ORBCOMM CORP, S-1/A, 1998-07-01

ORBCOMM CORP
S-1/A, 1998-07-01
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998

REGISTRATION NO. 333-50599
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3 TO

FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------

ORBCOMM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 4812 54-1890273
(STATE OR OTHER JURISDICTION OF (PRIMARY INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION) IDENTIFICATION NO.)
</TABLE>

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

2455 HORSE PEN ROAD, SUITE 100
HERNDON, VIRGINIA 20171
(703) 406-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

MARY ELLEN SERAVALLI, ESQ.
SECRETARY
2455 HORSE PEN ROAD, SUITE 100
HERNDON, VIRGINIA 20171
(703) 406-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

Copies to:

<TABLE>
<S> <C>
JOHN D. WATSON, JR., ESQ. JEAN E. HANSON, ESQ.
MICHAEL A. BELL, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
LATHAM & WATKINS ONE NEW YORK PLAZA
1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300 NEW YORK, NEW YORK 10004
WASHINGTON, DC 20004 (212) 859-8000
(202) 637-2200
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of the Registration Statement.

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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

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 OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY THEM BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 1, 1998

PROSPECTUS

6,000,000 SHARES

[ORBCOMM(SM) LOGO]

ORBCOMM CORPORATION
COMMON STOCK

All of the 6,000,000 shares of Common Stock offered hereby (the "Offering")
will be sold by ORBCOMM Corporation (the "Company"). The Company will use the
proceeds of the Offering to purchase 6,000,000 Partnership Units (as defined) in
ORBCOMM Global, L.P., a Delaware limited partnership ("ORBCOMM"). See
"Underwriting." On consummation of the Offering and the application of the net
proceeds therefrom to purchase Partnership Units, the Company will be admitted
as a general partner of ORBCOMM and will own approximately 15.4% of the
outstanding Partnership Units (approximately 17.4% if the Underwriters'
over-allotment option is exercised in full). On consummation of the Offering,
Orbital Communications Corporation ("OCC") and Teleglobe Mobile Partners
("Teleglobe Mobile"), each a 50.0% general partner of ORBCOMM, will each own
approximately 42.3% of the outstanding Partnership Units of ORBCOMM
(approximately 41.3% if the Underwriters' over-allotment option is exercised in
full). The shares of Common Stock are equity securities of the Company and do
not represent Partnership Units in ORBCOMM. Certain terms used in this
Prospectus are defined in the Glossary of Technical Terms beginning on page G-1.

Prior to the Offering, there has been no public market for the Company's
Common Stock. It is currently estimated that the initial public offering price
of the Common Stock will be between $15.00 and $18.00 per share. For a
discussion of factors to be considered in determining the initial public
offering price, see "Underwriting."

Application has been made for quotation of the Common Stock on the Nasdaq
National Market under the symbol "ORBC."
------------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
==========================================================================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................. $ $ $
- --------------------------------------------------------------------------------------------------------------------------
Total (3)............................. $ $ $
==========================================================================================================================
</TABLE>

(1) See "Underwriting" for indemnification arrangements with the Underwriters.
(2) Before deducting expenses related to the Offering, estimated to be
$ .

(3) The Company has granted the Underwriters a 30-day option to purchase in the
aggregate up to 900,000 additional shares of Common Stock on the same terms
and conditions as set forth above, solely to cover over-allotments, if any.
The Company will use the net proceeds from the sale of any shares of Common
Stock in respect of such over-allotment option to purchase an equivalent
number of Partnership Units. If the over-allotment option is exercised in
full, the total Price to Public, Underwriting Discounts and Commissions and
Proceeds to Company will be $ , $ and $ , respectively. See
"Underwriting."

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

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them and subject to
certain conditions, including the approval of certain legal matters by counsel.
The Underwriters reserve the right to withdraw, cancel or modify the Offering
and to reject orders in whole or in part. It is expected that delivery of the
shares of Common Stock will be made against payment therefor on or about ,
1998 at the offices of Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New
York 10167.
------------------------------

Joint Lead Managers and Joint Book Runners
BEAR, STEARNS & CO. INC. J.P. MORGAN & CO.
------------------------------

The date of this Prospectus is , 1998
<PAGE> 3

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE SHORT COVERING
TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

FORWARD LOOKING INFORMATION

ORBCOMM is a development stage enterprise. Many statements in this
Prospectus are not historical and are forward looking in nature. Examples of
such forward looking statements include statements concerning ORBCOMM's
operations, prospects, markets, technical capabilities, funding needs, financing
sources, pricing, launch and commercial service schedules, cash flows and
profitability, as well as information concerning the estimated size of the
addressable markets for satellite data and messaging communications services,
future regulatory approvals, expected characteristics of competing systems and
expected actions of third parties such as equipment suppliers, International
Licensees (as defined) and VARs (as defined). These forward looking statements
are inherently predictive and speculative and no assurance can be given that any
of such statements will prove to be correct. Actual results and developments may
be materially different from those expressed or implied by such statements. See
"Risk Factors" for a discussion of various factors that, among other things,
could result in any of such forward looking statements proving to be inaccurate.

All trademarks or trade names referred to in this Prospectus are the
property of their respective owners.

i
<PAGE> 4
Simply Everywhere(SM)

ORBCOMM provides two-way data and
messaging services through the world's
first commercial low-Earth orbit
satellite communications system.

Through a constellation of low-Earth orbit satellites, a network
of terrestrial Gateways and small, relatively inexpensive subscriber
units, ORBCOMM will enable customers to collect data from
multiple locations, track assets on a global basis and transmit and
receive short text messages outside the coverage area of other
communications systems. ORBCOMM intends to provide reliable,
global communications services that are affordable, convenient and
easily accessible through the Internet, or by subscriber unit, pager, personal
computer or facsimile.

[Picture of a globe, over which is
superimposed a picture of a person typing
on a computer keyboard, with the image of
an ORBCOMM satellite appearing to the
left of the globe.]

logo:

ORBCOMM(R)
GLOBAL DATA & MESSAGING

just what customers need to know for fixed
asset monitoring, mobile asset tracking
and messaging.

Vital messages generated by a variety of applications(1) are collected and
transmitted by an appropriate subscriber unit(2) to a satellite in the ORBCOMM
constellation(3). The satellite relays these messages to an ORBCOMM Gateway
Earth Station(4). The message is sent through a Gateway Control Center(5) to
its destination, through the Internet or other terrestrial networks, to a
personal computer, or to a subscriber unit, pager or facsimile
machine(6).

[The above text is superimposed over a two-page picture of the surface of the
Earth, on which appear the following additional pictures:

(1) Includes pictures (from left to right) depicting actual and proposed
ORBCOMM applications for fixed asset monitoring, including monitoring of power
consumption, tank level and pipeline corrosion; mobile asset tracking,
including tracking government, trailer and heavy equipment vehicle location; and
status and messaging, including personal messaging, traveler's aid and
automotive.

(2) Identifies different models of subscriber units suitable for use with
the ORBCOMM system, including (from left to right) a Scientific-Atlanta meter
reading subscriber unit, a Stellar Satellite Communications, Ltd. data
subscriber unit, a Panasonic data subscriber unit, a Torrey Science data
subscriber unit, a Magellan messaging subscriber unit and a CTI messaging
subscriber unit that is in development.

(3) An image of an ORBCOMM satellite appears in the sky above the surface
of the Earth, with two-way arrows pointing to each of the pictures of the
subscriber units that appear below the satellite.

(4) A picture of a Gateway Earth Station appears to the right of the
picture of the satellite, with a two-way arrow pointing from the satellite to
the Gateway Earth Station.

(5) A picture of the Gateway Control Center appears to the right of the
picture of the Gateway Earth Station, with two-way arrows pointing from the
Gateway Control Center to the Gateway Earth Station and each of the
pictures included in paragraph (6) below.

(6) Pictures (one on top of the other) that represent the different means
of receiving messages through the ORBCOMM system appear to the right of the
Gateway Control Center, including (in order) a personal computer, a subscriber
unit, a pager and a facsimile machine, with two-way arrows pointing from each
picture to the Gateway Control Center.]

<PAGE> 5

[This Page Intentionally Left Blank.]
<PAGE> 6

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this Prospectus. For
purposes of this Prospectus, unless otherwise indicated or the context otherwise
requires, references to "ORBCOMM" refer to ORBCOMM Global, L.P., a Delaware
limited partnership, and references to the "Company" refer to ORBCOMM
Corporation, a Delaware corporation and the issuer of the Common Stock. The
Company was incorporated in March 1998 for the sole purpose of investing in and
acting as a general partner of ORBCOMM. Unless otherwise indicated, all
information contained in this Prospectus assumes that: (i) the Underwriters'
over-allotment option is not exercised; and (ii) the Restructuring (as defined)
is complete. Prospective investors should carefully consider the specific
matters set forth under "Risk Factors" beginning on page 11, as well as the
other information and data included in this Prospectus.

THE COMPANY AND ORBCOMM

ORBCOMM Global, L.P. ("ORBCOMM") provides two-way monitoring, tracking and
messaging services through the world's first commercial low-Earth orbit ("LEO")
satellite-based data communications system. ORBCOMM believes that it will
provide a reliable, cost-effective method of providing fixed asset monitoring,
mobile asset tracking and messaging services to a broad range of customers
around the world, enabling such customers to collect data from multiple
locations, track assets on a global basis and transmit and receive short text
messages outside the coverage area of other systems.

The ORBCOMM system architecture employs a network of independently operated
satellites allowing ORBCOMM to provide service prior to completion of its
satellite constellation. As additional satellites are added to the ORBCOMM
system, ORBCOMM is able to provide enhanced service, including increased system
capacity and availability, and increased system redundancy. ORBCOMM has launched
12 satellites to date and expects to launch 16 additional satellites in the
third quarter of 1998, which will complete its planned 28-satellite
constellation. An additional eight satellites that will create a planned
36-satellite enhanced constellation with increased capacity and improved service
in equatorial regions are expected to be launched in the third quarter of 1999.

Since early 1996, ORBCOMM has been providing limited commercial service in
the United States through ORBCOMM's initial two satellites, each of which has a
design life of four years beginning on the date it was placed in commercial
service. ORBCOMM has begun to place in commercial service satellites that were
launched in late 1997 and early 1998 and, as a result, ORBCOMM has begun to
offer commercial service on a broader basis. ORBCOMM expects to have the ability
to significantly expand its commercial services in the fourth quarter of 1998 in
the United States and other temperate zones (as defined), when 16 additional
satellites are expected to be placed in commercial service. Service outside the
United States will be expanded as the necessary ground infrastructure is
completed and the necessary regulatory approvals are received. Based on
ORBCOMM's experience, ground infrastructure is generally completed within 12 to
24 months after execution of a ground procurement contract and regulatory
approvals are generally received within two to 12 months after submission of a
regulatory application. ORBCOMM cannot predict with certainty when ORBCOMM
services will be available on a worldwide basis, although ORBCOMM expects to
have the ability to offer enhanced service in equatorial regions in the fall of
1999, when the final eight satellites of the planned 36-satellite enhanced
constellation are scheduled to be placed in commercial service. Certain ORBCOMM
system satellites have experienced anomalies or outages. See "Risk
Factors -- Technology Risks -- Design and Operation Risks and Existing Anomalies
and Outages."

ORBCOMM is targeting specific markets for its data communications services,
including those in which potential customers currently have geographically
limited or otherwise inefficient methods of obtaining information. ORBCOMM's
current primary target markets include: (i) fixed asset monitoring services for
electric utility meters, oil and gas storage tanks, wells and pipelines and
environmental projects; (ii) mobile asset tracking services for commercial
trucks, trailers, containers, rail cars, heavy equipment, fishing vessels,
barges and government assets; and (iii) messaging services for consumers and
commercial and government entities. Future target markets are expected to
include: (i) tracking, messaging and security services for
<PAGE> 7

automobiles; (ii) monitoring applications for home security systems; and (iii)
additional U.S. and foreign government applications. Based on market analyses
conducted by and on behalf of ORBCOMM, ORBCOMM estimates that the current
addressable market worldwide for data and messaging services of the type that
can be provided by Little LEO (as defined) systems such as ORBCOMM's is in
excess of 160 million subscriber units.

ORBCOMM has made substantial progress toward its goal of full commercial
operation of the ORBCOMM system. ORBCOMM has entered into agreements with over
45 value-added resellers ("VARs"), each of which is authorized to market and
distribute ORBCOMM services within specific regions and to targeted industries
or markets. ORBCOMM has also established two internal value-added resellers
("Internal VARs") to market and distribute monitoring and tracking services to
the oil and gas and transportation industries. In addition, ORBCOMM has entered
into agreements with 14 international licensees ("International Licensees") that
are expected to market and distribute ORBCOMM services in approximately 100
countries within North and South America, Europe, Asia, the Middle East and
Africa following completion of the necessary ground infrastructure and receipt
of the necessary regulatory and other approvals. ORBCOMM has also entered into
agreements with six subscriber unit manufacturers, Kyushu Matsushita Electric
Company, Ltd. (also known as "Panasonic"), Scientific-Atlanta, Inc., also a VAR
("Scientific-Atlanta"), Magellan Corporation ("Magellan"), Stellar Electronics
Ltd. ("Stellar"), Torrey Science Corporation ("Torrey") and Communications
Technology Inc. ("CTI"), and has type approved eleven subscriber unit models for
commercial use with the ORBCOMM system. Four subscriber unit manufacturers have
commenced production of subscriber units that can be used for electric utility
meter, oil and gas storage tank, well and pipeline and environmental monitoring
and commercial truck, trailer, container, rail car, heavy equipment, fishing
vessel and government asset tracking applications. To date, ORBCOMM believes
that approximately 8,000 subscriber units have been produced, of which Panasonic
and Stellar have produced approximately 6,500 and 1,100 subscriber units,
respectively. To date, ORBCOMM believes that approximately 1,100 subscriber
units have been sold directly to entities other than ORBCOMM and its affiliates.

The ORBCOMM system consists of small and relatively inexpensive satellites
and subscriber units and a relatively low-cost ground infrastructure compared to
Big LEO (as defined) systems. Such systems are designed primarily to provide
voice services and require satellite systems that are estimated to cost between
$2.3 billion and $3.7 billion. ORBCOMM expects that the aggregate cost to
design, construct, launch and place in commercial service the planned
36-satellite enhanced constellation and design and construct the associated
ground infrastructure in the United States (the "U.S. Ground Segment"), which
includes an ORBCOMM system gateway (the "U.S. Gateway") and the master network
control center for the entire ORBCOMM network (the "Network Control Center"),
will be approximately $332 million through the third quarter of 1999, when the
final eight satellites of such enhanced constellation are expected to be
launched, of which approximately $256 million had been spent through March 31,
1998, excluding capitalized interest. On consummation of the Offering and the
application of the net proceeds therefrom to purchase partnership units in
ORBCOMM ("Partnership Units"), and taking into account the capital contributions
of ORBCOMM's current partners, the deferral of invoicing of certain amounts
otherwise due under the Procurement Agreement (as defined) as described in
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources and the net proceeds of the Notes
Offering (as defined) and the MetLife Note (as defined), ORBCOMM believes that
it will have sufficient funds to meet its anticipated net cash loss from
operations and capital needs through the third quarter of 1999, when the last
eight satellites of the planned 36-satellite enhanced constellation are expected
to be launched. See "Risk Factors -- Financing Risks -- Additional Funding
Requirements" and "Risk Factors -- Forward Looking Statements and Market
Estimates."

RISK FACTORS

See "Risk Factors" beginning on page 11 for a discussion of certain factors
that should be considered by prospective investors in the Common Stock offered
hereby including, among others, "-- Development Stage Enterprise -- Expectation
of Continued Net Losses," "-- Development Stage Enterprise -- Limited Operat-

2
<PAGE> 8

ing and Financial Data," "-- Technology Risks -- Design and Operation Risks and
Existing Anomalies and Outages," "-- Technology Risks -- Launch Risks," and
"-- Technology Risks -- Schedule Delays."

SERVICE OFFERINGS

ORBCOMM believes that it will provide a reliable, cost-effective method of
providing fixed asset monitoring, mobile asset tracking and messaging services
to a broad range of customers around the world. ORBCOMM intends to integrate the
ORBCOMM system with related applications software and hardware developed by or
for ORBCOMM, International Licensees or third parties that address the needs of
specific industries and market segments. ORBCOMM's estimates of the current
addressable market for various market segments, as set forth in this Prospectus,
are based on a review and analysis of secondary market data supplemented with
primary market research conducted by or on behalf of ORBCOMM.

Fixed Asset Monitoring. ORBCOMM believes its services will provide a means
of collecting data from assets in multiple locations around the world, thereby
allowing customers to monitor productivity, minimize "downtime" and realize
other operational benefits. Ultimately, ORBCOMM also expects to provide a method
of controlling the functions of such assets, for example, by remotely operating
valves, electrical switches and other devices, providing further operational,
economic and competitive advantages. Primary applications currently include or
are expected to include monitoring and control applications for: (i) electric
utility meters; (ii) oil and gas storage tanks and wells; (iii) oil and gas
pipelines; and (iv) environmental projects. Many of the customers for these
applications manage numerous, widely dispersed assets in locations not currently
or adequately served by other communications systems. ORBCOMM estimates that the
size of the addressable market for these applications worldwide is approximately
61 million subscriber units in 1998. ORBCOMM subscriber units are currently
being used for beta test or operational monitoring applications for electric
utility meters, oil and gas storage tanks, wells and pipelines and environmental
projects.

Messaging. The ORBCOMM system is designed to provide short, alphanumeric
two-way paging-like communications services on a global basis. ORBCOMM believes
that its customers will use the ORBCOMM system to transmit messages ranging in
length from six to 200 characters. ORBCOMM plans to introduce messaging services
in the United States in the fall of 1998 and thereafter on a global basis as the
necessary ground infrastructure is completed, the necessary regulatory approvals
are received and, in equatorial regions, as additional satellites are launched.
ORBCOMM expects that messaging customers will include a broad range of consumer,
commercial and government customers that require a means of communicating with
various locations such as their offices, dispatch centers, command posts or
homes or that require the ability to send priority messages or position
information. ORBCOMM estimates that the size of the addressable market for
certain of these applications worldwide is approximately 40 million subscriber
units in 1998. ORBCOMM expects that messaging subscriber units that can be used
in the United States and certain other regions will be commercially available
from Magellan in mid-1998 and thereafter from one or more other manufacturers.

3
<PAGE> 9

government applications. ORBCOMM estimates that the size of the addressable
markets for automotive and home security system applications is approximately 52
million subscriber units in 1998.

DISTRIBUTION CHANNELS

ORBCOMM markets its services to customers within the United States
indirectly through VARs and directly through Internal VARs, and internationally
through International Licensees that may distribute ORBCOMM services directly or
through a distribution network.

VARs. ORBCOMM's VARs target industries or markets within specific regions.
Many VARs have an established market presence through their current customer
bases, industry knowledge, market-specific brand name recognition and
distribution networks. Such market experience and customer bases enable the VARs
to develop software and information systems for specific consumer, commercial
and government applications, thereby enhancing the functionality of the ORBCOMM
system. To date, ORBCOMM has entered into agreements with over 45 VARs,
including Scientific-Atlanta, ARINC, Inc. ("ARINC"), Sky-Eye Railway Services
International ("Sky-Eye"), Intrex Data Communications Group ("Intrex") and Titan
Industries, Inc. ("Titan").

Internal VARs. In 1997, ORBCOMM established two Internal VARs to market
and distribute monitoring and tracking services to the oil and gas and
transportation industries. The Internal VARs are working closely with customers
to develop and integrate the ORBCOMM system with related applications hardware
and software. The Internal VAR for fixed asset monitoring applications has
application software and an information system that are capable of monitoring
oil and gas storage tanks and wells commercially available and being used by
both operational and beta test customers. In the third quarter of 1998, the
second Internal VAR plans to begin beta testing for mobile asset tracking
applications with customers that include one of the largest operators of
trucking fleets in the United States. ORBCOMM may establish additional Internal
VARs to market and distribute applications to the automotive and other
industries and to provide messaging services.

International Licensees. Outside the United States, ORBCOMM will
distribute its services through International Licensees that are responsible
for, among other things, paying to ORBCOMM a monthly satellite usage fee and in
certain cases a license fee, procuring from ORBCOMM and installing the necessary
ground infrastructure, obtaining the necessary regulatory and other approvals
and marketing and distributing ORBCOMM services in their designated regions. As
of May 31, 1998, ORBCOMM had received approximately $18.4 million in fees and
other payments from the International Licensees. In 1998, ORBCOMM expects to
receive additional cash payments of approximately $36.0 million under agreements
with International Licensees assuming certain milestones are achieved,
including: (i) acceptance of Gateways by the International Licensees; (ii)
launch of additional satellites by ORBCOMM; and (iii) receipt of regulatory
approvals by the International Licensees. ORBCOMM has entered into agreements
with 14 International Licensees, including a European consortium led by Nuova
Telespazio, S.p.A., and a Japanese consortium that includes Okura & Co. Ltd.,
Mitsui & Co. Ltd., Kyushu Matsushita Electric Co. Ltd. and KDD Co. Ltd. These
International Licensees are expected to market and distribute ORBCOMM services
in approximately 100 countries following completion of the necessary ground
infrastructure and receipt of the necessary regulatory and other approvals in
their respective regions. ORBCOMM continues to negotiate with potential
International Licensees and expects to execute agreements with several
additional International Licensees during 1998. ORBCOMM or the International
Licensees or third parties have received full or limited regulatory approvals in
a total of 14 countries. In particular, in addition to the United States, full
regulatory approvals to provide ORBCOMM services have been received in Canada,
Japan, Malaysia and Argentina. ORBCOMM, through the International Licensees and
other third parties, currently has temporary, experimental, testing and
demonstration or business licenses in Germany, Italy, South Korea, Spain,
Sweden, Northern Ireland, Chile, South Africa, Iceland and Namibia, which
licenses permit a range of activities including the right to test and
demonstrate or operate the ORBCOMM system on a temporary or otherwise limited
basis.

4
<PAGE> 10

BUSINESS STRATEGY

Key components of ORBCOMM's business strategy include:

Reliable, Global Coverage. ORBCOMM believes that the integration of proven
technologies into the ORBCOMM system and the redundancy provided by the ORBCOMM
satellite constellation will enable it to provide reliable, global, two-way data
and messaging communications services. ORBCOMM's distributed constellation
architecture, consisting of numerous LEO satellites, is designed not only to
provide global coverage but also to reduce potential risks associated with the
loss or outage of one or more satellites.

First-to-Market Advantage. ORBCOMM began providing limited commercial
service in the United States in February 1996 and expects to have the ability to
provide expanded service in the United States and other temperate zones in the
fourth quarter of 1998 and enhanced service in equatorial regions in the fall of
1999. Based on published reports, ORBCOMM believes that other Little LEO
constellations are not expected to be fully operational until after the year
2000. ORBCOMM believes being first to market with its Little LEO system provides
it with the opportunity to achieve a significant competitive advantage and
therefore a greater market penetration because of its ability to: (i) establish
certain industry standards for hardware and software applications; (ii)
demonstrate the ORBCOMM system in an actual operating environment; (iii) deploy
an installed base of subscriber units; (iv) solidify customer relationships; and
(v) create relationships with leading VARs, International Licensees, subscriber
unit manufacturers and other hardware and software developers.

Global Marketing and Distribution of Services. ORBCOMM believes that it
can rapidly achieve a global presence by capitalizing on the customer
relationships, technical expertise and other resources of the VARs, Internal
VARs and International Licensees.

Commitment and Expertise of Strategic Partners. Orbital Sciences
Corporation ("Orbital"), through Orbital Communications Corporation ("OCC"), and
Teleglobe Inc. ("Teleglobe") and Teleglobe's partner Technology Resources
Industries Bhd. ("TRI"), through Teleglobe Mobile Partners ("Teleglobe Mobile"),
had invested an aggregate of approximately $190 million in ORBCOMM through May
31, 1998. Orbital is a U.S.-based space and information systems company;
Teleglobe is a North American-based overseas telecommunications carrier; and TRI
is an affiliate of the largest cellular operator in Malaysia. ORBCOMM has used
and will continue to use the expertise and capabilities of its current partners,
including their expertise in the design, construction and launch of satellites
and the marketing and operation of communications networks, to enhance the
services offered by the ORBCOMM system.

STRUCTURE

On consummation of the Offering and the application of the net proceeds
therefrom to purchase Partnership Units, the Company will become a general
partner of ORBCOMM and is expected to own approximately 15.4% of the outstanding
Partnership Units (approximately 17.4% if the Underwriters' over-allotment
option is exercised in full). On consummation of the Offering, each of OCC and
Teleglobe Mobile, the current general partners (together with the Company, the
"General Partners") of ORBCOMM, will own approximately 42.3% of the outstanding
Partnership Units (approximately 41.3% if the Underwriters' over-allotment
option is exercised in full). Unless otherwise indicated, the term "Partners"
includes the Company, OCC and Teleglobe Mobile and any partners subsequently
admitted as partners of ORBCOMM, collectively. Neither OCC nor Teleglobe Mobile
has made a commitment to purchase any shares of Common Stock in the Offering.
However, depending on market conditions, OCC or Teleglobe Mobile may consider
purchasing some portion of shares of Common Stock to facilitate the Offering.

On consummation of the Offering: (i) each of OCC and Teleglobe Mobile will
contribute to ORBCOMM their respective two percent partnership interests in
ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM International Partners, L.P.
("ORBCOMM International" and, together with

5
<PAGE> 11

ORBCOMM USA, the "Marketing Partnerships"), two limited partnerships that were
previously formed for the purpose of marketing ORBCOMM services in the United
States and internationally, respectively, dissolve each of the Marketing
Partnerships and amend or terminate certain agreements to which either or both
of the Marketing Partnerships is a party; and (ii) OCC, Teleglobe Mobile and the
Company will enter into the Amended and Restated Agreement of Limited
Partnership of ORBCOMM Global, L.P. (the "Partnership Agreement") and the
Company will be admitted as a General Partner of ORBCOMM (collectively, the
"Restructuring"). ORBCOMM and the Marketing Partnerships are collectively
referred to as ORBCOMM. See "The Company and Relationships Among the ORBCOMM
Parties" for a description and diagram of the organizational structure. See also
"Certain Relationships and Related Transactions" and "Description of the
Partnership Agreement."

RECENT DEVELOPMENTS

In connection with the Offering, ORBCOMM solicited (the "Consent
Solicitation"), and has received the consent of, the registered holders (the
"Holders") of its 14% Senior Notes due 2004 with Revenue Participation Interest
(the "Notes") to amend certain provisions of the indenture (the "Indenture")
dated August 7, 1996, among ORBCOMM, ORBCOMM Global Capital Corp., the
guarantors named therein and Marine Midland Bank, as trustee. The amendments
permit the Offering and facilitate other business objectives. The amendments
will become operative on consummation of the Offering. See "Description of the
Senior Notes -- Amendments to the Indenture."

Since late December 1997, ORBCOMM has launched ten satellites, eight of
which have been placed in commercial service to date. ORBCOMM expects to place
the remaining two satellites in commercial service by the end of the third
quarter of 1998. Certain satellites have experienced anomalies and outages. See
"Risk Factors -- Technology Risks -- Design and Operation Risks and Existing
Anomalies and Outages."

The principal executive offices of each of ORBCOMM and the Company are
located at 2455 Horse Pen Road, Suite 100, Herndon, Virginia 20171 and their
telephone number is (703) 406-6000. ORBCOMM's Internet address is
http://www.orbcomm.com.

6
<PAGE> 12

SOURCES AND USES OF FUNDS BY ORBCOMM
(IN MILLIONS)

The following table summarizes the estimated sources and uses of funds by
ORBCOMM for the period from June 30, 1993 (date of inception) through the third
quarter of 1999. The estimate of total sources and uses of funds is forward
looking and could vary, perhaps substantially, from actual results and events,
some of which may be outside of ORBCOMM's control, including unanticipated
expenses and delays. See "Risk Factors -- Forward Looking Statements and Market
Estimates."

ORBCOMM believes that the net proceeds of the Offering and the application
of the net proceeds therefrom to purchase Partnership Units, the capital
contributions of ORBCOMM's current partners, the invoice deferrals by Orbital
and the net proceeds of the Notes Offering and the MetLife Note will be
sufficient to fund ORBCOMM's anticipated net cash loss from operations and
capital expenditures through the third quarter of 1999, when the final eight
satellites of the planned 36-satellite enhanced constellation are expected to be
launched. ORBCOMM's ability to generate revenues is subject to numerous
uncertainties. Additional funds may be necessary in the event of launch or other
delay, loss or inoperability of satellites, cost overruns or any shortfall in
estimated levels of operating cash flows, or to meet other unanticipated
expenses. There can be no assurance that ORBCOMM will be able to obtain any such
additional financing on favorable terms, on a timely basis or at all. See "Risk
Factors -- Technology Risks -- Schedule Delays," "Risk Factors -- Technology
Risks -- Cost Increases," "Risk Factors -- Financing Risks -- Additional Funding
Requirements" and "Risk Factors -- Forward Looking Statements and Market
Estimates." The following table does not take into account the deferral of
vendor invoicing by Orbital under the Procurement Agreement or the repayment of
such invoices by ORBCOMM.

<TABLE>
<CAPTION>
SOURCES OF FUNDS
----------------
<S> <C>
Current Partners' capital(1)......... $190
Net proceeds of the sale of the
Notes(2)........................... 164
Net proceeds of the Offering(3)...... 90
Other indebtedness................... 5
----
Total sources.............. $449
====
</TABLE>

<TABLE>
<CAPTION>
USES OF FUNDS
-------------
<S> <C>
ORBCOMM system:
Satellite construction and launch
services........................ $244
U.S. Ground Segment(4)............. 39
Insurance.......................... 17
Other system costs(5).............. 32
----
Total system costs(6)...... 332
Debt repayment and interest
expense(7)......................... 78
Cash used in or available for
operations(8)...................... 39
----
Total uses................. $449
====
</TABLE>

- ---------------
(1) All $190 million was invested by OCC and Teleglobe Mobile in ORBCOMM as of
May 31, 1998.
(2) Represents $170 million of gross proceeds of the offering of the Notes (the
"Notes Offering"), including funds used to purchase a portfolio of U.S.
government securities pledged as security for repayment of principal and
interest on the Notes (the "Pledged Securities") in an amount sufficient to
make scheduled interest payments on the Notes through August 15, 1998, less
discounts and commissions and other expenses of the Notes Offering. See
"Description of the Senior Notes."

(3) Reflects the purchase by the Company of 6,000,000 Partnership Units with the
net proceeds of the Offering, assuming an initial public offering price of
$16.50 per share of Common Stock (the mid-point of the estimated initial
public offering price range set forth on the cover page of this Prospectus)
and total net proceeds to the Company from the Offering of $90.0 million
(after expenses of the Offering, estimated to be $2.3 million).

(4) Represents the total costs to design and construct the U.S. Ground Segment.
Assumes that costs to construct Gateways located outside of the United
States are incurred by International Licensees. See "Risk
Factors -- Operating Risks -- Reliance on Third Parties -- Reliance on
International Licensees."
(5) Represents certain project management costs; engineering costs related to
laboratory facilities, test equipment and product development; development
and certain operating costs associated with the ORBCOMM customer care and
billing system; and other costs.
(6) Through March 31, 1998, ORBCOMM spent approximately $255.9 million on
satellite constellation design, construction and launch services, design and
construction of the U.S. Ground Segment and insurance and other system costs
(excluding $40.5 million of capitalized interest).
(7) Represents required fixed interest payments on the Notes and scheduled
payments of principal and interest (at an interest rate of 9.2% per annum)
related to the Loan and Security Agreement dated December 22, 1994 between
MetLife Capital Corporation ("MetLife") and ORBCOMM (the "MetLife Note"), in
each case through the third quarter of 1999. Through March 31, 1998, ORBCOMM
spent $43.5 million in debt repayment and interest expense.
(8) Through March 31, 1998, ORBCOMM spent $60.8 million in operating and other
related costs (including cost of product sales, engineering, marketing and
general administrative and other expenses, and working capital). The balance
of cash used in or available for operations is available to cover operating
expenses through the third quarter of 1999. There can be no assurance that
such funds, together with the sources of funds set forth above, will be
sufficient to cover such expenses. See "Risk Factors -- Financing Risks --
Additional Funding Requirements."

7
<PAGE> 13

SUMMARY FINANCIAL DATA

THE COMPANY

The summary financial data of the Company presented below as of March 31,
1998 are derived from the audited balance sheet of the Company. The summary
financial data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations," the
Company's balance sheet as of March 31, 1998 and the notes thereto and ORBCOMM's
combined financial statements as of December 31, 1996 and 1997 and for each of
the years in the three-year period ended December 31, 1997 and the notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
------------------------
ACTUAL AS ADJUSTED (1)
------ ---------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Investments in ORBCOMM...................................... $ -- $ 90,000
Total assets................................................ -- 90,000
Total stockholders' equity.................................. -- 90,000
</TABLE>

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

(1) As adjusted to reflect the issuance and sale by the Company of the 6,000,000
shares of Common Stock offered hereby, assuming an initial public offering
price of $16.50 per share of Common Stock (the mid-point of the estimated
initial public offering price range set forth on the cover page of this
Prospectus), total net proceeds to the Company of the Offering of $90.0
million and an aggregate purchase price of approximately $90.0 million for
the 6,000,000 Partnership Units purchased by the Company. See "Use of
Proceeds" and "Capitalization."

ORBCOMM

The summary combined financial data of ORBCOMM presented below under the
captions "Combined Statements of Operations Data" and "Combined Balance Sheets
Data" for, and as of, each of the years in the five-year period ended December
31, 1997, are derived from the audited combined financial statements of ORBCOMM.
The summary combined financial data of ORBCOMM presented below under the
captions "Combined Statements of Operations Data" and "Combined Balance Sheets
Data" for, and as of, each of the three months ended March 31, 1997 and 1998,
are derived from ORBCOMM's unaudited combined financial statements, which, in
management's opinion, reflect all normal recurring adjustments necessary to
fairly present this information when read in conjunction with the combined
financial statements and the notes thereto included elsewhere in this
Prospectus. The summary combined financial data set forth below should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and ORBCOMM's combined financial statements as of
December 31, 1996 and 1997 and for each of the years in the three-year period
ended December 31, 1997 and the notes thereto included elsewhere in this
Prospectus.

8
<PAGE> 14

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
-------------------------------------------- --------------------
1993 1994 1995 1996 1997 1997 1998
---- ------ ------ -------- -------- -------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT OTHER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
COMBINED STATEMENTS OF
OPERATIONS DATA:
Total revenues (1)............. $749 $2,093 $2,260 $ 400 $ 268 $ 127 $ 305
Cost of product sales.......... -- -- -- 268 517 124 286
Depreciation................... -- -- -- 6,198 7,348 1,718 1,903
Engineering expenses (2)....... -- -- -- 5,453 8,160 1,580 2,654
Marketing expenses............. 749 2,093 2,232 6,832 10,673 1,847 4,278
General, administrative and
other expenses............... -- 9 50 4,777 9,722 1,305 2,090
Interest income, net........... -- -- 59 3,554 4,545 2,016 218
---- ------ ------ -------- -------- ------- --------
Net income (loss).............. $ -- $ (9) $ 37 $(19,574) $(31,607) $(4,431) $(10,688)
==== ====== ====== ======== ======== ======= ========
OTHER DATA: (3)
Number of VARs................. -- 2 15 29 41 34 45
Number of International
Licensees.................... -- -- 1 5 12 7 13
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
-------------------------
ACTUAL AS ADJUSTED(4)
-------- --------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
COMBINED BALANCE SHEETS DATA:
Cash, cash equivalents and investments (5).................. $ 32,035 $ 122,035
ORBCOMM system, net (6)..................................... 280,916 280,916
Total assets................................................ 345,799 435,799
Total long-term debt........................................ 172,015 172,015
Total Partners' capital..................................... 115,467 205,467
</TABLE>

- ------------------------------
(1) ORBCOMM is a development stage enterprise. Total revenues for the years
ended December 31, 1993, 1994 and 1995 represent a non-refundable fee
received from a potential International Licensee and revenues from OCC with
respect to certain marketing costs.
(2) Prior to 1996, ORBCOMM capitalized substantially all engineering expenses as
part of the total costs of the ORBCOMM system. See footnote 6 below.
(3) Other Data is calculated as of the end of the period presented.

(4) Reflects the purchase by the Company of 6,000,000 Partnership Units with the
net proceeds of the Offering, assuming an initial public offering price of
$16.50 per share of Common Stock (the mid-point of the estimated initial
public offering price range set forth on the cover page of this Prospectus)
and total net proceeds to the Company from the Offering of $90.0 million
(after expenses of the Offering, estimated to be $2.3 million).

(5) Includes the aggregate principal amount of Pledged Securities of
approximately $10.6 million and the amount in a segregated account related
to the MetLife Note of approximately $2.5 million, respectively. See
"Description of the Senior Notes."
(6) Represents the aggregate costs of satellite constellation design,
construction and launch services, design and construction of the U.S. Ground
Segment and insurance and other system costs (including $40.5 million of
capitalized interest), net of accumulated depreciation.

9
<PAGE> 15

THE OFFERING

Offering...................... 6,000,000 shares

Common Stock to be outstanding
after the Offering.......... 6,000,000 shares (1)(2)

Use of Proceeds............... The net proceeds of the Offering are estimated
to be approximately $90.0 million
(approximately $103.8 million if the
Underwriters' over-allotment option is
exercised in full) assuming an initial public
offering price of $16.50 per share (the
mid-point of the estimated initial public
offering price range set forth on the cover
page of this Prospectus). The net proceeds of
the Offering will be used by the Company to
purchase 6,000,000 Partnership Units,
representing approximately 15.4% of the
outstanding Partnership Units of ORBCOMM
(6,900,000 Partnership Units, representing
approximately 17.4% of the outstanding
Partnership Units of ORBCOMM if the
Underwriters' over-allotment option is
exercised in full). ORBCOMM will use the net
proceeds of the sale of Partnership Units to
the Company primarily for: (i) the design,
construction and launch of the planned
36-satellite enhanced constellation; (ii)
related development, operating and marketing
expenses, including expenses incurred in
connection with Internal VARs; (iii) the
payment of interest on the Notes and scheduled
payments of principal and interest on the
MetLife Note; (iv) the payment of fees and
expenses of the Consent Solicitation; and (v)
other general corporate purposes related to
commercial deployment of the ORBCOMM system.
See "Use of Proceeds."

Proposed Nasdaq National
Market Symbol............... "ORBC"

ORBCOMM Partnership Units
outstanding after the
Offering.................... 38,801,310 Partnership Units(1)(2)
- ------------------------------

(1) If the Underwriters' over-allotment option is exercised in full, there will
be 6,900,000 shares of Common Stock and 39,701,310 Partnership Units
outstanding immediately following the Offering and the Company will own
6,900,000 Partnership Units.

