions in respect thereof referred
to in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentations (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligation of any Holder obliged to make contribution
pursuant to this Section 8(c) shall be several and not joint, and no such Holder
shall be obliged to make contribution in excess of an amount equal to the net
proceeds received by such Holder from the Registrable Securities sold by such
Holder in such registration.

          (d) Indemnification Procedures. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 8(a) or 8(b), such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
give notice to the latter of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Section 8(a) or 8(b),
except to the extent that the indemnifying party is actually and materially
prejudiced by such failure to give notice. In case any such action is brought
against any indemnified party, unless in the opinion of such indemnified party's
counsel a conflict of interest between such indemnified and indemnifying parties
or other indemnified party may exist or the indemnified party may have defenses
not available to the indemnifying party or any other indemnified party in
respect of such claim, the indemnifying party shall be entitled to participate
in and to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party, and after notice from the


                                       15



indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the indemnified
party in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable for any settlement of any
action or proceeding affected without its written consent. No indemnifying party
shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation or which
involves relief other than the payment of money damages.

          (e) Payments. The indemnification required by this Section 8 shall be
made by periodic payments of the amount thereof during the course of
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

          SECTION 9. Miscellaneous. (a) Expenses. Subject to the last sentence
of Section 2(a), the Company shall pay all expenses of the Holders in connection
with any Demand Registration or Piggyback Registration, including without
limitation all registration, filing and NASD fees, all fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating and
printing expenses, all messenger and delivery expenses, all fees and
disbursements of one counsel for the Holders and the Company and of its
independent public accountants (including the expenses of comfort letters
required by or incident to such performance and compliance) and any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding any underwriting discounts and commissions, if any,
relating to the Registrable Securities being sold by a Holder, which shall be
paid by such Holder.

          (b) Effective Date. This Agreement shall only come into effect upon
the Intial Closing (as defined in the Purchase Agreement).

          (c) Specific Performance. The parties acknowledge that the Holders'
damages at law would be an inadequate remedy for the breach or non-performance
of any provision of this Agreement by the Company, and agree in the event of
such breach that the aggrieved party may obtain temporary and permanent
injunctive relief restraining the Company from such breach or compelling
specific performance of such provision, and, to the extent permissible under
applicable statutes and rules of procedure, a temporary injunction may be
granted immediately upon the commencement of any such suit without proof of
actual harm. Nothing contained in this Agreement shall be construed as
prohibiting any party from pursuing other remedies available at law or equity
for such breach or non-performance.

          (d) Notices. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service
or sent by facsimile as follows:

               if to the Holders:

               To the address set forth on the relevant counterpart signature
page hereto


                                       16



               if to the Company:

               ORBCOMM Inc.
               2115 Linwood Avenue, Suite 100
               Fort Lee, NJ 07924
               Attention: Chief Executive Officer and General Counsel
               Facsimile: 703-433-6400

               with a copy to:

               Chadbourne & Parke LLP
               30 Rockefeller Plaza
               New York, NY  10112
               Attention: Alejandro R. San Miguel
               Facsimile: (212) 541-5369

or to such other address as any party hereto shall have communicated to the
other parties hereto by notice in accordance with this provision. All notices
and other communications given to any party in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt if
delivered by hand or overnight courier service or sent by facsimile in each case
delivered or sent (properly addressed) to such party as provided in this Section
9(c) or in accordance with the latest unrevised direction from such party given
in accordance with this Section 9(c).

          (e) Assignment. This Agreement and the rights, interests and
obligations hereunder shall not be assignable or transferable except in
connection with a transfer of a corresponding interest in the Stock or as
otherwise agreed to in writing between the parties.

          (f) No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein expressed or implied shall give or be construed to
give to any Person, other than the parties hereto and such successors and
assigns, any legal or equitable rights hereunder, except to the extent otherwise
provided in Article 7.

          (g) Waivers and Amendments. No failure or delay of the Holders or the
Company in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Holders and the Company hereunder
are cumulative and are not exclusive of any rights or remedies which the Holders
or the Company would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Company therefrom shall in any
event be effective unless the same shall be effected in accordance with this
Section 9(g), and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on
the Company in any case shall entitle the Company to any other or further notice
or demand in similar or other circumstances. Neither this Agreement nor any
provision hereof may be waived,


                                       17



amended or modified except pursuant to an agreement or agreements in writing
entered into by the Company and the holders of a majority of the Series A Stock
held by the Series A Holders, the Majority Of Series B Preferred Stock and the
holders of a majority of the Common Stock held by the Common Stock Holders;
provided that the demand rightS granted to Sagamore and PCG under Section 2(b)
hereof may not be amended or waived without the prior written consent of
Sagamore or PCG, as appropriate; and provided further, that the thresholds
required to waive the preemptive rights set forth in Section 7 may only be
amended with the consent of the holders necessary to waive preemptive rights
pursuant to Section 7(c).

          (h) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof; provided that the
Company and SES are parties to a letter agreement that grants certain additional
preemptive rights to SES. Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement.

          (i) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

          (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

          (k) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement, and shall become effective
when one or more such counterparts have been signed by each of the parties and
delivered to the other party.

          (l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

          (m) CONSENT TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THE STATE COURTS OF NEW YORK STATE SITTING IN THE COUNTY OF NEW
YORK OR ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE
SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN


                                       18



CONNECTION WITH THIS AGREEMENT. THE COMPANY MAY NOT MOVE TO (I) TRANSFER ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT TO ANOTHER COURT, (II)
CONSOLIDATE ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT WITH A
SUIT, ACTION OR PROCEEDING IN ANOTHER JURISDICTION OR (III) DISMISS ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT FOR THE PURPOSE OF BRINGING THE
SAME IN ANOTHER JURISDICTION. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY
OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT IN ANY NEW YORK COURT SITTING IN THE COUNTY
OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK.
THE COMPANY HEREBY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION
OR PROCEEDING BY NOTICE IN THE MANNER SPECIFIED IN SECTION 9(L).

                            [signature pages follow]


                                       19



               IN WITNESS WHEREOF, the parties have duly executed this Second
Amended and Restated Registration Rights Agreement as of the day and year first
above written.

                                        ORBCOMM INC.


                                        By: /s/ Jerome B. Eisenberg
                                            ------------------------------------
                                        Name: Jerome B. Eisenberg
                                        Title: Chief Executive Officer

     (Signature page to the Second Amended and Restated Registration Rights
                                   Agreement)

               (Additional Counterpart Signature Pages to Follow)


                                       20



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             NORTHWOOD CAPITAL PARTNERS LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Henry T. Wilson
           -----------------------------
Name: Henry T. Wilson
Title: Managing Director



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             NORTHWOOD VENTURES LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Henry T. Wilson
           -----------------------------
Name: Henry T. Wilson
Title: Managing Director



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             SK PARTNERS
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Peter Schiff
           -----------------------------
Name:
Title: Gen Partner
       ---------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             Don Franco
                              (please print)

Notice Address of Investor:
   (please complete)

Facsimile:


Signed by: /s/ Don Franco
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             ORBCOMM Asset Holding Ltd
                              (please print)

Notice Address of Investor:
   (please complete)

Facsimile:


Signed by: /s/ Don Franco
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             Jerome B. Eisenberg
                              (please print)

Notice Address of Investor:
   (please complete)

Facsimile:


Signed by: /s/ Jerome B. Eisenberg
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             346 Hillcrest F & F Partners LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Jerome B. Eisenberg
           -----------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             Richard K. Webel Trust
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Peter G. Schiff
           -----------------------------
Name: P.G. Schiff
Title: Trustee


THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             Orbcomm Deutschland AG
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Marco Fuchs
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             OHB Technology AG
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ Marco Fuchs
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             H. STEININGER
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ H. Steininger
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             Ridgewood Satellite LLC
                              (please print)

Notice Address of Investor:
   (please complete)

Facsimile:


Signed by: /s/ Leslie W. Golden
           --------------------------
Name: Leslie W. Golden
Title: Managing Director



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             MH INVESTORS ORBCOMM LLC
                              (please print)

Notice Address of Investor:
   (please complete)

Facsimile:


Signed by: /s/ Ronald Gerwig
           --------------------------
Name: RONALD GERWIG
Title: ASST TREASURER



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             PC SATELLITE INVESTMENTS, LLC
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:

BY: CALPERS/PCG CORPORATE PARTNERS LLC
    A DELAWARE LIMITED LIABILITY COMPANY

ITS: MANAGING MEMBER

BY: PCG CORPORATE PARTNERS INVESTMENTS LLC
ITS: MANAGER

BY: PACIFIC CORPORATE GROUP HOLDINGS, LLC
ITS: MANAGING MEMBER


Signed by: /s/ Tim Kelleher
           --------------------------
Name: TIM KELLEHER
Title: MANAGING DIRECTOR



THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 30, 2005, AMENDING THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005, AS AMENDED, BETWEEN ORBCOMM INC. AND CERTAIN OF THE HOLDERS
OF ITS CAPITAL STOCK.

Name of Investor:             SES Participations.
                              (please print)

Notice Address of Investor:
   (please complete)


Facsimile:


Signed by: /s/ R. Bednarek
           --------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                   SCHEDULE I

LIST OF SERIES B HOLDERS

                                    INVESTOR

                               OHB Technology A.G.
                             Ridgewood Satellite LLC
                             Northwood Ventures LLC
                         Northwood Capital Partners LLC
                                  Denis Nayden
                                 Hyung-Jin Song
                             Hoboken Partners 1 LLC
                                  Mark Sullivan
                           Estrin New Ventures II LLC
                             Nakoma Investments LLC
                                   Bert Cohen
                                  Bukfenc Inc.
                               Mary Higgins Clark
                              William Vanden Heuvel
                                Michael Friedman
                                Steven G. Chrust
                                Henning Melchers
                                  Albert Nickel
                               Hans E.W. Hoffmann
                                Edmund B. Greene
                                 Philip Lodewick
                                Elizabeth Steele
                                   SK Partners
                              E. Bulkeley Griswold
                                  William Jaffe
                              Andre-Michael Schultz
                                Steven Chrust IRA
                                Shippan Fund LLC
                                  Mike Sullivan
                                Christopher Lust
                                    Jerry Kay
                              Murray Slimowitz IRA
                     Liza Chrust, Chrust 2001 Business Trust
                     Eve Chrust, Chrust 2001 Business Trust
                             Richard K. Webel Trust
                                   Arthur Bahr
                            E. Bulkeley Griswold IRA
                                 Robert Loud IRA
                             Marble Arch Group Ltd.
                        346 Hillcrest F & F Partners LLC
                              Orbcomm Venture, LLC
                         John D. Curtis Revocable Trust



                          Dwaine L. and Cynthia Willet
                       Investment Partners of Orlando LLP
                           MH Investors Satellite LLC
                         PCG Satellite Investments, LLC


                                       23



LIST OF SERIES A HOLDERS

                                    INVESTOR

                                 Arthur S. Bahr
                                   Bukfenc Inc
                                 Steve G. Chrust
                               Mary Higgins Clark
                               Patrick A. Clifford
                                   Bert Cohen
                                  John Connelly
                            Crystal Lake Partners LP
                             RBC Dain Rauscher Cust.
                            E. Bulkeley Griswold IRA
                                 1101-7400-6804
                            E. Anderson Griswold IRA
                                 1101-7400-6796
                                Cynthia Eisenberg
                               Jerome B. Eisenberg
                                 Marc Eisenberg
                                 Emmett Hume IRA
                             Estrin New Ventures LLC
                     Eve Chrust, 2001 Chrust Business Trust
                                   Don Franco
                              John and Mary Franco
                                  Joel Friedman
                                Michael Friedman
                             Mark and Joan Goldstein
                                Marilyn H. Gordon
                   Ronald Gordon and Marilyn H. Gordon, JTWROS
                                Edmund B. Greene
                              E. Bulkeley Griswold
                                   James Higby
                             Hoboken Partners 1 LLC
                               Hans E. W. Hoffmann
                                  Cara L. Hume
                                  David D. Hume
                                   Emmett Hume
                                  William Jaffe
                                Douglas K. Jones
                                    Jerry Kay
                                  John Levinson
                     Liza Chrust, 2001 Chrust Business Trust
                                Paul Masters IRA
                                 Philip Lodewick
                                Christopher Lust
                                Henning Melchers


                                       24



                          Miller & Wrubel Asset Company
                            Murray Slimowitz IRA R/O
                             Nakoma Investments, LLC
                                  Denis Nayden
                                Albert G. Nickel
                         Northwood Capital Partners LLC
                             Northwood Ventures LLC
                               Oakwood Capital LLC
                               OHB Technology A.G.
                                 A. Alex Porter
                             Richard K. Webel Trust
                             Ridgewood Satellite LLC
                               Jeffrey C. Riecker
                                 Robert Loud IRA
                           Sagamore Hill Hub Fund Ltd.
                              Andre-Michael Schultz
                                 Robert Schultz
                          SES Global Participations SA
                                Shippan Fund LLC
                                   SK Partners
                                 Hyung-Jin Song
                              Walter H. Sonnenfeldt
                                Elizabeth Steele
                                 Hans Steininger
                              Steven G. Chrust IRA
                               Daniel J. Sullivan
                                  Mark Sullivan
                                Michael Sullivan
                            William J. Vanden Heuvel
                                  Henry Wilson

LIST OF COMMON STOCK HOLDERS

                                    INVESTOR

Jerome B. Eisenberg
Don Franco
John Franco & Mary Franco, Tenants in Common
Liquidating Trust of ORBCOMM Global L.P.
Beneficiaries of the Liquidating Trust of ORBCOMM Global L.P. (1)
OHB Technology A.G.
Harald D. Berghoefer
James Eagan
Gruenwald Equity Partners GmbH
Hans E. W. Hoffmann
Korea Orbcomm Ltd.
Henning Melchers


                                       25



Miller & Wrubel Asset Company
Northwood Capital Partners LLC
Northwood Ventures LLC
Orbcomm Asia Limited
ORBCOMM Asset Holdings Limited
ORBCOMM Deutschland AG
Kenneth Rind
Andre-Michael Schultz
Hyung-Jin Song
Walter H. Sonnenfeldt
Hans Steininger
Transport International Pool, Inc.

(1)  Upon distribution of the Common Stock by the Liquidating Trust of ORBCOMM
     Global L.P. to its beneficiaries, such beneficiaries will be deemed to have
     been "named" on Schedule I, such that such beneficiaries will constitute
     Holders for purposes of this Agreement.


                                       26

EX-10.7

                                                                    EXHIBIT 10.7

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

                  CONVERTIBLE NOTE AND STOCK PURCHASE AGREEMENT

                                  By and Among

                                  ORBCOMM Inc.,

                                  ORBCOMM LLC,

                         PCG Satellite Investments, LLC

                                       and

                            MH Investors Orbcomm LLC

                    and, for purposes of Section 13.16 only,

                       CALPERS/PCG Corporate Partners, LLC

                    and, for purposes of Section 13.17 only,

                           MH Private Equity Fund LLC

                          Dated as of December 30, 2005

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



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I DEFINITIONS....................................................     1

ARTICLE II SALE AND TRANSFER OF NOTES AND SHARES.........................    10
   2.01  Sale and Purchase of Convertible Notes and Shares...............    10
   2.02  Convertible Note Closing, Initial Share Closing and
         Subsequent Closing..............................................    11

ARTICLE III REPRESENTATIONS AND WARRANTIES...............................    12
   3.01  Organization and Good Standing..................................    12
   3.02  Capitalization; Title to Shares and Structure...................    13
   3.03  Subsidiaries and other Investments..............................    15
   3.04  Due Authorization; Enforceability...............................    16
   3.05  No Violation....................................................    16
   3.06  Financial Statements............................................    16
   3.07  Absence of Certain Changes......................................    17
   3.08  Litigation......................................................    18
   3.09  Compliance with Laws; Permits...................................    18
   3.10  Environmental Matters...........................................    19
   3.11  Taxes...........................................................    19
   3.12  Employee Benefit and Labor Matters..............................    20
   3.13  Real Property Owned or Leased; Title to Assets..................    21
   3.14  Sufficiency and Condition of Assets.............................    21
   3.15  Material Contracts..............................................    22
   3.16  Insurance.......................................................    25
   3.17  Intellectual Property...........................................    25
   3.18  Customers.......................................................    26
   3.19  Disclosure......................................................    26
   3.20  Transactions With Affiliates....................................    26
   3.21  Brokers or Finders..............................................    26
   3.22  Registration Rights.............................................    27
   3.23  Employee Matters................................................    27
   3.24  Side Letters....................................................    27
   3.25  FCC/Regulatory Matters..........................................    27
   3.26  ITAR Matters....................................................    29
   3.27  Minute Books....................................................    29

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTORS...............    30
   4.01  Organization and Good Standing..................................    30
   4.02  Due Authorization; Enforceability...............................    30
   4.03  No Violation....................................................    30
   4.04  Investment Intent...............................................    31
   4.05  Brokers or Finders..............................................    31
   4.06  Liability to Co-Investors.......................................    31



                                        i





                                                                            Page
                                                                            ----
                                                                         
ARTICLE V COVENANTS OF THE COMPANY.......................................    32
   5.01  Consents and Approvals..........................................    32
   5.02  Notice of Certain Events........................................    32
   5.03  Use of Proceeds.................................................    32
   5.04  FCC Matters.....................................................    32
   5.05  Further Assurances..............................................    32
   5.06  Conduct.........................................................    33
   5.07  Delivery of Audited 2006 Financial Statements...................    33
   5.08  Chief Operating Officer.........................................    33
   5.09  Directors and Officers Insurance................................    33

ARTICLE VI COVENANTS OF INVESTORS........................................    33
   6.01  Cooperation by the Investors....................................    33

ARTICLE VII COVENANTS OF THE PARTIES.....................................    33
   7.01  Reasonable Efforts..............................................    33
   7.02  Further Assurances..............................................    34
   7.03  Representation and Warranties...................................    34
   7.04  Public Announcements............................................    35
   7.05  Confidentiality.................................................    35
   7.06  Supplements to Disclosure Schedule..............................    36
   7.07  Application of Series A Dividends...............................    36

ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF COMPANY....................    37
   8.01  Representation, Warranties and Covenants........................    37
   8.02  Governmental Consents...........................................    37
   8.03  No Injunction...................................................    37
   8.04  Other Agreements................................................    37
   8.05  No Qualified Public Offering or Qualified Sale..................    38
   8.06  Change of Control...............................................    38

ARTICLE IX CONDITIONS TO THE OBLIGATIONS OF INVESTORS WITH RESPECT TO
   THE INITIAL CLOSING...................................................    38
   9.01  Representations, Warranties and Covenants.......................    38
   9.02  Consents........................................................    38
   9.03  No Litigation...................................................    39
   9.04  No Prohibition..................................................    39
   9.05  No Material Adverse Change......................................    39
   9.06  Legal Opinion...................................................    39
   9.07  Management Rights Letter........................................    39
   9.08  Board Composition...............................................    39
   9.09  Director's Indemnification Agreement............................    39
   9.10  Amendment of By-Laws............................................    40



                                       ii





                                                                            Page
                                                                            ----
                                                                         
   9.11  Effectiveness and Amendment of Initial Tranche Series B
         Preferred Stock Documents.......................................    40
   9.12  Stockholder Approval and Effectiveness of Amendments to
         Transaction Documents...........................................    40
   9.13  Convertible Noteholder Approval.................................    40
   9.14  Satcom Acquisition..............................................    40
   9.15  Stock Option Plan...............................................    40

ARTICLE X CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS WITH RESPECT TO
   THE SUBSEQUENT CLOSING................................................    41
   10.01 Representations, Warranties and Covenants.......................    41
   10.02 Consents........................................................    41
   10.03 No Litigation...................................................    42
   10.04 No Prohibition..................................................    42
   10.05 No Material Adverse Change......................................    42
   10.06 No Qualified Public Offering or Qualified Sale..................    42
   10.07 Legal Opinion...................................................    42
   10.08 Insolvency Event................................................    42
   10.09 Change of Control...............................................    42
   10.10 Subscribers.....................................................    42
   10.11 Net Revenue.....................................................    42
   10.12 2006 Financial Statements.......................................    42

ARTICLE XI INTENTIONALLY DELETED.........................................    43

ARTICLE XII SURVIVAL AND INDEMNIFICATION.................................    43
   12.01 Survival and Indemnification....................................    43
   12.02 Limitations on Liability........................................    44

ARTICLE XIII MISCELLANEOUS PROVISIONS....................................    45
   13.01 Fees and Expenses...............................................    45
   13.02 Notices.........................................................    45
   13.03 Jurisdiction; Service of Process................................    46
   13.04 Governing Law...................................................    47
   13.05 Waiver..........................................................    47
   13.06 Entire Agreement and Modification...............................    47
   13.07 Amendment and Waiver............................................    47
   13.08 Assignments, Successors, and No Third-Party Beneficiaries.......    47
   13.09 Severability....................................................    48
   13.10 Captions; Currency..............................................    48
   13.11 Exhibits and Schedules..........................................    48
   13.12 Specific Performance............................................    48
   13.13 Interpretation..................................................    49
   13.14 Time of Essence.................................................    49
   13.15 Counterparts....................................................    49



                                       iii





                                                                            Page
                                                                            ----
                                                                         
   13.16 Limited CALPERS/PCG Guaranty....................................    49
   13.17 Limited MH Guaranty.............................................    50



                                       iv


                  CONVERTIBLE NOTE AND STOCK PURCHASE AGREEMENT

          This Agreement is made and entered into as of December 30, 2005, by
and among ORBCOMM Inc., a Delaware corporation (the "Company"), ORBCOMM LLC, a
Delaware limited liability company, ("ORBCOMM LLC"), PCG Satellite Investments,
LLC ("PCG") and MH Investors Orbcomm LLC ("MH") and, solely for purposes of
Section 13.16 and Section 13.17, respectively, CALPERS/PCG Corporate Partners,
LLC ("CALPERS/PCG") and MH Private Equity Fund LLC ("MH PEF"). Each of PCG and
MH is referred to herein individually as an "Investor" and collectively as the
"Investors".

                                    RECITALS

          A. The Company is a satellite-based telecommunications company that
provides narrowband, two-way monitoring, tracking and messaging services (the
"Business");

          B. The Investors desire to purchase from the Company, and the Company
desires to sell to the Investors, Convertible Notes which are convertible into
the Company's Series B Preferred Stock and shares of Series B Preferred Stock,
subject to the terms and conditions of this Agreement; and

          C. In consideration of the mutual representations, warranties,
covenants and agreements, and upon the terms and subject to the conditions
hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Article I:

          "Action" - any legal, administrative, arbitral, mediation or other
alternative dispute resolution procedure or other action, proceeding, claim,
inquiry or investigation before any court, arbitrator or other Governmental
Entity.

          "Affiliate" - with respect to a specified Person: (i) any Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified or any
Affiliate of such Person, including, without limitation, any partner, officer,
director, executor, trustee, member or employee of such Person and any venture
capital or private equity fund now or hereafter existing which is controlled by
or under common control with one or more general partners or shares the same
management company with such Person. For purposes of this definition, "control"
of a Person will mean the possession, directly or indirectly, of the power to
direct or cause the direction of its management or policies, whether through the
ownership of voting securities, by contract or otherwise.

          "Agreement" - this Agreement, as the same may be amended, modified or
supplemented from time to time in accordance with its terms.



Convertible Note and Stock Purchase Agreement

          "Books and Records" - with respect to a specified person, the books of
account and other financial and corporate records and files (including records
and files stored on computer disks or tapes or any other storage medium) of such
person, including minute books, stock record books, books of account, corporate
seals, written contracts and other documents, instruments and papers.

          "Business" - shall have the meanings given in the Recitals.

          "Business Day" - any day other than a Saturday, Sunday or other day on
which commercial banks located in New York City are authorized or required to be
closed.

          "Capitalization Table" - means the pro forma capitalization table of
the Company, after giving effect to (i) the Initial Closing and (ii) the
Subsequent Closing, set forth in Part 3.02(j) of the Disclosure Schedule.

          "CERCLA" - the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

          "Change-of-Control" means (i) sale, transfer or other disposition of
all or substantially all of the assets and properties of the Company to, or the
proposed entry into any merger or consolidation agreement with, any third party,
whether in a single transaction or series of related transactions, which results
in the holders of the outstanding voting power of the Company immediately prior
to such transaction or series of transactions owning less than a majority of the
outstanding voting securities in the continuing or surviving company or entity
following such transaction or transactions or (ii) a sale, transfer or exchange
of all of the Company's outstanding capital stock to a third party, whether in a
single transaction or series of related transactions, for cash or, in the case
of a stock-for-stock transaction, which results in the holders of the
outstanding voting power of the Company immediately prior to such transaction or
series of transactions owning less than a majority of the outstanding voting
securities for the election of directors in the continuing or surviving company
or entity following such transaction or transactions.

          "Claim" - a written notice, asserting a breach of representation or
warranty, covenant, agreement or other obligation contained in this Agreement or
in any Transaction Document.

          "Code" - the Internal Revenue Code of 1986, as amended.

          "Common Stock" - common shares, par value $0.001 per share, of the
Company.

          "Common Stock Voting Agreement" - means the Second Amended and
Restated Common Stock Voting Agreement entered into among the holders of the
Common Stock, in the form attached as Exhibit E.

          "Communications Licenses" - means the licenses referenced on Part
3.09(b) of the Disclosure Schedule.

          "Communications Regulation" as defined in Section 7.01(b) of the
Agreement.


                                       2



Convertible Note and Stock Purchase Agreement

          "Company" - as defined in the preamble of this Agreement.

          "Company's Intellectual Property" - as defined in Section 3.17(a) of
the Agreement.

          "Company Threshold" - as defined in Section 12.02(c) of this
Agreement.

          "Confidential Information" - means information of any kind in written,
documentary or other tangible form disclosed by one party to this Agreement to
any other party to this Agreement clearly identified (whether with a stamp,
legend or other marking or orally) as confidential at the time of the
disclosure, including, but not limited to, (i) information of a financial,
business, planning, marketing or technical nature, (ii) models, tools, hardware
and software, and (iii) any documents, reports, memoranda, notes, files or
analyses prepared by or on behalf of the receiving party that contain, summarize
or are based upon any of the foregoing; provided, however, that "Confidential
Information" shall not include information that: (i) is publicly available prior
to the date of this Agreement; (ii) becomes publicly available after the date of
this Agreement through no wrongful act of the receiving party; (iii) is
furnished to others by the disclosing party without similar restrictions on
their right to use or disclose; (iv) is rightfully known by the receiving party
without any confidentiality restrictions at the time of receipt of such
information from the disclosing party or becomes rightfully known to the
receiving party without confidentiality restrictions from a source other than
the disclosing party; or (v) is independently developed by the receiving party
by persons who did not have access, directly or indirectly, to the Confidential
Information.

          "Confidentiality Agreements" - those certain agreements between the
Company and an Investor, if any, regarding the provision of Confidential
Information to each such Investor.

          "Consents" - all consents, waivers, approvals, allowances,
authorizations, declarations, filings, recordings, registrations, validations or
exemptions and notifications.

          "Convertible Note Closing" - as defined in Section 2.02(a) of this
Agreement.

          "Convertible Noteholders" means the holders of the Convertible Notes.

          "Convertible Notes" means the 10% Convertible Promissory Notes of the
Company due February 16, 2010 in the form of Exhibit I hereto issued to the
purchasers identified on Schedule II hereto in the principal amounts set forth
on Schedule II hereto.

          "Damages" - all losses, Liabilities, claims, damages, deficiencies,
obligations, fines, payments (including incidental and consequential damages),
expenses (including costs of investigation and defense and reasonable attorneys'
fees and expenses), actions, causes of action, assessments, judgments or amounts
paid in settlement, whether or not involving a third party claim.

          "Disclosure Schedule" - the Disclosure Schedule delivered by the
Company to the Investors concurrently with the execution and delivery of this
Agreement, as supplemented or amended as provided herein.


                                       3



Convertible Note and Stock Purchase Agreement

          "Encumbrance" - any charge, claim, "adverse claim" (as defined in
Section 8-102(a)(1) of the New York Uniform Commercial Code), community property
interest, condition, equitable interest, easement, encumbrance, option, lien,
pledge, hypothecation, assignment, deposit arrangement, security interest
(preference, priority or other security agreement or preferential arrangement of
any kind), mortgage, deed of trust, retention of title agreement, right of first
refusal, right of first offer, preemptive right, or other restriction or
granting or any rights of any kind (including any restriction on, or right
granted with respect to, the use, voting, transfer, receipt of income or
exercise of any other attribute of ownership).

          "Environmental Laws" - any and all applicable Laws and Permits issued,
promulgated or entered into by any Governmental Entity relating to the
environment, the protection or preservation of human health or safety, including
the health and safety of employees, the preservation or reclamation of natural
resources, or the management, Release or threatened Release of Hazardous
Materials.

          "ERISA" - the Employee Retirement Income Security Act of 1974, as
amended.

          "Facilities" - any buildings, plants or structures, owned, operated or
leased by the Company and its Subsidiaries or located on any Real Property.

          "FCC" - means the United States Federal Communications Commission.

          "Financial Statements" - as defined in Section 3.06(a) of this
Agreement.

          "Foreign Licenses" - as defined in Section 3.25(c) of this Agreement.

          "GAAP" - generally accepted accounting principles of the United States
as in effect from time to time.

          "Governmental Entity" - any: (i) federal, state, local, foreign or
international government; (ii) court, arbitral or other tribunal or governmental
or quasi-governmental authority of any nature (including any governmental
agency, political subdivisions, instrumentalities, branch, department, official,
or entity); or (iii) body exercising, or entitled to exercise, any
administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature pertaining to government.

          "Guaranteed MH Obligations" as defined in Section 13.17 of the
Agreement.

          "Guaranteed PCG Obligations" as defined in Section 13.16 of the
Agreement.

          "Hazardous Materials" - those hazardous materials, substances or
wastes that are regulated by, or form the basis of liability under, any
Environmental Law, including PCBs, pollutants, explosive or regulated
radioactive materials or substances, hazardous wastes or chemicals, petroleum
(including crude oil or any fraction thereof) or petroleum distillates, asbestos
or asbestos containing materials, materials listed in 49 C.F.R. Section 172.101
and materials defined as hazardous substances pursuant to Section 101(14) of
CERCLA.

          "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976.


                                       4



Convertible Note and Stock Purchase Agreement

          "Indemnified Party" - as defined in Section 12.01(b) of the Agreement.

          "Initial Closing" - as defined in Section 2.02(a) of this Agreement.

          "Initial Closing Date" - as defined in Section 2.02(a) of this
Agreement.

          "Initial Share Closing" as defined in Section 2.02(b) of this
Agreement.

          "Initial Tranche Series B Preferred Stock" as defined in Section
2.01(a) of this Agreement.

          "Insolvency Event" means (i) the Company or any Material Subsidiary of
the Company shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it,
or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or (ii) an involuntary case or other
proceeding shall be commenced against the Company or any Material Subsidiary of
the Company (which shall not have been dismissed) seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property; or (iii) an
order for relief shall be entered against the Company or any Material Subsidiary
of the Company under the federal bankruptcy laws as now or hereafter in effect.

          "Insurance Policies" - as defined in Section 3.16 of this Agreement.

          "Intellectual Property" - all United States and foreign (a) patents,
patent applications, patent disclosures and inventions and discoveries which may
be patentable and improvements thereto, (b) registered and unregistered
trademarks, service marks, logos, trade names and corporate names and
registrations and applications for registration thereof, including all marks
registered in the United States Patent and Trademark Office, (c) copyrights in
both published and unpublished works and registrations and applications for
registration thereof, (d) computer software, data and documentation, (e) trade
secrets and confidential business information (including ideas, formulas,
compositions, inventions (whether patentable or unpatentable and whether or not
reduced to practice), know-how, manufacturing and production processes and
techniques, research and development information, drawings, specifications,
designs, plans, proposals, technical data, copyrightable works, financial,
marketing and business data, pricing and cost information, business and
marketing plans and customer and supplier lists and information) (collectively,
"Trade Secrets") and (f) copies and tangible embodiments thereof (in whatever
form or medium).

          "Investors" - as defined in the preamble of this Agreement.


                                       5



Convertible Note and Stock Purchase Agreement

          "IRS" - the United States Internal Revenue Service or any other
successor agency, and, to the extent relevant, the United States Department of
the Treasury.

          "ITAR" means International Traffic in Arms Regulation, 22 C.F.R.
Sections 120-130.

          "Latest Audited Balance Sheet" - means the audited consolidated
balance sheet of the Company as of December 31, 2004 as set forth on Part 3.06
of the Disclosure Schedule (after giving effect to the adjustments set forth on
Part 3.06(b) of the Disclosure Schedule).

          "Latest Balance Sheet" - means the unaudited consolidated balance
sheet of the Company as of November 30, 2005 as set forth on Part 3.06 of the
Disclosure Schedule. For purposes of the representations and warranties made on
and as of the Subsequent Closing Date, Latest Balance Sheet shall mean the
consolidated balance sheet of the Company as of December 31, 2006 audited by an
independent accounting firm of recognized national standing (or, if the Majority
Holders elect to waive the condition that the Latest Balance Sheet be audited by
an independent accounting firm of recognized national standing prior to the
Subsequent Closing, the unaudited balance sheet as of December 31, 2006)
provided in the updated Disclosure Schedule delivered pursuant to Section 7.06
on the Subsequent Closing Date.

          "Laws" - means all laws, principles of common law, statutes,
constitutions, treaties, rules, regulations, ordinances, codes, rulings, Orders
and determinations of all Governmental Entities.

          "Leased Property" - as defined in Section 3.13(a) of this Agreement.

          "Leases" - all leases, subleases, rights to occupy or use and other
arrangements with respect to Real Property, including, in each case, all
amendments, modifications and supplements thereto and waivers and consents
thereunder.

          "Liability" - all debts, liabilities and obligations whether known or
unknown, asserted or unasserted, fixed, absolute or contingent, matured or
unmatured, accrued or unaccrued, liquidated or unliquidated, due or to become
due, whenever or however arising (including, whether arising out of any contract
or tort based on negligence, strict liability or otherwise).

          "Majority Holders" - means the Investors (or their assignees) holding
a majority of shares of Series B Preferred Stock (or Common Stock or other
securities issued upon conversion or exchange thereof) issued pursuant to this
Agreement (including shares of Series B Preferred Stock issued upon conversion
of Convertible Notes purchased hereunder).

          "Material Adverse Change" means a material adverse change, or any
development(s) that would, with the passage of time, reasonably be expected to
result in a material adverse change (in each case, individually or in the
aggregate with all such changes or developments), in the condition, financial or
otherwise, business, assets, results of operations or prospects of the Company
and its Subsidiaries, taken as a whole. Any determination as to whether any
change or development is a Material Adverse Change shall only be made after
taking into account all insurance coverages and indemnifications (to the extent
the Company has received payment with respect thereto to which the Company is
entitled and taking into account


                                       6



Convertible Note and Stock Purchase Agreement

the likelihood and timing of any payments (if any) to be received under such
insurance coverages and/or indemnifications and the creditworthiness of the
insurer and/or indemnitor).

          "Material Adverse Effect" - When used in connection with the Company
or its Subsidiaries, any change or effect that, individually or in the aggregate
with any such other changes or effects, is materially adverse to the condition,
financial or otherwise, business, assets, results of operations or prospects of
the Company and its Subsidiaries taken as a whole which, individually or in the
aggregate, results in a diminution in the value of the Series B Preferred Stock
issued to the Investors on the Initial Closing Date in excess of five hundred
thousand dollars ($500,000) (assuming, for this purpose that all outstanding
shares of Series B Preferred Stock and Series A Preferred Stock were converted
to Common Stock). Any determination as to whether any change or effect has a
Material Adverse Effect shall only be made after taking into account all
insurance coverages and indemnifications (to the extent the Company has received
payment with respect thereto to which the Company is entitled and taking into
account the likelihood and timing of any payments (if any) to be received under
such insurance coverages and/or indemnifications and the creditworthiness of the
insurer and/or indemnitor).

          "Material Contract" - as defined in Section 3.15 of this Agreement.

          "Material Subsidiary" - means ORBCOMM LLC, ORBCOMM License Corp.,
Stellar Communications Ltd. and any other Subsidiary of the Company that would
constitute a "significant subsidiary" as defined in Rule 1-02(w) of Regulation
S-X of the promulgated under the Securities Act (excluding Satcom and ORBCOMM
Europe).

          "Options" - all options to purchase Common Stock.

          "ORBCOMM Europe" - ORBCOMM Europe, LLC, a Delaware limited liability
company, and its Subsidiaries.

          "ORBCOMM LLC" - ORBCOMM LLC, a Delaware limited liability company.

          "Order" - any award, decision, stipulation, injunction, judgment,
order, ruling, subpoena, writ, decree or verdict entered, issued, made or
rendered by any Governmental Entity.

          "Owned Property" - as defined in Section 3.13 of this Agreement.

          "PCG Entities" - means collectively PCG Satellite Investments, LLC,
CALPERS PCG Corporate Partners, LLC and any Affiliate(s) of either of the
foregoing.

          "Permit" - all licenses, permits, certificates, Consents or other
authorizations, issued, granted, given or otherwise made available by or under
the authority of any Governmental Entity or pursuant to any Law.

          "Permitted Encumbrances" - means (i) in respect of real property,
Encumbrances consisting of zoning or planning restrictions, easements,
covenants, Permits or other restrictions or limitations on the use of real
property or irregularities in title thereto which do not materially detract from
the value of, or impair the use of, such real property as currently operated,
(ii) Encumbrances for Taxes, assessments or governmental charges or levies on
property not yet due


                                       7



Convertible Note and Stock Purchase Agreement

and payable or which are being contested in good faith and for which appropriate
reserves are maintained, (iii) Encumbrances of landlords, carriers,
warehousemen, mechanics and other Encumbrances imposed by law and incurred in
the ordinary course of business, (iv) for personal property, Encumbrances for
purchase money obligations incurred in the ordinary course of business
consistent with past practice, (v) Encumbrances set forth on any section of Part
3.14 of the Disclosure Schedule and (vi) other Encumbrances (other than
mortgages, deeds of trust, title retention agreements or similar security
interests) which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

          "Person" - any individual, sole proprietorship, firm, corporation
(including any non-profit corporation and public benefit corporation), general
or limited partnership, limited liability partnership, joint venture, limited
liability company, estate, trust, association, organization, labor union,
institution, entity or Governmental Entity, including any successor (by merger
or otherwise) of such entity.

          "Preferred Stock Voting Agreement" - means the Second Amended and
Restated Preferred Stock Voting Agreement to be entered into among the holders
of the Series A Preferred Stock and the Series B Preferred Stock, in the form
attached hereto as Exhibit D.

          "Purchase Price" - as defined in Section 2.01(b) of this Agreement.

          "Qualified Public Offering" - shall have the meaning set forth in the
Restated Certificate.

          "Qualified Sale" - shall have the meaning set forth in the Restated
Certificate.

          "Real Property" - as defined in Section 3.13 of this Agreement.

          "Registration Rights Agreement" - the Second Amended and Restated
Registrations Rights Agreement to be entered into between the Company, certain
stockholders of the Company and the Investors in the form attached hereto as
Exhibit B.

          "Release" - defined in Section 101(22) of CERCLA.

          "Representative" - with respect to a particular Person, any director,
officer, employee, agent, consultant, advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.

          "Restated Certificate" - the Third Amended and Restated Certificate of
Incorporation of the Company in the form attached hereto as Exhibit A.

          "Satcom" - Satcom International Group Plc, an English public limited
company, and its Subsidiaries.

          "Satellite and Ground Earth Station Assets" - as defined in Section
3.14(a) of the Agreement.

          "Securities Act" - the Securities Act of 1933, as amended.


                                       8



Convertible Note and Stock Purchase Agreement

          "Securities Exchange Act" - the Securities Exchange Act of 1934, as
amended.

          "Series A Preferred Stock" - means the Series A Convertible Redeemable
Preferred Stock, par value $0.001 per share of the Company.

          "Series B Preferred Stock" - means the Series B Convertible Redeemable
Preferred Stock, par value $0.001 per share, of the Company.

          "Settlement" - as defined in Section 7.01(c) of the Agreement.

          "Stockholders Agreement" - means the Second Amended and Restated
Stockholders Agreement to be entered into among the Company, the Investors and
other stockholders of the Company in the form attached hereto on Exhibit C.

          "Shares" - means shares of the Company's Series B Preferred Stock.

          "Subsequent Closing" - as defined in Section 2.02(c).

          "Subsequent Closing Date" - as defined in Section 2.02(c).

          "Subsequent Closing Termination Date" shall mean (i) March 12, 2007 if
the Company has delivered the 2006 Audited Financial Statements to Investors on
or prior to February 15, 2007 or if the Majority Holders otherwise waive the
condition in Section 10.12 prior to March 12, 2007, (ii) the date that is 15
days after delivery by the Company of the 2006 Audited Financial Statements to
Investors if such 2006 Audited Financial Statements are delivered to Investors
after February 15, 2007 and the Majority Holders do not waive the condition in
Section 10.12 or (iii) any date after March 12, 2007 designated by the Majority
Holders prior to the date that is contemplated by clause (ii) if the Majority
Holders waive the condition in Section 10.12 after March 12, 2007; provided,
however, that the Majority Holders may, in their sole discretion, designate any
date on or after April 30, 2007 as the Subsequent Closing Termination Date
irrespective of whether the condition in Section 10.12 is waived (it being
understood that if the Majority Holders designate a date pursuant to this
proviso and the Company delivers the 2006 Audited Financial Statements prior to
such date, the Subsequent Closing Termination Date shall be the earlier of (a)
the date so designated and (b) 15 days after delivery of the 2006 Audited
Financial Statements).

          "Subsidiary" - any corporation, limited liability company,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the partnership
or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of the Person
or a combination thereof; for purposes hereof, a Person or Persons shall be
deemed to have a majority ownership interest in a limited liability company,
partnership, association, or other business entity if such Person or Persons
shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control


                                       9



Convertible Note and Stock Purchase Agreement

any managing member or general partner of such limited liability company,
partnership, association or other business entity. For purposes of this
Agreement (other than Section 3.06) Satcom International Group plc and Orbcomm
Europe LLC shall be deemed to be Subsidiaries of the Company, but only with
respect to matters, conditions, events or circumstances occurring or arising
after October 7, 2005.

          "Taxes" - all taxes, charges, duties, fees, levies or other
assessments, including, without limitation, income, excise, property, sales,
use, gross receipts, recording, insurance, value added, profits, license,
withholding, payroll, employment, net worth, capital gains, transfer, stamp,
social security, environmental, occupation and franchise taxes, imposed by any
Governmental Entity, and including any interest, penalties and additions
attributable thereto.

          "Third Party Licenses" as defined in Section 3.25(a) of this
Agreement.

          "Threshold" - as defined in Section 12.02(b) of this Agreement.

          "to the knowledge" - means the actual knowledge of the executive
officers of a Person after reasonable inquiry.

          "Transaction" or "Transactions" - means the transactions contemplated
by this Agreement and the Transaction Documents, including, without limitation,
the transactions contemplated by Section 2.01(a), (b) and (c).

          "Transaction Documents" - means this Agreement, the Restated
Certificate, the Stockholders Agreement, Registration Rights Agreement, the
Preferred Stock Voting Agreement, the Common Stock Voting Agreement, the
Convertible Notes and any certificate, schedule, agreement or other document
required to be delivered pursuant to this Agreement.

          "Warrant" - means the warrants of the Company issued to the purchasers
in connection with the issuance of the Convertible Notes.

                                   ARTICLE II

                      SALE AND TRANSFER OF NOTES AND SHARES

               2.01 Sale and Purchase of Convertible Notes and Shares.

               (a) On the basis of the representations, warranties, covenants
     and agreements and subject to the satisfaction or waiver of the conditions
     set forth in Articles VIII and IX of this Agreement, at the Convertible
     Note Closing, the Company will sell to the Investors, and the Investors
     will purchase from the Company, the Convertible Notes and Warrants in the
     form set forth as Exhibit I and Exhibit I-A hereto in the principal amounts
     set forth opposite such Investors name on Schedule I hereto. The principal
     amount of the Notes purchased shall be paid at the Convertible Note Closing
     in cash. The Convertible Notes purchased on the Initial Closing Date by the
     Investors shall automatically convert into 136,476 shares of Initial
     Tranche Series B Preferred Stock immediately following the Convertible Note
     Closing pursuant to the terms of Section 6(c) of each Convertible Note. The
     Series B Preferred Stock issued pursuant to the automatic conversion of the
     Convertible


                                       10



Convertible Note and Stock Purchase Agreement

     Notes as described in this Section 2.01(a) shall be the "Initial Tranche
     Series B Preferred Stock."

               (b) On the basis of the representations, warranties, covenants
     and agreements and subject to the satisfaction or waiver of the conditions
     set forth in Articles VIII and IX of this Agreement, at the Initial Share
     Closing, the Company will sell to the Investors, and the Investors will
     purchase from the Company, the number of Shares set forth opposite such
     Investor's name on Schedule I hereto under the heading "Initial Closing" at
     a price of $4.03 per Share (the "Purchase Price"). The Purchase Price shall
     be paid at the Initial Closing in cash.

               (c) On the basis of the representations, warranties, covenants
     and agreements and subject to the satisfaction or waiver of the conditions
     set forth in Articles VIII and X of this Agreement and subject to the last
     sentence of Section 2.02(c), unless otherwise agreed to by the Company and
     the Majority Holders, at the Subsequent Closing, the Company will sell to
     the Investors, and the Investors will purchase from the Company, the number
     of Shares set forth opposite such Investor's name on Schedule I under the
     heading "Subsequent Closing" at the Purchase Price.

               (d) The obligations of Investors to purchase Shares and
     Convertible Notes allocated to them on Schedule I hereto are several and
     not joint.

               2.02 Convertible Note Closing, Initial Share Closing and
     Subsequent Closing.

               (a) Convertible Note Closing. The closing of the transactions
     contemplated by Section 2.01(a) of this Agreement and the Transaction
     Documents (the "Convertible Note Closing") will take place at the offices
     of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York City, at 10:00
     a.m. Eastern time, on December 30, 2005 subject to the satisfaction or
     waiver of all the conditions set forth in Articles VIII and IX hereof or
     such other date, place or time agreed to by the Company and the Majority
     Holders (such date of the Convertible Note Closing being hereinafter
     referred to as the "Initial Closing Date"). The Company shall deliver to
     each Investor a Convertible Note, a certificate representing Warrants and a
     certificate representing such shares as the Convertible Notes purchased by
     such Investor convert in to, against payment of the purchase price therefor
     by wire transfer of immediately available funds to such bank and account
     specified by the Company, cancellation of indebtedness (including by way of
     crediting the Transaction Expenses described in Section 13.01 against
     payment of the purchase price), or any combination thereof.

               (b) Initial Share Closing. The closing of the transactions
     contemplated by Section 2.01(b) of this Agreement and the Transaction
     Documents (the "Initial Share Closing" and together with the Convertible
     Note Closing, the "Initial Closing") will take place on the Initial Closing
     Date immediately following the Convertible Note Closing. The Company shall
     deliver to each Investor a certificate representing the Shares purchased by
     such Investor against payment of the purchase price therefor by wire
     transfer of immediately available funds to such bank and account specified
     by the Company, cancellation of indebtedness, or any combination thereof.


                                       11



Convertible Note and Stock Purchase Agreement

               (c) Subsequent Closing. Subject in all respects to the last
     sentence of this paragraph, the subsequent closing (the "Subsequent
     Closing") of the transactions contemplated by this Agreement and the
     Transaction Documents will take place at the offices of Chadbourne & Parke
     LLP, 30 Rockefeller Plaza, New York City, at 10:00 a.m. Eastern time, on
     March 1, 2007 (or on a date designated by the Majority Holders (upon no
     less than two (2) business days written notice to the Company) that is on
     or prior to the Subsequent Closing Termination Date if the Audited 2006
     Financial Statements have not been delivered to Investors prior to February
     15, 2007), subject to the satisfaction or waiver of all conditions set
     forth in Articles VIII and X hereof, or such other date, place or time
     agreed to by the Company and the Majority Holders (such date of the Closing
     being hereinafter referred to as the "Subsequent Closing Date"). The
     Company shall deliver to each Investor a certificate representing the
     Shares such Investor is purchasing at the Subsequent Closing, against
     payment of the purchase price therefor by wire transfer of immediately
     available funds to such bank and account specified by the Company,
     cancellation of indebtedness, or any combination thereof. Notwithstanding
     any of the foregoing, the obligation of the Investors to purchase Shares
     and the Company's obligation to sell Shares under Section 2.01(c) hereof
     shall terminate in full (i) upon consummation of a Qualified Sale or
     Qualified Public Offering or (ii) on the Subsequent Closing Termination
     Date (unless the Company and the Majority Holders agree otherwise) if the
     Subsequent Closing has not occurred on or by such date (provided that the
     Company's obligation to sell such Shares shall not terminate if the
     Subsequent Closing has not occurred as a result of a breach by the Company
     of its obligations under this Agreement and an Investor's obligation to
     purchase such Shares shall not terminate if the Subsequent Closing has not
     occurred as a result of a breach by such Investor of its obligations under
     this Agreement).

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

               The Company and ORBCOMM LLC hereby jointly and severally
     represent and warrant to each of the Investors on each of the date hereof,
     the Initial Closing Date and if the Subsequent Closing occurs, the
     Subsequent Closing Date as follows:

               3.01 Organization and Good Standing. The Company is a
     corporation, duly incorporated, validly existing and in good standing under
     the laws of its jurisdiction of incorporation, and has full power and
     authority to conduct its business in the manner in which it is presently
     being conducted, except where the failure to be so organized, existing and
     in good standing or to have such power or authority would not have a
     Material Adverse Effect. The Company is duly qualified or licensed to do
     business and in good standing in each jurisdiction in which the property
     owned, leased or operated by it or the nature of the business conducted by
     it makes such qualification or licensing necessary except in such
     jurisdictions where the failure to be so qualified, licensed and in good
     standing, individually or in the aggregate, would not, individually or in
     the aggregate, be reasonably expected to have a Material Adverse Effect.
     ORBCOMM LLC is a limited liability company, duly formed, validly existing
     and in good standing under the laws of its jurisdiction of formation, and
     has full power and authority to conduct its business in the manner in which
     it is presently being conducted, except where the failure to be so
     organized, existing and in good standing or to have such power or authority


                                       12



Convertible Note and Stock Purchase Agreement

would not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect. ORBCOMM LLC is duly qualified or licensed to do
business and in good standing in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary except in such jurisdictions where the
failure to be so qualified, licensed and in good standing, individually or in
the aggregate, would not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect. Part 3.01 of the Disclosure Schedule
lists each jurisdiction in which the Company or ORBCOMM LLC is qualified to do
business. True and complete copies of the Certificate of Incorporation and
Bylaws, as amended to date, of the Company and the Certificate of Formation and
Limited Liability Company Operating Agreement, as amended to date, of ORBCOMM
LLC have previously been delivered or made available to the Investors.

               3.02 Capitalization; Title to Shares and Structure.

               (a) As of the execution of this Agreement, the authorized capital
     stock of the Company consists of seventy five million (75,000,000) shares
     of Common Stock and fifteen million (15,000,000) shares of Series A
     Preferred Stock. Immediately prior to the Initial Closing, eight million
     five hundred thirty five thousand twenty six (8,535,026) shares of Common
     Stock and fourteen million fifty three thousand six hundred eleven
     (14,053,611) shares of Series A Preferred Stock were issued and outstanding
     all of which were validly issued, fully paid and non-assessable.
     Immediately prior to the Convertible Notes Closing, Convertible Notes with
     a principal balance of twenty four million four hundred sixty nine thousand
     dollars ($24,469,000) were outstanding, which are convertible into six
     million seventy one thousand six hundred twenty two (6,071,687) shares
     (after eliminating fractional shares) of Initial Tranche Series B Preferred
     Stock. Schedule II hereto sets forth a true and accurate list of all of the
     Convertible Noteholders and the principal balance of the Convertible Notes
     held by each Convertible Noteholder as of the date of this Agreement and
     prior to the Convertible Note Closing.

               (b) Effective as of the Convertible Note Closing and prior to the
     Initial Share Closing, the authorized capital stock of the Company shall
     consist of 75,000,000 shares of Common Stock, 15,000,000 shares of Series A
     Preferred Stock and 13,000,000 shares of Initial Tranche Series B Preferred
     Stock. Effective as of the Convertible Note Closing and prior to the
     Initial Share Closing 8,535,026 shares of Common Stock, 14,053,611 shares
     of Series A Preferred Stock and 6,208,163 shares of Initial Tranche Series
     B Preferred Stock shall be issued and outstanding, and no Convertible Notes
     or Warrants shall be outstanding except for the subscription of Marble Arch
     Group Ltd. to purchase $250,000 of Convertible Notes, which shall be
     automatically converted into 62,034 shares of Series B Preferred Stock upon
     payment of the subscription.

               (c) Effective as of the Initial Share Closing, the authorized
     capital stock of the Company shall consist of 105,000,000 shares of Common
     Stock, 15,000,000 shares of Series A Preferred Stock and 30,000,000 shares
     of Series B Preferred Stock. Effective as of the Initial Share Closing (i)
     8,535,026 shares of Common Stock, 14,053,611 shares of Series A Preferred
     Stock and 17,629,999 shares of Series B Preferred Stock shall be issued and
     outstanding and an additional 62,034 shares of Series B Preferred Stock
     shall be reserved for issuance to Marble Arch Group Ltd. upon the payment
     of the subscription price therefor, (ii)


                                       13



Convertible Note and Stock Purchase Agreement

     10,297,767 shares of Series B Preferred Stock will be reserved for issuance
     to the Investors upon the Subsequent Closing; (iii) 45,000,000 shares of
     Common Stock will be reserved for issuance upon conversion of the Series A
     Preferred Stock and the Series B Preferred Stock; (iv) 7,351,905 shares of
     Common Stock will be reserved for issuance under the Company's Stock Option
     Plan, (v) 478,393 shares of Series A Preferred Stock shall be reserved for
     issuance upon the exercise of warrants to purchase Series A Preferred Stock
     and 2,876,993 shares of Common Stock shall be reserved for issuance upon
     exercise of warrants to purchase Common Stock.