(2) Excludes options issued under the Orbital Communications Corporation 1992
Stock Option Plan (the "OCC Stock Option Plan"), which on consummation of
the Offering are expected to be converted into options to purchase shares of
Common Stock reserved for issuance under The 1998 Equity Plan of ORBCOMM
Corporation and ORBCOMM Global, L.P. (the "Equity Plan"), of which, assuming
such conversion had taken place, options to purchase 3,320,797 shares of
Common Stock have been granted and options to purchase 1,629,641 shares of
Common Stock were exercisable at May 31, 1998 at a weighted average exercise
price of $6.60 per share. See "Management -- Equity Plan."

10
<PAGE> 16

RISK FACTORS

An investment in the Common Stock offered hereby is speculative in nature
and involves a high degree of risk. Because the sole asset of the Company will
be its Partnership Units in ORBCOMM, prospective investors should carefully
consider the following risk factors related to both the Company and ORBCOMM, in
addition to the other information contained elsewhere in this Prospectus, in
evaluating whether to make an investment in the Company prior to purchasing
shares of Common Stock in the Offering.

DEVELOPMENT STAGE ENTERPRISE

EXPECTATION OF CONTINUED NET LOSSES. ORBCOMM is a development stage
enterprise that has generated only nominal revenues from its limited operations
to date. ORBCOMM has incurred cumulative net losses of $61.8 million through
March 31, 1998 and expects losses to continue for at least the next two years.
ORBCOMM commenced limited commercial service in the United States in February
1996 with the first two satellites in the planned 36-satellite enhanced
constellation. ORBCOMM's activities have focused primarily on the acquisition of
U.S. regulatory approvals for the operation of the ORBCOMM system, the design,
construction and launch of satellites, the design and construction of associated
ground network and operating systems (including associated software), the
development of subscriber unit manufacturing sources, the negotiation of
agreements with VARs and International Licensees, the development of Internal
VARs, the development of customer software and hardware applications,
preliminary marketing and sales activities associated with ORBCOMM's limited
commercial operations to date and the hiring of key personnel. The continued
development of ORBCOMM's business will require significant capital expenditures,
a substantial portion of which will need to be incurred prior to the time, if
any, that ORBCOMM realizes significant revenues from the ORBCOMM system.
Together with ORBCOMM's operating expenses, these capital expenditures will
result in negative cash flows until such time, if any, as ORBCOMM establishes an
adequate revenue-generating customer base. No assurances can be given that, or
when, ORBCOMM will have positive cash flows or become profitable. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

LIMITED OPERATING AND FINANCIAL DATA. Prospective investors have limited
operating and financial data about ORBCOMM on which to base an evaluation of
ORBCOMM's business performance or an investment in the Common Stock. To date,
ORBCOMM has conducted only limited commercial operations. ORBCOMM's ability to
provide commercial service in key markets or on a global basis and to generate
positive operating cash flows will depend on its ability to, among other things:
(i) successfully construct, launch, place in commercial service, operate and
maintain the ORBCOMM satellites in a timely and cost-effective manner; (ii)
develop and integrate the various ORBCOMM system segments (including the
satellites, the ground and control infrastructure and the hardware and software
used in connection with customer applications); (iii) develop distribution
capabilities within the United States and licensing and distribution
arrangements outside the United States sufficient to capture and retain an
adequate customer base; (iv) install the necessary ground infrastructure and
obtain the necessary regulatory and other approvals outside the United States
through its existing or future International Licensees; and (v) provide for the
timely design, manufacture and distribution of subscriber units in sufficient
quantities, with appropriate functional characteristics and at competitive
prices, for various applications. Given ORBCOMM's limited operating history,
there can be no assurance that it will be able to achieve these objectives or
develop a sufficiently large revenue-generating customer base to achieve
profitability. See "-- Technology Risks -- Design and Operation Risks and
Existing Anomalies and Outages."

TECHNOLOGY RISKS

DESIGN AND OPERATION RISKS AND EXISTING ANOMALIES AND OUTAGES. Individual
ORBCOMM satellites have limited internal redundancy against technical failure. A
number of factors will affect the useful lives of the ORBCOMM satellites,
including the quality of design and construction, the expected gradual
environmental degradation of solar panels, batteries and electronics or other
components, the durability of component parts and the orbits in which the
satellites are placed. Random failure of satellite components could result in
damage to or loss of one or more satellites. In some cases, satellites could be
damaged or destroyed by
11
<PAGE> 17

electrostatic storms, high levels of radiation or, in rare cases, collisions
with other objects. There can be no assurance that the longevity of an ORBCOMM
satellite will not be affected by any of these or other factors or events.

Premature failure or interruption of satellites, including temporary
losses, that for whatever reason are not promptly corrected or replaced, could,
among other things, cause gaps in service availability, significantly degrade
service quality and result in loss of revenue for the period that service is
compromised and, as a result, could have a material adverse effect on ORBCOMM's
financial condition and results of operations.

Since late December 1997, ORBCOMM has launched ten satellites. To date,
ORBCOMM has placed eight of these satellites in commercial service. Eight of the
satellites launched since December 1997 experienced an anomaly in their solar
power system resulting in reduced power margins. ORBCOMM believes, based on
tests performed to date, that these satellites, all of which were designed to
produce approximately 225 watts of power, are currently capable of producing
between approximately 120 to 220 watts of power, which is greater than the power
required to operate the satellites. Accordingly, ORBCOMM believes that each
satellite will be capable of producing sufficient power to meet its planned
service requirements during its design life.

Of the satellites experiencing power anomalies, two satellites have
experienced an anomaly in their subscriber transmitters that currently results
in the inability of such satellites to transmit data to subscriber units.
Orbital and ORBCOMM are developing software that is intended to bypass the
anomaly so that such satellites can perform substantially all of their
functions, although, even if successful, the coverage footprint of the affected
satellites will be reduced. Orbital and ORBCOMM are also taking similar action,
with a similar effect, to reduce the likelihood that such an anomaly will occur
with respect to the other in-orbit satellites launched since December 1997.
Orbital and ORBCOMM believe they have identified the reason for both of these
anomalies and that they are being addressed on future satellites.

With respect to its initial two satellites launched in April 1995, ORBCOMM
has experienced certain technical difficulties including outages of certain
electronic systems and subsystems, resulting in the inability during such
outages to process customer communications. Since mid-February 1998, one of the
initial two satellites launched in April 1995 has been experiencing such an
outage.

There can be no assurance that Orbital and ORBCOMM will be successful in
resolving these anomalies or outages or that similar anomalies or outages will
not occur on any of the ORBCOMM satellites. The inability to resolve or prevent
such anomalies or outages could have a material adverse effect on ORBCOMM's
ability to provide service, financial condition and results of operations.

LAUNCH RISKS. Under its current timetable, ORBCOMM plans to launch 16
additional satellites on two separate launch vehicles in the third quarter of
1998 and plans to launch eight additional satellites on one launch vehicle in
the third quarter of 1999. For the ORBCOMM system to function at maximum design
efficiency, each individual plane of satellites comprising the ORBCOMM
constellation must be launched into its proper orbit. See " -- Design and
Operation Risks and Existing Anomalies and Outages."

Satellite launches are subject to significant risks, including failure of
the launch vehicle, which may result in disabling damage to or loss of the
satellites, or failure of the satellites to achieve their proper orbits. In
addition, the risk of a material adverse effect associated with a launch failure
is increased because each launch vehicle contains multiple ORBCOMM satellites.
There can be no assurance that any of the remaining ORBCOMM satellite launches
will be successful.

To date, ORBCOMM has successfully launched a total of 12 satellites into
their proper orbits. ORBCOMM has contracted with Orbital to provide three
separate Pegasus launch vehicles to launch the remaining 24 satellites, eight
per Pegasus launch vehicle.

Orbital's Pegasus launch vehicle has experienced launch failures from time
to time. Orbital has conducted 21 Pegasus missions, with approximately a 90%
success rate. There are a number of additional Pegasus launches currently
planned during the scheduled launch period for the remaining ORBCOMM

12
<PAGE> 18

satellites, and the failure of any one of these launch vehicles could result in
a delay in the planned launch of such satellites.

Under the Procurement Agreement, Orbital bears the risk of Pegasus launch
failures occurring prior to the release of the launch vehicle from Orbital's
L-1011 aircraft. Thereafter, title to, and the risk of loss of, the launch
vehicle and the satellites passes to ORBCOMM. ORBCOMM's remedies under the
Procurement Agreement are limited to non-payment of certain milestone and
satellite performance payments and termination of the Procurement Agreement.
ORBCOMM's insurance against the loss of a launch vehicle and its satellite
payload is limited. See "-- Limited Insurance." As a result, in the event of a
launch failure, ORBCOMM may be required to make significant additional capital
expenditures to purchase additional satellites to deploy the ORBCOMM system as
currently planned. In addition, in the event that sufficient satellites were not
then available, alternative launches would be delayed pending assembly of
additional satellites. Similar delays could result in the event that Orbital is
unable to provide launch services for the remaining satellites and ORBCOMM is
required to procure launch services from an alternative source.

Orbital's Pegasus vehicle is launched from beneath a modified Lockheed
L-1011 aircraft owned by Orbital. In the event the modified L-1011 is
unavailable for any reason, ORBCOMM would experience significant timing delays
as a result of Orbital having to acquire and modify a new aircraft or ORBCOMM
having to arrange for the launch of the satellites using an alternative aircraft
or by means of a ground launch. There can be no assurance that another aircraft
could be obtained and properly modified or that alternate launch services could
be obtained on a timely or cost-effective basis, if at all. See "-- Schedule
Delays" and "-- Cost Increases."

The failure of any of ORBCOMM's remaining satellite launches or the
potential need to procure launch services from an alternative source could
result in significant delays and increased costs in the deployment of the
ORBCOMM system. See "-- Schedule Delays" and "-- Cost Increases."

SCHEDULE DELAYS. The launch of the satellites in the ORBCOMM constellation
has been delayed primarily due to enhancements made to the design of the ORBCOMM
satellites based on, among other things, information obtained from the operation
of the two satellites launched in April 1995 and subcontractor late deliveries.
At the time of the Notes Offering in August 1996, ORBCOMM anticipated that it
would have launched a total of 28 satellites by the end of 1997. Through the end
of the third quarter of 1998, ORBCOMM expects to have launched a total of 28
satellites.

Additional delays in the construction, launch and implementation of the
ORBCOMM system could result from a variety of causes, including, among others:
(i) delays encountered in the construction, integration and testing of the
ORBCOMM system; (ii) launch delays or failures; (iii) delays caused by design
reviews in the event of a launch vehicle failure or a loss of satellites or
other events beyond the control of ORBCOMM; (iv) the failure of ORBCOMM to enter
into, at the times or on the terms expected by ORBCOMM, VAR and International
Licensee agreements for additional markets or territories; (v) the failure to
develop effective applications for use with the ORBCOMM system; and (vi) the
failure of International Licensees to install and accept international Gateways,
to obtain the necessary regulatory approvals or to successfully distribute
ORBCOMM services internationally. There can be no assurance that the ORBCOMM
satellites or the ORBCOMM data and messaging communications services will be
available on a timely basis, or at all, or that other factors, some of which are
beyond the control of ORBCOMM, will not result in a delay in construction,
launch and implementation of the ORBCOMM system. A significant delay in the
completion of the ORBCOMM system could erode the competitive position and
first-to-market advantage of ORBCOMM and could have a material adverse effect on
ORBCOMM's financial condition and results of operations. See "-- Design and
Operation Risks and Existing Anomalies and Outages" and "-- Launch Risks."

COST INCREASES. Due to the increased costs associated with modifications
and enhancements made to the ORBCOMM system, ORBCOMM's current estimate of the
total funds required for satellite constellation design, construction and launch
services, design and construction of the U.S. Ground Segment and insurance and
other system costs (excluding capitalized interest expense) is approximately
$332 million through the third quarter of 1999, when the final eight satellites
of the planned 36-satellite enhanced constellation are expected to be launched,
as compared to approximately $258 million estimated in August 1996. Approxi-
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mately $27 million of this increase is attributable to the planned launch of a
plane of eight satellites in an equatorial orbit to create the planned
36-satellite enhanced constellation, which plane was not included in the August
1996 estimate.

Additional increases in the costs of the ORBCOMM system could result from a
variety of causes, including, among others: (i) launch or uninsured satellite
failures; and (ii) further modification of the design of all or a portion of the
ORBCOMM system in the event of, among other things, technical difficulties or
changes in regulatory requirements. Significant cost increases related to the
construction, launch and implementation of the ORBCOMM system could have a
material adverse effect on ORBCOMM's financial condition and results of
operations. See "-- Design and Operation Risks and Existing Anomalies and
Outages," "-- Launch Risks" and "-- Financing Risks -- Additional Funding
Requirements."

INTEGRATION RISKS. While the ORBCOMM system has successfully transmitted
in excess of one million messages, the ORBCOMM system is exposed to the risks
inherent in a large-scale complex communications system employing advanced
technologies. The operation of the ORBCOMM system requires the detailed design
and integration of communications technologies and devices ranging from
satellites operating in space to Gateways located around the world. There can be
no assurance that, even if built to specifications, the ORBCOMM system will
function as expected in a timely and cost-effective manner. The failure of any
of the diverse and dispersed elements to function and coordinate as required
could delay the full deployment of the ORBCOMM system or render it unable to
perform at the quality and capacity levels required for successful operation of
ORBCOMM's business.

LIMITED INSURANCE. ORBCOMM has limited insurance against losses arising
out of launch failures. ORBCOMM's next planned Pegasus launch (the "Second
Pegasus Launch") is insured only as to the replacement value of the launch
vehicle in the event of a launch vehicle failure. Unless there is a loss of
three or more satellites in the plane of eight satellites launched in December
1997, the Second Pegasus Launch will not be insured as to the satellite payload
of eight satellites. The Pegasus launch scheduled to follow the Second Pegasus
Launch (the "Third Pegasus Launch") is insured as to the replacement of the
launch vehicle in the event of a launch vehicle failure. The Third Pegasus
Launch is also insured as to the satellite payload of eight satellites, but only
if the Second Pegasus Launch fails, causing the loss of three or more satellites
or if there is a loss of three or more satellites in either of the planes of
eight satellites that were launched prior to the Third Pegasus Launch. With
respect to the Pegasus launch of an equatorial plane of eight satellites planned
to occur in the third quarter of 1999 (the "Fourth Pegasus Launch"), in the
event that either the Second Pegasus Launch or the Third Pegasus Launch fails,
resulting in the loss of three or more satellites, or if there is a loss of
three or more satellites in any of the planes of eight satellites that were
launched prior to the Fourth Pegasus Launch, ORBCOMM has insurance that would
cover the costs of obtaining a replacement launch vehicle and eight replacement
satellites. In the event that neither the Second Pegasus Launch nor the Third
Pegasus Launch fails, resulting in the loss of three or more satellites, ORBCOMM
does not currently have insurance that would cover the costs of obtaining a
replacement launch vehicle or eight replacement satellites; however, ORBCOMM
expects to obtain insurance for such circumstances prior to such launch assuming
such insurance is available on commercially reasonable terms.

ORBCOMM has no insurance against in-orbit satellite failure for the two
satellites that were launched in April 1995 or for the two satellites launched
in February 1998 on a Taurus launch vehicle. ORBCOMM has procured satellite
insurance against the in-orbit failure of satellites in each of the first three
planes of eight satellites it has launched or will launch using the Pegasus
launch vehicle (including the plane of eight satellites launched in December
1997). This in-orbit insurance covers all eight satellites in a single plane for
a period of five years after the successful placement in orbit of such plane,
but only in the event that three or more in-orbit satellites in such plane fail
after their successful placement in orbit, and only if three or more satellites
originally intended as ground spares have been used to replace satellites lost
in an unsuccessful launch or as a result of in-orbit failure.

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<PAGE> 20

that would be subject to such policy, ORBCOMM will be required to satisfy the
insurance underwriters that it has addressed the technological and/or other
issues associated with the covered loss.

The space segment of the ORBCOMM system is subject to significant risks,
including the risk of failure of the launch vehicle, failure of the satellites
to achieve their proper orbits and in-orbit satellite failure. There can be no
assurance that the insurance obtained by ORBCOMM will provide adequate
mitigation of the adverse impact on ORBCOMM of a loss of satellites or launch
vehicles. See "-- Design and Operation Risks and Existing Anomalies and Outages"
and "-- Launch Risks."

LIMITED LIFE OF SATELLITES; COST OF MAINTAINING THE SPACE SEGMENT. The
ORBCOMM satellites, which constitute a substantial portion of ORBCOMM's total
assets, will have a limited useful life. The first generation satellites (with
the exception of the initial two satellites currently in orbit, each of which
has a design life of four years beginning on the date it was placed in
commercial service) are designed to operate for eight years. There can be no
assurance that any satellite will actually achieve such a useful life. See
"-- Design and Operation Risks; Risk of Satellite Failure or Damage."

ORBCOMM anticipates using funds generated from operations to develop a
second generation of satellites. If sufficient funds from operations are not
available and ORBCOMM is unable to obtain financing for the second generation
satellite constellation, ORBCOMM will not be able to launch a second generation
satellite constellation to replace first generation satellites at the end of
their useful lives. There can be no assurance that additional capital will be
available to develop the second generation of satellites on favorable terms or
on a timely basis, if at all. See "-- Financing Risks -- Additional Funding
Requirements."

TECHNOLOGICAL CHANGE. The communications industry is characterized by
continuous technological change. Future technological advances in the
communications industry may result in the availability of new services, products
or information delivery methods that could compete with, or render obsolete, the
monitoring, tracking and messaging services that ORBCOMM provides or intends to
provide. There can be no assurance that ORBCOMM will not be materially adversely
affected in the event of such technological change, or that changes in
technology will not enable additional companies to offer services that replace
some or all of the services that ORBCOMM provides or intends to provide. Such
new technologies, even if not ultimately successful, could have a material
adverse effect on ORBCOMM's financial condition and results of operations. See
"-- Market Demand -- Competition."

LIMITED SYSTEM CAPACITY. ORBCOMM could experience unexpected usage
patterns that could exceed the capacity of the ORBCOMM system, although ORBCOMM
believes that the capacity of the ORBCOMM system will be sufficient to meet
currently forecasted demand. In particular, to provide commercially adequate
service, ensure customer acceptance and operate successfully, the ORBCOMM system
will need to provide acceptable levels of availability, which will depend on
system capacity. Various factors will have a significant impact on the capacity
of the ORBCOMM system, the most important being usage patterns and the
architectural structure of the ORBCOMM system, including spectrum allocation,
Gateway capacity and subscriber unit performance. Failure to achieve a
commercially viable capacity level for any reason could have a material adverse
effect on ORBCOMM's financial condition and results of operations.

INTERNET SECURITY RISKS. Like many other modern communication networks,
ORBCOMM currently delivers a substantial portion of its data to customers via
the Internet and expects to continue to use the Internet as a primary delivery
method for data collected from subscriber units and satellites. ORBCOMM
currently takes certain measures to ensure the security of customer data. There
can be no assurance, however, that persons seeking unauthorized access to
ORBCOMM customer data will not be able to gain such access. ORBCOMM believes
that if such unauthorized access were to occur, or potential ORBCOMM customers
were to perceive that such unauthorized access could occur, the market for
ORBCOMM services would be adversely affected.

FINANCING RISKS

ADDITIONAL FUNDING REQUIREMENTS. The completion and maintenance of the
ORBCOMM system and the commencement of service on a global basis will require
significant additional expenditures of funds. See

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<PAGE> 21

"Prospectus Summary -- Sources and Uses of Funds by ORBCOMM." ORBCOMM currently
expects to require approximately $332 million for capital expenditures and
development costs of the ORBCOMM system from June 30, 1993 (date of inception)
through the third quarter of 1999 (excluding expected debt repayment and
capitalized interest of approximately $78 million). Through March 31, 1998,
ORBCOMM spent approximately $256 million on satellite constellation design,
construction and launch services, design and construction of the U.S. Ground
Segment and insurance and other system costs (excluding approximately $40.5
million of capitalized interest). To finance such expenditures, Orbital, through
OCC, and Teleglobe and TRI, through Teleglobe Mobile, had invested an aggregate
of approximately $190 million in ORBCOMM through May 31, 1998 and ORBCOMM had
received net proceeds of approximately $164 million from the Notes Offering and
a loan of approximately $5 million from MetLife. ORBCOMM believes that the net
proceeds of the Offering and the application of the net proceeds therefrom to
purchase Partnership Units, the capital contributions of ORBCOMM's current
Partners, the invoice deferrals by Orbital and the net proceeds of the Notes
Offering and the MetLife Note will be sufficient to fund ORBCOMM's anticipated
net cash loss from operations and capital expenditures through the third quarter
of 1999, when the last eight satellites of the planned 36-satellite enhanced
constellation are expected to be launched, although no assurance can be given
that such funds will in fact be sufficient to meet such funding requirements.
See "-- Technology Risks -- Schedule Delays," "-- Technology Risks -- Cost
Increases" and "-- Forward Looking Statements and Market Estimates."

The development, marketing and distribution of data and messaging
communications services to customers, the construction of certain components of
the ground segment or the procurement and launch of additional satellites may
require ORBCOMM to make significant expenditures that are not provided for under
ORBCOMM's current plans. These expenditures of funds may arise as a result of,
among other things, ORBCOMM's decision to establish additional Internal VARs to
develop, market and distribute data and messaging communications services that
are currently expected to be developed by VARs, the requirement to construct
international Gateways because of the inability or unwillingness of
International Licensees to do so or the requirement to procure and launch
satellites to replace satellites in the event of, for example, an uninsured
loss. See "-- Operating Risks -- Reliance on Third Parties -- Reliance on VARs,"
"-- Operating Risks -- Reliance on Third Parties -- Reliance on International
Licensees" and "-- Technology Risks -- Limited Insurance."

ORBCOMM has experienced delays with respect to the implementation of the
ORBCOMM system, which have resulted in a deferral of revenues and, among other
things, have increased ORBCOMM's funding requirements. In addition, primarily as
a result of its decision to launch the planned 36-satellite enhanced
constellation rather than the originally planned 28-satellite constellation and
to develop Internal VARs, ORBCOMM has experienced significant increases in
costs. See "-- Technology Risks -- Schedule Delays" and "-- Technology
Risks -- Cost Increases." Moreover, commencing February 15, 1999, after the
Pledged Securities are depleted, interest expense on the Notes will represent a
significant cash requirement for ORBCOMM. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." There can be no assurance that ORBCOMM will generate
sufficient cash from operations or that future increases in costs or delays will
not result in a need for additional funding. In the event such additional
funding becomes necessary, there can be no assurance that such additional
funding will be available from the public or private markets or from ORBCOMM's
Partners on favorable terms or on a timely basis, if at all.

SUBSTANTIAL LEVERAGE. ORBCOMM is a development stage enterprise with a
highly leveraged capital structure. As of March 31, 1998, ORBCOMM's total
indebtedness (including trade payables) was approximately $212.7 million.
ORBCOMM's accounts payable as of May 31, 1998 includes approximately $34.9
million owed to Orbital under the Procurement Agreement for work completed but
not yet invoiced. ORBCOMM's debt service requirements could negatively affect
the value of the Common Stock as a result of the following: (i) ORBCOMM's
ability to obtain additional financing for future working capital needs or for
other purposes may be limited; (ii) a substantial portion of ORBCOMM's cash
flows from operations will be dedicated to the payment of principal and interest
on its indebtedness, thereby reducing funds available for operations; and (iii)
ORBCOMM may have greater exposure to adverse economic conditions than competing

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<PAGE> 22

companies that are not as highly leveraged. These factors could adversely affect
ORBCOMM's financial condition and results of operations.

RESTRICTIVE COVENANTS. The Indenture contains, and any additional
financing agreements are likely to contain, certain restrictive covenants. The
restrictions contained in the Indenture affect, and in some cases significantly
limit or prohibit, among other things, the ability of ORBCOMM to incur
indebtedness, make prepayments of certain indebtedness, make distributions
(other than distributions by ORBCOMM to the Company for reimbursement of certain
administrative expenses and to the General Partners for payment of their
respective tax liabilities), make investments, engage in transactions with
affiliates, issue capital stock, create liens, sell assets and engage in mergers
and consolidations. If ORBCOMM fails to comply with the restrictive covenants in
the Indenture, ORBCOMM's obligation to repay such obligations may be
accelerated. In connection with the Offering, ORBCOMM has received the consent
of the Holders to amend certain provisions of the Indenture. The amendments
permit the Offering and facilitate other business objectives. See "Description
of the Senior Notes -- Amendments to the Indenture."

MARKET DEMAND

ACCEPTANCE OF ORBCOMM SERVICES. The success of the ORBCOMM system will
depend on customer acceptance of ORBCOMM services. Customer acceptance of
ORBCOMM services will depend on a number of factors, including the technical
capabilities and availability of the ORBCOMM system, which are dependent in part
on the number of satellites launched and operational at any time, as well as
completion of the necessary ground infrastructure and receipt of the necessary
regulatory and other approvals to operate in a particular jurisdiction, the
availability of relatively inexpensive subscriber units that are compatible with
the ORBCOMM system and meet the varying needs of customers, the price of ORBCOMM
services, and the extent, availability and price of alternative data and
messaging communications services. As with any new communications service, there
can be no assurance that ORBCOMM services will attain market acceptance. See
"-- Competition."

In addition, ORBCOMM believes that market acceptance of certain services
provided by the ORBCOMM system depends on the design, development and commercial
availability of integrated hardware and software applications that support the
specific needs of its targeted customers. ORBCOMM has entered into and is
continuing to enter into agreements with VARs and applications developers and is
developing Internal VARs that are responsible for developing a portion of these
applications. In the event there is a delay in the availability or lack of all
of the components necessary to fulfill its customers' business requirements,
market acceptance of services using the ORBCOMM system could be adversely
affected. See "-- Technology Risks -- Schedule Delays," "-- Technology
Risks -- Cost Increases" and "-- Operating Risks -- Reliance on Third Parties."

ORBCOMM's business plan assumes that potential customers of ORBCOMM
services will accept certain limitations inherent in satellite communications
services. For example, the ORBCOMM system's line-of-sight limitation,
particularly in "urban canyons," and its inability to penetrate buildings and
other objects could limit the use of the ORBCOMM system and services. In
addition, prior to the commercial operation of the 28-satellite constellation,
the availability of the ORBCOMM system will be limited in the United States and
other temperate zones and will be further limited in equatorial regions prior to
the commercial operation of the planned 36-satellite enhanced constellation such
that data or messages may be transmitted or received only during particular
hours of a given day. In addition to the limitations imposed by the architecture
of the ORBCOMM system, the absence of necessary regulatory and other approvals
in a given jurisdiction will preclude the availability of ORBCOMM services in
such jurisdiction until such time, if any, that such approvals have been
obtained. See "-- Regulatory Risks -- International Licensing Risks." Certain
potential customers, particularly those requiring messaging services and, prior
to full commercial operation, those requiring service on a global basis, may
find the limitations on the availability of ORBCOMM services unacceptable.

COMPETITION. Competition in the communications industry is intense, fueled
by rapid and continuous technological advances and alliances between industry
participants seeking to use such advances on an

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<PAGE> 23

international scale to capture significant market share. Although currently no
other company is providing the same global, satellite-based commercial data and
messaging communications services to be provided by ORBCOMM, it is anticipated
that the ORBCOMM system will face competition from numerous existing and
potential alternative communications products and services provided by various
large and small companies. ORBCOMM expects that potential competitors will
include operators or users of other Little LEO satellite systems and operators
or users of Big LEO and medium-Earth orbit ("MEO") satellite systems. ORBCOMM
also believes that it currently competes in certain of its market segments with
operators and users of certain GEO systems and terrestrial-based data
communications systems, although ORBCOMM believes that it will complement
terrestrial-based data communications systems in certain market segments. If any
of ORBCOMM's competitors succeed in marketing and deploying systems with
services similar to those expected to be offered through the ORBCOMM system,
ORBCOMM's ability to compete in markets served by such competitors may be
adversely affected.

Some of ORBCOMM's actual or potential competitors have financial, personnel
and other resources substantially greater than those of ORBCOMM. In addition, a
continuing trend toward consolidation and strategic alliances in the
communications 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. There can be no assurance that some of these competitors
will not develop more technologically advanced systems than the ORBCOMM system
or more efficient or less expensive services than those expected to be provided
by ORBCOMM.

ORBCOMM may also face competition in the future from companies using new
technologies and new satellite systems. See "-- Technology
Risks -- Technological Change." A number of these new technologies, even if they
are not ultimately successful, could have an adverse effect on ORBCOMM. Also,
ORBCOMM's business would be adversely affected if competitors begin operations
or existing or new communications service providers are able to penetrate
ORBCOMM's target markets. See "Business -- Competition."

FORWARD LOOKING STATEMENTS AND MARKET ESTIMATES.

ORBCOMM is a development stage enterprise. Many statements in this
Prospectus are not historical and are forward looking in nature. Examples of
such forward looking statements include statements concerning ORBCOMM's
operations, prospects, markets, technical capabilities, funding needs, financing
sources, pricing, launch and commercial service schedules, cash flows and
profitability, as well as information concerning the estimated size of the
addressable markets for satellite data and messaging communications services,
future regulatory approvals, expected characteristics of competing systems and
expected actions of third parties such as equipment suppliers, International
Licensees and VARs. These forward looking statements are inherently predictive
and speculative and no assurance can be given that any of such statements will
prove to be correct. Actual results and developments may be materially different
from those expressed or implied by such statements. Prospective investors should
carefully review the other risk factors set forth in this Prospectus for a
discussion of various factors that could result in any of such forward looking
statements proving to be inaccurate.

FINANCIAL INFORMATION. In addition, the information in this Prospectus
under "Prospectus Summary -- Sources and Uses of Funds by ORBCOMM" (other than
historical information) and the statements therein and elsewhere that ORBCOMM
believes that the net proceeds of the Offering and the application of the net
proceeds therefrom to purchase Partnership Units, the capital contributions of
ORBCOMM's current Partners, the invoice deferrals by Orbital and the net
proceeds of the Notes Offering and the MetLife Note will be sufficient to fund
ORBCOMM's anticipated net cash loss from operations and capital expenditures
through the third quarter of 1999 are forward looking statements that may turn
out to be inaccurate for the reasons described in the preceding paragraph as
well as in the other risk factors set forth in this Prospectus and are also
based upon a number of assumptions. One or more of these assumptions is likely
to be incorrect. The estimated financial information assumes, among other
things, that: (i) expanded commercial service will be available in the fourth
quarter of 1998 when additional satellites are expected to be placed in
commercial service and that the ORBCOMM system will become fully commercially
operational within the current schedule; (ii) the ORBCOMM system will meet all
systems specifications and will have service characteris-

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<PAGE> 24

tics at least as favorable as those expected by ORBCOMM and described in this
Prospectus; (iii) there will be no increased costs, whether resulting from
delays or otherwise; (iv) subscriber unit manufacturers will develop,
manufacture and sell in sufficient quantities subscriber units that perform
according to design specifications on a timely basis and with features and at
prices acceptable to customers without unplanned material purchase requirements
or subsidies by ORBCOMM; (v) a sufficient number of Gateways will be constructed
and delivered on a timely basis and will be fully operational as planned; (vi)
ORBCOMM will contract with a sufficient number of VARs to ensure effective
marketing of the ORBCOMM services; (vii) the capacity of the ORBCOMM system, as
affected by, among other things, ORBCOMM service usage patterns, will be
sufficient to serve the needs of the customers assumed in ORBCOMM's business
plan; (viii) there will be no material change in legislation or regulations or
in the administration thereof that will have an adverse effect on the business
of ORBCOMM; (ix) there will be no material adverse change in any of ORBCOMM's
existing material contracts; and (x) the International Licensees or other
parties will obtain on a timely basis the necessary regulatory and other
approvals to provide services in sufficient countries to enable ORBCOMM to carry
out its business strategy.

In addition, the information in this Prospectus under "Prospectus
Summary -- Sources and Uses of Funds by ORBCOMM" (other than historical
information) and the statements therein, "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources," and elsewhere with respect to assumed net cash flows and additional
funding requirements, are forward looking statements that are based on a number
of assumptions, one or more of which is likely to be incorrect, and may turn out
to be inaccurate for the reasons described in the preceding paragraphs.
ORBCOMM's current estimate of the total funds required for satellite
constellation design, construction and launch services, design and construction
of the U.S. Ground Segment and insurance and other system costs (excluding
capitalized interest expense), is approximately $332 million through the third
quarter of 1999, when the final eight satellites of the planned 36-satellite
enhanced constellation are expected to be launched, as compared to approximately
$258 million estimated in August 1996. The increase in this estimate is due to,
among other things, costs associated with modifications and enhancements made to
the ORBCOMM system, including the planned launch of eight satellites in an
equatorial orbit to create the planned 36-satellite enhanced constellation. See
"Prospectus Summary -- Sources and Uses of Funds by ORBCOMM," "-- Technology
Risks -- Schedule Delays" and "-- Technology Risks -- Cost Increases."

MARKET ESTIMATES. With regard to the statements concerning the estimated
size of the addressable markets for ORBCOMM services set forth in "Prospectus
Summary" and under "Business -- Overview" and "Business -- Addressable Markets,"
and in addition to the information set forth above, prospective investors are
cautioned that such statements are based exclusively on market analyses
conducted by or on behalf of ORBCOMM. ORBCOMM's estimates of the current
addressable market for various market segments, as set forth in this Prospectus,
are based on a review and analysis of secondary market data supplemented with
primary market research in the form of interviews with persons knowledgeable
about that market segment. In estimating the size of the current addressable
market for various market segments, the market analyses conducted by or on
behalf of ORBCOMM estimated the total number of subscriber units in each market
segment, and then reduced such total number based on factors such as whether
there was a perceived significant need for the type of services provided by the
ORBCOMM system and an ability to pay for such services. While based on certain
market, industry and demographic data, these estimates represent professional
judgments and are predictive in nature. There can be no assurance that these
addressable markets estimates will prove to be accurate. There are a number of
factors supporting the estimates that are of an inherently uncertain nature,
including, but not limited to, the lack of precise industry and demographic
data, the variance between different statistical sources and the need to
extrapolate certain data for countries and regions that do not provide
sufficient information. Furthermore, the analyses are based on gross domestic
product growth predictions that are historically based and may not be met in the
future. It is likely that some of these assumptions will not prove correct and
events may occur that could affect actual markets realized. Moreover, the risks
associated with market analysis are heightened in cases such as this, where the
analysis addresses products and services some of which do not yet exist and that
are not directly comparable to any product or service with which the respondents
could be familiar. Consequently, actual markets should be expected to vary from
the addressable markets estimated herein and such variations may be material.
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<PAGE> 25

ORBCOMM does not intend to publish updates or revisions of the addressable
market estimates included in this Prospectus to reflect events or circumstances
after the date hereof or to reflect subsequent market analyses.

REGULATORY RISKS

DOMESTIC LICENSING RISKS. ORBCOMM's business may be affected by the
regulatory activities of various U.S. government agencies, primarily the Federal
Communications Commission (the "FCC"). On October 20, 1994, the FCC granted to
OCC a license (the "Original FCC License") authorizing OCC to construct, launch
and operate 36 LEO satellites for the purpose of providing two-way data and
messaging communications and position determination services in the United
States. On March 31, 1998, the FCC also granted to OCC a license for, among
other things, 12 additional LEO satellites (the "Supplemental FCC License and,
together with the Original FCC License, the "FCC Licenses"). Although the FCC
Licenses are currently valid, they are subject to revocation if OCC fails to
satisfy certain conditions or to meet certain prescribed milestones, including
the December 2000 milestone by which OCC must launch 36 satellites, the
September 2002 milestone by which OCC must launch two of the 12 satellites
recently licensed under the Supplemental FCC License and the March 2004
milestone by which OCC must launch the remaining ten of these satellites, unless
such dates are extended by application to the FCC. While the FCC Licenses are
valid for a period of ten years from the operational date of the first ORBCOMM
satellite, which was April 1995, OCC is required, three years prior to the
expiration of each of the FCC Licenses, to apply for a license renewal with the
FCC. While, based on past experience, OCC believes the FCC generally grants the
renewal applications of existing licensees where the licensee has satisfied the
requirements of the license, there can be no assurance that the FCC will in fact
renew either of the FCC Licenses. Should the FCC revoke or fail to renew on
application by OCC the FCC Licenses, or if OCC fails to satisfy any of the
conditions of the FCC Licenses, such action would have a material adverse impact
on ORBCOMM's financial condition and results of operations.

The FCC has licensed OCC to operate as a private carrier. ORBCOMM believes
that OCC currently is not subject to the restrictions that apply to common
carriers or to providers of Commercial Mobile Radio Services ("CMRS") because of
the method of distribution of ORBCOMM services. ORBCOMM plans to provide
services to customers indirectly through VARs and directly through Internal
VARs. The services provided to customers by ORBCOMM will not be interconnected
with the public switched telephone network and, in most cases, will be enhanced
services. Therefore, ORBCOMM does not believe that these services will be
regarded by the FCC as common carrier or CMRS. There can be no assurance,
however, that in the future, ORBCOMM will not provide services that the FCC
deems common carrier or CMRS or that the FCC will not exercise its discretionary
authority to apply the common carrier or CMRS rules to ORBCOMM. The application
of these rules could have a material adverse effect on ORBCOMM's financial
condition and results of operations by, for instance, requiring ORBCOMM to offer
to the public just, reasonable and nondiscriminatory rates, subjecting ORBCOMM
to certain tariff filing requirements, limiting some foreign ownership in
ORBCOMM and subjecting ORBCOMM to state regulation (if ORBCOMM were deemed to be
a common carrier).

OCC recently filed an application with the FCC seeking to modify the FCC
Licenses to permit it to launch eight of its authorized satellites in an
equatorial orbit (rather than a 45 degree orbit) and to increase the spacing
between the other three planes of eight satellites (the "Modification Request").
While ORBCOMM believes that the FCC will grant the Modification Request on a
timely basis because there would be no adverse effect on any other Little LEO
licensee or service, there can be no assurance that the FCC will grant the
Modification Request.

Finally, ORBCOMM's financial condition and results of operations could be
adversely affected by the adoption of new laws, policies or regulations in the
United States, or changes in the interpretation or application of existing laws,
policies and regulations in the United States, that modify the present
regulatory environment. See "Regulation."

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INTERNATIONAL LICENSING RISKS. ORBCOMM's business is affected by the
regulatory authorities of the countries in which it or the International
Licensees will operate and in which ORBCOMM services will be offered. ORBCOMM's
International Licensees will be required to obtain local regulatory approvals to
offer ORBCOMM services, to operate Gateways and to offer the use of subscriber
units located within their territories. As a result, numerous approvals must be
obtained before ORBCOMM can offer full global coverage. ORBCOMM's current
business plan is based on the receipt of regulatory approvals in several foreign
jurisdictions by the end of the third quarter of 1999, when the final eight
satellites of the planned 36-satellite enhanced constellation are currently
expected to have been launched. ORBCOMM or the International Licensees or third
parties have received full or limited regulatory approvals in a total of 14
countries. In particular, in addition to the United States, full regulatory
approvals to provide ORBCOMM services have been received in Canada, Japan,
Malaysia and Argentina and temporary, experimental, testing and demonstration or
business licenses have been received in Germany, Italy, South Korea, Spain,
Sweden, Northern Ireland, Chile, South Africa, Iceland and Namibia, which
licenses permit a range of activities including the right to test and
demonstrate or operate the ORBCOMM system on a temporary or otherwise limited
basis. While obtaining regulatory approvals is the responsibility of an
International Licensee, there can be no assurance that an International Licensee
will be successful in doing so. If any such International Licensee is not
successful, service will not be available in the affected territories.

Although many countries have moved to privatize the provision of
communications services and to permit competition in the provision of such
services, some countries continue to require that all communications services be
provided by a government-owned entity. While ORBCOMM anticipates that
substantially all of the International Licensees will be private entities,
ORBCOMM may be required to offer its services through a government-owned or
- -controlled entity in those territories where government monopolies prevail.

ORBCOMM's inability to offer service in a foreign country or countries
could have a material adverse effect on ORBCOMM's financial condition and
results of operations. Regulatory provisions in countries in which ORBCOMM or
the International Licensees seek to operate may impose impediments on ORBCOMM's
or the International Licensees' operations and there can be no assurance that
such restrictions would not be unduly burdensome. ORBCOMM's business may also be
adversely affected by regulatory changes resulting from judicial decisions
and/or the adoption of treaties, legislation or regulations by the national
authorities of countries or territories where ORBCOMM plans to operate its
system.

ITU COORDINATION. The United States, on behalf of OCC, is required to
coordinate the frequencies used by the ORBCOMM system under the auspices of the
International Telecommunication Union ("ITU"). Frequency coordination is a
necessary prerequisite to obtaining interference protection from other satellite
systems. There is no penalty for launching a satellite system prior to
completion of the ITU coordination process, although protection from
interference through this process is only afforded as of the date of successful
completion of the process and notification of the system by the ITU. The United
States has substantially completed the ITU coordination process with respect to
the planned 36-satellite enhanced constellation. The FCC recently sent
notification documentation to the ITU for the additional 12 satellites for which
OCC was recently licensed. Supplemental coordination of these 12 additional
satellites is not required for those countries for which coordination was
previously completed. In the event the FCC approves OCC's request to launch
eight satellites in an equatorial orbit, the FCC must modify OCC's ITU
documentation to include the proposed launch of these satellites. This
modification is not expected to affect coordination of ORBCOMM's satellite
system.

The United States has not yet completed coordination of the ORBCOMM system
with Russia and France. There can be no assurance that the United States will be
successful in coordinating the ORBCOMM system with the Russian and French
systems. Any delay in or failure to successfully complete the ITU coordination
process may result in potential interference to the ORBCOMM system by other
mobile satellite systems operating internationally, which could have a material
adverse effect on ORBCOMM's financial condition and results of operations.
Furthermore, International Licensees working with their respective governments
are required to complete ITU coordination of subscriber units and Gateways
located in their territories with countries located within distances determined
by ITU recommendations. There can be no

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<PAGE> 27

assurance that these coordinations will be completed successfully or in a timely
manner, which could result in delayed availability of ORBCOMM services in the
affected territories.

LAUNCH LICENSING RISK. Commercial U.S. space launches require licenses
from the U.S. Department of Transportation ("DoT"). In addition, the launch of
the equatorial plane currently expected to occur in the third quarter of 1999 is
expected to be made from a launch facility outside the United States, and will
therefore require a license from the applicable U.S. government authorities to
export the satellites from the United States to such location and a license from
the applicable government authorities outside the United States to launch the
satellites. Under the Procurement Agreement, Orbital is responsible for ensuring
that the appropriate DoT commercial launch licenses and other licenses or
approvals are in place for the ORBCOMM satellite launches. There can be no
assurance that Orbital will continue to be successful in its efforts to obtain
the necessary licenses or regulatory approvals. The inability of Orbital to
secure any necessary licenses or regulatory approvals for any launch of ORBCOMM
satellites could delay such launch, which could have a material adverse effect
on ORBCOMM's financial condition and results of operations.

OPERATING RISKS

RISKS ASSOCIATED WITH COMMENCEMENT OF GLOBAL OPERATIONS. ORBCOMM's ability
to achieve profitability will depend in part on its ability to offer ORBCOMM
services on a global basis. Offering ORBCOMM services on a global basis will
require ORBCOMM to, among other things: (i) enter into agreements with
International Licensees representing additional territories; (ii) install the
necessary ground infrastructure outside the United States through its existing
or future International Licensees or otherwise; (iii) obtain the regulatory and
other approvals necessary to offer ORBCOMM services outside the United States
through its existing or future International Licensees; and (iv) distribute
ORBCOMM services internationally through its International Licensees. In
addition, each agreement between ORBCOMM and an International Licensee provides
that the International Licensee may terminate the agreement upon one year's
written notice. There can be no assurance that ORBCOMM or the International
Licensees will be able to construct the necessary international ground
infrastructure, obtain the necessary regulatory and other approvals or
effectively distribute ORBCOMM services internationally. Moreover, there can be
no assurance that an International Licensee will not terminate its agreement
with ORBCOMM after giving one year's notice. See "-- Reliance on Third
Parties -- Reliance on International Licensees" and "-- Regulatory
Risks -- International Licensing Risks."

RISKS OF MULTINATIONAL OPERATIONS AND DEVELOPING MARKETS. Since ORBCOMM
expects to derive substantial revenues by providing international communications
services, it is subject to certain multinational operational risks, such as
changes in domestic and foreign government regulations and communications
standards, licensing requirements, tariffs or taxes and other trade barriers,
price, wage and exchange controls, political, social and economic instability,
inflation and interest rate and currency fluctuations. The risks enumerated
above are often greater in developing countries or regions. In addition,
although ORBCOMM anticipates that the International Licensees will make all
payments in U.S. dollars, the potential lack of available U.S. currency in
certain countries may prevent International Licensees in such countries from
being able to do so. Because ORBCOMM expects to receive most payments in U.S.
dollars, it does not intend to hedge against exchange rate fluctuations. Under
current U.S. law, ORBCOMM, as a U.S. entity, is prohibited from doing business
in certain countries, which may limit, or eliminate entirely, the provision of
ORBCOMM services in these countries.

RELIANCE ON THIRD PARTIES

RELIANCE ON VARS. In the United States, ORBCOMM intends to rely
generally on VARs to market and distribute its services to customers. The
willingness of companies to become VARs will depend on a variety of factors,
including whether potential VARs perceive ORBCOMM services as compatible with
their own, whether the prices that VARs can charge for their services provide an
adequate return and regulatory restrictions, if any. ORBCOMM believes that
successfully marketing certain ORBCOMM services will depend on the design,
development and commercial availability of data and messaging applications that
support the specific needs of its targeted customers. The design, development
and implementation of data and

22
<PAGE> 28

messaging applications require the commitment of substantial financial and
technological resources on the part of VARs. Certain of such VARs are or are
likely to be newly formed ventures with limited financial resources, and there
can be no assurance that any such entities will be successful in their efforts
to design data and messaging applications or effectively market ORBCOMM
services. The inability of VARs to provide data and messaging applications to
customers could adversely affect market acceptance of ORBCOMM services. To date,
approximately 30 applications have been developed by or behalf of VARs for use
with the ORBCOMM system. In the event that VARs fail to develop data and
messaging applications, ORBCOMM may do so, which will cause increased expenses.
See "-- Market Demand -- Acceptance of ORBCOMM Services." Furthermore, ORBCOMM's
reseller agreements provide that VARs will use all reasonable commercial efforts
to market and distribute ORBCOMM services, but in substantially all cases do not
require VARs to meet established sales objectives. There can be no assurance
that VARs will successfully develop a market for and distribute ORBCOMM
services.

Although ORBCOMM is developing Internal VARs, ORBCOMM currently acts
primarily as a wholesaler to VARs and thus the cost to customers for ORBCOMM
services is largely beyond the control of ORBCOMM. Furthermore, ORBCOMM will
have no rights independently to offer particular data and messaging applications
developed by VARs or to use the associated software, unless it enters into
appropriate licensing agreements. ORBCOMM's development of Internal VARs may
result in actual or apparent conflicts with VARs, which could adversely affect
the willingness of VARs to invest resources in the development and distribution
of data and messaging applications for the ORBCOMM system.

RELIANCE ON INTERNATIONAL LICENSEES. Outside the United States, ORBCOMM
enters into agreements with International Licensees that are responsible in
their territory for, among other things, procuring and installing the necessary
Gateways, obtaining the necessary regulatory and other approvals to provide
services using the ORBCOMM system and marketing and distributing ORBCOMM
services. ORBCOMM selects the International Licensees primarily by evaluating
their ability successfully to market and distribute ORBCOMM services. Key
components of such an evaluation include the prospective International
Licensee's: (i) reputation in the marketplace; (ii) existing distribution
capabilities and infrastructure; (iii) financial condition and other resources;
and (iv) ability to obtain the necessary regulatory approvals. Although the
foregoing factors are considered by ORBCOMM in evaluating potential
International Licensees, there can be no assurance that each International
Licensee will satisfy any one or more of the foregoing factors. In addition,
certain International Licensees are entitled to satellite usage fee credits if
ORBCOMM fails to meet certain milestones with respect to launch of the ORBCOMM
system and certain of the agreements grant International Licensees the right to
terminate their agreements with ORBCOMM in the event that they are unable to
obtain the necessary regulatory and other approvals within certain time
parameters. There can be no assurance that ORBCOMM's International Licensees
will be successful in obtaining the necessary regulatory and other approvals. If
successful, there can be no assurance that the International Licensees will
develop a market and/or a distribution network for ORBCOMM services. See
"-- Regulatory Risks -- International Licensing Risks" and "-- Risks Associated
with Commencement of Global Operations."

Certain of the International Licensees are or are likely to be newly formed
ventures with limited financial resources, and there can be no assurance that
any such entities will be successful in their efforts to procure and install the
necessary Gateways, obtain the necessary regulatory approvals or successfully
market and distribute ORBCOMM services. The general form of agreement between
ORBCOMM and the International Licensees does not obligate ORBCOMM or give
ORBCOMM the contractual right to construct the necessary Gateway in the event an
International Licensee is unable or unwilling to do so. In the future and if an
International Licensee is unable or unwilling to do so, ORBCOMM may desire to
construct, or finance the construction of, the necessary Gateway. However, there
can be no assurance that the International Licensee or the relevant governmental
authority will permit the construction of such Gateway or that ORBCOMM will be
able to bear the cost of construction of such Gateway, which costs may in the
aggregate be material. See "-- Financing Risks -- Additional Funding
Requirements."

RELIANCE ON SUBSCRIBER UNIT MANUFACTURERS. The development and
availability on a timely basis of relatively inexpensive subscriber units are
critical to the successful commercial operation of the ORBCOMM system. While
ORBCOMM has executed six subscriber unit manufacturing agreements, including one
with
23
<PAGE> 29

Magellan, a subsidiary of Orbital, and has type approved eleven different
subscriber unit models for use with the ORBCOMM system, there can be no
assurance that a sufficient supply of these subscriber units will be available
to customers at price points or with functional characteristics that meet
customers' needs. ORBCOMM on occasion has found it advisable to purchase or
subsidize the purchase of subscriber units and may desire to do so in the
future. ORBCOMM has procured and received approximately 6,700 subscriber units
that were and are being used to meet early demand for subscriber units from the
VARs, Internal VARs and International Licensees. Furthermore, ORBCOMM recently
committed to purchase $6.2 million of subscriber units (approximately 17,000
units) from certain manufacturers to accelerate initial customer sales by VARs,
Internal VARs and International Licensees. ORBCOMM expects to sell these
subscriber units to these entities at prices equal to or greater than cost,
although there can be no assurance that ORBCOMM will be able to do so.
Furthermore, ORBCOMM recently agreed to pay Magellan a subsidy for each Magellan
subscriber unit sold through March 1999 up to an aggregate of $2.4 million. See
"Certain Relationships and Related Transactions -- Subscriber Unit Manufacture
Agreement with Magellan." Expenses associated with such purchases or subsidies
could be significant. An inability to successfully develop and manufacture
subscriber units that both meet the needs of customers and are available in
sufficient numbers and at prices that render ORBCOMM services cost-effective to
customers could limit the acceptance of the ORBCOMM system and potentially
affect the quality of ORBCOMM services, which could have a material adverse
effect on ORBCOMM's financial condition and results of operations. See
"-- Market Demand -- Acceptance of ORBCOMM Services."

RELIANCE ON SINGLE SUPPLIER. ORBCOMM does not independently have, and
does not intend to acquire, except by contracting with other parties, the
ability to design, construct or launch the satellites in the ORBCOMM system.
Under the Procurement Agreement, ORBCOMM has contracted with Orbital to provide
these services on a fixed price basis, subject to adjustments for out-of-scope
work. ORBCOMM may terminate the Procurement Agreement on the failure of Orbital
to achieve certain milestones within 56 weeks after the contracted completion
date or on Orbital's material noncompliance with any terms of the Procurement
Agreement. ORBCOMM may not, however, withhold payments under the Procurement
Agreement with respect to the untimely achievement of certain milestones solely
as a result of Orbital's failure to achieve such milestones by the dates
originally planned. In the event that Orbital fails to perform its obligations
under the Procurement Agreement, the launch of the ORBCOMM system will be
delayed until ORBCOMM is able to locate an alternative provider of necessary
services to replace Orbital. In addition, a material adverse effect on Orbital
and its business for whatever reason may adversely affect Orbital's ability to
perform under the Procurement Agreement. ORBCOMM has not identified any
alternate provider of the services currently being provided by Orbital, and
there can be no assurance that such an alternate service provider would be
available or, if available, would be available at a cost or on terms favorable
to ORBCOMM.

DEPENDENCE ON INTELLECTUAL PROPERTY RIGHTS. ORBCOMM's success and ability
to compete are dependent to a certain degree on its proprietary technology.
ORBCOMM is dependent on the intellectual property rights held by Orbital
relating to the ORBCOMM system. Under the terms of the Procurement Agreement,
the intellectual property relating to or resulting from the work performed by
Orbital under the Procurement Agreement, including the ORBCOMM satellites (other
than certain communications software) and the U.S. Ground Segment, is generally
owned by Orbital or its subcontractors. ORBCOMM relies primarily on copyright
and trade secret law to protect its technology. ORBCOMM currently holds no
patents. ORBCOMM's policy is to enter into confidentiality agreements with its
employees, consultants and vendors, which, where appropriate, also contain an
agreement to assign to ORBCOMM proprietary technology developed during
performance thereunder, and generally to control access to and distribution of
its software, documentation and other proprietary information. Notwithstanding
these precautions, it may be possible for a third party to copy or otherwise
obtain and use ORBCOMM's software or other proprietary information without
authorization or to develop similar software independently. In addition, absent
the appropriate licensing agreements, ORBCOMM will have no rights independently
to offer particular applications developed by VARs or to use the software
included in these applications. Enforcement of intellectual property rights with
respect to these products will depend on VARs. Furthermore, the laws of
countries outside the United States may afford ORBCOMM and the VARs little or no
effective protection of their intellectual

24
<PAGE> 30

property. The loss of protection of such intellectual property rights of Orbital
and ORBCOMM could have a material adverse effect on ORBCOMM's financial
condition and results of operations.

There can be no assurance that the steps taken by ORBCOMM will prevent
misappropriation of its technology or that agreements entered into for that
purpose will be enforceable. In addition, litigation may be necessary in the
future to enforce ORBCOMM's intellectual property rights, to protect ORBCOMM's
trade secrets, to determine the validity and scope of the proprietary rights of
others or to defend against claims of infringement or invalidity. Such
litigation, whether successful or unsuccessful, could result in substantial
costs and diversions of resources, either of which could have a material adverse
effect on ORBCOMM's financial condition and results of operations.

DEPENDENCE ON KEY MANAGEMENT AND QUALIFIED PERSONNEL. ORBCOMM's success
will depend on the efforts of its management team and its ability to attract and
retain qualified management and personnel in the future. ORBCOMM generally does
not have employment contracts with its employees and, therefore, is subject to
the loss of one or more key employees at any time. In addition, ORBCOMM must
rely on several employees of Orbital who play a key role in the performance of
Orbital's obligations under the Procurement Agreement. ORBCOMM has no control
over the relationship between Orbital and such employees. ORBCOMM could be
materially adversely affected by the loss of one or more of such key employees.

RISKS ASSOCIATED WITH GROWTH. While there can be no assurance that
customer acceptance of and satisfaction with ORBCOMM services will result in
substantial and increasing demand for ORBCOMM services, significant and rapid
growth in demand for ORBCOMM services would require ORBCOMM to make additions to
personnel and management information systems to manage such growth while
continuing to meet customer expectations. In addition, current spectrum
allocations and satellite infrastructure characteristics of the ORBCOMM system
set inherent capacity limitations that would prevent growth above certain levels
without additional spectrum allocation and additional investment in satellites
and/or ground infrastructure. See "-- Technology Risks -- Limited System
Capacity."

STRUCTURAL AND MARKET RISKS

CONTROL BY STRATEGIC PARTNERS. ORBCOMM is a limited partnership whose
current Partners, OCC and Teleglobe Mobile, each holds 50% of the partnership
interests in ORBCOMM. Under the terms of the current Partnership Agreement,
substantially all actions by ORBCOMM require the approval of at least a
majority-in-interest (i.e., Partners holding a majority of the partnership
interests in ORBCOMM). Subsequent to the Offering, ORBCOMM will be managed by
the General Partners through a Committee (the "ORBCOMM Committee"), which will
be controlled by representatives designated directly or indirectly by Orbital
and Teleglobe. On certain matters, the Company's independent representatives on
the ORBCOMM Committee (the "Independent Company Members") will, however, have
the right to pass on and approve such matters prior to the submission of such
matters to a vote of the Partners. In addition, the Company's independent
directors not affiliated with Orbital and Teleglobe will determine the vote of
the Partnership Units held by the Company in votes submitted to the General
Partners as to the approval of the financial terms and conditions of certain
material transactions. See "Description of the Partnership Agreement." Members
of the Company's Board of Directors (the "Company Board"), which initially
consists of directors elected by Orbital and Teleglobe, may only be removed "for
cause" and then only by vote of the holders of at least 80% of the voting power
of the then outstanding voting stock, voting together as a single class.

POTENTIAL CONFLICT OF INTEREST. Orbital and Teleglobe, through OCC and
Teleglobe Mobile, respectively, each has a substantial ownership interest in
ORBCOMM. A conflict of interest may exist between ORBCOMM and Orbital under the
Procurement Agreement and other related agreements between Orbital and OCC.
Pursuant to the Partnership Agreement, transactions between ORBCOMM and Orbital
are subject to the approval of a related party transaction committee of ORBCOMM.
See "Description of the Partnership Agreement." A conflict of interest may exist
between ORBCOMM and Teleglobe by virtue of Teleglobe's majority ownership of
ORBCOMM Canada Inc. ("ORBCOMM Canada"), the International Licensee for Canada.
Similarly, a conflict of interest may exist between ORBCOMM and TRI by virtue of
TRI's ownership of Cellular Communications Network (Malaysia) Sdn. Bhd., the
International Licensee for

25
<PAGE> 31

Malaysia, Singapore and Brunei. In addition, on consummation of the Offering,
when amendments to the Indenture become operative, Orbital and Teleglobe may,
under certain circumstances, invest directly in Special Purpose Entities (as
defined in the Indenture), which will hold assets currently held by ORBCOMM and
used primarily for or by the Internal VARs. There can be no assurance that any
potential conflict of interest between ORBCOMM and any one of these entities
would not have a material adverse effect on ORBCOMM. See "Certain Relationships
and Related Transactions" and "Governance of the Company and Relationship with
ORBCOMM."

NO PRIOR PUBLIC MARKET. Prior to the Offering, there has been no public
market for the Common Stock. Accordingly, there can be no assurance that an
active trading market will develop or be sustained on completion of the Offering
or that the market price of the Common Stock will not decline below the initial
public offering price. The initial public offering price of the Common Stock
will be determined by negotiations between the Company and the representatives
of the Underwriters and may not be indicative of the prices that will prevail in
the public market. See "Underwriting."

The trading prices of the Common Stock could be subject to wide
fluctuations in response to quarter-to-quarter variations in ORBCOMM's operating
results, launch and commercial service delays, launch and satellite failures,
governmental regulatory action, increased price and product competition, changes
in earnings estimates by analysts, changes in market conditions for equity
securities generally or for communications companies in particular or other
events or factors, many of which are beyond ORBCOMM's control.

SHARES ELIGIBLE FOR FUTURE SALE. Following completion of the Offering, the
only shares of Common Stock of the Company that will be outstanding will be the
6,000,000 shares issued in the Offering (6,900,000 shares if the Underwriters'
over-allotment option is exercised in full). However, the Company has agreed in
the Unit Exchange and Registration Rights Agreement (the "Unit Exchange
Agreement") that it will exchange shares of Common Stock for Partnership Units
at the rate of one share of Common Stock for each Partnership Unit and to
register with the Securities and Exchange Commission (the "Commission") those
shares of Common Stock for sale. Pursuant to the Unit Exchange Agreement, any
shares of Common Stock received on exchange may not be sold prior to certain
specified events. See "Governance of the Company and Relationship with
ORBCOMM -- Exchange Rights of ORBCOMM Partners." Based on the number of
Partnership Units expected to be outstanding at the time of consummation of the
Offering, 32,801,310 shares of Common Stock would be issuable on such exchange.
Including all Partnership Units that will be issuable in the future and options
issued under the Equity Plan expected to be outstanding immediately following
completion of the Offering, an aggregate of 36,122,107 shares of Common Stock
would be issuable on such exchange or exercise. See "Dilution,"
"Management -- Executive Compensation" and "Management -- Equity Plan."

Future sales of Common Stock could adversely affect the market price of the
Common Stock. The 6,000,000 shares of Common Stock offered hereby (including any
shares issued on exercise of the Underwriters' over-allotment option) will be
freely tradeable without restriction in the public market as of the date of this
Prospectus, except as described under "Underwriting."

RISK OF LOSS OF MANAGEMENT RIGHTS ON A CHANGE OF CONTROL OR REDUCTION IN
INTEREST. Under the Partnership Agreement, the Company has certain special
rights, including the right to designate the Independent Company Members and the
right to approve certain significant transactions involving ORBCOMM. See
"Governance of the Company and Relationship with ORBCOMM -- Participation in the
Governance of ORBCOMM" and "Description of the Partnership Agreement." These
special rights will automatically terminate following a Company Change of
Control (as defined) or on a reduction in the Company's interest in ORBCOMM as a
result of a sale of Partnership Units by the Company after which the Company
owns less than 5% of the then outstanding Partnership Units. A Company Change of
Control includes circumstances in which an entity other than OCC, Teleglobe
Mobile or their affiliates becomes the beneficial owner of more than 30% of the
Company's outstanding Common Stock or in which there is a change in a majority
of the members of the Company Board over a two-year period that was not approved
by a vote of 66 2/3% of the members of the Company Board then still in office
who were directors at the beginning of such two-year period or whose election or
nomination for election was previously so approved. As a result of

26
<PAGE> 32

these provisions, as well as the risks described below under "-- Risks Related
to the Investment Company Act of 1940," holders of Common Stock may effectively
be precluded from replacing a majority of the Company Board, which initially
consists of directors selected by Orbital and Teleglobe.

RISKS RELATED TO THE INVESTMENT COMPANY ACT OF 1940. The sole asset of the
Company consists of its Partnership Units. Under the United States Investment
Company Act of 1940 (the "1940 Act"), the Company could be deemed to be an
"investment company" if the Partnership Units constitute "securities," as
defined in the 1940 Act. The Company believes that it is not required to
register as an investment company under the 1940 Act. This determination is
based on the Company's belief that the Partnership Units it will hold will not
be "securities" for purposes of the 1940 Act. This belief is based on the
Company's management role in the affairs of ORBCOMM. If the Company were to
cease participation in the management of ORBCOMM, which would result if the
Company were to undergo a Company Change of Control or a reduction in interest
were to occur, its Partnership Units in ORBCOMM could be deemed "securities" for
purposes of the 1940 Act. Such a determination could result in the Company being
deemed an investment company under the 1940 Act and thereby becoming subject to
the registration and other requirements of the 1940 Act. The Company intends to
conduct its operations so as to avoid being deemed an investment company under
the 1940 Act. See "-- Risk of Loss of Management Rights on a Change of Control
or Reduction in Interest."

DIVIDEND POLICY. The Company has never declared or paid any dividends on
its Common Stock and ORBCOMM has never made distributions on its Partnership
Units. The Company and, except for distributions for the payment of taxes by its
Partners, ORBCOMM do not currently anticipate paying any such dividends or
distributions in the foreseeable future. Cash distributions by ORBCOMM are
restricted by the Indenture. See "Description of the Senior Notes -- Covenants."
The Company's sole asset consists of its Partnership Units in ORBCOMM and the
Company has no independent means of generating revenues.

ORBCOMM is intended to be treated as a partnership for U.S. federal income
tax purposes. The Company will be responsible for paying U.S. federal, state and
local income tax on its allocable share of the income of ORBCOMM. The Company
will have no source of funds to pay such U.S. federal, state and local income
taxes other than distributions from ORBCOMM. In connection with the Offering,
ORBCOMM received the consent of the Holders to amend certain provisions of the
Indenture to, among other things, permit distributions to the Company for
purposes of paying taxes on the income of ORBCOMM. Such distributions are
currently limited by the Indenture and may be limited by the provisions of other
future indebtedness of ORBCOMM. See "-- Financing Risks -- Restrictive
Covenants."

DILUTION RISK. On the purchase by the Company of Partnership Units with
the proceeds of the Offering, the Company will realize a substantial dilution in
pro forma net tangible book value per Partnership Unit. See "Dilution."

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<PAGE> 33

THE COMPANY AND RELATIONSHIPS AMONG THE ORBCOMM PARTIES

The Company was incorporated as a Delaware corporation on March 23, 1998.
The Company was formed for the sole purpose of investing in, and acting as a
General Partner of ORBCOMM. The Company will use the net proceeds of the
Offering to acquire Partnership Units. On consummation of the Offering and
application of the proceeds therefrom to purchase Partnership Units, the Company
is expected to own approximately 15.4% of the outstanding Partnership Units
(approximately 17.4% if the Underwriters' over-allotment option is exercised in
full). The expenses of the Offering, estimated to be $2.3 million, will be borne
entirely by the Company. The Company's sole asset consists of its Partnership
Units and its only activity will be participating in the management of ORBCOMM.
Neither OCC nor Teleglobe Mobile has made a commitment to purchase any shares of
Common Stock in the Offering. However, depending on market conditions, OCC or
Teleglobe Mobile may consider purchasing some portion of shares of Common Stock
to facilitate the Offering.

The following is a chart of ORBCOMM's ownership structure after the sale of
Partnership Units to the Company.

[ORBCOMM OWNERSHIP STRUCTURE CHART]
- ---------------

(1) Represents current ownership by Orbital in OCC, with the remaining interests
acquired pursuant to the exercise of stock options granted under the OCC
Stock Option Plan. Unexercised options previously granted under the OCC
Stock Option Plan are expected to be converted on consummation of the
Offering into options to acquire shares of Common Stock of the Company
pursuant to the Equity Plan. The conversion does not establish a new
measurement date for the options. The number of stock options and related
exercise prices on a converted basis will be based on the initial public
offering price of the Common Stock. The conversion and the Offering do not
change or otherwise alter the underlying economics encompassed by the OCC
stock options. See "Management -- Equity Plan" and Note 8 to Notes to
Combined Financial Statements of ORBCOMM.

(2) Represents percentage of Partnership Units in ORBCOMM. If the Underwriters'
over-allotment option is exercised in full, the Company, OCC and Teleglobe
Mobile would own approximately 17.4%, 41.3% and 41.3%, respectively, of the
outstanding Partnership Units of ORBCOMM.

(3) OCC holds the FCC Licenses.

For a description of the potential for dilution of the Company's interest
in ORBCOMM, see "Dilution." For additional information on the Company's
governance arrangements and its relationship with ORBCOMM, see "Certain
Relationships and Related Transactions," "Governance of the Company and
Relationship with ORBCOMM" and "Description of the Partnership Agreement."

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<PAGE> 34

ORBCOMM is a Delaware limited partnership formed in 1993 to develop,
construct, operate and market the ORBCOMM system. The partnership interests in
ORBCOMM are currently held 50% by OCC, a Delaware corporation and subsidiary of
Orbital, a Delaware corporation, and 50% by Teleglobe Mobile, a Delaware general
partnership, the general partners of which are affiliates of Teleglobe and TRI.
ORBCOMM, Orbital, OCC, Teleglobe and Teleglobe Mobile are sometimes referred to
herein as the "ORBCOMM Parties."

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<PAGE> 35

USE OF PROCEEDS

The net proceeds of the Offering are estimated to be approximately $90.0
million (approximately $103.8 million if the Underwriters' over-allotment option
is exercised in full), assuming an initial public offering price of $16.50 per
share of Common Stock (the mid-point of the estimated initial public offering
price range set forth on the cover page of this Prospectus) and after deducting
underwriting discounts and commissions, and expenses of the Offering, estimated
to be $2.3 million. The net proceeds of the Offering will be used by the Company
to purchase 6,000,000 Partnership Units (6,900,000 Partnership Units if the
Underwriters' over-allotment option is exercised in full). Following application
of the net proceeds of the Offering to purchase the Partnership Units, the
Company is expected to own approximately 15.4% of the outstanding Partnership
Units (approximately 17.4% if the Underwriters' over-allotment option is
exercised in full). See "Dilution" and "Underwriting."

ORBCOMM will use the net proceeds of the sale of Partnership Units to the
Company primarily for: (i) the design, construction and launch of the planned
36-satellite enhanced constellation; (ii) related development, operating and
marketing expenses, including expenses incurred in connection with Internal
VARs; (iii) the payment of interest on the Notes and scheduled payments of
principal and interest on the MetLife Note; (iv) the payment of fees and
expenses of the Consent Solicitation; and (v) other general corporate purposes
related to commercial deployment of the ORBCOMM system. For more detailed
information related to ORBCOMM's use of the net proceeds of the sale of
Partnership Units, see "Prospectus Summary -- Sources and Uses of Funds by
ORBCOMM" and "Certain Relationships and Related Transactions -- Procurement
Agreement."

The Notes mature on August 15, 2004 and bear interest at a rate of 14% per
annum, with Revenue Participation Interest (as defined in the Indenture). See
"Description of the Senior Notes." The MetLife Note matures in December 1999 and
bears interest at a rate of 9.2% per annum.

DIVIDEND POLICY

The Company has never declared or paid any dividends on its Common Stock
and ORBCOMM has never made distributions on its Partnership Units. The Company
and, except as described below, ORBCOMM do not anticipate paying any such
dividends or distributions for the foreseeable future.

The Company's sole asset consists of its Partnership Units in ORBCOMM and
the Company has no independent means of generating revenues. ORBCOMM will
reimburse the Company for its operating expenses, which expenses are not
expected to be material. The Partnership Agreement requires the ORBCOMM
Committee, to the extent of legally available funds, to declare and pay a pro
rata distribution at the end of each fiscal quarter in an amount sufficient to
ensure that each General Partner shall have received at least an amount equal to
the product of (i) 40% multiplied by (ii) the lesser of (a) such General
Partner's distributive share of ORBCOMM's estimated taxable income for the
preceding fiscal quarter or (b) the excess of cumulative net income over
cumulative net loss allocated to such General Partner. Cash distributions by
ORBCOMM (other than distributions by ORBCOMM to the Company for the
reimbursement of certain administrative expenses and to the General Partners for
the payment of their respective income tax liabilities) are restricted by the
Indenture. See "Risk Factors -- Financing Risks -- Restrictive Covenants" and
"Description of the Senior Notes."

The Company intends to distribute promptly, as dividends to its
stockholders, the distributions, if any, made to it by ORBCOMM, less any amounts
reasonably required to be retained for payment of taxes, to satisfy any
liabilities and to fund any contingencies.

30
<PAGE> 36

DILUTION

Purchasers of Common Stock in the Offering will not experience significant
dilution with respect to the Common Stock of the Company on consummation of the
Offering. Dilution to investors with respect to the Common Stock (although not
with respect to the Company's interest in ORBCOMM) will occur at any time the
holders of Partnership Units exchange Partnership Units for Common Stock
pursuant to the Unit Exchange Agreement. In addition, dilution to new investors
with respect to the Common Stock (and the Company's interest in ORBCOMM) will
occur pro rata with the other Partners on exercise of options issued under the
Equity Plan. See "Management -- Equity Plan," "Governance of the Company and
Relationship with ORBCOMM -- Exchange Rights of ORBCOMM Partners" and "Shares
Eligible for Future Sale."

The price per Partnership Unit to be paid by the Company for the
Partnership Units to be purchased with the proceeds of the Offering will exceed
the price per Partnership Unit paid by ORBCOMM's current Partners. The following
table illustrates the dilution in pro forma net tangible book value on a per
Partnership Unit basis, assuming an initial public offering price of $16.50 per
share of Common Stock (the mid-point of the estimated initial public offering
price range set forth on the cover page of this Prospectus), total net proceeds
to the Company of the Offering of approximately $90.0 million and an aggregate
purchase price of approximately $90.0 million for the 6,000,000 Partnership
Units purchased by the Company. Net tangible book value per Partnership Unit is
equal to ORBCOMM's total tangible assets less total liabilities as of March 31,
1998, divided by the number of Partnership Units outstanding at that date.

<TABLE>
<S> <C> <C>
Estimated purchase price per Partnership Unit purchased by
the Company with the net proceeds of the Offering......... $16.50
Net tangible book value per Partnership Unit at March 31,
1998...................................................... $ 3.36
Pro forma increase in net tangible book value per
Partnership Unit attributable to the sale of Partnership
Units to the Company...................................... 1.80
------
Pro forma net tangible book value per Partnership Unit after
the Offering.............................................. $ 5.16
------
Pro forma dilution per Partnership Unit to the Company after
the Offering.............................................. $11.34
======
</TABLE>

The following table summarizes the relative investment in ORBCOMM of the
current Partners and the Company, as adjusted to give effect to the sale of
Partnership Units to the Company in connection with the Offering, assuming an
initial public offering price of $16.50 per share of Common Stock (the mid-point
of the estimated initial public offering price range set forth on the cover page
of this Prospectus), total net proceeds to the Company of the Offering of
approximately $90.0 million and an aggregate purchase price of approximately
$90.0 million for the 6,000,000 Partnership Units purchased by the Company.

<TABLE>
<CAPTION>
PARTNERSHIP UNITS CONSIDERATION
-------------------- ---------------------- AVERAGE PRICE PER
NUMBER PERCENT PAID PERCENT PARTNERSHIP UNIT
---------- ------- ------------ ------- -----------------
<S> <C> <C> <C> <C> <C>
Current Partners................... 32,801,310 84.6% $190,000,000 65.7% $ 5.79
The Company........................ 6,000,000 15.4 99,000,000 34.3 16.50
---------- ------ ------------ ------
Total (1)..................... 38,801,310 100.0% $289,000,000 100.0%
========== ====== ============ ======
</TABLE>

- ------------------------------
(1) Does not give effect to the exercise of outstanding options to purchase
shares of OCC common stock that are expected to be converted into options to
purchase shares of Common Stock reserved for issuance under the Equity Plan.
See "Management -- Equity Plan."

31
<PAGE> 37

CAPITALIZATION

THE COMPANY

The following table sets forth as of March 31, 1998: (i) the capitalization
of the Company; and (ii) the capitalization of the Company as adjusted to
reflect the issuance and sale by the Company of 6,000,000 shares of Common Stock
in the Offering at an assumed initial public offering price of $16.50 per share
(the mid-point of the estimated initial public offering price range set forth on
the cover page of this Prospectus) and the receipt of the estimated net proceeds
thereof (after expenses of the Offering, estimated to be $2.3 million). This
table should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Company's balance
sheet as of March 31, 1998 and the notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Investment in ORBCOMM....................................... $ -- $ 90,000
------- --------
Total asset............................................ $ -- $ 90,000
======= ========
Stockholders' Equity:
Common Stock, par value $.01 per share, 1,000 shares
authorized; 100 shares issued and outstanding;
150,000,000 shares authorized; 6,000,000 shares issued
and outstanding as adjusted........................... $ -- $ 60
Additional paid-in capital............................. -- 89,940
Retained earnings...................................... -- --
------- --------
Total stockholders' equity............................. -- 90,000
------- --------
Total capitalization.............................. $ -- $ 90,000
======= ========
</TABLE>

ORBCOMM

The following table sets forth as of March 31, 1998: (i) the capitalization
of ORBCOMM on a combined basis; and (ii) the capitalization of ORBCOMM on a
combined basis as adjusted to reflect the issuance and sale by ORBCOMM of
6,000,000 Partnership Units to the Company in exchange for the net proceeds of
the Offering (estimated to be $90.0 million, assuming an initial public offering
price of $16.50 per share (the mid-point of the estimated initial public
offering price range set forth on the cover page of this Prospectus) and after
expenses of the Offering, estimated to be $2.3 million). This table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and ORBCOMM's combined financial statements
as of March 31, 1998 and the notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash, cash equivalents and investments (1).................. $ 32,035 $122,035
======== ========
Long-term debt:
Notes (2).............................................. $170,000 $170,000
Other long-term debt (3)............................... 2,015 2,015
-------- --------
Total long-term debt.............................. 172,015 172,015
Total partners' capital..................................... 115,467 $205,467
-------- --------
Total capitalization.............................. $287,482 $377,482
======== ========
</TABLE>

- ------------------------------
(1) Includes the aggregate principal amount of Pledged Securities of
approximately $10.6 million and the amount in a segregated account related
to the MetLife Note of approximately $2.5 million.
(2) Approximately $44.8 million of the net proceeds of the Notes Offering was
used to purchase the Pledged Securities.
(3) Represents the outstanding balance of the MetLife Note.

32
<PAGE> 38

SELECTED HISTORICAL FINANCIAL DATA

THE COMPANY

The selected historical financial data of the Company presented below as of
March 31, 1998 are derived from the audited balance sheet of the Company. The
selected historical financial data set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations," the Company's balance sheet as of March 31, 1998 and the notes
thereto, and ORBCOMM's combined financial statements as of December 31, 1996 and
1997 and for each of the years in the three-year period ended December 31, 1997,
and the notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
-------------------------
ACTUAL AS ADJUSTED (1)
------- ---------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Investment in ORBCOMM....................................... $ -- $ 90,000
Total assets................................................ -- 90,000
Stockholders' equity........................................ -- 90,000
</TABLE>

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

(1) As adjusted to reflect the issuance and sale by the Company of the 6,000,000
shares of Common Stock offered hereby, assuming an initial public offering
price of $16.50 per share of Common Stock (the mid-point of the estimated
initial public offering price range set forth on the cover page of this
Prospectus), total net proceeds to the Company of the Offering of
approximately $90.0 million (after expenses of the Offering, estimated to be
$2.3 million) and an aggregate purchase price of approximately $90.0 million
for the 6,000,000 Partnership Units purchased by the Company. See "Use of
Proceeds" and "Capitalization."