               (d) The authorized capital of ORBCOMM LLC consists of 8,486,901
     common membership interest units all of which are owned by the Company.

               (e) Part 3.02(e) of the Disclosure Schedule contains a true and
     complete list of the holders of the securities of the Company as of the
     date of this Agreement, indicating each holder's name, the type and amount
     of securities held, the exercise or conversion price, if any, and the
     redemption or repurchase price, if other than the nominal amount.

               (f) Except for (i) issuances of Shares pursuant to this Agreement
     and (ii) as otherwise disclosed on Part 3.02(e) of the Disclosure Schedule,
     there are no outstanding options, warrants, rights (including conversion or
     preemptive rights and rights of first refusal), or agreements of any kind
     for the purchase or acquisition from the Company of any of its securities.
     The Company is not a party or subject to any agreement or understanding,
     and, except as set forth in the Transaction Documents or as otherwise
     disclosed on Part 3.02(f) of the Disclosure Schedule, to the best of the
     Company's knowledge, there is no agreement or understanding between any
     persons that affects or relates to the voting or giving of written consents
     with respect to any security or the voting by a director of the Company.
     The Company is not subject to any obligation (i) to repurchase, redeem or
     otherwise acquire any shares of capital stock or securities convertible
     into capital stock of the Company, or (ii) to vote or to dispose of any
     shares of capital stock of the Company or other equity securities except
     for the sale of Shares pursuant to this Agreement or as set forth in the
     Transaction Documents.

               (g) There are no options, warrants, convertible notes,
     convertible securities or other rights to acquire interests of ORBCOMM LLC
     outstanding.

               (h) All issued and outstanding shares of Common Stock, Series A
     Preferred Stock, Series B Preferred Stock and Convertible Notes of the
     Company have been as of the date of this Agreement or will be as of the
     Initial Share Closing and the Subsequent Closing, duly authorized and
     validly issued, fully paid and nonassessable, and issued in accordance with
     the registration or qualification provisions of the Securities Act and any
     relevant state securities laws or pursuant to valid exemptions therefrom.
     The Shares being purchased by the Investors hereunder, and the Shares
     issuable to the Investors pursuant to the conversion of the Convertible
     Notes purchased by the Investors hereunder, when issued or sold, and
     delivered in accordance with the terms of this Agreement for the
     consideration expressed herein, will be duly authorized, validly issued,
     fully paid and nonassessable (assuming payment of the purchase price
     thereof), and will be free of restrictions on transfer


                                       14



Convertible Note and Stock Purchase Agreement

     other than restrictions on transfer expressly stated in the Transaction
     Documents and under applicable state and federal securities laws. The
     Common Stock issuable upon conversion of the Shares will be as of the
     Initial Closing and the Subsequent Closing duly and validly reserved for
     issuance and, upon issuance in accordance with the terms of the Restated
     Certificate and upon payment therefor as provided in this Agreement, will
     be duly authorized, validly issued, fully paid and nonassessable and will
     be free of restrictions on transfer other than restrictions on transfer
     expressly stated in the Transaction Documents and under applicable state
     and federal securities laws.

               (i) Assuming each Investor's representations set forth in Section
     4.04 of this Agreement is true and correct, the offer, sale and issuance of
     the Convertible Notes and Shares as contemplated by this Agreement are
     exempt from the registration requirements of the Securities Act and the
     qualification requirements of all applicable state securities laws, and
     neither the Company nor any authorized agent acting on its behalf will take
     any action hereafter that would cause the loss of any such exemption.

               (j) The capitalization of the Company, (i) after giving effect to
     the Initial Closing and (ii) after giving effect to the Subsequent Closing,
     is set forth in the capitalization table set forth in Part 3.02(j) of the
     Disclosure Schedule (the "Capitalization Table"). Except as set forth in
     the Capitalization Table, Part 3.02(e) of the Disclosure Schedule or in the
     Transaction Documents, there are no outstanding securities of the Company
     or rights to acquire securities of the Company, including without
     limitation any options, warrants, rights (including conversion or
     preemptive rights and rights of first refusal), or agreements of any kind
     for the purchase or acquisition from the Company of any of its securities.

               (k) The Convertible Notes purchased on the Initial Closing Date
     by the Investors shall automatically convert into 136,476 shares of Initial
     Tranche Series B Preferred Stock immediately upon purchase pursuant to
     Section 6(c) of each Convertible Note. The other Convertible Notes issued
     by the Company prior to the Initial Closing Date shall automatically
     convert into 6,071,687 shares of Initial Tranche Series B Stock pursuant to
     Section 6(c) of each Convertible Note on the Initial Closing Date. The
     Warrants shall automatically be terminated and cancelled upon the
     Convertible Note Closing pursuant to Section 10(b) thereof. The exercise
     price of each Series A Preferred Stock Warrant and each Common Stock
     Warrant as set forth in the column marked "Strike Price" on Part 3.02(e) of
     the Disclosure Schedule is the currently effective exercise price for such
     security and has not been amended, modified, adjusted (including any
     adjustment pursuant to anti-dilution provisions) or otherwise changed.

               3.03 Subsidiaries and other Investments. Part 3.03 of the
Disclosure Schedule contains a true and complete list of each Subsidiary of the
Company and sets forth for each: (i) its name and jurisdiction of incorporation
or organization; (ii) its authorized capital stock or share capital; (iii) the
number of issued and outstanding shares of capital stock or share capital; and
(iv) the holder or holders of record of such shares. All of the issued and
outstanding membership interests of ORBCOMM LLC are owned of record and
beneficially by the Company, free and clear of all Encumbrances. Except as set
forth on Part 3.03 of the Disclosure Schedule, all of the issued and outstanding
shares of capital stock of each Subsidiary of ORBCOMM LLC are owned of record
and beneficially by ORBCOMM LLC, free and clear of


                                       15



Convertible Note and Stock Purchase Agreement

all Encumbrances. Except as set forth on Part 3.03 of the Disclosure Schedule,
all of such shares are duly authorized, validly issued, fully paid and
non-assessable and were not issued in violation of, and are not subject to, any
preemptive rights. Except as disclosed in Part 3.03 of the Disclosure Schedule,
neither the Company nor any Subsidiary of the Company owns beneficially or
otherwise, directly or indirectly, any capital stock or other securities or
other ownership interest of any Person. Neither the Company nor any Subsidiary
of the Company has any obligation to provide any funds to or invest additional
capital in any Person in which the Company or any Subsidiary of the Company
holds capital stock.

               3.04 Due Authorization; Enforceability. The Company has all
requisite power and authority (corporate or otherwise) to execute, deliver and
perform this Agreement and each of the Transaction Documents to which it is a
party and to consummate the Transactions. The execution, delivery and
performance of this Agreement and the Transaction Documents and the consummation
of the Transactions by the Company have been duly authorized by all necessary or
appropriate action (corporate or otherwise) and no other proceedings (corporate
or otherwise) are necessary to authorize this Agreement or the Transaction
Documents or to consummate the Transaction. This Agreement and those Transaction
Documents executed or delivered on or prior to the date of this Agreement
constitute, and prior to the Initial Closing the remaining Transaction Documents
required to be executed after the date of this Agreement will constitute when
executed, the valid and legally binding obligations of the Company (to the
extent each is a party) (assuming that this Agreement and the Transaction
Documents constitute the valid and binding obligations of the Investors)
enforceable against the Company, in accordance with their terms, except as
enforceability may be limited by applicable (i) bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and (ii) Laws relating to the availability of
specific performance, injunctive relief or other equitable remedies.

               3.05 No Violation. Except for filings, Consents and Permits as
are set forth in Part 3.05 of the Disclosure Schedule or that have been obtained
prior to the Initial Closing, neither the execution, delivery or performance of
this Agreement by the Company, nor the consummation by the Company of the
Transactions, will, with or without the giving of notice or lapse of time or
both: (a) violate, conflict with or result in any breach of any provision of the
Certificate of Incorporation or By-laws or similar organizational documents of
the Company or any of its Subsidiaries; (b) require any Permit of any
Governmental Entity or violate, conflict with or constitute a default under any
of the terms or requirements of any Permit that is held by the Company or any of
its Subsidiaries; or (c) result in a violation or breach of, or constitute a
default (or give rise to any rights of termination, amendment, cancellation or
acceleration) under, any of the terms, conditions or provisions of any contract
or instrument to which the Company or any of its Subsidiaries is a party or any
of their respective assets is subject; (d) violate, conflict with or result in
any breach of any Law applicable to (i) the Company or any of its Subsidiaries;
or (e) create any Encumbrance on any assets of the Company or any of its
Subsidiaries, except, in the case of clauses (b), (c), (d) and (e) above, as
would not have a Material Adverse Effect.

               3.06 Financial Statements.

               (a) The Company will have delivered to the Investors prior to the
     date of this Agreement true and correct copies of (i) an audited
     consolidated balance sheet of


                                       16



Convertible Note and Stock Purchase Agreement

     ORBCOMM LLC and its Subsidiaries as of December 31, in each of the years
     2002 and 2003, together with consolidated statements of income, and changes
     in shareholders' equity, and cash flow for the years then ended, including,
     in each case, the notes thereto and the reports of independent certified
     public accountants, (ii) an audited consolidated balance sheet of the
     Company and its Subsidiaries as of December 31, 2004, together with
     consolidated statements of income, and changes in shareholders' equity and
     cash flow for the year then ended, including, in each case, the notes
     thereto and the reports of independent certified public accountants and
     (iii) an unaudited consolidated balance sheet of the Company and its
     Subsidiaries as of March 31, June 30, September 30 and November 30, 2005
     (other than, in the case of November 30, 2005, Satcom), together with
     consolidated statements of income and changes in shareholders' equity and
     cash flow, including notes thereto, if any for each such quarterly period
     (collectively, the "Financial Statements").

               (b) The Financial Statements were prepared from and in accordance
     with the Books and Records of the Company and its Subsidiaries and/or
     ORBCOMM LLC and its Subsidiaries, as the case may be, in accordance with
     GAAP consistently applied (except as indicated in the notes thereto) and
     fairly present the financial condition, results of operations, changes in
     shareholder's equity and cash flow of the Company and its Subsidiaries
     and/or ORBCOMM LLC and its Subsidiaries, as the case may be, in all
     material respects as of and for the periods indicated or as of the
     respective dates set forth therein, subject, in the case of interim
     financial statements, to normal and recurring year-end adjustments and, if
     applicable, the absence of notes thereto and, except in the case of all of
     the year ended audited Financial Statements, for the adjustments set forth
     in Part 3.06(b) of the Disclosure Schedule (together with the corresponding
     adjustments to the notes thereto) and, in the case of the interim financial
     statements, for such adjustments as may be necessary to apply adjustments
     of a substantially similar nature as are set forth in Part 3.06(b) of the
     Disclosure Schedule with respect to the year end audited Financial
     Statements to such interim financial statements and for the absence of
     consolidating Satcom International Group plc as of November 30, 2005. For
     purposes of delivery of this representation on the Subsequent Closing Date,
     "Financial Statements" shall be deemed to refer to (i) the audited
     consolidated balance sheet of the Company and its Subsidiaries as of
     December 31, 2006 and as of December 31, 2005, together with audited
     consolidated statements of income, and changes in shareholders' equity and
     cash flow for the years then ended, including, in each case, the notes
     thereto and the reports of independent certified public accountants and
     (ii) the unaudited consolidated balance sheet of the Company and its
     Subsidiaries dated as of March 31, June 30, September 30, and December 31,
     2006 together with consolidated statements of income and changes in
     shareholders' equity and cash flow, including notes thereto, if any for
     each such quarterly period.

               (c) As of the date of this Agreement and the Subsequent Closing
     Date, as applicable, the Company and its Subsidiaries do not have any
     Liabilities of a nature required by GAAP to be reflected on a balance sheet
     or described in the footnotes thereto that were not adequately reflected or
     reserved for in the Latest Balance Sheet, except (i) as set forth in the
     Disclosure Schedule, (ii) for current liabilities incurred in the ordinary
     course of business consistent with past practice since the date of the
     Latest Balance Sheet or (iii) which, individually or in the aggregate,
     would not reasonably be expected to have a Material Adverse Effect.


                                       17


Convertible Note and Stock Purchase Agreement

               (d) The Company has delivered to the Investors true and correct
     copies of the statutory financial statements of Satcom for the year ended
     December 31, 2004 filed with the applicable Governmental Entity in the
     United Kingdom in the ordinary course of business.

               (e) On November 30, 2005, there were 111,362 billable subscriber
     communicators provisioned on the ORBCOMM system.

               3.07 Absence of Certain Changes. Except as set forth in Part 3.07
of the Disclosure Schedule or as expressly permitted by this Agreement or the
Transaction Documents, since the date of the Latest Balance Sheet, the Company
and its Subsidiaries have been operated only in the ordinary course of business
and the Company and its Subsidiaries have not suffered any Material Adverse
Effect, and no condition or event, change or development has occurred which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect. As of the date of this Agreement and the Subsequent
Closing Date, as applicable, except (i) as set forth in the Disclosure Schedule,
(ii) as reflected or reserved against on the Latest Balance Sheet or (iii) for
current liabilities incurred in the ordinary course of business consistent with
past practice since the date of the Latest Balance Sheet, the Company has no
Liabilities that individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.

               3.08 Litigation. None of the Company or any of its Subsidiaries
are subject to any Order that prevents any of them from entering into this
Agreement or consummating the Transactions, or that materially restricts the
right or ability of the Company or any of its Subsidiaries to carry on their
business as now conducted or proposed to be conducted. Except as set forth in
Part 3.08 of the Disclosure Schedule, none of the Company or any of its
Subsidiaries, or any officer or director of any such entities is a party to or
engaged in any Action, nor is there any Action, suit, proceeding, or
investigation pending or, to the knowledge of the Company or any of its
Subsidiaries, threatened against the Company or any of its Subsidiaries, or any
officer or director of any such entities, which (i) questions the validity of
this Agreement or any of the Transaction Documents, (ii) questions the right of
the Company or any officer or director of any such entities to enter into such
agreements, (iii) questions or restricts the ability of the Company, any
Subsidiary, or any officer or director of any such entities to consummate the
Transactions, or (iv) would reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect or in any
material impairment of the right or ability of the Company or any of its
Subsidiaries, taken as a whole, to carry on their business as now conducted or
proposed to be conducted. Except as set forth in Part 3.08 of the Disclosure
Schedule, none of the Company, any Subsidiary of the Company, or any officer or
director of any such entities is a party to, named in or subject to, and none of
their assets are bound by, any order, writ, injunction, judgment, or decree of
any court, government, agency, or instrumentality. Except as set forth in Part
3.08 of the Disclosure Schedule, there is no action, suit, proceeding or
investigation initiated by the Company or any Subsidiary of the Company or any
officer or director of any such entities currently pending or that the Company
or any of its Subsidiaries currently intends to initiate.

               3.09 Compliance with Laws; Permits.


                                       18



Convertible Note and Stock Purchase Agreement

               (a) Except as set forth in Part 3.09(a) of the Disclosure
     Schedule, each of the Company and its Subsidiaries is, and has been, in
     compliance in all material respects with all Laws and Orders applicable to
     them or to the conduct or operation of the Business or the ownership or use
     of any of their respective assets, except for such violations or
     non-compliance as would not individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect. Except as set forth on Part
     3.09(a) of the Disclosure Schedule, no investigation or review by any
     Governmental Entity with respect to the Company or any of its Subsidiaries
     is pending or, to the knowledge of the Company or any of its Subsidiaries,
     threatened, nor has any Governmental Entity indicated an intention to
     conduct any such investigation or review.

               (b) The Company and each of its Subsidiaries has or will have as
     of the Initial Closing and the Subsequent Closing, as applicable, all
     Permits which are required in order to conduct the Business as presently
     conducted and as it will be conducted immediately following the closing and
     to own and operate their respective properties and assets, except for such
     Permits which if not obtained or held, would not, individually or in the
     aggregate, reasonably be expected to have a Material Adverse Effect. Part
     3.09(b) of the Disclosure Schedule contains a complete and accurate list of
     material Permits held by the Company and its Subsidiaries. The Company and
     each of its Subsidiaries is in compliance with each such Permit, except
     where the failure to comply would not, individually or in the aggregate,
     reasonably be expected to have a Material Adverse Effect.

               (c) The Company is not required to register any class of its
     securities under or pursuant to the Securities Exchange Act.

               3.10 Environmental Matters. The Company and each of its
Subsidiaries are, in compliance with, and are not in violation of or liable
under, any Environmental Law, including in connection with the acquisition,
storage, handling, transportation, processing, use, disposal or recycling of any
goods or materials, whether as raw materials, work-in-process, finished goods or
otherwise, except as would not reasonably be expected to have a Material Adverse
Effect.

               3.11 Taxes.

               (a) Except as set forth on Part 3.11(a) of the Disclosure
     Schedule, all federal, state, local and foreign tax returns required to be
     filed by or on behalf of the Company and its Subsidiaries or any
     consolidated, combined, affiliated or unitary group of which the Company
     and its Subsidiaries are or have ever been a member (including without
     limitation any information returns or other statements relating to Taxes)
     have been timely filed or requests for extensions have been timely filed
     and any such extensions have been granted and have not expired. Except as
     set forth on Part 3.11(a) of the Disclosure Schedule, all Taxes with
     respect to taxable periods covered by such tax returns and all other
     material Taxes for which the Company and its Subsidiaries otherwise liable
     that are due have been paid in full (and if applicable properly withheld),
     and adequate reserves have been established in accordance with GAAP with
     respect to all unpaid Taxes that are not yet due and payable.


                                       19



Convertible Note and Stock Purchase Agreement

               (b) Except as set forth on Part 3.11(b) of the Disclosure
     Schedule, all Taxes with respect to any completed and settled audit,
     examination or deficiency litigation with any taxing authority for which
     the Company and its Subsidiaries are or might otherwise be liable have been
     paid in full or adequate reserves have been established in accordance with
     GAAP. Except as set forth on Part 3.11(b) of the Disclosure Schedule, there
     is no audit, examination, deficiency or refund Action pending or, to the
     knowledge of the Company or any of its Subsidiaries, threatened with
     respect to any Taxes and no taxing authority has given written notice of
     the commencement of any audit, examination or deficiency litigation with
     respect to any Taxes.

               (c) Except as set forth on Part 3.11(c) of the Disclosure
     Schedule, no Encumbrances for Taxes exist with respect to any of the assets
     of the Company or its Subsidiaries, except for item (ii) of the definition
     of Permitted Encumbrances.

               (d) There is no tax sharing agreement or other agreement, order
     or obligation, written or verbal, binding upon the Company or any of its
     Subsidiaries relating to the payment of federal or state income,
     withholding or other taxes, including taxes of a foreign jurisdiction.

               3.12 Employee Benefit and Labor Matters.

               (a) Neither the Company nor any of its Subsidiaries is a party to
     any contract regarding collective bargaining or other contract with any
     labor union or association representing any employee employed by the
     Company or any of its Subsidiaries or otherwise engaged in the Business,
     nor does any labor union or collective bargaining agent represent any
     employee employed by the Company or any of its Subsidiaries or otherwise
     engaged in the Business. No contract regarding collective bargaining has
     been requested by, or is under discussion between management of the Company
     or its Subsidiaries (or any management group or association of which the
     Company or its Subsidiaries is a member or otherwise a participant) and,
     any group of employees employed by the Company or its Subsidiaries or
     otherwise engaged in the Business, nor are there any representation
     proceedings or petitions seeking a representation proceeding presently
     pending against the Company or its Subsidiaries with the National Labor
     Relations Board or any other labor relations tribunal, nor are there any
     other current activities known to the Company or any of its Subsidiaries to
     organize any employees of the Company or its Subsidiaries into a collective
     bargaining unit. Except as set forth on Part 3.12(a) of the Disclosure
     Schedule, there is no unfair labor practice charge or complaint pending or,
     to the knowledge of the Company or its Subsidiaries, threatened. Except as
     set forth on Part 3.12(a) of the Disclosure Schedule, since April 23, 2001,
     there has been no labor strike, slow-down, work stoppage, arbitration,
     grievances or other work-related dispute involving the Company or any of
     its Subsidiaries or otherwise related to the Business, and no such dispute
     is now pending or, to the knowledge of the Company or any of its
     Subsidiaries, threatened against the Company or any of its Subsidiaries.

               (b) Part 3.12(b) of the Disclosure Schedule sets forth a true,
     accurate and complete list of each pension, retirement, savings, profit
     sharing, deferred compensation, medical, vision, dental and other health
     plan, disability, accident and life insurance plan,


                                       20



Convertible Note and Stock Purchase Agreement

     bonus, stock option, stock purchase, incentive and special compensation and
     other plan and each other employee benefit plan, program, and contract
     (whether written or oral) which is related to the Business and to which the
     Company or any of its Subsidiaries or any of their respective Affiliates
     contributes or is required to contribute, or which the Company or any of
     its Subsidiaries, or any of their respective Affiliates, sponsors,
     maintains or administers or which is otherwise applicable to employees or
     categories of employees of the Company or any of its Subsidiaries
     (hereinafter referred to collectively as the "Plans"). Except as set forth
     on Part 3.12(b) of the Disclosure Schedule, to the knowledge of the Company
     or any of its Subsidiaries, the Plans have been in compliance in all
     material respects with the requirements of ERISA and the Code.

               (c) Except as set forth on Part 3.12(c) of the Disclosure
     Schedule, none of the Plans is subject to Title IV of ERISA or Section 412
     of the Code.

               (d) None of the Company, any of its Subsidiaries or any of their
     Affiliates has ever sponsored, maintained, participated or contributed to
     or incurred any liability under any "multiemployer plan" (as defined in
     Section 4001(a)(3) of ERISA or a "multiple employer plan" as defined in
     Section 4.13(c) of the Code).

               (e) Except as required under Section 4980B of the Code, none of
     the Company or any of its Subsidiaries or any of their respective
     Affiliates has any obligation to provide post-retirement health benefits to
     employees of the Company or any of its Subsidiaries.

               (f) Part 3.12(f) of the Disclosure Schedule sets forth a true,
     accurate and complete list of each employment, consulting, termination,
     retention and severance contract. All such contracts are valid and
     enforceable, and no employee is in default in any material respect under
     any thereof. Except as set forth on Part 3.12(f) of the Disclosure
     Schedule, neither the execution, delivery or performance of this Agreement
     or the Transaction Documents nor the consummation of the Transactions will
     result in any obligation of the Company or any of its Subsidiaries to pay
     any employees of severance pay, or termination, retention or other
     benefits.

               3.13 Real Property Owned or Leased; Title to Assets.

               (a) Part 3.13(a) of the Disclosure Schedule contains a complete
     and accurate list of all real property owned by the Company and its
     Subsidiaries (the "Owned Property") and all real property leased,
     subleased, occupied or used by the Company and its Subsidiaries (the
     "Leased Property" and collectively with the Owned Property the "Real
     Property"), indicating in each case, the ownership, street address and use
     of each such property. The Company has previously delivered or made
     available to the Investors, true and complete copies of all deeds for the
     Owned Property.

               (b) Except as set forth in Part 3.13(b) of the Disclosure
     Schedule, and to the knowledge of the Company and its Subsidiaries, the
     Company and its Subsidiaries have good and marketable title to all of the
     Owned Property, free and clear of all Encumbrances, and are not subject to
     any rights of way, building use restrictions, exceptions, variances,
     reservations or limitations of any nature, except (i) liens for Taxes not
     yet due or payable,


                                       21



Convertible Note and Stock Purchase Agreement

     (ii) inchoate mechanic and materialmen liens for construction in progress,
     and (iii) inchoate workmen's, repairmen's, warehousemen's and carrier's
     liens arising in the ordinary course of business and minor imperfections of
     title which do not, individually or in the aggregate, materially detract
     from the value or impair the use, occupancy, value or marketability of such
     Owned Property or impair the operations of the Company and its
     Subsidiaries.

               3.14 Sufficiency and Condition of Assets.

               (a) The properties, assets and rights owned or leased by the
     Company and its Subsidiaries constitute all properties (whether real or
     personal or tangible or intangible), assets and rights necessary for the
     Company and its Subsidiaries to conduct the Business after the Closing as
     it is presently being conducted and as it will be conducted on the Closing
     Date.

               (b) The Company and its Subsidiaries have good and marketable
     title to, or a valid leasehold interest in, all of their respective
     personal property, free and clear of all Encumbrances, other than Permitted
     Encumbrances except as set forth in Part 3.14(b) of the Disclosure
     Schedule. The Facilities owned or leased by the Company and its
     Subsidiaries are in good operating condition and repair and free from any
     material defects, reasonable wear and tear excepted, and are suitable for
     the uses for which they are being used and are performing the functions for
     which they were intended.

               (c) Part 3.14(c) of the Disclosure Schedule contains a list of
     the Company's material tangible assets.

               (d) Part 3.14(d) of the Disclosure Schedule contains a list of
     (i) the location of each ground earth station (consisting of land,
     building, fixtures, improvements and telemetry, tracking and control
     equipment) and (ii) the number of satellites owned or leased by the Company
     or any Subsidiary (collectively referred to as the "Satellite and Ground
     Earth Station Assets"). Except as set forth in Part 3.14 of the Disclosure
     Schedule, the improvements to the Satellite and Ground Earth Station Assets
     and all material components used in connection therewith are in good
     operating condition and repair, reasonable wear and tear excepted, and are
     suitable for their intended purposes taking into account the satellite
     constellation as a whole and its ability to provide coverage and service to
     the Company, its customers and its business.

               3.15 Material Contracts.

               (a) Part 3.15(a) of the Disclosure Schedule identifies all of the
     following written agreements, contracts, obligations or commitments to
     which the Company or any of its Subsidiaries is a party or by which any of
     their respective properties or assets is bound or affected:

               (i) all agreements for the employment or retention of any
          officer, employee or consultant which is not terminable by, the
          Company or any of its Subsidiaries on less than 60 days' notice
          without penalty or which provides for severance or other termination
          payment to any such officer, employee or consultant if terminated
          (except as imposed by Law);


                                       22



Convertible Note and Stock Purchase Agreement

               (ii) all lease agreements pursuant to which the Company or any of
          its Subsidiaries is the lessee of, or holds or uses, or is the lessor
          of, or makes available for use, (A) any Real Property or (B) any
          machinery, equipment, vehicle or other tangible personal property,
          which has an aggregate annual future liability or receivable, as the
          case may be, in excess of $25,000 and is not terminable by the Company
          or any of its Subsidiaries by less than 60 days' notice without
          penalty;

               (iii) all agreements for the purchase by the Company or any of
          its Subsidiaries of inventory, materials, equipment, supplies or
          services (including any obligation to "take or pay" for such purchases
          or sales) which call for an aggregate consideration of more than
          $250,000 during the twelve month period ended December 31, 2005, or
          more than $500,000 over the remaining term of such contract or group
          of related contracts;

               (iv) all value added reseller agreements entered into by the
          Company or any of its Subsidiaries;

               (v) all service license agreements and country representative
          agreements entered into by the Company or any of its Subsidiaries;

               (vi) all agreements (other than those provided for in clause (iv)
          and (v) above) for the sale by the Company or any of its Subsidiaries
          or services or pursuant to which the Company or any of its
          Subsidiaries grants to any other Person a right or license to market
          or sell the services of the Company or any Subsidiary;

               (vii) all agreements relating in whole or in part to Intellectual
          Property (including any option, license or other contract under which
          the Company or any of its Subsidiaries is licensee or licensor of any
          such Intellectual Property and contracts with current or former
          employees, consultants or contractors regarding the appropriation or
          nondisclosure of any Intellectual Property) other than commercial
          software and hardware license agreements entered into in the ordinary
          course of business;

               (viii) all agreements evidencing indebtedness for borrowed money
          in an amount in excess of $50,000 and all agreements constituting
          guarantee or indemnities of obligations of third parties;

               (ix) all agreements providing for or containing any mortgage,
          pledge, security agreement, deed of trust, financing lease or similar
          instrument granting an Encumbrance upon any Real Property or personal
          property owned or used by the Company or any of its Subsidiaries;

               (x) all agreements evidencing any loans made to any Persons or to
          any officer, director or employee;


                                       23



Convertible Note and Stock Purchase Agreement

               (xi) all stockholder agreements, joint venture agreements, joint
          marketing agreements, research and development agreements, and any
          other similar contracts;

               (xii) all agreements between or among the Company or any of its
          Subsidiaries, on the one hand and any of their Affiliates, on the
          other hand;

               (xiii) all agreements containing confidentiality or
          non-disclosure obligations to or from the Company or any of its
          Subsidiaries other than those entered into in the ordinary course of
          business;

               (xiv) all agreements for the purchase or sale (through the
          acquisition of shares, assets or by merger, reorganization, or
          otherwise) of any business, corporation, partnership, joint venture,
          association or other business organization or any division, material
          assets, operating unit or product line thereof;

               (xv) all agreements which limit or purport to limit the ability
          of the Company or any of its Subsidiaries to compete in any line of
          business or with any Person or in any geographic area;

               (xvi) all agreements with any Governmental Entity;

               (xvii) all agreements containing any restrictions with respect to
          payment of dividends or any other distributions in respect of the
          capital stock of the Company or any of its Subsidiaries;

               (xviii) all agreements providing for a power of attorney to or
          from any Person;

               (xix) all open purchase orders in excess of ten thousand dollars
          ($10,000) for modems as of and since the Latest Balance Sheet; and

               (xx) all agreements which are otherwise material and is not
          described in any of the categories specified in this Section.

          Each item set forth or required to be set forth on Part 3.15(a) of the
Disclosure Schedule is referred to herein as a "Material Contract."

               (b) Each Material Contract is in full force and effect and is
     legal, valid, binding and enforceable in accordance with its terms, except
     as enforceability may be limited by (i) applicable bankruptcy, insolvency,
     reorganization, moratorium and similar laws of general application relating
     to or affecting creditors' rights and (ii) laws relating to the
     availability of specific performance, injunctive relief or other equitable
     remedies. Neither the Company nor any of its Subsidiaries is in breach or
     default of or, to the knowledge of the Company, alleged to be in breach or
     default under any Material Contract except for such breaches and defaults
     that, individually or in the aggregate would not reasonably be expected to
     have a Material Adverse Effect. Except as set forth in Part 3.15(b) of the
     Disclosure Schedule, to the knowledge of the Company and its Subsidiaries,
     the other parties thereto


                                       24



Convertible Note and Stock Purchase Agreement

     have complied in all material respects with the obligations required to be
     performed by them thereunder. Except as set forth in Part 3.15(b) of the
     Disclosure Schedule, to the knowledge of the Company and its Subsidiaries,
     no event has occurred or circumstance exists that (with or without lapse of
     time or the giving of notice) may contravene, conflict with or result in a
     violation or breach of or give the Company or any of its Subsidiaries or
     any other Person the right to declare a default or exercise any remedy
     under or to accelerate the maturity of or to cancel, terminate or modify,
     any Material Contract, except for such as, individually or in the
     aggregate, would not reasonably be expected to have a Material Adverse
     Effect. The Company and its Subsidiaries has previously delivered or made
     available to the Investors, true and complete copies of all Material
     Contracts.

               (c) The Company is not a party to any written agreement, contract
     obligation or commitment except for this Agreement, the Transaction
     Documents, the Material Contracts and such other agreements, contracts,
     obligations or commitments which are not material to the business
     operations or prospects of the Company.

               3.16 Insurance. Part 3.16 of the Disclosure Schedule contains a
true and complete list of all policies to which the Company and its Subsidiaries
are a party or which provides insurance coverage to or for the benefit of or
with respect to the Company and its Subsidiaries or any director or employee of
the Company and its Subsidiaries (the "Insurance Policies"). The Company has
previously delivered to the Investor, true and complete copies of all Insurance
Policies.

               3.17 Intellectual Property.

               (a) Part 3.17(a) of the Disclosure Schedule contains a true and
     complete list of all material registrations and applications for
     Intellectual Property owned by the Company or its Subsidiaries. In each
     case, the registration number, date of issuance or registration, and the
     title of such property is set forth in Part 3.17(a) of the Disclosure
     Schedule. The property referenced in Part 3.17(a) of the Disclosure
     Schedule, together with all designs, methods, inventions and know-how
     related thereto, and all trademarks, tradenames, service marks and
     copyrights owned by the Company or its Subsidiaries which have not been
     registered, is referred to as the "Company's Intellectual Property." Part
     3.17(a) of the Disclosure Schedule lists all material licenses held by the
     Company or its Subsidiaries authorizing the use by the Company or its
     Subsidiaries of computer software, patents, trademarks, servicemarks,
     tradenames, copyrights, trade secrets or other items of intellectual
     property used or useful to the Company's business (other than commercially
     available over-the-counter "shrinkwrap" or "clickwrap" software). Part
     3.17(a) of the Disclosure Schedule lists any material licenses, purchase
     options, or other interests held by any Person in the Company's
     Intellectual Property. There are no outstanding material options or
     agreements of any kind held or entered into by the Company or any of its
     Subsidiaries (other than the licenses listed in Part 3.17(a) of the
     Disclosure Schedule) with respect to the patents, trademarks, service
     marks, trade names, copyrights, trade secrets, licenses, information,
     proprietary rights and processes of any other person or entity.

               (b) Except as set forth in Part 3.17(b) of the Disclosure
     Schedule, all of the Intellectual Property listed on Part 3.17(a) of the
     Disclosure Schedule is currently in


                                       25



Convertible Note and Stock Purchase Agreement

     compliance with Law in all material respects (including payment of filing,
     examination, and maintenance fees and proofs of working or use), and is not
     subject to any maintenance fees or Taxes or actions falling due within
     ninety days after the Initial Closing Date or the Subsequent Closing Date,
     as applicable.

               (c) Except as set forth in Part 3.17(c) of the Disclosure
     Schedule, no Intellectual Property owned by the Company or any of its
     Subsidiaries or in which the Company or any of its Subsidiaries has any
     rights has been or is now involved in any interference, reissue,
     reexamination, or opposition proceeding.

               (d) Except as set forth in Part 3.17(d) of the Disclosure
     Schedule, to the knowledge of Company and its Subsidiaries, no Intellectual
     Property owned by the Company or any of its Subsidiaries is being infringed
     by any third party. Except as set forth in Part 3.17(d) of the Disclosure
     Schedule, none of the Company or any of its Subsidiaries has received
     written notice that any products manufactured and sold, or any process or
     know-how used, by the Company and its Subsidiaries infringes any
     Intellectual Property rights or other proprietary right of any other
     Person.

               (e) The Company and its Subsidiaries have taken reasonable
     security measures to protect the secrecy, confidentiality, and value of its
     Intellectual Property.

               3.18 Customers. Part 3.18 of the Disclosure Schedule sets forth a
list of the twenty most significant customers in terms of revenues to the
Company and its Subsidiaries during the twelve month period ended September 30,
2005, showing the approximate total revenues of the Company and its Subsidiaries
from each customer during the period then ended. Except to the extent set forth
in Part 3.18 of the Disclosure Schedule, none of the Company or any of its
Subsidiaries have received any notice or have any reason to believe that any
significant customer of the Company or its Subsidiaries has ceased, or will
cease, to use the products, equipment, goods or services of the Company or its
Subsidiaries, or has substantially reduced or will substantially reduce, the use
of such products, equipment, goods or services at any time. No purchase order
listed on Part 3.15(a) of the Disclosure Schedule has been cancelled or reduced,
and the Company and its Subsidiaries, to the knowledge of the Company, have not
been notified of any reason that any purchaser will not fully perform and pay
the purchase price pursuant thereto.

               3.19 Disclosure.

               (a) No representation or warranty of the Company in this
     Agreement and no statement contained in any Transaction Document contains
     any untrue statement of a material fact or omits to state a material fact
     necessary to make the statements made herein or therein, in light of the
     circumstances under which they were made, not misleading.

               (b) No notice given pursuant to Section 5.02 will contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made therein, in light of the
     circumstances under which they were made, not misleading.

               3.20 Transactions With Affiliates. Except as set forth on Part
3.20 of the Disclosure Schedule or as set forth in the notes to the Financial
Statements, there are no


                                       26



Convertible Note and Stock Purchase Agreement

contracts, agreements or commitments between (a) the Company or (b) any of its
Subsidiaries, on the one hand, and any other respective Affiliates, on the other
hand. Except as set forth on Part 3.20 of the Disclosure Schedule or as set
forth in the Notes to the Financial Statements, since January 1, 2004, all
transactions and business dealings between the Company and its Subsidiaries, on
the one hand, and any of their Affiliates, on the other hand, have been on an
arms-length basis and on substantially prevailing market terms. For purposes of
this Section 3.20, the term "Affiliates" shall be deemed to include (but not be
limited to) any company in which any member, former member, executive officer or
director of the Company or any Subsidiary of the Company holds a five percent
(5%) or greater equity interest, individually or in combination with other
executive officers or directors of the Company.

               3.21 Brokers or Finders. Except for UBS Securities LLC, L&L
Capital Partners LLC and Certified Advisory Corp., neither the Company nor any
of its Subsidiaries nor any of its or their respective Representatives has
incurred any Liability payable by the Company or any of its Subsidiaries for
brokerage or finders' fees or agents' commissions or other similar payment in
connection with the negotiation, preparation, delivery or execution of this
Agreement or the consummation of the Transactions, nor is there any basis, to
the knowledge of the Company, for any such fee, commission or similar payment to
be claimed by any Person.

               3.22 Registration Rights. Except as provided in the Registration
Rights Agreement, the Company is not under any obligation to and has not granted
any rights to register under the Securities Act any of its presently outstanding
securities or any of its securities that may subsequently be issued.

               3.23 Employee Matters. As of the date hereof, the Company employs
79 full-time employees and zero part-time employees and engages seven
consultants or independent contractors. Part 3.23 of the Disclosure Schedule
sets forth a detailed description of all compensation, including salary, bonus,
and deferred compensation paid or payable for each officer, employee, consultant
and independent contractor of the Company who received compensation in excess of
$200,000 for the fiscal year ended December 31, 2004 or is anticipated to
receive compensation in excess of $200,000 for the fiscal year ending December
31, 2005.

               3.24 Side Letters. Except as set forth on Part 3.24 of the
Disclosure Schedule and other than the Transaction Documents, neither the
Company, any of its Subsidiaries or any of their Affiliates has any written
understandings, arrangements, or agreements with any stockholder of the Company.

               3.25 FCC/Regulatory Matters.

               (a) The Company and its Subsidiaries have all licenses, permits,
     certificates, franchises, consents, waivers, registrations or other
     regulatory authorizations from each Governmental Entity that regulates
     telecommunications in each applicable jurisdiction, including without
     limitation, (i) the appropriate foreign Governmental Entities (together
     with any renewals, extensions, or modifications thereof and any additions
     thereto made as of the Closing Date, the "Foreign Licenses"); and (ii) the
     FCC (together with any renewals, extensions or modifications thereof and
     any additions thereto made as of the Closing Date, the "FCC Licenses") in
     each case that are required for the conduct of the


                                       27



Convertible Note and Stock Purchase Agreement

     business of the Company and its Subsidiaries as presently conducted, except
     for Communications Licenses which if not obtained or held, would not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect. Authorizations held by the Company's or any of its
     Subsidiaries' Regional Licensees, Country Representatives, Subscriber
     Communicator Manufacturers, U.S. Value Added Resellers, or International
     Value Added Resellers are referred to as "Third Party Licenses." The FCC
     Licenses, Foreign Licenses and Third Party Licenses are hereafter
     collectively referred to as the "Communications Licenses." All of the
     Communications Licenses held by the Company and any Subsidiary are set
     forth in Schedule Part 3.09(b).

               (b) Each of the FCC Licenses and Foreign Licenses, and, to the
     knowledge of the Company, the Third Party Licenses, was duly issued, is
     valid and in full force and effect, has not been suspended, canceled,
     revoked or modified in any materially adverse manner and is not subject to
     conditions or requirements that are not generally imposed on such
     authorizations.

               (c) Each holder of an FCC License and Foreign License and, to the
     knowledge of the Company, a Third Party License, has operated in compliance
     with all terms thereof; and each holder of a Communications License is in
     compliance with, and the conduct of its business has been and is in
     compliance with, the Communications Act and any applicable non-U.S.
     regulations, and each such holder has filed all registrations and reports
     and paid all required fees, including any renewal applications, required by
     the Communications Act, any non-U.S. laws or regulations, except for such
     noncompliance which would not, individually or in the aggregate, reasonably
     be expected to have a Material Adverse Effect.

               (d) There is no pending or, to the knowledge of the Company,
     threatened action by or before the FCC or any foreign Governmental Entity
     to revoke, cancel, suspend, modify or refuse to renew any of the FCC
     Licenses or Foreign Licenses, or, to the knowledge of the Company (without
     any obligation to make a present inquiry or investigation), any of the
     Third Party Licenses, and there is not now issued, outstanding or, to the
     knowledge of the Company, threatened, any notice by the FCC or any foreign
     Governmental Entity of any violation or complaint, or any application,
     complaint, or proceeding (other than applications, proceedings, or
     complaints that generally affect the Company's industry as a whole)
     relating to the business or operations of the Company or any Subsidiary or,
     to the knowledge of the Company, the business or operations of any holder
     of a Third Party License.

               (e) No event has occurred which permits the revocation or
     termination of any material FCC License or Foreign License or the
     imposition of any restriction thereon, or that would prevent any FCC
     License or Foreign License from being renewed on a routine basis or in the
     ordinary course.

               (f) The execution, delivery and performance of this Agreement and
     the other Transaction Documents, the consummation of the transactions
     contemplated thereby, and the issuance and delivery of the Convertible
     Notes and the Shares at the Initial Closing and the Subsequent Closing do
     not require any registration, filing, application or notice by the Company
     to the FCC or any foreign Governmental Entity, or any transfer, consent,


                                       28



Convertible Note and Stock Purchase Agreement

     approval, audit, qualification, waiver or other action of any kind by the
     FCC or any foreign Governmental Entity, except that in the subsequent
     applications filed with the FCC it may be necessary to disclose any
     shareholders owning of record or voting ten (10) percent or more of the
     voting stock of the Company.

               (g) The issuance and sale of the Convertible Notes and the Shares
     on the date hereof by the Company and the compliance by the Company with
     all of the provisions of this Agreement and the consummation of the
     transactions contemplated thereby, do not and will not result in any
     violation of the provisions of (a) the Communications Act or (b) any order
     or decree of the FCC.

               (h) Part 3.25(h) of the Disclosure Schedule contains a summary of
     the status of frequency registration at the International
     Telecommunications Union, including the frequency bands covered and any
     system that may claim priority for any frequency bands in use by the
     Company or any Subsidiary. To the knowledge of the Company, no person or
     entity has asserted that it has rights to operate a spacecraft in a manner
     that would result in interference with respect to any satellite operated by
     the Company or any Subsidiary or any satellite for which the Company or any
     Subsidiary has applied for a Communications License. To the knowledge of
     the Company, there are no asserted disputes with any third party
     (including, but not limited to, the FCC or any foreign Governmental Entity)
     with respect to the Company or any Subsidiary's continued ability to
     utilize any satellite in the manner that such satellite has been used in
     connection with the business of the Company and any Subsidiary to date.

               3.26 ITAR Matters.

               (a) ORBCOMM LLC's ITAR Registration, identified in Part 3.26 if
     the Disclosure Schedule, is presently in full force and effect in
     accordance with 22 C.F.R. Section 122, with the next renewal submission due
     on or before June 30, 2006;

               (b) The Company is the holder of 4 approved and active ITAR
     export authorizations, one approved but inactive ITAR export authorization
     and have now pending 2 additional export authorization requests, as
     identified in Part 3.26 of the Disclosure Schedules;

               (c) The ORBCOMM LLC ITAR Registration and the ORBCOMM LLC ITAR
     authorization and pending ITAR submissions listed in Part 3.26(a) of the
     Disclosure Schedule constitute the only licenses, permits, and
     authorizations presently required under ITAR to facilitate ORBCOMM's
     conduct of business, as such business has been conducted to date, other
     than such licenses, permits and authorizations which if not obtained or
     held, would not, individually or in the aggregate, reasonably be expected
     to have a Material Adverse Effect;

               (d) There is no proceeding, complaint or investigation against
     the Company or any of its Subsidiaries with respect to the Company's or any
     of its Subsidiary's ITAR compliance, pending or overtly threatened in
     writing by or before the Department of State Office of Defense Trade
     Controls, other than proceedings affecting the satellite industry


                                       29



Convertible Note and Stock Purchase Agreement

     generally, which, if determined adversely to the Company or any of its
     Subsidiaries could reasonably be expected to have a Material Adverse
     Effect; and

               (e) The execution, delivery and performance this Agreement and
     the other Transaction Documents, the consummation of the transactions
     contemplated thereby, and the issuance and delivery of the Convertible
     Notes and the Shares at the Initial Closing and the Subsequent Closing does
     not violate any applicable provision of ITAR.

               3.27 Minute Books. The minute books of the Company made available
to the Investors or their Representatives contain true and complete copies of
(i) minutes of all formal meetings of directors and stockholders since January
1, 2004 (and reflect all resolutions adopted at such meetings referred to in
such minutes accurately in all material respects) and (ii) all resolutions of
stockholders or directors adopted by written consent.

Except as expressly set forth herein or in the other Transaction Documents, the
Company and ORBCOMM LLC makes no representation or warranty, express or implied,
at equity, common law, by statute or otherwise.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

               Each Investor hereby severally, and not jointly, represents and
warrants to the Company as follows:

               4.01 Organization and Good Standing. Such Investor is a
corporation or entity, duly incorporated or formed, validly existing and in good
standing under the laws of its jurisdiction of incorporation or formation and
has all requisite power and authority (corporate or otherwise) to conduct its
business in the manner in which it is presently being conducted, except where
the failure to be so organized, existing, and in good standing or to have such
power or authority would not prevent the consummation of the Transactions by
such Investor.

               4.02 Due Authorization; Enforceability. Such Investor has all
requisite power and authority (corporate or otherwise) to execute, deliver and
perform, this Agreement and the Transaction Documents to which it is a party and
to consummate the Transactions. The execution, delivery and performance of this
Agreement and the Transaction Documents to which it is a party and the
consummation of the Transactions by such Investor has been duly authorized by
all necessary or appropriate action and no other proceedings are necessary to
authorize this Agreement or the Transaction Documents to which it is a party or
to consummate the Transactions. This Agreement and those Transaction Documents
to which it is a party executed or delivered on or prior to the date of this
Agreement constitute, and prior to the Initial Closing, the remaining
Transaction Documents to which it is a party required to be executed after the
date of this Agreement will constitute when executed, the valid and legally
binding obligations of the Investor (assuming that this Agreement and the
Transaction Documents to which it is a party constitute the valid and binding
obligations of the Investor), enforceable against such Investor in accordance
with their terms except as enforceability may be limited by applicable (i)
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
applicability relating to or


                                       30



Convertible Note and Stock Purchase Agreement

affecting creditors' rights and (ii) Laws relating to the availability of
specific performance, injunctive relief or other equitable remedies.

               4.03 No Violation. Except for filings, Consents and Permits as
are set forth in Part 4.03 of the Disclosure Schedule, neither the execution,
delivery or performance of this Agreement by the Investor nor the consummation
of the Transactions will, with or without the giving of notice or lapse of time
or both (i) violate, conflict with or result in any breach of any provision of
the Certificate of Incorporation or By-laws or similar organizational documents
of such Investor; (ii) require any Permit or Consent of any Governmental Entity
to which the Investor is subject (except where the failure to obtain such
Permits or Consents would not prevent the consummation of the Transactions);
(iii) result in a violation or breach of, or constitute a default (or give rise
to any right of termination, amendment, cancellation or acceleration) under any
contract of such Investor or to any other obligation of such Investor; (iv)
violate, conflict with or result in any breach of any Order or Law applicable to
such Investor, except, in the cases of subparagraphs (iii) and (iv) for such
violations, breaches and defaults which do not, individually or in the
aggregate, prevent the consummation of the Transactions by such Investor.

               4.04 Investment Intent.

               (a) Such Investor is acquiring the Convertible Notes and Shares
     solely for its own account for investment, and not with a view to
     distribution, resale, subdivision or fractionalization thereof in violation
     of applicable securities laws, and such Investor has no present plans to
     enter into any contract, undertaking, agreement or arrangement for the
     distribution, resale, subdivision or fractionalization of the Convertible
     Notes and Shares.

               (b) Such Investor understands that the Convertible Notes and
     Shares are being offered and sold pursuant to an exemption from
     registration provided by Section 4(2) of the Securities Act and the
     provisions of Rule 506 of Regulation D thereunder. Such Investor (i) is an
     "accredited investor" as that term is defined in Rule 501(a) of Regulation
     D under the Securities Act; (ii) has the financial ability to bear the
     economic risk of such Investor's investment in the Company (including the
     complete loss of its investment); (iii) has adequate means of providing for
     its current needs and contingencies and has no need for liquidity with
     respect to its investment in the Company and (iv) has not taken any action
     which would be encountered with or prevent compliance with the requirements
     of Rule 506 under Regulation D.

               (c) To the knowledge of such Investor, the Company has made
     available to such Investor and/or its attorney and/or its accountant and/or
     its representative all agreements, documents, books, records and reports
     that it or they have requested relating to an investment in the Company.
     Such Investor and/or its attorney and/or its accountant and/or its
     representative all have had an opportunity to ask questions of and receive
     answers from the Company, or a person or persons acting on its behalf,
     concerning the terms and conditions of this investment. The foregoing,
     however, does not limit or modify the representations or warranties of the
     Company expressly set forth in Section 3 of this Agreement (as modified by
     the Disclosure Schedule) or the right of the Investors to rely thereon.


                                       31



Convertible Note and Stock Purchase Agreement

               4.05 Brokers or Finders. Neither such Investors nor any of its
Representatives have incurred any Liability for brokerage or finders' fees or
agents' commissions or other similar payment in connection with the negotiation,
preparation, delivery or execution of this Agreement or the consummation of the
Transaction, nor is there any basis, to the knowledge of such Investor, for any
such fee, commission or similar payment to be claimed by any Person.

               4.06 Liability to Co-Investors. Such Investor acknowledges that
it is not relying upon any other Investor in making its investment or decision
to invest in the Company. Such Investor has had the opportunity to request and
obtain from the Company all the information such Investor considers necessary or
appropriate for deciding whether to purchase the Shares. No Investor, nor the
respective controlling persons, officers, directors, partners, agents or
employees of any such Investor, shall be liable to any other Investor in
connection with the information shared among Investors in connection with the
transactions described herein.

                                   ARTICLE V

                            COVENANTS OF THE COMPANY

               5.01 Consents and Approvals. Promptly after the date of this
Agreement, the Company will, and will cause its Subsidiaries to, (a) make all
filings required by Law to be made by it or them in connection with the
Transactions, (b) cooperate with the Investors with respect to all filings that
the Investors elect to make or are required by Law or this Agreement to make in
connection with the Transactions and (c) use commercially reasonable efforts to
obtain all Consents, Permits and Orders of all Persons required to be obtained
in connection with the execution, delivery and performance of this Agreement and
the consummation of the Transactions, including all Consents set forth on Parts
3.05, 3.15 and 4.03 of the Disclosure Schedule.

               5.02 Notice of Certain Events. From the date of this Agreement
until the Subsequent Closing Date (or termination of the Company's obligation to
consummate the Subsequent Closing), the Company will promptly notify the
Investors in writing of (i) any notice or other communication from any Person
alleging that the Consent of such Person is or may be required in connection
with the execution, delivery or performance of this Agreement or any Transaction
Document or the consummation of the Transactions; (ii) any notice or other
communication from any Governmental Entity in connection with the Transactions;
(iii) any Actions or investigations commenced or, to the knowledge of the
Company, threatened against, relating to or involving or otherwise affecting the
Company or its Subsidiaries which could reasonably be likely to have a Material
Adverse Effect; (iv) any Order or notification relating to any material
violation or claimed violation of Law involving or otherwise affecting the
Company or any of its Subsidiaries; and (v) any failure of the Company or any of
its Subsidiaries to comply with or satisfy any covenant, condition or agreement
to be complied with or satisfied by it hereunder.

               5.03 Use of Proceeds. The proceeds from the sale of the Shares
hereunder shall be used (i) to pay costs associated with launching new
satellites, and expanding and upgrading ground infrastructure, (ii) to pay all
the accrued and unpaid dividends on the Company's Series A Preferred Stock
through and including the Initial Closing Date, (iii) to


                                       32



Convertible Note and Stock Purchase Agreement

purchase from Sagamore Hill Hub Fund, Ltd., and its affiliates ("Sagamore"), up
to all of the shares of the Company's Series A Preferred Stock held by Sagamore
as of the Initial Closing Date at a price per share not to exceed $2.84 per
share plus accrued dividends thereon, and (iv) for working capital and other
general corporate purposes of the Company and its Subsidiaries. Part 5.03 of the
Disclosure Schedule sets forth the expected use of the proceeds with respect to
the uses in clause (i) above from the sale of the Convertible Notes and Shares
hereunder.

               5.04 FCC Matters. As soon as practicable, and in any event within
thirty (30) Business Days after the date hereof, the Company shall make, or
shall cause its Subsidiaries to make, a filing with or application to the FCC to
ensure that the FCC's records reflect the 10% or greater shareholders of the
Company and clarification of the entities controlling the Company and any
Subsidiary.

               5.05 Further Assurances. From and after the date of this
Agreement until the Subsequent Closing Date (or termination of the Company's
obligation to consummate the Subsequent Closing), the Company shall, and shall
cause each of its Subsidiaries to, use commercially reasonable efforts to take
promptly or cause to be taken, all actions, and do promptly, or cause to be
done, all actions necessary, proper and advisable to cause the conditions set
forth in Article X hereof to be satisfied; provided, however that the Company
shall not be required to take any action by this Section 5.05 that would prevent
the Company from consummating a Qualified Public Offering or Qualified Sale.

               5.06 Conduct. From and after the date of this Agreement until the
Subsequent Closing Date (or termination of the Company's obligation to
consummate the Subsequent Closing), the Company shall not, and shall cause each
of its Subsidiaries (other than SATCOM or ORBCOMM Europe) not to, issue any
equity securities (other than in a Qualified Public Offering) if the primary
purpose of such issuance is to raise capital for the Company or any of its
Subsidiaries. For the avoidance of doubt, the issuance of equity securities by
the Company (i) pursuant to a employee stock option plan, directors arrangement
or employment or consulting agreement or (ii) to vendors or financial
institutions in connection with contracts or credit facilities, shall not be
deemed to be for the primary purpose of raising capital.