33
<PAGE> 39

ORBCOMM

The selected historical combined financial data of ORBCOMM presented below
under the captions "Combined Statements of Operations Data" and "Combined
Balance Sheets Data" for, and as of, each of the years in the five-year period
ended December 31, 1997, are derived from the audited combined financial
statements of ORBCOMM. The financial statements of ORBCOMM include ORBCOMM USA
and ORBCOMM International for the purpose of depicting the combined financial
position and results of operations of ORBCOMM, ORBCOMM USA and ORBCOMM
International on a historical basis. The summary combined financial data of
ORBCOMM presented below under the captions "Combined Statements of Operations
Data" and "Combined Balance Sheets Data" for, and as of, each of the three
months ended March 31, 1997 and 1998, are derived from ORBCOMM's unaudited
combined financial statements, which, in management's opinion, reflect all
normal recurring adjustments necessary to fairly present this information when
read in conjunction with the combined financial statements and the notes thereto
included elsewhere in this Prospectus. The selected historical combined
financial data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
ORBCOMM's combined financial statements as of December 31, 1996 and 1997 and for
each of the years in the three-year period ended December 31, 1997 and the notes
thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT OTHER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
COMBINED STATEMENTS OF OPERATIONS
DATA:
Total revenues (1)................ $ 749 $ 2,093 $ 2,260 $ 400 $ 268 $ 127 $ 305
Cost of product sales............. -- -- -- 268 517 124 286
Depreciation...................... -- -- -- 6,198 7,348 1,718 1,903
Engineering expenses (2).......... -- -- -- 5,453 8,160 1,580 2,654
Marketing expenses................ 749 2,093 2,232 6,832 10,673 1,847 4,278
General, administrative and other
expenses........................ -- 9 50 4,777 9,722 1,305 2,090
Interest income, net.............. -- -- 59 3,554 4,545 2,016 218
------- ------- -------- -------- -------- ------- --------
Net income (loss)................. $ -- $ (9) $ 37 $(19,574) $(31,607) $(4,431) $(10,688)
======= ======= ======== ======== ======== ======= ========
OTHER DATA:(3)
Number of VARs.................... -- 2 15 29 41 34 45
Number of International
Licensees....................... -- -- 1 5 12 7 13
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
---------------------------------------------------- -----------
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
COMBINED BALANCE SHEETS DATA:
Cash, cash equivalents and investments
(4).................................... $ 20 $ 5,020 $ 1,805 $153,482 $ 38,862 $ 32,035
ORBCOMM system, net (5).................. 43,924 68,647 106,990 170,034 263,379 280,916
Total assets............................. 47,685 73,667 109,242 336,615 331,961 345,799
Total long-term debt..................... -- 5,000 4,175 173,269 172,277 172,015
Total partners' capital.................. 47,685 58,529 94,603 137,850 106,155 115,467
</TABLE>

- ------------------------------
(1) ORBCOMM is a development stage enterprise. Total revenues presented for the
years ended December 31, 1993, 1994 and 1995 represent a non-refundable fee
received from a potential International Licensee and revenues from OCC with
respect to certain marketing costs.
(2) Prior to 1996, ORBCOMM capitalized substantially all engineering expenses as
part of the total costs of the ORBCOMM system. See footnote 5 below.
(3) Other Data is calculated as of the end of the period presented.
(4) Includes the aggregate principal amount of Pledged Securities of
approximately $10.6 million and the amount in a segregated account related
to the MetLife Note of approximately $2.5 million, respectively. See
"Description of the Senior Notes."
(5) Represents the aggregate costs of satellite constellation design,
construction, launch services, design and construction of the U.S. Ground
Segment and insurance and other system costs (including $40.5 million of
capitalized interest), net of accumulated depreciation.

34
<PAGE> 40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The Company, which is the issuer of the Common Stock offered hereby, was
organized in March 1998 to invest in, and act as a General Partner of, ORBCOMM.
The Company's sole asset will be its Partnership Units and the Company's results
of operations will reflect its proportionate share of ORBCOMM's net income or
loss using the equity method of accounting. In its annual and quarterly reports,
the Company will present separate financial statements for the Company and
ORBCOMM. The following is a discussion of the combined financial condition and
results of operations of ORBCOMM and should be read in conjunction with the
combined financial statements and related notes thereto and other combined
financial information included elsewhere in this Prospectus.

OVERVIEW

ORBCOMM was organized in 1993 by OCC and Teleglobe Mobile, each of which
currently owns 50% of the partnership interests of ORBCOMM. Through May 31,
1998, Orbital, through OCC, and Teleglobe and TRI, through Teleglobe Mobile, had
invested in the aggregate approximately $190 million in ORBCOMM. In 1995, OCC
and Teleglobe Mobile formed the Marketing Partnerships to market services using
the ORBCOMM system in the United States and internationally. On consummation of
the Offering, OCC and Teleglobe Mobile will contribute to ORBCOMM their
respective two percent partnership interests in ORBCOMM USA and ORBCOMM
International, dissolve each of the Marketing Partnerships and amend or
terminate certain agreements to which either or both of the Marketing
Partnerships is a party.

ORBCOMM provides two-way monitoring, tracking and messaging services
through the world's first commercial LEO satellite-based communications system.
ORBCOMM's current primary target markets include: (i) fixed asset monitoring
services for electric utility meters, oil and gas storage tanks, wells and
pipelines and environmental projects; (ii) mobile asset tracking services for
commercial trucks, trailers, containers, rail cars, heavy equipment, fishing
vessels, barges and government assets; and (iii) messaging services for
consumers and commercial and government entities. Future target markets are
expected to include: (i) tracking, messaging and security services for
automobiles; (ii) monitoring applications for home security systems; and (iii)
additional U.S. and foreign government applications. ORBCOMM has entered into
agreements with over 45 VARs, each of which is authorized to market and
distribute ORBCOMM services within specific regions and to targeted industries
or markets. ORBCOMM has also established two Internal VARs to market and
distribute monitoring and tracking services to the oil and gas and
transportation industries. In addition, ORBCOMM has entered into agreements with
14 International Licensees that are expected to market and distribute ORBCOMM
services in approximately 100 countries within North and South America, Europe,
Asia, the Middle East and Africa following completion of the necessary ground
infrastructure and receipt of the necessary regulatory and other approvals.
ORBCOMM has also entered into agreements with six subscriber unit manufacturers,
Panasonic, Scientific-Atlanta, Magellan, Stellar, Torrey and CTI, and has type
approved eleven subscriber unit models for commercial use with the ORBCOMM
system. Four subscriber unit manufacturers have commenced production of
subscriber units that can be used for electric utility meter, oil and gas
storage tank, well and pipeline and environmental monitoring and commercial
truck, trailer, container, rail car, heavy equipment, fishing vessel and
government asset tracking applications.

SERVICE ROLL-OUT

ORBCOMM believes that it will provide a reliable, cost-effective method of
providing fixed asset monitoring, mobile asset tracking and messaging services
to a broad range of customers around the world, enabling such customers to
collect data from multiple locations, track assets on a global basis and
transmit and receive short text messages outside the coverage area of other
systems. ORBCOMM has launched 12 satellites to date and expects to launch 16
additional satellites in the third quarter of 1998, which will complete its
planned 28-satellite constellation. An additional eight satellites that will
create a 36-satellite enhanced constellation with increased capacity and
improved service in equatorial regions are expected to be launched in the third
quarter of 1999.
35
<PAGE> 41

Since early 1996, ORBCOMM has been providing limited commercial service in
the United States through ORBCOMM's initial two satellites, each of which has a
design life of four years beginning on the date it was placed in commercial
service. ORBCOMM has begun to place in commercial service satellites that were
launched in late 1997 and early 1998 and, as a result, ORBCOMM has begun to
offer commercial service on a broader basis. ORBCOMM expects to have the ability
to significantly expand its commercial services in the fourth quarter of 1998 in
the United States and other temperate zones, when 16 additional satellites are
expected to be placed in commercial service. Service outside the United States
will be expanded as the necessary ground infrastructure is completed and the
necessary regulatory approvals are received. Based on ORBCOMM's experience,
ground infrastructure is generally completed within 12 to 24 months after
execution of a ground procurement contract and regulatory approvals are
generally received within two to 12 months after submission of a regulatory
application. ORBCOMM cannot predict with certainty when ORBCOMM services will be
available on a worldwide basis, although ORBCOMM expects to have the ability to
offer enhanced service in equatorial regions in the fall of 1999, when the final
eight satellites of the planned 36-satellite enhanced constellation are
scheduled to be placed in commercial service. Certain ORBCOMM system satellites
have experienced anomalies and outages. See "Risk Factors -- Technology
Risks -- Design and Operation Risks and Existing Anomalies and Outages."

The U.S. Ground Segment, including the Network Control Center and four
Gateway Earth Stations, is operational. In March 1998, a Gateway located in
Italy successfully completed acceptance testing. In each of South Korea and
Japan, a Gateway is under construction and is expected to be completed by
mid-1998. During 1998, ORBCOMM expects that certain of its International
Licensees will be able to offer ORBCOMM services in portions of Europe, Japan,
Brazil, South Korea and Morocco, subject to completion of the necessary ground
infrastructure and receipt of the necessary regulatory and other approvals.

As a development stage company, ORBCOMM has incurred losses since its
inception and ORBCOMM believes it will continue to do so for at least the next
two years. ORBCOMM's ability to become profitable and generate positive cash
flow is dependent on the continued expansion of commercial services, adequate
customer acceptance of ORBCOMM services and numerous other factors. See "Risk
Factors -- Development Stage Enterprise," "Risk Factors -- Financing Risks" and
"Risk Factors -- Market Demand -- Acceptance of ORBCOMM Services."

REVENUES

Domestically, ORBCOMM generates revenues from the direct sale of satellite
capacity to VARs, which sales to date have been primarily for resale to beta
test customers. The pricing of satellite capacity is based on many variables,
including the availability and cost of substitute services, the cost of
providing service and the nature of the customer application. Pricing generally
is based on a wholesale pricing structure that incorporates an initial
activation charge, a recurring monthly charge for access to the ORBCOMM system
and charges based on the customer's usage.

ORBCOMM began generating revenue in April 1998 from the sale of data and
messaging communications services and applications developed and distributed by
the Internal VARs. The pricing of services provided by the Internal VARs is
based on a pricing structure similar to the VAR pricing structure except that
the Internal VAR pricing structure will generate additional revenues from
value-added software, hardware and services provided to the customer.

ORBCOMM has on occasion purchased and recently entered into agreements, and
may enter into additional agreements in the future, to purchase subscriber units
for resale. In the past, ORBCOMM has not generated substantial revenues from the
sale of subscriber units. ORBCOMM recently committed to purchase $6.2 million of
subscriber units (approximately 17,000 units) from certain manufacturers to
accelerate initial customer sales by VARs, Internal VARs and International
Licensees. ORBCOMM expects to sell these subscriber units to these entities at
prices equal to or greater than cost, although there can be no assurance that
ORBCOMM will be able to do so.

Internationally, ORBCOMM generates revenues through license fees paid by,
and through the sale of Gateways to, International Licensees. In addition, all
International Licensees will pay a monthly satellite
36
<PAGE> 42

usage fee based on the greater of a percentage of gross operating revenues and a
data throughput fee. International Licensees' gross operating revenues are
generally based on a wholesale pricing structure similar to the prices charged
to VARs, which includes an activation charge, a recurring monthly access charge
and a usage charge. On execution of a service license or similar agreement, an
International Licensee purchases a Gateway or Gateway components from ORBCOMM
pursuant to a Gateway procurement contract or arranges to share a Gateway with
an International Licensee that is in close proximity. Cash received under the
Gateway procurement contracts is generally accounted for as deferred revenues
and recognized when the Gateway has successfully completed acceptance testing.
License fees from service license or similar agreements are generally accounted
for as deferred revenues and recognized over the term of the agreements or when
ORBCOMM's obligations under the agreements are substantially complete.

OPERATING EXPENSES

ORBCOMM owns and operates the assets that comprise the ORBCOMM system other
than the FCC Licenses (which are held by OCC, with certain contractual rights
relating thereto granted to ORBCOMM). Satellite-based communications systems are
characterized by high initial capital expenditures and relatively low marginal
costs for providing service. ORBCOMM has been depreciating certain of its assets
beginning in 1996, when commercial operation of the ORBCOMM system began. Cost
of products sold consists of the cost of sale of subscriber units sold to
customers. ORBCOMM has agreed to pay to Magellan a subsidy for each Magellan
subscriber unit sold, through March 1999, up to an aggregate of $2.4 million.
Additionally, ORBCOMM incurs engineering expenses related to the development and
operation of the ORBCOMM system and marketing, administrative and other expenses
related to the operation of the ORBCOMM system. ORBCOMM has also incurred
nominal expenses related to the development of Internal VARs which are included
in marketing expenses. ORBCOMM anticipates that its expenses related to the
continued development and operation of the Internal VARs (including the
development of applications for customers) will increase substantially as
ORBCOMM expands the marketing and distribution efforts of the Internal VARs.

RESULTS OF OPERATIONS

ORBCOMM commenced limited commercial service in the United States in
February 1996 and has generated nominal revenues and substantial negative cash
flows to date. ORBCOMM's activities have focused primarily on the acquisition of
U.S. regulatory approvals for the operation of the ORBCOMM system, the design,
construction and launch of satellites, the design and construction of associated
ground network and operating systems (including associated software), the
development of subscriber unit manufacturing sources, the negotiation of
agreements with VARs and International Licensees, the development of Internal
VARs, the development of customer software and hardware applications,
preliminary marketing and sales activities associated with ORBCOMM's limited
commercial operations to date and the hiring of key personnel.

For the three months ended March 31, 1997 and 1998, ORBCOMM generated
revenues of $127,000 and $305,000, respectively. The cost of product sales
associated with revenues for the three months ended March 31, 1997 and 1998 was
$124,000 and $286,000, respectively. For the year ended December 31, 1995,
ORBCOMM generated revenues of $2.3 million, of which $900,000 represented a
contract extension fee received from a potential International Licensee and $1.4
million represented contractual marketing services to OCC. For the years ended
December 31, 1996 and 1997, ORBCOMM generated revenues of $400,000 and $268,000,
respectively. The cost of product sales associated with revenues for the years
ended December 31, 1996 and 1997 was $268,000 and $517,000, respectively.
Revenues generated are primarily related to the sale of subscriber units and the
provision of limited communications services to customers.

For the three months ended March 31, 1997 and 1998, ORBCOMM incurred $1.7
million and $1.9 million, respectively, of ORBCOMM system depreciation expenses.
For the years ended December 31, 1995, 1996 and 1997, ORBCOMM incurred $0, $6.2
million and $7.3 million, respectively, of ORBCOMM system depreciation expenses.
ORBCOMM began depreciating its initial two satellites in 1996, when such
satellites commenced commercial operations.

37
<PAGE> 43

For the three months ended March 31, 1997 and 1998, ORBCOMM incurred $1.6
million and $2.7 million, respectively, of ORBCOMM system engineering expenses.
For the years ended December 31, 1995, 1996 and 1997, ORBCOMM incurred $0, $5.5
million and $8.2 million, respectively, of ORBCOMM system engineering expenses.
ORBCOMM capitalized a portion of engineering direct labor costs that relate to
hardware and system design, development and coding of the software products that
enhance the operation of the ORBCOMM system in amounts totaling $831,000 and
$2.0 million, respectively, for the three months ended March 31, 1997 and 1998
and $0, $1.2 million and $4.6 million, respectively, for the years ended
December 31, 1995, 1996 and 1997. For the three months ended March 31, 1997 and
1998, ORBCOMM incurred $1.8 million and $4.3 million, respectively, of marketing
expenses. For the years ended December 31, 1995, 1996 and 1997, ORBCOMM incurred
$2.2 million, $6.8 million and $10.7 million, respectively, of marketing
expenses related to the marketing of ORBCOMM services. For the three months
ended March 31, 1997 and 1998, ORBCOMM incurred $1.3 million and $2.1 million,
respectively, of general, administrative and other expenses related to the
operation of the ORBCOMM system. For the years ended December 31, 1995, 1996 and
1997, ORBCOMM incurred $50,000, $4.8 million and $9.7 million, respectively, of
general, administrative and other expenses related to the operation of the
ORBCOMM system. The increase in engineering, marketing and administrative
expenses since 1995 is attributable primarily to increased staffing and
expansion of commercial network operations and operational support services for
the commencement of commercial service.

ORBCOMM recognized interest income (excluding interest expense of $206,000
and $210,000) on the invested portion of the MetLife Note and the proceeds of
the Notes Offering of $2.2 million and $428,000 for the three months ended March
31, 1997 and 1998, respectively. ORBCOMM recognized interest income (excluding
interest expense of $0, $307,000 and $833,000) on the invested portion of the
MetLife Note and the proceeds of the Notes Offering of $59,000, $3.9 million and
$5.4 million for the years ended December 31, 1995, 1996 and 1997, respectively.
ORBCOMM capitalized interest as part of the historical cost of the ORBCOMM
system of $6.0 million and $6.0 million for the three months ended March 31,
1997 and 1998, respectively, and $426,000, $10.0 million and $24.1 million for
the years ended December 31, 1995, 1996 and 1997, respectively.

ORBCOMM expects engineering and marketing and administrative expenses to
continue to increase during 1998 due to a continued increase in the number of
employees, expanded commercial network operations, continued development of the
Internal VARs and operational support for the commencement of commercial
service. In addition, with the planned completion of the launch of the
28-satellite constellation in the third quarter of 1998, ORBCOMM expects
depreciation expense associated with the ORBCOMM system to increase
substantially.

As of March 31, 1998 and December 31, 1997, 1,098 and 880 subscriber units,
respectively, were either generating revenues or being used in beta tests. This
figure does not include subscriber units used for demonstration purposes,
delivered to resellers or on back order with subscriber unit manufacturers.

LIQUIDITY AND CAPITAL RESOURCES

ORBCOMM is a development stage enterprise and has incurred cumulative net
losses from inception. ORBCOMM has financed its operations to date primarily
with capital contributions from its current Partners and through financing
activities. For the three months ended March 31, 1998, net cash used in
operating activities was $7.1 million primarily as a result of a net loss,
excluding non-cash charges for depreciation and amortization of $2.1 million and
an increase in inventory for the construction of Gateways of $3.0 million. This
use of cash was partially offset by an increase in deferred revenue of $4.4
million, and an increase in accounts payable to Orbital of $8.4 million less a
semi-annual interest payment on the Notes. For the year ended December 31, 1997,
net cash used in operating activities was $12.3 million, primarily as a result
of a net loss excluding non-cash charges for depreciation and amortization of
$23.4 million and an increase in inventory for the construction of Gateways of
$15.8 million. This use of cash was partially offset by an increase in accounts
payable and accrued liabilities of $20.9 million and an increase in deferred
revenue of $7.1 million. Net cash of $84,000 and $4.6 million was used in
operating activities during 1995 and 1996, respectively. As of December 31, 1996
and 1997, ORBCOMM had $3.9 million and $19.6 million, respectively, of inventory
for
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construction of Gateways scheduled for delivery to the International Licensees
over the next two years. As of December 31, 1997, ORBCOMM had received $3.7
million under service license or similar agreements and $9.6 million under
ground segment agreements that are recorded as deferred revenue. As of March 31,
1998 cash and investments had been reduced by $6.8 million. Given the additional
$20.0 million of capital contributions by the current Partners in the first
quarter of 1998, the reduction primarily reflects capital expenditures,
operating expenses and a semi-annual interest payment. As of December 31, 1997,
cash and investments had been reduced by $114.6 million, which decrease was
attributable to capital expenditures, operating expenses and interest payments.
This was offset by an increase in accounts payable to Orbital under the
Procurement Agreement as a result of the achievement of milestones under the
Procurement Agreement, including the launch of eight satellites in December
1997.

Cash flows used in investing activities for the three months ended March
31, 1998 were $9.5 million primarily as a result of additional capital
expenditures and purchases and sales of securities. For the three months ended
March 31, 1998, ORBCOMM invested $19.4 million, including $6.0 million of
capitalized interest, for satellite constellation design, construction and
launch services and design and construction of the U.S. Ground Segment. Cash
flows used in investing activities for the year ended December 31, 1997 were
$27.3 million primarily as a result of additional capital expenditures and
purchases and sales of securities. In 1997, ORBCOMM invested $100.7 million,
including $24.1 million of capitalized interest, for satellite constellation
design, construction and launch services and design and construction of the U.S.
Ground Segment. This use of cash was partially offset by $73.8 million of net
proceeds of the sale of securities. For the years ended December 31, 1995 and
1996, $38.3 million and $165.8 million, respectively, were used in investing
activities, primarily for capital expenditures and purchases and sales of
securities. In 1995 and 1996, ORBCOMM invested $38.3 million and $69.2 million,
respectively, on capital expenditures. In 1995 and 1996, investing activities
also included $0 and $96.5 million, respectively, of cash used to purchase
securities.

Cash flows provided by financing activities for the three months ended
March 31, 1998 were $19.7 million. This amount principally reflects additional
capital contributions of ORBCOMM's current Partners of $20.0 million, partially
offset by the repayment of debt. Cash flows used in financing activities for the
fiscal year ended December 31, 1997 were $1.2 million, $1.0 million of which was
used to repay a portion of the principal of the MetLife Note. Cash flows related
to financing activities for the fiscal years ended December 31, 1995 and 1996
resulted in increases of $35.2 million and $225.4 million, respectively. These
increases reflect additional contributions by the current Partners of $38.1
million and $62.7 million in 1995 and 1996, respectively, and net proceeds of
approximately $164.5 million from the Notes Offering in 1996.

Expected future uses of cash include continued hiring of employees, capital
expenditures related to the completion of the ORBCOMM constellation, debt
servicing and working capital requirements. In addition, ORBCOMM intends to
continue to increase marketing and product development expenditures in
anticipation of expanded commercial operations. The total cost of the
36-satellite enhanced constellation through the third quarter of 1999 is
expected to be $332.0 million. Of this amount, $244.0 million is for the design,
development and construction of the satellite constellation and launch services,
$39.0 million is for the design and construction of the U.S. Ground Segment,
$17.0 million is for insurance and approximately $32.0 million is for other
system costs such as engineering and billing system costs. Through March 31,
1998, $255.9 million had been spent for the ORBCOMM system, excluding a total of
$40.5 million of capitalized interest costs. The foregoing information reflects
ORBCOMM's current estimate of its funding requirements for the ORBCOMM system.
Actual amounts may vary from such estimates for a variety of reasons, including
delays or launch or satellite failures. See "Risk Factors -- Forward Looking
Statements and Market Estimates."

ORBCOMM expects to continue to generate negative cash flows through all of
1998 and at least a portion of 1999. ORBCOMM expects that a portion of its cash
requirements will be met through cash expected to be generated from operations.
ORBCOMM's ability to generate significant revenues is subject to numerous
uncertainties. In 1998, ORBCOMM expects to receive additional cash payments of
approximately $36.0 million under agreements with International Licensees
assuming certain milestones are achieved, including: (i) acceptance of Gateways
by the International Licensees; (ii) launch of additional satellites by ORBCOMM;
and (iii) receipt of regulatory approvals by the International Licensees.
ORBCOMM's service

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<PAGE> 45

and equipment contracts are U.S. dollar based and do not generate foreign
currency risk. Without giving effect to the Offering, ORBCOMM believes that the
capital contributions of ORBCOMM's current Partners and the net proceeds of the
Notes Offering and the MetLife Note will be sufficient to fund ORBCOMM's
anticipated net cash loss from operations and capital expenditures through
mid-1998. Additionally, Orbital has indicated that it will continue to defer
invoicing of certain amounts otherwise due through June 1998 under the
Procurement Agreement through the end of the third quarter of 1999, except to
the extent that ORBCOMM elects to pay such amounts earlier. See "Use of
Proceeds."

ORBCOMM believes that the net proceeds of the Offering and the application
of the net proceeds therefrom to purchase Partnership Units, the capital
contributions of ORBCOMM's current Partners, the invoice deferrals by Orbital,
and the net proceeds of the Notes Offering and the MetLife Note will be
sufficient to fund ORBCOMM's anticipated net cash loss from operations and
capital expenditures through the third quarter of 1999. ORBCOMM may require
additional capital and may seek to raise such additional capital through equity
or debt financing or by entering into other strategic arrangements. There can be
no assurance, however, that debt or equity financing will be available and, if
so, that it will be available on terms acceptable to ORBCOMM or that strategic
arrangements will be possible and, if so, that they will be possible on terms
acceptable to ORBCOMM. See "Risk Factors -- Financing Risks -- Additional
Funding Requirements" and "Risk Factors -- Forward Looking Statements and Market
Estimates."

ORBCOMM has made a preliminary assessment of potential "Year 2000" issues
with respect to various of its computer-related systems. ORBCOMM has developed
an initial corrective action plan that includes reprogramming impacted software
when appropriate and feasible, obtaining vendor-provided software upgrades when
available and completely replacing impacted systems when necessary. ORBCOMM
currently expects that all identified "Year 2000" impacted systems will be
corrected by the end of 1998, although there can be no assurance that ORBCOMM
has identified all "Year 2000" impacted systems or that its corrective action
plan will be timely and successful. ORBCOMM believes that the costs to correct
its impacted systems will not materially affect its results of operations or its
financial condition. In addition, ORBCOMM has not received any indication to
date that the impact of "Year 2000" issues on its customers and suppliers will
have a material adverse effect on ORBCOMM's financial condition and results of
operations.

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<PAGE> 46

BUSINESS

OVERVIEW

ORBCOMM provides two-way monitoring, tracking and messaging services
through the world's first commercial LEO satellite-based data communications
system. ORBCOMM believes that it will provide a reliable, cost-effective method
of providing fixed asset monitoring, mobile asset tracking and messaging
services to a broad range of customers around the world, enabling such customers
to collect data from multiple locations, track assets on a global basis and
transmit and receive short text messages outside the coverage area of other
systems.

Since early 1996, ORBCOMM has been providing limited commercial service in
the United States through ORBCOMM's initial two satellites, each of which has a
design life of four years beginning on the date it was placed in commercial
service. ORBCOMM has begun to place in commercial service satellites that were
launched in late 1997 and early 1998 and, as a result, ORBCOMM has begun to
offer commercial service on a broader basis. ORBCOMM expects to have the ability
to significantly expand its commercial services in the fourth quarter of 1998 in
the United States and other temperate zones, when 16 additional satellites are
expected to be placed in commercial service. Service outside the United States
will be expanded as the necessary ground infrastructure is completed and the
necessary regulatory approvals are received. Based on ORBCOMM's experience,
ground infrastructure is generally completed within 12 to 24 months after
execution of a ground procurement contract and regulatory approvals are
generally received within two to 12 months after submission of a regulatory
application. ORBCOMM cannot predict with certainty when ORBCOMM services will be
available on a worldwide basis, although ORBCOMM expects to have the ability to
offer enhanced service in equatorial regions in the fall of 1999, when the final
eight satellites of the planned 36-satellite enhanced constellation are
scheduled to be placed in commercial service. Certain ORBCOMM system satellites
have experienced anomalies or outages. See "Risk Factors -- Technology
Risks -- Design and Operation Risks and Existing Anomalies and Outages" and
"Risk Factors -- Regulatory Risks -- International Licensing Risks."

ORBCOMM is targeting specific markets for its communications services,
including those in which potential customers currently have geographically
limited or otherwise inefficient methods of obtaining information. ORBCOMM's
current primary target markets include: (i) fixed asset monitoring services for
electric utility meters, oil and gas storage tanks, wells and pipelines and
environmental projects; (ii) mobile asset tracking services for commercial
trucks, trailers, containers, rail cars, heavy equipment, fishing vessels,
barges and government assets; and (iii) messaging services for consumers and
commercial and government entities. Future target markets are expected to
include: (i) tracking, messaging and security services for automobiles; (ii)
monitoring applications for home security systems; and (iii) additional U.S. and
foreign government applications. Based on market analyses conducted by and on
behalf of ORBCOMM, ORBCOMM estimates that the current addressable market
worldwide for data and messaging services of the type that can be provided by
Little LEO systems such as ORBCOMM's is in excess of 160 million subscriber
units.

ORBCOMM has made substantial progress toward its goal of full commercial
operation of the ORBCOMM system. ORBCOMM has entered into agreements with over
45 VARs, each of which is authorized to market and distribute ORBCOMM services
within specific regions and to targeted industries or markets. ORBCOMM has also
established two Internal VARs to market and distribute monitoring and

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tracking services to the oil and gas and transportation industries. In addition,
ORBCOMM has entered into agreements with 14 International Licensees that are
expected to market and distribute ORBCOMM services in approximately 100
countries within North and South America, Europe, Asia, the Middle East and
Africa following completion of the necessary ground infrastructure and receipt
of the necessary regulatory and other approvals. ORBCOMM has also entered into
agreements with six subscriber unit manufacturers, Panasonic,
Scientific-Atlanta, also a VAR, Magellan, Stellar, Torrey and CTI, and has type
approved eleven subscriber unit models for commercial use with the ORBCOMM
system. Four subscriber unit manufacturers have commenced production of
subscriber units that can be used for electric utility meter, oil and gas
storage tank, well and pipeline and environmental monitoring and commercial
truck, trailer, container, rail car, heavy equipment, fishing vessel and
government asset tracking applications. To date, ORBCOMM believes that
approximately 8,000 subscriber units have been produced, of which Panasonic and
Stellar have produced approximately 6,500 and 1,100 subscriber units,
respectively. To date, ORBCOMM believes that approximately 1,100 subscriber
units have been sold directly to entities other than ORBCOMM and its affiliates.

The ORBCOMM system consists of small and relatively inexpensive satellites
and subscriber units and a relatively low-cost ground infrastructure compared to
Big LEO systems. Such systems are designed primarily to provide voice services
and require satellite systems that are estimated to cost between $2.3 billion
and $3.7 billion. ORBCOMM expects that the aggregate cost to design, construct,
launch and place in commercial service the planned 36-satellite enhanced
constellation and design and construct the U.S. Ground Segment, which includes
the U.S. Gateway and the Network Control Center, will be approximately $332
million through the third quarter of 1999, when the final eight satellites of
such enhanced constellation are expected to be launched, of which approximately
$256 million had been spent through March 31, 1998, excluding capitalized
interest. On consummation of the Offering and the application of the net
proceeds therefrom to purchase Partnership Units, and taking into account the
capital contributions of ORBCOMM's current Partners, the invoice deferrals by
Orbital and the net proceeds of the Notes Offering and the MetLife Note, ORBCOMM
believes that it will have sufficient funds to meet its anticipated net cash
loss from operations and capital expenditures through the third quarter of 1999,
when the last eight satellites of the planned 36-satellite enhanced
constellation are expected to be launched. See "Risk Factors -- Financing
Risks -- Additional Funding Requirements" and "Risk Factors -- Forward Looking
Statements and Market Estimates."

SERVICE OFFERINGS

Fixed Asset Monitoring. ORBCOMM believes its services will provide a means
of collecting data from assets in multiple locations around the world, thereby
allowing customers to monitor productivity, minimize downtime and realize other
operational benefits. Ultimately, ORBCOMM also expects to provide a method of
controlling the functions of such assets, for example, by remotely operating
valves, electrical switches and other devices, providing further operational,
economic and competitive advantages. Primary applications currently include or
are expected to include monitoring and control applications for: (i) electric
utility meters; (ii) oil and gas storage tanks and wells; (iii) oil and gas
pipelines; and (iv) environmental projects. Many of the customers for these
applications manage numerous, widely dispersed assets in locations not currently
or adequately served by other communications systems. ORBCOMM estimates that the
size of the addressable market for these applications worldwide is approximately
61 million subscriber units in 1998. ORBCOMM subscriber units are currently
being used for beta test or operational monitoring applications for electric
utility meters, oil and gas storage tanks, wells and pipelines and environmental
projects. Operational customers that are working with VARs and Internal VARs and
purchasing ORBCOMM services include: (i) Barton

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Instrument Systems, LLC ("Barton Instrument"), which is working with one of the
Internal VARs to test monitoring systems for oil and gas storage tanks, wells
and pipelines; and (ii) the Salt River Valley Water Users' Association, which is
working with Stevens Water Monitoring Systems, Inc. ("Stevens Water Monitoring")
on water monitoring systems. Beta test customers include: (i) Florida Power
Corporation ("Florida Power"), which is working with Scientific-Atlanta to
develop automatic meter reading systems for commercial and residential
customers; and (ii) Acanthus Resource Ltd. ("Acanthus"), which is working with
Intrex to test monitoring systems for oil and gas pipelines.

Mobile Asset Tracking. ORBCOMM believes its services will provide a means
to regularly and reliably track the location and report the status or condition
of mobile assets around the world, thereby enabling customers to reduce
downtime, repair costs, theft and other losses, improve service and more
effectively utilize transportation, heavy equipment and other assets. Primary
applications currently include or are expected to include tracking and
monitoring applications for: (i) commercial trucks; (ii) trailers, containers
and rail cars; (iii) heavy equipment; (iv) fishing vessels and barges; and (v)
government assets. Certain of the customers in this market segment have no
efficient means of tracking the location and may have no means of monitoring the
status or condition of their assets. ORBCOMM estimates that the size of the
addressable market for certain of these applications worldwide is approximately
13 million subscriber units in 1998. ORBCOMM subscriber units are currently
being used for beta test or operational tracking applications for commercial
trucks, trailers, containers, rail cars, heavy equipment, fishing vessels and
military vehicles. Operational customers that are working with VARs and Internal
VARs and purchasing ORBCOMM services include: (i) various fishing fleets that
are working with SASCO, Inc. ("SASCO") to test a fleet tracking and messaging
system; and (ii) Atlas Van Lines, which is using a trailer tracking system
developed by ARINC. Beta test customers include: (i) Caterpillar Inc.
("Caterpillar"), which is working with Globitrac, Inc. ("Globitrac") to test a
heavy equipment tracking and engine monitoring system; (ii) the U.S. Army, which
is working with ARINC to test a military vehicle tracking system; (iii) the U.S.
Postal Service, which has worked with ARCO Global Tracking Systems, Inc.
("ARCO") to test a commercial truck tracking system; and (iv) Burlington
Northern Santa Fe Railroad ("Burlington Northern"), which is working with
MobileNet, Inc. ("MobileNet") to deploy a roadway equipment asset tracking and
utilization monitoring system.

Messaging. The ORBCOMM system is designed to provide short, alphanumeric
two-way paging-like communications services on a global basis. The ORBCOMM
system is technically capable of transmitting messages of up to 64,000
characters in length, although due to regulatory and certain operational
constraints ORBCOMM believes that the length of messages will be limited to
approximately 2,000 characters. ORBCOMM believes that its customers will use the
ORBCOMM system to transmit messages ranging from six to 200 characters in
length. ORBCOMM plans to introduce messaging services in the United States in
the fall of 1998 and thereafter on a global basis as the necessary ground
infrastructure is completed, the necessary regulatory approvals are received
and, in equatorial regions, as additional satellites are launched. ORBCOMM
expects that messaging customers will include a broad range of consumer,
commercial and government customers that require a means of communicating with
various locations such as their offices, dispatch centers, command posts or
homes or that require the ability to send priority messages or position
information. Certain customers in this market segment currently have no
cost-effective alternatives or rely on pagers, cellular phones or fleet dispatch
systems, all of which services can be expensive, unavailable or inconvenient in
certain locations. ORBCOMM estimates that the size of the addressable market for
certain of these applications worldwide is approximately 40 million subscriber
units in 1998. ORBCOMM expects that messaging subscriber units that can be used
in the United States and certain other regions will be commercially available
from Magellan in mid-1998 and thereafter from one or more other manufacturers.

Future Applications. In addition to the addressable markets described
above for data and messaging services, future target markets are expected to
include: (i) tracking, messaging and security services for automobiles; (ii)
monitoring applications for home security systems; and (iii) additional U.S. and
foreign government applications. ORBCOMM estimates that the size of the
addressable markets for automotive and home security system applications is
approximately 52 million subscriber units in 1998.

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BUSINESS STRATEGY

ORBCOMM's business strategy is to provide data and messaging communications
services to customers in fixed asset monitoring, mobile asset tracking and
messaging markets worldwide. These services are being provided through the
world's first commercial LEO satellite-based communications system. Key
components of this strategy include:

First-to-Market Advantage. ORBCOMM began providing limited commercial
service in the United States in February 1996 with two satellites and expects to
have the ability to provide expanded service in the United States and other
temperate zones in the fourth quarter of 1998 and enhanced service in equatorial
regions in the fall of 1999. ORBCOMM's first two satellites, as well an
operational U.S. Gateway and type approved subscriber units, have permitted
ORBCOMM to conduct a significant number of beta tests beginning in the second
half of 1997 for companies in various industries including the heavy equipment,
oil and gas and transportation industries. Based on published reports, ORBCOMM
believes that other Little LEO constellations are not expected to be fully
operational until after the year 2000. ORBCOMM believes that being first to
market with its Little LEO system provides it with the opportunity to achieve a
significant competitive advantage and therefore a greater market penetration
because of its ability to: (i) establish certain industry standards for hardware
and software applications; (ii) demonstrate the ORBCOMM system in an actual
operating environment; (iii) deploy an installed base of subscriber units; (iv)
solidify customer relationships; and (v) create relationships with leading VARs,
International Licensees, subscriber unit manufacturers and other hardware and
software developers.

Affordable and Convenient Service. ORBCOMM believes that its small and
relatively inexpensive satellites and subscriber units and relatively low-cost
ground infrastructure, compared to Big LEO systems, which are designed primarily
to provide voice services and require satellite systems that are estimated to
cost between $2.3 billion and $3.7 billion, will enable it to provide customers
with affordable and convenient data and messaging communications services. Each
satellite is designed specifically for the transmission of short messages. This
design eliminates a number of complex and expensive components such as
customized spot beams, on-board switching and high-powered amplifiers that are
required on larger, more complex satellites designed to carry voice, video and
data traffic. The less complex and more compact design of the ORBCOMM satellites
(which weigh approximately 90 pounds each with the exception of the two
satellites launched in April 1995, which weigh approximately 104 pounds each)
reduces the cost and time of production and enables ORBCOMM to launch multiple
satellites using a single, relatively low-cost launch vehicle. As a result of
ORBCOMM's relatively inexpensive satellites and relatively low-cost ground
infrastructure, ORBCOMM believes that it will be in a position to offer
affordable and convenient data and messaging communications services.
Additionally, ORBCOMM monitoring and tracking subscriber units are small and
lightweight, with substantial battery lives, and are or are expected to be
available from suppliers at initial prices ranging from $250 to $750. ORBCOMM
believes that as more subscriber units become commercially available and as the
overall production volume for subscriber units increases, the price for
subscriber units will decline.

Global Marketing and Distribution of Services. ORBCOMM intends to target
specific markets for ORBCOMM services, including those in which customers have
geographically limited or otherwise inefficient methods of obtaining information
using other systems. ORBCOMM believes that it can rapidly achieve a global
presence by capitalizing on the customer relationships, technical expertise and
other resources of the VARs, Internal VARs and International Licensees. Many of
the VARs and International Licensees have an established market presence as a
result of their current customer bases, industry knowledge, market-specific
brand name recognition and distribution networks. ORBCOMM's National Account
Program provides complementary marketing and application engineering services
that support the marketing and distribution

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efforts of the VARs and Internal VARs. The Internal VARs enable ORBCOMM to
broaden its distribution base, to capture additional revenue from value-added
hardware, software and services provided directly to customers and to facilitate
the development of application hardware and software that can hasten market
development by ORBCOMM and the VARs in the United States and by the
International Licensees internationally.

Commitment and Expertise of Strategic Partners. Orbital, through OCC, and
Teleglobe and TRI, through Teleglobe Mobile, had invested an aggregate of
approximately $190 million in ORBCOMM through May 31, 1998. Orbital is a
U.S.-based space and information systems company, with 1997 revenues of
approximately $600 million, that designs, manufactures, operates and markets a
broad range of space-related products and services, including satellites, launch
vehicles, electronics and sensor systems, ground systems, satellite-based
navigation and communications products and transportation management systems.
Orbital manufactures and launches the ORBCOMM satellites. Teleglobe is a North
American-based overseas telecommunications carrier, with 1997 revenues of
approximately C$2 billion (approximately US$1.4 billion), whose network and
service capabilities (including voice, data, Internet and value-added services)
can be accessed in virtually all countries. TRI is a Malaysian holding company,
with 1997 revenues of approximately RM2 billion (approximately US$500 million),
that controls the largest cellular operator in Malaysia and has established
cellular operations in Bangladesh, Cambodia and Tanzania. Orbital, Teleglobe and
TRI have significant operating, regulatory and marketing experience in the
satellite and communications industries, which has contributed to ORBCOMM
becoming the operator of the first commercial global satellite-based data and
messaging communications system. ORBCOMM has used and will continue to use the
expertise and capabilities of its current Partners, including their expertise in
the design, construction and launch of satellites and the marketing and
operation of communications networks, to enhance the services offered by the
ORBCOMM system.

PROJECT MILESTONES

Milestones Achieved to Date

Through June 30, 1998, ORBCOMM has achieved the following milestones:

- Launch of Satellites and Commencement of Commercial Service. In April
1995, ORBCOMM's first two satellites were launched. In February 1996,
after extensive testing, ORBCOMM commenced limited commercial service in
the United States. Since December 1997, an additional ten satellites have
been successfully launched on two separate launch vehicles. To date,
ORBCOMM has placed eight of these satellites in commercial service.

- Gateways. The U.S. Ground Segment, including the Network Control Center
and four Gateway Earth Stations, is operational. The U.S. Gateway will be
used to serve the United States, Canada and Mexico. In March 1998, a
Gateway located in Italy successfully completed acceptance testing. In
each of South Korea and Japan, a Gateway is under construction and is
expected to be completed by mid-1998. ORBCOMM expects that many
International Licensees will enter into agreements to share Gateways.

- VARs. ORBCOMM has entered into agreements with over 45 VARs to provide
services in the United States to various market segments, including the
electric utility meter, oil and gas storage tank, well and pipeline,
environmental monitoring, commercial trucks, trailers, containers, rail
cars, heavy equipment, fishing vessels, barges and government market
segments.

- Internal VARs. ORBCOMM is engaged in direct sales activities to customers
through the Internal VARs, which are currently focused on developing
monitoring and tracking applications for use in the oil and gas and
transportation industries. One of the Internal VARs has application
software and an information system that are capable of monitoring oil and
gas storage tanks and wells commercially available and being used by both
operational and beta test customers.

- International Licensees. ORBCOMM has entered into agreements with 14
International Licensees (one of which agreements is subject to approval
by the board of directors of the International

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Licensee) that are expected to market and distribute ORBCOMM services in
approximately 100 countries.

- Subscriber Units. ORBCOMM has type approved eleven subscriber unit models
for commercial use with the ORBCOMM system. Four subscriber unit
manufacturers have commenced production of subscriber units that can be
used for electric utility meter, oil and gas storage tank, well and
pipeline and environmental monitoring and commercial truck, trailer,
container, rail car, heavy equipment, fishing vessel and government asset
tracking applications.

- ORBCOMM Customer Care and Billing System. In January 1998, ORBCOMM
accepted a customer care and billing system from CSC Intelicom, Inc. for
use by ORBCOMM and the International Licensees to provision and bill for
subscriber units and provide certain customer care functions.

- Operational and Beta Test Customers. ORBCOMM has completed or is in the
process of conducting beta tests in a variety of market segments
including the electric utility meter, oil and gas storage tank, well and
pipeline and environmental monitoring and commercial truck, trailer,
container, rail car, heavy equipment and government asset tracking market
segments. Operational customers that are working with VARs and Internal
VARs and purchasing ORBCOMM services include: (i) Barton Instrument,
which is working with one of the Internal VARs to test monitoring systems
for oil and gas storage tanks, wells and pipelines; (ii) Atlas Van Lines,
which is using a trailer tracking system developed by ARINC; and (iii)
the Salt River Valley Water Users' Association, which is working with
Stevens Water Monitoring on water monitoring systems. Beta test customers
include: (i) Caterpillar, which is working with Globitrac to test a heavy
equipment tracking and engine monitoring system; (ii) Florida Power,
which is working with Scientific-Atlanta to develop automatic meter
reading systems for commercial and residential customers; (iii) the U.S.
Army, which is working with ARINC to test a military vehicle tracking
system; (iv) Burlington Northern, which is working with MobileNet to
deploy a roadway equipment asset tracking and utilization monitoring
system; and (v) Acanthus, which is working with Intrex to test monitoring
systems for oil and gas pipelines.

- FCC Authorizations. In October 1994, OCC was granted authority pursuant
to the Original FCC License to construct, deploy and operate 36 LEO
satellites in the United States. In May and June 1995, OCC received FCC
authority to operate the U.S. Gateway and to operate subscriber units in
the United States. On March 31, 1998, OCC was granted authority pursuant
to the Supplemental FCC License to, among other things, construct, deploy
and operate 12 additional satellites.

- ITU Allocations. In 1992, certain portions of the radio spectrum were
allocated by the ITU for use by Little LEO systems such as the ORBCOMM
system on an international basis.

- International Regulatory Approvals. In February 1996, ORBCOMM Canada
received full regulatory approval to provide ORBCOMM services in Canada.
In March 1998, Celcom Sdn. Bhd. (Celcom) of Malaysia received full
regulatory approval to provide ORBCOMM services in Malaysia. In May 1998,
ORBCOMM Japan Ltd. received full regulatory approval to provide ORBCOMM
services in Japan. In June 1998, Damos SudAmerica S.A., through its
in-country representative, received full regulatory approval to provide
ORBCOMM services in Argentina. ORBCOMM, through the International
Licensees and other third parties, currently has temporary, experimental,
testing and demonstration or business licenses in Germany, Italy, South
Korea, Spain, Sweden, Northern Ireland, Chile, South Africa, Iceland and
Namibia, which licenses permit a range of activities including the right
to test and demonstrate or operate the ORBCOMM system on a temporary or
otherwise limited basis.

- Equity and Debt Funding. As of May 31, 1998, ORBCOMM's current Partners
had invested an aggregate of $190 million in ORBCOMM. In addition, in
August 1996, ORBCOMM completed the Notes Offering and received net
proceeds of approximately $164 million. Collectively, the International
Licensees also have committed significant additional resources for
license fees, infrastructure, marketing, distribution and other expenses.

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<PAGE> 52

Future Milestones

ORBCOMM expects to achieve the following future milestones:

- Additional Satellites. By the end of the third quarter of 1998, ORBCOMM
expects to have placed in commercial service the balance of the
satellites launched since December 1997. In addition, in the third
quarter of 1998, ORBCOMM plans to launch 16 additional satellites in two
planes of eight satellites each and, in the third quarter of 1999,
ORBCOMM plans to launch an additional plane of eight satellites in an
equatorial orbit.

- Messaging Subscriber Units. By mid-1998, ORBCOMM expects that hand-held
subscriber units will be commercially available from Magellan for
messaging services and thereafter from one or more other manufacturers.

- Internal VARs. In the third quarter of 1998, one of the Internal VARs
plans to have a commercial product capable of tracking trailers and other
assets available.

- International Licensees. By December 1998, ORBCOMM plans to have executed
agreements with several additional International Licensees. During 1998,
ORBCOMM expects that certain of its International Licensees will be able
to offer ORBCOMM services in portions of Europe, Japan, South Korea,
Brazil and Morocco, subject to completion of the necessary ground
infrastructure and receipt of the necessary regulatory approvals. In
1998, ORBCOMM expects to install a number of additional Gateways for
International Licensees.

- Commencement of Expanded Global Service. In the fourth quarter of 1998,
following the planned launch and placement in commercial service of 16
additional satellites, ORBCOMM plans to offer expanded services in the
United States and to be able to offer expanded services in other
temperate zones on completion of the necessary ground infrastructure and
receipt of the necessary regulatory approvals. In the fall of 1999,
following the launch and placement in commercial service of the final
eight satellites in the 36-satellite enhanced constellation in an
equatorial orbit, ORBCOMM plans to be able to offer enhanced services in
equatorial regions, subject to completion of the necessary ground
infrastructure and receipt of the necessary regulatory approvals.

MARKETING AND DISTRIBUTION

ORBCOMM's National Account Program, a sales and marketing initiative,
supplements the activities of VARs and Internal VARs by identifying specific
large corporations that are perceived as likely to purchase ORBCOMM services.
The National Account Program and the VAR and Internal VAR activities are
designed as complementary strategies, with the goals of coordinated penetration
of targeted markets and the efficient use of the full range of ORBCOMM services.

VARs. ORBCOMM has entered into agreements with over 45 VARs and is
currently negotiating agreements with prospective VARs. The VARs have primary
responsibility for marketing ORBCOMM services to industries or markets within
specific regions in accordance with a marketing plan and program approved by
ORBCOMM at the time of selection. The VARs are also responsible for developing
applications, retail pricing, customer service, billing, training, customer
support and maintaining an inventory of or having subscriber units available.
ORBCOMM's relationship with a VAR is governed by a reseller agreement that
establishes the VAR's responsibilities with respect to developing and
maintaining customer relationships, as well as the cost of service to the VAR.
In soliciting customers, the VAR "adds value" to the basic data service provided
by ORBCOMM by integrating the ORBCOMM system with related applications software
and hardware in a manner intended to address the needs of a particular industry
or market segment.

The VARs will provide one or more of ORBCOMM's monitoring, tracking and
messaging services in one or more of the market segments identified by ORBCOMM
within its target markets. See "-- Addressable
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<PAGE> 53

Markets." The following chart identifies the number of reseller agreements that
had been entered into by ORBCOMM as of May 31, 1998 for each of the services it
offers and for each of the market segments it has targeted:

<TABLE>
<CAPTION>
FIXED ASSET MONITORING MOBILE ASSET TRACKING MESSAGING
- ------------------------------------- ------------------------------------- -------------------------------------
NUMBER OF NUMBER OF NUMBER OF
MARKET SEGMENT VARS (1) MARKET SEGMENT VARS (1) MARKET SEGMENT VARS (1)
- ------------------------- --------- ------------------------- --------- ------------------------- ---------
<S> <C> <C> <C> <C> <C>
Electric Utility Commercial Trucks........ 10 Consumer................. 2
Meters................. 1 Trailers, Containers and Commercial............... 19
Oil and Gas Storage Tanks Rail Cars.............. 21 Government............... 12
and Wells.............. 7 Heavy Equipment.......... 7
Oil and Gas Pipelines.... 3 Fishing Vessels and
Environmental Projects... 10 Barges................. 5
Government Assets........ 10

</TABLE>

- ------------------------------
(1) For purposes of this chart, a VAR is included in multiple columns whenever
such VAR is authorized to serve more than one market segment or provides
more than one service.

Internal VARs. ORBCOMM also markets and distributes its services directly
to customers through Internal VARs. In 1997, ORBCOMM established two Internal
VARs to market and distribute monitoring and tracking services to the oil and
gas and transportation industries. In the future, ORBCOMM may establish
additional Internal VARs to market and distribute applications to the automotive
and other industries and to provide messaging services. The Internal VARs are
working closely with customers to develop and integrate the ORBCOMM system with
related applications and development hardware and software to address the
specific needs of customers in particular industries and market segments.

The Internal VAR for fixed asset monitoring applications has focused
initially on developing applications to monitor oil and gas storage tanks and
wells. The applications developed and to be developed by this Internal VAR
involve the integration of sensors, subscriber units and automation equipment
located in the field with the ORBCOMM system and, eventually, with information
systems centrally located in the offices of customers. These integrated
applications are expected to be used by customers to efficiently and accurately
collect and deliver data from remote assets to central locations and, once
collected, to assist in the management of such data. This Internal VAR has
application software and an information system that are capable of monitoring
oil and gas storage tanks and wells commercially available and being used by
both operational and beta test customers. In the future, this Internal VAR
intends to develop monitoring and control applications for chemical tanks, oil
and gas pipelines, agricultural assets, such as grain silos and irrigation
systems, water treatment facilities and environmental projects.

The Internal VAR for mobile asset tracking applications is currently
developing applications to track assets in the transportation industry. These
applications involve the integration of subscriber units mounted on mobile
assets with the ORBCOMM system and with applications software for use by
customers in conjunction with their existing management information systems.
Applications developed by this Internal VAR may also include a sensor,
particularly in the case of applications developed to track mobile assets with
controlled environments, such as refrigerated trailers, containers and rail
cars. This Internal VAR plans to have a commercial product capable of tracking
trailers and other assets available in the third quarter of 1998. In the future,
this Internal VAR may develop applications to track and monitor intermodal power
generation equipment and chassis.

International Licensees. ORBCOMM expects to market and distribute its
services outside the United States through International Licensees. ORBCOMM has
executed agreements with 14 International Licensees (one of which agreements is
subject to approval by the board of directors of the International Licensee)
covering approximately 100 countries. ORBCOMM continues to negotiate agreements
with potential International Licensees and expects to execute agreements with
several additional International Licensees during 1998.

ORBCOMM's relationship with International Licensees is governed by service
license or similar agreements. Subject to certain limitations, these agreements
grant to the International Licensee, among other things, the exclusive right to
market services using the ORBCOMM satellites in a designated region and a
limited right to use certain ORBCOMM proprietary technologies and intellectual
property. In return, the

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<PAGE> 54

International Licensees are responsible for, among other things, paying to
ORBCOMM a monthly satellite usage fee and in certain cases a license fee,
procuring and installing the necessary Gateways, obtaining the necessary
regulatory approvals to provide ORBCOMM services in their designated regions and
marketing and distributing ORBCOMM services in such regions. International
Licensees generally are required to make the ORBCOMM system available to VARs in
their designated regions on the same terms as resellers authorized by such
International Licensees. These agreements generally have a ten-year term and
provide that the International Licensee may request an extension of up to ten
years, which ORBCOMM may not unreasonably deny. On the occurrence of certain
events of default, the non-defaulting party may terminate the agreement.

ORBCOMM selects the International Licensees primarily by evaluating their
ability to successfully market and distribute ORBCOMM services. Key components
of such an evaluation include the International Licensee's: (i) reputation in
the marketplace; (ii) existing distribution capabilities and infrastructure;
(iii) financial condition and other resources; and (iv) ability to obtain the
necessary regulatory approvals. International Licensees will pay fees for access
to the ORBCOMM system in their region, including a monthly satellite usage fee.
This fee is calculated as the greater of a percentage of gross operating
revenues and a data throughput fee, which percentage and dollar amount may be
adjusted by ORBCOMM in accordance with the terms of the agreements. Certain
International Licensees are entitled to satellite usage fee credits if ORBCOMM
fails to meet certain milestones with respect to the launch of the ORBCOMM
system. As of May 31, 1998, ORBCOMM has received approximately $18.4 million in
fees and other payments from the International Licensees. In 1998, ORBCOMM
expects to receive additional cash payments of approximately $36.0 million under
agreements with International Licensees assuming certain milestones are
achieved, including: (i) acceptance of Gateways by the International Licensees;
(ii) launch of additional satellites by ORBCOMM; and (iii) receipt of regulatory
approvals by the International Licensees.

ORBCOMM PRICING

Services. In the United States, pricing of satellite capacity is based on
many variables, including the availability and cost of substitute services, the
cost of providing service and the nature of the customer application. Pricing
generally is based on a wholesale pricing structure that incorporates an initial
activation charge, a recurring monthly charge for access to the ORBCOMM system
and charges based on the customer's usage. In charging for activation, access
and usage, ORBCOMM has developed pricing structures in the United States that it
believes suit the initial markets ORBCOMM is targeting. Additional pricing,
including priority and other messaging pricing, is expected to be developed in
the future as additional satellites in the ORBCOMM system are placed in
commercial service. It is likely that multiple pricing alternatives will be
offered in the United States, including peak/off-peak, volume discounts and
annual contract commitment options. Retail pricing for ORBCOMM services will be
largely outside the control of ORBCOMM and will be established by VARs or
International Licensees or their respective distribution networks. See "Risk
Factors -- Operating Risks -- Reliance on Third Parties."

The pricing of services provided by the Internal VARs is based on a pricing
structure similar to the VAR pricing structure except that the Internal VAR
pricing structure will generate additional revenues from value-added software,
hardware and services provided to the customer.

Internationally, ORBCOMM earns revenues through license fees paid by, and
through the sale of Gateways to, International Licensees. In addition, all
International Licensees will pay a monthly satellite usage fee based on the
greater of a percentage of gross operating revenues and a data throughput fee.
International Licensees' gross operating revenues are generally based on a
wholesale pricing structure similar to the prices charged to VARs, which
includes an activation charge, a recurring monthly access charge and a usage
charge.

Subscriber Units. To access the ORBCOMM system, customers will use
subscriber units. ORBCOMM has type approved eleven subscriber unit models for
use with the ORBCOMM system. Four subscriber unit manufacturers have commenced
production of subscriber units. ORBCOMM monitoring and tracking subscriber units
are or are expected to be available from suppliers at initial prices generally
ranging from $250 to $750. ORBCOMM believes that as more subscriber units become
commercially available and as the overall

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<PAGE> 55

production volume for subscriber units increases, the price for subscriber units
will decline. See "-- System Architecture -- Subscriber Segment," and "Certain
Relationships and Related Transactions -- Subscriber Unit Manufacture Agreement
with Magellan."

ADDRESSABLE MARKETS

Based on marketing analyses conducted by or on behalf of ORBCOMM, ORBCOMM
estimates that the addressable market worldwide in 1998 for data and messaging
services of the type that can be provided by Little LEO systems such as
ORBCOMM's is in excess of 160 million subscriber units, including approximately
48 million subscriber units in the United States. ORBCOMM has defined its
"addressable market" as certain market segments that possess a significant
unsatisfied need for, and can afford, the products and services provided by
Little LEO systems. ORBCOMM's addressable market estimates exclude several large
potential markets due to the lack of available data to estimate the actual size
of such markets and the potential demand in such markets for Little LEO
services.

ORBCOMM's estimates of the current addressable markets for various market
segments, as set forth in this Prospectus, are based on a review and analyses of
secondary market data supplemented with primary market research conducted by or
on behalf of ORBCOMM. In estimating the size of the current addressable market
for various market segments, the market analyses conducted by or on behalf of
ORBCOMM estimated the total number of potential subscriber units in each market
segment, and then reduced such total number based on factors such as whether
there was a significant need for the type of services provided by the ORBCOMM
system and an ability to pay for such services. While based on certain market,
industry and demographic data, these addressable market estimates represent
professional judgments and are predictive in nature. There can be no assurance
that these addressable market estimates will prove to be accurate. There are a
number of factors supporting the estimates that are of an inherently uncertain
nature, including, but not limited to, the lack of precise industry and
demographic data, the variance between different statistical sources and the
need to extrapolate certain data for countries and regions that do not provide
sufficient information. Furthermore, the analyses are based on gross domestic
product growth predictions that are historically based and may not be met in the
future. See "Risk Factors -- Forward Looking Statements and Market Estimates."

ORBCOMM has identified a number of industries and industry segments in
which a demand currently exists for fixed asset monitoring, mobile asset
tracking and messaging services. ORBCOMM views these industries and industry
segments as its primary target markets. ORBCOMM estimates that the addressable
market comprising its primary target markets, including those for which it is
actively developing applications, is approximately 112 million subscriber units.
The following chart lists ORBCOMM's target markets and target market segments
within ORBCOMM's addressable market and provides examples of specific data and
messaging applications that have been, or may be, developed for customers in
each of these markets.

<TABLE>
<CAPTION>
TARGET MARKET SEGMENTS APPLICATION EXAMPLES
- --------------------------------------------- ---------------------------------------------
<S> <C>
FIXED ASSET MONITORING
Electric Utility Meters................. monitoring of meter operation and power
usage; load control
Oil and Gas Storage Tanks and Wells..... monitoring of tank level and leakage;
monitoring and control of valves, pumps and
compressors
Oil and Gas Pipelines................... monitoring of corrosion and flow; monitoring
and control of valves, pumps and compressors
Environmental Projects.................. monitoring of water level and quality
</TABLE>

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<PAGE> 56

<TABLE>
<CAPTION>
TARGET MARKET SEGMENTS (CONT.) APPLICATION EXAMPLES (CONT.)
- --------------------------------------------- ---------------------------------------------
<S> <C>
MOBILE ASSET TRACKING
Commercial Trucks....................... tracking of location and operational
information
Trailers, Containers and Rail Cars...... tracking of location and status (e.g.,
temperature controls and condition of
contents)
Heavy Equipment......................... tracking of location and operational
information
Fishing Vessels and Barges.............. tracking of location and operational
information
Government Assets....................... tracking of personnel and equipment location
MESSAGING
Consumer................................ high-priority personal communications and/or
location information
Commercial.............................. field communication, dispatch and/or location
information
Government.............................. field communication and/or location
information
</TABLE>

FIXED ASSET MONITORING

ORBCOMM estimates that the addressable market in 1998 for fixed asset
monitoring services is approximately 61 million subscriber units. The fixed
asset monitoring market segment includes a broad group of industries that
require a means of regularly collecting data from, or in some cases controlling
equipment in, multiple locations. Primary applications include or are expected
to include monitoring and control applications for: (i) electric utility meters;
(ii) oil and gas storage tanks and wells; (iii) oil and gas pipelines; and (iv)
environmental projects.

Electric Utility Meters. ORBCOMM estimates that the addressable market in
1998 for electric utility meter monitoring services is approximately 59 million
subscriber units. This market segment includes electric utility meters only and
does not include gas or water meters. Currently, wireline, cellular and paging
systems are being used to collect data from utility meters located in urban and
suburban areas, in addition to traditional manual meter reading. For example,
SkyTel Communications, Inc., formerly Mobile Telecommunications Technologies
Corp. ("SkyTel"), recently announced a service agreement with Enron Energy
Services, Inc., under which SkyTel will use its system to support meter reading
and provide services for residential power customers nationwide primarily in
urban areas. The ORBCOMM system is capable of reading electric utility meters in
urban, suburban and rural areas. The ORBCOMM subscriber unit for electric
utility meter monitoring currently has the capability to read meters and
transmit data relating to usage to a central location. In the future, subscriber
units may be programmed to turn power on and off and identify unauthorized
usage.

Oil and Gas Storage Tanks and Wells. ORBCOMM estimates that the
addressable market in 1998 for oil and gas storage tanks is approximately 1.1
million subscriber units. ORBCOMM believes that this market segment comprises
tanks used, among other things, in petroleum upstream (e.g., crude oil
production) and petroleum downstream (e.g., retail outlets). ORBCOMM believes
that its services could be used, among other things, to monitor tank levels and
provide related tank management services, to assist in inventory management and
to aid reporting and compliance efforts by tank operators. ORBCOMM estimates
that the current addressable market in 1998 for the monitoring of wells is
approximately 150,000 subscriber units. In less remote areas, private radio
systems based on VHF radio frequency, multiple-address radio and microwave are
currently being used to collect data for storage tanks and wells. These systems
have been installed primarily for other communications purposes; therefore, the
incremental cost of monitoring storage tanks and wells is low. However, asset
monitoring based on private radio systems is not cost-effective in locations
where the system cannot be combined with other communications functions. In
addition to recording operations data such as tank level and leakage
information, subscriber units using the ORBCOMM system could be programmed to
operate tank and well valves, oil pumps and gas compressors.

Oil and Gas Pipelines. ORBCOMM estimates that the addressable market in
1998 for oil and gas pipeline monitoring services is approximately 48,000
subscriber units. This market segment consists of gas

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<PAGE> 57

compressors, oil pumps, pipeline rectifiers (which measure pipeline corrosion),
offshore platforms and pipeline valves. For remote and hard-to-read meters,
manual monitoring systems are typically used, which require personnel to travel
to the site to read the meter. ORBCOMM believes that it will be able to offer a
cost-effective means of gathering data from meters located in remote locations.
In addition to recording operations data, subscriber units could be programmed
to operate pipeline, pumps, compressors and valves on a routine basis, as well
as in the event of a leak or other emergency.

Environmental Projects. ORBCOMM believes that the environmental monitoring
market segment comprises numerous sites that monitor meteorological,
hydrological and other environmental data such as rainfall, water levels and
water quality. These sites are located in remote areas not served or
inadequately served by wireline or terrestrial-based wireless communications
systems. Based on discussions with VARs that target the environmental monitoring
market, ORBCOMM believes that there are numerous sites globally that require
water and air quality monitoring devices that measure substances such as
bacteria, dissolved oxygen and concentrations of carbon monoxide and ozone, as
well as provide meteorological data on wind speed and barometric pressure.

MOBILE ASSET TRACKING

ORBCOMM estimates that the addressable market in 1998 for mobile asset
tracking services is approximately 13 million subscriber units. Primary
applications include or are expected to include monitoring and tracking of: (i)
commercial trucks; (ii) trailers, containers and rail cars; (iii) heavy
equipment; (iv) fishing vessels and barges; and (v) government assets. ORBCOMM
expects that it will provide companies in such industries with a cost-effective
means to regularly and reliably track the location and status of assets
globally, thereby enabling customers to reduce asset losses, improve service and
more effectively utilize transportation assets.

Commercial Trucks. ORBCOMM estimates that the addressable market for 1998
for the commercial truck market segment for tracking and messaging applications
is approximately 6.7 million subscriber units. This market segment includes
medium-weight owned trucks in smaller fleets. It also includes medium-weight
leased trucks and heavy-weight trucks, both leased and owned, that need mobile
communications to compete with larger fleets but have been unable to afford the
current service offerings where equipment costs are approximately $3,000 per
unit. Cellular systems (such as the system offered by HighwayMaster
Communications, Inc. ("Highway Master")) can be used to provide tracking of and
communications to trucks; however, geographic coverage is limited. Paging and
narrowband personal communications services ("NPCS") may provide cost-effective
alternatives for these smaller fleets. Paging services currently offer only a
one-way short data link to the vehicle and NPCS is limited in geographic
coverage. ORBCOMM believes that the addressable market also includes
owner-operated vehicles contracted to larger, long-haul carriers. Shippers are
requiring these carriers to be equipped with mobile communications, regardless
of whether the motor carrier is using its own fleet of vehicles or contracting
out to owner-operators. In response to their shipper customers, these larger
carriers are therefore contributing to the cost of installing $3,000 mobile
communications units on vehicles they do not own. They are also sharing the
service expense with owner-operators.

Trailers, Containers and Rail Cars. ORBCOMM estimates that the addressable
market in 1998 for trailer, container and rail car tracking services is
approximately 5.0 million subscriber units, which includes: (i) certain segments
of the trailer market; (ii) intermodal marine and land containers containing
temperature-controlled or high-value cargo; and (iii) rail cars used to
transport temperature-controlled or high-value cargo.

ORBCOMM estimates that the addressable market in 1998 for trailer tracking
services is approximately 2.5 million subscriber units, including 780,000
subscriber units in the United States. The addressable market for trailer
tracking services includes: (i) non-refrigerated trailers belonging to large
trucking fleets that need to improve trailer utilization and operational
efficiency; (ii) trailers that carry high-value goods in the medium and small
truck fleet segment; and (iii) refrigerated trailers. Many trailers (both
refrigerated and non-refrigerated) are currently being tracked by a GEO
satellite-based system offered by Qualcomm, Inc. ("Qualcomm"). This system
provides seamless coverage, but depends on larger power sources that require the
trailer to be attached to the tractor. As a result, when the trailer is detached
from the tractor, it can no

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longer be tracked. The GEO satellite-based services proposed by GE LogistiCom, a
GE Capital Services Company ("GE LogistiCom") could be used to track untethered
trailers, although ORBCOMM believes that the line-of-sight and certain other
limitations imposed by this system could cause it to be a less effective
tracking method. HighwayMaster has announced its intention to offer a
cellular-based system to track untethered trailers, although this system's
coverage will be limited to the range of cellular communications. Private
trucking fleets may use systems internal to their companies where each trailer's
number is manually recorded as trailers enter and leave a point of distribution.
ORBCOMM believes it will be able to provide a cost-effective means of tracking
untethered trailers based on their current location and will not be constrained
by cellular coverage limitations, significant power source requirements or, in
general, certain line-of-sight limitations of currently available solutions.

ORBCOMM estimates that the addressable market in 1998 for intermodal marine
and land container services is approximately 2.0 million subscriber units. The
addressable market for marine land containers includes refrigerated containers,
containers carrying valuable items subject to theft (e.g., electronics and
cigarettes) and general freight containers that need to be tracked for security
and liability purposes. Currently, intermodal container transportation systems
use manual and radio tag systems to record containers as they enter and leave
distribution facilities. These systems therefore record only where the container
has been. The ORBCOMM system will be capable of tracking the current location of
the asset, as well as monitoring its status and the condition of its contents.

ORBCOMM estimates that the addressable market in 1998 for tracking rail
cars is approximately 550,000 subscriber units. The addressable market for rail
cars includes rail cars used to transport high-value cargo (e.g., automobiles,
cigarettes, refrigerated goods and paper rolls) or hazardous cargo comprising
bulk materials. The American Association of Railroads has mandated the use of
automatic equipment identifiers ("AEI") on rail cars. AEI systems consist of a
radio tag mounted on the rail car and a reader that records the identity of the
car as it passes by. AEIs therefore share the same limitations as bar code
systems because they record only where the rail car has been, not its current
location, status or the condition of its contents. The ORBCOMM system will be
capable of tracking the current location of the railcar, as well as monitoring
its status or the condition of its contents.

Heavy Equipment. ORBCOMM estimates that the addressable market in 1998 for
heavy equipment is approximately 249,000 subscriber units. The addressable
market for heavy equipment includes equipment used in various large-scale
construction, infrastructure and mining operations. Currently, heavy equipment
and machine diagnostic information is collected manually and provided to
equipment manufacturers and operators for warranty programs and maintenance
operations. ORBCOMM believes that the ORBCOMM system will enable equipment
manufacturers and operators to automatically collect diagnostic information from
remote locations on a more timely and efficient basis.

Fishing Vessels and Barges. ORBCOMM estimates that the addressable market
in 1998 for commercial fishing vessels is approximately 635,000 subscriber
units. Fishing vessels usually remain at sea for extended periods and operate on
extremely tight margins and therefore must carefully control their operating
costs. As a result, they need cost-effective communications systems to meet
safety and regulatory requirements and to exchange commercial and operational
information with their offices, fuel providers, provisioners and packing houses.
Commercial deep sea fishing vessels currently use either high-frequency radio or
one of the Inmarsat services. High-frequency radio is not considered
cost-effective and is difficult to use, while use of the Inmarsat system
requires a considerable up-front investment of capital. Commercial fishing
vessels operating in coastal waters may also acquire service from American
Mobile Satellite Corporation ("AMSC") or use cellular telephone service,
particularly in the Gulf of Mexico. The ORBCOMM system is capable of providing
remote tracking and operational data to a central location from a fishing vessel
anywhere in the world. Given the limitation of AMSC's geographic coverage and
the high cost of cellular roaming, the ORBCOMM system may provide a more
efficient, cost-effective communications service for both deep sea and coastal
fishing vessels. ORBCOMM believes that its service will provide barge operators
with cost-effective tracking applications.

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Government Assets. ORBCOMM estimates that the addressable market in 1998
for its current target market application of tracking military combat equipment
is approximately 126,000 subscriber units. ORBCOMM believes that use of Little
LEO systems such as the ORBCOMM system will provide government users with
cost-effective solutions, low probability of interception and detection and
worldwide availability. ORBCOMM expects to compete to provide Little LEO service
to the U.S. government, including in connection with certain programs that have
already been announced by the U.S. government. The U.S. Department of Defense
("DoD") is developing the Global Transportation Network ("GTN") to track
personnel, aircraft and weapon systems anywhere in the world. Effective military
logistics requires location identification and the ability to communicate
tasking instructions. Asset tracking is required at all locations from rear
depots to front-line combat elements, with integrated communications providing
the essential link. The GTN is a $418 million program that is being developed
because no global system currently exists to satisfy the requirements for
tracking the status of assets. The U.S. military has been relying on manual
record keeping to track assets and this process has recently been supplemented
by distributed database systems communicating over DoD-owned and/or -leased
lines. Asset tracking is currently performed at the endpoints of the
distribution chain. For this reason, a misdirected shipment can only be
relocated by tracing forward from its most recent known location, and this can
take weeks to accomplish. ORBCOMM believes its services will provide tracking
data on demand or on a scheduled basis for use by the government for the
location of personnel and military equipment. ARINC, one of ORBCOMM's VARs, was
awarded a Task Order by the U.S. Army to develop, test and field a demonstration
of a prototype Movement Tracking System. This system, which uses the ORBCOMM
system with Panasonic and Stellar subscriber units, was demonstrated on several
of the U.S. Army's palletized load system vehicles over a 30-day period during
the spring of 1998 at the U.S. Army's test center in Aberdeen, Maryland.

MESSAGING

ORBCOMM estimates that the addressable market in 1998 for messaging
services is approximately 40 million subscriber units (excluding many government
customers). The messaging market segment includes a broad range of consumer,
commercial and government customers. ORBCOMM expects that the ORBCOMM system
will complement existing and planned wireline and terrestrial-based wireless
communications systems by providing coverage in geographic areas where such
services are not offered or by enhancing data applications currently being
offered by such systems. Internationally, ORBCOMM believes that it will be able
to offer services in developing countries or remote regions where basic
telephone service or data and messaging communications services are not
available. With coverage of virtually all of the Earth's surface when fully
operational, ORBCOMM believes that it will be able to efficiently and
cost-effectively offer messaging services in these geographic areas through the
ORBCOMM system.

Consumer. ORBCOMM estimates that the addressable market in 1998 for
messaging applications for consumers is approximately 35 million subscriber
units worldwide. This segment includes: (i) consumers who frequently engage in
"back-country" activities (e.g., hunting, hiking, camping, and backpacking); and
(ii) boating enthusiasts who travel a considerable distance outside the range of
wireline and terrestrial-based wireless communications systems and whose boats
are generally over 26 feet in length and have overnight accommodations suitable
for extended travel. Recreational boaters typically use VHF radio and/or
cellular telephone where terrestrial-based wireless communications systems are
available. Some individuals rely on high-frequency radio and a very small number
employ Inmarsat services. However, due to the significant limitations of these
alternatives in terms of geographic coverage or expense, there are few viable
communications alternatives currently available to back-country or boating
enthusiasts. The primary market requirements of these customers are based on a
concern for safety and the desire for a reliable, cost-effective, lightweight,
personally portable unit. ORBCOMM believes that its proposed messaging services
and hand-held subscriber units will enable it to meet these market requirements.

Commercial. ORBCOMM estimates that the addressable market in 1998 for
messaging applications for remote workers is approximately 3.7 million
subscriber units worldwide. This segment includes mobile and remote workers who
frequently use terrestrial-based wireless communications in their jobs but
require the extension of coverage that ORBCOMM believes it will be able to
provide. These workers spend a significant

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portion of their time away from an office and require ubiquitous messaging while
in remote areas as well as reliable, cost-effective, lightweight and personally
portable units. The industries typically populated by these workers include
mining, construction, energy, forestry and utilities. ORBCOMM believes that it
can provide these workers with messaging services through hand-held subscriber
units and laptop-compatible modems.

Government. ORBCOMM estimates that the addressable market in 1998 for
military personnel engaged in direct combat roles is approximately 460,000
subscriber units worldwide. ORBCOMM believes that subscriber units will be able
to be used to send command and control messages between military personnel. The
Defense Messaging System ("DMS") is a $1.5 billion project with an annual
operating budget of $45 million designed to provide messaging for the DoD, NATO
and certain civilian agencies. ORBCOMM believes that Little LEO systems would
complement existing and other planned communications services. Today, numerous
independent email systems, including the Autodin system, provide messaging
services throughout the military. Autodin messages are sent between fixed
terminals located throughout the world. ORBCOMM believes that in the DMS
implementation, when the ORBCOMM system is fully operational, it could offer
users the ability to send and receive messages regardless of location.

FUTURE APPLICATIONS

In addition to the current primary target market segments described above
for data and messaging communications services, ORBCOMM believes that with the
commercial operation of its satellite constellation, the ORBCOMM system's
combination of capabilities may stimulate demand in other potential markets.

Automotive. ORBCOMM believes that the global remote coverage expected to
be provided by the ORBCOMM system will address private car owners' safety and
security concerns and could complement services such as General Motors'
OnStar(R) and Ford's RESCU(R), each of which relies on the limited coverage of
terrestrial-based wireless communications systems. ORBCOMM also believes that
certain vehicles operating in fleets in and out of remote areas in dispatch mode
have similar safety and security concerns and would also value the ORBCOMM
system's ubiquitous coverage. This segment also includes taxis and special
vehicles such as emergency-response vehicles, regional police, buses, tow
trucks, snowplows and road maintenance vehicles. ORBCOMM estimates that the
addressable market in 1998 for the automotive market segment is approximately
6.6 million subscriber units, comprising 3.7 million luxury cars, 2.2 million
taxis and 630,000 special vehicles.