               5.07 Delivery of Audited 2006 Financial Statements. The Company
shall use commercially reasonable efforts to deliver to Investors the Audited
2006 Financial Statements as soon as reasonably practicable after the December
31, 2006.

               5.08 Chief Operating Officer. The Company shall use its
commercially reasonable efforts to hire a Chief Operating Officer as soon as
reasonably practicable following the date of this Agreement.

               5.09 Directors and Officers Insurance. The Company shall use
commercially reasonable efforts to obtain Directors and Officers Insurance
reasonably satisfactory to Investors (with a coverage amount of not less than
$10,000,000) as soon as reasonably practicable following the date of this
Agreement (and in any event within 90 days following the date of this
Agreement).


                                       33



Convertible Note and Stock Purchase Agreement

                                   ARTICLE VI

                             COVENANTS OF INVESTORS

               6.01 Cooperation by the Investors. From the date of this
Agreement until the Subsequent Closing Date (or termination of the Investor's
obligation to consummate the Subsequent Closing), the Investors will use
commercially reasonable efforts to cooperate with the Company (i) to secure all
Consents and Permits from Persons identified in Part 3.05, 3.09(a) and 4.03 of
the Disclosure Schedule; (ii) to obtain any required FCC approval; and (iii)
with respect to all filings required to be made by the Company pursuant to Law
in connection with the Transactions.

                                  ARTICLE VII

                            COVENANTS OF THE PARTIES

               7.01 Reasonable Efforts.

               (a) Each party will use commercially reasonable efforts to cause
     all conditions precedent to its obligations to consummate the Transactions
     (upon the terms and conditions set forth in Articles VIII, IX and X, as
     applicable, to the Investors and the Company) to be satisfied provided,
     however that the parties shall not be required to take any action by this
     Section 7.01 that would prevent the Company from consummating a Qualified
     Public Offering or Qualified Sale.

               (b) In furtherance and not in limitation of the covenants of the
     parties contained in this Section 7.01, each party agrees to use
     commercially reasonable efforts to address such objections, if any, as may
     be asserted with respect to the transactions contemplated hereby under the
     Communications Act of 1934, as amended, any rule, regulation or policy of
     the FCC, and/or any statute, rule, regulation or policy of any other
     Governmental Entity with respect to the operation of channels of radio
     communication and/or the provision of communications services
     (collectively, "Communications Regulation"). In connection with the
     foregoing, each party agrees to cooperate and use commercially reasonable
     efforts to assist in any defense by any other party hereto of the
     transactions contemplated by this Agreement before any Governmental
     Authority reviewing the transactions contemplated by this Agreement,
     including by promptly providing such information as may be reasonably
     requested by such Governmental Authority or such assistance as may be
     reasonably requested by the other party hereto in such defense.

               (c) If any objections are asserted with respect to the
     transactions contemplated hereby under any Communications Regulation or if
     any suit is instituted by any Governmental Authority or any private party
     challenging any of the transactions contemplated hereby as violative of any
     Communications Regulation, the parties shall use commercially reasonable
     efforts to resolve any such objections or challenge as such Governmental
     Authority or private party may have to such transactions under such law so
     as to permit consummation of the transactions contemplated by this
     Agreement. In furtherance of the parties' obligations under this Section
     7.01, the Investors and the Company shall be required to (and, to the
     extent required by any Governmental Entity, shall cause any


                                       34



Convertible Note and Stock Purchase Agreement

     Subsidiary to), propose, negotiate, commit to and enter into one or more
     settlements, undertakings, conditions, consent decrees, stipulations and
     other agreements with or to one or more Governmental Entity (each, a
     "Settlement") in connection with the transactions contemplated by this
     Agreement (including obtaining the requisite consent of such Governmental
     Entity); provided, however, that none of the parties nor any of their
     affiliates shall be required to take (or direct the taking of) any of the
     foregoing actions or any other action contemplated by this Section 7.01
     that would reasonably be expected to have a Material Adverse Effect.

               7.02 Further Assurances. From time to time after the Initial
Closing and the Subsequent Closing, the Company and the Investors will, at the
other's reasonable request, and at the requesting party's expense, execute and
deliver such instruments of transfer, conveyance, assignment and assumption, in
addition to those delivered at the Initial Closing and the Subsequent Closing,
and take such other action as any of them may reasonably request in order to
evidence the consummation of the Transactions.

               7.03 Representation and Warranties. None of the Company or any of
the Investors will take or omit to take any action, the effect of which could
reasonably be expected to cause any of its representations and warranties made
herein to be inaccurate on the Initial Closing Date or the Subsequent Closing
Date, as the case may be.

               7.04 Public Announcements. No press release or announcement
concerning the Transactions will be issued by any party without the prior
consent of the other parties, except as such release or announcement may be
required by Law, in which case the party required to make the release or
announcement will, to the extent practicable, allow the other party reasonable
time to comment on such release or announcement in advance of such issuance.

               7.05 Confidentiality.

               (a) If the Transactions are not consummated, the parties will
     remain obligated under the Confidentiality Agreements.

               (b) The Confidentiality Agreements will be deemed terminated at
     and as of the Initial Closing, and the Company and each of the Investors
     agree that, from and after the Initial Closing, to protect all of the
     disclosing party's Confidential Information as confidential and proprietary
     information and, except with the prior written consent of the disclosing
     party or as otherwise specifically provided herein, shall not disclose,
     copy or distribute such Confidential Information to any other Person;
     provided that the Investors may disclose information on a confidential
     basis to their Representatives and Affiliates.

               (c) It shall not be deemed a breach of this Agreement if the
     receiving party produces the Confidential Information under order of a
     court of competent jurisdiction or a valid administrative, arbitral or
     congressional subpoena, provided that the receiving party promptly notifies
     the disclosing party of such event so that the disclosing party may seek an
     appropriate protective order.

               (d) The receiving party shall not make any use of the disclosing
     party's Confidential Information for its own benefit or for the benefit of
     any other Person.


                                       35


Convertible Note and Stock Purchase Agreement

               (e) The receiving party shall not disclose all or any part of the
     disclosing party's Confidential Information to any Representative of the
     receiving party except on a need-to-know basis. The receiving party agrees
     to inform any of its Representatives who receive the disclosing party's
     Confidential Information of the confidential and proprietary nature thereof
     and of such Representative's obligations with respect to the maintenance of
     such Confidential Information in conformance with the terms of this
     Agreement.

               (f) The receiving party shall use the same degree of care to
     protect the confidentiality of the Confidential Information disclosed to it
     as it uses to protect its own Confidential Information, but in all events
     shall use at least a reasonable degree of care. Each party represents that
     such degree of care provides adequate protection for its own proprietary
     information.

               (g) The receiving party shall immediately advise the disclosing
     party in writing of any misappropriation or misuse by any person of the
     disclosing party's Confidential Information of which the receiving party is
     aware.

               (h) All Confidential Information that is furnished by or on
     behalf of the disclosing party, including, without limitation, any copies
     of such materials, shall be promptly returned by the receiving party to the
     disclosing party upon written request by the disclosing party for any
     reason. Any documents or materials prepared by or on behalf of the
     receiving party (including, without limitation, reports, memoranda, notes,
     files or analyses, whether in written or electronic form) which contain
     Confidential Information, including all copies, shall promptly be destroyed
     by the receiving party upon written request by the disclosing party for any
     reason. Such destruction shall be certified by an officer of the receiving
     party.

               7.06 Supplements to Disclosure Schedule. The Company may, from
time to time after the Initial Closing Date and prior to the Subsequent Closing
Date, by written notice to the Investors, supplement or amend the Disclosure
Schedule (or the Agreement solely to add an appropriate reference to the
Disclosure Schedule) solely for the purposes of the representations and
warranties made by the Company and/or ORBCOMM LLC on and as of the Subsequent
Closing (a) disclose or correct any matter, condition, event or circumstance
occurring or arising after the date of this Agreement necessary or appropriate
to make any representation or warranty of the Company or ORBCOMM LLC in this
Agreement true and correct or (b) disclose or correct any matter, condition,
event or circumstance occurring or arising prior to the date of this Agreement
necessary or appropriate to make any representation or warranty of the Company
in this Agreement that is qualified "to the knowledge" of the Company true and
correct (but only to the extent the Company and/or ORBCOMM LLC did not have
knowledge thereof on the date of this Agreement and only to the extent the
matter, condition, event or circumstances described in such disclosure would not
have a Material Adverse Effect). With respect to any matter disclosed on such
supplements or amendments that is, in each case, necessary or appropriate to
make any representation or warranty true and correct, for all purposes of this
Agreement (including Articles III, X and XII) the Disclosure Schedule shall be
deemed to have been supplemented and amended to include such matters disclosed
on such supplements or amendments for purposes of the Subsequent Closing only,
and any claims with respect to such matters as they relate to the Subsequent
Closing shall be deemed to be waived by the


                                       36



Convertible Note and Stock Purchase Agreement

indemnified parties and the indemnified parties shall not be entitled to make
any claims with respect thereto. For the avoidance of doubt, such supplements or
amendments shall in no way reduce the liability of the Company and/or ORBCOMM
LLC for representations and warranties made on the date of this Agreement or the
Initial Closing Date.

               7.07 Application of Series A Dividends. Each party agrees and
acknowledges that SES Global Participations SA and Ridgewood Satellite LLC may
use proceeds from the payment of the accrued dividends on the Series A Preferred
Stock to purchase an amount not to exceed 446,650 shares and 334,988 shares of
Series B Preferred Stock, respectively, at a purchase price of $4.03 per share,
so long as such purchase is consummated within 5 days of the payment of such
accrued dividends by the Company (which payment of accrued dividends shall occur
no later than January 6, 2006). So long as all the conditions set forth in this
Section 7.07 are satisfied, this Section 7.07 shall evidence the consent and
approval of the Investors under the provisions of 6(a)(iv) of the Restated
Certificate with respect to the issuance of Series B Preferred Stock described
in the prior sentence.

                                  ARTICLE VIII

                    CONDITIONS TO THE OBLIGATIONS OF COMPANY

          The Company's obligations under this Agreement and the Transaction
Documents to each Investor are subject to the satisfaction, at or prior to the
Initial Closing and the Subsequent Closing, as the case may be, of each of the
following conditions (any of which may be waived by the Company, in writing, in
whole or in part):

               8.01 Representation, Warranties and Covenants. The
representations and warranties made by such Investor in this Agreement and the
Transaction Documents (x) that are qualified as to materiality will be true and
correct in all respects and (y) that are not qualified as to materiality will be
true and correct in material respects, in each case as of the date of this
Agreement and on the Initial Closing Date or the Subsequent Closing Date, as the
case may be, with the same effect as if made on and as of each such date
(provided, however, that such representations which are made as of a specific
date shall be so true and correct as of such date).

               (a) Such Investor will have performed in all material respects
     each of its covenants and agreements required to be performed by it
     pursuant to this Agreement and the Transaction Documents on or prior to the
     Initial Closing or the Subsequent Closing Date, as the case may be.

               (b) The Company will have received a certificate from such
     Investor, executed by an officer of such Investor, dated as of the Initial
     Closing Date or the Subsequent Closing Date as the case may be, reasonably
     satisfactory to the Company and its counsel, certifying that the conditions
     set forth in this Section 8.01 have been fulfilled in all material
     respects.

               8.02 Governmental Consents. All Consents and Permits of all
Persons required to be obtained prior to the Initial Closing and the Subsequent
Closing, as the case may be, in connection with the execution, delivery and
performance of this Agreement and the Transaction Documents shall have been
obtained in form and substance reasonably satisfactory


                                       37



Convertible Note and Stock Purchase Agreement

to the Company and its counsel and will be in full force and effect, including
the applicable Consent and Permits, if any, set forth on Part 3.05 and 4.03 of
the Disclosure Schedule and any approval required under the HSR Act or by the
FCC.

               (a) No order from any Governmental entity, or part thereof,
     challenges or seeks to prohibit or limit the ownership or operation of all
     or any portion of the Business or assets of the Company or ORBCOMM LLC or
     the Shares.

               8.03 No Injunction. There will not be in effect any Law or Order
issued by any court of competent jurisdiction or other Governmental Entity that
restrains or prohibits the consummation of the Transactions; provided, however,
that if such Order is in effect the Company will use commercially reasonable
efforts to have any such Order vacated or reversed.

               8.04 Other Agreements. Such Investor shall have delivered to the
Company the Second Amended and Restated Preferred Stock Voting Agreement, dated
December 30, 2005 in the form attached as Exhibit D and the Second Amended and
Restated Registration Rights Agreement, dated December 30, 2005 in the form
attached as Exhibit B, in each case duly executed by such Investor, on or prior
to the Initial Closing.

               8.05 No Qualified Public Offering or Qualified Sale. Since the
date of this Agreement, there shall not have occurred a Qualified Public
Offering or Qualified Sale.

               8.06 Change of Control. With respect to the Subsequent Closing
only, since the Initial Closing Date, there shall not have occurred a Change of
Control.

                                   ARTICLE IX

         CONDITIONS TO THE OBLIGATIONS OF INVESTORS WITH RESPECT TO THE
                                 INITIAL CLOSING

          Each Investor's obligations under this Agreement and the Transaction
Documents are subject to the satisfaction at or prior to each of the Convertible
Note Closing and the Initial Share Closing, of each of the following conditions.

               9.01 Representations, Warranties and Covenants.

               (a) The representations and warranties made by the Company and
     ORBCOMM LLC in this Agreement and the Transaction Documents (x) that are
     qualified as to materiality will be true and correct in all respects and
     (y) that are not qualified as to materiality will be true and correct in
     all material respects, in each case as of the date of this Agreement and on
     the Initial Closing Date, with the same effect as if made on and as of each
     such date (provided, however, that such representations which are made as
     of a specific date shall be so true and correct as of such date).

               (b) Each of the Company and ORBCOMM LLC will have performed in
     all material respects each of the covenants and agreements required to be
     performed by it pursuant to this Agreement and the Transaction Documents on
     or prior to the Initial Closing.


                                       38



Convertible Note and Stock Purchase Agreement

               (c) The Investors will have received the following certificates:

                    (i) a certificate executed by an officer of the Company,
          dated as of the Initial Closing Date, reasonably satisfactory to the
          Investors and their counsel, certifying that the conditions set forth
          in this Article IX have been fulfilled;

                    (ii) a certificate of the Secretary of the Company
          certifying copies of the Certificate of Incorporation and Bylaws of
          the Company, and certifying a copy of all corporate resolutions
          required in connection with the transactions contemplated in this
          Agreement and the Transaction Documents; and

                    (iii) a certificate of Good Standing from the Delaware
          Secretary of State for the Company and ORBCOMM LLC.

               9.02 Consents.

               (a) Consents and Permits of all Persons required to be obtained
     prior to the Initial Closing in connection with the execution, delivery and
     performance of this Agreement and the Transaction Documents by the Company
     and its Subsidiaries shall have been obtained in form and substance
     reasonably satisfactory to the Investors and their counsel and will be in
     full force and effect, including the applicable Consents and Permits set
     forth on Part 3.05 of the Disclosure Schedule and any approvals required
     under the HSR Act or by the FCC.

               (b) No Order from any Governmental Entity, or part thereof,
     challenges or seeks to prohibit or limit the ownership or operation of all
     or any portion of the Business or assets of the Company or its Subsidiaries
     or the Convertible Notes or Shares.

               9.03 No Litigation. Since the date of this Agreement, no new
Action will have been threatened, instituted or pending which (a) challenges or
seeks to restrain or prohibit the consummation of the transactions contemplated
by the Transaction Documents or the performance of the Agreement or the
Transaction Documents, (b) challenges or seeks to prohibit or limit the
ownership or operation of all or any portion of the Company, the Business or
assets of the Company or any of its Subsidiaries or the Convertibles Notes or
Shares or compels or seeks to compel the Investors or their Affiliates to
dispose of or hold separate all or any portion of the Business or assets of the
Company or any of its Subsidiaries, or (c) has had, or could reasonably be
expected to have, a Material Adverse Effect on the Company or its Subsidiaries.

               9.04 No Prohibition. On or after the date of this Agreement,
there will not exist or have been enacted, entered, enforced, promulgated or
deemed applicable to the Transaction, any Law, Order or any other action taken
by any court or other Governmental Entity that has resulted, or could reasonably
be expected to result, directly or indirectly, in any of the consequences
referred to in Section 9.03.

               9.05 No Material Adverse Change. Since the date of this
Agreement, there shall not have occurred a Material Adverse Change.


                                       39



Convertible Note and Stock Purchase Agreement

               9.06 Legal Opinion. The Investors shall have received opinions of
Chadbourne & Parke LLP, special counsel to the Company, as to corporate matters
and from Wilkinson, Barker & Knauer, LLP as to certain regulatory matters, in
the forms attached hereto as Exhibit K and Exhibit L, respectively.

               9.07 Management Rights Letter. The Company and ORBCOMM LLC shall
have entered into a Management Rights Letter in the form of Exhibit F attached
hereto with each of the Investors.

               9.08 Board Composition. As of the Initial Closing, the Company's
Board of Directors shall be comprised of: Jerome B. Eisenberg, Don Franco, Marco
Fuchs, Peter Schiff, Leslie Golden, Robert Gold, Robert Bednarek, Tim Kelleher
and Matthew Lesesky.

               9.09 Director's Indemnification Agreement. The Company shall have
entered into Indemnification Agreements in the form of Exhibit G attached hereto
with each member of the Company's Board of Directors.

               9.10 Amendment of By-Laws. The By-Laws of the Company shall have
been amended to the satisfaction of the Investors.

               9.11 Effectiveness and Amendment of Initial Tranche Series B
Preferred Stock Documents. The transaction documents to be entered into in
connection with the First Tranche Series B Preferred Stock including the Amended
and Restated Stockholders Agreement, dated November 18, 2005, (ii) the Amended
and Restated Registration Rights Agreement, dated November 18, 2005, (iii) the
Amended and Restated Preferred Stock Voting Agreement, dated November 18, 2005,
(iv) the Amended and Restated Common Stock Voting Agreement, dated November 18,
2005, and (v) the Second Amended and Restated Certificate of Incorporation,
shall each have become effective.

               9.12 Stockholder Approval and Effectiveness of Amendments to
Transaction Documents. The Investors shall have been provided with evidence to
their satisfaction that appropriate majorities of the Company's stockholders
shall have authorized and approved the Company's (i) the Second Amended and
Restated Stockholders Agreement, dated December 30, 2005 in the form attached
hereto as Exhibit C, (ii) the Second Amended and Restated Registration Rights
Agreement, dated December 30 , 2005 in the form attached hereto as Exhibit B,
(iii) the Second Amended and Restated Preferred Stock Voting Agreement, dated
December 30, 2005, in the form attached hereto as Exhibit D, and (iv) the Third
Amended and Restated Certificate of in the form attached hereto as Exhibit A,
and that all such Transaction Documents shall be in full force and effect.

               9.13 Convertible Noteholder Approval. The Investors shall have
been provided with evidence to their satisfaction that a majority of the
Convertible Noteholders (determined immediately prior to the Convertible Note
Closing) shall have approved and consented to (i) the Second Amended and
Restated Stockholders Agreement, dated December 30, 2005 in the form attached
hereto as Exhibit C, (ii) the Second Amended and Restated Registration Rights
Agreement, dated December


                                       40



Convertible Note and Stock Purchase Agreement

30, 2005 in the form attached hereto as Exhibit B, (iii) the Second Amended and
Restated Preferred Stock Voting Agreement, dated December 30, 2005, in the form
attached hereto as Exhibit D, and (iv) the Third Amended and Restated
Certificate of in the form attached hereto as Exhibit A.

               9.14 Satcom Acquisition. The Investors shall have been provided
with evidence to their satisfaction that the transactions contemplated by the
Contribution Agreement, dated February 17, 2004, a copy of which is attached
hereto as Exhibit H, shall have been consummated.

               9.15 Stock Option Plan. The Company shall have adopted the 2006
Stock Option Plan attached hereto as Exhibit J and shall have reserved for
issuance thereunder 4,851,905 shares of Common Stock.

                                    ARTICLE X

       CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS WITH RESPECT TO THE
                               SUBSEQUENT CLOSING

          Each Investor's obligations under this Agreement and the Transaction
Documents are subject to the satisfaction at the Subsequent Closing, of each of
the following conditions.

               10.01 Representations, Warranties and Covenants.

               (a) The representations and warranties made by the Company and
     ORBCOMM LLC in this Agreement and the Transaction Documents (x) that are
     qualified as to materiality will be true and correct in all respects and
     (y) that are not qualified as to materiality will be true and correct in
     all material respects, in each case as of the date of this Agreement and on
     the Subsequent Closing Date, with the same effect as if made on and as of
     each such date (provided, however, that such representations which are made
     as of a specific date shall be so true and correct as of such date).

               (b) The Company and ORBCOMM LLC will each have performed in all
     material respects each of the covenants and agreements required to be
     performed by each of them pursuant to this Agreement and the Transaction
     Documents on or prior to the Subsequent Closing.

               (c) The Investors will have received the following certificates:

                    (i) a certificate executed by an officer of the Company,
          dated as of the Subsequent Closing Date, reasonably satisfactory to
          the Investors and their counsel, certifying that the conditions set
          forth in this Article X have been fulfilled;

                    (ii) a certificate of the Secretary of the Company
          certifying copies of the Certificate of Incorporation and Bylaws of
          the Company, and certifying a copy of all corporate and limited
          liability company resolutions required in connection with the
          transactions contemplated in this Agreement and the Transaction
          Documents; and


                                       41



Convertible Note and Stock Purchase Agreement

                    (iii) a certificate of Good Standing from the Delaware
          Secretary of State for the Company and ORBCOMM LLC.

               10.02 Consents.

               (a) All Consents and Permits of all Persons required to be
     obtained prior to the Subsequent Closing in connection with the execution,
     delivery and performance of this Agreement and the Transaction Documents by
     the Company and its Subsidiaries shall have been obtained in form and
     substance reasonably satisfactory to the Investors and their counsel and
     will be in full force and effect, including the applicable Consents and
     Permits set forth on Part 3.05 of the Disclosure Schedule and any approvals
     required under the HSR Act or by the FCC.

               (b) No Order from any Governmental Entity, or part thereof,
     challenges or seeks to prohibit or limit the ownership or operation of all
     or any portion of the Business or assets of the Company or its Subsidiaries
     or the Shares.

               10.03 No Litigation. Since the date of this Agreement, no new
Action will have been threatened, instituted or pending which (a) challenges or
seeks to restrain or prohibit the consummation of the Transactions or the
performance of the Agreement or the Transaction Documents, (b) challenges or
seeks to prohibit or limit the ownership or operation of all or any portion of
the Company, the Business or assets of the Company or any of its Subsidiaries or
the Shares or compels or seeks to compel the Investors or their Affiliates to
dispose of or hold separate all or any portion of the Business or assets of the
Company or any of its Subsidiaries, or (c) is a Material Adverse Change.

               10.04 No Prohibition. On or after the date of this Agreement,
there will not exist or have been enacted, entered, enforced, promulgated or
deemed applicable to the Transactions, any Law, Order or any other action taken
by any court or other Governmental Entity that has resulted, or could reasonably
be expected to result, directly or indirectly, in any of the consequences
referred to in Section 10.03.

               10.05 No Material Adverse Change. Since the date of this
Agreement, there shall not have occurred any Material Adverse Change (other than
a Material Adverse Change that has been cured or otherwise eliminated such that,
as of the Subsequent Closing Date, the events or circumstances giving rise to
such Material Adverse Change no longer constitute a Material Adverse Change),
including, without limitation, any change(s), matter(s), condition(s), event or
circumstance(s) disclosed by way of amendment, revision or supplement to the
Disclosure Schedule pursuant to Section 7.06 hereof that would constitute,
individually or in the aggregate, a Material Adverse Change.

               10.06 No Qualified Public Offering or Qualified Sale. Since the
date of this Agreement there shall not have occurred a Qualified Public Offering
or Qualified Sale.

               10.07 Legal Opinion. The Investors shall have received opinions
of Chadbourne & Parke LLP, special counsel to the Company, as to corporate
matters and from Wilkinson, Barker & Knauer, LLP as to certain regulatory
matters, each dated as of and covering


                                       42



Convertible Note and Stock Purchase Agreement

matters as of the Subsequent Closing Date and each substantially in the form of
the opinions provided at the Initial Closing with such changes as are reasonably
acceptable to the Investors.

               10.08 Insolvency Event. Since the Initial Closing Date, there
shall not have occurred an Insolvency Event.

               10.09 Change of Control. Since the Initial Closing Date, there
shall not have occurred a Change of Control.


               10.10 Subscribers. The Company shall have at least 150,000
billable subscribers as of the Subsequent Closing Date.

               10.11 Net Revenue. The Company and its Subsidiaries on a
consolidated basis shall have net revenue for the fiscal year ended December 31,
2006 of at least $20,000,000.

               10.12 2006 Financial Statements. Investors shall have received
the consolidated balance sheet of the Company as of December 31, 2006, together
with the consolidated statements of income and changes in shareholders' equity
and cash flows (including notes thereto), audited by an independent accounting
firm of recognized national standing (the "Audited 2006 Financial Statements").

                                   ARTICLE XI

                             Intentionally Deleted.

                                   ARTICLE XII

                          SURVIVAL AND INDEMNIFICATION

               12.01 Survival and Indemnification.

               (a) The parties may assert claims for breach and indemnification
     under this Agreement; provided that the representations and warranties made
     in this Agreement, and the right of the parties to assert claims for
     indemnification under this Agreement, will survive the Initial Closing
     until sixty (60) days following the delivery to the Investors of the
     Company's audited financial statements for 2006, and will survive the
     Subsequent Closing, if applicable, until the later of (i) sixty (60) days
     following the delivery to the Investors of the Company's audited financial
     statement for 2007 and (ii) twelve months following the Subsequent Closing
     Date, and will thereupon expire together with any right to commence any
     Action for breach thereof (except to the extent a written notice asserting
     a Claim for breach of any such representation or warranty has been given
     prior to such date to the party which made such representation or warranty,
     in which case such representation or warranty will survive, to the extent
     of such Claim only, until such Claim is resolved). Notwithstanding the
     foregoing, (i) the representations and warranties contained in Section 3.02
     of this Agreement will survive each of the Initial Closing and the
     Subsequent Closing forever, and (ii) the representations and warranties set
     forth in Sections 3.01, 3.04, 3.05, 3.09 and 3.11 will survive each of the
     Initial Closing and the Subsequent Closing until the expiration of the
     applicable statute of limitations. The covenants and agreements contained
     in this Agreement


                                       43



Convertible Note and Stock Purchase Agreement

     and in the Transaction Documents will survive each of the Initial Closing
     and Subsequent Closing until the expiration of the applicable statute of
     limitations or such earlier times as expressly set forth in this Agreement
     or such Transaction Document.

               (b) The Company and ORBCOMM LLC jointly and severally agree to
     indemnify and hold harmless each Investor and each of their affiliates and
     their respective officers, directors, employees, agents, advisors and other
     representatives (each, an "Indemnified Party") from and against (and will
     reimburse each Indemnified Party as the same are incurred for) any and all
     claims, damages, losses, liabilities and expenses (including, without
     limitation, the reasonable fees, disbursements and other charges of
     counsel) that may be incurred by or asserted or awarded against any
     Indemnified Party, in each case arising out of or in connection with or by
     reason of any claim made by a Convertible Noteholder against the
     Indemnified Party arising from the transactions contemplated by this
     Agreement (including, without limitation, in connection with any
     investigation, litigation or proceeding or preparation of a defense in
     connection with such claim).

               12.02 Limitations on Liability.

               (a) Certain Limitations. (i) No party will be entitled to any
     recovery from any other party unless a Claim specifying the factual basis
     of that Claim in reasonable detail to the extent then known, is made on or
     before the expiration of time period for survival set forth in Section
     12.01; and (ii) damages to any party hereunder will be decreased by
     insurance proceeds or payments from any other responsible parties actually
     received by such party (after deducting costs and expenses incurred in
     connection with recovery of such proceeds) and will be increased to take
     account of any net tax cost incurred by the party from whom a recovery is
     sought arising from the receipt of payments hereunder (grossed up for such
     increase).

               (b) Limitation on Amount - the Investors. The Investors will not
     be entitled to recover any amounts (i) for any breach of any representation
     or warranty made by the Company, ORBCOMM LLC or any Transaction Document or
     (ii) for any breach of any covenant, agreement or other obligation of the
     Company hereunder or in any Transaction Document unless and until the
     amount by which the aggregate amount that the Investors would be entitled
     to recover in respect of such Claims exceeds $500,000 (the "Threshold"), in
     which event the Investor shall be entitled to recover the entire amount in
     respect of such Claims together with reasonable actual legal fees and
     expenses; provided, however, that the maximum amount recoverable by an
     Investor in respect of any such claims hereunder will not, in the
     aggregate, exceed the purchase price for the Convertible Notes and Shares
     paid by such Investor and provided further, however, that individual
     unrelated Claims less than $50,000 may not be aggregated for purposes of
     reaching the Threshold. The limitations set forth in this Section 12.02(b)
     shall not apply to the provisions of Section 12.01(b).

               (c) Limitation on Amount - the Company. The Company will not be
     entitled to recover any amounts (i) for any breach of any representation or
     warranty made by any Investor in this Agreement or in any Transaction
     Document or (ii) for any breach of any covenant, agreement or other
     obligation of any Investor in this Agreement or in any


                                       44



Convertible Note and Stock Purchase Agreement

     Transaction Document unless and until the amount by which the Company is
     entitled to recover in respect of such Claims exceeds $500,000 ("the
     Company Threshold") in which event the entire amount in respect of such
     Claims will be payable together with its reasonable actual legal fees and
     expenses; provided, however, that the maximum amount recoverable from any
     Investor in respect of any such claims hereunder will not exceed the
     purchase price for the Shares paid by such Investor; provided further,
     however, that individual unrelated Claims less than $50,000 may not be
     aggregated for purposes of reaching the Company Threshold.

               (d) Limitation on Liability. Under no circumstances shall any
     party hereunder (or any of their Affiliates or Representatives) be liable
     to any other party (or any of their Affiliates or Representatives) for
     incidental, special or consequential damages of any kind, including lost
     profits, loss of business, damages to reputation whether in contract, tort
     or otherwise.

               (e) Sole and Exclusive Remedy. Except as set forth in Section
     13.12 and except for fraud, the indemnification provisions of this Article
     XII shall be the sole and exclusive remedy of each party (i) for any breach
     of the other party's representations, warranties, covenants or agreements
     contained in this Agreement or (ii) otherwise with respect to this
     Agreement or the transactions contemplated by this Agreement.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

               13.01 Fees and Expenses. Subject to the Initial Closing
occurring, on the Initial Closing Date, the Company shall pay to PCG a
transaction fee of $425,000 (the "Transaction Fee"). Such fee shall be
non-refundable to the Company and can be deducted by PCG from any amount owed by
a PCG Entity to the Company hereunder, including, without limitation, the
purchase price of any securities purchased by a PCG Entity hereunder. In
addition to the foregoing, subject to the Convertible Note Closing and/or
Subsequent Closing, as the case may be, occurring, on each of the Initial
Closing Date and the Subsequent Closing Date, (i) the Company shall pay to PCG
all reasonable out-of pocket expenses of the PCG Entities associated with the
transactions contemplated hereby, including, without limitation, the costs
associated with any due diligence investigations and the preparation,
negotiation, execution and delivery of definitive legal documentation including
any fees of legal counsel ("PCG Transaction Expenses"); provided however, that
the Company's obligation to pay PCG Transaction Expenses shall not exceed
$700,000 and (ii) the Company shall pay to MH all reasonable out-of pocket
expenses of MH associated with the transactions contemplated hereby, including,
without limitation, the costs associated with any due diligence investigations
and the preparation, negotiation, execution and delivery of definitive legal
documentation including any fees of legal counsel ("MH Transaction Expenses"
and, together with the PCG Transaction Expenses, the "Transaction Expenses");
provided however, that the Company's obligation to pay MH Transaction Expenses
shall not exceed $50,000. The Transaction Expenses shall be non-refundable to
the Company and can be deducted by PCG and MH from any amount owed by a PCG
Entity and MH (as the case may be) to the Company hereunder, including, without
limitation, the purchase price of any securities purchased by a PCG Entity or MH
hereunder.


                                       45



Convertible Note and Stock Purchase Agreement

The parties agree that all costs, fees and expenses incurred by the Company or
any of its Subsidiaries arising out of or related to the negotiation,
preparation, execution, delivery or performance of this Agreement or the other
Transaction Documents or the consummation of the transactions contemplated
hereby, will be paid by the Company.

               13.02 Notices. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written or electronic
confirmation of receipt), (b) sent by facsimile (with written confirmation of
receipt), provided, that a copy is mailed by registered mail, return receipt
requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by written notice to
the other parties):

               (a)  If to the Company:

                    ORBCOMM Inc.
                    2115 Linwood Avenue, Suite 100
                    Fort Lee, NJ 07024
                    Attention: Chief Executive Officer and General Counsel
                    Facsimile No.: 703-433-6400

          with a copy to:

                    Chadbourne & Parke LLP
                    30 Rockefeller Plaza
                    New York, NY 10112
                    Attention: Alejandro San Miguel
                    Facsimile No.: 212-541-5369

               (b)  If to the Investors:

          to the addresses set forth on the signature pages.

          with a copy to:

                    In the case of PCG,

                    Latham & Watkins LLP
                    633 West Fifth Street
                    Los Angeles, CA 90071
                    Attn: W. Alex Voxman
                    Facsimile No.: 213-891-8763

                    In the case of MH:

                    McDermott Will & Emery, LLP


                                       46



Convertible Note and Stock Purchase Agreement

                    227 West Monroe Street
                    Chicago, IL 60606
                    Attn: Mark A. Harris
                    Facsimile No.: 312-984-7700

               13.03 Jurisdiction; Service of Process. Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the (a) Supreme Court of the State of New York, New
York County and (b) United States District Court for the Southern District of
New York, for any actions, suits or proceedings arising out of or relating to
this Agreement, the Transaction Documents and the Transaction (and agrees not to
commence any action, suit or proceeding relating thereto except in such courts),
and further agrees that service of any process, summons, notice or document by
U.S. registered mail to its respective address set forth in Section 13.02 will
be effective service of process for any action, suit or proceeding brought
against it in any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of or relating to this Agreement, the Transaction
Documents or the Transaction in the courts of the State of New York or the
United States of America located in the City of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.

               13.04 Governing Law. This Agreement will be construed in
accordance with and governed by the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State
without regard to conflicts of laws principles thereof.

               13.05 Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power or privilege under this Agreement or
the documents referred to in this Agreement will operate as a waiver of such
right, power or privilege, and no single or partial exercise of any such right,
power or privilege will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege. To
the maximum extent permitted by Law, (a) no Claim or right arising out of this
Agreement or the Transaction Documents can be discharged by one party, in whole
or in part, by a waiver or renunciation of the Claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given and will not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure or noncompliance; and (c) no notice to or demand on one party will be
deemed to be a waiver of any obligation of such party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the Transaction Documents.

               13.06 Entire Agreement and Modification. This Agreement, the
Transaction Documents and the Confidentiality Agreements constitute a complete
and exclusive statement of the terms of the agreement between the parties with
respect to an investment in the Company and supersede all prior agreements
between the parties.


                                       47



Convertible Note and Stock Purchase Agreement

               13.07 Amendment and Waiver. This Agreement may be amended or
terminated and the observance of any term of or condition in this Agreement may
be waived with respect to all parties to this Agreement (either generally or in
a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Majority Holders. Notwithstanding the
foregoing, this Agreement may not be amended or terminated and the observance of
any term hereunder may not be waived with respect to any Investor without the
written consent of such Investor unless such amendment, termination or waiver
applies to all Investors in the same fashion. The Company shall give prompt
written notice of any amendment or termination hereof or waiver hereunder to any
party hereto that did not consent in writing to such amendment, termination or
waiver. Any amendment, termination or waiver effected in accordance with this
Section 13.07 shall be binding on all parties hereto, even if they do not
execute such consent. No waivers of or exceptions to any term, condition or
provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

               13.08 Assignments, Successors, and No Third-Party Beneficiaries.
No party may assign any of its rights under this Agreement or any Transaction
Document without the prior written consent of the other parties to this
Agreement; provided, however, that an Investor may assign this Agreement to an
Affiliate or any limited partnership, limited liability company or fund with the
same fund manager as such Investor without the prior written consent of the
Company; provided, further, however that such assignee agrees in writing to
assume assignor's obligations hereunder. Subject to the preceding sentence, this
Agreement and the Transaction Documents will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the parties. Nothing expressed or referred to in this Agreement or the
Transaction Documents will be construed to give any Person other than the
parties to this Agreement any legal or equitable right, remedy or claim under or
with respect to this Agreement or the Transaction Documents or any provision of
this Agreement or the Transaction Documents, except that members of the Investor
Group and the Company Group will be entitled to the rights set forth in Article
XIII hereof. Subject to the preceding sentence, this Agreement and the
Transaction Documents and all of its provisions and conditions are for the sole
and exclusive benefit of the parties to this Agreement and their permitted
successors and assigns.

               13.09 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

               13.10 Captions; Currency. The article, section and paragraph
captions herein and the table of contents hereto are for convenience of
reference only, do not constitute part of this Agreement and will not be deemed
to limit or otherwise affect any of the provisions hereof. Unless otherwise
specified, all references herein to numbered articles and sections are to
articles and sections of this Agreement, all references herein to schedules are
to schedules to this Agreement and all references herein to exhibits are to
exhibits to this Agreement. Unless otherwise specified, all references contained
in this Agreement or in any Transaction Document to dollars or "$" will mean
United States Dollars.


                                       48



Convertible Note and Stock Purchase Agreement

               13.11 Exhibits and Schedules. All Transaction Documents are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Capitalized terms used in the Transaction Documents but not otherwise
defined therein will have the respective meanings assigned to such terms in this
Agreement. Disclosure of any item in any section of or on any schedule to this
Agreement will not constitute disclosure of such item in any other section of or
on any other schedule to this Agreement, whether or not the existence of the
item or its contents should be or is relevant to any other section of or
schedule to this Agreement, unless an explicit cross-reference thereto appears
in such other section or schedule or the context reasonably should be considered
relevant in light of the nature of the item and section.

               13.12 Specific Performance. In the event of any actual or
threatened default in, or breach of, any of the terms, conditions and provisions
of this Agreement, the party or parties who are or are to be thereby aggrieved
will have the right of specific performance and injunctive relief giving effect
to its or their rights under this Agreement, in addition to any and all other
rights and remedies at Law or in equity, and all such rights and remedies will
be cumulative. The parties agree that any such breach or threatened breach would
cause irreparable injury, that the remedies at law for any such breach or
threatened breach, including monetary damages, are inadequate compensation for
any loss and that any defense in any action for specific performance that a
remedy at Law would be adequate is waived. The parties further agree that any
requirement under any Law to post security as a prerequisite to obtaining
equitable relief is hereby waived.

               13.13 Interpretation. For the purposes of this Agreement, (i)
words in the singular will be held to include the plural and vice versa and
words of one gender shall be held to include the other gender as the context
requires, (ii) the terms "hereof", "herein", and "herewith" and words of similar
import will, unless otherwise stated, be construed to refer to this Agreement as
a whole and not to any particular provision of this Agreement, (iii) the word
"including" and words of similar import when used in this Agreement will mean
"including, without limitation", unless otherwise specified, (iv) the word "or"
will not be exclusive, (v) the term "contract" will mean any written agreement,
understanding, contract, commitment, obligation, promise or understanding, (vi)
the phrase "made available" will mean that the information referred to has been
made available if requested by the party to whom such information is to be made
available, (vii) any reference to any Law referred to in this Agreement will be
deemed to include only the Law and the rules and regulations issued pursuant to
such Laws in effect on the date of this Agreement and the Initial Closing Date
and Subsequent Closing Date, as applicable, (viii) any accounting term used in
this Agreement will have, unless otherwise specifically provided herein, the
meaning customarily given such term in accordance with GAAP, and all financial
computations hereunder will be computed, unless otherwise specifically provided
herein, in accordance with GAAP consistently applied and (ix) a "breach" of a
representation, warranty, covenant, obligation or other provision of this
Agreement or any Transaction Document will be deemed to have occurred if there
is or has been any inaccuracy in or breach of or any failure to perform or
comply with, such representation, warranty, covenant, obligation, or other
provision, and the term "breach" means any such inaccuracy, failure, occurrence
or circumstance. The parties hereto have participated jointly in the negotiation
and drafting of this Agreement and this Agreement will not be construed for or
against any party by reason of the authorship or alleged authorship of any
provision hereof or by reason of the status of the respective parties.


                                       49



Convertible Note and Stock Purchase Agreement

               13.14 Time of Essence. With regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.

               13.15 Counterparts. This Agreement may be executed simultaneously
in two or more original or facsimile counterparts, each of which will be deemed
to be an original copy of this Agreement and all of which together will be
deemed to constitute one and the same agreement.

               13.16 Limited CALPERS/PCG Guaranty. In order to induce the
Company to enter into this Agreement CALPERS/PCG hereby irrevocably and
unconditionally guarantees full and complete performance of the obligation of
PCG to purchase 7,444,168 of the Shares to be purchased by PCG (for an aggregate
purchase price of $30,000,000) at the Subsequent Closing pursuant to Section
2.02(c) of this Agreement, subject to the satisfaction or waiver of all
conditions set forth in Articles VIII and X hereof and subject to the other
terms and conditions of this Agreement (the "Guaranteed PCG Obligations").
CALPERS/PCG agrees that the Company need not attempt to collect any part of the
Guaranteed PCG Obligations from PCG or others, but may require CALPERS/PCG to
make immediate payment of the Guaranteed PCG Obligations when due or at any time
thereafter. Other than pursuant to the terms of this Agreement, to the fullest
extent permitted by law, CALPERS/PCG hereby waives all defenses, counterclaims,
and all suretyship defenses, other than payment or performance in full of the
underlying obligations. Notwithstanding anything herein to the contrary,
CALPERS/PCG shall have no greater obligations or liabilities with respect to the
Guaranteed PCG Obligations and no lesser defenses or counterclaims than it would
be entitled to if it were an Investor under this Agreement.

               13.17 Limited MH Guaranty. In order to induce the Company to
enter into this Agreement MH PEF hereby irrevocably and unconditionally
guarantees full and complete performance of the obligation of MH to purchase
2,481,390 of the Shares (for an aggregate purchase price of $10,000,000) at the
Subsequent Closing pursuant to Section 2.02(c) of this Agreement, subject to the
satisfaction or waiver of all conditions set forth in Articles VIII and X hereof
and subject to the other terms and conditions of this Agreement (the "Guaranteed
MH Obligations"). MH PEF agrees that the Company need not attempt to collect any
part of the Guaranteed MH Obligations from MH or others, but may require MH PEF
to make immediate payment of the Guaranteed MH Obligations when due or at any
time thereafter. Other than pursuant to the terms of this Agreement, to the
fullest extent permitted by law, MH PEF hereby waives all defenses,
counterclaims, and all suretyship defenses, other than payment or performance in
full of the underlying obligations. Notwithstanding anything herein to the
contrary, MH PEF shall have no greater obligations or liabilities with respect
to the Guaranteed MH Obligations and no lesser defenses or counterclaims than it
would be entitled to if it were an Investor under this Agreement.

                           [Signature pages to follow]


                                       50


          IN WITNESS WHEREOF, this Convertible Note and Stock Purchase Agreement
has been duly executed and delivered by the duly authorized officers of the
parties as of the date first written above.

ORBCOMM INC.


By: /s/ Jerome B. Eisenberg
    ---------------------------------
Name: Jerome B. Eisenberg
Title: Chief Executive Officer


ORBCOMM LLC

By: /s/ Jerome B. Eisenberg
    ---------------------------------
Name: Jerome B. Eisenberg
Title: Chief Executive Officer



Convertible Note and Stock Purchase Agreement

PCG SATELLITE INVESTMENTS, LLC

By: CALPERS/PCG Corporate Partners LLC
    a Delaware limited liability company
Its: Managing Member

By: PCG Corporate Partners Investments LLC
Its: Manager

By: Pacific Corporate Group Holdings, LLC
Its: Managing Member


By: /s/ signature illegible
    ---------------------------------
Its: Managing Director


                                       2



Convertible Note and Stock Purchase Agreement

MH INVESTORS ORBCOMM LLC


By: /s/ Ronald Gerwig
    ---------------------------------
Name: Ronald Gerwig
Title: Asst Treasurer


                                       3



Convertible Note and Stock Purchase Agreement

For purposes of Section 13.16 only:

CALPERS/PCG Corporate Partners LLC
a Delaware limited liability company
Managing Member

By: PCG Corporate Partners Investments LLC
Its: Manager

By: Pacific Corporate Group Holdings, LLC
Its: Managing Member


By: /s/ signature illegible
    ------------------------------------
Its: Managing Director


                                       4



Convertible Note and Stock Purchase Agreement

For purposes of Section 13.17 only:

MH Private Equity Fund LLC
an Indiana limited liability company


By:
    ---------------------------------
Its:
    ---------------------------------


By: /s/ signature illegible
    ---------------------------------
Its:
    ---------------------------------


                                       5



                                   SCHEDULE I

                              SCHEDULE OF INVESTORS



                                                                                   NUMBER OF
                                 INVESTMENT AMOUNT     NUMBER OF SERIES B       SERIES B SHARES
         INVESTOR NAME           CONVERTIBLE NOTES   SHARES INITIAL CLOSING   SUBSEQUENT CLOSING
- ------------------------------   -----------------   ----------------------   ------------------
                                                                     
PCG Satellite Investments, LLC      $550,000(1)           7,699,752(2)             7,816,377
MH Investors Orbcomm LLC                None              3,722,084                2,481,390


- ----------
(1)  This amount may be offset against amounts owed to PCG Satellite
     Investments, LLC or its Affiliates by the Company including amounts
     contemplated by Section 13.01 hereof. Such amount shall convert into
     136,476 shares of Series B Preferred upon consummation of the Convertible
     Note Closing.

(2)  Excluding 136,476 shares of Series B Preferred Stock issuable to PCG
     Satellite Investments, LLC upon conversion of $550,000 of Convertible
     Notes.



Convertible Note and Stock Purchase Agreement

                                   SCHEDULE II

                       CONVERTIBLE PROMISSORY NOTEHOLDERS



NO.                  NOTEHOLDER                 PRINCIPAL AMOUNT
- ---   ---------------------------------------   ----------------
                                          
 1    Arthur Bahr                                   $ 14,000
 2    Bukfenc Inc.                                  $ 50,000
 3    Steven G. Chrust IRA                          $ 40,000
 4    Steven G. Chrust                              $  5,000
 5    Bert Cohen                                    $155,000
 6    E.B. Griswold IRA                             $ 10,000
 7    Estrin New Ventures II, LLC                   $ 52,000
 8    Eve Chrust, 2001 business Trust               $  6,000
 9    Michael Friedman                              $112,000
10    Christopher Lust                              $ 12,000
11    Edmund B. Greene                              $ 20,000
12    E.B. Griswold                                 $ 35,000



                                       2



Convertible Note and Stock Purchase Agreement

                                          
13    Hoboken Partners 1 LLC                     $  125,000
14    Hans E.W. Hoffmann                         $   16,000
15    Jerry Kay                                  $   25,000
16    Liza Chrust, 2001 Chrust Business Trust    $    6,000
17    Philip Lodewick                            $   58,000
18    Christopher Lust                           $   28,000
19    Henning Melchers                           $  100,000
20    Murray Slimowitz IRA                       $   12,000
21    Denis Nayden                               $  210,000
22    Albert Nickel                              $   93,000
23    Northwood Capital Partners LLC             $  170,000
24    Northwood Ventures LLC                     $  830,000
25    OHB Technology A.G.                        $4,019,000




                                       3



Convertible Note and Stock Purchase Agreement

                                          
26    Marble Arch Group Ltd.                     $  250,000(3)
27    Richard K. Webel Trust                     $   10,000
28    Ridgewood Satellite LLC                    $5,000,000
29    Robert Loud IRA                            $   12,000
30    Dr. Andre-Michasel Schultz                 $   66,000
31    Shippan Fund LLC                           $   39,000
32    SK Partners                                $   50,000
33    Hyung-Jin Song                             $    1,000
34    Elizabeth Steele                           $   50,000
35    Mark Sullivan                              $  242,000
36    Michael Sullivan                           $   40,000
37    William Vanden Heuvel                      $  116,000



- ----------
(3)  Marble Arch Group Ltd. has subscribed for an additional $250,000 of
     Convertible Notes.


                                       4



Convertible Note and Stock Purchase Agreement

                                          
38    346 Hillcrest F&F Partners LLC             $ 1,000,000
39    Orbcomm Ventures, LLC                      $ 1,215,000
40    Dwaine and Cynthia Willet                  $ 1,725,000
41    Investment Partners of Orlando, LLP        $   475,000
42    John D. Curtis Revocable Trust             $ 1,725,000
43    Mary Higgins Clark                         $    75,000
44    William Jaffe                              $    25,000
45    Nakoma Investments LLC                     $   100,000
46    Northwood Ventures LLC                     $   850,000
47    Northwood Capital Partners LLC             $   150,000
48    Ridgewood Satellite LLC                    $ 5,000,000
49    PCG Satellite Investments, LLC             $   550,000
                                                 -----------
      Total                                      $25,019,000
                                                 ===========




                                       5



                                    EXHIBITS

EXHIBIT A -  Third Amended and Restated Certificate of Incorporation

EXHIBIT B -  Second Amended and Restated Registration Rights Agreement

EXHIBIT C -  Second Amended and Restated Stockholders Agreement

EXHIBIT D -  Second Amended and Restated Preferred Stock Voting Agreement

EXHIBIT E -  Second Amended and Restated Common Stock Voting Agreement

EXHIBIT F -  Form of Management Rights Letter

EXHIBIT G -  Form of Indemnification Agreement

EXHIBIT H-   Contribution Agreement

EXHIBIT I    Form of Convertible Note

EXHIBIT- I-A Form of Warrant

EXHIBIT J    Form of Stock Option Plan

EXHIBIT K    Form of Company Counsel Opinion (Corporate Matters)

EXHIBIT L    Form of Company Counsel Opinion (Regulatory Matters)

EX-10.8.1

                                                                  EXHIBIT 10.8.1

                         SATCOM INTERNATIONAL GROUP PLC
                             CONTRIBUTION AGREEMENT

This Agreement is made and entered into as of February 17, 2004, by and between
ORBCOMM Inc., a Delaware corporation (the "Company"), Satcom International Group
plc, a public limited company organized under the laws of England and Wales
("Satcom"), Don Franco ("DF"), Nancy Franco ("NF" and, together with DF,
"Franco"), Jerome B. Eisenberg ("Eisenberg"), and Europa Holdings Limited
("Europa" and, together with Franco and Eisenberg, the "Contributors").

                                    RECITALS

            WHEREAS, the Contributors own the securities and instruments issued
by Satcom and have the claims against Satcom set forth on Schedule 3.03 and
3.04;

            WHEREAS, pursuant to the Stock Purchase Agreement (as defined
herein), it is a condition to the financing of the Company that the Contributors
transfer their interests in Satcom to the Company;

In consideration of the mutual representations, warranties, covenants and
agreements, and upon the terms and subject to the conditions hereinafter set
forth, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified
or referred to in this Article I:

"Agreement" - this Agreement, as the same may be amended, modified or
supplemented from time to time in accordance with its terms.

"Encumbrance" - any mortgage, charge, claim, condition, equitable interest,
lien, option, security interest, right of first refusal or restriction of any
kind, including any restriction on use, voting, transfer, receipt of income, or
exercise of any other attribute of ownership.

"Excluded Satcom Interests" - 1,000 Ordinary Shares owned by DF and 1,000
Ordinary Shares owned by Europa.

"Governmental Entity" - any: (i) federal, state, local, foreign or international
government; (ii) court, arbitral or other tribunal or governmental or
quasi-governmental authority of any nature (including any governmental agency,
political subdivisions,



instrumentalities, branch, department, official, or entity); or (iii) body
exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory, or taxing authority or power of any nature
pertaining to government.

"Laws" - means all laws, principles of common law, statutes, constitutions,
treaties, rules, regulations, ordinances, codes, rulings, Orders and
determinations of all Governmental Entities.

"Order" - any award, decision, stipulation, injunction, judgment, order, ruling,
subpoena, writ, decree or verdict entered, issued, made or rendered by any
Governmental Entity.

"Ordinary Shares" - means the ordinary shares of Satcom, nominal value
(pound)1.00 per share.

"Person" - any individual, sole proprietorship, firm, corporation (including any
non-profit corporation and public benefit corporation), general or limited
partnership, limited liability partnership, joint venture, limited liability
company, estate, trust, association, organization, labor union, institution,
entity or Governmental Entity, including any successor (by merger or otherwise)
of such entity.

"Preferred Shares" - the Series A Convertible Redeemable Preferred Stock of the
Company.

"Satcom Convertible Notes" - means the outstanding convertible notes, plus
accrued interest thereon, of Satcom as set forth on Schedule 3.03.

"Satcom Demand Notes" - means the outstanding demand notes, plus accrued
interest thereon, of Satcom as set forth on Schedule 3.03.

"Satcom Interests" - means, for each Contributor, the Ordinary Shares, Satcom
Convertible Notes and Satcom Demand Notes owned by or the Satcom Obligations
owed to such Contributor as set forth on Schedules 3.03 and 3.04, other than the
Excluded Satcom Interests, and, in the case of Eisenberg, no less than 85% of
the Ordinary Shares owned by Europa Holdings Limited.

"Satcom Obligations" - means the obligations of Satcom for unpaid compensation
and certain other payables set forth on Schedule 3.04.

"Stock Purchase Agreement" - means the Stock Purchase Agreement, dated February
17, 2004 entered into among the Company, ORBCOMM LLC, and the investors listed
therein.