Home Security Systems. ORBCOMM estimates that the addressable market in
1998 for home security systems is approximately 46 million subscriber units. In
addition to security system monitoring, home security units could be used to
remotely turn on or off alarms, lights or home appliances. Home security systems
have historically relied on telephone lines for communication with central
offices but such lines can be intentionally disabled. Wireless systems are now
being adopted to eliminate this problem and ensure service quality. The ORBCOMM
system is designed to support messaging to and from central security offices, as
well as emergency communications with ambulances, police and other public safety
personnel. ORBCOMM could supplement terrestrial-based wireless systems by
providing communications with home security systems in remote areas. While
ORBCOMM's current business plan does not include sales to the home security
system market, ORBCOMM continues to assess this market and anticipates that it
may in the future commence marketing and sales efforts in this area.

U.S. Government. ORBCOMM believes that there are additional DoD programs
that may use the services of Little LEO systems. These programs include: the
Commercial Satellite Communications Initiative, budgeted for $1.6 billion; the
Global Command and Control System, budgeted for $500 million; the Combat Search
and Rescue program to locate downed pilots, budgeted for $220 million; the Air
Mobility Command and Control Information Processing System, budgeted for $210
million; the Mobile Satellite Service program, budgeted for $87 million; and the
Joint Surveillance System, budgeted for $85 million. There are also a number of
civil government applications suitable for Little LEO systems. The Post-FTS 2000
is a program to provide long distance domestic and international wireless
Internet access, data and email to U.S. government civilian agencies. It is a
ten-year contract providing an estimated $300 to $400 million in revenues to
service providers. The existing Post-FTS 2000 provides domestic long distance
calling service to

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the federal government only. The new contract for service includes wireless,
mobile and international services. The U.S. Departments of State, Justice and
Transportation are also developing wireless email and messaging programs.

Foreign Governments. Use of Little LEO systems such as the ORBCOMM system
is expected to provide foreign governments with cost-effective applications, low
probability of interception and detection and worldwide availability. Potential
defense applications include: (i) transmission of Global Positioning System
("GPS")-determined position data for maneuvering units and recovering downed
pilots; (ii) transmission of data for air defense, fire support and asset
tracking; and (iii) tactical messaging. Potential civil government applications
include wide-area secure communications, monitoring and control of natural
resources and search and rescue functions.

RISK MITIGATION STRATEGY

System Design. ORBCOMM believes that the design of the ORBCOMM system
reduces ORBCOMM's exposure to cost overruns associated with the production and
launch of the ORBCOMM satellites due to launch or in-orbit failure. The
principal elements that contribute to this reduced exposure profile include the:
(i) integration of proven technologies into the ORBCOMM system; (ii) procurement
on a firm fixed-price basis of nearly all of the components of the ORBCOMM
system (other than certain communications software) from a single contractor
(Orbital) that is generally responsible for end-to-end satellite performance and
integration; (iii) use of launch vehicles that provide ORBCOMM with flexible
launch schedules; and (iv) conduct of early development and prototyping.
ORBCOMM's distributed constellation architecture, consisting of numerous LEO
satellites, is designed not only to provide global coverage but also to reduce
potential risks associated with the loss or outage of one or more satellites.
Under the Procurement Agreement, in the event the satellites constructed and
launched by Orbital do not perform after launch in accordance with agreed on
performance criteria, ORBCOMM is entitled to withhold payment to Orbital of up
to $2 million per plane of eight satellites. See "Risk Factors -- Technology
Risks -- Schedule Delays," "Risk Factors -- Technology Risks -- Cost Increases"
and "Risk Factors -- Technology Risks -- Limited Insurance."

Operations. The two ORBCOMM satellites launched in April 1995 have
provided ORBCOMM with significant information regarding actual satellite
performance in a space environment. As a result of the analysis of this
information, as well as information obtained prior to their launch, ORBCOMM, in
conjunction with Orbital, undertook a redesign of certain system elements of the
satellites. These design changes were incorporated in the ten satellites
launched since December 1997, as well as the remaining satellites being
constructed under the Procurement Agreement. The ORBCOMM satellites will
continue to provide ORBCOMM with valuable information regarding satellite
performance. Such information can be used by ORBCOMM and Orbital in the design
of future satellites to be procured under the Procurement Agreement or any
similar agreements that could be negotiated between Orbital and ORBCOMM in the
future. In addition, the ORBCOMM system is designed to operate satisfactorily in
the event ORBCOMM experiences a launch or in-orbit failure of several of its
satellites.

The ORBCOMM system has been granted FCC approval to use radio frequencies
in the United States in the 148.0-149.9 MHz band and the 137.0-138.0 MHz and
400.075-400.125 MHz bands for its uplink and downlink feeds, respectively. The
VHF frequencies are located just above those used for FM radio broadcasts and
just below those used for VHF marine push-to-talk radios. ORBCOMM believes that
the substantial technology and manufacturing base that already exists for a wide
variety of communications devices that operate near the frequency ranges used by
the ORBCOMM system facilitates the development of relatively inexpensive
subscriber units for the ORBCOMM system. See "Regulation."

System Maintenance. ORBCOMM has adopted a risk management policy
associated with the maintenance of the ORBCOMM system that provides for the
planned negotiation of a fixed price amendment to the Procurement Agreement for
the procurement of up to eight replacement satellites in 2000-2001. Obtaining
replacement satellites is expected to enable ORBCOMM to launch satellites more
quickly following an in-orbit or launch failure as soon as a launch vehicle is
available and to replenish in-orbit satellites as necessary,

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thereby prolonging the life of the first generation ORBCOMM constellation. See
"Risk Factors -- Technology Risks -- Schedule Delays," "Risk
Factors -- Technology Risks -- Cost Increases" and "Risk Factors -- Technology
Risks -- Limited Insurance."

Insurance. ORBCOMM's insurance strategy implements a risk management plan
for the protection of the ORBCOMM system. To protect against launch costs that
may be incurred as a result of a launch vehicle failure, ORBCOMM has obtained
launch insurance for each of the next two planned Pegasus satellite launches.
The Second Pegasus Launch is insured only as to the replacement value of the
launch vehicle in the event of a launch vehicle failure. Unless there is a loss
of three or more satellites in the plane of eight satellites launched in
December 1997, the Second Pegasus Launch will not be insured as to the satellite
payload of eight satellites. The Third Pegasus Launch is insured as to the
replacement of the launch vehicle in the event of a launch vehicle failure. The
Third Pegasus Launch is also insured as to the satellite payload of eight
satellites, but only if the Second Pegasus Launch fails, causing the loss of
three or more satellites or if there is a loss of three or more satellites in
either of the planes of eight satellites that were launched prior to the Third
Pegasus Launch. With respect to the Fourth Pegasus Launch, in the event that
either the Second Pegasus Launch or the Third Pegasus Launch fails, resulting in
the loss of three or more satellites, or if there is a loss of three or more
satellites in any of the planes of eight satellites that were launched prior to
the Fourth Pegasus Launch, ORBCOMM has insurance that would cover the cost of
obtaining a replacement launch vehicle and eight replacement satellites. In the
event that neither the Second Pegasus Launch nor the Third Pegasus Launch fails,
resulting in the loss of three or more satellites, ORBCOMM does not currently
have insurance that would cover the costs of obtaining a replacement launch
vehicle or eight replacement satellites; however, ORBCOMM expects to obtain
insurance for such circumstance prior to such launch assuming such insurance is
available on commercially reasonable terms.

As is typically the case with satellite insurance policies, in the event
there is a covered loss under ORBCOMM's insurance policy for the ORBCOMM
constellation, prior to the occurrence of the next event that would be subject
to such policy, ORBCOMM will be required to satisfy the insurance underwriters
that it has addressed the technological and/or other issues associated with the
covered loss.

SYSTEM ARCHITECTURE

The ORBCOMM system comprises three operational segments: (i) a space
segment consisting of a constellation of 36 LEO satellites; (ii) a ground and
control segment consisting of the Network Control Center that serves as the
global control for the satellites and Gateways, the major elements of which
include Gateway Earth Stations that send signals to and receive signals from the
satellites, and a message switching system that processes the message traffic;
and (iii) a subscriber segment consisting of subscriber units used by customers
to transmit and receive messages to and from satellites.

Overview. To use the ORBCOMM system, an initial message or other data is
generated by a subscriber unit. From that source, the data is transmitted to the
nearest ORBCOMM satellite, which confirms receipt to the unit. The satellite
downlinks the data to the Gateway Earth Station portion of a Gateway, which then
transmits the data to the associated Gateway Control Center. Within the Gateway
Control Center, the data is

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processed using a combination of ORBCOMM-developed and commercial email
software, and transmitted to its ultimate destination which may be to another
subscriber unit or pager or to a personal or business address using
public/private X.25 data networks, the Internet, text-to-fax conversion or
modems connected to a telephone network. If desired, an acknowledgment message
is returned to the sender. To mitigate design and implementation risks and to
control costs, the ORBCOMM system architecture, where possible, makes use of
existing, mature technologies and conforms to internationally accepted
standards. The ORBCOMM system network architecture comprises a multi-nodal
packet network using X.400 messaging and Time Division Multiple Access ("TDMA")
as the enabling technologies.

The three operational segments of the ORBCOMM system are shown below:

[GRAPHIC ILLUSTRATING CERTAIN COMPONENTS OF THE ORBCOMM SYSTEM, INCLUDING TWO
SATELLITES, TWO GATEWAY EARTH STATIONS, THE NETWORK/SATELLITE CONTROL CENTER,
SEVERAL CUSTOMERS AND SEVERAL PIECES OF EQUIPMENT, EACH OF WHICH IS SUPERIMPOSED
ON A CROSS-SECTION OF THE EARTH, WITH ARROWS CONNECTING THE VARIOUS COMPONENTS
OF THE ORBCOMM SYSTEM, INDICATING THE PATH OF A MESSAGE THROUGH THE ORBCOMM
SYSTEM.]

Space Segment. The enhanced space segment will consist of a constellation
of 36 LEO satellites comprising: (i) four planes of eight satellites; and (ii)
two planes of two satellites each in highly inclined orbits between
approximately 740 and 825 kilometers above the Earth. Currently, two planes of
two satellites and one plane of eight satellites have been launched. The
satellites are produced by Orbital and generally have been or will be launched
in groups of eight using Orbital's Pegasus launch vehicle. One plane of two
satellites was placed in a high-inclination orbit using a Pegasus launch vehicle
and the other plane of two high-inclination satellites was launched using a
Taurus launch vehicle, in both cases sharing the launch vehicles with other
non-ORBCOMM satellites.

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The most significant characteristics of the satellites that comprise the
space segment of the ORBCOMM system, including their design specifications,
coverage and design life, as well as licensing and launch information for the
satellites, are summarized in the following table.

<TABLE>
<CAPTION>
NUMBER OF LAUNCH DESIGN
SATELLITES(1) PLANE LAUNCH DATE VEHICLE LIFE(2)
------------- ----- --------------------- ------- -------
<S> <C> <C> <C> <C> <C>
FM 1-2-launched(3) 2 70 degrees April 1995 Pegasus 4 Years
FM 3-4-launched 2 108 degrees February 1998 Taurus 8 Years
FM 5-12-launched 8 45 degrees December 1997 Pegasus 8 Years
FM 13-20-licensed 8 45 degrees Third Quarter 1998(4) Pegasus 8 Years
FM 21-28-licensed 8 45 degrees Third Quarter 1998(4) Pegasus 8 Years
FM 29-36-licensed(5) 8 0 degrees Third Quarter 1999(4) Pegasus 8 Years
</TABLE>

- ------------------------------
(1) Each of the satellites that comprise the ORBCOMM system is an Orbital
MicroStar(TM) satellite, weighing approximately 90 pounds (approximately 104
pounds in the case of the two satellites launched in April 1995) and
measuring approximately 41 inches in diameter, 6.5 inches in height, 170
inches in deployed length and 88 inches in deployed width at solar arrays.
(2) The "design life" period of each satellite begins on the date the satellite
is placed in commercial service.
(3) Since mid-February 1998, one of these satellites has been experiencing an
outage. See "Risk Factors -- Technology Risks -- Design and Operation Risks
and Existing Anomalies and Outages."
(4) Each of the future launch dates identified represents the currently targeted
launch date.
(5) Pending FCC approval of its request to change the orbital plane of these
satellites.

Orbital and ORBCOMM intend to incorporate information gathered from
operational satellites to improve, where possible, the performance of the
remaining satellites.

The satellites are equipped with a VHF communications infrastructure
capable of operation in the 137.0-150.05 MHz and the 400.075-400.125 MHz bands.
The use of the spectrum is managed by an on-board computer that employs an
ORBCOMM-developed Dynamic Channel Activity Assignment System (the "DCAAS"). The
DCAAS continuously scans the authorized spectrum, identifies frequencies in use
and assigns channels to minimize the possibility of interference. The DCAAS is
expected to change the frequency of the uplink random access channels every five
seconds. The ORBCOMM satellites can also transmit a UHF beacon that provides
subscriber unit manufacturers with the ability to supply enhanced,
cost-effective, Doppler positioning.

Since late December 1997, ORBCOMM has launched ten satellites. To date,
ORBCOMM has placed eight of these satellites in commercial service. ORBCOMM
expects to place the remaining two satellites in commercial service by the end
of the third quarter of 1998. Eight of the satellites launched since December
1997 experienced an anomaly in their solar power system resulting in reduced
power margins. ORBCOMM believes, based on tests performed to date, that these
satellites, all of which were designed to produce approximately 225 watts of
power, are currently capable of producing between approximately 120 to 220 watts
of power, which is greater than the power required to operate the satellites.
Accordingly, ORBCOMM believes that each satellite will be capable of producing
sufficient power to meet its planned service requirements during its design
life.

There can be no assurance that Orbital and ORBCOMM will be successful in
resolving these anomalies or outages or that similar anomalies or outages will
not occur on any of the ORBCOMM satellites. The

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inability to resolve or prevent such anomalies or outages could have a material
adverse effect on ORBCOMM's ability to provide service, financial condition and
results of operations.

ORBCOMM has an option to procure a second generation of substantially
similar satellites from Orbital that would replace the system it is now
deploying at the end of the current system's expected life. The option, priced
at $166.1 million (subject to adjustment for inflation and excluding taxes, if
any, and the cost of launch and satellite insurance) can be exercised by ORBCOMM
at any time prior to December 31, 1999. However, such option would only be
exercised by ORBCOMM at the specified price if the satellites for the second
generation will be substantially similar to those of the current system.

The Procurement Agreement requires Orbital to demonstrate compliance with
the detailed technical satellite performance requirements defined in the ORBCOMM
system specifications, which specifications describe the end-to-end satellite
performance. Except for the communications software, which is the responsibility
of ORBCOMM, Orbital is responsible for the performance of the satellites and the
U.S. Ground Segment, including the satellite management functionality of the
Network Control Center. Orbital must comply with a verification and test plan,
which defines the detailed verification tests and acceptance criteria for each
of the ORBCOMM system elements.

The Procurement Agreement with Orbital currently provides for the launch of
34 satellites, of which ten satellites have been launched since December 1997.
Orbital's Pegasus vehicle is launched from beneath a modified Lockheed L-1011
owned by Orbital and is capable of deploying satellites weighing up to 1,000
pounds into LEO. To date, Orbital has conducted 21 Pegasus missions, with
approximately a 90% success rate.

Gateway Earth Stations and the subscriber units comprising the ORBCOMM
system communicate with the satellites in the same band, thus eliminating the
design complexity, as well as the associated mass, power and cost of supporting
multiple radio payloads on a single satellite. The satellite also contains an
intelligent packet-routing capability, including a limited store-and-forward
capability.

Ground and Control Segment. The ground and control segment consists of
Gateways strategically located throughout the world and the facilities to
monitor and manage all network elements to ensure continuous, consistent
operations in the provision of quality service. The role of the Gateway is to
provide access to the space segment and interface to public and private data
networks. The major elements of a Gateway include:

- Gateway Earth Stations, each of which is composed of two radomes, with
enclosed VHF tracking antennae, one of which is redundant, and associated
pedestal, controller and radio equipment;

- a Gateway message switching system located within each Gateway Control
Center, which processes the message traffic and provides the
interconnection to the terrestrial networks; and

- a Gateway management system located within each Gateway Control Center,
which manages the Gateway elements.

To provide services using the ORBCOMM system in a particular region, an
appropriately located Gateway is required. Gateways cover a circular area with a
radius of approximately 3,300 miles. All elements of the U.S. Gateway are
operational, including four Gateway Earth Stations located in New York, Arizona,
Georgia and Washington and a Gateway Control Center located in Virginia. The
U.S. Gateway will be used to serve the United States, Canada and Mexico. In
March 1998, a Gateway, including one Gateway Earth Station, located in Italy
successfully completed acceptance testing. A Gateway Earth Station has been
constructed in each of South Korea and Japan, with each of the associated
Gateway Control Centers expected to be installed by mid-1998. ORBCOMM expects
that many International Licensees will enter into agreements to share Gateways.
The procurement of each of the existing Gateways located outside the United
States was funded by the relevant International Licensee. ORBCOMM has entered
into and will continue to enter into agreements with International Licensees for
the construction of additional Gateways outside the United States. The cost and
implementation of future Gateways is expected to be borne by existing and future

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International Licensees, although generally all of the hardware and software
comprising the Gateways is procured by the International Licensees from ORBCOMM.

Each Gateway Earth Station comprises two radomes and enclosed antennae,
each of which weighs approximately 3,300 pounds and is approximately 28 feet in
diameter. The total height of the structure, measured from the top of the radome
to the foot of the base, is approximately 33 feet. Each Gateway Earth Station is
unmanned, and contains a freestanding shelter and an optional fuel tank and
power generator. The Gateway satellite links have been designed to make use of
single uplink and downlink channels for all ORBCOMM satellites by using a TDMA
protocol. This protocol will permit several Gateways to communicate
simultaneously with a single satellite. The TDMA protocol has several
advantages, including the ability to provide a virtually seamless handover of a
satellite from Gateway Earth Station to Gateway Earth Station under the
centralized control of the Gateway Control Center.

The control segment of the ORBCOMM system is housed at the Network Control
Center. The control segment includes a network management system, which monitors
the status of all network elements and a space vehicle management system.
Currently, there is no back-up Network Control Center, although the existing
Network Control Center is equipped with back-up hardware, and associated
software is backed up and stored off-site. In addition, the Network Control
Center is equipped with an automatic emergency generator to provide a backup for
normal building power. Requirements have been developed for a back-up Network
Control Center to be constructed in 1999. Through the U.S. Gateway, managed from
the Network Control Center, ORBCOMM has access to the space segment for command
and control purposes, although, consistent with the rules and regulations of the
FCC, OCC maintains ultimate control over the ORBCOMM system.

Subscriber Segment. The subscriber segment consists of various models of
subscriber units, some of which are intended for general use, and some of which
are designed to support specific applications, although even in the case of the
general use subscriber units, the configuration of these units may make them
more or less suitable for certain applications. The subscriber unit models will
include: (i) externally powered subscriber units for fixed applications such as
pipeline monitoring, remote device control or environmental monitoring; (ii)
self-contained, battery- and/or solar-powered subscriber units that would
support applications where commercial or other external power is not available,
including messaging applications; and (iii) vehicular-powered subscriber units
that could be used in asset tracking, cargo monitoring or vehicular operation
monitoring.

To ensure the availability of subscriber units having different functional
capabilities in sufficient quantities to meet demand, ORBCOMM has provided
extensive design specifications and technical and engineering support to various
subscriber unit manufacturers. ORBCOMM has also entered into agreements with six
subscriber unit manufacturers. ORBCOMM has type approved eleven subscriber unit
models for commercial use with the ORBCOMM system. Four subscriber unit
manufacturers have commenced production of subscriber units that can be used for
electric utility meter, oil and gas storage tank, well and pipeline and
environmental monitoring and commercial truck, trailer, container, rail car,
heavy equipment, fishing vessel and government asset tracking applications.
Hand-held messaging subscriber units are expected to be commercially available
from Magellan in mid-1998 and thereafter from one or more other manufacturers.
ORBCOMM recently committed to buy $6.2 million of subscriber units
(approximately 17,000 units) from certain manufacturers to accelerate initial
customer sales by VARs, Internal VARs and International Licensees. ORBCOMM
expects to sell these subscriber units to these entities at prices equal to or
greater than cost, although there can be no assurance that ORBCOMM will be able
to do so. In addition, ORBCOMM recently agreed to pay Magellan a subsidy for
each Magellan subscriber unit sold through March 1999, up to an aggregate of
$2.4 million.

The subscriber units targeted for industrial or telemetric applications are
designed to interface with sensors or control devices through an
industry-standard serial interface using a proprietary communications protocol,
developed to take advantage of the packet nature of the ORBCOMM system. The
subscriber units targeted for the messaging market will incorporate interfaces
such as integrated keyboards or touch-sensitive screens. Additionally, while the
ORBCOMM satellites are designed to support Doppler position determina-

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tion in the subscriber units, certain subscriber unit models are also equipped
with GPS receivers, permitting more rapid and more accurate location
determination.

COMPETITION

Competition in the communications industry is intense, fueled by rapid and
continuous technological advances and alliances between industry participants
seeking to use such advances on an international scale to capture significant
market share. At this time, the ORBCOMM system is the only commercially
operational Little LEO system.

ORBCOMM commenced limited commercial service in the United States on
February 1, 1996. ORBCOMM believes that commencement of commercial service
provides it with a substantial head-start in developing markets, distribution
systems, subscriber products and applications and a customer base globally.
ORBCOMM expects that potential competitors will include other Little LEO systems
that have been licensed by the FCC, certain GEO-based systems, certain
terrestrial-based data communications systems and various Big LEO and MEO
systems.

Other Little LEO Systems. In addition to OCC, four other entities have
been licensed by the FCC to provide Little LEO satellite services in the United
States. Leo One USA Corporation ("Leo One") has been licensed for a 48-satellite
system, which is expected to provide a variety of commercial Little LEO
services. Final Analysis Communications Services, Inc. ("Final Analysis") has
been licensed for a 26-satellite system, which is expected to provide a variety
of Little LEO services. E-SAT, Inc. ("E-SAT") has been licensed for a
six-satellite system, which is expected to provide remote meter reading
services. Volunteers in Technical Assistance ("VITA") has been licensed for two
satellites to transmit health, research and scientific data on a delayed basis
between developing countries and the United States. See "Regulation -- U.S. FCC
Regulation."

Based on published reports, ORBCOMM does not believe that any of the other
Little LEO constellations that were recently licensed in the second licensing
round by the FCC will have systems fully operational until after the year 2000.
ORBCOMM believes that it holds a substantial advantage over these potential
competitors by having already designed, constructed and launched a fully
functional system, by executing service license or similar agreements with
International Licensees covering approximately 100 countries outside the United
States and by achieving, in large part, international coordination of its
designated frequencies through the ITU. Over the course of the next several
years, ORBCOMM is expected to obtain further advantages over these potential
competitors by establishing certain standards in the industry, developing
operational expertise, launching the remaining satellites in the ORBCOMM system,
signing agreements with additional subscriber unit manufacturers, signing
reseller agreements, service license and similar agreements with additional
marketing entities and expanding its marketing activities generally as the
ORBCOMM system matures.

Plans for other Little LEO systems have been announced in Australia,
Belgium, Brazil, Canada, France, Mexico, Russia, South Korea, Tonga and Uganda,
although ORBCOMM believes that, without additional allocations of spectrum in
the United States, these systems will be unable to offer services in the United
States. The ORBCOMM system is protected from harmful interference from other
systems on a global basis, with the sole exception of the French candidate
system, which, as a result of its prior notification to the ITU may not be
interfered with by the ORBCOMM system anywhere in the world.

GEO Systems. In addition, ORBCOMM believes that it competes or will
compete in certain of its market segments with existing operators and users of
certain GEO-based systems such as AMSC, Qualcomm, GE LogistiCom and companies
providing services using the Inmarsat system. AMSC offers SKYCELL mobile data
services, both satellite only and "dual-mode," i.e., satellite and terrestrial,
through the public data network that can reach both densely populated urban
areas and sparsely populated rural areas. AMSC has recently acquired Motorola's
ARDIS two-way terrestrial-based wireless messaging network, which will
complement AMSC's existing satellite-based voice and data communications
services by allowing AMSC to offer a hybrid solution that will have the ability,
among other things, to serve urban areas and to penetrate buildings, which
AMSC's satellite-based system is currently unable to do effectively or at all.
Qualcomm
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designs, manufactures, distributes and operates the OmniTRACS Communications
System, a satellite-based, two-way mobile communications and tracking system
that provides messaging, position reporting and other services for
transportation companies and other mobile and fixed site customers using certain
GEO satellites. GE LogistiCom has announced plans to offer a trailer tracking
application in North America using capacity on the AMSC satellite system. In
addition, various companies using the Inmarsat system are providing fishing
vessel and other marine tracking applications. ORBCOMM believes that the ORBCOMM
system has certain advantages over these other systems including worldwide
coverage, lower equipment costs in most cases and substantially reduced
line-of-sight limitations.

Terrestrial-Based Data Communications Systems. While the ORBCOMM system is
not intended to compete in general with existing and planned terrestrial-based
data communications systems, in certain of its market segments ORBCOMM believes
it competes or may compete with certain of these systems including the systems
operated by HighwayMaster, ARDIS, BellSouth Mobile Data Systems (formerly RAM
Mobile Data) and SkyTel. The architecture of these systems may provide certain
advantages relative to the ORBCOMM system, including in-building penetration.
HighwayMaster operates a wireless enhanced services network providing integrated
mobile voice, data, tracking and fleet management information services to
trucking fleets and other operators in the long-haul segment of the
transportation industry. The terrestrial-based wireless systems operated by
ARDIS and BellSouth Mobile Data Systems are capable of providing geographically
limited data communications services to a variety of end users. SkyTel provides
messaging services in cities in the United States. SkyTel is using its messaging
network to provide fixed location services, specifically utility meter reading
in urban areas. Because of the inherent coverage limitations of a terrestrial-
based data communications systems, ORBCOMM believes that the ORBCOMM system will
also complement these systems, which provide cost-effective services primarily
in metropolitan areas where subscriber densities justify construction of radio
towers. Such systems generally do not have sufficient coverage outside
metropolitan areas, making them less attractive to certain market segments.
ORBCOMM believes that the ORBCOMM system presents an attractive complement to
terrestrial-based data communications systems because it can provide geographic
gap-filler service at affordable costs without the need for additional
infrastructure investment. The ORBCOMM system's ability to serve as a geographic
gap-filler may be reduced, however, as terrestrial-based communications systems
expand their coverage.

Big LEO and MEO Systems. The Big LEO and MEO systems are designed primarily
to provide two-way voice services that require larger, more complex satellites
than the ORBCOMM satellites and larger constellations to provide global
coverage. As a result, the cost of the Big LEO and MEO systems is significantly
greater than those of the ORBCOMM system. However, the marginal cost on a
per-message basis of providing services similar to those expected to be offered
by ORBCOMM could be relatively low for a Big LEO or MEO system that is unable to
sell most of its capacity for voice or high-volume data services. Based on
publicly available information, Iridium LLC ("Iridium") anticipates an initial
service date in September 1998 for a proposed 66-satellite constellation to
provide voice and other communications services with usage charges of
approximately $3.00 per minute plus "tail charges" (land-line extension
charges). The total system cost is expected to be approximately $3.7 billion.
The Globalstar, L.P. ("Globalstar") system is expected to cost approximately
$2.3 billion and consists of a constellation of 48 satellites, with wholesale
usage charges of approximately $0.35 to $0.55 per minute. The initial service
date for the Globalstar system is anticipated to be in early 1999. Another
satellite system designed primarily to provide voice communications is the ICO
Global Communications ("ICO") system. The ICO system is scheduled to commence
full commercial service in the year 2000.

ORBCOMM may also face competition in the future from companies using new
technologies and new satellite systems. ORBCOMM's business could be adversely
affected if competitors begin operations or existing or new communications
service providers penetrate ORBCOMM's target markets. A number of these new
technologies, even if they are not ultimately successful, could have an adverse
effect on ORBCOMM's financial condition and results of operations.

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<PAGE> 69

EMPLOYEES

As of May 31, 1998, ORBCOMM had 327 full-time employees, none of whom is
subject to any collective bargaining agreement. The Company has no full-time
employees. ORBCOMM's management considers its relations with employees to be
good.

PROPERTIES

ORBCOMM currently leases approximately 37,000 square feet of office space
in Herndon, Virginia, as well as approximately 25,000 square feet of office
space in Dulles, Virginia from Orbital. ORBCOMM also leases approximately 28,000
square feet of additional space at various sites in Virginia and Maryland for,
among other purposes, self-storage, space to assemble certain portions of the
Gateway and for use by employees and a contractor. ORBCOMM currently operates
four Gateway Earth Stations. ORBCOMM owns the properties on which the St. Johns,
Arizona and Arcade, New York Gateway Earth Stations are located and leases,
subject to long-term lease agreements, the properties on which the Ocilla,
Georgia and East Wenatchee, Washington Gateway Earth Stations are located.

LEGAL PROCEEDINGS

Neither ORBCOMM nor the Company is a party to any pending legal proceedings
material to their financial condition or results of operations. For a discussion
of regulatory issues affecting ORBCOMM, see "Regulation."

REGULATION

U.S. FCC REGULATION

Regulation of NVNG Systems. All commercial non-voice, non-geosynchronous
("NVNG") satellite systems, or Little LEO systems such as the ORBCOMM system, in
the United States are subject to the regulatory authority of the FCC, which is
the U.S. government agency with jurisdiction over commercial uses of the radio
spectrum. Little LEO operators must obtain authorization from the FCC to launch
and operate their satellites to provide services in assigned spectrum segments.

In January 1993, the FCC allocated spectrum segments for NVNG MSS and
issued a Notice of Proposed Rulemaking to govern the NVNG application process.
In October 1993, the FCC formally adopted its licensing and service rules for
NVNG systems (the "NVNG Order"). The NVNG Order imposes duty limits on
subscriber units operating in the band 148.0-149.9 MHz. Subscriber units are
limited to transmitting no more than one percent of the time during any
15-minute period and no transmission may exceed 450 milliseconds. ORBCOMM
believes that its services can be provided within these limitations.

First Processing Round. On February 28, 1990, OCC filed an application
with the FCC for a Little LEO system. See "-- International Regulation -- ITU
Spectrum Allocations." Starsys Global Positioning, Inc. ("Starsys") filed a
Little LEO system application with the FCC several months later, whereupon the
FCC established a cut-off date for the filing of applications to be considered
concurrently with these proposals. A third applicant, VITA, also filed a Little
LEO system application in this initial processing round.

Original FCC License. On October 20, 1994, the FCC granted OCC the
Original FCC License to construct, launch and operate 36 satellites, in four
inclined and two near-polar orbital planes, for the purpose of providing two-way
data and messaging communications and position determination services. In 1995,
the FCC granted OCC licenses to operate four Gateway Earth Stations and to
deploy up to 200,000 subscriber units in the continental United States.

The frequency bands in which the ORBCOMM system is authorized to operate
are as follows:

<TABLE>
<S> <C>
Uplink: 148.0-149.9 MHz
Downlink: 137.0-138.0 MHz and 400.075- 400.125 MHz
</TABLE>

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<PAGE> 70

The Original FCC License authorizes OCC to offer service as a private
carrier and extends ten years from the operational date of the first ORBCOMM
satellite, FM1, which was April 3, 1995. The milestone requirements of the
Original FCC License mandate that OCC launch its first two satellites by
December 1998 and its remaining 34 authorized satellites by December 2000. OCC
has already met the first milestone with the launch of its first two satellites,
FM1 and FM2, in April 1995, and the launch of ten additional satellites in 1997.
OCC has set an aggressive launch schedule for the remaining 24 authorized
satellites that, if successful, will result in OCC reaching the second milestone
by the third quarter of 1999. In addition, OCC is required to apply for a
license renewal three years prior to the expiration of the Original FCC License.
While, based on past experience, OCC believes that the FCC generally grants
license renewals to existing licensees where the licensee has satisfied the
requirements of the license, there can be no assurance that the Original FCC
License would be renewed should OCC apply. See "Risk Factors -- Regulatory
Risks -- Domestic Licensing Risks."

Under the terms of a coordination agreement between Starsys and OCC, which
was incorporated into the terms of the Original FCC License, OCC is required to
shut down its left-hand circular polarization ("LHCP") satellite-tosubscriber
downlink channels under certain circumstances when operation of such channels
would interfere with the Starsys system. To further lessen the possibility of
co-polarization interference, OCC also agreed to modify its frequency plan to
locate its LHCP channels in the lower portion of the 137.0-138.0 MHz band. The
FCC imposed these restrictions on OCC's domestic operations and reserved the
right to consider extending these restrictions to OCC's international operations
if notified of actual sharing difficulties between the ORBCOMM system and
Starsys. The Original FCC License also provides that the ORBCOMM system is
permitted to operate throughout the 148.0-149.9 MHz band only until such time as
Starsys is prepared to launch its first satellite. Once Starsys so notifies the
FCC, or earlier if required by the FCC, OCC agreed to limit its operations to
the upper half of this band, permitting Starsys to operate its spread spectrum
system in the lower half of the band. This latter requirement has since been
superseded by the FCC's October 1997 final order. See "-- Second Processing
Round."

Although Starsys has returned its license to the FCC, under the new rules
that took effect on January 2, 1998, the FCC authorized E-SAT to operate in the
spectrum previously licensed to Starsys consistent with the provisions of
Starsys' first processing round authorization.

Second Processing Round. On November 16, 1994, the FCC closed the
application filing period for a second processing round for NVNG applications.
As a result of consolidation in the satellite services industry, the total
number of applicants that participated in the second-round (including OCC) was
reduced from eight to five. The FCC's International Bureau, acting on delegated
authority, granted Leo One application for a 48-satellite Little LEO system on
February 13, 1998 and granted OCC's second-round application as well as the
applications of the other second-round applicants, Final Analysis, E-SAT and
VITA, on March 31, 1998. See "Business -- Competition -- Other Little LEO
Systems." OCC has filed applications for review of the International Bureau
orders granting licenses to Leo One and Final Analysis because OCC believes that
the general obligation imposed in those orders to complete coordination before
commencing operations may not provide adequate protection to OCC's subscriber
uplink operations in the 148-149.9 MHz band.

In connection with the second processing round for Little LEO applications,
the FCC issued an order in October 1997 (the "Final Order") allowing each of the
three commercial narrowband second-round applicants to have permanent access to
approximately 355 kHz of spectrum in the lower portion of the 148.0-149.9 MHz
band. The Final Order made additional spectrum available for second-round
applicants while at the same time superseding the requirement in the Original
FCC License that ORBCOMM discontinue its use of the lower half of this band once
Starsys launches its system.

Supplemental FCC License. The Supplemental FCC License, among other
things, increases the total number of authorized satellites from 36 to 48. The
term of the authorization for the additional 12 satellites is ten years from the
operational date of the first ORBCOMM satellite, which was April 1995. The
Supplemental FCC License also requires that OCC begin construction of the first
two of the additional 12 satellites by March 1999 and of the remaining ten
satellites no later than March 2001. The Supplemental FCC License also requires
that the first two satellites be launched by September 2002 and the remaining
ten satellites be launched by March 2004, respectively. Failure to meet these
milestones will render the

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<PAGE> 71

Supplemental FCC License null and void, unless the FCC grants an extension of
these milestones. In addition, OCC is required to apply for a license renewal
three years prior to the expiration of the Supplemental FCC License. While,
based on past experience, OCC believes that the FCC generally grants license
renewals to existing licensees where the licensee has satisfied the requirements
of the license, there can be no assurance that the Supplemental FCC License
would be renewed should OCC apply. See "Risk Factors -- Regulatory
Risks -- Domestic Licensing Risks."

The Supplemental FCC License also: (i) permits the ORBCOMM system to use
fewer, potentially higher, data rate customer downlink channels; (ii) allows for
a change in the orbital altitude of the ORBCOMM satellites in the non
high-inclination planes from 775 kilometers to approximately 825 kilometers
above Earth; and (iii) permits the launch of two of the high-inclination
satellites to 108 degrees instead of 70 degrees. The additional 12 satellites
authorized by the Supplemental FCC License will also improve the ORBCOMM
system's high-latitude coverage over Alaska, Canada and Europe as well as
provide additional capacity and greater in-orbit redundancy. In addition,
ORBCOMM believes that the grant of the Supplemental FCC License will facilitate
coordination of the ORBCOMM system with Russia and France. See "-- International
Regulation -- ITU Coordination."

Finally, the Supplemental FCC License provided OCC a secondary right to use
a portion of the 149.9-150.05 MHz for its feeder links, which right is
contingent on Final Analysis moving its feeder link to another location, which
it has indicated it desires to do. However, before Final Analysis can move its
feeder link, additional spectrum needs to be made available by the ITU for MSS,
which is not likely to happen until at least 1999, if at all. See
"-- International Regulation -- ITU Spectrum Allocation." Leo One has
conditionally challenged the Supplemental FCC License, contending in its
Application for Review that if the FCC grants OCC's challenge to Leo One's
second round license, then the FCC should reverse the International Bureau's
grant of the Supplemental FCC License to OCC.

Additional Domestic Regulatory Activities. On April 15, 1998, OCC filed
the Modification Request with the FCC to permit it to launch eight of its
authorized satellites in an equatorial orbit (rather than a 45 degree orbit) and
to increase the spacing between the other three planes of satellites. OCC
believes that the FCC will grant the Modification Request on a timely basis
because there would be no adverse effect on any other Little LEO licensee or
other service.

INTERNATIONAL REGULATION

Summary. The ORBCOMM system operates in frequencies that were allocated on
an international basis for use by Little LEO systems at the World Administrative
Radio Conference held in 1992 ("WARC-92"). The United States, on behalf of
various Little LEO service providers, including OCC, pursued international
allocations of additional frequencies for use by the Little LEOs at WRC-95 with
limited success, as noted above. The United States also requested additional
frequencies for use by the Little LEOs at WRC-97, which resulted in the
allocation, on a footnote basis, of additional spectrum in the 454-455 MHz band,
which is adjacent to certain additional spectrum that was allocated for use
during WRC-95. In addition to cooperating with these efforts by the United
States to secure additional spectrum for Little LEO systems, OCC was required to
and has in fact, through the FCC, engaged in international coordination
procedures with other countries with respect to other satellite systems under
the aegis of the ITU. OCC has completed these international coordination
procedures, with the exception of those efforts involving France and Russia. OCC
was also required, by the FCC and the U.S. Department of State, to engage in
economic and/or technical coordination with two international satellite systems,
Intelsat and Inmarsat. These coordinations were completed successfully with
respect to the planned 36-satellite enhanced constellation as of 1995. Finally,
the ORBCOMM system must receive operational authority from each of the foreign
countries in which it proposes to provide service. It will be the responsibility
of the International Licensee in each country to obtain such authority.

ITU Spectrum Allocations. The ORBCOMM system operates both in the United
States and internationally using frequencies allocated for Little LEO systems in
the International Table of Frequency Allocations (the "International Table").
The International Table identifies radio frequency segments that

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<PAGE> 72

have been designated for specific radio services by the member nations of the
ITU. The International Table is revised periodically at WRCs. Between WRCs, the
member nations of the ITU, in connection with private industry, prepare and
propose recommendations for international allocations to be considered at the
next WRC. Preparatory analyses and recommendations are considered in appropriate
technical study groups for specific topics.