"to the knowledge" - means, with regard to a Person that is an entity, the
actual knowledge of the executive officers of such Person after reasonable
inquiry or, with regard to an individual, the actual knowledge of such
individual, after reasonably inquiry.

                                       2


                                   ARTICLE II

                            CONTRIBUTION AND CLOSING

            2.01 Contribution of Membership Interests. Upon the Closing (as
defined below), subject to the terms and provisions of this Agreement, the
Contributors shall each contribute and assign all of their right, title and
interest in and to their respective Satcom Interests to the Company, except for
the Excluded Satcom Interests. In exchange for such contribution, at the
Closing, the Company will issue and deliver to the Contributors the number of
Preferred Shares set forth opposite such Contributor's name on Schedule 2.01
(which Preferred Shares shall equal an aggregate of 620,000 Preferred Shares).

            2.02 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement (the "Transaction") will take place at the
offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York City, on the
earlier of (i) one hundred eighty (180) days from the date this Agreement was
signed by the Company or (ii) the satisfaction of the conditions set forth in
Article 5 hereof, or such other date as the parties may agree. Notwithstanding
the foregoing, if the conditions set forth in Article V hereof have not been
satisfied within one hundred eighty (180) days from the date of this Agreement,
the Company may elect, in its sole discretion, to reduce the number of Ordinary
Shares being purchased from the Contributors as deemed appropriate by the
Company; provided, however, that any such reduction shall not affect the
consideration payable hereunder. The Company may, in its sole discretion, extend
such period to two hundred seventy (270) days after the date of this Agreement
by providing written notices to Satcom and the Contributors

            2.03 Deliveries. (a) At the Closing, the Contributors shall deliver
to the Company:

            (i) original versions of the share certificates representing the
Ordinary Shares owned by the Contributors and original versions of the Satcom
Convertible Notes and Satcom Demand Notes owned by the Contributors (other than
the Excluded Satcom Interests);

            (ii) duly executed transfer forms for the Ordinary Shares (other
than the Excluded Satcom Interests) owned by the Contributors in favor of the
Company (or as the Company may direct), together with any power of attorney
under which any transfer is executed on behalf of a Contributor;

            (iii) such waivers or consents as the Company may reasonably require
to be signed by the Contributors to enable the Company or its nominee to be
registered as a holder of the Ordinary Shares owned by the Contributors; and

            (iv) duly executed forms of assignment of the Satcom Convertible
Notes owned by the

                                       3


Contributors and the Satcom Demand Notes owned by the Contributors which
comprise the Satcom Interests in such form as the Company shall reasonably
require.

      (b) Upon signing this Agreement, the Contributors shall cause Chadbourne &
Parke, a multinational partnership, special counsel to Satcom, to deliver a
legal opinion to the Company as to certain matters in form and content
satisfactory to the Company and its counsel.

                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of Satcom and the Contributors hereby jointly and severally represent and
warrant to the Company as follows:

            3.01 Organization and Good Standing. Satcom is a public limited
company, duly formed, validly existing and in good standing under the laws of
England and Wales and has all requisite power and authority (corporate or
otherwise) to conduct its business in the manner in which it is presently being
conducted.

            3.02 Organization Documents. Attached as Exhibit A is a true and
complete copy of the Articles of Association and Memorandum of Association of
Satcom, each as amended to the date hereof and as currently in effect. Other
than the documents attached hereto as Exhibit A, there are no other documents
governing the organization or operation of Satcom.

            3.03 Capitalization. (a) The authorized capital stock of Satcom
consists of 70,120 ordinary shares, nominal value of (pound)1.00 per share (the
"Ordinary Shares"), of which 70,120 Ordinary Shares are issued and outstanding
as of the date hereof. Except for the Satcom Convertible Notes set forth on
Schedule 3.03, there are no bonds, debentures, notes or other indebtedness of
Satcom convertible into, or exchangeable for, securities having the right to
vote on any matters on which any shareholders of Satcom may vote. Except for the
Satcom Convertible Notes set forth on Schedule 3.03, the Satcom Demand Notes set
forth on Schedule 3.03, the Satcom Obligations set forth on Schedule 3.04 and
Satcom's obligations as set forth on the Latest Balance Sheet (as defined
below), Satcom has no material liabilities or obligations. Except as set forth
above, there are no securities, options, warrants, calls, rights or other
contracts, including, without limitation, stock appreciation rights, "phantom"
stock or similar plans or rights, obligating Satcom to issue, deliver or sell,
or cause to be issued, delivered or sold, additional Ordinary Shares or other
securities of Satcom. There are no rights or contracts (i) to repurchase, redeem
or otherwise acquire any Ordinary Shares or other securities of Satcom, (ii)
requiring Satcom to vote or to dispose of any Ordinary Shares or (iii) other
than the Satcom Convertible Notes, providing any person or entity the right to
acquire any Ordinary Shares or other securities of Satcom either from Satcom or
any other person or entity, including, without limitation, pursuant to a right
of first refusal.

                                       4


            3.04 Ownership of Interests.

            (a) Each of the Contributors is the record and beneficial owner of
the Ordinary Shares, Satcom Convertible Notes and Satcom Demand Notes set forth
opposite their names on Schedule 3.03, free and clear of all liens and
encumbrances. Franco and Eisenberg are owed the Satcom Obligations as set forth
on Schedule 3.04. Each of the Contributors further represents and warrants to
the Company that the securities and obligations set forth opposite his, her or
its name on Schedule 3.03 and 3.04 constitute all of his, her or its holdings of
debt or equity securities or other obligations of Satcom. Each of the
Contributors further represents and warrants to the Company that the securities
and obligations set forth opposite the Contributors' names on Schedule 3.03 in
the aggregate constitute a majority of the outstanding voting securities of
Satcom and a majority of the outstanding debt of Satcom as of the date hereof.

            (b) The sale and delivery of the Satcom Interests to the Company
pursuant to Article II hereof will vest in the Company all right, title and
interest in and to such Satcom Interests, free and clear of all Encumbrances
(other than Encumbrances created or suffered by the Company).

            (c) The execution, delivery and performance of this Agreement by
each of Satcom and the Contributors will not, with or without the giving of
notice or lapse of time or both, (i) violate, conflict with or result in a
breach of any provision of the organizational documents of Satcom; (ii) require
any permit or consent of any Governmental Entity; (iii) violate or conflict with
any Law or Order applicable to Satcom or the Contributors; or (iv) violate,
conflict with or result in a default under any of the terms, conditions or
provisions of any agreement to which Satcom or any of the Contributors is a
party or by which the Satcom Interests are bound.

            3.05 Due Authorization; Enforceability. Each of Satcom and the
Contributors has all requisite power and authority (corporate or otherwise) to
execute, deliver and perform this Agreement and the Transaction. The execution,
delivery and performance of this Agreement, and the consummation of the
Transaction by the Contributors have been duly authorized by all necessary or
appropriate action (corporate or otherwise) and no additional proceedings
(corporate or otherwise) are necessary to authorize this Agreement or to
consummate the Transaction.

            3.06 Financial Statements. (a) The Contributors have delivered to
the Company true and correct copies of (i) a balance sheet of Satcom as of
December 31, in each of the years 2001 and 2002, together with statements of
profit and loss and cash flow, including, in each case, the notes thereto and
the reports of PJW Accounting Limited, registered accountants, and (ii) an
unaudited balance sheet of Satcom as of December 31, 2003 (the "Latest Balance
Sheet"), together with a statement of profit and loss (collectively, the
"Financial Statements").

            (b) The Financial Statements were prepared from and in accordance
with the books and records of Satcom in accordance with generally accepted
accounting principals in England ("GAAP") consistently applied (except as
indicated in the notes

                                       5


thereto and with respect to the unaudited financial statement for the omission
of notes and a statement of cash flows), are true and correct and fairly present
the financial condition, results of operations and cash flow of Satcom as of and
for the periods indicated or as of the respective dates set forth therein,
subject, in the case of unaudited financial statements, to normal and recurring
year-end adjustments, the effect of which will not, individually or in the
aggregate, be materially adverse to the Company.

            (c) As of the date of this Agreement, the Satcom did not have any
liabilities of a nature required by GAAP to be reflected or reserved for in a
balance sheet that were not reflected or reserved for in the Latest Balance
Sheet except (i) for liabilities incurred in the ordinary course of business
consistent with past practice since the date of the Latest Balance Sheet or (ii)
as do not exceed individually or in the aggregate, $250,000.

            3.07 Material Contracts. Schedule 3.07 hereto lists all material
agreements, contracts and commitments to which Satcom is a party or its assets
bound (the "Material Contracts"). To the knowledge of Satcom and the
Contributors, each Material Contract is in full force and effect and no default
or breach by Satcom has occurred and is continuing (or to the knowledge of
Satcom and the Contributors is alleged to have occurred and be continuing) under
any such Material Contract, except, in each case, as would not have a material
adverse effect on the Company and Satcom, taken as a whole, following the
Closing.

                                   ARTICLE IV

                            COVENANTS OF THE PARTIES

            4.01 Conduct of Business. Prior to the Closing, the Contributors
shall cause the business of Satcom be conducted, and Satcom agrees to conduct
its business, solely in the ordinary course of business consistent with past
practice and shall not take any action or cause Satcom to take any action which
could reasonably be expected to have a material effect on the financial
condition, results of operations or assets of Satcom (unless such action is
taken with the prior written approval of the Company).

            4.02 Cooperation. Satcom and each of the Contributors will cooperate
with the Company and use all commercially reasonable efforts to take all actions
and do all things necessary or advisable under this Agreement and Applicable
Laws or reasonably requested by the Company to satisfy the Closing Conditions
(as defined below).

            4.03 Satcom Approvals. Prior to the Closing, the Contributors shall
procure a resolution of the board of directors of Satcom approving the
registration of the transfer of the Ordinary Shares owned by the Contributors to
the Company, subject only to such Ordinary Shares being duly stamped by or on
behalf of the Company;

                                       6


            4.04  Stamp Taxes. The Company shall pay all stamp and other
transfer taxes payable in connection with the transfer of the Satcom Interests
hereunder.

            4.05  Conversion of Notes; Scheme. Upon the signing of this
Agreement, Satcom, DF and Eisenberg agree to use their commercially reasonable
best efforts to cause, within 180 days following the date of this Agreement, the
conversion of all existing debt of Satcom into Ordinary Shares, first through a
negotiated conversion with the holders of such existing debt and, failing that,
through a scheme of arrangement or compromise in accordance with Section
5.1(a)(i) and/or 5.01(a)(ii) hereof. DF and Eisenberg will provide the Company
with such information as it may request from time to time regarding their
efforts to cause the conversion of existing debt of Satcom into equity interests
of Satcom.

                                    ARTICLE V

                               CLOSING CONDITIONS

            5.01  Subject to Article II, the Closing shall occur upon the
satisfaction of the conditions set forth in this Section 5.01 (such conditions
the "Closing Conditions").

            (a)   Either the condition set forth in Section 5.1(a)(i) or the
condition set forth in Section 5.01(a)(ii) shall have occurred:

                  (i) Satcom and the holders of at least 95% of the outstanding
aggregate principal amount, plus accrued and unpaid interest, of the Satcom
Convertible Notes, Satcom Demand Notes and Satcom Obligations shall have entered
into a definitive agreement for the conversion of such Satcom Convertible Notes,
Satcom Demand Notes and Satcom Obligations solely into Ordinary Shares; or

                  (ii) A Scheme of arrangement or compromise (a "SCHEME")
whether under the Companies Act 1985, the Insolvency Act 1986 or otherwise,
shall have effect as regards those of the holders of the Satcom Convertible
Notes, Satcom Demand Notes and Satcom Obligations that the Company, acting on
the advice of English legal counsel reasonably acceptable to the Company,
determines, can and should properly be, included in such a Scheme providing by
whatever means the Company considers to be (and the Court agrees is )
appropriate, for the conversion of all or some of such Satcom Convertible Notes,
Satcom Demand Notes and Satcom Obligations into ordinary shares in the Company
of such class or classes and such denomination or denominations as the Company
shall determine and whether or not such Scheme is combined with other procedures
under the Companies Act 1985, such as a reduction of capital to eliminate
losses.

            (b)   The Company shall have received from Satcom's legal counsel an
opinion dated the date of the Closing substantially in the form of Exhibit B
attached hereto.

                                       7


            (c) The Company shall have received a certificate signed by the
President of Satcom, DF and Eisenberg certifying that the representations and
warranties of Satcom and the Contributors set forth in Sections 3.01, 3.02, 3.03
and 3.04 hereof shall be true and correct as of the date of the Closing.

            (d) The Company shall received the deliveries identified in Satcom
2.03(a)(i) through (iv), fully executed by all necessary parties.

            (e) The Company shall have received a resolution of the board of
directors of Satcom approving the registration of the transfer of the Ordinary
Shares owned by the Contributors (other than the Excluded Satcom Interests) to
the Company, subject only to such Ordinary Shares being duly stamped by or on
behalf of the Company.

                                   ARTICLE VI

                                      TERM

            6.01 The term of this Agreement shall commence as of the date set
forth in the first paragraph of this Agreement and continue until the earlier of
(a) the Closing, or (ii) March 1, 2005; provided that the provisions of Article
VII shall survive termination of this Agreement.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

            7.01 Survival of Representations and Covenants. The representations,
warranties and covenants of the Contributors will survive for a period of one
(1) year after the Closing. Except as set forth in Section 7.02, the liability
of the Contributors for any breach hereunder shall be limited to recourse solely
to the Preferred Shares received by the Contributor hereunder, any payments
required under the Put Agreement, and any legal fees and expenses incurred by
the Company is enforcing its rights and remedies hereunder.

            7.02 Offset. In the event of a breach by the Contributors of the
representations, warranties or other provisions of this Agreement, the Company
shall be entitled to offset against any distributions to be made with respect to
the Preferred Shares transferred to the Contributors pursuant to the Agreement
the amount of the Company's damages suffered as result of such breach by one or
both of the Contributors of the representations, warranties or agreements set
forth herein.

            7.03 Notices. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given

                                       8


when (a) delivered by hand (with written or electronic confirmation of receipt),
(b) sent by facsimile (with written confirmation of receipt), provided, that a
copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):

            (a)   If the Company:

                  ORBCOMM Inc.
                  21700 Atlantic Blvd.
                  Dulles, VA 20166
                  Attention: Don Franco
                  Facsimile No.: 703-433-6400

                  with a copy to:

                  Chadbourne & Parke LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Attention: Alejandro San Miguel
                  Facsimile No.: 212-541-5369

            (b)   If to Satcom:

                  Satcom International Group Plc.
                  7 East Ridgewood Avenue
                  Paramus, NJ 07652
                  Attention:
                  Facsimile No.:  201-327-4318

            (c)   If to the Contributors:

                  to the addresses set forth on the signature pages.

            7.04  Governing Law. This Agreement will be construed in accordance
with and governed by the internal laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without regard to
conflicts of laws principles thereof.

            7.05  Entire Agreement and Modification. This Agreement constitutes
a complete and exclusive statement of the terms of the agreement between the
parties with respect to the subject matter contained herein and therein and
supersede all prior agreements between the parties.

            7.06  No Oral Modification. This Agreement may not be amended except
by a written agreement executed by the parties hereto. Any attempted amendment
in violation of this Section 7.05 will be void ab initio.

                                       9


            7.07 Assignments, Successors, and No Third-Party Beneficiaries. No
party may assign any of its rights under this Agreement without the prior
written consent of the other parties to this Agreement; provided, however, that
no assignment will limit or affect the assignor's obligations hereunder. Subject
to the preceding sentence, this Agreement will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the parties. Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement any legal
or equitable right, remedy or claim under or with respect to this Agreement.
Subject to the preceding sentence, this Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and assigns.

            7.08 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

            7.09 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which together will be deemed to constitute one and
the same agreement.

                                       10


IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized officers of the parties as of the date first written above.

ORBCOMM Inc.                                 Satcom International Group plc

By: /s/ Don Franco                           By: /s/ Don Franco
    -----------------------------------          ------------------------------
    Name: Don Franco                             Name: Don Franco
    Title:  co-Chief Executive Officer           Title:

/s/ Jerome B. Eisenberg                      /s/ Don Franco
- ---------------------------------------      ----------------------------
Jerome B. Eisenberg                          Don Franco

Address:                                     Address:
346 Hillcrest Road                           12 Hickory Hill Road
Englewood, NJ 07631                          Saddle River, NJ 07458
Facsimile: 201-569-6363                      Facsimile: 201-327-4318

Europa Holdings Limited

                                             /s/ Nancy Franco
                                             ----------------------------
/s/ Jerome B. Eisenberg                      Nancy Franco
- ---------------------------------------
By: Jerome B. Eisenberg
Title:                                       Address:
                                             12 Hickory Hill Road
Address:                                     Saddle River, NJ 07458
                                             Facsimile: 201-327-4318

                                       11


                                  Schedule 3.03

                                 Capitalization

Ordinary Shares:



     BENEFICIAL OWNER                                                           SHARES
- ---------------------------                                                    ---------
                                                                            
Europa Holdings                                                                34,400.00
Don Franco                                                                      5,100.00
Nancy Franco                                                                    5,950.00
Eurovest Holdings Ltd.                                                          7,716.50
AA&T Wireless Inc.                                                              4,760.00
Wireless T1, Inc.                                                               3,400.00
Columbus Wireless Ltd.                                                          2,550.00
John & Mary Franco                                                              3,783.50
William Custer                                                                    510.00
Paul Likens                                                                     1,190.00
Kenneth Rind                                                                      510.00
Winstar Communications Inc.                                                       250.00
                                                                               ---------
         Total:                                                                70,120.00
                                                                               ---------


Convertible Notes:



       BENEFICIAL OWNER                  PRINCIPAL AMOUNT       ACCRUED INTEREST(1)
- ------------------------------           ----------------       -------------------
                                                            
Northwood Ventures LLC                    $ 1,700,000.00          $  1,703,343.51
Northwood Capital Partners LLC            $   300,000.00          $    300,590.05
Don Franco                                $ 1,000,000.00          $  1,060,062.78
Neil Ryan                                 $   100,000.00          $     80,881.23
David Wrubel                              $   100,000.00          $     94,422.96
Joel Miller                               $   100,000.00          $     94,422.96
Hal Wilson                                $    25,000.00          $     22,511.99
                                          --------------          ---------------
           Total:                         $ 3,325,000.00          $  3,356,235.48
                                          --------------          ---------------


Demand Notes:



   BENEFICIAL OWNER           PRINCIPAL AMOUNT        ACCRUED INTEREST(1)
- ---------------------         ----------------        -------------------
                                                  
Don Franco                    $  5,250,800.00           $  3,553,072.29
Cindy Eisenberg Trust         $     34,941.44           $     46,960.44
Jerome Eisenberg              $     50,000.00           $     55,648.97
Elliot Epstein                $     75,000.00           $     82,629.71
Martin Honig                  $     20,000.00           $     21,178.94
Megavena                      $    101,000.00           $    112,981.08
D.B. Brooks Trust             $     50,000.00           $     55,023.97
Foreign Mortgage              $    100,000.00           $     97,547.95
                              ---------------           ---------------
           Total:             $  5,681,741.44           $  4,025,043.35
                              ---------------           ---------------


- ----------
(1) Accrued Interest as of December 31, 2003.

                                       12


                                  Schedule 3.04

                               Satcom Obligations

Accrued Salary and Expenses:



   INDIVIDUAL                                    AMOUNT
- ------------------                             -----------
                                            
Don Franco                                     $657,619.00
Jerome Eisenberg                               $657,619.00
Walter Sonnenfeldt                             $602,398.88


Other Creditors:



                 CREDITOR                        AMOUNT
- ---------------------------------------      -------------
                                          
SES Orbcomm Middle East, Ltd.;               $5,900,000.00
CEC Bosphorus Communications, Inc.; and
Europa American Ltd.


                                       13


                                  Schedule 3.07

                               Material Contracts

VARS

- - Value Added Reseller Agreement, dated October 28, 2002, with Glomoco Ltd.

- - Value Added Reseller Agreement, dated May 17, 2002, with Andronics Ltd.

SLA

- - Service License Agreement, dated January 22, 2002, with ORBCOMM LLC for the
Middle East and Central Asian Regions.

CR (where it is CR)

- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for Turkey.

- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for the United Kingdom.

- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for the Switzerland.

- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for the Republic of Ireland.

Promissory Note

- - Promissory note payable to Satcom issued by ORBCOMM Europe LLC in the amount
of 1,466,920 Euros.

Misc.

- - Sale and Exchange Agreement, dated January 22, 2002, with ORBCOMM Europe LLC
and OHB System A.G.

- - Final Settlement and Release Agreement, dated May 17, 2002 with Andronic Ltd.

- - Gateway Services Agreement, dated July 8, 2003, with ORBCOMM LLC and LeoSat.

CR (Where it is granting territory)

- - Country Representative Agreement, dated July 8, 2003, with Eurasia Telnet
Services LLP for Kazakhstan, Uzbekistan, Tajikistan, Turkmenistan and
Kyrgyzstan.

                                       14


                                    Exhibit A

              Articles of Association and Memorandum of Association

                                       15


                                    Exhibit B

                              Form of Legal Opinion

1. Satcom is a public limited company, duly formed, validly existing and in good
standing under the laws of England and Wales and has all requisite power and
authority (corporate or otherwise) to conduct its business in the manner in
which it is presently being conducted.

2. Attached as Exhibit A is a true and complete copy of the Articles of
Association and Memorandum of Association of Satcom, each as amended to the date
hereof and as currently in effect. Other than the documents attached hereto as
Exhibit A, there are no other documents governing the organization or operation
of Satcom.

3. Execution, delivery and performance of this Agreement (a) has been duly
authorized by all necessary corporate actions of Satcom, (b) does not and will
not violate any processor of Satcom's organizational documents, and (c) does not
and will not violate any Law applicable to Satcom.

4. Upon delivery to the Company of original version of the share certificates
representing the Ordinary Shares owned by the Contributors and duly executed
transfer forms for such Ordinary Shares in favor of the Company, no further
action will be necessary to register the transfer of such Ordinary Shares from
the Contributors to the Company on the books of Satcom.

                                       16

EX-10.8.2

                                                                  EXHIBIT 10.8.2

                         SATCOM INTERNATIONAL GROUP PLC
                                  PUT AGREEMENT

            This Agreement is made and entered into as of February 17, 2004, by
and between ORBCOMM Inc., a Delaware corporation (the "Company"), Don Franco
("DF") and Europa Holdings Limited ("Europa" and, together with DF, the
"Investors").

                                    RECITALS

            WHEREAS, the Investors own the ordinary shares nominal value
(pound)1.00 per share (the "Satcom Shares") issued by Satcom International Group
plc, a public limited company organized under the laws of England and Wales
("Satcom"), set forth on Schedule A;

            WHEREAS, upon the occurrence of a Liquidating Transaction (as
defined herein) and pursuant to the terms hereof, the Company has agreed to
purchase the Satcom Shares from the Investors;

            In consideration of the mutual representations, warranties,
covenants and agreements, and upon the terms and subject to the conditions
hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

            For purposes of this Agreement, the following terms have the
meanings specified or referred to in this Article I:

            "Agreement" - this Agreement, as the same may be amended, modified
or supplemented from time to time in accordance with its terms.

            "Governmental Entity" - any: (i) federal, state, local, foreign or
international government; (ii) court, arbitral or other tribunal or governmental
or quasi-governmental authority of any nature (including any governmental
agency, political subdivisions, instrumentalities, branch, department, official,
or entity); or (iii) body exercising, or entitled to exercise, any
administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature pertaining to government.

            "Laws" - means all laws, principles of common law, statutes,
constitutions, treaties, rules, regulations, ordinances, codes, rulings, Orders
and determinations of all Governmental Entities.

            "Liquidating Transaction" - means (i) an acquisition of the Company
by another entity by means of any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation)
that results in the transfer



of fifty percent (50%) or more of the outstanding voting power of the Company or
a sale of all or substantially all of the assets of the Company, or (ii) an
initial public offering of the Company.

            "Order" - any award, decision, stipulation, injunction, judgment,
order, ruling, subpoena, writ, decree or verdict entered, issued, made or
rendered by any Governmental Entity.

            "Person" - any individual, sole proprietorship, firm, corporation
(including any non-profit corporation and public benefit corporation), general
or limited partnership, limited liability partnership, joint venture, limited
liability company, estate, trust, association, organization, labor union,
institution, entity or Governmental Entity, including any successor (by merger
or otherwise) of such entity.

            "Satcom Contribution Agreement" - means the Satcom Contribution
Agreement, dated February 17, 2004 entered into among ORBCOMM LLC, Satcom, DF,
Nancy Franco, Jerome B. Eisenberg and Europa.

            "Stock Purchase Agreement" - means the Stock Purchase Agreement,
dated February 17, 2004 entered into among the Company, ORBCOMM LLC, and the
investors listed therein.

                                   ARTICLE II

                            SALE OF THE SATCOM SHARES

            2.01  Purchase Price of the Satcom Shares. (a) Subject to the prior
occurrence of the Closing under the Satcom Contribution Agreement of each date
herewith, upon the occurrence of a Liquidating Transaction, at the Closing (as
defined below), each Investor shall sell and assign all right, title and
interest in and to their respective Satcom Shares to the Company pursuant to the
terms and conditions of this Agreement and, upon receipt of the closing
deliveries set forth in Section 2.03 hereof, the Company shall pay the Investors
the following amounts, in cash:

                  (i) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction of less than
or equal to $250,000,000, $1.00;

                  (ii) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction of more than
$250,000,000 but less than or equal to $300,000,000, $2,000,000 plus $1 for each
$50 that the amount of the gross proceeds to the Company as a result of such
Liquidating Transaction exceeds $250,000,000;

                  (iii) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction of more than
$300,000,000 but less than or equal to $500,000,000, $3,000,000 plus $3 for each
$200

                                       2


that the amount of the net proceeds to the Company as a result of such
Liquidating Transaction exceeds $300,000,000; or

                  (iv) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction of more than
$500,000,000, $6,000,000.

            (b)   The gross proceeds of a Liquidating Transaction shall be based
upon the valuation of the proceeds received by the Company as a whole. In the
event all or any portion of the consideration paid in a Liquidating Transaction
is paid other than in cash, such consideration shall be valued as provided in
Section 2(c)(ii) in the Amended and Restated Certificate of Incorporation of the
Company as of the date of this Agreement (without giving effect to any
subsequent amendments thereto).

            (c)   The payment of the consideration in paragraph (a) above shall
be paid by the Company by wire transfer of immediately available funds to the
accounts designated in writing by the Investors upon receipt by the Company of
the proceeds of the relevant Liquidating Transaction.

            2.02  Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement (the "Transaction") will take place at the
offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York City, on the
closing date of the relevant Liquidating Transaction, or such other date as the
parties may agree.

            2.03  Closing Deliveries. At the Closing, the Investors shall
deliver to the Company:

            (a)   duly executed transfer forms in the form of Exhibit A hereto
for the Satcom Shares owned by the Investors in favor of the Company (or as the
Company may direct), together with the relevant share certificates and any power
of attorney under which any transfer is executed on behalf of an Investor; and

            (b)   such waivers or consents as the Company may require to be
signed by the Investors to enable the Company or its nominee to be registered as
a holder of the Satcom Shares owned by the Investors.

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

            3.01  The representations and warranties made jointly and severally
by the Investors pursuant to the Satcom Contribution Agreement are hereby
incorporated by reference herein.

                                       3


                                   ARTICLE IV

                            COVENANTS OF THE PARTIES

            4.01 Cooperation. Each of the Investors will cooperate with the
Company and use all commercially reasonable efforts to take all actions and do
all things necessary or advisable under this Agreement and applicable Laws or
reasonably requested by the Company to complete the transactions contemplated
herein.

            4.02 Satcom Approvals. Prior to the Closing, the Company shall
procure a resolution of the board of directors of Satcom approving the
registration of the transfer of the Ordinary Shares owned by the Investors to
the Company, subject only to such Ordinary Shares being duly stamped by or on
behalf of the Company.

            4.03 Stamp Taxes. The Company shall pay all stamp and other transfer
taxes payable in connection with the transfer of the Satcom Shares hereunder.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

            5.01 Survival of Representations and Covenants. The representations,
warranties and covenants of the Investors will survive for a period of ninety
(90) days after the Closing and will thereupon expire together with any right to
commence any suit, action, arbitration or other proceeding for breach thereof.

            5.02 Offset. In the event of any breach of any representation,
warranty or covenant made by the Investors herein, the amount any loss or
liability actually incurred by the Company as a result of such breach may be
offset against the amount of any payment to be made to the Investors pursuant to
Section 2.03; provided, that nothing in this Section 5.02 is intended to waive
or preclude any claims, rights or remedies which the Company may have at law or
in equity with respect to the matters covered by this Agreement; and provided
further that the maximum liability of the Investors shall not exceed the amount
of any such payment which shall become payable.

            5.03 Notices. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written or electronic
confirmation of receipt), (b) sent by facsimile (with written confirmation of
receipt), provided, that a copy is mailed by registered mail, return receipt
requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):

            (a)   If to the Company:

                                       4


                  ORBCOMM Inc.
                  21700 Atlantic Blvd.
                  Dulles, VA 20166
                  Attention: Don Franco
                  Facsimile No.: 703-433-6400

                  with a copy to:

                  Chadbourne & Parke LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Attention: Alejandro San Miguel
                  Facsimile No.: 212-541-5369

            (b)   If to Satcom:

                  Satcom International Group Plc.
                  7 East Ridgewood Avenue
                  Paramus, NJ 07652
                  Attention:
                  Facsimile No.: 201-327-4318

            (c)   If to the Investors:

                  to the addresses set forth on the signature pages.

            5.04 Governing Law. This Agreement will be construed in accordance
with and governed by the internal laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without regard to
conflicts of laws principles thereof.

            5.05 Entire Agreement and Modification. This Agreement constitutes a
complete and exclusive statement of the terms of the agreement between the
parties with respect to the subject matter contained herein and therein and
supersede all prior agreements between the parties.

            5.06 No Oral Modification. This Agreement may not be amended except
by a written agreement executed by the Company and the Investors. Any attempted
amendment in violation of this Section 5.06 will be void ab initio.

            5.07 Assignments, Successors, and No Third-Party Beneficiaries. No
party may assign any of its rights under this Agreement without the prior
written consent of the other parties to this Agreement; provided, however, that
no assignment will limit or affect the assignor's obligations hereunder. Subject
to the preceding sentence, this Agreement will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the parties. Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement any legal
or equitable right, remedy or claim under or with respect to this Agreement.

                                       5


Subject to the preceding sentence, this Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and assigns.

            5.08 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

            5.09 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which together will be deemed to constitute one and
the same agreement.

                                       6


      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties as of the date first written above.

ORBCOMM Inc.

By: /s/ Don Franco
    ----------------------------------
    Name: Don Franco
    Title:

Europa Holdings Limited

                                                  /s/ Don Franco
                                                 ----------------------------
/s/ Jerome B. Eisenberg                          Don Franco
- ---------------------------------
By: Jerome B. Eisenberg

Title:                                           Address:
                                                 12 Hickory Hill Road
                                                 Saddle River, NJ 07458
Address:                                         Facsimile: 201-327-4318

                                       7


                                   SCHEDULE A

                                  SATCOM SHARES



        INVESTOR                        SATCOM SHARES
- -----------------------                 -------------
                                     
       Don Franco                           1,000
Europa Holdings Limited                     1,000


                                       8

EX-10.8.3

                                                                  EXHIBIT 10.8.3

                             Dated October 7, 2005

                                THE PARTICIPATORS

                                       AND

                         SATCOM INTERNATIONAL GROUP PLC

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

                            REORGANISATION AGREEMENT

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

                      Regis House, 45 King William Street, London EC4R 9AN
                                            TEL 020-7337-8000 FAX 020-7337-8001



Table of Contents

                                                                                         
1.    Definitions and interpretation.....................................................    2

2.    Subscription.......................................................................    6

3.    Pre-Completion Matters.............................................................    6

4.    Conditions.........................................................................    7

5.    Completion.........................................................................    8

6.    Warranties.........................................................................    9

7.    Management.........................................................................    9

8.    Rights of first refusal............................................................   10

9.    Tag-along and drag-along...........................................................   13

10.   New members........................................................................   14

11.   Shareholder consent................................................................   14

12.   Duration of obligations............................................................   15

13.   Confidentiality....................................................................   15

14.   New Articles.......................................................................   16

15.   General............................................................................   16

Schedule 1 (Particulars of the Investors)................................................   28

Schedule 2 (Particulars of the Company)..................................................   31

Schedule 3 (Board Minutes)...............................................................   32

Schedule 4 (Notices of Extraordinary General Meeting)....................................   35

Schedule 5 (Subscription Application Form)...............................................   37

Schedule 6 (Warranties and Representations)..............................................   38

Schedule 7 (Deed of Adherence)...........................................................   40

Schedule 8 (Deed of Consent).............................................................   41





                                                                                         
Schedule 9 (Deed of Release).............................................................   42

Schedule 10 (Consent to Short Notice)....................................................   44

Schedule 11 (Beneficial Owners)..........................................................   45

Schedule 12 (Existing Shareholders)......................................................   46

Schedule 13 (Forms of Proxy).............................................................   47





THIS REORGANISATION AGREEMENT is made the 7 day of October, 2005.

BETWEEN:

(1)   THE PERSONS whose names and addresses or registered offices are set out in
      Schedule 1 (the "PARTICIPATORS"); and

(2)   SATCOM INTERNATIONAL GROUP PLC, a public limited company registered in
      England under Number 3133496 whose registered office is at 7 Spa Road,
      London SE16 3QQ; (the "COMPANY").

RECITALS:

(A)   The Company is to undergo a reorganisation (the "REORGANISATION") so that
      each of the holders of convertible notes and demand notes issued by the
      Company and certain other creditors (including directors) will be issued
      new fully paid ordinary shares of (pound)1 each in the capital of the
      Company in exchange for the release of certain actual and contingent
      liabilities of the Company and a general release in respect of acts or
      omissions of the Company, Orbcomm Inc, Orbcomm Holdings LLC, and Orbcomm
      LLC and their respective directors, officers, employees and advisers
      insofar as they relate to the current or former business, operations,
      assets or liabilities of the Company.

(B)   Certain Investors (as defined below) were entitled to receive from the
      Company payments by way of interest on loans, and/or accrued salary and
      expenses, but in the interest of recapitalising the Company to allow it to
      continue in business and grow and, also raise further monies, they have
      agreed to forgive such debts.

(C)   Each Investor has agreed to subscribe for the number, if any, of
      Subscription Shares (as defined below) set forth next to each such
      Investor's name in Schedule 1 in the share capital of the Company upon the
      terms and conditions hereinafter contained.

(D)   The number of Subscription Shares is based on calculations carried out as
      at 30 June 2005.

(E)   The books and records of the Company currently show some inconsistencies
      with the parties' understanding of the actual position and accordingly the
      Beneficial Owners (as defined below) by signing this Agreement agree to
      instruct the relevant Existing Shareholders, who are holding shares
      beneficially owned by others to act in accordance with this Agreement so
      as to give effect to its provisions and the relevant Existing Shareholders
      by signing this Agreement agree to do so.

(F)   In reaching the terms set out below, the Directors have had to balance the
      interests and rights of each Investor, against the needs of the Company to
      improve its financial position and to attract new investors.

NOW IT IS HEREBY AGREED as follows:

                                       1


1.    DEFINITIONS AND INTERPRETATION

      In this Agreement (which expression shall be deemed to include the
      Schedules hereto):

1.1   unless there be something in the subject or context inconsistent
      therewith, the following expressions have the following meanings:

      "AFFILIATE" means , in relation to a person, (i) any corporate person, any
      Subsidiary or Ultimate Holding Company of that person and any other
      Subsidiary of that Ultimate Holding Company, and (ii) any natural person
      who is a shareholder, director or officer of the entities referred to in
      (i) hereof (together with their close relatives and related trusts);
      provided always that neither the Company, any of its Subsidiaries nor any
      shareholder, director or officer of the Company or its Subsidiaries shall
      be regarded as being an Affiliate of any Shareholder for the purposes of
      this Agreement;

      "ARTICLES" means the articles of association from time to time of the
      Company (and any reference to an "Article" shall be a reference to that
      article of the Articles);

      "AUDITORS" means the auditors from time to time of the Company;

      "BENEFICIAL OWNER" means each person, listed in Schedule 10, who is
      beneficially entitled to Shares currently registered in the name of
      Existing Shareholders;

      "BOARD MINUTES" means the draft minutes of a meeting of the board of
      directors of the Company in the form set out in Schedule 3 or as approved
      by the Directors;

      "BUSINESS DAY" means any day other than a Saturday, a Sunday, a public
      holiday and any other day on which banks in London, England and New York,
      United States of America are closed for retail business;

      "COMPANIES ACT" means the Companies Act 1985 as amended by the Companies
      Act 1989;

      "COMPLETION" means the performance by the parties of the obligations
      assumed by them respectively under clause 5;

      "CONDITIONS" means the conditions to Completion set out in clause 4.1;

      "CONFIDENTIAL INFORMATION" means all information used in or relating to
      the business, customers, financial, know-how or other affairs of the
      Company but not publicly known, including information relating to:

            (i)   the marketing of goods and services, customer names and other
                  details of customers, sales targets, sales and market share
                  statistics, prices, market research reports and surveys and
                  advertising or other promotional material; and

                                       2


            (ii)  future projects, business development or planning, commercial
                  relationships and negotiations; and

            (iii) all secret processes in the possession of or under the control
                  of the Company.

      "CONSENT TO SHORT NOTICE" means the text set out in Schedule 10 forming
      part of or annexed to or referring to a Notice of Meeting and consenting
      to such meeting being convened and held on less than the usual period of
      notice or such other text as the Directors may approve;

      "DEED OF ADHERENCE" means a deed in the form set out in Schedule 7, or a
      deed in such other form or comprising such other terms as the Company and
      each person who becomes a Shareholder after Completion may agree;

      "DEED OF CONSENT" means a deed in the form set out in Schedule 8 or
      comprising such other terms as the Company and the Existing Shareholders
      may agree;

      "DEED OF RELEASE" means a deed in the form set out in Schedule 9, or a
      deed in such other form or comprising such other terms as the Company and
      the relevant Investors may agree;

      "DIRECTORS" means the directors of the Company from time to time;

      "ENCUMBRANCE" means and includes any interest, right or equity of any
      person (including, without prejudice to the generality of the foregoing,
      any right to acquire, option or right of pre-emption) or any mortgage,
      charge, pledge, lien or assignment or any other encumbrance, priority or
      security interest or arrangement of whatsoever nature over or in the
      relevant property;

      "EXISTING SHAREHOLDERS" means the holders of record of existing Shares at
      the Relevant Time, at the date of this Agreement being those persons
      listed in Schedule 12;

      "HOLDING COMPANY" has the meaning given in sub-clause 1.12;

      "INVESTOR" means each person, whether or not an Existing Shareholder, who
      agrees, pursuant to sub-clause 2.1, to subscribe for Subscription Shares;

      "INDEBTEDNESS" means any loan, bond, note, loan stock or debenture or
      other obligation for borrowed monies, any liability in respect of any
      acceptance credit or note or bill discounting facility, any amount of
      consideration left outstanding by way of loan under any agreement for the
      sale of assets and/or the supply of services and any guarantee or
      indemnity in respect of any of the foregoing, the amount thereof in each
      case being taken for this purpose to be the maximum amount capable of
      being outstanding from the Company thereunder whether or not then due or
      owing or advanced at the time of calculation including all interest and
      charges;

                                       3


      "NOTICE OF MEETING" means the notice of an extraordinary general meeting
      of the Company in the form set out in Schedule 4 or such other form as the
      Directors may approve;

      "PARTICIPANTS" or "PARTIES HERETO" means the Existing Shareholders, the
      Beneficial Owners, the Investors, and, after Completion, the Shareholders
      and the Company;

      "PERMITTED TRANSFEREE" means in the case of a Shareholder that is a
      natural person, the spouse (including widow or widower) or issue of the
      Shareholder, a trust that benefits the Shareholder or his spouse
      (including widow or widower) or both, his or their issue or a charity or
      any person controlled by such a trust or an entity controlled directly or
      indirectly by the Shareholder and, in the case of a Shareholder that is a
      body corporate, any body corporate that is wholly owned by that
      Shareholder and any natural person, trust or body corporate that controls
      the majority of the voting rights of the Shareholder;

      "PROXY FORM" means the form of proxy in the form set out in Schedule 13 or
      such other form as the Directors may approve;

      "RELEVANT TIME" means 5pm Eastern Standard Time on the date of the Notice
      of Meeting;

      "QUALIFYING DEBT" means the aggregate amount of principal debt owing by
      the Company to the holders of convertible notes, holders of demand notes,
      directors (in respect of their salaries, fees and expenses) and SEC
      Orbcomm Middle East, Ltd.; CEC Bosphorous Communications Inc., and Europe
      America Limited (in respect of amounts claimed in respect of certain
      territorial rights);

      "SHARES" means the ordinary shares of (pound)1 each in the share capital
      of the Company;

      "SHAREHOLDERS" means all those Participants that remain or become
      registered holders of Shares after Completion together any person that
      becomes a registered holder of Shares after Completion after signing a
      Deed of Adherence;

      "SUBSCRIPTION APPLICATION FORM" mean the application form in the form set
      out in Schedule 5, or such other form as the Directors may approve;

      "SUBSCRIPTION SHARES" means the new Shares to be subscribed by the
      Investors as referred to below;

      "SUBSIDIARY" has the meaning given in sub-clause 1.12;

      "ULTIMATE HOLDING COMPANY" means a Holding Company which is not also a
      Subsidiary; and

      "WARRANTIES" means the warranties and representations of the Company and
      the Participants are referred to in clause 6.

                                       4


1.2   subject as herein otherwise expressly defined, words and phrases defined
      in the Companies Act and in the Articles bear the same respective
      meanings;

1.3   unless otherwise specified, words importing the singular include (where
      appropriate) the plural, words importing any gender include (where
      appropriate) every gender, and words importing persons include bodies
      corporate and unincorporate; and (in each case) vice versa;

1.4   reference to clauses and other provisions are references to clauses and
      other provisions of this Agreement and any reference to a sub-clause is,
      unless otherwise stated, a reference to a sub-clause of the clause in
      which the reference appears;

1.5   all warranties, representations, agreements and obligations given or
      entered into by the Participants are given or entered into severally
      unless otherwise specified;

1.6   the headings shall not affect the interpretation of this Agreement;

1.7   the expressions "hereunder", "hereto", "herein", "hereof" and similar
      expressions relate to this entire Agreement and not to any particular
      provision thereof;

1.8   any undertaking by any of the parties hereto not to do any act or thing
      shall be deemed to include an undertaking not to permit or suffer the
      doing of that act or thing;

1.9   references to this Agreement or any other document shall, where
      appropriate, be construed as references to this Agreement or such other
      document as varied, supplemented, novated and/or replaced in any manner
      from time to time;

1.10  references to any English legal or accounting term for any action, remedy,
      method of judicial proceeding, insolvency proceeding, event of incapacity,
      legal or accounting document, legal or accounting status, court,
      governmental or administrative authority or agency, accounting body,
      official or any legal or accounting concept practice or principle or thing
      shall in respect of any jurisdiction other than England be deemed to
      include what most approximates in that jurisdiction to the English legal
      or accounting term concerned;

1.11  except where used for definitional purposes, any reference to a statute or
      to a statutory provision shall be to that provision as modified, replaced
      or re-enacted from time to time; and

1.12  a company is a Subsidiary of another company, its Holding Company if that
      other company:

            (a)   holds a majority of the voting rights in it, or

            (b)   is a member of it and has the right to appoint or remove a
                  majority of its board of directors, or

                                       5


            (c)   is a member of it and controls alone, pursuant to an agreement
                  with other shareholders or members, a majority of the voting
                  rights in it,

      or if it is a Subsidiary of a company which is itself a Subsidiary of that
      other company.

2.    SUBSCRIPTION

2.1   Each Investor shall subscribe for the number of Subscription Shares set
      out next to such person's name in Schedule 1 hereto, for the Consideration
      (as defined below) upon the terms and conditions hereinafter contained.

2.2   The Subscription Shares shall be issued free from any Encumbrance and with
      all rights attaching thereto and thereafter accruing thereto, including
      the right to receive all dividends or other distributions which may be
      declared after the date of Completion.

2.3   Each of the Existing Shareholders hereby waives and each of the Beneficial
      Owners agrees to procure the waiver of any restrictions (including
      pre-emption rights on new share issues) which may exist in relation to the
      Subscription Shares under the Articles or otherwise.

2.4   The consideration ("CONSIDERATION") for the Subscription Shares, payable
      by each Investor, shall be the amount (representing par value and the
      relevant, agreed, premium (if any)) set out next to each Investor's name
      in Schedule 1, which shall be satisfied in each case by the release, to be
      effected by the execution and delivery to the Company of a Deed of Release
      by each such Investor of the outstanding amount owed by the Company to
      such Investor, as shown next to the person's name in Schedule 1.

3.    PRE-COMPLETION MATTERS

3.1   Contemporaneously with executing this Agreement:

            (a)   each Investor shall deliver to the Company the following
                  documents, each of which shall have been duly completed and
                  executed but, unless otherwise stated below, not dated:

                  (i)   Subscription Application Form; and

                  (ii)  Deed of Release;

                  and if an Investor is also a Shareholder:

                  (iii) Dated Proxy Forms; and

                  (iv)  Dated Consent to Short Notice; and

            (b)   each Existing Shareholder (that is not also an Investor) shall
                  deliver to the Company the following documents, each of

                                       6


                  which shall have been duly completed and executed, but, unless
                  otherwise stated below, not dated:

                  (i)   Deed of Consent;

                  (ii)  Dated Proxy Forms; and

                  (iii) Dated Consent to Short Notice

      each of which shall be held in escrow ("ESCROW") by the Company until the
      earlier of Completion occurring and 1 November 2005.

3.2   The terms of the Escrow are that:

            (a)   all Deeds of Consent, Consents to Short Notice and Proxy Forms
                  shall immediately be released to the Company for use in
                  satisfying conditions in sub-clauses 4.1 and 4.3 of this
                  Agreement; and

            (b)   all Subscription Application Forms and all Deeds of Release
                  shall be released to the Company for the purpose of effecting
                  Completion

      and if Completion does not occur on or before 31 October 2005 all the
      above documents will be returned to the relevant parties hereto unless
      otherwise agreed prior to such date.

3.3   To give effect to the above each Participant hereby irrevocably appoints
      each Director severally, not jointly, so that any Director may act alone,
      as his agent to insert, where appropriate, the relevant date in each
      relevant document and to deliver and use such documents for the above
      referred to purposes.

4.    CONDITIONS

4.1   This Agreement shall come into effect immediately following its execution
      by the holders of not less than 95% of the Qualifying Debt, calculated as
      set out in sub-clause 4.1.2 but on the date the Company executes this
      Agreement, the Beneficial Owners and Existing Shareholders together
      holding or being interested in Shares carrying not less than 75% of the
      votes attributable to the Shares in issue on the date the Company executes
      this Agreement but the obligations of the parties to complete the
      subscription envisaged by this Agreement (the "SUBSCRIPTION") and the
      obligations contained in clauses 7 - 12 (inclusive) and clause 14 are
      conditional upon the following:

      4.1.1 the passing at a duly convened and held general meeting of the
            Company (or by equivalent, permitted, written resolution of all
            shareholders entitled to attend and vote at such general meeting) of
            the ordinary resolutions set out in the Notice of Meeting or such
            other ordinary resolutions, to the same substantive effect, as the
            Directors may approve);

                                       7


      4.1.2 the holders of not less than 95% of the Qualifying Debt, as finally
            determined by the Directors at 5pm (Eastern Standard Time) on the
            day prior to that scheduled for Completion shall have consented, to
            the proposed Reorganisation as contemplated by this Agreement, such
            consent being evidenced by signature of this Agreement;

      4.1.3 the Existing Shareholders and Beneficial Owners holding or owning
            not less than 75% of the Shares at the Relevant Time shall have
            executed a Deed of Consent.

4.2   The parties shall use their respective best endeavours to satisfy or
      procure satisfaction of each of the above conditions before 1 October
      2005.

4.3   The Company may, by written instrument, waive (in whole or in part) the
      condition contained in sub-clauses 4.1.2 or 4.1.3 provided that if the
      Company waives the condition contained in sub-clause 4.1.2 then each
      Investor that has signed this Agreement shall have the right, at any time
      prior to the Completion, to revoke its execution and delivery of this
      Agreement and any related documents hereto by providing the Company
      written notice thereof prior to the Completion.

5.    COMPLETION

5.1   Completion shall take place at the offices of Chadbourne & Parke LLP, 30
      Rockefeller Plaza New York, NY 10112-0127 not later than the third
      Business Day next following satisfaction, or waiver, of the Conditions, or
      if the condition in sub-clause 5.2.1 has not been met, at the third
      Business Day after the date of the Notice of Meeting.

5.2   On Completion:

      5.2.1 the Subscription Application Forms shall be released to the Company.

      5.2.2 the Deeds of Release shall be released to the Company.

      5.2.3 the Company shall procure the following to be done:

            (a)   a meeting of the directors shall be held at which the business
                  referred to in the Board Minutes shall be transacted and all
                  documents and forms referred to therein shall be executed and
                  signed;

            (b)   the register of members of the Company shall be written up to
                  reflect the allotment and issue of the relevant number of
                  Subscription Shares and definitive certificates in respect of
                  such Subscription Shares shall be issued in favour of and
                  delivered to the Investors; and

            (c)   the register of members of the Company shall be written up to
                  reflect the transfers of the shares referred to in paragraph 6
                  of the Board Minutes, provided the same shall have been duly
                  stamped.

                                       8


5.3   The Company shall procure that within the time limits prescribed by the
      Companies Act, those documents and forms referred to in the Board Minutes
      which require filing with the Registrar of Companies shall be so filed.

6.    WARRANTIES

6.1   The Company warrants and represents to each Participant on the date hereof
      and again immediately prior to Completion, that each of the provisions of
      Schedule 6, Part I is true and correct or (as the case may be) has been
      wholly performed.

6.2   Each of the Investors severally warrants and represents to the Company and
      to each of the other Participants on the date hereof and again immediately
      prior to Completion, in respect only of their own situation that each of
      the provisions of Schedule 6, Part II is true and correct or (as the case
      may be) has been wholly performed.

6.3   Each of the Existing Shareholders severally warrants and represents to the
      Company and each of the other Participants on the date hereof and again
      immediately prior to Completion, in respect only of their own situation
      that each of the provisions of Schedule 6, Part III is true and correct or
      (as the case may be) has been wholly performed.

6.4   Each of the Beneficial Owners severally warrants and represents to the
      Company and each of the other Participants on the date hereof and again
      immediately prior to Completion, in respect only of their own situation
      that each of the provisions of Schedule 6, Part IV is true and correct or
      (as the case may be) has been wholly performed.

6.5   The Warranties shall continue in full force and effect notwithstanding
      Completion and are given subject to any matter expressly provided for
      under the terms of this Agreement.

6.6   The Company shall indemnify each of the Participants in respect of any
      breach of sub-clause 6.1 and each Participant severally shall indemnify
      the Company and each other Participant in respect of any breach of
      sub-clause 6.2, 6.3 or 6.4 (as appropriate) by that first mentioned
      Participant.

7.    MANAGEMENT

7.1   The Company undertakes with each Shareholder that (save as otherwise
      provided or contemplated in this Agreement), it will not without a vote in
      favour of the relevant proposal by the holders of not less than 66-2/3% of
      the votes attributable to the Shares:

      7.1.1 sell, transfer, lease, licence or in any way (including by way of
            merger) dispose of all or substantially all of its undertaking,
            assets or business, except in the ordinary course of its business;

      7.1.2 acquire another company, body corporate, partnership (limited or
            general) at an aggregate cost of US$100,000 or more per acquisition;

                                       9


      7.1.3 incorporate any subsidiary; or

      7.1.4 change the business of the Company or acquire or make any investment
            in a business engaged in substantially different business activities
            to the Company.

7.2   The Shareholders hereby severally agree amongst themselves (as an
      enforceable right actionable by each Shareholder individually against each
      other Shareholder) that they will at all times vote their Shares so as to
      ensure that the board of the Company is comprised of not more than five
      (5) Directors and that the holder of a majority of the votes attributable
      to the Shares may appoint, remove and replace three (3) Directors and each
      holder or holders of not less than 20% of the remaining Shares may
      appoint, remove and replace one (1) Director.

7.3   For the avoidance of doubt, the parties hereto acknowledge that Part X of
      the Companies Act 1985 (Enforcement of Fair Dealings by Directors) applies
      to the Company including, in particular, section 320 (Substantial property
      transactions involving directors and persons connected with them).

7.4   The Company shall provide to each Shareholder holding at least 5% of the
      then outstanding Shares:

            (a)   quarterly statements of profit and loss, balance sheets and
                  statements of cash flow within 45 days of the close of each
                  calendar quarter, and within 90 days of the end of a fiscal
                  year, such statements to be prepared in accordance with
                  English GAAP and accompanied with a summary management
                  discussion on the results of operations; and

            (b)   a copy of the financial statements of ORBCOMM Europe LLC
                  received by the Company.

7.5   The Company hereby agrees with each of the Shareholders, that it will, as
      a shareholder in Orbcomm Europe LLC use all reasonable endeavours to
      ensure that no person who is, at the relevant time, or who later becomes
      an officer, director or paid consultant to either the Company or OHB
      Technology AG (or any Affiliate of OHB Technology AG) shall be appointed,
      or remain (as appropriate) an employee of Orbcomm Europe LLC without the
      consent of the Shareholders.

7.6   The Company hereby agrees with each of the Shareholders, that it shall not
      appoint or maintain (as appropriate) as an employee of the Company, any
      director of, or paid consultant to, the Company without the consent of the
      Shareholders.