Little LEO systems require use of radio spectrum on a global basis to reach
their full commercial potential. At WARC-92, with the sponsorship of the U.S.
government and a number of other key administrations, major portions of the 137
to 150 MHz band and a narrow portion of the spectrum band at 400 MHz were
allocated on a global basis to Little LEO systems. The specific frequency
allocations for uplink and downlink operations included the following:

<TABLE>
<S> <C>
Uplink: 148.0-149.9 MHz (1.9 MHz on a primary basis)
Downlink: 137.0-138.0 MHz (675 kHz on a primary basis; 325 kHz on a
secondary basis)
400.15-401.00 MHz (850 kHz on a primary basis)
</TABLE>

In addition, 3 MHz of uplink and 3 MHz of downlink frequencies were
allocated on a secondary basis. The band 400.075-400.125 MHz licensed for use by
the ORBCOMM system already was allocated previously on a global basis to Time
and Frequency Standard service and, therefore, was not subject to consideration
at WARC-92. ORBCOMM's planned use of this bandwidth complies with the
regulations governing its use. At WARC-92, a footnote to the Table of
Allocations was adopted providing that MSS uplinks in the band 148-149.9 MHz
would be secondary in more than 100 countries. Earth stations in these countries
would neither be protected from interference, nor permitted to cause
interference to terrestrial services.

A designation of "primary" places the Little LEO systems on an equal
footing with existing users of these frequencies, subject to the provision that
the Little LEO systems not interfere with existing users or constrain their
growth and, with respect to certain countries and certain frequency bands, that
the Little LEO systems not claim protection from existing users. A "secondary"
designation means that the other users of the same frequencies have priority
over the Little LEO systems and are not required to accommodate or avoid
interference with them. The procedures for "coordinating" Little LEO services
with other registered users of the band were established at WARC-92.

At WRC-95, the U.S. government and other administrations sought an
additional allocation of 6.65 MHz of spectrum for Little LEO systems. This
proposal was largely unsuccessful due to the late identification of candidate
bands. At WRC-97, the U.S. government and other administrations again sought an
additional allocation of spectrum for Little LEO systems, which requests were
again met with only limited success. Consideration of additional bandwidth
allocations is currently scheduled to be on the agenda for the next WRC
scheduled for 1999. There can be no assurance that such additional allocations
will be approved.

Finally, a portion of the Transit band between 149.9-150.05 MHz and
399.9-400.05 MHz was allocated to Little LEOs effective on January 1, 1997. OCC
has determined, however, that the upper portion of the transit band is not
particularly useful to the ORBCOMM system.

ITU Coordination. The United States, on behalf of OCC, is required to
coordinate the frequencies used by the ORBCOMM system through the ITU. ITU
frequency coordination is a necessary prerequisite to obtaining interference
protection from other NVNG satellite systems. There is no penalty for launching
a satellite system prior to completion of the ITU coordination process, although
protection from interference through this process is afforded only as of the
date of successful completion of the process and notification of the satellite
by the ITU.

The FCC, on behalf of OCC, has notified the ITU that the ORBCOMM system was
placed in service on April 3, 1995 and that it has operated without complaint of
interference since that time. The FCC also informed the ITU that OCC has
successfully completed its coordination with all other administrations except
Russia and France. ORBCOMM believes that grant of the Supplemental FCC License
will facilitate its coordination efforts with Russia and could facilitate its
coordination efforts with France. OCC expects that it will successfully complete
the ITU coordination process with Russia and France by December 1998, at which
time the entire ORBCOMM 48-satellite constellation will be fully registered with
the ITU. The FCC recently

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<PAGE> 73

sent notification documentation to the ITU for the additional 12 satellites for
which OCC was recently licensed. Supplemental coordination of these 12
additional satellites is not required for those countries for which coordination
was previously completed. In the event the FCC approves OCC's request to launch
eight satellites in an equatorial orbit, the FCC must modify OCC's ITU
documentation to include the proposed launch of these satellites. This
modification is not expected to affect coordination of ORBCOMM's satellite
system. Satellite systems subsequent to the ORBCOMM system must coordinate with
OCC to protect the ORBCOMM system from interference.

ITU coordination is also required for the uplink ground segment of the
ORBCOMM system, but is the responsibility of individual administrations.
Depending on the location of particular ground stations, the applicable
coordination distance specified in the ITU procedures may extend across
international boundaries and require coordination by more than one governmental
authority. For example, two of the four U.S. Earth Stations have a coordination
distance that extends into Canada, and thus require coordination with Canada
prior to ITU notification or registration.

At WRC-95, France proposed a reduction in the threshold for coordination
with terrestrial services, which would require additional coordination of MSS
systems. France raised this proposal again at WRC-97, and a compromise was
reached whereby the more restrictive threshold would apply only to future
systems.

Coordination with Intelsat and Inmarsat. Pursuant to the Intelsat treaty,
international satellite operators are required to demonstrate that they will not
cause economic or technical harm to Intelsat. OCC was notified in March 1995
that this coordination with Intelsat had been completed successfully with
respect to the planned 36-satellite enhanced constellation. Further coordination
will be required as to the 12 satellites licensed under the Supplemental FCC
License. ORBCOMM anticipates that it will successfully complete such
coordination with Intelsat.

The Inmarsat treaty similarly requires both technical and economic harm
coordination. OCC was notified in October 1995 that it had successfully
completed both technical and economic coordination with Inmarsat with respect to
the planned 36-satellite enhanced constellation. Further coordination will be
required as to the 12 satellites licensed under the Supplemental FCC License. As
with the Intelsat coordination, ORBCOMM anticipates that it will successfully
complete such coordination with Inmarsat.

Regulation of Service Providers. Primary responsibility for obtaining
local regulatory approval to offer ORBCOMM system services in countries outside
the United States will reside with the various International Licensees. In all
cases, the proposed International Licensees are private companies, reflecting
the expectation that the ORBCOMM system will be licensed as a value-added
service rather than as a regulated basic service. International Licensees and
proposed International Licensees have had discussions with regulators in certain
major target countries and have advised ORBCOMM that such discussions indicate
that favorable regulatory treatment can be anticipated.

The process for obtaining regulatory approval in foreign countries
generally conforms to the following process. The International Licensee requests
regulatory approval from the appropriate national regulatory body, which has the
sole authority to grant an operating license. Obtaining such local regulatory
approvals normally requires, among other things, that the International Licensee
demonstrate the absence of interference to other authorized uses of the spectrum
in each country. In some countries, this process may take longer due to heavier
shared use of the applicable frequencies and, in certain other countries, may
require reassignment of some existing users. The national regulatory authority
will be required to associate with the ORBCOMM ITU submission. The national
regulatory authority also will be required to submit so-called Appendix S4
information to the ITU to coordinate and protect ORBCOMM Gateway Earth Stations
in the territory or region from interference by other ground systems in
neighboring countries.

To date, ORBCOMM has executed 14 agreements with International Licensees
covering approximately 100 countries within North and South America, Europe,
Asia, the Middle East and Africa. ORBCOMM or the International Licensees or
third parties have received full or limited regulatory approvals in a total of
14 countries. In particular, in addition to the United States, full regulatory
approvals to provide ORBCOMM services have been received in Canada, Japan,
Malaysia and Argentina. ORBCOMM, through the Interna-

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<PAGE> 74

tional Licensees and other third parties, currently has temporary, experimental,
testing and demonstration or business licenses in Germany, Italy, South Korea,
Spain, Sweden, Northern Ireland, Chile, South Africa, Iceland and Namibia, which
licenses permit a range of activities including the right to test and
demonstrate or operate the ORBCOMM system on a temporary or otherwise limited
basis.

ORBCOMM provides technical and regulatory assistance to its International
Licensees in pursuing operating authority. The assistance provided by ORBCOMM
includes actual in-country demonstrations that the ORBCOMM system can share use
of the allocated spectrum with existing users while neither causing harmful
interference nor constraining operations and growth of those systems. While
International Licensees have been selected, in part, based upon their perceived
qualifications to obtain the requisite foreign regulatory approvals, there can
be no assurance that they will be successful in doing so, and if they are not
successful, ORBCOMM services will not be available in such countries. In
addition, the continued operations of the International Licensees may be subject
to other regulatory requirements or regulatory or other changes in each foreign
jurisdiction.

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MANAGEMENT

BOARD OF DIRECTORS, MEMBERS AND EXECUTIVE OFFICERS

The Company

The following table sets forth information concerning the executive
officers and directors of the Company as of the date of this Prospectus. The
current members of the Company's Board of Directors (the "Company Board") have
been selected by Orbital and Teleglobe and will hereafter be elected at the
annual meeting of stockholders. Within 90 days of the consummation of the
Offering, the Company expects to have elected two additional directors who will
be independent directors ("Company Independent Directors"). Unless otherwise
indicated, each executive officer holds office until a successor is duly elected
and qualified. There are no family relationships among the executive officers or
directors of the Company. See "Risk Factors -- Structural and Market
Risks -- Risk of Loss of Management Rights on a Change of Control or Reduction
in Interest."

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------- --- --------------------------------------
<S> <C> <C>
Scott L. Webster..... 46 President, Chief Executive Officer and
Director
W. Bartlett Snell.... 46 Chief Financial Officer and Treasurer
Marc Leroux.......... 47 Director
William J. Meder..... 55 Director
Jeffrey V. Pirone.... 37 Director
Wan Aishah Wan 37 Director
Hamid..............
David W. Thompson.... 44 Director
</TABLE>

ORBCOMM

The following table sets forth information concerning the executive
officers of ORBCOMM and Members of the ORBCOMM Committee as of the date of this
Prospectus.

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------- --- --------------------------------------
<S> <C> <C>
Scott L. Webster..... 46 Chairman, Chief Executive Officer and
Member (designated by OCC)
Alan L. Parker....... 59 President, Global Development
Robert F. Latham..... 56 President and Chief Operating Officer
W. Bartlett Snell.... 46 Senior Vice President Finance and
Administration, Chief Financial
Officer and Treasurer
Andre Halley......... 51 Senior Vice President, International
Market Development and General Manager
Abdul H. Rana........ 47 Senior Vice President Engineering and
Product Management
Brian L. Williams.... 48 Senior Vice President Marketing,
Strategy and Communications
Mary Ellen 39 Senior Vice President, General Counsel
Seravalli.......... and Secretary
Marc Leroux.......... 47 Member (designated by Teleglobe
Mobile)
William J. Meder..... 55 Vice Chairman and Member (designated
by Teleglobe Mobile)
Jeffrey V. Pirone.... 37 Member (designated by OCC)
Wan Aishah Wan 37 Member (designated by Teleglobe
Hamid.............. Mobile)
David W. Thompson.... 44 Member (designated by OCC)
</TABLE>

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<PAGE> 76

Scott L. Webster has been Chairman and Chief Executive Officer of ORBCOMM
since February 1998. Mr. Webster also has been the President of OCC since 1997
and was Senior Vice President of Orbital during 1997. He is a co-founder of
Orbital, and served in various consulting capacities with Orbital from 1993 to
1996. He served as President of Orbital's Space Data Division from 1990 to 1993
and was Executive Vice President of that organization from 1989 to 1990. Mr.
Webster served as Orbital's Vice President and Senior Vice President of
Marketing and Business Development from Orbital's inception in 1982 until 1989.
Previously, he held technical and management positions at Advanced Technology
Laboratories and Litton Industries. Mr. Webster is currently a director of
Orbital.

Alan L. Parker has been President, Global Development of ORBCOMM since
February 1998 and was the President from June 1993 to February 1998 and Chief
Executive Officer from February 1996 to February 1998. Mr. Parker is also
Executive Vice President of OCC and was the President of OCC from its inception
in 1990 until 1997. As a consultant to Orbital during 1989, Mr. Parker developed
the ORBCOMM strategy and business plan. Mr. Parker was a member of the United
States delegation to WARC-92, the WRC held in 1993 and WRC-95. Mr. Parker's
experience includes 25 years with Ford Aerospace Corporation (now part of
Lockheed Martin Aerospace) and Ford Motor Company. Mr. Parker served as Chairman
and Chief Executive Officer of Ford Aerospace Satellite Services Corporation
from 1982 to 1986 and was Vice President of Marketing and Business Planning of
Ford Aerospace from 1976 to 1986. Prior to 1976, Mr. Parker held several
marketing and product planning positions at Ford, including Car Product
Development, Ford of Europe and Corporate Product Planning and Research.

Robert F. Latham has been President and Chief Operating Officer of ORBCOMM
since February 1998 and was Executive Vice President and Chief Operating Officer
from May 1997 to February 1998. From April 1997 to May 1997, Mr. Latham was an
independent consultant to ORBCOMM. From February 1996 to February 1997, Mr.
Latham was Managing Director, Telecom for Bell Canada International Management
Ltd., UK ("BCIM"). From April 1996 until November 1996, Mr. Latham was secunded
to Mercury Communications, Limited in London, England as the Managing Director,
Commercial Services. Prior to joining BCIM, Mr. Latham spent 28 years with Bell
Canada, most recently as Group Vice President ("GVP"), Gateways and Public
Telephony. From July 1992 to February 1995, Mr. Latham held the positions of
GVP, Business Sales and Services and GVP, Signature Service, with responsibility
for Bell Canada's business accounts. From 1986 to 1991, Mr. Latham led the
development of Bell Cellular as President and Chief Executive Officer. Prior to
1986, Mr. Latham held a variety of positions with Bell Canada, including in the
areas of Business Development, Customer Services, Regulatory Matters, Cost and
Performance and Forecasting and Planning.

W. Bartlett Snell has been Senior Vice President Finance and
Administration, Chief Financial Officer and Treasurer of ORBCOMM since February
1996. From 1993 to 1996, Mr. Snell was President and Chief Executive Officer of
PowerSource Solutions, Inc., a company specializing in assisting organizations
undertaking strategic corporate change. From 1992 to 1993, Mr. Snell was Senior
Vice President and General Manager of People Karch International, an
international provider of work-site health promotion services, health and
fitness software and corporate child care programs. Prior to 1992, Mr. Snell
worked for IBM Corporation for approximately 16 years. Mr. Snell is a member of
both the Northern Virginia Business RoundTable and the Northern Virginia
Technology Council.

Andre Halley has been Senior Vice President, International Market
Development and General Manager of ORBCOMM since April 1998. From April 1996 to
April 1998, Mr. Halley was employed by both Teleglobe Canada Inc. ("Teleglobe
Canada") and Teleglobe GmbH and was secunded to ORBCOMM International to provide
it with management consulting services for international market development
projects as Managing Director. From 1994 to 1996, Mr. Halley was Vice President,
Europe, Middle East and Africa for Teleglobe Canada. From 1992 to 1994, Mr.
Halley was President of Optinet Communications, a value-added carrier involved
in the design, engineering and operation of multimedia networks and from 1990 to
1992, he was President of Cellular Canada, a national supplier of cellular
equipment and related services. From 1986 to 1989, Mr. Halley was Vice
President, Operations, Eastern Region for Bell Cellular, where he was
responsible for, among other things, the expansion of Bell Cellular's client
base and deployment of its system infrastructure. From 1988 to 1989, he was also
President of Cellnet Canada, a Canadian association of
71
<PAGE> 77

cellular operators. Prior to 1987, Mr. Halley held various positions with Bell
Canada, including Division Sales Manager, National Accounts, Sales and Marketing
and Account Representative.

Abdul H. Rana has been Senior Vice President Engineering and Product
Management of ORBCOMM since April 1998 and was Senior Vice President Product
Management and Development of ORBCOMM from December 1997 to April 1998. From
January 1997 to December 1997, Dr. Rana was Vice President of Engineering and
Technology Services for GE LogistiCom, where he provided technical leadership
for development and launch of a satellite communications product for asset
management. From 1984 to 1996, Dr. Rana held several positions at GTE in the
areas of product development and program management, where, among other
achievements, he managed the launch of several successful commercial data and
video products, was three times the recipient of the GTE Leslie Warner Award,
GTE's highest technical honor, and twice the recipient of President's Awards for
personal technical and professional achievements. Prior to 1984, Dr. Rana held
technical and management positions at COMSAT Labs and ENSCO Incorporated in the
areas of satellite communications and signal processing. Dr. Rana received his
Ph.D. in engineering in 1977 and has 20 years of engineering and product
development experience in telecommunications, satellite and cellular
communications and wireless data networks. Dr. Rana has published over 30
articles in professional journals and currently is a member of the Institute of
Electrical and Electronics Engineers Inc.

Brian L. Williams has been Senior Vice President Marketing, Strategy and
Communications of ORBCOMM since December 1997. Between May 1997 and December
1997, Mr. Williams was Senior Vice President, Marketing and Product Development
at ORBCOMM, and from January 1997 to May 1997, Mr. Williams was Vice President,
Marketing, Strategy and Communications at ORBCOMM. From March 1995 to January
1997, Mr. Williams was Senior Vice President of Marketing and Business
Development for Optex Communications Corporation, a development stage company
creating high-speed, high-capacity data storage and imaging technologies. From
December 1992 to March 1995, he was a director with Bell Atlantic Video Services
Company, where he was instrumental in the formation of Bell Atlantic's
multimedia strategy and many of Bell Atlantic's strategic partner alliances.
From 1986 to 1992, Mr. Williams held several marketing and product development
positions at NEC Technologies, Inc., including the position of Assistant Vice
President of Marketing. Mr. Williams has served on the Board of Directors for
the Electronic Industries Association-Consumer Electronics Group.

Mary Ellen Seravalli has been Senior Vice President, General Counsel and
Secretary of ORBCOMM since January 1997 and was Vice President and General
Counsel from January 1996 to December 1996. From 1991 to 1995, Ms. Seravalli was
Assistant General Counsel of Orbital and from January 1995 to December 1995 she
was also a Vice President of Orbital. Prior to 1991, Ms. Seravalli was an
associate in the law firm of Jones, Day, Reavis & Pogue, where she worked on
mergers and acquisitions, with an emphasis on the telecommunications industry,
and where she gained significant experience representing both lenders and
borrowers in connection with the establishment of various types of credit
facilities.

Marc Leroux has been President and Chief Operating Officer of Teleglobe
World Mobility, a division of Teleglobe, since 1994. Since 1992, Mr. Leroux has
also served as Vice President, Technology of Teleglobe. Prior to 1992, Mr.
Leroux was Senior Manager, Services Development with Bell-Northern Research
Ltd., a telecommunications research and development company.

William J. Meder has been President of ORBCOMM Canada, a majority-owned
subsidiary of Teleglobe, since August 1994 and is also a part-owner of ORBCOMM
Canada. Mr. Meder has also been Vice President, Special Projects of ORBCOMM
since July 1997 and Vice Chairman of the ORBCOMM general partners committee
since February 1998. From 1993 to 1994, Mr. Meder was a business consultant and,
from 1990 to 1993, Chief Operating Officer of Henry Birks and Sons Ltd. From
1982 to 1989, Mr. Meder was the Chief Executive Officer of Comp-u-Card Canada,
Inc. and, from 1978 to 1982, he was Chief Executive Officer of Imperial
Manufacturing Inc. Prior to that, Mr. Meder spent 13 years with IBM in various
senior management positions. Mr. Meder was formerly a chairman of Syscor, an
information services company serving hospitals in the Montreal area, and
President of the Young Presidents Association.

Jeffrey V. Pirone has been Executive Vice President and Chief Financial
Officer of Orbital since January 1998. Prior to January 1998, Mr. Pirone held a
number of positions at Orbital, including Senior Vice

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<PAGE> 78

President and Chief Financial Officer and Vice President and Controller. Prior
to joining Orbital in 1991, Mr. Pirone was a Senior Manager at KPMG Peat Marwick
LLP.

Wan Aishah Wan Hamid has been a director of Teleglobe Mobile Investment
Inc. since October 1995. Ms. Wan Hamid joined Celcom in 1992 as Senior Manager
of Corporate Planning. In 1993, as a Senior Vice President, she was responsible
for Strategic Planning and Corporate Affairs before being promoted to Executive
Vice President in 1996. She is also a Director of TRI and Malaysian Helicopter
Services Berhad. Prior to joining Celcom, Ms. Wan Hamid was with Digital
Equipment Corporation in the telecommunications industries segment, and
Hutchison Paging Ltd as a Senior Manager in Corporate Planning.

David W. Thompson is a co-founder of Orbital and has been Chairman of the
Board, President and Chief Executive Officer of Orbital since 1982. Prior to
founding Orbital, Mr. Thompson was employed by Hughes Electronics Corporation as
special assistant to the President of its Missile Systems Group and by NASA at
the Marshall Space Flight Center as a project manager and engineer, and also
worked at the Charles Stark Draper Laboratory on the Space Shuttle's autopilot
design. Mr. Thompson also serves as Chairman of the Board and Chief Executive
Officer of Orbital Imaging Corporation and as Chairman of Magellan Corporation,
affiliates of Orbital.

COMPENSATION OF THE COMPANY'S DIRECTORS

Directors of the Company who are officers of the Company, ORBCOMM, OCC,
Teleglobe or an affiliate thereof are not paid any fees or additional
compensation for services as members of the Company Board or any committee
thereof. Directors who are not officers of the Company, ORBCOMM, OCC, Teleglobe
Mobile or an affiliate thereof will receive an annual retainer and a fee for
each meeting of the Company Board or any committee thereof attended. In
addition, all directors will be reimbursed any expenses incurred, where
appropriate.

COMMITTEES OF THE COMPANY'S BOARD OF DIRECTORS

Following consummation of the Offering, the Company Board will establish an
Audit Committee and a Compensation Committee. The Company intends to appoint to
such committees only persons who qualify as "independent" directors for purposes
of the rules and regulations of the Nasdaq National Market, or as "non-employee
directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The Audit Committee will select and engage, on
behalf of the Company, the independent public accountants to audit the Company's
annual financial statements, and will review and approve the planned scope of
the annual audit. The Compensation Committee will perform such functions as
provided under the Company's employee benefit plans.

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<PAGE> 79

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Currently, all executive officers of the Company are compensated by ORBCOMM
and receive no compensation by the Company. The following table sets forth a
summary of all compensation earned, awarded or paid in the fiscal years ended
December 31, 1997, 1996 and 1995, as applicable, to those persons who were at
December 31, 1997, the Chief Executive Officer and the four other most highly
compensated executive officers of ORBCOMM (collectively, the "Named Officers").

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------- ----------------
NUMBER OF
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS (1) COMPENSATION (2)
--------------------------- ---- -------- -------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Alan L. Parker...................... 1997 $210,000 $ 73,500 -- $ 14,404
President and Chief Executive 1996 200,000 60,000 -- 16,655
Officer(3) 1995 167,846 33,512 -- 7,905

Robert F. Latham.................... 1997(5) 108,692 157,800 70,000 32,250
Executive Vice President and 1996(6) -- -- -- --
Chief Operating Officer(4) 1995(6) -- -- -- --

W. Bartlett Snell................... 1997 160,000 53,965 -- 10,189
Senior Vice President Finance 1996 127,769 44,000 25,000 10,480
and Administrations Chief 1995(6) -- -- -- --
Financial Officer and Treasurer

Brian L. Williams................... 1997(7) 147,692 68,867 30,000 6,518
Senior Vice President Marketing, 1996(6) -- -- -- --
Strategy and Communications 1995(6) -- -- -- --

Mary Ellen Seravalli................ 1997 150,000 52,531 -- 7,645
Senior Vice President, General 1996 130,000 33,000 20,000 9,324
Counsel and Secretary 1995(6) -- -- -- --
</TABLE>

- ------------------------------
(1) Shares of common stock of OCC subject to options granted under the OCC Stock
Option Plan. On consummation of the Offering, all of such options are
expected to be exchanged for options to purchase Common Stock of the Company
pursuant to the Equity Plan. See "-- Equity Plan."
(2) The 1997 amounts include ORBCOMM matching and profit-sharing contributions
made under ORBCOMM's 401(k) plan and Group Term Life Insurance premiums paid
by ORBCOMM, respectively, in the following amounts: Alan L. Parker, $11,178
and $3,226; Robert F. Latham, $4,638 and $1,218; W. Bartlett Snell, $9,301
and $888; Brian L. Williams, $5,908 and $610; and Mary Ellen Seravalli,
$7,328 and $317. The 1997 amount for Robert F. Latham also reflects payments
by ORBCOMM of $10,385 in consulting fees prior to his employment by ORBCOMM,
$14,008 in moving expenses and $2,000 in legal fees paid by ORBCOMM. The
1996 and 1995 amounts equal, in each case, ORBCOMM matching and
profit-sharing contributions made under ORBCOMM's 401(k) plan.
(3) In February 1998, Mr. Parker ceased being President and Chief Executive
Officer of ORBCOMM and became President, Global Development of ORBCOMM.
(4) In February 1998, Mr. Latham became President and Chief Operating Officer of
ORBCOMM.
(5) Represents compensation beginning in May 1997 when Mr. Latham started his
employment at ORBCOMM.
(6) No compensation is reported where the individual person did not serve as an
executive officer of ORBCOMM during a given fiscal year.
(7) Represents compensation from the end of January 1997 when Mr. Williams
started his employment at ORBCOMM.

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<PAGE> 80

OCC OPTION GRANTS IN LAST FISCAL YEAR

Shown below is information on grants of stock options to the Named Officers
pursuant to the OCC Stock Option Plan during the fiscal year ended December 31,
1997, which options are reflected in the Summary Compensation Table.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL REALIZED VALUE
NUMBER OF AT ASSUMED RATES OF
SECURITIES % OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ----------- ------------ --------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Latham................. 55,000(2) 19.33% $26.50 5/15/07 $916,614 $2,322,800
15,000(3) 5.27 26.50 7/18/07 249,986 633,513
Brian L. Williams................ 30,000(2) 10.54 26.50 2/05/07 499,971 1,267,025
</TABLE>

- ------------------------------
(1) On consummation of the Offering holders of options to purchase OCC common
stock will be able to exchange such options for options to purchase Common
Stock of the Company pursuant to the Equity Plan and the number of
securities underlying the options and the exercise price will be adjusted on
such exchange. See "-- Equity Plan."
(2) These options vest as follows: one-fourth of such options vested on the date
of grant and one-fourth of such options vest on each of the first, second
and third anniversaries of the date of grant.
(3) These options vest as follows: one-fourth of such options vest on each of
the first four anniversaries of the date of grant.

AGGREGATED FISCAL YEAR-END OPTION VALUES

Shown below is information regarding outstanding stock options to purchase
shares of OCC held at the end of fiscal 1997 by the Named Officers. No stock
options were exercised during fiscal 1997.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
---- ------------------ ------------------
<S> <C> <C>
Alan L. Parker............................................ 76,875/625 $1,837,813/$8,438
Robert F. Latham.......................................... 13,750/56,250 --/--
W. Bartlett Snell......................................... 6,250/18,750 59,375/178,125
Brian L. Williams......................................... 7,500/22,500 --/--
Mary Ellen Seravalli...................................... 10,250/15,250 166,375/145,875
</TABLE>

- ---------------
(1) The values of unexercised in-the-money options held by the Named Officers at
fiscal year-end (exercisable/unexercisable), assuming the exchange of such
options for options to purchase Common Stock of the Company pursuant to the
Equity Plan, based on an assumed initial public offering price of $16.50 per
share of Common Stock (the mid-point of the estimated initial public
offering price range set forth on the cover page of this Prospectus) are as
follows: Alan L. Parker, $3,765,069/$24,106; Robert F. Latham,
$344,713/$1,410,188; W. Bartlett Snell, $216,063/$648,188; Brian L.
Williams, $188,025/$564,075; and Mary Ellen Seravalli, $423,343/$528,193. On
exchange, each option to purchase one share of OCC common stock will convert
into an option to purchase 3.125 shares of Common Stock pursuant to the
Equity Plan.

EMPLOYMENT AND OTHER COMPENSATION ARRANGEMENTS

Scott L. Webster was appointed Chairman and Chief Executive Officer of
ORBCOMM in February 1998. In January 1998, Mr. Webster was granted options to
purchase 100,000 shares of Common Stock of OCC at an exercise price of $26.50
per share, with one-third of such options vested on the date of grant, and
one-third of such options to vest on each of the first and second anniversaries
of the date of grant. In July 1997, Mr. Webster was granted options to purchase
30,000 shares of Common Stock of OCC at an exercise price of $26.50 per share,
with one quarter of such options to vest on each of the first four anniversaries
of the date of grant. In addition, in 1992 Mr. Webster was granted options to
purchase 7,500 shares of Common Stock of OCC at exercise prices ranging from
$1.50 to $4.00.

On May 15, 1997, ORBCOMM and Robert F. Latham entered into an employment
agreement that sets forth the terms and conditions of Mr. Latham's employment
with ORBCOMM. The employment agreement

75
<PAGE> 81

is for a term of three years commencing on May 15, 1997, and is automatically
extended from year to year thereafter unless terminated either by ORBCOMM or Mr.
Latham. Pursuant to the terms of the employment agreement, Mr. Latham received a
$75,000 signing bonus and is entitled to a base salary of $180,000 per year. In
addition to the signing bonus and base salary, under the employment agreement
Mr. Latham is eligible to receive from ORBCOMM, among other things, an annual
bonus of up to 50% of his base salary, relocation expenses of up to $50,000 and
a loan of up to $50,000. Mr. Latham was also awarded options to purchase 55,000
shares of OCC common stock at a price of $26.50 per share. The options vest, pro
rata, over a period of four years with one-fourth vested on the date of the
grant, and are generally governed by the terms of the OCC Stock Option Plan. In
the event of a termination of Mr. Latham's employment, either: (i) by the
Company without cause (as defined in the agreement); or (ii) by Mr. Latham
within three months following a change of control (as defined in the agreement),
Mr. Latham will be entitled to receive from ORBCOMM: (x) a lump sum severance
payment of twelve months annual base salary (in the case of a termination
without cause) or a lump sum severance payment of the remaining balance of Mr.
Latham's base salary through the end of the term of the agreement plus 50% of
Mr. Latham's then current annual base salary (in the case of a change in
control); (y) accelerated vesting of OCC stock options; and (z) relocation
expenses of up to $50,000. Pursuant to the terms of the employment agreement,
Mr. Latham has an obligation not to solicit any employees of ORBCOMM for a
period of one year following termination of his employment with ORBCOMM.

EQUITY PLAN

Prior to consummation of the Offering, the Company intends to adopt The
1998 Equity Plan of ORBCOMM Corporation and ORBCOMM Global, L.P. (the "Equity
Plan"). The Equity Plan is intended to assist the Company and ORBCOMM and each
of their affiliates in attracting and retaining key employees (including the
Named Officers), directors and independent consultants of outstanding ability
and to promote the identification of their interests with those of the
stockholders of the Company. The Equity Plan permits the grant of non-qualified
stock options and incentive stock options ("ISOs") (to Company employees only)
to purchase shares of Common Stock of the Company covering 7,600,000 authorized
but unissued or reacquired shares of Common Stock of the Company, subject to
adjustment to reflect events such as stock dividends, stock splits,
recapitalizations, mergers or reorganizations of or by the Company. In addition,
on consummation of the Offering, current and former employees of ORBCOMM,
Orbital and other affiliates of the Company will be granted non-qualified stock
options (the "Exchange Options") in exchange for the cancellation of outstanding
options to purchase shares of OCC common stock, which were granted pursuant to
the OCC Stock Option Plan.

The Equity Plan will be administered by the Compensation Committee of the
Company Board (the "Compensation Committee") and options granted under the
Equity Plan will be eligible to satisfy the requirements of Rule 16b-3 under the
Exchange Act and Section 162(m) ("Section 162(m)") of the Internal Revenue Code
of 1986, as amended (the "Code"). Subject to the terms and conditions of the
Equity Plan, the Compensation Committee has the authority to select the persons
to whom grants are to be made, to designate the number of shares of Common Stock
of the Company to be covered by such grants, to determine the exercise price of
options, to establish the period of exercisability of options, and to make all
other determinations and to take all other actions necessary or advisable for
the administration of the Equity Plan. The Compensation Committee may, in its
discretion, provide by the terms of an option that such option will expire at
specified times following, or become exercisable in full upon, the occurrence of
certain specified events including a merger, consolidation or dissolution of the
Company or a sale of substantially all of the Company's assets.

The Compensation Committee also retains the discretion to determine that
outstanding options under the Equity Plan will expire on certain specified
"extraordinary corporate events," but in such event the Compensation Committee
may also give optionees the right to exercise their outstanding options in full
during some period prior to such event, even though the rights have not yet
otherwise become fully exercisable.

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<PAGE> 82

The Equity Plan may be amended by the Compensation Committee, subject to
stockholder approval if such approval is then required by applicable law or for
options granted under the Equity Plan to continue to satisfy the requirements of
Rule 16b-3 under the Exchange Act or Section 162(m) of the Code.

The Equity Plan permits the payment of the option exercise price to be made
in cash (which, with the consent of the Compensation Committee, may include
(except with respect to incentive stock options) an assignment of the right to
receive the cash proceeds from the sale of Common Stock of the Company subject
to the option pursuant to a "cashless exercise" procedure) or, with the consent
of the Compensation Committee, by delivery of shares of Common Stock of the
Company valued at their fair market value on the date of exercise or by delivery
of other property, or by a recourse promissory note payable to the Company, or
by a combination of the foregoing.

Options granted under the Equity Plan are not transferable otherwise than
by will, by the laws of descent and distribution or pursuant to a qualified
domestic relations order (as defined in the Code), and may be exercised during
the optionee's lifetime only by the optionee or, in the event of the optionee's
legal disability, by the optionee's legal representative.

All options issued and outstanding under the OCC Stock Option Plan are
expected, on consummation of the Offering, to be converted into options to
purchase shares of Common Stock reserved for issuance under the Equity Plan. The
conversion does not establish a new measurement date for the options. The number
of stock options and related exercise prices on a converted basis will be based
on the initial public offering price of the Common Stock. The conversion and the
Offering do not change or otherwise alter the underlying economics encompassed
by the OCC stock options. Accordingly, since the measurement date does not
change, the Company will not record any compensation expense related to the
conversion. At May 31, 1998, assuming such conversion, options to purchase
3,320,797 shares of Common Stock would have been outstanding, of which options
to purchase 1,629,641 shares of Common Stock would have been exercisable at
prices ranging from $0.48 per share to $12.72 per share, with a weighted average
exercise price of $6.60 per share. After such conversion, the Company will
account for the Equity Plan pursuant to the provisions of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. ORBCOMM's employees will be treated as Company employees for
purposes of applying the provisions of APB 25. The Company will also provide pro
forma net income and earnings per share disclosures for employee stock option
grants using a fair-value-based method as required by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation."

General Federal Income Tax Consequences. The federal income tax
consequences, in general, of the grant and exercise of Options under the Equity
Plan are as follows:

--Incentive Stock Option. In general, a recipient will not recognize
taxable income upon the grant or exercise of an ISO, and the Company will not be
entitled to any business expense deduction with respect to the grant or exercise
of an ISO. (However, upon the exercise of an ISO, the excess of the fair market
value on the date of exercise of the shares received over the exercise price of
the option will be treated as an adjustment to alternative minimum taxable
income.) In order for the exercise of an ISO to qualify as an ISO, a recipient
generally must be an employee of the Company or a subsidiary (within the meaning
of Section 422 of the Code) from the date the ISO is granted through the date
three months before the date of exercise (one year preceding the date of
exercise in the case of a recipient whose employment is terminated due to
disability). The employment requirement does not apply where a recipient's
employment is terminated due to his or her death.

If a recipient has held the shares acquired upon exercise of an ISO for at
least two years after the date of grant and for at least one year after the date
of exercise, when the recipient disposes of the shares, the difference, if any,
between the sales price of the shares and the exercise price of the option will
be treated as long-term capital gain or loss subject to reduced rates of tax,
provided that any gain will be subject to further reduced rates of tax if shares
are held for more than eighteen months after the date of exercise. If a
recipient disposes of the shares prior to satisfying these holding period
requirements (a "Disqualifying Disposition"), the recipient will recognize
ordinary income (treated as compensation) at the time of the Disqualifying
Disposition, generally in an amount equal to the excess of the fair market value
of the shares at the time the
77
<PAGE> 83

option was exercised over the exercise price of the option. The balance of the
gain realized, if any, will be short-term or long-term capital gain, depending
upon whether the shares have been held for at least twelve months after the date
of exercise, with the lowest capital gain rates available if shares are held for
more than eighteen months after the date of exercise. If the optionee sells the
shares in a Disqualifying Disposition at a price below the fair market value of
the shares at the time the option was exercised, the amount of ordinary income
(treated as compensation) will be limited to the amount realized on the sale
over the exercise price of the option. In general, if the Company and its
subsidiaries comply with applicable income reporting requirements, the Company
and its subsidiaries will be allowed a business expense deduction to the extent
a recipient recognizes ordinary income.

--Nonqualified Stock Option. In general, a recipient who receives a
nonqualified stock option will recognize no income at the time of the grant of
the option. Upon exercise of a nonqualified stock option, a recipient will
recognize ordinary income (treated as compensation) in an amount equal to the
excess of the fair market value of the shares on the date of exercise over the
exercise price of the option. The basis in shares acquired upon exercise of a
nonqualified stock option will equal the fair market value of such shares at the
time of exercise, and the holding period of the shares (for capital gain
purposes) will begin on the date of exercise. In general, if the Company,
ORBCOMM and/or their subsidiaries comply with applicable income reporting
requirements, they will be entitled to a business expense deduction in the same
amount and at the same time as the recipient recognizes ordinary income. In the
event of a sale of the shares received upon the exercise of a nonqualified stock
option, any appreciation or depreciation after the exercise date generally will
be taxed as capital gain or loss, provided that any gain will be subject to
reduced rates of tax if the shares were held for more than twelve months and
will be subject to further reduced rates if the shares were held for more than
eighteen months.

The foregoing discussion assumes that at the time of exercise, the sale of
the shares of a profit would not subject a recipient to liability under Section
16(b) of the Exchange Act. Special rules may apply with respect to persons who
may be subject to Section 16(b) of the Exchange Act.

Generally, if a recipient delivers previously owned shares to pay the
exercise price, no gain or loss will be recognized in respect of the shares
delivered, and there will be a carryover basis and holding period for a like
number of shares acquired. If the option being exercised is an ISO and the
shares delivered were acquired upon exercise of an ISO and are delivered prior
to satisfaction of the ISO holding period requirements described above, the
delivery of shares will constitute a Disqualifying Disposition as to which the
rules described above will apply. If the option being exercised is a
nonqualified stock option, ordinary income (treated as compensation) will be
recognized only on the additional shares acquired and will be equal to the fair
market value of the shares on the date of exercise less any addition cash paid.
Special rules apply in computing the amount and character of an optionee's
income (or loss) upon the subsequent sale of shares acquired upon the exercise
of an ISO where the exercise price is paid by the delivery of previously owned
shares.