8.    RIGHTS OF FIRST REFUSAL

8.1   Except as provided in sub-clause 8.2 below and except as suspended in
      respect of any transfer by a resolution passed by the holders of not less
      than 66-2/3% of the votes attributable to the Shares (excluding for this
      purpose the Transferor's

                                       10


      Shares) no holder of Shares with aggregate votes attributable to such
      Shares equalling or exceeding 2% (two per cent) of the total votes,
      calculated at the time a Transfer Notice (as defined below) would, if
      required, have to be issued, attributable to all Shares then in issue
      shall be entitled to transfer or otherwise dispose of its Shares or of any
      interest in them (including by creating any Encumbrance or trust over
      them) without first offering such Shares for transfer to the other
      Shareholders.

8.2   A Shareholder (the "TRANSFEROR") may transfer any or all of its Shares
      (the "SALE SHARES") to:

      8.2.1 a person approved in writing by the holders of not less than 66-2/3%
            of the votes attributable to the Shares (excluding for this purpose
            the Transferor's Shares);

      8.2.2 a Permitted Transferee;

      8.2.3 (if the Transferor is an entity) to its members (or members or its
            members), partners or any wholly-owned subsidiary;

      8.2.4 a person entitled to the shares by operation of law;

      provided that in the case of any transfer to be effected pursuant to
      sub-clauses 8.2.2, 8.2.3 or 8.2.4, the Transferor or the proposed
      transferee, in the case of transmission by operation of law shall inform
      the Company of such transfer before it is effected and the Permitted
      Transferee, or proposed transferee shall execute a Deed of Adherence,
      provided further that in the case of any transfer under either sub-clause
      8.2.2 or 8.2.3 to a person that meets the relevant criteria on the day
      that the transfer is registered, if at any time that person ceases to meet
      such criteria, that person shall be deemed to have issued a notice under
      sub-clause 8.3, with the Specified Terms being such terms as the Directors
      determine to be fair at the time they receive actual notice of the facts
      giving rise to the deemed notice and the Offer Period being 90 Business
      Days of the Directors becoming so aware.

8.3   (a)   A Transferor that wishes to transfer its Shares (other than as
            permitted in sub-clause 8.2 above) shall give notice to the other
            Shareholders (the "ONGOING SHAREHOLDERS") specifying the details of
            the proposed transfer, including the identity of the proposed
            transferee and the price and other terms (the "SPECIFIED TERMS") for
            the Sale Shares offered to it by a person (the "OFFEROR"), whether
            or not a Shareholder, under a bona fide offer, capable of
            unconditional acceptance by the Transferor in the next 90 Business
            Days and shall invite the Ongoing Shareholders to notify the
            Transferor during the Offer Period (as defined below) whether they
            are willing to purchase the Sale Shares (a "TRANSFER NOTICE"). A
            copy of the Transfer Notice shall be served on the Company.

      (b)   A Transfer Notice may not be revoked and shall remain open for
            acceptance by the Ongoing Shareholders for a period (the "OFFER
            PERIOD") of 30 Business Days from the date of the Transfer Notice.

                                       11


      (c)   Within 30 Business Days of the date of the Transfer Notice, each
            Ongoing Shareholder wishing to purchase Sale Shares, shall give a
            notice to the Transferor saying such Ongoing Shareholder wishes to
            purchase all, but not any lesser part of the number of Sale Shares
            equal to the proportion of the Sale Shares in the Transfer Notice
            which the number of Shares held by such Ongoing Shareholder at the
            date of the Transfer Notice bears to the total number of Shares held
            by the Ongoing Shareholders at the date of the Transfer Notice, on
            terms at least as favourable to the Transferor as the Specified
            Terms.

      (d)   If at the expiry of the Offer Period, all the Sale Shares have not
            been applied for by the Ongoing Shareholders, the Transferor shall
            be entitled (but not obliged) to offer (by means of a further
            Transfer Notice (the "EXCESS TRANSFER NOTICE") the Excess Shares to
            those Ongoing Shareholders that have indicated that they will
            purchase their due proportion of the Sale Shares by reference to
            their holdings at the date of the Transfer Notice and the Offer
            shall, for this second offer remain open (the "SECOND OFFER PERIOD")
            for a further 10 Business Days from the date of the Excess Transfer
            Notice.

      (e)   On the expiry of the Second Offer Period, if an Ongoing Shareholder
            has notified the Transferor that it wishes to purchase a portion of
            the Sale Shares, such Ongoing Shareholder shall be bound to pay the
            purchase price for, and to accept a transfer of, such portion of the
            Sale Shares and the Transferor shall be bound, on payment of the
            purchase price, to transfer such portion of the Sale Shares to the
            Transferee provided that the Transferor shall not be bound to sell
            to any Ongoing Shareholder unless all the Sale Shares have been
            agreed to be purchased by one or more Ongoing Shareholders.

      (f)   If at the expiry of the Second Offer Period, the Ongoing
            Shareholders have not notified the Transferor that they wish to
            purchase the remaining Sale Shares ("THE EXCESS SHARES") on the
            Specified Terms, the Transferor, may at any time within a period of
            30 Business Days after the expiry of the Second Offer Period
            transfer all (or any part) of the Sale Shares to the Offeror on
            terms at least as favourable to the Transferor as the Specified
            Terms under a bona fide sale to the Offeror without any deduction,
            rebate or allowance to the Offeror.

8.4   If, as a result of the valid transfer of the Shares of the Shareholder
      under this Clause, a person would hold for the first time or cease to
      hold, any Shares, then:

      8.4.1 (other than in the case of an existing Shareholder) the transfer
            will not take effect until the transferee has executed and delivered
            to the Company a Deed of Adherence; and

      8.4.2 the Transferor shall notify the Company of such transfer as soon as
            practicable after the transfer takes effect.

                                       12


8.5   If, as a result of the valid transfer of a Shareholder's Shares, a person
      ceases to hold any Shares, then:

      8.5.1 the Transferor, who ceases to hold any Shares as a result of a
            transfer of Shares will cease to be a Shareholder;

      8.5.2 the rights of the Transferor under this Agreement will be passed to
            the transferee (without prejudice to any obligation in this
            Agreement expressed to be ongoing and without prejudice to liability
            for any prior breach).

9.    TAG-ALONG AND DRAG-ALONG

9.1   (a)   If the Ongoing Shareholders do not exercise their options to
            purchase all of the Transferor's Sale Shares and the Transferor
            still intends to proceed with the proposed transfer of the Sale
            Shares to the Offeror, the Transferor shall offer each Ongoing
            Shareholder the opportunity to require that completion of the
            Transfer by the Transferor shall be conditional upon the Offeror
            purchasing from such Ongoing Shareholders a pro rata portion of each
            such Ongoing Shareholders' Shares, based upon the number of Shares
            owned by the Transferor and the Ongoing Shareholders exercising
            rights pursuant to this sub-clause 9.1 (a "TAG-ALONG SALE"). The
            Ongoing Shareholders may exercise this right by delivering to the
            Transferor a Tag-Along Notice (as defined below) in accordance with
            sub-clause 9.1(c) below. The Ongoing Shareholders delivering such a
            notice are hereinafter referred to as the "TAG-ALONG SHAREHOLDERS".

      (b)   In connection with a Tag-Along Sale, (i) the only representations
            and warranties which any Tag-Along Shareholder shall be required to
            make, and shall make, in connection with any Transfer are
            representations and warranties with respect to its own ownership of
            the Shares to be sold by it and its ability to convey title thereto
            free and clear of Encumbrances and adverse claims, its due
            organisation (if applicable), its due authorisation (if applicable),
            execution and delivery of the relevant stock transfer form, and the
            enforceability of such stock transfer forms against it and (ii) the
            liability of the Tag-Along Shareholder with respect to any
            representation and warranty made in connection with any Transfer
            is the several liability of such Tag-Along Shareholder (and not
            joint with any other person).

      (c)   The Tag-Along Shareholders may exercise their rights pursuant to
            this sub-clause 9.1 by providing notice (the "TAG-ALONG NOTICE") to
            the Transferor no less than 10 and no more than 20 Business Days
            after the expiration of the Second Offer Period. The Tag-Along
            Notice shall set out the number of Shares each of the Tag-Along
            Shareholders has elected to include in the Tag-Along Sale. The
            Tag-Along Notice shall constitute the relevant Tag-Along
            Shareholder's binding agreement to sell the Shares specified in the
            Tag-Along Notice on the terms and conditions applicable to the
            Tag-Along Sale provided that if there is any material change in the
            terms and conditions of such Tag-along

                                       13


            Sale after the Tag-Along Notice is given, then each Tag-Along
            Shareholder shall have the right to withdraw from the Tag-Along Sale
            with respect to all Shares affected thereby.

      (d)   If the Offeror does not complete the purchase of all of the Shares
            requested to be included in the Tag-Along Sale on the same terms and
            conditions applicable to the Transferor, the Transferor shall not
            complete the Transfer of any of its Shares to the Offeror and the
            Directors shall not register such Transfer. If no Tag-Along Notice
            is received by the Transferor prior to the end of the 20 Business
            Day period specified above, the Transferor shall have the right to
            complete the Transfer to the Offeror, together with any valid
            Tag-Along Sale, without the participation of an Ongoing Shareholder
            that has not provided the relevant Tag-Along Notice on the terms and
            conditions set out in the Notice of Transfer and only if such sale
            is completed within the 90 Business Day period specified in
            sub-clause 8.3(a). If any Tag-Along Sale does not occur within such
            90 Business Day period, the Shares that were subject to such
            Tag-Along Sale shall continue to be subject to all of the provisions
            contained in this Agreement.

      (e)   On the date of the Tag-Along Sale, each Tag-Along Shareholder shall
            deliver a certificate or certificates for the Shares to be sold in
            connection with the Tag-Along Sale, together with a duly completed
            and executed stock transfer form in favour of the Offeror (or any
            permitted person nominated by it).

9.2   If the holder of a majority of the votes attributable to the Shares agrees
      to sell all its Shares to a person other than one or more other
      Shareholders, that majority holder shall be entitled to require all other
      Shareholders to sell all their Shares to the same person at the same price
      provided that such majority holder may only exercise this right with the
      consent of the holders of not less than 66-2/3% of the votes attributable
      to the Shares.

10.   NEW MEMBERS

10.1  The parties hereto shall procure that before any person (other than an
      Existing Shareholder) is registered as a holder of any share in the
      Company, such person shall enter into a Deed of Adherence. The Company
      shall not register any such person as the holder of any Share until such a
      deed has been executed. Upon being so registered, that person shall be
      deemed to be a party to this Agreement.

11.   SHAREHOLDER CONSENT

11.1  Where this Agreement provides that any particular transaction or matter
      requires the consent, approval or agreement of the Shareholders such
      consent, approval or agreement will be effected by written resolution of
      the holders of at least 66-2/3% of the votes attributable to the Shares or
      by a resolution passed by the holders of at least 66-2/3% of the votes
      attributable to the Shares at a meeting of Shareholders convened by the
      Directors for such purpose on such

                                       14


      notice as the Directors, acting reasonably, consider to be appropriate,
      and such meeting may take place by any mechanism permitted by the Articles
      for conducting meetings of members of the Company or Directors, and may be
      given subject to such terms and conditions as the Shareholder may impose
      by the terms of the relevant resolution and any breach of such terms and
      conditions by any person subject thereto shall ipso facto be deemed to be
      a breach of the terms of this Agreement.

11.2  If the consent, approval or agreement of the Shareholder is required under
      more than one provision of this Agreement for any one transaction or
      matter, any consent, approval or agreement given in relation to that
      transaction or matter by the Shareholder shall be deemed to cover all
      consents, approvals or agreements required for that transaction or matter
      unless otherwise specified by the Investors in the relevant resolution.

12.   DURATION OF OBLIGATIONS

12.1  Subject to sub-clause 15.12, the obligations of each Shareholder shall
      continue for so long as such Shareholder remains a holder of Shares but,
      upon Shareholder ceasing to be a Shareholder, their obligations hereunder
      shall cease and determine save for any provision hereof which in relation
      to such Shareholder is expressly or by implication intended to come into
      force on or to continue in force after such cessation, and without
      prejudice to the due performance by such Shareholder of all their
      obligations up to the date of such cessation and the remedies of any of
      the other parties hereto in respect of a breach thereof.

12.2  Subject to sub-clause 15.12, the provisions of this Agreement shall remain
      in full force and effect with respect to a Shareholder until such time as
      such Shareholder is no longer the holder of any Shares in the Company,
      whereupon the obligations and liabilities of the Shareholder this
      Agreement shall forthwith cease and determine provided that such cesser or
      determination shall be without prejudice to any obligations or rights of
      any of the parties hereto which have accrued prior thereto.

13.   CONFIDENTIALITY

13.1  Each Shareholder undertakes to each of the other Shareholders and to the
      Company that such Shareholder will not at any time hereafter use or
      divulge or communicate to any person other than to officers or employees
      of the Company whose province it is to know the same or on the
      instructions of the Directors any Confidential Information which may come
      to such Shareholder's knowledge and such Shareholder shall use its best
      endeavours to prevent the publication or disclosure of any Confidential
      Information.

13.2  The obligations in sub-clause 13.1 shall continue to apply after such
      Shareholder shall cease to be a party to this Agreement or otherwise
      involved in the affairs of the Company without limit in point of time but
      shall cease to apply to information which shall come into the public
      domain other than by a breach of this clause or which for any other
      reason, other than through the default of that Shareholder, shall have
      ceased to be confidential.

                                       15


13.3  Each of the parties hereto shall use its best endeavours to procure that
      the Company observes and ensures that the officers, employees and agents
      of each of them observe a corresponding obligation of confidence to that
      set out in sub-clause 13.1 in relation to the Shareholders themselves.

13.4  No announcement or publicity concerning the terms of this Agreement or the
      interests of any Shareholder in the Company shall be made or issued by any
      of the parties hereto without the prior written approval of the Directors
      in the case of the Company or, in the case of the Shareholders as a body,
      by a resolution in accordance with such clause 11.1 and in the case of an
      individual Shareholder by that Shareholder, other than as required by law
      or by the rules of any regulatory organisation to which any of the parties
      hereto is subject (in which case the Shareholders and the Company shall
      promptly, and to the extent practicable, consult with each other on the
      form of the announcement).

14.   NEW ARTICLES

14.1  In order to give further effect to the provisions of clause 8, the
      Shareholders will on, or as soon as practicable following, Completion,
      pass a special resolution adopting new Articles of Association in
      substitution for the existing Articles, containing the relevant
      substantive provisions of clause 8 as is appropriate for a publicly
      available document.

14.2  In order to give effect to the above the Shareholders will execute and
      deliver to the Company the following documents:

            (a)   Dated Proxy Forms

            (b)   Date Consent to Short Notice

      each of which shall be held in escrow (the "SECOND ESCROW") by the Company
      until 1 November 2005.

14.3  The terms of the Second Escrow are that all such Proxy Forms and Consents
      to Short Notice shall be released to the Company on, and as part of,
      Completion and if Completion does not occur on or before 31 October 2005
      all such documents will be returned to the relevant Shareholders unless
      otherwise agreed prior to such date.

14.4  To give effect to the above, each Participant hereby irrevocably appoints
      each Director severally, not jointly, so that any Director may act alone,
      as his agent to deliver and use such documents for the above referred to
      purpose.

15.   GENERAL

15.1  COSTS

      Each of the Investors and the Company shall pay their own costs and
      disbursements incurred in relation to the negotiation, preparation and
      implementation of this Agreement.

                                       16


15.2  NOTICES

      15.2.1 All notices which are required to be given hereunder shall be in
             writing and shall be sent to the address of the recipient set out
             in this Agreement or in any Deed of Adherence or such other address
             as the recipient may designate by notice given in accordance with
             the provisions of this sub-clause.

      15.2.2 Any such notice may be delivered personally or by prepaid airmail
             letter or facsimile transmission and shall be deemed to have been
             served if by personal delivery when delivered, if by prepaid
             airmail letter 72 hours after posting and if by facsimile
             transmission when despatched.

      15.2.3 Notice given under this Agreement shall not be validly served if
             sent by e-mail.

15.3  SUCCESSORS BOUND

      This Agreement shall be binding on and shall enure for the benefit of the
      successors and assigns and personal representatives (as the case may be)
      of each of the parties hereto.

15.4  ASSIGNMENT

      None of the parties hereto may assign their rights or obligations in whole
      or in part hereunder without the prior written consent of the other
      parties hereto, provided that this sub-clause shall not prevent a lawful
      transfer of Shares pursuant to clauses 8 or 9.

15.5  THIRD PARTY RIGHTS

      A person who is not a party to this Agreement has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
      Agreement but this does not affect any right or remedy of a third party
      which exists or is available apart from that Act.

15.6  CONTINUING AGREEMENT

      All provisions of this Agreement shall, so far as they are capable of
      being performed and observed, continue in full force and effect
      notwithstanding Completion, except in respect of those matters then
      already performed.

15.7  FURTHER ASSURANCE

      15.7.1 The parties hereto shall, and shall use their respective best
             endeavours to procure that any necessary Affiliates shall, do,
             execute and perform all such further deeds, documents, assurances,
             acts and things as any of the parties hereto may reasonably require
             by notice in writing to the others to carry the provisions of this
             Agreement and the Articles into full force and effect.

                                       17


      15.7.2 Without limiting the generality of sub-clause 15.7.1, each of the
             Beneficial Owners hereby instructs each of the Existing
             Shareholders, in respect of the relevant Shares registered in the
             name of the relevant Existing Shareholder, and each of the Existing
             Shareholders hereby agrees in respect of such Shares to do
             everything that is required to give effect to this Agreement and
             the transactions envisaged by it, including bringing the Company's
             books and records completely up to date, providing missing
             information and correcting any errors.

15.8  TIME OF THE ESSENCE

      Any date or period mentioned in this Agreement may be extended by
      agreement between the parties hereto (following completion, the
      Shareholders acting by resolution as envisaged in sub-clause 11.1),
      failing which, as regards any such date or period, time shall be of the
      essence of this Agreement.

15.9  ENTIRE AGREEMENT

      This Agreement constitutes the whole agreement between the parties or
      between any persons that are associates of either party relating to its
      subject matter.

      This Agreement replaces, supersedes and extinguishes any prior drafts,
      agreements, undertakings, representations, warranties, assurances,
      understandings and arrangements of any nature, whether in writing or oral,
      relating to such subject matter.

      Each party acknowledges that except as set out in Schedule 6 it has not
      been induced to enter into the Agreement by any representation, warranty,
      promise or assurance by the other party or any other person.

      Each party agrees that (except in respect of fraud) it shall have no right
      or remedy in respect of any other representation, warranty, promise or
      assurance save for those contained in this Agreement.

15.10 VARIATION

      This Agreement may be varied or terminated and the observance of any term
      of this Agreement may be waived with respect to all parties to this
      Agreement (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company
      and those Shareholders holding at least 66-2/3% of the votes attributable
      to the Shares held by the Shareholders, provided, however this Agreement
      may not be amended or terminated and the observance of any term hereunder
      may not be waived with respect to any Shareholder without the written
      consent of such Shareholder unless such amendment, termination or waiver
      applies to all Shareholders in the same fashion (it being agreed that a
      waiver or amendment of the provisions of this Agreement shall be deemed to
      apply to all Shareholders in the same fashion if such waiver or amendment
      does so by its terms, notwithstanding the fact that certain Shareholders
      are affected differently by virtue of differences in their shareholdings).
      The Company

                                       18


      shall give prompt written notice of any amendment or termination hereof or
      waiver hereunder to any Shareholder that did not consent in writing to
      such amendment, termination or waiver. Any amendment, termination or
      waiver effected in accordance with this sub-clause 15.10 shall be binding
      on all Shareholders, even if they do not execute such consent.

15.11 WAIVER

      No failure to exercise and no delay in exercising on the part of any of
      the parties hereto any right, power or privilege hereunder shall operate
      as a waiver thereof nor shall any single or partial exercise of any right,
      power or privilege or such exercise against one or more (but not all) of
      the parties preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege.

15.12 EXCLUSIVE REMEDIES

      The rights and remedies provided in this Agreement are exclusive of any
      rights or remedies otherwise provided by law provided that no such
      exclusion shall apply in the event of fraud or fraudulent
      misrepresentation.

15.13 RELEASES AND COMPROMISES

      Each of the parties hereto may release or compromise the liability of any
      of the other parties hereto under this Agreement or grant to such party
      time or other indulgence without affecting the liability of any other of
      the parties hereto under this Agreement.

15.14 NO PARTNERSHIP

      Nothing in this Agreement shall constitute or be deemed to constitute a
      partnership between any of the parties hereto and none of them shall have
      any authority to bind the others in any way.

15.15 SEVERABILITY

      (a)   Notwithstanding that the whole or any part of any provision of this
            Agreement may prove to be illegal or unenforceable, the other
            provisions of this Agreement and the remainder (if any) of the
            provision in question shall continue in full force and effect. In
            relation to any illegal or unenforceable part of this Agreement, the
            parties hereto agree to amend such part in such manner as may be
            requested from time to time by any of the parties hereto provided
            that such proposed amendment is legal and enforceable and to the
            maximum extent possible carries out the original intent of the
            parties in relation to that part.

      (b)   If any part of this Agreement or the Articles shall be held by any
            court of competent jurisdiction to be unenforceable against or by
            the Company, such part shall be treated as being severable from the
            remainder of this Agreement or, as the case may be, the Articles and
            the Shareholders shall promptly exercise their powers in relation to
            the Company to procure (insofar as they have the power lawfully to
            do so) that the severable part

                                       19


            is nevertheless put into or given effect in accordance with, or to
            the maximum extent possible in accordance with, the original intent
            of the parties hereto in relation to that part.

15.16 COUNTERPARTS

      (a)   This Agreement may be executed in any number of counterparts, and by
            each party on a separate counterpart, but the Agreement shall not be
            effective until at least the parties required by sub-clause 4.1 have
            executed at least one counterpart. All the executed counterparts
            shall together constitute one and the same instrument.

      (b)   Delivery of an executed counterpart of a signature page by fax shall
            take effect as delivery of an executed counterpart of this Agreement
            provided that, if such method is adopted, each party shall provide
            the other with the original of such page as soon as reasonably
            practicable thereafter.

15.17 LAW AND JURISDICTION

      This Agreement shall be governed by and construed in accordance with
      English law and the parties hereto irrevocably submit to the non-exclusive
      jurisdiction of the English courts in respect of any dispute or matter
      arising out of or connected with this Agreement.

EXECUTED and DELIVERED as a deed the day and year first before written

EXISTING SHAREHOLDERS

By:
   ----------------------------------
    Stephen Bart Haberman

In the presence of:

Europa Holdings Limited

                                    By: /s/ Jerome B. Eisenberg
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

                                       20


By: /s/ Nancy Franco
    ---------------------------------
    Nancy Franco

In the presence of: /s/ signature illegible

Wireless Telco

                                    By: /s/ Nancy Franco
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

By: /s/ Don Franco
    ---------------------------------
    Don Franco

In the presence of: /s/ signature illegible

By:
   ----------------------------------
    T Nicholas

In the presence of:

                                       21


Broadband Wireless Access Services

                                          By: /s/ signature illegible
                                              ----------------------------------

                                          By:
                                              ----------------------------------

Wireless T1

                                          By: /s/ J. Daniel Bariault
                                              ----------------------------------

                                          By: /s/ J. Daniel Bariault
                                              ----------------------------------

By: /s/ Paul Likins
    ----------------------------
    Paul Likins

In the presence of:

By: /s/ Kenneth Rind
    ----------------------------
    Kenneth Rind

In the presence of: /s/ signature illegible

WinStar Communications Inc.

                                          By:
                                              ----------------------------------

                                          By:
                                              ----------------------------------

By: /s/ Linda A. Custer
    ----------------------------
    Linda A. Custer

In the presence of:

                                       22


By: /s/ Sandra K. Shelton
    ----------------------------
    Sandra K. Shelton

In the presence of:

Columbus Wireless

                                    By: /s/ signature illegible
                                        -----------------------------

                                    By: /s/ signature illegible
                                        -----------------------------

By: /s/ William Custer
    ----------------------------
    William Custer

In the presence of: /s/ Cynthia A. Grizzle 9/23/05
                    Administrative Assistant
                    Custer Capital, Inc.

BENEFICIAL OWNERS (if not already listed as Existing Shareholders)

By: /s/ John Franco
    ----------------------------
    John Franco

In the presence of:

By: /s/ Mary Franco
    ----------------------------
    Mary Franco

                                       23


In the presence of:

Eurovest Holdings Limited

                                    By: /s/ signature illegible
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

INVESTORS (if not already listed as Existing Shareholders)

SEC Orbcomm Middle East, Ltd.

                                    By: /s/ signature illegible
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

CEC Bosphorus Communications, Inc.

                                    By: /s/ signature illegible
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

Europe American Limited

                                    By: /s/ signature illegible
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

                                       24


Northwood Ventures LLC

                                    By: /s/ Peter Schiff
                                        ----------------------------------
                                          Pres.

                                    By: /s/ signature illegible
                                        ----------------------------------
                                          Director/Secretary

By: /s/ Jerome B. Eisenberg
    ---------------------------------
    Jerome B. Eisenberg

In the presence of:  /s/ signature illegible

Northwood Capital Partners LLC

                                    By: /s/ Peter Schiff
                                        ----------------------------------
                                          Pres.

                                    By: /s/ signature illegible
                                        ----------------------------------
                                          Director/Secretary

By: /s/ Walter Sonnenfeldt
    ---------------------------------
    Walter Sonnenfeldt

In the presence of: /s/ Deborah Sonnenfeldt

                                       25


Megeneva Ltd.

                                    By:
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

Foreign Mortgage Corp.

                                    By:
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

By: /s/ David Wrubel
    ---------------------------------
    David Wrubel

In the presence of:

By: /s/ Joel Miller
    ---------------------------------
    Joel Miller

In the presence of:

By: /s/ Cornelius T. Ryan
    ---------------------------------
    Cornelius T. (Neil) Ryan

In the presence of:

By:
    ---------------------------------
    Elliott Epstein

In the presence of:

                                       26


Brooks Trust

                                    By:
                                        ----------------------------------

                                    By:
                                        ----------------------------------

Cindy Eisenberg Pension Trust

                                    By:
                                        ----------------------------------

                                    By:
                                        ----------------------------------

By:
    ------------------------------
    Henry Wilson

In the presence of:

By:
    ------------------------------
    Martin Honig

In the presence of:

THE COMPANY

Satcom International Group PLC

                                    By: /s/ Don Franco
                                        ----------------------------------
                                          Director

                                    By:
                                        ----------------------------------
                                          Director/Secretary

                                       27


                                   SCHEDULE 1
                         (PARTICULARS OF THE INVESTORS)



                                                                                OUTSTANDING DEBT
                                 PURCHASE PRICE           NUMBER OF SHARES      PRINCIPAL TO BE
NAME                           CONSIDERATION (US$)          TO BE ISSUED         RELEASED (US$)
- -----------------------------  -------------------        ----------------      ----------------
                                                                       
Don Franco                         6,250,800.00                61,144             6,250,800.00
12 Hickory Hill Road
Saddle River, NJ 07458
USA

SEC Orbcomm Middle East, Ltd.      2,000,000.00                13,873             2,000,000.00
c/o Gerrard de Cerjat
29 Rue Sautter
PO Box 244
Geneva 12
Switzerland

CEC Bosphorus                      1,700,000.00                11,792             1,700,000.00
Communications, Inc.
c/o Gerrard de Cerjat
29 Rue Sautter
PO Box 244
Geneva 12
Switzerland

Europe American Limited            2,200,000.00                15,261             2,200,000.00
c/o Gerrard de Cerjat
29 Rue Sautter
PO Box 244
Geneva 12
Switzerland

Northwood Ventures LLC             1,700,000.00                18,005             1,700,000.00
485 Underhill Blvd.
Suite 205
Syosset, NY 11791
USA
Attn: Peter Schiff

Jerome B. Eisenberg                   50,000.00                 3,912                50,000.00
346 Hillcrest Road
Englewood, NJ
07631
USA


                                       28




                                                                                OUTSTANDING DEBT
                                 PURCHASE PRICE           NUMBER OF SHARES      PRINCIPAL TO BE
NAME                           CONSIDERATION (US$)          TO BE ISSUED         RELEASED (US$)
- -----------------------------  -------------------        ----------------      ----------------
                                                                       
Northwood Capital Partners           300,000.00                 3,177               300,000.00
LLC
485 Underhill Blvd.
Suite 205
Syosset, NY 11791
USA
Attn: Peter Schiff

Walter Sonnenfeldt                   602,398.88                 3,072               602,398.88
83 Thackery Road
Rochester, NY 14610
USA

Megeneva Ltd.                        101,000.00                 1,130               101,000.00
c/o Gerrard de Cerjat
29 Rue Sautter
PO Box 244
Geneva 12
Switzerland

Foreign Mortgage Corp.               100,000.00                 1,046               100,000.00
c/o Gerrard de Cerjat
29 Rue Sautter
PO Box 244
Geneva 12
Switzerland

David Wrubel                         100,000.00                 1,030               100,000.00
c/o Miller & Wrubel P.C.
250 Park Avenue
New York, NY 10177-0699
USA

Joel Miller                          100,000.00                 1,030               100,000.00
c/o Miller & Wrubel P.C.
250 Park Avenue
New York, NY 10177-0699
USA

Neil Ryan                            100,000.00                   961               100,000.00
c/o Oxford Partners
315 Post Road
Westport, CT 06880
USA


                                       29




                                                                                OUTSTANDING DEBT
                                 PURCHASE PRICE           NUMBER OF SHARES      PRINCIPAL TO BE
NAME                           CONSIDERATION (US$)          TO BE ISSUED         RELEASED (US$)
- -----------------------------  -------------------        ----------------      ----------------
                                                                       
Elliott Epstein                       75,000.00                   833                75,000.00
488 Madison Avenue
11th Floor
New York, NY 10022-5910

Brooks Trust                          50,000.00                   555                50,000.00
c/o Cindy Eisenberg
346 Hillcrest Road
Englewood, NJ 07631
USA

Cindy Eisenberg Pension Trust         34,941.44                   431                34,941.44
c/o Jerome B. Eisenberg
346 Hillcrest Road
Englewood, NJ 07631
USA

Henry Wilson                          25,000.00                   252                25,000.00
c/o Northwood Ventures LLC
485 Underhill Blvd.
Suite 205
Syosset, NY 11791
USA

Martin Honig                          20,000.00                   218                20,000.00
35 Pine Lawn Road
Suite 204W
Melville, NY
USA


                                       30


                                   SCHEDULE 2
                          (PARTICULARS OF THE COMPANY)

Type of company: Public company limited by shares

Date of incorporation: 4 December 1995

Place of incorporation: England and Wales

Registered number: 3133496

Registered office: 7 Spa Road, London SE16 3QQ

Authorised share capital: (pound)1,000,000 divided into 1,000,000 ordinary
shares of (pound)1 each

Issued share capital: 70,120 ordinary shares of (pound)1 each, fully paid

Directors: J. Eisenberg; D. Franco; M. Goldstein; P.G. Schiff; K. Rind; W.H.
Sonnenfeldt; J. Franco

Secretary: J. Eisenberg

Nature of business: Satellite Communication

Accounting reference date: 31 December

Auditors: PJW Accounting Limited

Date of latest accounts filed: 31 December 2003

Date of latest annual return filed: 4 December 2004

                                       31


                                   SCHEDULE 3
                                 (BOARD MINUTES)

                         SATCOM INTERNATIONAL GROUP PLC

MINUTES of a meeting of the Board of Directors held at 30 Rockefeller Plaza, New
York NY 10112, New York [ ] on       2005 at          m (Eastern Standard Time).

Present:

In attendance:

1.    CHAIRMAN

      [ ] took the Chair, noted that a quorum was present and declared the
      meeting open.

2.    DECLARATION OF INTERESTS

      In accordance with Section 317 of the Companies Act 1985 and Article 15,
      Mr - and Mr - declared that they were included in the arrangements by
      reason of their holding notes and releasing liabilities of the Company in
      respect of accrued salary or fees and expenses.

3.    INVESTMENT AGREEMENT AND ANCILLARY DOCUMENTS

      The following documents were produced:

      (a)   a Reorganisation Agreement (the "REORGANISATION AGREEMENT") proposed
            to be entered into today between the Company and each of the persons
            identified therein including namely shareholders and certain
            creditors;

      (b)   revised articles of association of the Company ("NEW ARTICLES").

      IT WAS REPORTED that the existing members of the Company and certain
      creditors including holders of various notes issued by the Company (the
      "INVESTORS") had agreed the terms upon which they would subscribe for
      [137,722] new ordinary shares of (pound)1 each in the capital of the
      Company as set out next to each Investors name in Schedule 1 hereto. It
      was noted that all persons other than the Company had executed the
      Reorganisation Agreement. The chairman stated that he felt that it was in
      the best interests of the Company that the Company co-operate in giving
      effect to such arrangements as it improved the strength of the Company's
      balance sheet, benefiting the non-participating creditors and also making
      the Company more attractive to potential investors.

      IT WAS RESOLVED that each of the documents produced be noted, approved or,
      as the case may be, adopted and that:

                                       32


            (a)   any director be authorised to execute on behalf of the Company
                  any such document which required to be so executed;

            (b)   any such document as required execution as a deed by the
                  Company be so executed; and

            (c)   all steps to be taken by the Company pursuant to any of the
                  documents tabled be taken forthwith.

4.    EXTRAORDINARY GENERAL MEETING(S)

      It was reported that:

      (a)   two notices of Extraordinary General Meeting had been issued, as
            attached to these minutes;

      (b)   the first extraordinary general meeting was being held on the
            requisite notice but the second extraordinary general meeting was
            [being held using the consent to short notice][not being held];

      (c)   notice of each extraordinary general meeting had been given to the
            Auditors;

      (d)   although as permitted by the Companies Act and reflected in the
            existing Articles there was no obligation to give notice to any
            member who had not provided to the Company a registered address
            within the United Kingdom, the Directors had made a good faith
            attempt to notify all members based on information known to the
            Company accordingly IT WAS RESOLVED to proceed with [both
            extraordinary general meetings so that one immediately follows the
            other] [the first extraordinary general meeting only and to convene
            the second extraordinary general meeting for no later than 30 days
            later, subject to complying with the requirements of the Companies
            Act and the Articles].

5.    ADJOURNMENT AND RESUMPTION OF MEETING

      The meeting was adjourned. On the resumption of the meeting, it was
      reported that those documents which required execution by the Company had
      been so executed and that the [the] [both] extraordinary general
      meeting[s] had been duly convened and held [on short notice] and that the
      ordinary [and special] resolutions proposed at such meeting[s] had been
      duly passed.

6.    SUBSCRIPTION FOR SHARES

      It was reported that subscription application forms had been received from
      the Investors in respect of an aggregate of [137,722] ordinary shares of
      (pound)1 each in the Company. It was further reported that the Company had
      (pound)929,880 of authorised but unissued share capital. IT WAS RESOLVED
      that subject to the passing of the ordinary resolution referred to in
      section 4 above, new ordinary shares of (pound)1 each be allotted and
      issued to the Investors as set out next to each Investors name in Schedule
      1 hereto credited as fully paid in

                                       33


      accordance with such applications, that the names of the Investors be
      entered in the Register of Members and that share certificates be issued
      in favour of the Investors in respect of the new Shares.

7.    ADJOURNMENT AND RESUMPTION OF MEETING

      The meeting was adjourned. On the resumption of the meeting, it was
      reported that the Register of Members and the Register of Allotments had
      been amended to reflect the issues and allotments described in section 6
      above.

8.    TRANSFERS

      There were produced to the meeting the following duly executed stock
      transfer forms:



TRANSFEROR                            TRANSFEREE            NO. SHARES
- ----------                           ------------           ----------
                                                      
Don Franco                           Orbcomm Inc.             65,244
Jerome Eisenberg                     Orbcomm Inc.              2,912
Europa Holdings Limited              Orbcomm Inc.             29,240
Nancy Franco                         Orbcomm Inc.              5,950


      IT WAS RESOLVED that subject only to the due stamping of such stock
      transfer forms, each of the transfers be, and is hereby, approved for
      registration in the books of the Company and that the Secretary, be and is
      hereby authorised to make such entries immediately following receipt of
      each such stamped transfer form.

9.    NOTICES, ETC TO REGISTRAR OF COMPANIES

      IT WAS RESOLVED that the secretary be instructed to deliver the following
      to the Registrar of Companies, as soon as the extraordinary general
      meeting[s] [has][have] been held and assuming the relevant resolutions are
      duly passed:

      (a)   a copy of the New Articles.

      (b)   a print of the special resolution.

      (c)   a print of part (a) of the ordinary resolution.

      (d)   a Return of Allotments form (Form 88(2)).

10.   CLOSE OF MEETING

      There being no further business, the meeting terminated.

                                                                        CHAIRMAN

                                       34


                                   SCHEDULE 4
                   (NOTICES OF EXTRAORDINARY GENERAL MEETING)

                                     PART A

                     NOTICE OF EXTRAORDINARY GENERAL MEETING

                         SATCOM INTERNATIONAL GROUP PLC

TO Shareholders and, for information only, to known beneficial owners of certain
shares, and certain creditors and interested parties.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will
be held at 30 Rockefeller Plaza, New York, NY 10112, New York on 30 September
2005 at 10:00am (Eastern Standard time) for the purpose of considering and, if
thought fit, passing the following resolution which will be proposed as a
single, composite, ordinary resolution:

                                   RESOLUTION

"(a)  The directors be generally and unconditionally authorised pursuant to
      section 80 of the Companies Act 1985 to allot and issue up to 929,880
      ordinary shares of (pound)1 each in the capital of the Company before the
      expiry of 5 years from the date of this resolution (on the expiration of
      which this authority shall expire);

(b)   any acts or omissions of the current and former directors, individually
      and collectively, regarding the allotment, issue and transfers of ordinary
      shares in the capital of the Company and the issue of notes convertible
      into shares and the recognition of certain former intellectual property
      and other rights holders as creditors of the Company in each case prior to
      the date hereof be and are hereby approved; and

(c)   utilising the authority granted in paragraph (a) of this Resolution, to
      allot and issue to SEC Orbcomm Middle East, Ltd., CEC Bosphorus
      Communications, Inc. and Europe American Limited, 13,873, 11,792 and
      15,261 respectively new ordinary shares of (pound)1 each in the capital of
      the Company credited as fully paid (in cash) in consideration of the
      release by each of the three above named entities of the liabilities of
      the Company recorded in the books of the Company, and any other
      liabilities owed to them."

Note: Any member may attend the meeting in person or by proxy. A valid proxy
shall be deposited at the offices of Chadbourne & Parke LLP, 30 Rockefeller
Plaza, New York, NY 10112, New York (marked for the attention of Alexander San
Miguel, Esq.) not less than 48 hours before the time appointed for holding the
meeting.

DATED 9 September, 2005

                                                           BY ORDER OF THE BOARD

                                                                       Secretary

REGISTERED OFFICE: 7 Spa Road, London SE16 3QQ, England

                                       35


                                   SCHEDULE 4

                                     PART B

                     NOTICE OF EXTRAORDINARY GENERAL MEETING

                         SATCOM INTERNATIONAL GROUP PLC

TO Shareholders and, for information only, to known beneficial owners of certain
shares, and certain creditors and interested parties.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will
be held at 30 Rockefeller Plaza, New York, NY 10112, New York on 30 September
2005 at 10:10am (Eastern Standard time) for the purpose of considering and, if
thought fit, passing the following resolution which will be proposed as a
special resolution:

                               SPECIAL RESOLUTION

"To adopt with effect from 1 October 2005 in substitution for the Company's
existing Articles of Association, new Articles of Association (the "NEW
ARTICLES") in the form produced at the meeting and initialled by the chairman of
the meeting, for the purposes of identification only."

Note: Any member may attend the meeting in person or by proxy. A valid proxy
shall be deposited at the offices of Chadbourne & Parke LLP, 30 Rockefeller
Plaza, New York, NY 10112, New York (marked for the attention of Alexander San
Miguel, Esq.) not less than 48 hours before the time appointed for holding the
meeting.

DATED 9 September, 2005

                                                           BY ORDER OF THE BOARD

                                                                       Secretary

REGISTERED OFFICE: 7 Spa Road, London SE16 3QQ, England

                                       36


                                   SCHEDULE 5
                         (SUBSCRIPTION APPLICATION FORM)

To: The Secretary,

Satcom International Group PLC.
7 Spa Road
London SE16 3QQ

                                                           Dated: September 2005

Dear Sir,

Satcom International Group PLC.

We, [Investor] of [ ] hereby apply for [   ] ordinary shares of (pound)1 each in
the above company at a premium and we enclose a deed of release in respect of
US$- (being the aggregate amount of moneys owed to us by the Company at the date
hereof) in consideration for the issue to us of such ordinary shares credited as
fully paid.

We agree to take such shares subject to the Company's memorandum and articles of
association and to the terms of a Reorganisation Agreement to be made between
(1), ourselves and others and (2), the Company no later than 31 October 2005 and
request you to enter our name in the Company's register of members as the holder
of such shares.

Yours faithfully,

[Investor]

(Duly Authorised)

                                       37


                                   SCHEDULE 6
                        (WARRANTIES AND REPRESENTATIONS)

                             PART I (BY THE COMPANY)

1.    THE SHARES

The Shares will at Completion be validly issued free from Encumbrance except as
contained in this Agreement and the New Articles and, assuming execution of a
deed of release referred to in sub-clause 4.1.3, fully paid.

2.    THE COMPANY

The information set out in Schedule 2 is complete and accurate in all respects.

3.    CONSEQUENCES OF SUBSCRIPTION

Entry into and compliance with the terms of this Agreement does not require the
consent or agreement of any person who is not a party to this Agreement, will
not cause the Company to lose any interest in or the benefit of any contract,
asset, right, licence or privilege it presently owns or enjoys, will not relieve
any person of any obligation to the Company, will not cause the Company to be in
breach of any of its obligations, will not result in any present or future
Indebtedness of the Company becoming due prior to its stated maturity and will
not give rise to or cause to become exercisable any option or right of
pre-emption, conversion or termination.

4.    CAPACITY

The Company has full power and authority to enter into and perform its
obligations under this Agreement and the agreements and deeds to be entered into
pursuant hereto which will, when executed, constitute binding obligations on the
Company.

                           PART II (BY THE INVESTORS)

1.    OWNERSHIP OF QUALIFYING DEBT

The Investor is the sole legal and beneficial owner of the amount of Qualifying
Debt listed against his name in Schedule 1, free from any Encumbrances except
that certain of the Qualifying Debt may be beneficially owned by Orbcomm Inc.

2.    CAPACITY

The Investor has full power and authority to enter into and perform its
obligations under this Agreement and the agreements and deeds to be entered into
pursuant hereto which will, when executed, constitute binding obligations on the
Investor.

3.    NO CONFLICT

Entry into and compliance with the terms of this Agreement by the Investor does
not require the consent of any person who is not a party to this Agreement, will
not cause the Investor to lose any interest in or the benefit of the Qualifying
Debt except in

                                       38


exchange for the issue of the relevant number of Subscription Shares and does
not conflict with the terms of any other agreement to which the Investor is a
party or any applicable law or regulation.

4.    NO LITIGATION

The Investor is not engaged in, or the subject of any litigation, arbitration,
adjudication, mediation, administrative or criminal proceedings, whether as
claimant or defendant or otherwise, which adversely affects, or is likely
adversely to affect, its ability to enter into or its obligations under the
Agreement.

                     PART III (BY THE EXISTING SHAREHOLDERS)

1.    OWNERSHIP OF THE SHARES.

Each Existing Shareholder is either the legal and beneficial owner of the Shares
listed against their name in Schedule 12, free from any Encumbrances, or is the
legal owner of such Shares, subject only to the beneficial ownership being
vested in one or more Beneficial Owners or in Orbcomm Inc.

2.    CAPACITY

Each Existing Shareholder has full power and authority to enter into and perform
its obligations under this Agreement and the agreements and deeds to be entered
into pursuant hereto which will, when executed, constitute binding obligations
on such Existing Shareholder.

                       PART IV (BY THE BENEFICIAL OWNERS)

1.    OWNERSHIP OF SHARES

Each Beneficial Owner is the beneficial owner of some Shares listed against the
names of some Existing Shareholders in Schedule 12, free from Encumbrances.

2.    CAPACITY

Each Beneficial Owner has full power and authority to enter into and perform its
obligations under this Agreement and the agreements and deeds to be entered into
pursuant hereto which will, when executed, constitute binding obligations on
such Beneficial Owner.

                                       39


                                   SCHEDULE 7

                               (DEED OF ADHERENCE)

THIS DEED OF ADHERENCE is made the [ ] day of [ ] by [ ] of [ ] (hereinafter
called the "COVENANTOR")

SUPPLEMENTAL to a reorganisation agreement dated [ ] 2005 and made between
Satcom International Group PLC (the "COMPANY") and certain investors [as
modified by [here set out the details of any instrument modifying the original
agreement]] (the "REORGANISATION AGREEMENT").

WITNESSES as follows:

1.    The Covenantor hereby confirms that he has been supplied with a copy of
      the Reorganisation Agreement and hereby covenants with each of the other
      parties to the Reorganisation Agreement from time to time to observe,
      perform and be bound by all the terms of the Reorganisation Agreement
      (other than clauses 2, 3, 4 and 14 thereof) which are capable of applying
      to the Covenantor and which have not been performed at the date hereof to
      the intent and effect that the Covenantor shall be deemed with effect from
      the date on which the Covenantor is registered as a member of the Company
      to be a party to the Reorganisation Agreement and to be a Shareholder (as
      defined in the Reorganisation Agreement).

2     This Deed shall be governed by and construed in accordance with the laws
      of England and the Covenantor hereby submits to the non-exclusive
      jurisdiction of the Courts of England and Wales.

EXECUTED AND DELIVERED as a deed the day and year first before written.

                                       40


                                   SCHEDULE 8
                                (DEED OF CONSENT)

THIS DEED OF CONSENT is made the [ ] day of 2005 by [ ] of [ ] (hereinafter
called the "COVENANTOR")

SUPPLEMENTAL to a reorganisation agreement dated [ ], 2005 and made between
Satcom International Group PLC (the "COMPANY") and certain investors (the
"REORGANISATION AGREEMENT").

WITNESSES as follows:

1.    The Covenantor, an existing shareholder in the Company, hereby confirms
      that he has been supplied with an Execution Copy of the Reorganisation
      Agreement and hereby consents to the Reorganisation and covenants with
      each of the other parties to the Reorganisation Agreement from time to
      time to observe and be bound by the terms of the Reorganisation Agreement
      (other than clauses 2, 3 and 4 thereof) which are capable of applying to
      the Covenantor and which have not been performed at the date hereof to the
      intent and effect that the Covenantor shall be deemed with effect from the
      date on which the Covenantor is registered as a member of the Company to
      be a party to the Reorganisation Agreement and to be a Shareholder (as
      defined in the Reorganisation Agreement).

2.    The Covenantor hereby (i) releases the current and former directors,
      officers, employees, agents and advisers of the Company, Orbcomm Inc.,
      Orbcomm Holdings LLC and Orbcomm LLC individually and collectively and the
      Company, Orbcomm Inc, Orbcomm Holdings LLC and Orbcomm LLC themselves from
      any and all legal, equitable or other claims, counterclaims, demands,
      setoffs, defences, contracts, accounts, suits, debts (including in respect
      of salary, fees and interest, if any), agreements, actions, causes of
      action, sums of money, reckoning, bonds, bills, specialties, covenants,
      promises, variances, trespasses, damages, extents, executions, judgments,
      findings, controversies and disutes, and any past, present or future
      duties, responsibilities or obligations, to the date hereof, whether known
      or unknown, arising out of, concerning or related to, directly or
      indirectly, any dealings between the parties prior to the date hereof
      including, without limitation, any acts or omissions that may have
      occurred in relation to the current or former or liabilities (actual or
      contingent) of the Company, the business or operations as currently or
      previously carried on and (ii) undertakes not to initiate any form of
      legal proceeding (which term shall include mediation, alternative dispute
      resolution and arbitration) in any jurisdiction in relation to the same or
      to such acts or omissions as a defence or counterclaim to any action
      brought against the Covenantor by any of the above mentioned persons.

3.    This Deed shall be governed by and construed in accordance with the laws
      of England and the Covenantor hereby submits to the non-exclusive
      jurisdiction of the Courts of England and Wales.

EXECUTED as a deed the day and year first before written.

                                       41


                                   SCHEDULE 9
                                (DEED OF RELEASE)

THIS DEED OF RELEASE is made the [ ] day of [ ] 2005 by [ ] of [ ] (hereinafter
called the "CREDITOR")

WITNESSES as follows:

1.    In consideration of the issue to the Creditor of [ ] new ordinary shares
      of (pound)1 each in the capital of Satcom International Group PLC (the
      "COMPANY") credited as fully paid up as to par value and the premium
      thereon, the Creditor hereby:

      (a)   confirms that he has been supplied with an Execution Copy of the
            Reorganisation Agreement and hereby consents to the Reorganisation
            and covenants with each of the other parties to the Reorganisation
            Agreement from time to time to observe and be bound by the terms of
            the Reorganisation Agreement which are capable of applying to the
            Covenantor and which have not been performed at the date hereof to
            the intent and effect that the Covenantor shall be deemed with
            effect from the date on which the Covenantor is registered as a
            member of the Company to be a party to the Reorganisation Agreement
            and to be a Shareholder (as defined in the Reorganisation
            Agreement);

      (b)   confirms and agrees that US$[ ] (the "DEBT") represents the total of
            all amounts owing to him (contingent or otherwise and whether of
            principal or interest) and hereby releases and extinguishes the
            Debt; and

      (c)   (i) releases the current and former directors, officers, employees,
            agents and advisers of the Company, Orbcomm Inc., Orbcomm Holdings
            LLC and Orbcomm LLC individually and collectively and the Company,
            Orbcomm Inc, Orbcomm Holdings LLC and Orbcomm LLC themselves from
            any and all legal, equitable or other claims, counterclaims,
            demands, setoffs, defences, contracts, accounts, suits, debts
            (including in respect of salary, fees and interest, if any),
            agreements, actions, causes of action, sums of money, reckoning,
            bonds, bills, specialties, covenants, promises, variances,
            trespasses, damages, extents, executions, judgments, findings,
            controversies and disputes, and any past, present or future duties,
            responsibilities, or obligations, to the date hereof, whether known
            or unknown, arising out of, concerning or related to, directly or
            indirectly, any dealings between the parties prior to the date
            hereof including, without limitation, any acts or omissions that may
            have occurred in relation to the current or former or liabilities
            (actual or contingent) of the Company, the business or operations as
            currently or previously carried on and (ii) undertakes not to
            initiate any form of legal proceeding (which term shall include
            mediation, alternative dispute resolution and arbitration) in any
            jurisdiction in relation to the same or to such acts or

                                       42


            omissions as a defence or counterclaim to any action brought against
            the Creditor by any of the above mentioned persons.

2     This Deed shall be governed by and construed in accordance with the laws
      of England and the Creditor hereby submits to the non-exclusive
      jurisdiction of the Courts of England and Wales.

EXECUTED AND DELIVERED as a deed the day and year first before written.

                                       43


                                   SCHEDULE 10
                            (CONSENT TO SHORT NOTICE)

                             CONSENT TO SHORT NOTICE

WE, the undersigned, being, together with others who have also given such
consent, a majority in number of the members together holding 95 per cent or
more in nominal value of the shares giving a right to attend and vote at the
Meeting convened by the Notice of Extraordinary General Meeting dated 9
September 2005, convening a meeting of Shareholders for 30 September 2005 at
10.10 am (Eastern Standard Time) for the purpose of adopting new Articles of
Association of the Company, hereby agree to it being convened for the date and
place mentioned therein and to the passing at the Meeting, as a Special
Resolution of the Resolution set out in the Notice notwithstanding that shorter
notice than that specified in the Companies Act 1985 or the Company's Articles
of Association has been given.

DATED:                  2005

Member                  Signature

                                       44


                                   SCHEDULE 11
                               (BENEFICIAL OWNERS)

                               Europa Holdings Ltd

                                   John Franco

                                   Mary Franco

                              Eurovest Holdings Ltd

                                       45


                                   SCHEDULE 12
                             (EXISTING SHAREHOLDERS)

                    Stephen Bart Haberman/Europa Holdings Ltd

                           Nancy Franco/Wireless Telco

                                   Don Franco

                                   T Nicholas

                Broadband Wireless Access Services (formerly AA&T
                               Wireless Services)

                                   Wireless TI

                                    P Likins

                                  Kenneth Rind

                           Winstar Communications Inc.

                                  Linda Custer

                                 William Custer

                                Columbus Wireless

                                 Sandra Shelton

                                       46


                                   SCHEDULE 13
                                (FORMS OF PROXY)

                                     PART A

                         SATCOM INTERNATIONAL GROUP PLC

I/We                               of                                    being a
member/members of the above-named company, hereby appoint Don Franco of 12
Hickory Hill Road, Saddle River, NJ, 07458,USA or failing him Jerome Eisenberg
of 364 Hillcrest Road, Englewood, NJ, 07631, USA as my/our proxy to vote in
my/our name[s] and on my/our behalf in favour of the Ordinary Resolution to be
proposed at the extraordinary general meeting of the company to be held on 30
September 2005 at 10.00 am (Eastern Standard Time) convened by the notice dated
9 September 2005 and at any adjournment thereof.

Signed on 2005

                                       47


                                   SCHEDULE 13

                                     PART B

                         SATCOM INTERNATIONAL GROUP PLC

I/We                                 of                                  being a
member/members of the above-named company, hereby appoint Don Franco of
12 Hickory Hill Road, Saddle River, NJ, 07458,USA or failing him Jerome
Eisenberg of 364 Hillcrest Road, Englewood, NJ, 07631, USA as my/our proxy to
vote in my/our name[s] and on my/our behalf in favour of the Special Resolution
to be proposed at the extraordinary general meeting of the Company to be held on
30 September 2005 at 10.10 am (Eastern Standard Time) convened by the notice
dated 9 September 2005 and at any adjournment thereof.

Signed on 2005

                                       48

EX-10.9.1

                                                                  EXHIBIT 10.9.1


                                      *** TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
                                          and 230.406


                  INTERNATIONAL VALUE ADDED RESELLER AGREEMENT

     This International Value Added Reseller Agreement ("Agreement") is entered
into this 14th day of March, 2003 by and between ORBCOMM LLC, a Delaware limited
liability company ("ORBCOMM"), with its offices located at 21700 Atlantic
Boulevard, Dulles, Virginia 20166, and Transport International Pool, Inc., a
Pennsylvania corporation ("Reseller"), with its offices located at 426 West
Lancaster Avenue, Devon, PA 19333.

                                   WITNESSETH:

     WHEREAS, ORBCOMM operates a system that provides low-Earth orbit
satellite-based data communication services; and

     WHEREAS, Reseller desires to have the right to market and sell access to
and use of the ORBCOMM System in the Territory solely with respect to the
Application (as defined herein below) in accordance with the terms of this
Agreement.

     NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

SECTION 1 DEFINITIONS

     Unless otherwise specified herein, the capitalized terms used in this
Agreement shall have the meaning set forth in Exhibit A attached hereto.

SECTION 2 TERM OF AGREEMENT

     Subject to the provisions set forth herein, the term of this Agreement
shall commence on the Effective Date and continue for a period of three (3)
years (hereinafter the "Initial Term"). This Agreement may be renewed by
Reseller at its option for up to two (2) further terms of three (3) years each
(together with the Initial Term, the "Term") provided Reseller gives notice to
ORBCOMM in writing of its decision to extend the Agreement at least ninety (90)
days prior to the expiration of the then-current Term.

SECTION 3 PURCHASE OF SERVICE; NON-EXCLUSIVE LICENSE

     (a) Purchase and Sale. In the event Reseller elects to purchase or resell
access to and use of the ORBCOMM System, ORBCOMM hereby agrees to sell to
Reseller, and Reseller hereby agrees to purchase, such access and use pursuant
to the terms of this Agreement.



     (b) Non-Exclusive License to Promote and Resell. ORBCOMM hereby grants to
Reseller a non-exclusive license to promote, solicit, market and resell access
to and use of the ORBCOMM System in the Territory for use with the Application,
in accordance with the terms of this Agreement. Any purported resale by Reseller
other than pursuant to the terms and conditions of this Agreement or outside of
the Territory shall be null and void.

     (c) Sublicense. Reseller may sublicense Agents and Affiliates to promote,
solicit and market access to and use of the ORBCOMM System on Reseller's behalf,
provided that such Agents and Affiliates agree to be bound by the terms of this
Agreement. A Subscriber shall, in any event, purchase and receive services
directly from Reseller and not from any Agent or Affiliate. The parties agree
that any GE Business or GE Affiliate may, at its option, become a Reseller
pursuant to the terms of this Agreement, provided such GE Business or GE
Affiliate agrees to be bound by the terms of this Agreement.

     (d) Demonstration Units. During the Initial Term of this Agreement,
Reseller may provision up to one hundred (100) Subscriber Communicators for
demonstration, testing and System monitoring ("Demonstration Units"). During the
remainder of the Term of this Agreement, Reseller shall be permitted to utilize
up to twenty five (25) Demonstration Units. Reseller shall be solely responsible
for all costs associated with obtaining the Demonstration Units from whatever
source. Reseller shall identify for ORBCOMM which Subscriber Communicators are
being used as Demonstration Units and the time period during which they will be
used. Demonstration Units provided to Reseller pursuant this Section shall not
be subject to any fees, including but not limited to Byte Charges or
Provisioning Charges.

     (e) Abuse and Fraudulent Use. Access to the ORBCOMM System is furnished
subject to the condition that there be no Abuse of the ORBCOMM System by
Reseller, its Agents, its Subscribers or any other Person associated therewith.
Reseller shall promptly advise ORBCOMM in the event Reseller has actual
knowledge of Abuse of the ORBCOMM System by any Agent, Subscriber or any other
Person. In the event ORBCOMM is advised or in good faith reasonably determines
that Reseller, any Agent, Subscriber or other Person, is engaging in Abuse of
the ORBCOMM System, ORBCOMM shall have the right, after notification and
consultation with Reseller (provided ORBCOMM can reasonably provide such
notification and engage in such consultation), to immediately suspend that
particular Reseller's, Agent's, Subscriber's or other Person's access to and use
of the ORBCOMM System, or terminate the particular Subscriber Communicator being
used during the Abuse of the ORBCOMM System. During such suspension or
termination, all Usage Charges for each Subscriber Communicator affected shall
be suspended as well.


                                       2



     (f) Type Approved Modems. For use with the ORBCOMM System, Reseller shall
be responsible for ensuring that only Subscriber Communicators incorporating
Type Approved modems are used, sold, or otherwise distributed by it. ORBCOMM
shall be entitled to immediately suspend or terminate any Subscriber
Communicator's access to the ORBCOMM System if ORBCOMM becomes aware the
Subscriber Communicator is not using a Type Approved modem. During such
suspension or termination, all Usage Charges for each Subscriber Communicator
affected shall be suspended as well.

     (g) Non-Exclusive Service. The parties agree that Reseller is under no
obligation to purchase or resell any access to or use of the ORBCOMM Services or
the ORBCOMM System. The parties further agree that Reseller may purchase or
resell low-Earth orbit satellite-based data communication services, or other
data communication services, provided by a Person other than ORBCOMM.

SECTION 4 FEES AND PAYMENT TERMS

     (a) Fees. Reseller shall pay to ORBCOMM (or its designee) the Billing Cycle
Amount for each Billing Cycle as provided in this Section. For clarification,
the Billing Cycle is currently each calendar month and the Usage Fees are
computed based on such. In the event that the Billing Cycle is changed pursuant
to the terms of this Agreement, Usage Fees set forth in Exhibit C hereof shall
be adjusted proportionately to reflect such change.

     (b) Taxes. The charges as set forth herein do not include applicable taxes.
If ORBCOMM is required to pay any federal, state, county, local, or value added
tax, or any other governmental agency taxes, assessments, fees or charges of any
nature based on the services provided under this agreement, such taxes or fees
must be set forth on the invoice for the applicable Billing Cycle. Otherwise,
such charges shall be the responsibility of ORBCOMM. Nothing in this Agreement
shall require Reseller to pay any franchise, corporate, partnership, succession,
transfer, income, excise, profits or income tax of ORBCOMM. No other charges to
Reseller shall be allowed unless agreed to in writing by Reseller.

     (c) Payments. Reseller shall be solely responsible for (i) billings to and
collections from its Subscribers and (ii) all amounts due to ORBCOMM pursuant to
this Agreement for all Subscriber Communicators under Reseller's account
regardless of whether or not Reseller bills and/or collects from its
Subscribers.

     (d) Currency. All amounts to be paid by Reseller pursuant to this Section
shall be paid in full in U.S. Dollars within forty-five (45) days after
Reseller's receipt of a valid invoice in accordance with Reseller's standard
accounts payable practices.


                                       3



     (e) Method of Payment. All amounts to be paid by Reseller pursuant to this
Section may be paid by check, wire transfer or direct deposit. ORBCOMM shall
include any specific wire transfer or direct deposit account information on its
invoice.

     (f) [***]

SECTION 5 RESPONSIBILITIES OF RESELLER

     (a) Provisioning. Reseller shall notify ORBCOMM of each Subscriber
Communicator addition, deletion, suspension or account transfer, each Subscriber
Communicator Address change and/or any other change in the service requested by
Subscriber (hereinafter the "Provisioning Changes"). ORBCOMM shall effect such
Provisioning Changes as soon as practicable but in no case more than three (3)
business days following receipt of notice from Reseller. Reseller shall be
responsible for all charges incurred from the date of any Subscriber addition
through the date Reseller notifies ORBCOMM of such Subscriber's Provisioning
Changes.

     (b) Sales Forecast. Reseller shall provide a sales forecast on the basis of
the Reseller's good faith estimate of projected sales and on the basis of
reasonable, good faith assumptions.

     (c) Representations and Warranties. Reseller shall not, and shall procure
that its Agents shall not, make any representation, warranty, indemnity or
similar claim to any other Person concerning the ORBCOMM System or ORBCOMM
Services unless it is consistent in all material respects with the written
documentation provided by ORBCOMM to Reseller, as such information exists at the
time the representation, warranty, indemnify or similar claim is made, and this
Agreement. In the event of a conflict between the terms of the written
documentation provided by ORBCOMM and this Agreement, the terms of this
Agreement shall prevail.

     (d) Support and Training. With ORBCOMM's reasonable assistance, Reseller
shall provide reasonably adequate support and training to its Subscribers with
respect to the Application; provided, that such reasonable assistance by ORBCOMM
shall be limited to general technical issues related to the ORBCOMM System and
Reseller's Application.

     (e) First-Line Support. Reseller shall provide, at its own cost and
expense, First-Line Support to Subscribers.

     (f) Tax Resale Certificate. Reseller shall, and shall procure that its
Agents shall, provide ORBCOMM with a valid resale certificate.


                                       4



     (g) Disclaimer of Rights. Reseller shall include in its agreements with its
Subscribers a provision whereby the Subscriber disclaims any third-party
beneficiary rights in this Agreement.

SECTION 6 RESPONSIBILITIES OF ORBCOMM

     (a) Access. ORBCOMM shall provide access to and use of the ORBCOMM System
to the Subscribers pursuant to the terms and conditions of this Agreement and
the standard operational policies of general applicability established by
ORBCOMM. ORBCOMM shall provide no less than thirty (30) days written notice to
Reseller of any material change to such operational policies.

     (b) Invoices. Following the end of each Billing Cycle, ORBCOMM shall
provide an invoice to Reseller setting forth the Billing Cycle Amount charged to
Reseller for such Billing Cycle. The content, format and delivery method of the
invoice shall be agreed upon between the parties.

     (c) Permits. ORBCOMM shall use all commercially reasonable efforts to
maintain (directly or via contract with its regional licensees or country
representatives), or to cause its Affiliates to maintain, as the case may be,
all Permits required for ORBCOMM to provide ORBCOMM Services in the Territory.

     (d) Reporting. ORBCOMM shall provide to Reseller, within thirty (30) days
of being prepared, copies of ORBCOMM's quarterly and annual unaudited and, if
prepared, audited financial statements. Reseller shall protect and maintain such
financial information as strictly confidential and proprietary and agrees that
such information is being provided by ORBCOMM solely for Reseller's use in
evaluating the financial condition of ORBCOMM in connection with the sourcing
relationship with ORBCOMM. Reseller shall not disclose, copy or distribute to
any Person, except to its employees and Affiliates who need to know such
information for the purpose described above, during the Term of this Agreement,
without the prior written consent of ORBCOMM.

     (e) ORBCOMM Indemnity. ORBCOMM shall defend, indemnify and save Reseller
and its Agents and Subscribers harmless from and against any expense or
liability, including costs, fees, reasonable attorneys' fees and damages,
arising out of any claim, suit or proceeding that the ORBCOMM System, the use of
the ORBCOMM System or the use of the ORBCOMM Marks constitute infringement of
any patent, trade secret, trade name, trademark, copyright, or other proprietary
right. If an injunction should issue, ORBCOMM shall use commercially reasonable
efforts to procure for Reseller and its Subscribers the rights to continue using
such marks or services or modify them in a manner acceptable so they become
non-infringing.


                                       5



     (f) Non-Disclosure. ORBCOMM shall not use Reseller's name or any of its
trademarks, trade names, copyrights or other intellectual property without
Reseller's prior written consent, which consent may be granted or withheld at
Reseller's sole discretion. ORBCOMM shall not disclose the existence of this
Agreement and/or any of its terms to any third party without Reseller's prior
written consent, which consent may be granted or withheld at Reseller's sole
discretion; provided, however, that ORBCOMM may disclose the existence of this
Agreement and its terms to prospective investors and their advisors in written
or oral form so long as they have entered into a non-disclosure agreement with
ORBCOMM in connection therewith. In addition, ORBCOMM may disclose the existence
of this Agreement and its terms to third parties if the information (i) becomes
publicly available after the date of this Agreement through no wrongful act of
ORBCOMM, (ii) is furnished to others by Reseller without similar restrictions on
their right to use or disclose, (iii) is rightfully known by the third party
without any restrictions, (iv) if ORBCOMM produces such information under order
of a court of competent jurisdiction or a valid administrative, arbitral or
congressional subpoena or (v) if such information is requested by any regulatory
or administrative body. It is further agreed that any location or diagnostic
information transmitted by or received by Reseller or its Subscribers,
Affiliates or Agents while using the ORBCOMM System is the confidential property
of Reseller and shall not be disclosed by ORBCOMM to any other Person.

     (g) Non-Solicitation. ORBCOMM agrees that Reseller's customer and
Subscriber lists are confidential and the property of Reseller. ORBCOMM agrees
that it and/or its Affiliates shall not at any time during the Term of this
Agreement and for a period of one (1) year thereafter, attempt to contact, or do
business with, any of Reseller's customers or Subscribers for purposes of
providing such customers or Subscribers with ORBCOMM Services or any other
similar services for the Application or applications competitive with the
Application. This provision shall not apply in the event Reseller notifies
ORBCOMM that Reseller and its Affiliates will not be providing asset tracking or
remote monitoring services to its customers or Subscribers.

SECTION 7 [***]

SECTION 8 U.S. GOVERNMENT SUBSCRIBERS

     In the case of U.S. government subscribers, Reseller acknowledges and
agrees that the ORBCOMM Services shall be rendered on a commercial basis
consistent with Part 12 of the Federal Acquisition Regulation ("FAR"), as
amended, and that Reseller shall, and shall procure that its Agents shall, offer
the ORBCOMM Services as "Commercial Items" as set forth in FAR Part 12. As set
forth in FAR Part 12, ORBCOMM accepts only the following provisions with respect
to any order issued under any U.S. Government contract:


                                       6



     FAR 52.222-26   Equal Opportunity

     FAR 52.222-35   Affirmative Action for Special Disabled and Vietnam Era
                     Veterans

     FAR 52.222-36   Affirmative Action for Handicapped Workers

SECTION 9 TERMINATION

     This Agreement may be terminated as follows:

     (a) Event of Default. If an Event of Default shall have occurred, the
non-defaulting party may elect to terminate this Agreement by giving five (5)
days written notice of termination to the defaulting party. If the Event of
Default is a result of ORBCOMM or its affiliates being unable to maintain the
required permits to provide the ORBCOMM Services in the Territory, Reseller may
terminate this Agreement, with no further obligation under this Agreement, as to
either (i) that portion of the Territory for which ORBCOMM has been unable to
maintain the necessary permits, or (ii) the entire Territory.

     (b) Without Prejudice. Termination of this Agreement by either party shall
be without prejudice to any other rights or remedies the terminating party shall
have at law or equity.

     (c) Survival. The covenants, agreements and obligations of the parties in
Sections 3(g), 4(a) - (e), 6(e) - (g), 9, 10 and 11 shall survive and remain in
full force and effect.

     (d) Responsibility for Obligation to Subscribers. After termination of this
Agreement, Reseller shall remain liable for payment of all amounts due pursuant
to Section 4 up to the date of termination, including accrued but unbilled
amounts.

     (e) Cancellation of Order. Upon the giving or receiving of any notice of
termination, ORBCOMM shall be entitled to cancel any previously accepted orders
to provide ORBCOMM services to new Subscribers that have not yet been activated.

     (f) Return of Equipment and Documents. Upon termination, Reseller shall
promptly return to ORBCOMM any ORBCOMM equipment, other than equipment that has
been paid for in full by Reseller.


                                       7



SECTION 10 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

     (a) Disclaimer of Warranties. Except as otherwise provided herein, to the
fullest extent permitted by applicable law, none of ORBCOMM or any of its
Affiliates has made or shall be deemed to have made any representations or
warranties whatsoever with respect to the ORBCOMM System or the ORBCOMM Services
except as expressly stated herein. Except as otherwise provided herein, to the
fullest extent permitted by applicable law, ORBCOMM and its Affiliates expressly
disclaim with respect to Reseller and its Agents, and Reseller hereby expressly
waives, releases and renounces all warranties of ORBCOMM and its Affiliates
arising at law, equity or otherwise, including, but not limited to: (a) any
implied warranty of merchantability or fitness for a particular purpose; (b) any
implied warranty arising from course of performance, course of dealing or usage
of trade; (c) any warranties as to the accuracy, availability or content of the
ORBCOMM System or the ORBCOMM Services; and (d) any warranty under any theory of
law or equity, including any tort, negligence, strict liability, contract or
other legal or equitable theory.

     (b) Limitation of Liability. Except as otherwise provided herein, neither
party shall be liable to the other for incidental, indirect, special or
consequential damages of any kind, including lost profits, loss of business or
loss of goodwill, or damages to business or reputation arising from the
performance or non-performance of any aspect of this agreement whether in
contract, tort or otherwise, and whether they have been advised of the
possibility of such damages. However, the foregoing limitation shall not apply
to any claim for gross negligence, willful or intentional misconduct, fraud,
misrepresentation or other intentional tort.

SECTION 11 MISCELLANEOUS

     (a) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon receipt if delivered personally, by
facsimile, by express mail, courier, or by registered or certified mail, return
receipt requested, postage prepaid, to the parties at the following addresses
(or such other address for a party as shall be specified by like notice,
provided that such notice shall be effective only upon receipt thereof):


                                       8



     ORBCOMM:

               ORBCOMM LLC
               21700 Atlantic Boulevard
               Dulles, Virginia 20166
               Telephone: +1 (703) 433-6300
               Facsimile: +1 (703) 433-6868
               Attention: General Counsel and
                          Don Franco

               with a copy to:

               Chadbourne & Parke LLP
               30 Rockefeller Plaza
               New York, New York 10112
               Telephone: +1 (212) 405-5100
               Facsimile: +1 (212) 541-5369
               Attention: Alejandro R. San Miguel

     RESELLER:

               Transport International Pool, Inc.
               80 West Lancaster Avenue
               Devon, PA 19333
               Telephone: (610) 225-1267
               Facsimile: (610) 225-2871
               Attention: Christopher Kelley

               with a copy to:

               Transport International Pool, Inc.
               426 West Lancaster Avenue
               Devon, PA 19333
               Telephone: (610) 648-6452
               Facsimile: (610) 648-6830
               Attention: SVP and General Counsel

     (b) Waiver. It is understood and agreed that no failure or delay by either
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof, or the exercise of any other right, power or
privilege hereunder. No waiver of any terms or conditions of this Agreement
shall be deemed to be a waiver of


                                       9



any subsequent breach of any term or condition. All waivers must be in writing
and signed by both parties hereto.

     (c) Standards. Each party shall, and shall procure that their respective
Agents shall, employ the highest standards of business conduct in the
performance of their obligations hereunder and shall comply with all applicable
laws, rules and regulations of any applicable Governmental Authority in the
performance of their obligations hereunder.

     (d) No Third-Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended or shall be construed to give any Person other than the
parties to this Agreement or their permitted successors or assigns any legal or
equitable right, remedy or claim under this Agreement or any particular
provision contained herein.

     (e) Additional Representations and Warranties. Each party represents and
warrants to the other party that (i) it is duly organized or formed, validly
existing and in good standing under the laws of the state of its organization or
formation, as the case may be, and in each jurisdiction in which the nature of
its business requires it to be so, (ii) the execution, delivery and performance
of this Agreement have been duly authorized by all necessary action (corporate
or otherwise), (iii) this Agreement has been duly executed and delivered and
constitutes a legally valid and binding obligation, enforceable against it in
accordance with its terms, (iv) it has all Permits necessary for it to enter
into and perform its obligations under this Agreement, and (v) it shall not
violate any copyright, trade secret, trademark, patent, invention, proprietary
information, privacy, non-disclosure or any other statutory or common law rights
of any third party in the performance of its obligations under this Agreement.

     (f) Costs and Expenses. Except as otherwise specifically provided herein,
each party shall bear all costs and expenses incurred in the performance by it
of its obligations hereunder.

     (g) Other Resellers. Reseller acknowledges and agrees that ORBCOMM may,
subject to Section 6(g), market ORBCOMM Services for any applications through
other resellers.

     (h) Independent Parties. Each party is an independent party. Except as
provided in this Agreement, neither party shall have the right, power or
authority to act or to create any obligation, express or implied, on behalf of
the other party.

     (i) Tariffs. In the event that any ORBCOMM Services or the charges made
therefor are currently subject, or at any time become subject, to any tariff or
other form of rate regulation imposed by a Governmental Authority, then the
terms and


                                       10


conditions of this Agreement, including the prices set forth in the Pricing Rate
Schedule, shall be deemed amended to conform to any conflicting terms and
conditions in effect under such regulation or tariff. All non-conflicting terms
and conditions of this Agreement shall remain valid and in full force and
effect.

     (j) Permits. Each party shall maintain in full force and effect all Permits
that are required in connection with the performance of its obligations
hereunder. Upon the reasonable written request from either party, the other
party shall provide reasonable evidence of the validity or effectiveness of any
Permit held by or on behalf of it in connection with this Agreement.

     (k) Binding Effect; Assignment. This Agreement shall be binding upon the
parties and their permitted successors and assigns. Neither this Agreement nor
any interests or obligations of a party shall be assigned or transferred (by
operation of law or otherwise) to any Person without the prior written consent
of the other party, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, either party may assign this Agreement without
the other party's consent in the event the party becomes a party to one or more
transactions in the form of a merger, consolidation, reorganization, stock sale
or exchange, sale of all or substantially all of the party's assets or some
similar or related transaction, with the result being that said party is the
surviving entity, or if not the surviving entity, the surviving entity continues
to conduct the business conducted by such party prior to the consummation of the
transaction, including the assumption of the rights and obligations under this
Agreement, provided such transaction does not involve a competitor of Reseller
or its Affiliates within the Territory on the one hand and a competitor of
ORBCOMM in the low Earth orbit satellite industry on the other hand.

     (l) Entire Agreement; Amendment. This Agreement and all attachments (which
are hereby made part of this Agreement) contain the entire understanding between
Reseller and ORBCOMM and supersede all prior written and oral understandings
relating to the subject matter hereof (excluding the Mutual Non-Disclosure
Agreement). No representations, warranties, indemnities, agreements or
understandings not contained herein shall be valid or effective unless agreed to
in writing and signed by both parties. Any modification or amendment of this
Agreement must be in writing and signed by both parties.


                                       11



     (m) Governing Law. The construction, interpretation and performance of this
Agreement, as well as the legal relations of the parties arising hereunder,
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to the conflict or choice of law provisions
thereof.

     (n) Severability. If any part of this Agreement shall be held invalid or
unenforceable, such determination shall not affect the validity or
enforceability of any remaining portion, which shall remain in force and effect
as if this Agreement had been executed with the invalid or unenforceable portion
thereof eliminated.

     (o) Headings. Headings in this Agreement are included for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.


                                       12


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.

ORBCOMM LLC                             TRANSPORT INTERNATIONAL POOL, INC.


By: /s/ Don Franco                      By: /s/ Christopher P. Kelley
    ---------------------------------       ------------------------------------
Name: Don Franco                        Name: Christopher P. Kelley
Title: Co-CEO                           Title: SVP



                                    EXHIBIT A

                                   DEFINITIONS

     (a) "Abuse of the ORBCOMM System" shall mean: (i) providing or attempting
to provide, or assisting or permitting another Person to (A) access, alter or
interfere with the communications and/or information of a Subscriber by
rearranging, tampering or making an unauthorized connection with the ORBCOMM
System or (B) use of any scheme, false representation or false credit device,
with the intent to avoid payment, in whole or in part, for ORBCOMM Services;
(ii) using the ORBCOMM System in such a manner as to interfere unreasonably with
the use of the ORBCOMM System by other users and subscribers; (iii) using the
ORBCOMM System to convey information that is unlawful or conveying it in an
unlawful manner; (iv) causing electromagnetic interference, either intentionally
or unintentionally, with the operation of the ORBCOMM System in such a way as to
impair the quality of service provided by ORBCOMM to its other resellers and
subscribers or the operation of another system or application approved by the
FCC or other Governmental Authority.

     (b) "Affiliate" shall mean, with respect to any Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such Person. As used herein, the
term "control" means possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. For
Reseller, an Affiliate shall also mean an entity in which GE owns at least a 20%
equity interest in such entity (or, for countries where majority ownership is
restricted to 20% or less, the maximum equity ownership permitted by local law).

     (c) "Agent" shall mean a Person (other than Reseller, an Affiliate of
Reseller, an employee of Reseller, or an employee of an Affiliate of Reseller)
that is authorized pursuant to this Agreement to market and sell access to and
use of the ORBCOMM System on Reseller's behalf.

     (d) "Application" shall mean the application or applications described on
Exhibit B.

     (e) "Billing Cycle" shall mean a calendar month.

     (f) "Billing Cycle Amount" shall mean, with respect to any Billing Cycle,
the sum of all charges incurred for such Billing Cycle, including Usage Charges
and Provisioning Charges for all Subscriber Communicators in each case.



     (g) "Effective Date" shall mean the date of this Agreement as set forth in
the Preamble.

     (h) "Event of Default" shall mean the occurrence of any one or more of the
following: (a) Reseller fails to pay any validly billed amount to ORBCOMM when
due and such failure is not cured within thirty (30) days of Reseller's receipt
of written notice of said failure to pay; (b) [***] not cured within the
fifteen (15) day period as set forth in Section 7, or any subsequent [***]
related to the previously-identified and purportedly addressed [***]; (c)
ORBCOMM or its Affiliates, country representatives, regional licensees or agents
shall not have maintained in full force and effect all Permits necessary to
provide ORBCOMM Services in the Territory and such failure shall have continued
for a period of sixty (60) days; (d) any material representation or warranty
made by or on behalf of Reseller or ORBCOMM contained in this Agreement shall be
not be true and correct in all material respects when made; or (e) either
Reseller or ORBCOMM shall fail to perform in all material respects their
respective covenants contained in this Agreement.

     (i) "FCC" shall mean the United States Federal Communications Commission or
any successor agency thereto.

     (j) "First-Line Support" shall mean preliminary customer support.

     (k) "GE" shall mean collectively, the General Electric Company, GE
Businesses and its and their Affiliates worldwide.

     (l) "GE Business" shall mean an individual operating business or division
of GE, which major operating divisions at the time of this Agreement include: GE
Aircraft Engines, GE Commercial Finance, GE Consumer Products (GE Appliances and
GE Lighting), GE Equipment Management, GE Consumer Finance, GE Insurance, GE
Industrial Systems, GE Medical Systems, NBC, GE Plastics, GE Power Systems, GE
Specialty Materials, GE Transportation Systems, and GE Corporate (which includes
GE Corporate Research & Development, GE Supply and all other Corporate and
support components which components provide, among other things, international
trade support, market development, licensing and investments for various GE
businesses).

     (m) "Governmental Authority" shall mean any federal, state, local or other
governmental agency or authority of the United States or any other country.

     (n) "Mutual Non-Disclosure Agreement" shall mean the Mutual Non-Disclosure
Agreement dated as of April 3, 2002, between Reseller and ORBCOMM.


                                       2



     (o) "ORBCOMM Services" shall mean the data communication services provided
by ORBCOMM using the ORBCOMM System.

     (p) "ORBCOMM System" shall mean the network of low-Earth orbit satellites,
gateway Earth stations, network and gateway control equipment and other
equipment owned and operated by ORBCOMM, its Service Licensees, Country
Representatives and/or Gateway Service Providers.

     (q) "Permits" shall mean any franchise, license, license exemption,
consent, approval, authorization, registration, equipment type approval, special
temporary authority, or import approval, the issuance of which is required by a
Governmental Authority with jurisdiction in any country in the Territory.

     (r) "Person" shall mean an individual or a corporation, partnership,
association, trust or any other entity or organization.

     (s) "Pricing Rate Schedule" shall mean the Pricing Rate Schedule attached
hereto as Exhibit C.

     (t) "Provisioning Charge" shall mean the charge for the activation of a
particular Subscriber Communicator for use in connection with the ORBCOMM System
in the Territory, as set forth on the Pricing Rate Schedule.

     (u) "Subscriber" shall mean a customer (other than Reseller) purchasing
access to and use of the ORBCOMM System from Reseller or Reseller, when access
to and use of the ORBCOMM System is for Reseller's own commercial use and
account.

     (v) "Subscriber Communicator" shall mean the equipment used by Reseller or
its Agents or Subscribers to access the ORBCOMM System, which has been Type
Approved and to which a physical serial number, device control number, radio
identification codes, and a Subscriber Communicator Address have been assigned.

     (w) "Subscriber Communicator Address" shall mean the unique subscriber
communicator address or addresses assigned to a Subscriber Communicator for use
within the ORBCOMM System.

     (x) "Subscriber Information" shall mean any information regarding a
Subscriber or Subscriber Communicator provided to ORBCOMM by Reseller,
Reseller's Agents or Reseller's employees during the term of this Agreement. For
clarification, Subscriber Information shall not include the Subscriber
Communicator Address or any intellectual property of ORBCOMM associated with or
incorporated in a Subscriber Communicator.


                                       3



     (y) "Territory" shall mean the United States, Canada and Mexico.

     (z) "Type Approved" shall mean the approval for use with the ORBCOMM System
granted by or on behalf of ORBCOMM to each model or type of modem incorporated
into Subscriber Communicators based on ORBCOMM's determination that such model
or type of modem meets the requirements set forth in the applicable
specifications and successfully meets the testing requirements specified in each
applicable manufacturing agreement.

     (aa) "Usage Charges" shall mean the charges incurred by Reseller as set
forth on the Pricing Rate Schedule.


                                       4



                                    EXHIBIT B

                        RESELLER APPLICATION DESCRIPTION

Reseller's Application is defined as:

     1.   Reseller's service or product offering that tracks and/or monitors
          assets for the GE Equipment Management businesses, the GE Medical
          Systems businesses, or their respective customers or Subscribers.

     2.   Any other product developed for the purpose of tracking and/or
          monitoring assets which is derived from or is substantially similar in
          nature to Application 1 above and which has a message profile and
          frequency of transmission similar to Application 1 above; provided,
          however, that any such other product shall be tested prior to
          Provisioning to ensure that the product does not cause an Abuse of the
          ORBCOMM System. Such testing shall be conducted pursuant to a testing
          protocol agreed to by the parties.

     3.   Reseller's Application shall specifically exclude products that
          provide back up communication services for automobile systems not
          included in Paragraphs 1 and 2 above.



                                    EXHIBIT C

                   Pricing Rate Schedule for Entire Territory




                                     [***]

                               [2 pages omitted]





                                  EXHIBIT D

                                    [***]

                               [3 pages omitted]

EX-10.9.2

                                                                  EXHIBIT 10.9.2

                                       *** TEXT OMITTED AND FILED SEPARATELY
                                           CONFIDENTIAL TREATMENT REQUESTED
                                           UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
                                           and 230.406

                                 (ORBCOMM LOGO)

January 26, 2006

Transport International Pool, Inc.
80 West Lancaster Avenue
Devon, PA 19333

G.E. Asset Intelligence
540 Northwest Highway
Barrington, IL, 60010
Att: Thomas Konditi

     Re: Amendment to International Value Added Reseller Agreement

Dear Mr. Konditi:

     Effective the date first written above, ORBCOMM LLC ("ORBCOMM") and
Transport International Pool, Inc. ("TIP" and, together with ORBCOMM, the
"Parties") hereby agree to amend the terms of the International Value Added
Reseller Agreement, dated March 14, 2003 (the "IVAR"), by and between the
Parties, as follows:

          1.   The Pricing Rate Schedule (Exhibit C to the IVAR) shall be
               amended to add the following clause (e) to Section 2 thereof:

                                      [***]

          2.   The Term of the IVAR shall be renewed for an additional three (3)
               years beyond the Initial Term, such that the Term shall expire on
               March 14, 2009 unless renewed again pursuant to the terms of the
               IVAR.

     Except as expressly amended by this amendment, all other terms and
conditions of the IVAR shall remain in full force and effect. No waiver of any
provision of the IVAR by either Party shall be deemed a continuing waiver of any
matter by such Party.

     Please indicate your acceptance of the amendment set forth above by signing
where indicated below. If you have any questions, please contact me at
703-433-6306.

                                                 Very truly yours,


                                                 Jerome B. Eisenberg
                                                 Chief Executive Officer


Agreed and accepted as of this
26th day of January, 2006:

Transport International Pool, Inc.


By:     /s/ Siva Balakrishnan
    --------------------------------------
Name:  Siva Balakrishnan
Title: SVP-Operations

EX-10.9.3

                                                                  EXHIBIT 10.9.3

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

      This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is to be effective
as of February 28, 2006 (the "Effective Date"), by and among Transport
International Pool, Inc., a Pennsylvania corporation ("Assignor"), GE Asset
Intelligence, LLC, a Delaware limited liability company ("Assignee") and ORBCOMM
LLC, a Delaware limited liability company ("ORBCOMM").

                                   WITNESSETH:

      WHEREAS, Assignor and ORBCOMM are parties to the International Value Added
Reseller Agreement, dated March 14, 2003, as amended (the "IVAR");

      WHEREAS, Assignor now desires to assign to Assignee Assignor's right,
title and interest in the IVAR on the terms and conditions hereinafter set
forth, and Assignee and ORBCOMM are agreeable thereto;

      WHEREAS, in order to induce ORBCOMM to consent to the assignment and
assumption of the IVAR pursuant to this Agreement, Assignor has agreed to
guaranty Assignee's obligations and performance under this Agreement; and

      NOW, THEREFORE, FOR AND IN CONSIDERATION of the above premises, the mutual
covenants hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:

      1. Assignment. Effective on the Effective Date, Assignor hereby assigns,
transfers and sets over unto Assignee all of the right, title, interest,
unexpired term, rights of extension and privileges, of the Assignor in, to and
under the IVAR.

      2. Assumption. Effective on the Effective Date, Assignee hereby agrees to
assume, pay, perform and discharge, when due or required to be performed, as the
case may be, all of the terms, covenants and conditions of the IVAR on the part
of the Assignor which accrue on or after the Effective Date.

      3. Guaranty. Assignor hereby guarantees the full, complete and timely
payment and performance by Assignee of all the obligations to be performed by
Assignee hereunder.

      4. Consent. ORBCOMM hereby consents to the assignment and assumption of
the IVAR under this Agreement.



      5. Successors. This Agreement shall be binding upon the parties hereto and
their respective heirs, executors, administrators, successors and permitted
assigns.

      6. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall be effective when one or more counterparts have been signed by each of the
parties.

      7. Entire Agreement; Amendment. This Agreement contains the entire
understanding between the parties and supersede all prior written and oral
understandings relating to the subject matter hereof. No representations,
warranties, indemnities, agreements or understandings not contained herein or in
the IVAR shall be valid or effective unless agreed to in writing and signed by
the parties. The provisions of this Agreement may not be modified or amended
except by an instrument in writing signed by all the parties hereto.

      8. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York and the United States, without
regard to the principles of conflicts of law.

      9. Notices. All notices and other communications hereunder or under the
IVAR shall be in writing and shall be deemed given upon receipt if delivered
personally or by facsimile, by express mail, courier, or by registered or
certified mail, return receipt requested, postage prepaid, to the Assignor and
ORBCOMM as provided in the IVAR and with respect to the Assignee at the
following address:

      ASSIGNEE:

                  GE Asset Intelligence, LLC
                  540 West Northwest Hwy.
                  Barrington, IL 45230
                  Telephone: +1 (847) 277-6152
                  Facsimile: +1 (847) 277-5895
                  Attention: General Counsel

                         [SIGNATURE PAGE FOLLOWS]

                                       2



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

                                         TRANSPORT INTERNATIONAL POOL, INC.

                                         By: /s/ Siva Balakrishnan
                                            ------------------------------------
                                         Name: Siva Balakrishnan
                                         Title: SVP - Operations

                                         GE ASSET INTELLIGENCE, LLC

                                         By: /s/ Clayton R. Sander, Jr.
                                            ------------------------------------
                                         Name: Clayton R. Sander, Jr.
                                         Title: VP, General Counsel & Secretary

                                         ORBCOMM LLC

                                         By: /s/ Jerome B. Eisenberg
                                            ------------------------------------
                                         Name: Jerome B. Eisenberg
                                         Title: Chief Executive Officer

EX-10.10

                                                                   EXHIBIT 10.10

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION
UNDER THE PROVISIONS OF THE SECURITIES ACT. [CONFORM LEGEND TO THAT APPROVED FOR
SHARE CERTIFICATES].

                                   No. [____]

                          COMMON STOCK PURCHASE WARRANT

           To Purchase [______] shares of Common Stock of ORBCOMM Inc.

          THIS CERTIFIES that, for value received, [___________], a
[_____________________________] (the "Holder"), is entitled, upon the terms and
subject to the conditions hereinafter set forth, at any time on or after the
date hereof (the "Initial Exercise Date") and until the close of business on
[insert Termination Date in LLC Warrant] (the "Termination Date") but not
thereafter, to subscribe for and purchase from ORBCOMM Inc., a Delaware
corporation (the "Company"), [______] (the "Warrant Shares") of the common stock
of the Company, par value $.001 per share (the "Shares"). The purchase price of
the Warrant Shares (the "Exercise Price") under this Warrant shall be $1.55 per
Share. The number of Shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein.

          1. Authorization of Shares. The Company covenants that all Shares
which may be issued upon the exercise of rights represented by this Warrant
will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

          2. Exercise of Warrant. (a) Except as provided in Section 4 herein,
exercise of the purchase rights represented by this Warrant may be made in whole
(or in part) at any time on or after the Initial Exercise Date, and before the
close of business on the Termination Date, by (i) the surrender of this Warrant,
(ii) delivery of a duly Executed Notice of Exercise Form, in the form annexed
hereto and (iii) delivery of a duly executed counterpart signature page to the
(A) Registration Rights Agreement, dated



January [ ], 2004 (the "Registration Rights Agreement"), between the Company and
certain Holders (as defined therein), (B) Stockholders Agreement, dated January
[ ], 2004 (the "Stockholders Agreement"), between the Company and certain
Preferred Stockholders (as defined therein) and Common Stockholders (as defined
therein) and (C) Common Stock Voting Agreement, dated January [ ], 2004 (the
"Common Stock Voting Agreement"), between the Company and certain Investors (as
defined therein), in each case, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder hereof at the address of such holder appearing on the books of
the Company). Thereafter upon payment of the Exercise Price of the Warrant
Shares thereby purchased by wire transfer of immediately available funds to an
account designated by the Company or delivery of a cashier's check drawn on a
United States bank, the Holder shall be entitled to receive a certificate for
the number of Shares so purchased. A certificate for Shares purchased hereunder
shall be delivered to the Holder hereof within five (5) business days after the
date on which this Warrant shall have been exercised and paid as aforesaid.
Notwithstanding anything herein to the contrary, Holder agrees following
exercise of this Warrant to do or have done such acts and things as the Company
may reasonably request in order to admit Holder as a member of the Company.

               (b) In lieu of exercising this Warrant as specified in Section
2(a), the Holder may from time to time convert this Warrant, in whole or in
part, into a number of Shares determined by dividing (i) the aggregate fair
market value of the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Exercise Price of such Shares by (ii) the
fair market value of one Share. The fair market value of a Share shall be
determined pursuant to Section 2(c).

               (c) The Board of Directors of the Company shall determine fair
market value of a Share in its reasonable good faith judgment.

          3. No Fractional Shares. No fractional Shares shall be issued upon the
exercise of this Warrant. As to any fraction of a Share which a Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount determined on the
basis the Exercise Price.

          4. Charges, Taxes and Expenses. Issuance of certificates for Shares
upon the exercise of this Warrant shall be made without charge to the Holder
hereof for any issue or federal or state transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the holder of this Warrant or in such name or names as may be
directed in writing by the holder of this Warrant.


                                       2



          5. Closing of Books. The Company will not close its Share holder books
or records in any manner which prevents the timely exercise of this Warrant.

          6. Transfer.

               (a) The Holder (and its transferees and assigns), by acceptance
of this Warrant, covenants and agrees that it is acquiring the Warrants
evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own
account as an investment and not with a view to distribution thereof. The
Warrant Shares have not been registered under the Securities Act or any state
securities laws and no transfer of any Warrant Shares shall be permitted unless
the Company has received notice of such transfer, at the address of its
principal office, in the form of an assignment reasonably satisfactory to the
Company, accompanied by an opinion of counsel reasonably satisfactory to the
Company that an exemption from registration of such Warrants or Warrant Shares
under the Securities Act is available for such transfer. Upon any exercise of
the Warrants, certificates representing the Warrant Shares shall bear a
restrictive legend substantially identical to that set forth on the face of this
Warrant certificate.

               (b) The Holder agrees that this Warrant may not be transferred to
any person or entity other than an Affiliate. For purposes of this Warrant the
term "Affiliate" shall have the meaning ascribed thereto under the United States
Securities Act of 1933, as amended, and, in addition, shall include (i)
transferees by will or the laws of descent and distribution, (ii) shareholders,
partners or members of the Holder (and other entities controlled by such
shareholders, partners or members) and (iii) a trust that benefits the Holder
and/or his spouse (including widow), issue or a charity.

               (c) This Warrant may not be divided or combined with other
warrants.

               (d) The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.

          7. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a Shareholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, and the execution and delivery
by the Holder of the duly executed counterpart signature pages to the (i)
Registration Rights Agreement, (ii) Stockholders Agreement and (iii) Common
Stock Voting Agreement, the Warrant Shares so purchased shall be and be deemed
to be issued to the Holder as the record owner of such Shares as of the close of
business on the later of the date of such surrender or payment.


                                       3



          8. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not exceed that customarily charged by the Company's transfer agent) and upon
surrender and cancellation of such Warrant or certificate, if mutilated, the
Company will make and deliver a new Warrant or certificate of like tenor and
dated as of such cancellation, in lieu of such Warrant or certificate.

          9. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

          10. Adjustments of Exercise Price and Number of Warrant Shares.

               (a) Stock Splits, etc. Notwithstanding anything herein to the
contrary, the number of Warrant Shares shall be adjusted ratably for changes in
the capitalization of the Company as follows:

               (i) in the event of subdivisions, combinations or
     reclassifications of the Company capital into a greater or lesser number of
     Shares, as the case may be, or into different classes, the number of
     Warrant Shares shall be adjusted ratably in the same proportion as the
     Company capital is subdivided, combined or reclassified, and the Exercise
     Price (x) shall be proportionately increased in case of any combination or
     reclassification into a lesser number of Shares or (y) shall be
     proportionately decreased in case of any subdivision or reclassification
     into a greater number of Shares;

               (ii) in the event of a distribution of Shares by the Company, the
     number of Warrant Shares shall be increased by the number of Shares Holder
     would have received had the Warrant be exercised immediately prior to such
     distribution of Shares and the Exercise Price shall be proportionately
     decreased.

               (b) Dilutive Issuances. If the Company shall prior to the
Termination Date sell, issue or distribute (including by way of dividend) Shares
or securities convertible or exchangeable into Shares, including options,
preemptive rights and warrants, at a price per Share (determined in the case of
securities convertible or exchangeable into Shares, by dividing (i) the total
amount received or receivable by the Company in consideration for the sale and
issuance of such securities plus the consideration payable to the Company upon
the conversion or exchange of such securities by (ii) the total number of Shares
covered by such convertible or exchangeable securities), which is less than
$1.55 (or, in the event of a prior adjustment in the number


                                       4



of Warrant Shares, the then current Exercise Price), then the number of Warrant
Shares shall be increased to equal the product of (i) the number of Warrant
Shares issuable immediately prior to such dilutive issuance times (ii) the
quotient of the then current Exercise Price divided by the lowest price per
Shares at which Shares were so sold, issued or distributed, and the Exercise
Price shall thereafter be reduced to such lowest price per Share.

               (c) Merger, Consolidation or Disposition of Assets. In case the
Company shall consolidate or merge with or into another corporation or other
entity (where the Company is not the surviving entity or where there is a change
in or distribution with respect to the Shares of the Company), or convert into
another entity or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation or other entity and,
pursuant to the terms of such merger, consolidation, conversion or disposition
of assets, equity securities of the successor or acquiring corporation or other
entity, or any cash, shares of stock or other securities or property of any
nature whatsoever (including warrants or other subscription or purchase rights)
in addition to or in lieu of equity securities of the successor or acquiring
entity ("Other Property"), are to be received by or distributed to the holders
of Shares of the Company, then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the number of Shares of the equity
securities of the successor or acquiring entity or of the Company, if it is the
surviving entity, and Other Property receivable upon or as a result of such
merger, consolidation, conversion or disposition of assets by a holder of the
number of Shares for which this Warrant is exercisable immediately prior to such
event. In case of any such merger, consolidation, conversion or disposition of
assets, the successor or acquiring corporation or other entity (if other than
the Company) shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined in good faith by resolution of the Board of Directors of the Company)
in order to provide for adjustments of Shares for which this Warrant is
exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 10. For purposes of this Section 10,
"equity securities of the successor or acquiring corporation or other entity"
shall include stock or other common equity interests of such company of any
class which is not preferred as to dividends or assets over any other class of
stock of such company and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such security, either immediately
or upon the arrival of a specified date or the happening of a specified event
and any warrants or other rights to subscribe for or purchase any such security.
The foregoing provisions of this Section 10 shall similarly apply to successive
mergers, consolidations, conversions or dispositions of assets.


                                       5



          11. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

          12. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
or express courier to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made. Such notice, in
the absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

          13. Notice of Corporate Action. If at any time:

               (a) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation, or

               (b) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 10 days prior written notice of the record date for such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 10 days prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Shares shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (ii)
the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Shares shall be entitled to exchange their Shares for securities
or other property deliverable upon such disposition, dissolution, liquidation or
winding up. Each such written notice shall be


                                       6



sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section
14(c).

          14. Miscellaneous.

               (a) Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of Delaware without regard to its conflict of law principles or
rules.

               (b) Restrictions. The Holder hereof acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

               (c) Notices. Any notice, request, consent, waiver or other
communication required or permitted hereunder shall be effective only if it is
in writing and personally delivered or sent by Federal Express or similar
internationally recognized express courier service or sent by fax and addressed
as set forth below:

          IF TO THE HOLDER:

          [________________________________________]
          [________________________________________]
          [________________________________________]
          [________________________________________]
          Fax: [___________________________________]
          Attention:

          IF THE COMPANY:
          ORBCOMM Inc.
          21700 Atlantic Blvd.
          Dulles, VA 20166
          Fax: (703) 433-6400
          Attention: Don Franco, Co-Chief Executive Officer

          WITH A COPY TO:
          Chadbourne & Parke LLP
          30 Rockefeller Plaza
          New York, New York 10112
          Fax: (212) 541-5369
          Attention: Alejandro San Miguel, Esq.

or such other person or address as the addressee may have specified in a notice
duly given to the sender as provided herein. Such notice or communication shall
be deemed to have been given as of the date so personally delivered or mailed.


                                       7



               (d) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all holders from time to time of this Warrant
and shall be enforceable by any such holder or holder of Warrant Shares.

               (e) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

               (f) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

               (g) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated: January [___], 2004

                                        ORBCOMM Inc.


                                        By:
                                            ------------------------------------
                                        Name: Don Franco
                                        Title: Co-Chief Executive Officer


                                       8



                               NOTICE OF EXERCISE

To: ORBCOMM Inc.
    21700 Atlantic Blvd.
    Dulles, VA 20166

          (1) The undersigned hereby elects to purchase [_________] Shares of
the Common Stock of ORBCOMM Inc. pursuant to the terms of the attached Warrant,
and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

          (2) Please issue a certificate or certificates representing said
Shares in the name of the undersigned or in such other name as is specified
below:

- ------------------------------------
(Name)

- ------------------------------------
(Address)

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

Dated:


                                        ----------------------------------------
                                        Signature

EX-10.11

                                                                   EXHIBIT 10.11

                FORM OF SERIES A PREFERRED STOCK PURCHASE WARRANT

NEITHER THIS WARRANT NOR THE SHARES OF SERIES A PREFERRED STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES OF
SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS
EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.

                                     No. [ ]

                    SERIES A PREFERRED STOCK PURCHASE WARRANT

       To Purchase [ ] shares of Series A Preferred Stock of ORBCOMM Inc.

     THIS CERTIFIES that, for value received, [______________] (the "Holder"),
is entitled, upon the terms and subject to the conditions hereinafter set forth,
at any time on or after the date hereof (the "Initial Exercise Date") and until
the close of business on [insert Terminate Date] (the "Termination Date") but
not thereafter, to subscribe for and purchase from ORBCOMM Inc., a Delaware
corporation (the "Company"), [______________________] (the "Warrant Shares") of
the Series A preferred stock of the Company, par value $.001 per share (the
"Shares"). The purchase price of the Warrant Shares (the "Exercise Price") under
this Warrant shall be $2.84 per Share. The number of Shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein.

          1. Authorization of Shares. The Company covenants that all Shares
which may be issued upon the exercise of rights represented by this Warrant
will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).



          2. Exercise of Warrant. (a) Except as provided in Section 4 herein,
exercise of the purchase rights represented by this Warrant may be made in whole
(or in part) at any time on or after the Initial Exercise Date, and before the
close of business on the Termination Date, by (i) the surrender of this Warrant,
(ii) delivery of a duly Executed Notice of Exercise Form, in the form annexed
hereto and (iii) delivery of a duly executed counterpart signature page to the
(A) Registration Rights Agreement, dated the date hereof (the "Registration
Rights Agreement"), between the Company and certain Holders (as defined
therein), (B) Stockholders Agreement, dated the date hereof (the "Stockholders
Agreement"), between the Company and certain Preferred Stockholders (as defined
therein) and Common Stockholders (as defined therein) and (C) Common Stock
Voting Agreement, dated the date hereof (the "Common Stock Voting Agreement"),
between the Company and certain Investors (as defined therein), in each case, at
the office of the Company (or such other office or agency of the Company as it
may designate by notice in writing to the registered Holder hereof at the
address of such holder appearing on the books of the Company). Thereafter upon
payment of the Exercise Price of the Warrant Shares thereby purchased by wire
transfer of immediately available funds to an account designated by the Company
or delivery of a cashier's check drawn on a United States bank, the Holder shall
be entitled to receive a certificate for the number of Shares so purchased. A
certificate for Shares purchased hereunder shall be delivered to the Holder
hereof within five (5) business days after the date on which this Warrant shall
have been exercised and paid as aforesaid. Notwithstanding anything herein to
the contrary, Holder agrees following exercise of this Warrant to do or have
done such acts and things as the Company may reasonably request in order to
admit Holder as a member of the Company.

               (b) In lieu of exercising this Warrant as specified in Section
2(a), the Holder may from time to time convert this Warrant, in whole or in
part, into a number of Shares determined by dividing (i) the aggregate fair
market value of the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Exercise Price of such Shares by (ii) the
fair market value of one Share. The fair market value of a Share shall be
determined pursuant to Section 2(c).

               (c) The Board of Directors of the Company shall determine fair
market value of a Share in its reasonable good faith judgment.

          3. No Fractional Shares. No fractional Shares shall be issued upon the
exercise of this Warrant. As to any fraction of a Share which a Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount determined on the
basis the Exercise Price.

          4. Charges, Taxes and Expenses. Issuance of certificates for Shares
upon the exercise of this Warrant shall be made without charge to the Holder
hereof for


                                       2



any issue or federal or state transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed in
writing by the holder of this Warrant.

          5. Closing of Books. The Company will not close its Share holder books
or records in any manner which prevents the timely exercise of this Warrant.

          6. Transfer.

               (a) The Holder (and its transferees and assigns), by acceptance
of this Warrant, covenants and agrees that it is acquiring the Warrants
evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own
account as an investment and not with a view to distribution thereof. The
Warrant Shares have not been registered under the Securities Act or any state
securities laws and no transfer of any Warrant Shares shall be permitted unless
the Company has received notice of such transfer, at the address of its
principal office, in the form of an assignment reasonably satisfactory to the
Company, accompanied by an opinion of counsel reasonably satisfactory to the
Company that an exemption from registration of such Warrants or Warrant Shares
under the Securities Act is available for such transfer. Upon any exercise of
the Warrants, certificates representing the Warrant Shares shall bear a
restrictive legend substantially identical to that set forth on the face of this
Warrant certificate.

               (b) The Holder agrees that this Warrant may not be transferred to
any person or entity other than an Affiliate. For purposes of this Warrant the
term "Affiliate" shall have the meaning ascribed thereto under the United States
Securities Act of 1933, as amended, and, in addition, shall include (i)
transferees by will or the laws of descent and distribution, (ii) shareholders,
partners or members of the Holder (and other entities controlled by such
shareholders, partners or members) and (iii) a trust that benefits the Holder
and/or his spouse (including widow), issue or a charity.

               (c) This Warrant may not be divided or combined with other
warrants.

               (d) The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.

          7. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a Shareholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, and the execution and delivery
by the Holder of the duly executed counterpart signature pages to the (i)
Registration Rights Agreement, (ii) Stockholders Agreement and (iii) Common
Stock Voting Agreement, the Warrant


                                       3



Shares so purchased shall be and be deemed to be issued to the Holder as the
record owner of such Shares as of the close of business on the later of the date
of such surrender or payment.

          8. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not exceed that customarily charged by the Company's transfer agent) and upon
surrender and cancellation of such Warrant or certificate, if mutilated, the
Company will make and deliver a new Warrant or certificate of like tenor and
dated as of such cancellation, in lieu of such Warrant or certificate.

          9. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

          10. Adjustments of Exercise Price and Number of Warrant Shares.

               (a) Stock Splits, etc. Notwithstanding anything herein to the
contrary, the number of Warrant Shares shall be adjusted ratably for changes in
the capitalization of the Company as follows:

               (i) in the event of subdivisions, combinations or
     reclassifications of the Company capital into a greater or lesser number of
     Shares, as the case may be, or into different classes, the number of
     Warrant Shares shall be adjusted ratably in the same proportion as the
     Company capital is subdivided, combined or reclassified, and the Exercise
     Price (x) shall be proportionately increased in case of any combination or
     reclassification into a lesser number of Shares or (y) shall be
     proportionately decreased in case of any subdivision or reclassification
     into a greater number of Shares;

               (ii) in the event of a distribution of Shares by the Company, the
     number of Warrant Shares shall be increased by the number of Shares Holder
     would have received had the Warrant be exercised immediately prior to such
     distribution of Shares and the Exercise Price shall be proportionately
     decreased.

               (b) Dilutive Issuances. If the Company shall prior to the
Termination Date sell, issue or distribute (including by way of dividend) Shares
or securities convertible or exchangeable into Shares, including options,
preemptive rights and warrants, at a price per Share (determined in the case of
securities convertible or exchangeable into Shares, by dividing (i) the total
amount received or receivable by the


                                       4



Company in consideration for the sale and issuance of such securities plus the
consideration payable to the Company upon the conversion or exchange of such
securities by (ii) the total number of Shares covered by such convertible or
exchangeable securities), which is less than $2.84 (or, in the event of a prior
adjustment in the number of Warrant Shares, the then current Exercise Price),
then the number of Warrant Shares shall be increased to equal the product of (i)
the number of Warrant Shares issuable immediately prior to such dilutive
issuance times (ii) the quotient of the then current Exercise Price divided by
the lowest price per Shares at which Shares were so sold, issued or distributed,
and the Exercise Price shall thereafter be reduced to such lowest price per
Share.

               (c) Merger, Consolidation or Disposition of Assets. In case the
Company shall consolidate or merge with or into another corporation or other
entity (where the Company is not the surviving entity or where there is a change
in or distribution with respect to the Shares of the Company), or convert into
another entity or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation or other entity and,
pursuant to the terms of such merger, consolidation, conversion or disposition
of assets, equity securities of the successor or acquiring corporation or other
entity, or any cash, shares of stock or other securities or property of any
nature whatsoever (including warrants or other subscription or purchase rights)
in addition to or in lieu of equity securities of the successor or acquiring
entity ("Other Property"), are to be received by or distributed to the holders
of Shares of the Company, then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the number of Shares of the equity
securities of the successor or acquiring entity or of the Company, if it is the
surviving entity, and Other Property receivable upon or as a result of such
merger, consolidation, conversion or disposition of assets by a holder of the
number of Shares for which this Warrant is exercisable immediately prior to such
event. In case of any such merger, consolidation, conversion or disposition of
assets, the successor or acquiring corporation or other entity (if other than
the Company) shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined in good faith by resolution of the Board of Directors of the Company)
in order to provide for adjustments of Shares for which this Warrant is
exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 10. For purposes of this Section 10,
"equity securities of the successor or acquiring corporation or other entity"
shall include stock or other common equity interests of such company of any
class which is not preferred as to dividends or assets over any other class of
stock of such company and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such security, either immediately
or upon the arrival of a specified date or the happening of a specified event
and any warrants or other


                                       5



rights to subscribe for or purchase any such security. The foregoing provisions
of this Section 10 shall similarly apply to successive mergers, consolidations,
conversions or dispositions of assets.

          11. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

          12. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
or express courier to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made. Such notice, in
the absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

          13. Notice of Corporate Action. If at any time:

               (a) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation, or

               (b) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 10 days prior written notice of the record date for such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 10 days prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Shares shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (ii)
the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take


                                       6



place and the time, if any such time is to be fixed, as of which the holders of
Shares shall be entitled to exchange their Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 14(c).

          14. Miscellaneous.

               (a) Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of Delaware without regard to its conflict of law principles or
rules.

               (b) Restrictions. The Holder hereof acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

               (c) Notices. Any notice, request, consent, waiver or other
communication required or permitted hereunder shall be effective only if it is
in writing and personally delivered or sent by Federal Express or similar
internationally recognized express courier service or sent by fax and addressed
as set forth below:

               IF TO THE HOLDER:
               [__________________________________]
               [__________________________________]
               [__________________________________]
               Fax: [_____________________________]
               Attention:

               IF THE COMPANY:
               ORBCOMM Inc.
               21700 Atlantic Blvd.
               Dulles, VA 20166
               Fax: (703) 433-6400
               Attention: Don Franco, Co-Chief Executive Officer

               WITH A COPY TO:
               Chadbourne & Parke LLP
               30 Rockefeller Plaza
               New York, New York 10112
               Fax: (212) 541-5369
               Attention: Alejandro San Miguel, Esq.


                                       7



or such other person or address as the addressee may have specified in a notice
duly given to the sender as provided herein. Such notice or communication shall
be deemed to have been given as of the date so personally delivered or mailed.

               (d) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all holders from time to time of this Warrant
and shall be enforceable by any such holder or holder of Warrant Shares.

               (e) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

               (f) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

               (g) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated: February [ ], 2004

                                        ORBCOMM Inc.


                                        By:
                                            ------------------------------------
                                        Name: Don Franco
                                        Title: Co-Chief Executive Officer


                                       8



                               NOTICE OF EXERCISE

To: ORBCOMM Inc.
    21700 Atlantic Blvd.
    Dulles, VA 20166

          (1) The undersigned hereby elects to purchase [_________] Shares of
the Series A Preferred Stock of ORBCOMM Inc. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

          (2) Please issue a certificate or certificates representing said
Shares in the name of the undersigned or in such other name as is specified
below:

- -------------------------------------
(Name)

- -------------------------------------
(Address)

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

Dated:

                                        ----------------------------------------
                                        Signature

EX-10.12

                                                                   EXHIBIT 10.12

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH WARRANT OR
SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE
WITH RULE 144 UNDER THE ACT.

No. [__]

                                  ORBCOMM INC.

                               SERIES A PREFERRED
                             STOCK PURCHASE WARRANT

February 17, 2004

     THIS CERTIFIES THAT, for value received, Ridgewood Satellite, LLC, a
Delaware limited liability company ("Warrantholder"), is entitled to subscribe
for and purchase from ORBCOMM Inc., a Delaware corporation (the "Company"),
subject to the terms set forth below, Series A Convertible Redeemable Preferred
Stock of the Company, par value $0.001 per share ("Warrant Shares"), upon
surrender hereof, at the principal office of the Company referred to below, with
the Notice of Exercise attached as Exhibit A hereto duly executed, and payment
therefor in lawful money of the United States. The number and warrant price of
such Warrant Shares are as set forth in Section 2 hereof. The term "Warrant" as
used herein shall include this Warrant and any warrants delivered in
substitution or exchange therefor as provided herein.

     1. Term. Subject to the terms hereof, the purchase right represented by
this Warrant is exercisable, in whole or in part, at any time and from time to
time until November 5, 2008.

     2. Number and Warrant Price.

          (a) This Warrant shall be exercisable for the number of Warrant Shares
set forth in subparagraph (b) below at an exercise price per share equal to
$2.84 per Warrant Share (the "Warrant Price").

          (b) This Warrant shall be exercisable for [__] shares of Series A
Convertible Redeemable Preferred Stock of the Company, par value $0.001 per
share.

     3. Method of Exercise; Payment; Issuance of New Warrant. The purchase right
represented by this Warrant may be exercised by the holder hereof, in whole or
in part and from time to time, by the surrender of this Warrant (together with a
duly executed notice of exercise, in the form attached hereto as Exhibit A) at
the principal office of the Company and by the payment to the Company, by check
or wire transfer of immediately available funds, of an



ORBCOMM Series A Warrant

amount equal to the Warrant Price per share multiplied by the number of Warrant
Shares then being purchased. The person or persons in whose name(s) any
certificate(s) representing Warrant Shares shall be issuable upon exercise of
this Warrant shall be deemed to have become the holder(s) of record of, and
shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, certificates for the shares of stock so purchased shall be
delivered to the holder hereof as soon as possible and in any event within 15
days of receipt of such notice and, unless this Warrant has been fully exercised
or expired, a new Warrant representing the portion of the Warrant Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be issued to the holder hereof as soon as possible and in any event within
such 15-day period.

     The aggregate purchase price for Warrant Shares being purchased hereunder
may be paid either (i) by cash or wire transfer of immediately available funds,
or (ii) by surrender of a number of Warrant Shares which have a fair market
value equal to the aggregate purchase price of the Warrant Shares being
purchased ("Net Issuance") as determined herein. If the Holder elects the Net
Issuance method of payment, the Company shall issue to Holder upon exercise a
number of shares of Warrant Shares determined in accordance with the following
formula:

                                      Y x (A-B)
                                  X = ---------
                                          A

     where: X = the number of Warrant Shares to be issued to the Holder;

            Y = the number of Warrant Shares with respect to which the Holder is
                exercising its purchase rights under this Warrant;

            A = the fair market value of one (1) share of the Warrant Shares on
                the date of exercise; and

            B = the Warrant Price.

     No fractional shares arising out of the above formula for determining the
number of shares to be issued to the Holder shall be issued, and the Company
shall in lieu thereof make payment to the Holder of cash in the amount of such
fraction multiplied by the fair market value of one (1) share of the Warrant
Shares on the date of exercise. For purposes of the above calculation, the fair
market value of one (1) share of the Warrant Shares shall mean (a) if the date
of exercise is after the commencement of trading of the Company's Common Stock
on a securities exchange or over-the-counter but prior to the closing of the
IPO, the price per share to the public set forth on the final prospectus
relating to the IPO, multiplied by the number of shares of Common Stock into
which each share of the Warrant Shares is then convertible, (b) if the Company's
Common Stock is then traded on a securities exchange, the average of the


                                       2



closing prices of such Common Stock on such exchange over the thirty (30)
calendar day period (or portion thereof) ending three (3) days prior to the date
of exercise, multiplied by the number of shares of Common Stock into which each
share of the Warrant Shares is then convertible, (c) if the Company's Common
Stock is then regularly traded over-the-counter, the average of the closing sale
prices or secondarily the closing bid of such Common Stock over the thirty (30)
calendar day period (or portion thereof) ending three (3) days prior to the date
of exercise, multiplied by the number of shares of Common Stock into which each
share of the Warrant Shares is then convertible, or (d) if there is no active
public market for the Company's Common Stock, the fair market value thereof as
determined in good faith by the Company's Board of Directors (or similar
governing body), multiplied by the number of shares of Common Stock into which
each share of the Warrant Shares is then convertible.

     4. Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issue thereof. During the period within which the
rights represented by the Warrant may be exercised, the Company will at all
times have authorized and reserved for the purpose of issuance upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Warrant Shares and Common Stock to provide for the exercise of the rights
represented by this Warrant.

     5. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of the Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:

          (a) In case of (i) any reclassification of or similar change in the
Warrant Shares; (ii) any merger of the Company with or into another entity
(other than a merger with another entity in which the Company is the continuing
entity and which does not result in any reclassification of or similar change in
the Warrant Shares); or (iii) any sale of all or substantially all of the assets
of the Company, the Company or such successor or purchasing entity, as the case
may be, shall execute a new Warrant having substantially similar terms and
providing that the holder of this Warrant shall have the right to exercise such
new Warrant for the kind and number of shares of stock, membership interests,
other securities, money or property receivable upon such reclassification,
change, merger or sale by a holder of shares of Warrant Shares.

          (b) In case of (i) any subdivision or combination of the Warrant
Shares or (ii) at any time or from time to time after the issuance date of this
Warrant, any declaration or payment, without consideration, of any dividend on
the Warrant Shares payable in shares of the Company's capital stock or in any
right to acquire shares of the Company's capital stock without consideration,
the number of shares of Warrant Shares or other security issuable upon exercise
hereof shall be proportionately increased or decreased, as appropriate.

          (c) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but
will at all times in good faith assist in the carrying out of all the provisions
of this Paragraph 5 and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant against
impairment.


                                       3



     6. Notice of Adjustments. Whenever the Warrant Price shall be adjusted
pursuant to the provisions hereof, the Company shall within 30 days of such
adjustment deliver a certificate signed by its chief financial officer to the
holder(s) hereof setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated, and the Warrant Price after giving effect to such adjustment.

     7. Fractional Shares. No fractional shares of Warrant Shares will be issued
in connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Warrant
Price then in effect.

     8. Transfers and Exchanges. This Warrant shall not be transferable, except
to affiliates of the Holder.

     9. Rights as Stockholder. No holder of this Warrant, as such, shall be
entitled to vote or receive dividends or be deemed the holder of Warrant Shares,
nor shall anything contained herein be construed to confer upon the holder of
this Warrant, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until this Warrant shall
have been exercised and the Warrant Shares shall have become deliverable, as
provided herein, and at such time the holders of such shares shall have the same
rights, preferences and privileges, as provided in the Company's charter
documents, including any anti-dilution protection, as all other holders of the
Warrant Shares. In addition, Warrant Shares shall have registration rights
equivalent to the registration rights granted to the Company's Series A
Preferred Stock pursuant to the Company's Registration Rights Agreement, dated
as of February 17, 2004, and the holder of this Warrant will be deemed to be a
holder of Registrable Securities thereunder upon exercise of this Warrant.

     10. Modification and Waiver. This Warrant and any provision hereof may be
amended, waived, discharged or terminated only with the written consent of the
Company and the holder hereof.

     11. Notices. Any notice, request or other document required or permitted to
be given or delivered to the holder hereof or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to the holder at
its address as shown on the books of the Company or to the Company at its
principal office at 21700 Atlantic Blvd., Dulles, VA 20166, Attention: Chief
Executive Officer.

     12. Binding Effect on Successors. This Warrant shall be binding upon any
entity succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company's assets, and all of the obligations of the
Company relating to the Warrant Shares shall survive the exercise and
termination of this Warrant and all of the covenants and agreements of the
Company shall inure to the benefit of the successors and assigns of the holder
hereof. The Company will, at the time of the exercise of this Warrant, in whole
or in part, upon request of the holder hereof but at the Company's expense,
acknowledge in writing its continuing obligation to the holder hereof in respect
of any rights to which the holder hereof shall continue to be entitled after
such exercise in accordance with this Warrant; provided, that the failure of the
holder


                                       4




hereof to make any such request shall not affect the continuing obligation of
the Company to the holder hereof in respect of such rights.

     13. Lost Warrants or Stock Certificates. The Company covenants to the
holder hereof that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant or any
certificate (stock or otherwise) and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant or certificate, the Company will make and deliver a new Warrant
or certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or certificate.

     14. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.

     15. Counterparts. This Warrant may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, this Series A Preferred Stock Purchase Warrant is
executed effective as of the date first above written.

                                        ORBCOMM INC.


                                        By:
                                            ------------------------------------
                                            Don Franco
                                            Co-Chief Executive Officer

ACCEPTED AND AGREED:

Ridgewood Satellite, LLC


By: [_______________________________]


By:
    ---------------------------------
    [name, title]

   [Signature page to ORBCOMM Inc. Series A Preferred Stock Purchase Warrant]


                                       5



                                    EXHIBIT A

                               NOTICE OF EXERCISE

To: ORBCOMM Inc.
    21700 Atlantic Boulevard
    Dulles, VA 20166
    Attn: ___________________

     1. The undersigned hereby elects to [cross out inapplicable subparagraph]:

     (a)  Purchase ________ shares of Warrant Shares of ORBCOMM Inc. pursuant to
          the terms of the attached Warrant, and tenders herewith payment of the
          purchase price of such shares in full;

     OR

     (b)  Exercise the attached Warrant for [all of the shares] [_________
          shares] [cross out inapplicable phrase] of Warrant Shares of ORBCOMM
          Inc. purchasable under the attached Warrant pursuant to the net
          exercise provision of paragraph 3 of the attached Warrant.

     2. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name or names as are specified
below

          Name:

          Address:

     3. The undersigned represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.


                                        ------------------------------
                                        (Signature)


                                       6

EX-10.13

                                                                 EXHIBIT 10.13

                            INDEMNIFICATION AGREEMENT

     THIS AGREEMENT is made and entered into this [______________] day of
[month], [year], by and between ORBCOMM Inc., a Delaware corporation (the
"Corporation"), and [name of Director] ("Director").

     WHEREAS, the stockholders of the Corporation have adopted bylaws (the
"Bylaws") providing for the indemnification of the directors of the corporation,
including persons servicing at the request of the Corporation in such capacities
with other corporations or enterprises, as authorized by the Delaware General
Corporation Law, as amended (the "Code");

     WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit
contracts between the Corporation and its agents, officers, employees and other
agents with respect to indemnification of such persons; and

     WHEREAS, in order to induce Director to serve as a director of the
Corporation, the Corporation has determined and agreed to enter into this
Agreement with Director.

     NOW, THEREFORE, in consideration of Director's agreement to serve as a
director after the date hereof, the parties hereto agree as follows:

                                    AGREEMENT

     1. SERVICES TO THE CORPORATION. Director will serve, at the will of the
Corporation or under separate contract, if any such contract exists, as a
director of the Corporation faithfully and to the best of his ability so long as
he/she is duly elected and qualified in accordance with the provisions of the
Bylaws or other applicable charter documents of the Corporation; provided,
however, that Director may at any time and for any reason resign from such
position.

     2. INDEMNITY OF DIRECTOR. The Corporation hereby agrees to hold harmless
and indemnify Director to the fullest extent authorized, or permitted by the
provisions of the Bylaws and the Code, as the same may be amended from time to
time (but, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than the Bylaws or the Code permitted
prior to adoption of such amendment).

     3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the
indemnification otherwise, provided for herein, subject only to the exclusions
set forth in



Section 4 hereof, the Corporation hereby further agrees to hold harmless and
indemnify Director:

          (a) against any and all expenses (including attorneys' fees), witness
fees, damages, judgments, fines and amounts paid settlement and any other
amounts that Director becomes legally obligated to pay because of any claim or
claims made against or by him/her in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, arbitration,
administrative or investigative (including an action by or in the right of the
Corporation) to which Director is, was or at any time becomes a party, or is
threatened to be made a party, by reason of the fact that Director is, was or at
any time becomes a director of the Corporation; and

          (b) otherwise to the fullest extent as may be provided to Director by
the Corporation under the non-exclusivity provisions of the Code and of the
Bylaws.

     4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3
hereof shall be paid by the Corporation:

          (a) on account of any claim against Director for an accounting of
profits made from the purchase or sale by Director of securities of the
Corporation pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law;

          (b) on account of Director's conduct that was knowingly fraudulent or
deliberately dishonest or that constituted willful misconduct;

          (c) on account of Director's conduct that constituted a breach of
Director's duty of loyalty to the Corporation or resulted in, any personal
profit or advantage to which Director was not legally entitled;

          (d) for which payment is actually made to Director under a valid and
collectible insurance policy or under a valid and enforceable indemnity clause,
bylaw or agreement, except in respect of any excess beyond payment under such
insurance, clause, bylaw or agreement;

          (e) if indemnification is not lawful (and, in this respect, both the
Corporation and the Director have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the
federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to
appropriate courts for adjudication); or


                                       2



          (f) in connection with any proceeding (or part thereof) initiated by
Director, or any proceeding by Director against the Corporation or its
directors, officers, employees or other agents, unless (i) such indemnification
is expressly required to be made by law, (ii) the proceeding was authorized by
the Board of Directors of the Corporation, (iii) such indemnification is
provided by the Corporation, in its sole discretion, pursuant to the powers
vested in the Corporation under the code, or (iv) the proceeding is initiated
pursuant to the Section 9 hereof.

     5. CONTINUATION OF INDEMNITY. All agreements and obligations of the
Corporation contained herein shall continue during the period Director is a
director of the Corporation (or is or was serving at the request of the
Corporation as a director of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise that is an affiliate of the
Corporation) and shall continue thereafter so long as Director shall be subject
to any possible claim or threatened, pending or completed action, suit or
proceeding, whether civil, criminal, arbitration, administrative or
investigative, by reason of the fact that Director was serving in the capacity
referred to herein.

     6. PARTIAL INDEMNIFICATION. Director shall be entitled under this Agreement
to indemnification by the Corporation for a portion of the expenses (including
attorneys' fees),witness fees, damages, judgments, fines and amounts paid in
settlement and any other amounts that Director becomes legally obligated to pay
in connection with any action, suit or proceeding referred to in Section 3
hereof even if not entitled hereunder to indemnification for the total amount
thereof, and the Corporation shall indemnify Director for the portion thereof to
which Director is entitled.

     7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days after
receipt by Director of notice of the commencement of any action, suit or
proceeding, Director will, if a claim in respect thereof is to be made against
the Corporation under this Agreement, notify the Corporation of the commencement
thereof; but the omission so to notify the Corporation will not relieve it from
any liability which it may have to Director otherwise than under this Agreement.
With respect to any such action, suit or proceeding as to which Director
notifies the Corporation of the commencement thereof:

          (a) the Corporation will be entitled to participate therein at its own
expense;

          (b) except as otherwise provided below, the Corporation may, at its
option and jointly with any other indemnifying party similarly notified and
electing to assume such defense, assume the defense thereof, with counsel
reasonably satisfactory to Director. After notice from the Corporation to
Director of its election to assume the defense thereof, the Corporation will not
be liable to Director under this Agreement for any legal or other expenses
subsequently incurred by Director in connection with the


                                       3



defense thereof except for reasonable costs of investigation or otherwise as
provided below. Director shall have the right to employ separate counsel in such
action, suit or proceeding but the fees and expenses of such counsel incurred
after notice from the Corporation of its assumption of the defense thereof shall
be at the expense of Director unless (i) the employment of counsel by Director
has been authorized by the Corporation, (ii) Director shall have reasonably
concluded that there may be a conflict of interest between the Corporation and
Director in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of Director's separate counsel shall
be at the expense of the Corporation. The Corporation shall not be entitled to
assume the defense of any action, suit or proceeding brought by or on behalf of
the Corporation or as to which Director shall have made the conclusion provided
for in clause (ii) above; and

          (c) the Corporation shall not be liable to indemnify Director under
this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent, which shall not be unreasonably withheld.
The Corporation shall be permitted to settle any action except that it shall not
settle any action or claim in any manner which would impose any penalty or
limitation on Director without Director's written consent, which may be given or
withheld in Director's sole discretion.

     8. EXPENSES. The Corporation shall advance, prior to the full disposition
of any proceeding, promptly following request therefor, all expenses incurred by
Director in connection with such proceeding upon receipt of an undertaking by or
on behalf of Director to repay said amounts if it shall be determined ultimately
that Director is not entitled to be indemnified under the provisions of this
Agreement, the Bylaws, the Code or otherwise.

     9. ENFORCEMENT. Any right to indemnification or advances granted by this
Agreement to Director shall be enforceable by or on behalf of Director in any
court of competent jurisdiction if (i) the claim for indemnification or advances
is denied, in whole or in part, or (ii) no disposition of such claim is made
within ninety (90) days of request therefor. Director, in such enforcement
action, if successful in whole or in part, shall be entitled to be paid also the
expense of prosecuting his claim. It shall be a defense to any action for which
a claim for indemnification is made under Section 3 hereof (other than an action
brought to enforce a claim for expenses pursuant to Section 8 hereof, provided
that the required undertaking has been tendered to the Corporation) that
Director is not entitled to indemnification because of the limitations set forth
in Section 4 hereof. Neither the failure of the Corporation, (including its
Board of Directors or its stockholders) to have made a determination prior to
the commencement of such enforcement action that indemnification of Director is
proper in the circumstances, nor an actual determination by the Corporation
(including its Board of Directors or its


                                       4



stockholders) that such indemnification is improper shall be a defense to the
action or create a presumption that Director is not entitled to indemnification
under this Agreement or otherwise.

     10. SUBROGATION. In the event of payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Director, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Corporation effectively to bring suit to enforce such rights.

     11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Director by this
Agreement shall not be exclusive of any other right which Director may have or
hereafter acquire under any statute, provision of the Corporation's Certificate
of Incorporation or Bylaws, agreement, vote of stockholders or directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office.

     12. SURVIVAL OF RIGHTS.

          (a) The rights conferred on Director by this Agreement shall continue
after Director has ceased to be a director of the Corporation or to serve at the
request of the Corporation as a director of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and shall inure
to the benefit of Director's heirs, executors and administrators.

          (b) The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Corporation, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession
had taken place.

     13. SEVERABILITY. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof. Furthermore, if this Agreement shall be invalidated in its
entirety on any ground, then the Corporation shall nevertheless indemnify
Director to the fullest extent provided by the Bylaws, the Code or any other
applicable law.

     14. GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Delaware.


                                       5



     15. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.

     16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute but one and the same Agreement. Only
one such counterpart need be produced to evidence the existence of this
Agreement.

     17. HEADINGS. The headings of the sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.

     18. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery if delivered by hand to the party to whom such communication was
directed or (ii) upon the third business day after the date on which such
communication was mailed if mailed by certified or registered mail with postage
prepaid:

          (a)  If to Director, at the address indicated on the signature page
               hereof.

          (b)  If to the Corporation, to:

               ORBCOMM Inc.
               2115 Linwood Avenue, Suite 100
               Fort Lee, New Jersey 07024
               Attention: Chief Executive Officer and General Counsel
               Facsimile No.: 703-433-6400

               or to such other address as may have been furnished to Director
               by the Corporation.


                                       6



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.

ORBCOMM INC.


By
   ----------------------------------
   Jerome B. Eisenberg
   Chief Executive Officer

DIRECTOR
Print Name and Address:

Name:
      -------------------------------
Address:
         ----------------------------

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

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


- -------------------------------------
Signature

EX-10.14

                                                                 Exhibit 10.14

Schedule identifying agreements substantially identical to the form of Indemnity
Agreement constituting Exhibit 10.14.1 hereto entered into by ORBCOMM Inc. and
each of the following persons:

Jerome B. Eisenberg
John P. Brady(1)
Marc Eisenberg(2)
John J. Stolte, Jr.
Emmett Hume
Robert Bednarek
John Franco
Marco Fuchs
Ronald Gerwig
Robert Gold
Leslie Golden
Timothy Kelleher
Matthew Lesesky
Peter Schiff

(1) John P. Brady has entered into indemnification agreements in substantially
the same form as Exhibit 10.14.1, in his capacity as a director, with the
following subsidiaries of ORBCOMM Inc.: ORBCOMM Australia Gateway Company Pty.
Limited, Satcom International Group Plc., ORBCOMM License Corp., ORBCOMM Canada
Corp., ORBCOMM Canada Inc., MITE Global Communications S.A. de C.V. and ORBCOMM
Curacao Gateway N.V.

(2) Marc Eisenberg has entered into indemnification agreements in substantially
the same form as Exhibit 10.14.1, in his capacity as a director, with the
following subsidiaries of ORBCOMM Inc.: Satcom International Group Plc. and MITE
Global Communications S.A. de C.V.

EX-10.15

                                                                   EXHIBIT 10.15

                                  ORBCOMM INC.
                                STOCK OPTION PLAN

          1. Purpose of Plan.

          The Orbcomm Inc. Stock Option Plan (the "Plan") is designed:

          (a) to promote the long term financial interests and growth of Orbcomm
     Inc. (the "Company") and its affiliates by attracting and retaining
     directors, employees and independent contractors with the training,
     experience and ability to enable them to make a substantial contribution to
     the success of the Company's business;

          (b) to motivate directors, employees and independent contractors by
     means of growth-related incentives to achieve long range goals; and

          (c) to further the alignment of interests of participants with those
     of the equityholders of the Company through opportunities for increased
     ownership in the Company.

          2. Definitions.

          As used in the Plan, the following words will have the following
meanings:

          (a) "Affiliate" means, with respect to the Company, any corporation
     directly or indirectly controlling, controlled by, or under common control
     with, the Company or any other entity designated by the Committee in which
     the Company or an Affiliate has an interest.

          (b) "Board" means the Board of Directors of the Company.

          (c) "Change of Control" means the purchase or other acquisition by any
     person, entity or group of persons, within the meaning of Section 13(d) or
     14(d) of the Exchange Act, or any comparable successor provisions, of (i)
     ownership of 50% or more of the combined voting power of the Company's then
     outstanding voting securities entitled to vote generally or (ii) all or
     substantially all of the direct and indirect assets of the Company and its
     subsidiaries, other than by a person, firm, entity or group, which together
     with its affiliates, prior to such purchase or other acquisition, owned at
     least 50% of the outstanding common equity of the Company.



                         ORBCOMM INC. STOCK OPTION PLAN

          (d) "Code" means the Internal Revenue Code of 1986, as amended.

          (e) "Committee" means the Compensation Committee of the Board, or if
     there is no Compensation Committee, the Board. Unless otherwise determined
     by the Board, if the common stock becomes registered under Section 12 of
     the Exchange Act and if the Committee is authorized to grant Options
     subject to Section 16 of the Exchange Act, each member of the Committee
     will be a "non-employee director" within the meaning of applicable Rule
     16b-3 under the Exchange Act. If there is an Initial Public Offering, each
     grant of an Option to a "covered employee" within the meaning of Code
     Section 162(m) will be made by a Committee which is comprised solely of two
     or more "outside directors" within the meaning of Code Section 162(m).

          (f) "Common Stock" means Common Stock, par value $0.001 per share, of
     the Company.

          (g) "Employee" means a person, including an officer, in the regular
     full-time employ of the Company or one of its Affiliates who, in the
     opinion of the Committee, is, or is expected to be, primarily responsible
     for the management, growth or protection of some part or all of the
     business of the Company.

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

          (i) "Fair Market Value" means with respect to a Share, the fair market
     value of a Share as determined by the Committee in good faith.
     Notwithstanding the preceding, the Board will determine the Fair Market
     Value of a Share for initial Grants under the Plan. Subsequent to an
     Initial Public Offering, the Fair Market Value of a share of Common Stock
     will be the average of high bid and low asked prices of Common Shares as
     reported on the exchange on which it is listed as of such date, or if no
     such quotation is made on such date, the immediately preceding day on which
     there were quotations as reported in The Wall Street Journal.

          (j) "Grant" means an award made to a Participant pursuant to the Plan
     and described in Paragraph 5.

          (k) "Incentive Stock Option" means an Option which satisfies all of
     the applicable requirements of Code Section 422.

          (l) "Initial Public Offering" means a registered underwritten public
     offering of Common Stock pursuant to an effective registration statement
     under


                                       2



                         ORBCOMM INC. STOCK OPTION PLAN

     the Securities Act, which results in an active trading market in such
     Common Stock. If such Common Stock is listed on a national securities
     exchange or is quoted on the NASDAQ National Market, it will be deemed to
     be actively traded.

          (m) "Non-Statutory Stock Option" means an Option which does not
     satisfy all of the applicable requirements of Code Section 422 or which by
     its terms is not intended to be treated as an Incentive Stock Option.

          (n) "Option" means an option to purchase Common Stock.

          (o) "Option Agreement" means an agreement between the Company and a
     Participant that sets forth the terms, conditions and limitations
     applicable to a Grant.

          (p) "Participant" means a director, an Employee, an independent
     contractor or a person having a unique relationship with the Company or one
     of its Affiliates, to whom one or more Grants have been made and such
     Grants have not all been forfeited or terminated under the Plan.

          (q) "Securities Act" means the Securities Act of 1933, as amended.

          (r) "Share" means a share of Common Stock.

          (s) "Subsidiary" means any entity in an unbroken chain of entities
     beginning with the Company if each of the entities, or group of commonly
     controlled entities, other than the last entity in the unbroken chain then
     owns 50% or more of the total combined voting power of the other entities
     in such chain.

          3. Administration of Plan.

          (a) The Plan will be administered by the Committee. Except as provided
in Section 4, the members of the Committee will be eligible to be selected for
Grants under the Plan; provided, however, that the members of the Committee will
(i) qualify to administer the Plan for purposes of Rule 16b-3 (and any other
applicable rule) promulgated under Section 16(b) of the Exchange Act to the
extent that the Company is subject to such rule, and (ii) if there is an Initial
Public Offering, consist solely of two or more "outside directors" within the
meaning of Code Section 162(m) for purposes of making grants to "covered
employees" within the meaning of Code Section 162(m). The Committee may adopt
its own rules of procedure. Action of a majority of the members of the Committee
taken at a meeting, or action taken without a meeting by unanimous written
consent, will constitute action by the Committee. The Committee will have the
power and authority to administer, construe and interpret the Plan, to make
rules


                                       3



                         ORBCOMM INC. STOCK OPTION PLAN

for carrying it out and to make changes to such rules. Any such interpretations,
rules, and administration will be consistent with the basic purposes of the
Plan.

          (b) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company, and the
officers of the Company will be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee in good faith will be final and binding
upon all Participants, the Company and all other interested persons. No member
of the Committee will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Grants, and
all members of the Committee will be fully protected by the Company with respect
to any such action, determination or interpretation.

          4. Eligibility.

          Subject to Section 5(a), the Committee may from time to time make
Grants under the Plan to such directors of the Company or Employees, independent
contractors or other persons having a unique relationship with the Company or
any of its Affiliates, and in such form and having such terms, conditions and
limitations as the Committee may determine. Notwithstanding the preceding, the
Board will make the initial Grants under the Plan. In addition, notwithstanding
the preceding, management of the Company may, subject to final approval by the
Committee, make Grants under the Plan to such Employees (excluding any member of
management), independent contractors or other persons having a unique
relationship with the Company or any of its Affiliates, and in such form and
having such terms, conditions and limitations as management may determine.
Grants may be granted singly, in combination or in tandem. The terms, conditions
and limitations of each Grant under the Plan will be set forth in an Option
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; provided, however, that such Option Agreement will contain
provisions dealing with the treatment of Grants in the event of the termination,
death or disability of a Participant, and may also include provisions concerning
the treatment of Grants in the event of a Change of Control of the Company.
Notwithstanding the foregoing, Incentive Stock Options may only be granted to
Employees.

          5. Grants.

          (a) The Committee may grant Incentive Stock Options only to Employees
of the Company or any "subsidiary corporation" within the meaning of Code
Section 424(f). The Committee may grant Non-Statutory Stock Options to
directors, Employees, independent contractors, and other persons having a unique
relationship with the Company or any of its Affiliates.


                                       4



                         ORBCOMM INC. STOCK OPTION PLAN

          (b) At the time of the Grant, the Committee will determine, and will
include in the Option Agreement or other Plan rules, the Option exercise price,
the Option price, and such other conditions and restrictions on the grant or
exercise of the Option as the Committee deems appropriate.

          (c) In addition to any other restrictions contained in the Plan, an
Option granted under the Plan may not be exercised more than 10 years after the
date it is granted. An Incentive Stock Option may not have an exercise price of
less than 100% of the Fair Market Value of a Share on the date the Option is
granted.

          (d) If the aggregate Fair Market Value (determined on the date the
Option is granted) of a Share subject to an Incentive Stock Option which is
exercisable for the first time during any calendar year exceeds $100,000, then
the portion of the Incentive Stock Option in excess of the $100,000 limitation
will be treated as a Non-Statutory Stock Option. If an Incentive Stock Option is
granted to a Participant who, at the time the Option is granted, is deemed to
own more than 10% of the total combined voting power of all classes of stock of
the Company or any "subsidiary corporation" of the Company (as more fully
described in Code Section 422(b)(6)), then (i) the exercise price of the Option
may not be less than 110% of the Fair Market Value of the Common Stock on the
date the Option is granted, and (ii) such Option may not be exercisable after
the expiration of five years from the date the Option is granted.

          (e) Payment of the Option price will be made in cash or, if subsequent
to an Initial Public Offering, in shares of Common Stock that have been held for
at least six months or through the delivery of irrevocable instructions to a
broker to deliver promptly to the Company an amount equal to the Option price or
any combination thereof, in accordance with the terms of the Plan, the Option
Agreement and of any applicable guidelines of the Committee in effect at the
time.

          6. Limitations and Conditions.

          (a) The total number of Shares available for Grants under the Plan
will be 2,500,000 Shares, subject to adjustment in accordance with Section 7 or
8 hereof. Unless the Shares are restricted by applicable law, or are Shares
related to Grants that are forfeited, terminated, canceled or expire
unexercised, the Shares will immediately become available for Grants. The Stock
issuable under the Plan will consist of shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Company on the open
market. Subsequent to an Initial Public Offering, the maximum number of Shares
that may be issued in connection with any Option granted under this Plan for any
Participant will not exceed 500,000 Shares in any calendar year.


                                       5



                         ORBCOMM INC. STOCK OPTION PLAN

          (b) No Grants will be made under the Plan beyond 10 years after the
date the Plan is adopted by the Board or is approved by the shareholders of the
Company, whichever is earlier, but the terms of Grants made on or before the
expiration of the Plan may extend beyond such expiration. At the time a Grant is
made or amended or the terms or conditions of a Grant are changed, the Committee
may provide for limitations or conditions on such Grant.

          (c) Nothing contained herein will affect the right of the Company to
terminate any Participant's employment or services at any time or for any
reason.

          (d) Other than as specifically provided with regard to the death of a
Participant, no benefit under the Plan will be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so will be void. No such benefit will, prior to
receipt thereof by the Participant, be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the Participant.

          (e) Participants will not be, and will not have any of the rights or
privileges of, equityholders of the Company in respect of any Shares of Common
Stock which may be purchased in connection with any Grant unless and until
certificates representing any such Shares have been issued by the Company to
such Participants. Prior to an Initial Public Offering, each Participant will be
required to enter into a shareholder agreement with the Company, in a form
provided by the Company, upon the exercise of any Option under the Plan.

          (f) No election as to benefits or exercise of Options, or other rights
may be made during a Participant's lifetime by anyone other than the Participant
except by a legal representative appointed for or by the Participant.

          (g) Absent express provisions to the contrary, any grant under the
Plan will not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or its Subsidiaries and
will not affect any benefits under any other benefit plan of any kind now or
subsequently in effect under which the availability or amount of benefits is
related to level of compensation. The Plan is not an "employee benefit plan"
within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended.

          (h) Unless the Committee determines otherwise, no benefit or promise
under the Plan will be secured by any specific assets of the Company or any of
its Subsidiaries, nor will any assets of the Company or any of its Subsidiaries
be designated as attributable or allocated to the satisfaction of the Company's
obligations under the Plan.


                                       6



                         ORBCOMM INC. STOCK OPTION PLAN

          7. Adjustments.

          In the event of any change in the outstanding Shares by reason of an
acquisition, spin-off or reclassification, recapitalization or merger,
combination or exchange of Shares or other corporate exchange, Change of Control
or similar event, or as required under any Option Agreement, the Committee may
adjust appropriately the number or kind of Shares or securities subject to the
Plan and available for or covered by Grants and Share prices related to
outstanding Grants and make such other revisions to outstanding Grants as it
deems are equitably required. Any such adjustments for Incentive Stock Options
must meet the requirements of Code Section 424(a).

          8. Merger, Consolidation, Exchange, Acquisition, Liquidation or
Dissolution.

          In its absolute discretion, and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Option, the
Committee may provide, with respect to the merger or consolidation of the
Company into another corporation, the exchange of all or substantially all of
the assets of the Company for the securities of another corporation, a Change of
Control or the recapitalization, reclassification, liquidation or dissolution of
the Company, either (a) that such Option cannot be exercised after such event,
in which case the Committee will also provide, either by the terms of such
Option or by a resolution adopted prior to the occurrence of such event, that
for some period of time prior to such event, such Option will be exercisable as
to all Shares subject thereto which are exercisable or, by virtue of the event,
become exercisable, notwithstanding anything to the contrary herein (but subject
to the provisions of Paragraph 6(b)) and that, upon the occurrence of such
event, such Option will terminate and be of no further force or effect, or (b)
that even if the Option will remain exercisable after such event, from and after
such event, any such Option will be exercisable only for the kind and amount of
securities and/or other property, or the cash equivalent thereof, receivable as
a result of such event by the holder of a number of Shares for which such Option
could have been exercised immediately prior to such event.

          In addition, in the event of a Change of Control, the Committee may,
in its absolute discretion and on such terms and conditions as it deems
appropriate, provide, either by the terms of such Option or by a resolution
adopted prior to the occurrence of the Change of Control, that such Option will
be exercisable as to all or any portion of the Shares subject thereto,
notwithstanding anything to the contrary herein (but subject to the provisions
of Paragraph 6(b)).


                                       7



                         ORBCOMM INC. STOCK OPTION PLAN

          9. Amendment and Termination.

          The Committee will have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with the
Plan provided that, except for adjustments under Paragraph 7 or 8, no such
action will modify such Grant in a manner adverse to the Participant without the
Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant.

          The Committee may amend, suspend or terminate the Plan. However, no
such action, other than an action under Paragraph 7 or 8, may be taken which
would increase the aggregate number of Shares available for Grants under the
Plan, change the eligible class of individuals, decrease the price of
outstanding Options, change the requirements relating to the Committee or extend
the term of the Plan if shareholder approval is required for such action to
maintain an exemption under Section 16(b) of the Exchange Act or to meet the
applicable requirements of Code Section 422.

          10. Withholding Taxes.

          The Company will have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by law
to be withheld with respect to such payment. The Participant must pay to the
Company such amount as may be requested by the Company for the purpose of
satisfying any liability for such withholding taxes before the obligation of the
Company to deliver certificates for the Shares upon the exercise of an Option
arises. Any Option Agreement may provide that the Participant may elect, in
accordance with any conditions set forth in such Option Agreement, to pay a
portion or all of such withholding taxes in Shares.

          11. Governing Law.

          The Plan will be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without regard to the conflicts of laws
principles thereof.

          12. Effective Date and Termination Date.

          The Plan will be effective on and as of the date of its adoption by
the Board and approval by the shareholders of the Company and will terminate 10
years after the earlier of such dates, subject to earlier termination pursuant
to Paragraph 9. The Plan was adopted by the Board of Directors on February 17,
2004 and approved by the shareholders of the Company on February 17, 2004.


                                       8

EX-10.17

                                                                   Exhibit 10.17


                        Incentive Stock Option Agreement


                              [FOR EMPLOYEES ONLY]

          AGREEMENT (this "Agreement") entered into as of the ____ day of
______________, ____ by and between Orbcomm Inc., a Delaware corporation (the
"Company"), and the undersigned employee (the "Employee") of the Company.

          WHEREAS, pursuant to the Orbcomm Inc. Stock Option Plan (the "Plan"),
the Company desires to grant to the Employee an option to acquire shares of
Common Stock, par value $0.001 per share, of the Company ("Shares"); and

          WHEREAS, the Employee desires to accept such option subject to the
terms and conditions of this Agreement.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Employee,
intending to be legally bound, hereby agree as follows:

          1. Grant of Option. On the terms and conditions hereinafter set forth,
the Company hereby grants to the Employee an option to purchase all (or any
part) of ______ Shares (the "Option"). This Option is granted on
_______________, ________ (the "Grant Date"). The Option is intended to be an
Incentive Stock Option. This Option is granted pursuant to the Plan, and is
governed by the terms and conditions of the Plan. All defined terms used herein,
unless specifically defined in this Agreement, have the meanings assigned to
them in the Plan.

          2. Exercise Price. The exercise price (the "Exercise Price") for the
Shares covered by the Option will be $_______.

          3. Time of Exercise of Option.

          (a) The Option will become exercisable as follows:

               (i) [_____]% will be exercisable immediately;

               (ii) the remaining [_____]% will be exercisable at the rate of
6.25% per calendar quarter as of the last day of the calendar quarter coincident
with or immediately following the Grant Date, until 100% of the Option will be
exercisable on the last day of the calendar quarter immediately preceding or
coincident with the fourth anniversary of the Grant Date.


                         ORBCOMM INC. STOCK OPTION PLAN

          (b) Notwithstanding any other provision of this Agreement to the
contrary, the Option will become immediately fully exercisable on the date of
any Change of Control (as defined in the Plan), without regard to the
satisfaction of any time-based criteria.

          4. Term of Options.

          (a) The Option will expire 10 years from the date hereof, but will be
subject to earlier termination as provided below.

          (b) Upon ceasing to be an Employee,

               (i) the unexercisable portion of the Option hereby granted will
terminate on the date of such termination of employment.

               (ii) the exercisable portion of the Option hereby granted will be
treated as follows:

                    (A) Subject in each case to the repurchase rights described
in Paragraph 5 below and the Shareholders' Agreement (defined below), if the
Company terminates the Employee for any reason except for Cause or if the
Employee voluntarily ceases to be an employee, the exercisable portion of the
Option hereby granted will be exercisable for thirty days following the
termination of employment, unless the Employee terminates employment because the
Employee in Disabled or if the Employee dies, in which case, such Employee, or
such Employee's personal representative, respectively, may exercise the
exercisable portion of the Option hereby granted for three months following the
termination of employment because the Employee is Disabled or has died.

                    (B) If the Employee is terminated for Cause, the exercisable
portion of the Option hereby granted will terminate on the date of such
termination of employment.

               (i) For purposes of this Agreement, "Cause" means the definition
     thereof contained in such Employee's employment agreement, if any, with the
     Company or any subsidiary of the Company, as the same may be amended from
     time to time and in effect or, in the event that no definition is so
     provided, any of the following: (A) the Employee's continued failure,
     whether willful, intentional or negligent, to perform substantially his
     duties (other than as a result of being Disabled); (B) dishonesty or gross
     negligence in the performance of the Employee's duties; (C) an act or acts
     on the Employee's part constituting a felony under the laws of the United
     States or any state thereof; (D) any willful act





                         ORBCOMM INC. STOCK OPTION PLAN

     or omission on the Employee's part which is materially injurious to the
     financial condition or business reputation of the Company or any of its
     subsidiaries; or (E) the Employee has breached any provision or covenant
     contained in (x) the Employee's employment agreement, (y) the Shareholders
     Agreement among the Company, the Employee, and the other signatories
     thereto, if it has been executed by the Employee or (z) any other agreement
     between the Employee and the Company.

               (iv) For purposes of this Agreement, "Disabled" means, the
     Employee is terminated due to "Disability" within the meaning of Code
     Section 22(e).

          (c) If the aggregate Fair Market Value (determined on the date the
Option is granted) of a Share subject to an Incentive Stock Option which is
exercisable for the first time during any calendar year exceeds $100,000, then
the portion of the Incentive Stock Option in excess of the $100,000 limitation
will be treated as a Non-Statutory Stock Option.

          5. Repurchase Rights.

          (a) The Company has the right to repurchase the Shares acquired upon
the exercise of Options for a period of three months after the Employee
terminates employment or three months after the Shares for which the Option is
exercised or acquired, whichever is later. The purchase price per Share payable
is as follows:

               (i) if the Employee's employment ends because the Employee was
terminated by the Company for Cause, the amount equal to the lesser of: (A) the
Fair Market value of the Shares at the time of the termination of employment;
and (B) the Exercise Price;

               (ii) if the Employee's employment ends because of a voluntary
termination by the Employee and such termination occurs prior to expiration of
the Holding Period (as defined in Section 5(b) below) for the Shares acquired
through the exercise of the exercisable portion of the Option, the amount equal
to the lesser of: (A) the Fair Market Value of the Shares at the time of the
termination of employment; and (B) the Exercise Price;

               (iii) if the Employee's employment ends because of a voluntary
termination by the Employee and such termination occurs after the expiration of
the Holding Period (as defined in Section 5(b) below) for the Shares acquired
through the exercise of the exercisable portion of the Option, the amount equal
to the greater of:






                         ORBCOMM INC. STOCK OPTION PLAN

(A) the Fair Market Value of the Shares at the time of the termination of
employment; and (B) the Exercise Price;

               (ii) if the Employee's employment ends because the Employee
terminates for any other reason (death, termination without Cause or because the
Employee is Disabled) the amount equal to the greater of: (A) the Fair Market
Value of the Shares at the time of the termination of employment; and (B) the
Exercise Price.

          (b) For purposes of this Agreement, the Holding Period, is the third
anniversary of the earlier of: (i) the date on which such Shares acquired
through the exercise of the exercisable portion of the Option were first
exercised; and or (ii) the date on which such Shares acquired through the
exercise of the exercisable portion of the Option were first exercisable.

          6. Manner of Exercise of Option. The Option may be exercised by
delivery, via first class mail, interoffice mail, fax or electronic mail of a
Notice of Option Exercise and related forms to the Company stating the number of
Shares with respect to which the Option is being exercised and accompanied by
payment of an amount equal to the Exercise Price multiplied by the number of
Shares being purchased pursuant to the Option (the "Total Exercise Cost") in
cash or by check, bank draft or money order payable to the order of the Company
or, subsequent to an Initial Public Offering, (i) through the delivery to the
Company of Shares of Common Stock with an aggregate Fair Market Value on the
date of exercise equal to the Total Exercise Cost, subject to such limitations
and prohibitions as the Committee may adopt from time to time or (ii) through
the delivery to the Company of an Authorization for Exercise of Options
"Cashless" Exercise Form with irrevocable instructions to a broker to deliver
promptly to the Company an amount equal to the Total Exercise Cost, subject to
such limitations as the Committee may adopt from time to time or by any
combination of the above methods of payment.

          7. Non-Transferability. The right of the Employee to exercise the
Option (as and when exercisable) may not be assigned or transferred by the
Employee other than by will or the laws of descent and distribution. The Option
may be exercised and the Shares may be purchased during the lifetime of the
Employee only by the Employee (or the Employee's legal representative in the
event that the Employee's employment is terminated due to becoming "Disabled"
within the meaning of Section 4(b)(iv) of this Agreement). Any attempted
assignment or transfer, except as hereinabove provided, including without
limitation any purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other disposition contrary to the provisions hereof, or
any levy of execution, attachment, trustee process or similar process, whether
legal or equitable, upon the Option, will in each instance be null and void.






                         ORBCOMM INC. STOCK OPTION PLAN

          8. Representation Letter and Investment Legend.

          (a) In the event that for any reason the issuance of the Shares to be
issued upon exercise of an exercisable Option will not be effectively registered
under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on
which the Option is exercised, the Employee (or the person exercising the Option
pursuant to Section 6) will give a written representation to the Company in the
form attached hereto as Exhibit A, and the Company will place the legend
described in Exhibit A, upon any certificate for the Shares issued by reason of
such exercise.

          (b) The Company will be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issuance of Shares.

          9. Adjustments. Subject to Section 8 of the Plan, in the event of any
change in the outstanding Shares by reason of an acquisition, spin-off or
reclassification, recapitalization or merger, combination or exchange of Shares
or other corporate exchange, Change of Control or similar event, or as required
under any Option Agreement, the Committee may adjust appropriately the number or
kind of Shares or securities subject to the Plan and available for or covered by
Grants and Share prices related to outstanding Grants and make such other
revisions to outstanding Grants as it deems are equitably required.

          10. No Special Employment Rights. Nothing contained in this Agreement
will be construed or deemed by any person under any circumstances to bind the
Company or any of its subsidiaries to continue the employment of the Employee
for the period within which this Option may vest or for any other period.

          11. Rights as a Shareholder. The Employee will have no rights as a
shareholder with respect to any Shares which may be purchased upon the vesting
of this Option unless and until a certificate or certificates representing such
Shares are duly issued and delivered to the Employee. If at any time during the
term of the Option, the Company will be advised by its counsel that the Shares
are required to be registered under the Securities Act or under applicable state
securities laws, or that delivery of the Shares must be accompanied or preceded
by a prospectus meeting the requirements of such laws, delivery of Shares by the
Company may be deferred until a registration is effective or a prospectus is
available or an appropriate exemption from registration is secured. Prior to an
Initial Public Offering, the Employee will be required to enter into a
shareholder agreement with the Company prohibiting the sale, transfer or
assignment of the Shares without first offering the Shares to the Company and/or
certain other stockholders, on a form provided by the Company, upon the exercise
of any Option under the Plan.






                         ORBCOMM INC. STOCK OPTION PLAN

          12. Withholding Taxes. The Employee hereby agrees, as a condition to
any exercise of the Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount"), if any, by (a)
authorizing the Company to withhold the Withholding Amount from the Employee's
cash compensation, or (b) remitting the Withholding Amount to the Company in
cash; provided that, to the extent that the Withholding Amount is not provided
by one or a combination of such methods, the Company may at its election
withhold from the Shares delivered upon exercise of the Option that number of
Shares having a Fair Market Value equal to the Withholding Amount.

          13. Execution of Shareholders Agreement. The Employee acknowledges
that, in connection with his prior or future purchase of Shares of the Company,
he has previously executed and delivered that certain Shareholders Agreement,
dated the date hereof, by and among the Company and the shareholders of the
Company named therein (the "Shareholders Agreement"). The Employee further
agrees that all Shares acquired by him upon exercise of the Option will be
subject to the terms and conditions of the Shareholders Agreement, as the same
may have been amended or modified in accordance with its terms.

          14. Lock-Up Agreements. The Employee agrees that in the event of an
Initial Public Offering or any other offering of any securities of the Company,
if the Company so requests, the Employee will enter into an agreement on terms
and conditions satisfactory to the Company with the relevant underwriters of
such transaction that provides that the Employee may not directly or indirectly
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer the Shares or any other shares
of the Company's Common Stock or securities convertible into or exchangeable or
exercisable for such shares owned by the Employee, or enter into any swap or
other arrangement that transfers, in whole or in part, the economic consequences
of ownership of any such shares, for a period of up to one year after the date
of the relevant prospectus.

          15. Delivery of Certificates. The Employee will have no interest in
the Shares unless and until certificates for the Shares are issued following
exercise of the Option.

                                    *********

                         [Signatures on Following Page]






                         ORBCOMM INC. STOCK OPTION PLAN

                                OPTION AGREEMENT

                           Counterpart Signature Page

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, by its officer thereunto duly authorized, and the Employee has
executed this Agreement, all as of the day and year first above written.

ORBCOMM INC.                            EMPLOYEE


By:
    ---------------------------------   ----------------------------------------
Title:
       ------------------------------   Address:
                                                 -------------------------------

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


- -------------------------------------
(print name)

                                        Facsimile Number:
                                                          ----------------------

                                        ----------------------------------------
                                        Social Security Number

                                        Email Address:
                                                       -------------------------

EX-10.18

                                                                   Exhibit 10.18

Non Statutory Stock Option Agreement




          AGREEMENT (this "Agreement") entered into as of the ____ day of
__________________, by and between Orbcomm Inc., a Delaware corporation (the
"Company"), and the undersigned director, employee, independent director or
other person having a unique relationship with the Company or any of its
Affiliates (the "Participant").

          WHEREAS, pursuant to the Orbcomm Inc. Stock Option Plan (the "Plan"),
the Company desires to grant to the Participant an option to acquire shares of
Common Stock, par value $0.001 per share, of the Company ("Shares"); and

          WHEREAS, the Participant desires to accept such option subject to the
terms and conditions of this Agreement.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Participant,
intending to be legally bound, hereby agree as follows:

          1. Grant of Option. On the terms and conditions hereinafter set forth,
the Company hereby grants to the Participant an option to purchase all (or any
part) of ______ Shares (the "Option"). This Option is granted on
______________________, ___________________ (the "Grant Date"). The Option is
intended to be a Non-Statutory Stock Option. This Option is granted pursuant to
the Plan, and is governed by the terms and conditions of the Plan. All defined
terms used herein, unless specifically defined in this Agreement, have the
meanings assigned to them in the Plan.

          2. Exercise Price. The exercise price (the "Exercise Price") for the
Shares covered by the Option will be $_______.

          3. Time of Exercise of Option.

          (a) The Option will become exercisable as follows:

               (i) [ ]% will be exercisable immediately;

               (ii) the remaining [ ]% will be exercisable at the rate of 6.25%
per calendar quarter as of the last day of the calendar quarter coincident with
or immediately following the Grant Date, until 100% of the Option will be
exercisable on the last day of the calendar quarter immediately preceding or
coincident with the fourth anniversary of the Grant Date.



                         ORBCOMM INC. STOCK OPTION PLAN

          (b) Notwithstanding any other provision of this Agreement to the
contrary, the Option will become immediately fully exercisable on the date of
any Change of Control (as defined in the Plan), without regard to the
satisfaction of any time-based criteria.

          4. Term of Options.

          (a) The Option will expire 10 years from the date hereof, but will be
subject to earlier termination as provided below.

          (b) Upon ceasing to be a director, if the Participant was a director,
an Employee, if the Participant was an Employee, or an independent contractor or
other person with a unique relationship with the Company or any of its
Affiliates, if the Participant was an independent contractor or a person with a
unique relationship with the Company or any of its Affiliates:

               (i) the unexercisable portion of the Option hereby granted will
terminate on the date of such cessation.

               (ii) the exercisable portion of the Option hereby granted will be
treated as follows:

                    (A) Subject in each case to the repurchase rights described
in Paragraph 5 below and the Shareholders' Agreement (defined below): (x) if the
Participant is a director and either the Company terminates the Participant's
service as a director for any reason except for Cause or the Participant
voluntarily ceases to be a director; (y) if the Participant is an Employee and
either the Company terminates the Participant's employment for any reason except
for Cause or the Participant voluntarily terminates employment; or (z) if the
Participant is an independent contractor or other person with a unique
relationship to the Company or any of its Affiliates and either the Company
terminates its independent contractor relationship or other unique relationship
with the Participant for any reason except for Cause or the Participant
terminates its independent contractor relationship or other unique relationship
with the Company, the exercisable portion of the Option hereby granted will be
exercisable for thirty days following the Participant's ceasing to be a
director, terminating employment or terminating the independent contractor
relationship or other unique relationship, whichever applies, unless the
cessation as a director, the termination of employment or the termination of the
independent contractor relationship or other unique relationship is because the
Participant in Disabled or because the Participant dies, in which case, such
Participant, or such Participant's personal representative, respectively, may
exercise the exercisable portion of the Option hereby granted for three months
following the cessation






                         ORBCOMM INC. STOCK OPTION PLAN

as director, termination of employment or the termination of the independent
contractor relationship or other unique relationship because the Participant is
Disabled or has died.

                    (B) If the Participant is terminated as a director by the
Company for Cause, if the Participant is terminated by the Company for Cause, or
if the Participant's relationship as an independent contractor or other unique
relationship is terminated by the Company for Cause, whichever applies, the
exercisable portion of the Option hereby granted will terminate on the date of
such termination.

               (iii) For purposes of this Agreement, "Cause" means the
     definition thereof contained in such Participant's employment agreement, if
     any, with the Company or any subsidiary of the Company, as the same may be
     amended from time to time and in effect or in the event that no definition
     is so provided, any of the following: (A) the Participant's continued
     failure, whether willful, intentional or negligent, to perform
     substantially his duties as a director, an Employee or an independent
     contractor or other person with a unique relationship with the Company and
     any of its Affiliates, whichever applies (other than as a result of being
     Disabled); (B) dishonesty or gross negligence in the performance of the
     Participant's duties as a director, an Employee or an independent
     contractor or other person with a unique relationship with the Company or
     any of its Affiliates, whichever applies; (C) an act or acts on the
     Participant's part constituting a felony under the laws of the United
     States or any state thereof; (D) any willful act or omission on the
     Participant's part which is materially injurious to the financial condition
     or business reputation of the Company or any of its subsidiaries; or (E)
     the Participant has breached any provision or covenant contained in (x) the
     Participant's employment agreement or the independent contractor agreement
     with the Company, whichever applies, (y) the Shareholders Agreement among
     the Company, the Participant, and the other signatories thereto, if it has
     been executed by the Participant or (z) any other agreement between the
     Participant and the Company.

               (iv) For purposes of this Agreement, "Disabled" means, the
     Employee is terminated due to "Disability" within the meaning of Code
     Section 22(e).

          5. Repurchase Rights.

          (a) The Company has the right to repurchase the Shares acquired upon
the exercise of Options for a period of three months after the Participant
ceases to be a director, an Employee or an independent contractor or other
person with a unique relationship to the Company or any of its Affiliates,
whichever applies, or three months






                         ORBCOMM INC. STOCK OPTION PLAN

after the Shares for which the Option is exercised or acquired, whichever is
later. The purchase price per Share payable is as follows:

               (i) if the Participant ceases to be a director, an Employee or an
independent contractor or a person with a unique relationship with the Company
or any of its Affiliates, whichever applies, because the Participant was
terminated by the Company for Cause, the amount equal to the lesser of: (A) the
Fair Market value of the Shares at the time of the termination; and (B) the
Exercise Price;

               (ii) if the Participant ceases to be a director, an Employee or
an independent contactor or other person with a unique relationship with the
Company or any of its Affiliates, whichever applies, because the Participant
voluntarily terminates as a director, voluntarily terminates employment or
voluntarily terminates the independent contractor relationship or other unique
relationship and such termination occurs prior to expiration of the Holding
Period (as defined in Section 5(b) below) for the Shares acquired through the
exercise of the exercisable portion of the Option, the amount equal to the
lesser of: (A) the Fair Market Value of the Shares at the time of the
termination; and (B) the Exercise Price;

               (iii) if the Participant ceases to be a director, an Employee or
an independent contractor or other person with a unique relationship with the
Company or any of its Affiliates, whichever applies, because the Participant
voluntarily terminates as a director, voluntarily terminates employment or
voluntarily terminates the independent contractor relationship or other unique
relationship and such termination occurs after the expiration of the Holding
Period (as defined in Section 5(b) below) for the Shares acquired through the
exercise of the exercisable portion of the Option, the amount equal to the
greater of: (A) the Fair Market Value of the Shares at the time of the
termination; and (B) the Exercise Price;

               (ii) if the Participant ceases to be a director, an Employee or
an independent contractor or other person with a unique relationship with the
Company or any of its Affiliates, whichever applies, because the Participant
terminates as a director, terminates employment or terminates the independent
contractor relationship or other unique relationship, whichever applies, for any
other reason (death, termination without Cause or because the Participant is
Disabled) the amount equal to the greater of: (A) the Fair Market Value of the
Shares at the time of the termination; and (B) the Exercise Price.

          (b) For purposes of this Agreement, the Holding Period, is the third
anniversary of the earlier of: (i) the date on which such Shares obtained
through the exercise of the exercisable portion of the Option were first
exercised; and or (ii) the date






                         ORBCOMM INC. STOCK OPTION PLAN

on which such Shares obtained through the exercise of the exercisable portion of
the Option were first exercisable.

          6. Manner of Exercise of Option. The Option may be exercised by
delivery, via first class mail, interoffice mail, fax or electronic mail of a
Notice of Option Exercise and related forms to the Company stating the number of
Shares with respect to which the Option is being exercised and accompanied by
payment of an amount equal to the Exercise Price multiplied by the number of
Shares being purchased pursuant to the Option (the "Total Exercise Cost") in
cash or by check, bank draft or money order payable to the order of the Company
or, subsequent to an Initial Public Offering, (i) through the delivery to the
Company of Shares of Common Stock with an aggregate Fair Market Value on the
date of exercise equal to the Total Exercise Cost, subject to such limitations
and prohibitions as the Committee may adopt from time to time or (ii) through
the delivery to the Company of an Authorization for Exercise of Options
"Cashless" Exercise Form with irrevocable instructions to a broker to deliver
promptly to the Company an amount equal to the Total Exercise Cost, subject to
such limitations as the Committee may adopt from time to time or by any
combination of the above methods of payment.

          7. Non-Transferability. The right of the Participant to exercise the
Option (as and when exercisable) may not be assigned or transferred by the
Participant other than by will or the laws of descent and distribution. The
Option may be exercised and the Shares may be purchased during the lifetime of
the Participant only by the Participant (or the Participant's legal
representative in the event that the Participant's employment is terminated due
to becoming "Disabled" within the meaning of Section 4(b)(iv) of this
Agreement). Any attempted assignment or transfer, except as hereinabove
provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition
contrary to the provisions hereof, or any levy of execution, attachment, trustee
process or similar process, whether legal or equitable, upon the Option, will in
each instance be null and void.

          8. Representation Letter and Investment Legend.

          (a) In the event that for any reason the issuance of the Shares to be
issued upon exercise of an exercisable Option will not be effectively registered
under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on
which the Option is exercised, the Participant (or the person exercising the
Option pursuant to Section 6) will give a written representation to the Company
in the form attached hereto as Exhibit A, and the Company will place the legend
described in Exhibit A, upon any certificate for the Shares issued by reason of
such exercise.






                         ORBCOMM INC. STOCK OPTION PLAN

          (b) The Company will be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issuance of Shares.

          9. Adjustments. Subject to Section 8 of the Plan, in the event of any
change in the outstanding Shares by reason of an acquisition, spin-off or
reclassification, recapitalization or merger, combination or exchange of Shares
or other corporate exchange, Change of Control or similar event, or as required
under any Option Agreement, the Committee may adjust appropriately the number or
kind of Shares or securities subject to the Plan and available for or covered by
Grants and Share prices related to outstanding Grants and make such other
revisions to outstanding Grants as it deems are equitably required.

          10. No Special Rights to Remain a Director, No Special Employment
Rights and No Special Rights to Remain an Independent Contractor or to Maintain
a Unique Relationship. Nothing contained in this Agreement will be construed or
deemed by any person under any circumstances to bind the Company or any of its
subsidiaries to continue the Participant as a director of the Company, to
continue employment of the Participant, to continue the Participant as an
independent contractor or to continue a unique relationship with the Company or
any of its Affiliates for the period within which this Option may vest or for
any other period.

          11. Rights as a Shareholder. The Participant will have no rights as a
shareholder with respect to any Shares which may be purchased upon the vesting
of this Option unless and until a certificate or certificates representing such
Shares are duly issued and delivered to the Participant. If at any time during
the term of the Option, the Company will be advised by its counsel that the
Shares are required to be registered under the Securities Act or under
applicable state securities laws, or that delivery of the Shares must be
accompanied or preceded by a prospectus meeting the requirements of such laws,
delivery of Shares by the Company may be deferred until a registration is
effective or a prospectus is available or an appropriate exemption from
registration is secured. Prior to an Initial Public Offering, the Participant
will be required to enter into a shareholder agreement with the Company
prohibiting the sale, transfer or assignment of the Shares without first
offering the Shares to the Company and/or certain other stockholders, on a form
provided by the Company, upon the exercise of any Option under the Plan.

          12. Withholding Taxes. The Participant hereby agrees, as a condition
to any exercise of the Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount"), if any, by (a)
authorizing the Company to withhold the Withholding Amount from the
Participant's cash compensation, if any, or





                         ORBCOMM INC. STOCK OPTION PLAN

(b) remitting the Withholding Amount to the Company in cash; provided that, to
the extent that the Withholding Amount is not provided by one or a combination
of such methods, the Company may at its election withhold from the Shares
delivered upon exercise of the Option that number of Shares having a Fair Market
Value equal to the Withholding Amount.

          13. Execution of Shareholders Agreement. The Participant acknowledges
that, in connection with his prior or future purchase of Shares of the Company,
he has previously executed and delivered that certain Shareholders Agreement,
dated the date hereof, by and among the Company and the shareholders of the
Company named therein (the "Shareholders Agreement"). The Participant further
agrees that all Shares acquired by him upon exercise of the Option will be
subject to the terms and conditions of the Shareholders Agreement, as the same
may have been amended or modified in accordance with its terms.

          14. Lock-Up Agreements. The Participant agrees that in the event of an
Initial Public Offering or any other offering of any securities of the Company,
if the Company so requests, the Participant will enter into an agreement on
terms and conditions satisfactory to the Company with the relevant underwriters
of such transaction that provides that the Participant may not directly or
indirectly offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer the Shares or any
other shares of the Company's Common Stock or securities convertible into or
exchangeable or exercisable for such shares owned by the Participant, or enter
into any swap or other arrangement that transfers, in whole or in part, the
economic consequences of ownership of any such shares, for a period of up to one
year after the date of the relevant prospectus.

          15. Delivery of Certificates. The Participant will have no interest in
the Shares unless and until certificates for the Shares are issued following
exercise of the Option.

                                    *********

                         [Signatures on Following Page]






                         ORBCOMM INC. STOCK OPTION PLAN

                                OPTION AGREEMENT

                           Counterpart Signature Page

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, by its officer thereunto duly authorized, and the Participant has
executed this Agreement, all as of the day and year first above written.

ORBCOMM INC.                                         PARTICIPANT


By:
    ---------------------------------   ----------------------------------------
Title:
       ------------------------------   Address:
                                                 -------------------------------
- ------------------------------------
(print name)                                     -------------------------------

                                        Facsimile Number:
                                                          ----------------------

                                        ----------------------------------------
                                        Social Security Number

                                        Email Address:
                                                       -------------------------






                                    EXHIBIT A

TO: ORBCOMM INC.

          The undersigned hereby irrevocably exercises the right to purchase
______________ of the shares of Common Stock, par value $0.001 per share
("Common Stock") of Orbcomm Inc., a Delaware corporation (the "Company"),
evidenced by the attached Option, and herewith makes payment of the Exercise
Price with respect to such shares in full, all in accordance with the conditions
and provisions of said Option.

          1. The undersigned hereby represents and warrants to and agrees with
the Company as follows:

          (a) The undersigned understands and acknowledges that an investment in
the Common Stock issuable upon exercise of this Option involves a high degree of
risk and that there are limitations on the liquidity of the Common Stock
issuable upon exercise of this Option. The undersigned is able to bear the
economic risk of an investment in the Common Stock issuable upon exercise of
this Option. The undersigned has adequate means of providing for the
undersigned's current needs and contingencies; is able to afford to hold the
Common Stock issuable upon exercise of this Option for an indefinite period; and
has such knowledge and experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of the investment in
the Common Stock issuable upon exercise of this Option;

          (b) The undersigned is acquiring the Common Stock issuable upon
exercise of this Option for its own account for investment and not as a nominee
and not with a present view to the distribution thereof in violation of the
Securities Act of 1933, as amended (the "1933 Act"). The undersigned understands
that the undersigned must bear the economic risk of this investment indefinitely
unless such shares are registered pursuant to the 1933 Act and any applicable
state securities laws, or an exemption from such registration is available. The
undersigned has no plan or intention to sell the shares of Common Stock issuable
upon exercise of this Option at any predetermined time, and has made no
predetermined arrangements to sell such shares;

          (c) The undersigned will not make any sale, transfer or other
disposition of the shares of Common Stock issuable upon exercise of this Option
in violation of (1) the 1933 Act, the Securities Exchange Act of 1934, as
amended, any other applicable Federal or state securities laws or the rules and
regulations of the Securities and Exchange Commission or of any state securities
commissions or similar



                         ORBCOMM INC. STOCK OPTION PLAN

state authorities promulgated under any of the foregoing, or (2) any applicable
securities laws of jurisdictions outside the United States and the rules and
regulations thereunder.

          2. The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any of the Common Stock obtained on exercise of the Option, except in
accordance with the provisions of the Option, and consents that the following
legend may be affixed to the stock certificates for the Common Stock hereby
subscribed for, if such legend is applicable:

          "The securities represented hereby have not been registered under the
          Securities Act of 1933, as amended (the "1933 Act"), or any provincial
          or state securities law, and may not be sold, transferred, pledged,
          hypothecated or otherwise disposed of until either (i) a registration
          statement under the 1933 Act and applicable provincial or state
          securities laws shall have become effective with regard thereto, or
          (ii) an exemption from registration under the 1993 Act or applicable
          provincial or state securities laws is available in connection with
          such offer, sale or transfer."

          3. The undersigned requests that stock certificates for such shares be
issued, and a new Option representing any unexercised portion hereof be issued,
pursuant to the Option in the name of the registered holder and delivered to the
undersigned at the address set forth below:

Dated:
       ------------------------------


- ------------------------------
Signature of Registered Holder

- ------------------------------
Name of Registered Holder (Print)

EX-10.21.1

                                                                 EXHIBIT 10.21.1


                              EMPLOYMENT AGREEMENT

      The parties to this Employment Agreement (this "AGREEMENT") are John P.
Brady (the "EXECUTIVE"), residing at 1009 Baibes Court, Edgewater, New Jersey
07020, and ORBCOMM Inc. (the "COMPANY"), a company organized under the laws of
Delaware, with principal offices located at 2115 Linwood Avenue, Fort Lee, NJ
07024.

      The Company and the Executive are parties to an existing employment
agreement, executed in August 2004 (the "Prior Agreement"), pursuant to which
the Executive is serving as the Company's Chief Financial Officer (the "CFO").
The term of the Prior Agreement is currently set to expire on July 5, 2006.

      The Company and the Executive have had discussions about finding a
successor to the Executive to become the CFO after the Executive leaves that
position, and the Company has requested that the Executive assist the Company
with its transition to its new CFO, should the Company identify and hire such an
individual before the Executive's employment terminates in accordance with this
Agreement.

      The Executive has agreed to the Company's request in exchange for certain
commitments made by the Company pursuant to a Term Sheet Re: Continued
Employment entered into between the Executive and the Company on or about April
13, 2006 (the "Term Sheet").

      As such, the Company desires to provide for the Executive's continued
employment by the Company, and the Executive desires to accept such employment,
under the terms and conditions contained herein, and, in consideration of the
above recitals, the mutual covenants contained herein, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto have agreed as follows:

      1. EMPLOYMENT. The Company shall employ the Executive, and the Executive
shall serve the Company, as the CFO, with duties and responsibilities compatible
with that position, provided that the Company shall be permitted to change the
Executive's title, duties, and responsibilities if and/or when the Company hires
an individual to succeed the Executive as the CFO. At such time, the Executive
will no longer be the CFO, and his primary duties and responsibilities will be
to assist the Company with the transition to the new CFO and executing and
delivering any required certifications, certificates, and other documents that
the Company may be required to file or provide. At all times during his
employment, the Executive agrees to devote his full time, attention, skill, and
energy to fulfilling his duties and responsibilities hereunder. The Executive's
services shall be performed principally at the Company's New Jersey office. The
Executive understands and acknowledges that he will be required to travel
periodically to the Company's offices in Dulles, Virginia.

      2. TERM OF EMPLOYMENT. The Executive's employment under this Agreement
shall commence as of May 5, 2006 and shall continue through December 31, 2006,
unless sooner terminated pursuant to the provisions of Section 4 (the "TERM").
The parties hereto may extend the Term by a written agreement, signed by both
parties, that specifically references this Agreement. To the extent not sooner
terminated pursuant to the provision of Section 4, upon the natural expiration
of the Term (or any extended Term), the Executive's employment will be deemed
terminated.



      3. COMPENSATION. As full compensation for the services provided under this
Agreement, the Executive shall be entitled to receive the following compensation
during the Term:

      (a) Base Salary. The Executive shall be entitled to receive an annual base
salary (the "BASE SALARY") of $225,000. Base Salary payments hereunder shall be
made in arrears in substantially equal installments (not less frequently than
monthly) in accordance with the Company's customary payroll practices for its
other executives, as those practices may exist from time to time.

      (b) Bonus. The Executive shall be eligible to receive a discretionary
bonus (the "BONUS") in an amount, if any, determined by the Company in its sole
discretion. In order to receive such a Bonus, if any, the Executive must be
actively employed by the Company on the date on which such Bonus is scheduled to
be paid to the Executive. Further, if the Company establishes a bonus plan or
program in which the Company's executives are generally permitted to
participate, then the Executive shall be entitled to participate in such plan or
program. The terms and conditions of the Executive's participation in, and/or
any award under, any such plan or program shall be in accordance with the
controlling plan or program documents.

      (c) Employee Benefits. The Executive shall be entitled to receive
Company-paid medical and disability insurance, Company-paid term life insurance
(which shall provide for a death benefit payable to the Executive's
beneficiary), Company-paid holiday and vacation time, and other Company-paid
employee benefits (collectively, "EMPLOYEE BENEFITS"), at least equivalent to
those provided to other executives of the Company. In addition, the Executive
shall be entitled to participate in any profit sharing plan and/or pension plan
generally provided for the executives of the Company or any of its subsidiaries.
Notwithstanding the foregoing, the Company reserves the right to amend, modify,
or terminate, in its sole discretion and consistent with applicable law, any
Employee Benefit and any Employee Benefit plan, program or arrangement provided
to employees in general.

      (d) Equity Plan Participation. The Executive shall be entitled to
participate in any equity option plan or restricted equity plan established by
the Company in which the Company's executives generally are permitted to
participate. The terms and conditions of the Executive's participation in,
and/or any award under, any such plan shall be in accordance with the applicable
controlling plan document and/or award agreement.

      (e) Expenses. The Company shall reimburse the Executive for all reasonable
expenses incurred by him in connection with the performance of his duties under
this Agreement, upon his presentation of appropriate vouchers and/or
documentation covering such expenses. Without limiting the generality of the
foregoing, the Company shall reimburse the Executive for all reasonable
transportation, lodging, food, and other expenses incurred by him in connection
with traveling on Company business, including for the Executive's reasonable
travel and lodging expenses related to his periodic travels to the Company's
Virginia offices.


                                     - 2 -


      (f) Withholdings. All payments made under this Section 3, or any other
provision of this Agreement, shall be subject to any and all federal, state, and
local taxes and other withholdings to the extent required by applicable law.

      4. TERMINATION OF EMPLOYMENT.

      (a) Absence. If the Executive shall fail or be unable to perform his
essential duties under this Agreement for any reason, including a physical or
mental disability, with or without reasonable accommodation, for one hundred
eighty (180) calendar days during any twelve (12) month period or for one
hundred (120) consecutive calendar days, then the Company may, by notice to the
Executive, terminate his employment under this Agreement as of the date of the
notice. Any such termination shall be made only in accordance with applicable
law.

      (b) Death. The Executive's employment under this Agreement shall terminate
automatically upon his death.

      (c) Termination by the Company. The Company shall have the right,
exercisable at any time, to terminate the employment of the Executive for
"cause" (as defined below). The Company shall only have to right to terminate
the employment of the Executive without "cause" on or after December 3, 2006,
provided that the Company reserves the right to place the Executive on a paid
leave of absence, without any duties, at any time.

      The Executive's employment shall not be deemed to have been terminated
with "cause" unless he shall have received written notice from the Company at or
prior to the termination of employment advising him of the specific acts or
omissions alleged to constitute "cause" and, in the case of those acts or
omissions that are reasonably capable of being corrected, those acts or
omissions continue uncorrected after he shall have had a reasonable opportunity
(not to exceed fifteen (15) calendar days) to correct them.

      As used in this Agreement, termination with "CAUSE" shall mean only the
Executive's involuntary termination for reason of (i) the Executive's breach of
a fiduciary duty of loyalty owed to the Company or any of its subsidiaries, (ii)
the Executive's conviction of a crime or plea of guilty or no contest to a
crime, (iii) the Executive's negligence in the performance of his duties, (iv)
the Executive's willful misconduct, including, without limitation, embezzlement,
(v) the Executive's material breach of this Agreement, or (vi) conduct by the
Executive beyond the scope of his authority as an officer and employee of the
Company, which conduct gives rise to a hearing before any governmental
department or agency seeking termination or revocation of any governmental
license.

      (d) Termination by the Executive. The Executive shall have the right to
terminate his employment with the Company, provided that he provides the Company
with at least two (2) months of advance written notice of such decision. Upon
the receipt of such notice from the Executive, the Company may in its sole
discretion accelerate such two-month period in order to make such termination
effective sooner, and/or may withdraw any and all duties from the Executive and
exclude him from the Company's premises during the notice period.


                                     - 3 -


      (e) Severance. If, prior to the natural expiration of the Term, the
Company shall terminate the Executive's employment without "cause" pursuant to
Section 4(c) above, or if the Executive's employment is terminated due to the
natural expiration of the Term and the Executive is no longer serving as the CFO
at such time, then, upon the Executive's execution of the Release attached
hereto as Exhibit A (the "Release") and the effectiveness of the Release (as
defined therein), the Executive shall be entitled to continue to receive, as
severance payments (such severance payments being the Executive's sole
entitlement upon any such termination), Base Salary compensation provided for by
Section 3(a) above for six (6) months, provided that such severance payments
will cease upon the Executive becoming employed by another employer as a chief
financial officer, or in a similar position with comparable Base Salary
compensation, or upon the Executive becoming re-employed by the Company in any
other position.

      If the Executive's employment with the Company is terminated pursuant to
Sections 4(a) or 4(b) above, if the Company terminates the Executive's
employment with "cause" pursuant to Section 4(c) above, if the Executive
terminates his employment pursuant to Section 4(d) above, or if the Executive's
employment is terminated due to the natural expiration of the Term and the
Executive is still serving as the CFO at such time, then the Executive shall not
thereafter be entitled to any further payments under this Agreement, including
Base Salary, Bonus, Employee Benefits, or Severance.

      The Severance referred to in this Section 4(e) shall be made payable by
the Company to the Executive on the same payment schedule as if the Executive
were still employed by the Company.

      5. MERGER OR SALE OF ASSETS. If the Company shall merge or consolidate
with another corporation or other entity, or shall transfer all or substantially
all of its assets to another person, corporation, or other entity, then the
Executive shall be entitled to Severance in accordance with Section 4(e) as if
his employment were terminated by the Company without "cause," unless such
successor or transferee person, corporation, or entity continues the Executive's
employment on substantially equivalent terms.

      6. OBLIGATIONS OF THE EXECUTIVE.

      (a) Protectable Interests of the Company. The Executive acknowledges that
he has and will continue to play an important role in establishing the goodwill
of the Company and its related entities, including relationships with clients,
employees, and suppliers. The Executive further acknowledges that over the
course of his employment with the Company, he has and will continue to (i)
develop special relationships with clients, employees, and/or suppliers, and/or
(ii) be privy to Confidential Information (as defined below). As such, the
Executive agrees to the restrictions below in order to protect such interests on
behalf of the Company, which restrictions the parties hereto agree to be
reasonable and necessary to protect such interests.

      (b) Non-Competition. During the Executive's employment and for the one (1)


                                     - 4 -


year period immediately thereafter, the Executive shall not, anywhere in the
world, whether directly or indirectly, for himself or for any third party: (i)
engage in any business activity; (ii) provide professional services to another
person or entity (whether as an employee, consultant, or otherwise); or (iii)
become a partner, member, principal, or stockholder in any entity; and in each
such case, that is in competition with the Business. For purposes of this
Section 6(b) and Section 6(c) below, "Business" shall mean the business of
offering data communication services via low-Earth orbit satellites, or any
other business in which the Company is materially engaged during the six (6)
month period immediately preceding the Executive's termination of employment.
The Executive acknowledges and understands that, due to the global nature of the
Company's business and the technological advancements in electronic
communications around the world, any geographic restriction of the Executive's
obligation under this Section 6(b) would be inappropriate and counter to the
protections sought by the Company hereunder.

      (c) Non-Solicitation. During the Executive's employment and for the two
(2) year period immediately thereafter, the Executive shall not, anywhere in the
world, whether directly or indirectly, for himself or for any third party: (i)
solicit any business or contracts, or enter into any business or contract,
directly or indirectly, with any suppliers, licensees, customers, or partners of
the Company that (A) was a supplier, licensee, customer, or partner of the
Company at, or within six (6) months prior to, the termination of Executive's
employment, or (B) was a prospective supplier, licensee, customer, or partner of
the Business at the time of the Executive's termination of employment, and in
either case, for purposes of engaging in an activity that is in competition with
the Business; or (ii) solicit or recruit, directly or indirectly, any of the
Company's or its subsidiaries' employees, or any individuals who were employed
by the Company's or its subsidiaries' within six (6) months prior to the
termination of the Executive's employment, for employment or engagement (whether
as an employee, consultant, or otherwise) with a person or entity involved in
marketing or selling products or services competitive with the Business. The
Executive acknowledges and understands that, due to the global nature of the
Company's business and the technological advancements in electronic
communications around the world, any geographic restriction of the Executive's
obligation under this Section 6(c) would be inappropriate and counter to the
protections sought by the Company hereunder.

      (d) Confidential Information. The Executive acknowledges that during the
course of his employment with the Company, he has had and will continue to have
access to information about the Company, and its clients and suppliers, that is
confidential and/or proprietary in nature, and which belongs to the Company. As
such, at all times, both during the Term and thereafter, the Executive will hold
in the strictest confidence, and not use or attempt to use except for the
benefit of the Company, and not disclose to any other person or entity (without
the prior written authorization of the Company) any Confidential Information (as
defined below). Notwithstanding anything contained in this Section 6(d), the
Executive will be permitted to disclose any Confidential Information to the
extent required by validly-issued legal process or court order, provided that
the Executive notifies the Company immediately of any such legal process or
court order in an effort to allow the Company to challenge such legal process or
court order, if the Company so elects, prior to the Executive's disclosure of
any Confidential


                                     - 5 -


Information.

      For purposes of this Agreement, "CONFIDENTIAL INFORMATION" means any
confidential or proprietary information that belongs to the Company, or any of
its clients or suppliers, including without limitation, technical data, market
data, trade secrets, trademarks, service marks, copyrights, other intellectual
property, know-how, research, business plans, product information, projects,
services, client lists and information, client preferences, client transactions,
supplier lists and information, supplier rates, software, hardware, technology,
inventions, developments, processes, formulas, designs, drawings, marketing
methods and strategies, pricing strategies, sales methods, financial
information, revenue figures, account information, credit information, financing
arrangements, and other information disclosed to the Executive by the Company or
otherwise obtained by the Executive during the course of his employment,
directly or indirectly, and whether in writing, orally, or by electronic
records, drawings, pictures, or inspection of tangible property. "Confidential
Information" does not include any of the foregoing information which has entered
the public domain other than by a breach of this Agreement.

      (e) Return of Company Property. Upon the termination of the Executive's
employment with the Company (whether upon the expiration of the Term or
otherwise), or at any time during such employment upon request by the Company,
the Executive will promptly deliver to the Company and not keep in his
possession, recreate, or deliver to any other person or entity, any and all
property which belongs to the Company, or which belongs to any other third party
and is in the Executive's possession as a result of his employment with the
Company, including without limitation, computer hardware and software, palm
pilots, pagers, cell phones, other electronic equipment, records, data, client
lists and information, supplier lists and information, notes, reports,
correspondence, financial information, account information, product information,
files, and other documents and information, including any and all copies of the
foregoing.

      (f) Ownership of Property. The Executive acknowledges that all inventions,
innovations, improvements, developments, methods, processes, programs, designs,
analyses, drawings, reports and all similar or related information (whether or
not patentable) that relate to the Company's or any of its affiliates' actual or
anticipated business, research, and development, or existing or future products
or services, and that are conceived, developed, contributed to, made, or reduced
to practice by the Executive (either solely or jointly with others) while
engaged by the Company or any of its affiliates (including any of the foregoing
that constitutes any Confidential Information) ("WORK PRODUCT") belong to the
Company or such affiliate, and the Executive hereby assigns, and agrees to
assign, all of the above Work Product to the Company or such affiliate.

      (g) Judicial Modification. The Executive acknowledges that it is the
intent of the parties hereto that the restrictions contained or referenced in
this Section 6 be enforced to the fullest extent permissible under the laws of
each jurisdiction in which enforcement is sought. If any of the restrictions
contained or referenced in this Section 6 is for any reason held by an
arbitrator or court to be excessively broad as to duration, activity,
geographical scope, or subject,


                                     - 6 -


then such restriction shall be construed or judicially modified so as to
thereafter be limited or reduced to the extent required to be enforceable in
accordance with applicable law.

      (h) Equitable Relief. The Executive acknowledges that the remedy at law
for his breach of this Section 6 will be inadequate, and that the damages
flowing from such breach will not be readily susceptible to being measured in
monetary terms. Accordingly, upon a violation of any part of this Section 6, the
Company shall be entitled to immediate injunctive relief (or other equitable
relief) from any court with proper jurisdiction and may obtain a temporary order
restraining any further violation. No bond or other security shall be required
in obtaining such equitable relief, and the Executive hereby consents to the
issuance of such equitable relief. Nothing in this Section 6(h) shall be deemed
to limit the Company's remedies at law or in equity for any breach by the
Executive of any of the parts of this Section 6 which may be pursued or availed
of by the Company.

      7. ARBITRATION. Except as provided in Section 6(h) above, any dispute or
controversy between the parties hereto, whether during the Term or thereafter,
including without limitation, any and all matters relating to this Agreement,
the Executive's employment with the Company and the cessation thereof, shall be
settled by arbitration administered by the American Arbitration Association
("AAA") in New York, New York pursuant to the AAA's National Rules for the
Resolution of Employment Disputes (or their equivalent), which arbitration shall
be confidential, final, and binding to the fullest extent permitted by law. The
parties agree to waive their right to a trial by jury and agree that they will
not make a demand, request or motion for a trial by jury or court. This
agreement to arbitrate shall be binding upon the heirs, successors, and assigns
and any trustee, receiver, or executor of each party. A party shall initiate the
arbitration process by delivering a written notice of such party's intention to
arbitrate to the other party at the address set forth above. Each party shall
select an arbitrator by mutual agreement within thirty (30) days after the
written notice of intention to arbitrate is received. If the parties fail to
select an arbitrator by mutual agreement, the party seeking arbitration shall
notify the AAA of the demand for arbitration and obtain a list of arbitrators
from the AAA's Employment Dispute Resolution Roster. If the parties fail to
agree on an arbitrator, the AAA Administrator or his/her delegate shall select
an arbitrator, who is a member of the AAA's Employment Dispute Resolution
Roster. The arbitrator shall have the authority to resolve all issues in
dispute, including the arbitrator's own jurisdiction, and to award compensatory
remedies and other remedies permitted by law. The arbitrator shall decide the
matters in dispute in accordance with the governing law provisions of this
Agreement, except that the parties agree that this agreement to arbitrate shall
be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. The
award of the arbitrator shall be final and shall be the sole and exclusive
remedy between the parties regarding any claims, counterclaims, issues, or
accountings. The arbitrator in any such dispute shall have discretion to award
attorneys' fees and costs as part of any resolution of a claim arising under
this Agreement. Except as otherwise provided by the arbitrator in accordance
with applicable law, each party hereto shall be responsible for paying its own
attorneys' fees and costs incurred in connection with any dispute between the
parties. To the extent inconsistent with the form of arbitration agreement that
the Company's employees generally are required to enter into, including the
Executive, this arbitration provision shall control. Otherwise, to the extent


                                     - 7 -


compatible, effect shall be given to both this arbitration provision and the
Company's form of arbitration agreement that the Executive will be required to
execute.

      8. MISCELLANEOUS.

      (a) Notices. Any notice or other communication under this Agreement shall
be in writing and shall be considered given when delivered personally or five
(5) days after mailed by registered mail, return receipt requested, to the
Executive and the Company at their respective addresses set forth above (or at
such other address as a party may specify by notice to the other).

      (b) Entire Agreement; Amendments. This Agreement contains a complete
statement of all of the arrangements between the Executive and the Company with
respect to the employment of the Executive by the Company and the Executive's
compensation for such employment, and supersedes all previous agreements,
arrangements and understandings, written or oral, relating thereto, including,
without limitation, the Prior Agreement and the Term Sheet. This Agreement may
not be amended except by a written agreement signed by the Company and the
Executive.

      (c) Severability. In the event that any provision of this Agreement, or
the application of any provision to the Executive or the Company, is held to be
unlawful or unenforceable by any court or arbitrator, then the remaining
portions of this Agreement shall remain in full force and effect and shall not
be invalidated or impaired in any manner.

      (d) Waiver. No waiver by any party hereto of any breach of any term or
covenant in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such breach, or a waiver of any other term or covenant contained in this
Agreement.

      (e) Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of New Jersey without regard to its
conflict of laws principles.

      IN WITNESS WHEREOF, the parties hereto have executed this document as of
the 5th day of May, 2006.


ORBCOMM Inc.                                JOHN P. BRADY

By:  /s/ Jerome B. Eisenberg                 /s/ John Brady
Name: Jerome B. Eisenberg
Title:  CEO and President


                                     - 8 -


                          EXHIBIT A -- GENERAL RELEASE

      FOR AND IN CONSIDERATION OF the employment agreement to which this General
Release is attached and the severance payments contemplated therein, I, JOHN P.
BRADY, agree, on behalf of myself and my heirs, executors, administrators, and
assigns, to release and discharge ORBCOMM INC. (the "Company"), and its current
and former officers, directors, employees, agents, owners, subsidiaries,
divisions, affiliates, parents, successors, and assigns (the "Released Parties")
from any and all manner of actions and causes of action, suits, debts, dues,
accounts, bonds, covenants, contracts, agreements, judgments, charges, claims,
and demands whatsoever ("Losses") that I and my heirs, executors,
administrators, and assigns have, or may hereafter have, against the Released
Parties or any of them arising out of or by reason of any cause, matter, or
thing whatsoever from the beginning of the world to the date hereof, including
without limitation, my employment agreement, my employment by the Company and
the cessation thereof, and all matters arising under any federal, state, or
local statute, rule, or regulation, or principle of contract law or common law,
including but not limited to, the Worker Adjustment and Retraining Notification
Act of 1988, as amended, 29 U.S.C. Sections 2101 et seq., the National Labor
Relations Act of 1935, as amended, 29 U.S.C. Sections 151 et seq., the Family
and Medical Leave Act of 1993, as amended, 29 U.S.C. Sections 2601 et seq.,
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000e
et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
Sections 621 et seq. (the "ADEA"), the Americans with Disabilities Act of 1990,
as amended, 42 U.S.C. Sections 12101 et seq., the Employee Retirement Income
Security Act of 1974, as amended, 29 U.S.C. Sections 1001 et seq., the Virginia
Human Rights Act, as amended, Va. Code Ann. Sections 2.1-714 et seq., the
Virginia Persons with Disabilities Act, as amended, Va. Code Ann. Sections
51.5-1 et seq., the New Jersey Law Against Discrimination, as amended, N.J.
Stat. Ann. Sections 10:5-1 et seq., and any other equivalent federal, state, or
local statute; provided that I do not release or discharge the Released Parties
from any Losses arising under the ADEA that arise after the date on which I
execute this General Release. It is understood that nothing in this General
Release is to be construed as an admission on behalf of the Released Parties of
any wrongdoing with respect to me, any such wrongdoing being expressly denied.

      I represent and warrant that I fully understand the terms of this General
Release, that I have had the benefit of advice of counsel or have knowingly
waived such advice, and that I knowingly and voluntarily, of my own free will,
without any duress, being fully informed, and after due deliberation, accepts
its terms and sign the same as my own free act. I understand that as a result of
executing this General Release, I will not have the right to assert that the
Company violated any of my rights in connection with my employment agreement, my
employment, or with the termination of such employment.

      I affirm that I have not filed, and agree, to the maximum extent permitted
by law, not to initiate or cause to be initiated on my behalf, any complaint,
charge, claim, or proceeding against the Released Parties before any federal,
state, or local agency, court, or other body relating to my employment
agreement, my employment, or the cessation thereof, and agree not to voluntarily
participate in such a proceeding. However, nothing in this General Release shall
preclude or prevent me from filing a claim with the Equal Employment Opportunity
Commission that


                                     - 9 -


challenges the validity of this General Release solely with respect to my waiver
of any Losses arising under the ADEA.

      I acknowledge that I have twenty-one (21) days in which to consider
whether to execute this General Release. I understand that I may waive such
21-day consideration period. I understand that upon my execution of this General
Release, I will have seven (7) days after such execution in which I may revoke
my execution of this General Release. In the event of revocation, I must present
written notice of such revocation to __________________ at the Company by
delivering such written notice to him at _______________________.

      IF SEVEN (7) DAYS PASS WITHOUT RECEIPT OF SUCH WRITTEN NOTICE OF
REVOCATION, THIS GENERAL RELEASE SHALL BECOME BINDING AND EFFECTIVE ON THE
EIGHTH DAY (THE "RELEASE EFFECTIVE DATE").

      This General Release shall be governed by the laws of the State of New
Jersey without giving effect to its conflict of laws principles.


JOHN P. BRADY                                        DATE

STATE OF                      )
                              :     ss.:
COUNTY OF                     )

      On the ___ day of ___________________ in the year 200__, before me, the
undersigned, personally appeared JOHN P. BRADY, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument, and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument he executed
such instrument, and that such individual made such appearance before the
undersigned.

                                                   Notary Public


                                     - 10 -

EX-10.21.2

                                                                 EXHIBIT 10.21.2


                       AMENDMENT TO STOCK OPTION AGREEMENT

      This Amendment (this "Amendment") is entered into on this 5th day of May,
2006, by and between ORBCOMM Inc., a Delaware corporation (the "Company"), and
John Brady, the undersigned employee (the "Employee") of the Company.

      WHEREAS, the Employee was previously granted stock options pursuant to an
Incentive Stock Option Agreement, dated July 6, 2004, by and between the Company
and the Employee (the "Option Agreement"; and the stock options granted pursuant
to the Option Agreement are hereinafter referred to as the "Options"); and

      WHEREAS, the Employee and the Company have agreed to make certain changes
to the Employee's employment agreement (as amended, the "Employment Agreement")
and the Option Agreement pursuant to a Term Sheet Re: Continued Employment
entered into between the Employee and the Company on or about April 13, 2006
(the "Term Sheet"); and

      WHEREAS, the Employee and the Company are cognizant of the new rules
governing stock options under Internal Revenue Code Section 409A (together with
any proposed and final regulations and other guidance issued thereunder by the
Internal Revenue Service, "Section 409A"); and

      WHEREAS, the Employee and the Company now wish to amend the Option
Agreement in accordance with the Term Sheet but without subjecting the stock
options to Section 409A (i.e., continuing to maintain the exemption of the
Options from Section 409A's requirements to the extent that the Options, as they
existed before this Amendment, were so exempt);

      NOW, THEREFORE, in consideration of the above premises, the mutual
covenants contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

      1. Non-Statutory Stock Options. The Employee understands, acknowledges,
and accepts that, by virtue of this Amendment, the Options will no longer
satisfy the requirements for incentive stock options under Internal Revenue Code
Section 422, and will instead be treated, including for tax purposes, as
non-statutory stock options.

      2. Vesting. Notwithstanding anything to the contrary in the Option
Agreement, immediately upon the occurrence of a Qualifying Termination (as
defined below), all of the Options, to the extent not already exercisable, will
become exercisable.




      A "Qualifying Termination" means a termination of the Employee's
employment with the Company (a) due to a termination by the Company without
cause (as defined in Section 4 of the Employment Agreement), (b) due to his
death or disability (as provided for in Section 4 of the Employment Agreement),
or (c) due to the natural expiration of the Term (as defined in Section 2 of the
Employment Agreement). By way of clarification, a "Qualifying Termination" will
not occur in the event that the Employee's employment is terminated by the
Company with cause (as defined in Section 4 of the Employment Agreement) or the
Employee voluntarily resigns from his employment with the Company before the
natural expiration of the Term (as defined in Section 2 of the Employment
Agreement).

      3. Exercise Period. Pursuant to Section 4(b)(ii)(A) of the Option
Agreement, the Employee is provided with 30 days or three months, as applicable,
following certain terminations of his employment during which he may exercise
his vested Options.

      In accordance with Proposed Treasury Regulation Section
1.409A-1(b)(5)(v)(C), the parties hereto agree that the above-referenced time
periods during which the Employee may exercise his vested Options are extended
until the later of (a) December 31st of the calendar year in which the
Employee's right to exercise the Options would have expired but for the
extension provided in this Section 3 and (b) the 15th day of the third month
following the month in which the Employee's right to exercise the Options would
have expired but for the extension provided in this Section 3.

      EXAMPLE: If the Employee's employment is terminated by the Company without
cause on December 15, 2006, then his right to exercise his vested Options would
have expired under the terms of the Option Agreement thirty days later (January
14, 2007). As a result of the extension provided in this Section 3, the Employee
will be permitted to exercise his vested Options through December 31, 2007.

      4. Repurchase Rights. Pursuant to Section 5 of the Option Agreement,
provided that certain conditions are satisfied, the Company has the right,
exercisable in its sole discretion, to repurchase from the Employee shares
acquired by the Employee pursuant to his exercise of all or any portion of the
Options. The Company hereby agrees that it will not exercise such discretion and
will not require the Employee to sell to the Company any shares that the
Employee acquires pursuant to his exercise of all or any portion of the Options.
In the event that the Company's commitment in this Section 4 is deemed to be a
modification of the Options, which may then cause the Options to become subject
to the requirements of Section 409A, then this Section 4 will be of no effect,
will be deemed stricken from this Amendment, and the Company will retain its
discretionary repurchase rights as set forth in the Option Agreement.


                                       2


      5. Employment Termination Upon Expiration of the Term. For purposes of the
Option Agreement, including, without limitation, for purposes of determining the
time period during which the Employee may exercise his vested options and the
extent of the Company's repurchase rights, the termination of the Employee's
employment with the Company due to the natural expiration of the Term (as
defined in Section 2 of the Employment Agreement) will not be treated as a
voluntary termination of employment by the Employee. Rather, such a termination
will be treated as a refusal by the Company to extend the Employee's term of
employment, and thus a termination of employment by the Company without cause.

      6. Amendments Necessitated by Section 409A. The parties hereto acknowledge
that the requirements of Section 409A are still being developed and interpreted
by government agencies, that certain issues under Section 409A remain unclear at
this time, and that the parties hereto have made a good faith effort to comply
with current guidance under Code Section 409A. Notwithstanding anything in this
Amendment or the Option Agreement to the contrary, in the event that amendments
to the Option Agreement, as amended by this Amendment, are necessary in order to
ensure that the Options are exempt from the requirements of Section 409A, the
Employee agrees that the Company will be permitted to make such amendments, on a
prospective and/or retroactive basis, in its sole discretion, provided that it
has first negotiated with the Employee on a good faith basis to construct an
amendment that would be mutually satisfactory to the parties hereto.

      7. No Guaranty of Exemption from Section 409A. Nothing in this Amendment,
the Term Sheet, or any other agreement between the parties hereto is to be
construed by the Employee or any other person as a guaranty or assurance of any
sort by the Company that the Options were and/or continue to be exempt from the
requirements of Section 409A. The Employee acknowledges that the Company cannot
make such a guaranty or assurance, and warrants and represents that he has not
relied upon any such guaranty or assurance, if any, previously made by the
Company or any of its representatives, whether orally or in writing.

      8. Continued Validity of the Option Agreement. Except as amended and
superseded by this Amendment, the Option Agreement will remain in full force and
effect, will continue to bind the parties hereto, and will continue to govern
the terms and conditions of the Options. To the extent that the terms of this
Amendment conflict or are inconsistent with the terms of the Option Agreement,
the terms of this Amendment will govern.

      9. No Special Employment Rights. Nothing contained in this Amendment will
be construed or deemed by any person under any circumstances to bind the Company

                                       3



to continue the employment of the Employee for the period during which the
Options may vest or for any other period.

      10. Entire Agreement. This Amendment, the Option Agreement, to the extent
not amended and superseded by this Amendment, and the Stock Option Plan under
which the Option Agreement was issued, constitute the entire agreement between
the parties hereto respecting the Options (the "Entire Agreement"). There being
no representations, warranties, or commitments between the parties hereto except
as set forth in the Entire Agreement, the Entire Agreement replaces and
supersedes any other agreement or arrangement, oral or written, between the
Employee and the Company respecting the Options, including, without limitation,
the Term Sheet.

      11. Governing Law. This Amendment, and the Option Agreement, shall be
governed by and construed in accordance with the "Governing Law" provision set
forth in the Stock Option Plan under which the Option Agreement was issued.


      IN WITNESS WHEREOF, the parties hereto have executed this document as of
the date first set forth above.

         ORBCOMM Inc.                                JOHN P. BRADY

         By:  /s/ Jerome B. Eisenberg                 /s/ John Brady
             ------------------------                ------------------------
         Name: Jerome B. Eisenberg
         Title: CEO and President


                                       4

EX-16

                                                                      EXHIBIT 16


                                                         May 8, 2006


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs:

We have read "Changes in and disagreements with accountants on accounting and
financial disclosure", included in the Registration Statement on Form S-1 to be
filed by ORBCOMM, Inc. with the Securities and Exchange Commission on or about
May 12, 2006. We agree with the statements therein concerning our Firm.

Very truly yours,



/s/ J.H. Cohn LLP

EX-21

                                                                               .
                                                                               .
                                                                               .

                                                                      EXHIBIT 21

                          SUBSIDIARIES OF ORBCOMM INC.



Subsidiary                                           Jurisdiction of Organization      % Owned
- ----------                                           ----------------------------      -------
                                                                                 
ORBCOMM LLC                                          Delaware                            100%
ORBCOMM License Corp.                                Delaware                            100%
ORBCOMM Canada Corp.                                 Canada                              100%
ORBCOMM Canada Inc.                                  Canada                              100%
ORBCOMM Curacao Gateway N.V.                         Curacao                             100%
ORBCOMM International Holdings LLC                   Delaware                            100%
   ORBCOMM New Zealand Corp.                         New Zealand                         100%
   Leosatellite Services de Ecuador S.A.             Ecuador                             100%
ORBCOMM Central America Holdings LLC                 Delaware                            100%
ORBCOMM Australia Gateway Company Pty. Limited       Australia                           100%
LeoSat Dominican Republic, S.A.                      Dominican Republic                  100%
Stellar Satellite Communications Ltd.                British Virgin Islands              100%
Sistron International LLC                            Delaware                            100%
Satcom International Group Plc.                      England and Wales                 51.14%
   ORBCOMM Europe LLC                                Delaware                             50%
MITE Global Communications S.A. de C.V.              Mexico                               35%
ORBCOMM Maghreb                                      Morocco                           22.96%
European Datacomm Holdings, N.V.                     Belgium                            1.82%


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

Listed above are certain consolidated subsidiaries included in the consolidated
financial statements of ORBCOMM Inc. Unlisted subsidiaries, considered in the
aggregate, do not constitute a significant subsidiary.

EX-23.1

                                                                    EXHIBIT 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report
dated May 9, 2006 relating to the consolidated financial statements and
financial statement schedule of ORBCOMM Inc. appearing in the Prospectus, which
is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.


/s/ DELOITTE & TOUCHE LLP


New York, New York
May 12, 2006

EX-23.2

                                                                    Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We consent to the inclusion in the registration statement of ORBCOMM, Inc. on
Form S-1 of our report dated April 13, 2005, on our audit of the consolidated
statements of operations, changes in membership interests and stockholders'
deficit, and cash flows, and the related financial statement schedule of
ORBCOMM LLC and Subsidiaries for the year ended December 31, 2003. We also
consent to the reference to our Firm under the caption "Experts".



/s/ J.H. Cohn LLP

Roseland, New Jersey
May 5, 2006

EX-24

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerome B. Eisenberg, Christian G. Le Brun
and Alejandro R. San Miguel, true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) and supplements to (1) the Registration
Statement on Form S-1 to be filed by ORBCOMM Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") and (2) any subsequent
registration statement filed by the Company pursuant to Rule 462 under the
Securities Act of 1933, as amended, for the offering which the Registration
Statement on Form S-1 relates, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.



        SIGNATURE                        TITLE                    DATE
                                                         
                                Chief Executive Officer,       May 5, 2006
                                 President, Director,
   /s/ Jerome B. Eisenberg       Chairman of the Board
 -------------------------    (principal executive officer)
    Jerome B. Eisenberg

                                      Director                 May 12, 2006


     /s/ Robert Bednarek
 -------------------------
      Robert Bednarek

                                      Director                 May 5, 2006

     /s/ John Franco
 -------------------------
      John Franco







                                                         
      /s/ Marco Fuchs                 Director                 May 5, 2006
 -------------------------
        Marco Fuchs

                                      Director                 May 1, 2006

      /s/ Ronald Gerwig
 -------------------------
       Ronald Gerwig

                                      Director                 May 5, 2006

        /s/ Robert Gold
 -------------------------
        Robert Gold

                                      Director                 May 5, 2006

       /s/ Leslie Golden
 -------------------------
       Leslie Golden

                                      Director                 May 5, 2006

    /s/ Timothy Kelleher
 -------------------------
     Timothy Kelleher

                                      Director                 May 5, 2006

     /s/ Matthew Lesesky
 -------------------------
      Matthew Lesesky

                                      Director                 May 5, 2006

     /s/ Peter Schiff
 -------------------------
       Peter Schiff


      /s/ John P. Brady        Chief Financial Officer         May 5, 2006
 -------------------------    (principal financial and
      John P. Brady              accounting officer)



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COVER

                      Letterhead of Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100

                                  May 12, 2006

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:     ORBCOMM Inc.
        Registration Statement on Form S-1

Ladies and Gentlemen:

          For the purpose of registering under the Securities Act of 1933, as
amended (the "Securities Act"), shares of Common Stock, par value $0.001 per
share, of ORBCOMM Inc., a Delaware corporation ("ORBCOMM"), with a maximum
aggregate offering price of $150,000,000, transmitted herewith is ORBCOMM's
Registration Statement on Form S-1 (the "Registration Statement") and the
exhibits thereto.

          In connection with the filing of the Registration Statement, ORBCOMM
is also submitting a request, pursuant to Rule 406 under the Securities Act and
Rules 80(b)(3) and 80(b)(4) under the Freedom of Information Act, for an order
granting confidential treatment to certain portions of certain exhibits to the
Registration Statement.  On behalf of ORBCOMM, we respectfully request that the
review of the Registration Statement and the request for confidential treatment
by the staff of the Securities and Exchange Commission be considered on the
same time schedule.

          Should you have any questions or comments concerning the Registration
Statement, please telephone collect Sey-Hyo Lee at (212) 408-5122, Alejandro San
Miguel at (212) 408-8009 or James Laws at (212) 408-5547 of this office.

                                                          Very truly yours,

                                                          Chadbourne & Parke LLP



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