-- Excise Taxes. Under certain circumstances, the accelerated vesting or
exercise of options in connection with a change in control might be deemed an
"excess parachute payment" for purposes of the golden parachute tax provisions
of Section 280G of the Code. To the extent it is so considered, a recipient may
be subject to a 20% excise tax and the Company may be denied a tax deduction.

Section 162(m) Limitation. In general, under Section 162(m), income tax
deductions of publicly held corporations may be limited to the extent total
compensation (including base salary, annual bonus, stock option exercises and
non-qualified benefits paid) for certain executive officers exceeds $1 million
(less the amount of any "excess parachute payments" as defined in Section 280G
of the Code) in any one year. However, under Section 162(m), the deduction limit
does not apply to certain "performance-based compensation" established by an
independent compensation committee that is adequately disclosed to, and approved
by, stockholders. Under a Section 162(m) transition rule for compensation plans
of corporations that are privately held and that become publicly held in an
initial public offering, the Equity Plan will not be subject to Section 162(m)
until the "Transition Date" which is defined as the earliest of: (i) the
material modification of the plan; (ii) the issuance of all Common Stock and
other compensation that has been

78
<PAGE> 84

allocated under the plan; or (iii) the first meeting of stockholders at which
directors are to be elected that occurs after December 31, 2001. The Company has
attempted to structure the Equity Plan in such a manner that, after the
Transition Date, subject to obtaining stockholder approval for the Equity Plan,
the remuneration attributable to stock options that meet the other requirements
of Section 162(m) will not be subject to the $1 million limitation. The Company
has not, however, requested a ruling from the Internal Revenue Service or an
opinion of counsel regarding this issue.

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<PAGE> 85

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

THE COMPANY

As of the date of this Prospectus, 100 shares of Common Stock of the
Company were outstanding, all of which are owned beneficially and of record by
ORBCOMM. These shares will be redeemed at their original cost by the Company on
consummation of the Offering. The following table sets forth certain information
regarding the beneficial ownership of the Common Stock after the Offering: (i)
by each person known by ORBCOMM to beneficially own more than five percent of
the Common Stock; (ii) by each Named Officer and each Member of the ORBCOMM
Committee; and (iii) by all of ORBCOMM's executive officers and Members as a
group. Neither OCC nor Teleglobe Mobile has made a commitment to purchase any
shares of Common Stock in the Offering. However, depending on market conditions,
OCC or Teleglobe Mobile may consider purchasing some portion of shares of Common
Stock to facilitate the Offering.

<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY
OWNED AFTER THE OFFERING (2)(3)
-------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT
---------------------------------------- ------- -------
<S> <C> <C>
NAMED OFFICERS
Alan L. Parker.............................................. 242,223 *
Robert F. Latham............................................ 97,670 *
W. Bartlett Snell........................................... 39,068 *
Brian L. Williams........................................... 46,882 *
Mary Ellen Seravalli........................................ 48,445 *
MEMBERS
Scott L. Webster............................................ 151,066 *
Wan Aishah Wan Hamid (4).................................... -- *
William J. Meder (4)........................................ 23,441 *
Marc Leroux (4)............................................. -- *
David W. Thompson (5)....................................... 56,258 *
Jeffrey V. Pirone (5)....................................... 17,190 *
All Members and Executive Officers as a Group............... 722,243 1.8%
</TABLE>

ORBCOMM

The following table sets forth certain information regarding the beneficial
ownership of partnership interests of ORBCOMM as of March 31, 1998 prior to the
Offering and beneficial ownership of Partnership Units after the Offering.

<TABLE>
<CAPTION>
PARTNERSHIP UNITS AFTER
PARTNERSHIP INTEREST THE OFFERING
PRIOR TO THE ------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OFFERING% NUMBER PERCENT
---------------------------------------- -------------------- ------------ ---------
<S> <C> <C> <C>
Orbital Communications Corporation (5)(6)................ 50% 16,400,655 42.3%
Telegloble Mobile Partners (4)(7)........................ 50 16,400,655 42.3
ORBCOMM Corporation...................................... -- 6,000,000 15.4
</TABLE>

- ------------------------------
* Less than one percent.
(1) Unless otherwise indicated, the address of each of the beneficial owners
identified is c/o ORBCOMM, 2455 Horse Pen Road, Suite 100, Herndon, Virginia
20171.

(2) Based on 38,801,310 shares of Common Stock outstanding immediately after the
Offering, including the Common Stock issuable on conversion of the
Partnership Units pursuant to the Unit Exchange Agreement. Beneficial
ownership is determined in accordance with the rules of the Commission and
includes voting and investment power with respect to the Common Stock.
Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of the date of this Prospectus are deemed
outstanding for computing the percentage ownership of the person holding
such options, but are not deemed outstanding for computing the percentage of
any other person, except that all shares of Common Stock issuable on
conversion of the Partnership Units pursuant to the Unit Exchange Agreement
are deemed outstanding for purposes of the calculation.

(3) Common Stock ownership represents options to purchase common stock of OCC
granted pursuant to the OCC Stock Option Plan, that are expected to be
converted on consummation of the Offering into options to purchase Common
Stock.
(4) The address of such beneficial owner is c/o Teleglobe Inc., 1000, rue de la
Gauchetiere ouest, Montreal, Quebec H3B 4X5.
(5) The address of such beneficial owner is c/o Orbital Sciences Corporation,
21700 Atlantic Boulevard, Dulles, VA 20166.
(6) OCC is a majority owned subsidiary of Orbital. As a result, the partnership
interest and Partnership Units beneficially owned by OCC are deemed to be
beneficially owned by Orbital.
(7) Teleglobe Mobile is owned indirectly 70% by Teleglobe and 30% by TRI, each
of which is a general partner of Teleglobe Mobile. As a result of
Teleglobe's indirect 70% general partnership interest in Teleglobe Mobile,
the partnership interest and Partnership Units beneficially owned by
Teleglobe Mobile are deemed to be beneficially owned by Teleglobe.

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<PAGE> 86

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain of ORBCOMM, the Company, OCC, Teleglobe Mobile and Orbital have
entered into a series of agreements or arrangements for the development,
construction, operation and marketing of the ORBCOMM system. The following
paragraphs are a summary of the material provisions of certain of these
agreements and are qualified in their entirety by reference to the actual
agreements, which are filed as exhibits to or incorporated by reference in the
registration statement (the "Registration Statement") filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), of which
this Prospectus is a part.

MASTER AGREEMENT

As of June 30, 1993, Orbital, OCC, Teleglobe and Teleglobe Mobile entered
into the Master Agreement that sets forth the principles upon which the parties
have agreed to develop, construct and operate the ORBCOMM system. The Master
Agreement subsequently has been amended and restated and on consummation of the
Offering will provide the following:

Covenants Relating to OCC. Orbital and OCC have agreed: (i) to preserve
OCC's corporate existence; (ii) to use all commercially reasonable efforts to
obtain and maintain all material U.S. operating licenses and permits necessary
for the construction, operation and marketing of the ORBCOMM system; (iii) to
ensure that so long as OCC holds any FCC licenses, OCC will (a) remain a
subsidiary of Orbital, other than as a result of options exercised under the OCC
Stock Option Plan; (b) carry on no business other than the construction,
operation and marketing of the ORBCOMM system or businesses that are in
furtherance of, or in connection with, the expansion of the ORBCOMM system; (c)
remain the sole holder of all FCC licenses required for the construction, launch
and operation of the ORBCOMM system (other than FCC licenses for individual user
transceivers and FCC licenses held by ORBCOMM); (iv) subject to certain
exceptions, that OCC will not grant, create, assume, incur or suffer to exist
any lien affecting OCC or any of its property, rights, revenues or assets and
that in no circumstances will OCC grant, create, assume, incur or suffer to
exist any lien on any FCC licenses held by OCC; (v) subject to certain
exceptions, that Orbital will not dispose of any debt interest in OCC and that
OCC will not sell, transfer, convey, lease or otherwise dispose of any assets;
(vi) that OCC will not consolidate, merge or amalgamate with any other person;
(vii) subject to certain exceptions, that Orbital and OCC will not create, amend
or repeal any by-laws or modify the OCC certificate of incorporation; (viii)
subject to certain exceptions, that OCC will not make any loans or give any
financial guarantees for the obligations of any other party; and (ix) that
Orbital and OCC will not make any assignment for the benefit of creditors or
subject OCC to any proceedings under any bankruptcy or insolvency law or take
steps to wind up or terminate OCC's corporate existence or engage in any
financial restructuring.

Covenant Relating to Teleglobe Mobile. Teleglobe and Teleglobe Mobile have
agreed to preserve Teleglobe Mobile's corporate existence.

Change of Control. In the event of a Change of Control (as defined in the
Master Agreement) of Orbital or Teleglobe (the "Change of Control Party"),
Teleglobe Mobile or OCC, as the case may be (the "Non-Change of Control Party"),
has the option for a period of 180 days from such Change of Control (the "Option
Period") to require the Change of Control Party to purchase the Non-Change of
Control Party's interest in ORBCOMM at an aggregate price equal to the greater
of (i) the Non-Change of Control Party's aggregate Unrecouped Capital
Preferences (as defined in the Master Agreement) in such partnerships and (ii)
the Non-Change of Control Party's direct and indirect Participation Percentage
(as defined in the Master Agreement) in each such partnership multiplied by the
fair market value (as defined in the Master Agreement) of each such partnership.
Subject to the receipt of all necessary government approvals, upon a Change of
Control of Orbital, Orbital agrees to cause OCC to transfer to ORBCOMM all FCC
licenses then held by OCC relating to the construction, launch or operation of
the ORBCOMM system.

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ORBCOMM SYSTEM CONSTRUCTION AND OPERATIONS AGREEMENT

On consummation of the Offering, OCC and ORBCOMM will enter into the
ORBCOMM System Construction and Operations Agreement (the "System Construction
Agreement"), which will provide for the following:

OCC has agreed to grant to ORBCOMM the right: (i) to market, sell, lease
and franchise all ORBCOMM system output capacity worldwide and to use the System
Assets (as defined in the Master Agreement) located in the United States; and
(ii) to use, and to authorize third parties to use, in the course of ORBCOMM's
business, all service marks, trademarks and trade names of OCC relating to the
ORBCOMM system for advertising, promotional or sales literature. Pursuant to the
System Construction Agreement, ORBCOMM is granted the right to manage and
operate the ORBCOMM system on behalf of OCC and will provide to OCC management
and operational services including tracking, telemetry and control services.
Notwithstanding any provision in the System Construction Agreement to the
contrary, OCC, as holder of the FCC licenses relating to the ORBCOMM system,
retains full authority to control the ORBCOMM system.

In consideration of the grant to ORBCOMM of the right to market, sell,
lease and franchise the ORBCOMM system output capacity worldwide and to use the
System Assets located in the United States, ORBCOMM has agreed to: (i) develop,
construct, launch and operate the satellites comprising the ORBCOMM system; (ii)
develop, construct and operate the other assets located in the United States
that constitute the ORBCOMM system; and (iii) pay to OCC $100,000 in calendar
year 1998, and, for the periods following December 31, 1998, to pay such fee as
is mutually agreeable to OCC and ORBCOMM.

ORBCOMM has agreed to indemnify and hold harmless OCC from and against any
claim with respect to an infringement or other violation of any copyright,
trademark or patent or other validly registered enforceable intellectual
property right of any third party for any items constructed by ORBCOMM pursuant
to the authority granted in the System Construction Agreement, but only to the
same extent as the indemnification received by ORBCOMM from Orbital, if any,
pursuant to the Procurement Agreement.

OCC CONSULTING AGREEMENT

On consummation of the Offering, OCC and ORBCOMM will enter into the OCC
Consulting Agreement, which will provide for the following:

ORBCOMM will agree to furnish to OCC regulatory, technical, legal and
administrative support before the FCC and other appropriate regulatory bodies.
Such support includes but is not limited to: (i) assisting in the coordination
of any and all interference matters in connection with the grant of OCC's second
round Little LEO licensing application with other Little LEO system licensees;
(ii) assisting in the prosecution of a proposed modification request by OCC for
(a) the launch of three planes of eight satellites each to 45 degrees, with a
120 degree relative right ascension; and (b) the launch of one plane of eight
satellites in an equatorial orbit; and (iii) assisting generally in the defense
of claims against any regulatory authority granted to OCC and in the opposition
of any application by a competing system using frequencies below 1 GHz, which
may include participation in discussions and negotiations with other existing or
proposed Little LEO licensees, reviewing filings with the FCC and providing
technical analysis of other Little LEO or other systems. In consideration for
these services, OCC has agreed to pay ORBCOMM $80,000 in calendar year 1998,
and, for the periods following December 31, 1998, such fee as is mutually
agreeable to OCC and ORBCOMM.

PROCUREMENT AGREEMENT

As of September 12, 1995, ORBCOMM and Orbital entered into the Procurement
Agreement pursuant to which Orbital has undertaken the overall design,
development, construction, integration, test and operation of the ORBCOMM
system. The Procurement Agreement was the result of arm's-length negotiations
between Orbital and Teleglobe Mobile that took place prior to Teleglobe Mobile's
decision to exercise an option to invest an approximately $75 million in
additional equity in ORBCOMM. The Procurement Agreement has subsequently been
amended and currently provides for the following:

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<PAGE> 88

Under the Procurement Agreement, Orbital will develop, construct and
deliver and launch 34 ORBCOMM satellites (ten of which have been launched) and
complete the construction and design of the U.S. Ground Segment. Under the
Procurement Agreement Orbital will launch the satellites using four Pegasus
launch vehicles and the Taurus launch vehicle. To date, Orbital has successfully
launched eight satellites on a Pegasus launch vehicle and two satellites on a
Taurus launch vehicle. Orbital will also provide in-orbit check-out support for
up to 120 days after each of the satellite launches.

ORBCOMM has agreed to pay Orbital approximately $196.4 million for
satellite construction, launch services and other work specified in the
Procurement Agreement, not including certain incentive fees. This amount
includes $3.5 million that ORBCOMM recently agreed to pay for out-of-scope work
performed by Orbital under the Procurement Agreement. On execution of the
Procurement Agreement, ORBCOMM paid to Orbital approximately $17 million
representing reimbursement for certain costs incurred through the date thereof.
Under the Procurement Agreement, Orbital is entitled to invoice ORBCOMM monthly
for a maximum of 90% of certain costs incurred during each month. The remaining
ten percent of such costs incurred in any month may be invoiced only on
completion of certain specified project milestones referred to in the
Procurement Agreement as Category B Milestones.

The remaining balance of the fixed price contract amount is generally
allocated to Category A Milestones as defined in the Procurement Agreement. In
the event that Orbital fails to achieve any Category A Milestone on or before
the scheduled completion date, ORBCOMM is relieved of its obligation to pay the
applicable amounts specified for such Category A Milestone until such time as
Orbital achieves such Category A Milestone or obtains a waiver in writing from
ORBCOMM for such achievement; provided, however, that Orbital's failure to
timely complete any milestone shall not relieve ORBCOMM of its obligation to pay
for other achieved milestones.

Incentive Payments. In addition to the above prices for work and service,
Orbital is entitled to receive certain in-orbit performance incentive payments.
Payments are to be made on a per-plane basis with the incentive to be earned
monthly for each complete month that there are a specified minimum number of
working satellites in the plane. The minimum number of working satellites in a
plane is seven during the first 30 months of the in-orbit performance incentive
period and six during the second 30 months of the in-orbit performance period.

Optional Work. The Procurement Agreement provides for additional work and
services to be performed on an optional basis, including: (i) an option to
purchase on or prior to December 31, 1999 a replacement constellation of 32
satellites substantially similar to those of the current system (including
launch services using four Pegasus launch vehicles) in accordance with the
specifications contained in the Procurement Agreement at a cost of $166.1
million (subject to adjustment for inflation and excluding taxes, if any, and
the cost of launch and satellite insurance); and (ii) a one-time option to
request Orbital to provide a standard Taurus launch vehicle rather than a
Pegasus launch vehicle for any launch procured pursuant to the Procurement
Agreement, which option may be exercised by ORBCOMM on or prior to September 12,
1998 at a price to be negotiated, provided that the price will not exceed $21
million.

Regulatory Matters. On consummation of Offering, the terms of the
Procurement Agreement will be amended to provide that Orbital is required to use
all commercially reasonable efforts directly or through OCC: (i) to obtain and
maintain the required U.S. regulatory authority needed to construct, launch and
operate the satellites and operate the ORBCOMM system; (ii) to obtain and
maintain FCC regulatory authority for the operation of subscriber units for use
in connection with the ORBCOMM system; and (iii) to take reasonable actions in
any regulatory proceedings to defend any claims against any regulatory authority
granted to Orbital or OCC in connection with the ORBCOMM system or to oppose any
application by competing systems that use frequencies below 1 GHz; provided that
Orbital, directly or indirectly through OCC, may in its reasonable discretion
contract with third parties, including ORBCOMM, for the provision of such
consulting or other services as Orbital may deem necessary or desirable to
enable it to fulfill such obligations. ORBCOMM has agreed to pay or reimburse
Orbital or OCC for all out-of-pocket expenses and internal costs incurred in
connection with Orbital's or OCC's efforts.

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<PAGE> 89

Delivery; Title and Risk of Loss. Under the Procurement Agreement, with
respect to a satellite launch using the Pegasus launch vehicle, delivery of the
launch vehicle and satellites occurs on separation of the launch vehicle from
Orbital's L-1011 aircraft. With respect to a satellite launch using a Taurus
launch vehicle, delivery of the satellites occurs on intentional ignition of the
Taurus launch vehicle. At such time, title to and risk of loss or damage passes
to ORBCOMM and ORBCOMM's sole remedy for launch failure, defects, failures to
conform to applicable specifications or any other requirements is limited to:
(i) non-payment to Orbital of the specified milestone payment and any satellite
performance incentive payment; and (ii) termination of the Procurement
Agreement.

Limitation of Liability. Under no circumstances, regardless of fault,
shall Orbital be liable for any damage greater than $10 million excluding: (i)
any unpaid portion of Category A Milestone payments; and (ii) any unpaid portion
of the in-orbit performance incentive payment.

Stop Work. ORBCOMM may at any time by written order to Orbital require
Orbital to stop all or any part of the work called for by the Procurement
Agreement for a period of 60 days or for any further period to which the parties
may agree. Within a period of 60 days after a stop-work is delivered to Orbital,
or within any extension of that period to which the parties agree, ORBCOMM will
either cancel the stop-work order and make an equitable adjustment to the
Procurement Agreement for the delay or terminate the work as provided in the
Procurement Agreement or if Orbital otherwise agrees to terminate.

Intellectual Property. In general, all designs, inventions, processes,
technical data, drawings and/or confidential information related to the
satellites, launch vehicle launch services, the Network Control Center and U.S.
Gateway Earth Stations are the exclusive property of Orbital and its
subcontractors. All rights, title and interest in and to all underlying
intellectual property relating to the work to be performed pursuant to the
Procurement Agreement will remain exclusively in Orbital and 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 will not use or disclose such information or
property to any third party without the prior written consent of Orbital.

Termination. ORBCOMM may, by written notice of termination to Orbital,
terminate the Procurement Agreement upon the failure of Orbital: (i) to achieve
any of the Category A Milestones within 56 weeks after the scheduled completion
date set forth in the Milestone Payment Schedule (as defined in the Procurement
Agreement) provided that scheduled completion dates can be extended by any
excusable delays as a result of a force majeure event; or (ii) to comply in any
material respect with any of the provisions of the Procurement Agreement and to
correct such failure, within 60 days from the date of Orbital's receipt of
written notice thereof from ORBCOMM, setting forth in detail ORBCOMM's basis for
termination of the Procurement Agreement.

PROPRIETARY INFORMATION AGREEMENT

As of June 30, 1993 ORBCOMM, Orbital, OCC, Teleglobe and Teleglobe Mobile
entered into the Proprietary Information and Non-Competition Agreement to
protect any confidential and proprietary information that may be disclosed to
one another in connection with the development, construction, operation and
marketing of the ORBCOMM system and to set forth certain non-competition
provisions. This agreement will be amended on consummation of the Offering to
provide that to the extent that any of ORBCOMM, Orbital and Teleglobe receive
proprietary information they will not, during and for a period of five years
after the term of the agreement, use, disclose or otherwise disseminate such
proprietary information to any person or make any use of the proprietary
information for their own benefit or for the benefit of any other person. In
addition, on consummation of the Offering, the agreement will be amended to
delete the non-competition provisions which, as between the parties to the
Partnership Agreement, will be set forth in the Partnership Agreement.

Indemnification. Orbital and Teleglobe agree to indemnify and save
harmless one another and their respective affiliates and representatives (an
"indemnified party") from and against any claims, demands, actions, causes of
action, judgments, damages, losses, liabilities, costs or expenses that may be
made against

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<PAGE> 90

any of them as a result of, arising out of or relating to any violation,
contravention or breach of the Proprietary Information and Non-Competition
Agreement by a party who is not an indemnified party.

Termination. The Proprietary Information Agreement will terminate on the
earlier of OCC or Teleglobe Mobile ceasing to be both a General Partner and a
limited partner of ORBCOMM.

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

As of January 1, 1997, ORBCOMM and Orbital entered into the Amended and
Restated Administrative Services Agreement (the "Administrative Services
Agreement") that sets forth the terms on which Orbital has agreed to provide
office space and certain administrative and other services to ORBCOMM. The
Administrative Services Agreement currently provides for the following:

Under the terms of the Administrative Services Agreement, Orbital has
agreed to provide to ORBCOMM defined office space for a total price per month
that is based on ORBCOMM's occupied useable square footage as a percentage of
total useable square footage in any Orbital facility occupied by ORBCOMM, and is
equal to ORBCOMM's pro rata portion of all Orbital's monthly costs and expenses
relating to the applicable facility, including but not limited to rent, mortgage
(including interest), operating expenses, taxes, building maintenance,
utilities, janitorial services, landscaping, management fees and leasehold
improvement amortization for interior buildout. Orbital also has agreed to
provide ORBCOMM with certain use and occupancy services on a cost reimbursable
basis (as specified therein). The use and occupancy services to be provided by
Orbital include management information systems services, security and facilities
support, telephone switchboard and communication services, employee training
services and other support services. Finally, Orbital has agreed to provide
various administrative and executive management services to ORBCOMM on a cost
reimbursable basis (as specified therein). The administrative and executive
management services to be provided by Orbital include accounting support,
payroll processing, miscellaneous purchasing services, personnel services and
other administrative services.

Orbital also has agreed to provide to ORBCOMM certain insurance on a cost
reimbursable basis, including health insurance, property and casualty insurance,
workers compensation insurance, auto liability insurance, general liability
insurance, fiduciary liability insurance, employee dishonesty insurance, transit
insurance and aviation products insurance. Orbital shall be required to provide
such insurance to ORBCOMM until such time as ORBCOMM can commercially procure
its own insurance at a rate comparable to Orbital's, or until such time as the
partners of ORBCOMM determine that ORBCOMM should procure its own insurance.

ORBCOMM has agreed to indemnify Orbital, its directors, officers or
employees against any liability in connection with any actions arising out of
the performance of the services except to the extent that such liability arises
from Orbital's gross negligence or willful misconduct.

The Administrative Services Agreement continues in effect so long as any of
the categories of office space or administrative services are being provided by
Orbital, provided that ORBCOMM has the right to terminate any or all of the
administrative services being provided by Orbital on 90 days prior written
notice to Orbital, and provided further that ORBCOMM shall have the right to
terminate the provision by Orbital of any office space occupied by ORBCOMM only
upon the expiration of the lease relating to such office space.

COMPANY ADMINISTRATIVE SERVICES AGREEMENT

On consummation of the Offering, the Company and ORBCOMM will enter into an
administrative services agreement (the "Services Agreement") pursuant to which
ORBCOMM will furnish to the Company certain administrative services on a cost
reimbursable basis. The services to be provided by ORBCOMM shall include but not
be limited to tax, audit, legal, employee benefits, investor relations and
public affairs.

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ORBCOMM CANADA CONSULTING AGREEMENT

As of March 18, 1998, ORBCOMM and ORBCOMM Canada, a majority-owned
subsidiary of Teleglobe, entered into a Consulting Agreement, which currently
provides for the following:

ORBCOMM Canada has agreed to furnish to ORBCOMM certain business and
industry consultancy services including: (i) arranging meetings with senior
executives of Fortune 100 companies with the objective of developing business
relationships for ORBCOMM services; (ii) providing advice and counsel to ORBCOMM
marketing executives to build and extend ORBCOMM business partner relationships;
(iii) acting as the executive contact for certain application developers,
manufacturers and related vendors; (iv) providing advice and counsel to ORBCOMM
management as it develops and improves business processes, with a particular
focus on sales and pricing policies and practices; and (v) establishing
strategic relationships with key partners on a global basis.

In consideration for these consultancy services, ORBCOMM has agreed to pay
ORBCOMM Canada $1,000 per day, not to exceed $4,000 in any calendar week. Either
party may terminate the Consulting Agreement by giving ten days written notice
to the other party.

U.S. GATEWAY EARTH STATION MAINTENANCE SERVICE AGREEMENT

As of October 1, 1997, Orbital and ORBCOMM entered into the U.S. Gateway
Earth Station Maintenance Service Agreement, pursuant to which Orbital provides
to ORBCOMM pursuant to a detailed Statement of Work, among other things, routine
quarterly maintenance services, spare equipment, site representatives, repair
services, ORBCOMM satellite launch support services and other services for each
U.S. Gateway Earth Station. Specifically, Orbital has agreed to: (i) provide
routine quarterly maintenance services, including quarterly visits to each
Gateway Earth Station site by a qualified engineer or senior technician, as well
as certain testing and inspection services; (ii) manufacture, procure and
maintain spare equipment, including receiving, inspecting, testing and storing
such spare equipment; (iii) provide a local site representative and provide
maintenance of the grounds for each U.S. Gateway Earth Station site; (iv)
provide repair services; (v) develop drawings for certain shelters installed at
the U.S. Gateway Earth Station sites and conduct related surveys; and (vi)
provide satellite launch support consisting of the provision of one
knowledgeable person at each U.S. Gateway Earth Station site for the six day
period following each of the next two satellite launches scheduled after the
date of execution of the agreement. ORBCOMM has agreed to pay to Orbital
approximately $1.0 million on a firm fixed price basis (exclusive of certain
incidental expenses) for the services specified in the agreement, not including
repair service, which will be provided by Orbital on a time and materials basis.
The term of the agreement is one year, although ORBCOMM may terminate the
agreement in whole or in part at any time by providing written notice to
Orbital. ORBCOMM sites can be enhanced. ORBCOMM may terminate the agreement in
whole or in part, at any time by providing written notice to Orbital.

SERVICE LICENSE AGREEMENTS WITH ORBCOMM CANADA AND CELLULAR COMMUNICATIONS
NETWORK

On December 19, 1995 and October 10, 1996, ORBCOMM entered into Service
License Agreements with two International Licensees, ORBCOMM Canada, a
majority-owned subsidiary of Teleglobe, and Cellular Communications Network
(Malaysia) Sdn. Bhd., a wholly owned subsidiary of TRI, respectively. Each
agreement is for an initial ten year term and is renewable for up to an
additional ten years. Pursuant to each agreement, ORBCOMM has granted to each
International Licensee an exclusive license to market ORBCOMM services
throughout its territory and a nonexclusive license to market ORBCOMM services
in international waters.

Each agreement provides that each International Licensee will obtain the
necessary regulatory approvals, procure the necessary ground infrastructure and
use commercially reasonable efforts to advertise, promote and market the ORBCOMM
system throughout its territory. In addition, each International Licensee has
agreed to pay certain license fees according to the provisions of each
agreement. Finally, each International Licensee pays to ORBCOMM a monthly
satellite usage fee based on the greater of a percentage of gross operating
revenues and a data throughput fee.
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SUBSCRIBER UNIT MANUFACTURE AGREEMENT WITH MAGELLAN

As of July 31, 1996, and for a ten-year term, ORBCOMM entered into a
Subscriber Unit Manufacture Agreement with Magellan, a majority-owned subsidiary
of Orbital. Under the terms of the agreement, Magellan agrees to manufacture,
distribute and service subscriber units to be used with the ORBCOMM system
according to specifications and technical requirements established by ORBCOMM.
Under the terms of the agreement, ORBCOMM authorizes Magellan to use the
ORBCOMM-developed subscriber unit software in subscriber units Magellan offers
for sale to ORBCOMM or to any other buyer. ORBCOMM also authorizes Magellan to
manufacture and sell each subscriber unit that has been type approved by
ORBCOMM. Under the terms of the agreement, ORBCOMM does not remit any payments
to Magellan for the development, manufacture or delivery of any subscriber units
not specifically purchased by ORBCOMM. Moreover, the agreement provides that
Magellan will pay to ORBCOMM its standard per subscriber unit royalty for each
unit that Magellan sells. Under a letter agreement dated March 12, 1998 between
ORBCOMM and Magellan, ORBCOMM has agreed to pay Magellan a subsidy for each
Magellan subscriber unit sold through March 1999 up to an aggregate of $2.4
million.

ORBCOMM RESELLER AGREEMENT WITH ORBITAL

On March 3, 1997, ORBCOMM entered into a Reseller Agreement with Orbital.
The agreement has subsequently been amended and currently provides that, subject
to certain exclusions, ORBCOMM grants to Orbital the non-exclusive right to
market and resell ORBCOMM products and services for Intelligent Transportation
System monitoring, tracking and messaging applications to Federal, state and
local government and commercial accounts. The agreement provides that Orbital
will pay to ORBCOMM activation, access and usage fees that are generally
consistent with ORBCOMM's standard pricing.

The term of the agreement is for one year renewable automatically for
additional terms of one year each unless either party gives 60 days' written
notice to the other party.

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GOVERNANCE OF THE COMPANY AND RELATIONSHIP WITH ORBCOMM

The power and authority to conduct and manage the business of the Company
is vested in the Company Board. On consummation of the Offering, the Company
Board will be composed of eight members. The initial Company Board will be
selected by Orbital and Teleglobe and thereafter will be elected at the annual
meeting of stockholders. Generally, at least two members of the Company Board,
the Company Independent Directors, will be persons not employed by or affiliated
with ORBCOMM, OCC or Teleglobe Mobile. See "Management" and "Description of the
Capital Stock."

PARTICIPATION IN THE GOVERNANCE OF ORBCOMM

On consummation of the Offering, ORBCOMM will be managed by the General
Partners through the ORBCOMM Committee, which initially will consist of eight
Members. The ORBCOMM Committee will be responsible for managing the affairs of
ORBCOMM. The ORBCOMM Committee will have complete and exclusive discretion in
the management and control of the affairs and business of ORBCOMM and will
possess all powers necessary, convenient or appropriate to carrying out the
purposes and business of ORBCOMM. The day-to-day activities of ORBCOMM will be
managed by its officers, subject to the supervision of the ORBCOMM Committee.
See "Description of the Partnership Agreement."

EXCHANGE RIGHTS OF ORBCOMM PARTNERS

Pursuant to a Unit Exchange Agreement, the Company has agreed with
ORBCOMM's current Partners to permit holders of the Partnership Units of ORBCOMM
to exchange those interests for shares of Common Stock at a ratio of one share
of Common Stock for each Partnership Unit (subject to anti-dilution adjustments
in the event of certain capital changes and issuances of Partnership Units under
certain circumstances) subject to certain limitations based on the attainment of
certain milestones. If a holder of Partnership Units (a "Unit Holder") desires
to effect an exchange of all or a portion of its Partnership Units it must
provide written notice to the Company and ORBCOMM. To exercise its rights under
the Unit Exchange Agreement, a Unit Holder and its affiliates must be in full
compliance with the Partnership Agreement. ORBCOMM and the Company have the
right to defer exchanges under the Unit Exchange Agreement if doing so is in the
best interests of ORBCOMM or the Company in light of possible or pending
financing or other transactions.

Generally, the Company will be required to effect, or take any action to
effect, any exchange of Partnership Units for Common Stock only to the extent
that the sum of the number of Partnership Units requested to be exchanged
pursuant to the Unit Exchange Agreement (the "Exchange Units") does not exceed:
(i) following the first fiscal quarter in which ORBCOMM has achieved positive
earnings before interest, taxes, depreciation and amortization ("EBITDA"), 25%
of the outstanding Partnership Units; (ii) following the date on which ORBCOMM
has launched a total of 28 satellites, 25% of the outstanding Partnership Units;
and (iii) following the earlier of (A) the date on which ORBCOMM has launched a
total of 36 satellites provided that ORBCOMM has achieved at least one full
quarter of positive EBITDA and (B) December 31, 2000, 100% of the outstanding
Partnership Units. In addition, a holder of Partnership Units may at any time
request the exchange of all or a portion of its Partnership Units prior to the
attainment of the foregoing milestones, provided that transfers of the shares of
Common Stock received in such exchange will be limited in accordance with the
foregoing milestones.

Under the Unit Exchange Agreement, the Company and ORBCOMM have agreed that
at any time after the attainment of certain milestones, the Company and ORBCOMM
will, at the request of Unit Holders and holders of Common Stock acquired under
the Unit Exchange Agreement, representing not less than five percent of the
Deemed Outstanding Shares (defined below), file with the Commission a
registration statement and use their best efforts to have that registration
statement remain effective for a period of up to six months, permitting such
holders to sell shares of Common Stock in the manner specified by those holders.
The Company and ORBCOMM have certain rights to defer the filing of a
registration statement or to cause holders to cease distributing securities
under an effective registration statement. Registering holders are required to
pay their pro rata portion of the costs of registration. "Deemed Outstanding
Shares" means all shares of Common Stock actually outstanding and the aggregate
number of shares of Common Stock issuable

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under the Unit Exchange Agreement in exchange for Partnership Units at the then
applicable exchange rate, whether or not the Partnership Units are then
exchangeable.

SHARE ISSUANCE AGREEMENT

The Company and ORBCOMM will enter into a Share Issuance Agreement (the
"Share Issuance Agreement") governing primary offerings of securities by the
Company in the future. The Share Issuance Agreement will provide that all net
proceeds from the sale of securities by the Company will be invested by the
Company in Partnership Units in ORBCOMM. Following consummation the Offering,
the Company will not issue any securities except pursuant to the Share Issuance
Agreement and the Unit Exchange Agreement. The Company has agreed that if
requested by ORBCOMM it will use its best efforts to sell securities of the
Company in compliance with all applicable laws and will cease to do so if
requested by ORBCOMM.

If the Company sells Common Stock pursuant to the Share Issuance Agreement,
ORBCOMM will issue to the Company, in exchange for the net proceeds of such
offering, one Partnership Unit for each share of Common Stock sold by the
Company (subject to anti-dilution adjustments in the event of certain capital
changes and issuances of Partnership Units under certain circumstances). If
ORBCOMM directs the Company to issue securities other than Common Stock, ORBCOMM
will issue to the Company interests in or securities of ORBCOMM, in exchange for
the net proceeds of such offering that replicate as nearly as possible the
economic attributes of the securities sold by the Company. ORBCOMM has agreed to
pay all expenses incurred by the Company in connection with any issuance of
securities under the Share Issuance Agreement and to indemnify the Company and
its officers, directors and employees against certain losses, claims, damages or
liabilities, including liabilities under the Securities Act. The Company also
has agreed to issue Common Stock pursuant to the Share Issuance Agreement in
connection with the Equity Plan. ORBCOMM will issue to the Company one
Partnership Unit for each share of Common Stock issued by the Company in
connection with the Equity Plan (subject to anti-dilution adjustments in the
event of certain capital changes and issuances of Partnership Units under
certain circumstances).

SUBSCRIPTION AGREEMENT

The Company and ORBCOMM will enter into a Subscription Agreement (the
"Subscription Agreement") pursuant to which the Company will use the net
proceeds of the Offering to purchase Partnership Units. The Subscription
Agreement will provide that the Company will use the net proceeds of the
Offering to acquire 6,000,000 Partnership Units (6,900,000 Partnership Units if
the Underwriters' over-allotment option is exercised in full) from ORBCOMM at an
aggregate purchase price equal to the proceeds (net of underwriting discounts,
commissions and other Offering expenses) of the Offering. Expenses of the
Offering are payable by the Company. ORBCOMM has also agreed to indemnify the
Company and each of its officers, directors and employees against any losses,
claims, damages or liabilities to which the Company or such officer, director or
employee may become subject except to the extent that any such loss, damage or
liability arises out of or is based on an intentional act or omission of an
indemnified party that was contrary to any written instruction or request of
ORBCOMM or that amounted to willful misconduct on the part of the indemnified
party.

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DESCRIPTION OF THE PARTNERSHIP AGREEMENT

The following summary of certain provisions of the Partnership Agreement is
qualified in its entirety by reference to the Partnership Agreement, which is
filed as an exhibit to the registration statement of which this Prospectus is a
part.

GOVERNING COMMITTEE

ORBCOMM will be managed by the General Partners through the ORBCOMM
Committee, which initially will consist of eight Members. From the date of
consummation of the Offering until the earlier of: (i) the date on which ORBCOMM
has launched a total of 36 satellites, provided that ORBCOMM has achieved
positive EBITDA for a full fiscal quarter; and (ii) December 31, 2000 (the
"Release Date"), the Company shall have the right to appoint two Members to the
ORBCOMM Committee, and each of OCC and Teleglobe Mobile shall have the right to
appoint three Members to the ORBCOMM Committee. The Members will serve on the
ORBCOMM Committee at the discretion of the General Partner appointing them to
the ORBCOMM Committee and may be removed and replaced at any time by such
General Partner, provided that in the case of the Company's Members to the
ORBCOMM Committee, the Company must generally appoint as Members to the ORBCOMM
Committee, the Independent Company Members. After the Release Date, each General
Partner of ORBCOMM shall have the right to appoint (i) three Members to the
ORBCOMM Committee if such Partners' Percentage Interest (as defined in the
Partnership Agreement) is equal to or greater than 30% but less than 50% or (ii)
two Members to the ORBCOMM Committee if such Partners' Percentage Interest is
equal to or greater than 10% but less than 30%. Notwithstanding the foregoing,
the Company shall have the right to appoint two Members to the Committee. In the
event a General Partner's Percentage Interest exceeds 50%, such Partner shall
have the right to appoint a majority of the Members of the Committee.

The ORBCOMM Committee will be responsible for managing the affairs of
ORBCOMM. The ORBCOMM Committee shall have complete and exclusive discretion in
the management and control of the affairs and business of ORBCOMM and shall
possess all powers necessary, convenient or appropriate to carrying out the
purposes and business of ORBCOMM. The day-to-day activities of ORBCOMM will be
managed by its officers, subject to the oversight of the ORBCOMM Committee.
Regular meetings of the ORBCOMM Committee will be held quarterly. Generally,
action by the ORBCOMM Committee may be taken only with the affirmative vote of a
majority of the Members present (the "Consent of the Committee"). Written notice
of any proposed action by the ORBCOMM Committee shall be given to all Members
prior to the taking of any such action, unless waived by any such Member.

CERTAIN ACTIONS

The ORBCOMM Committee will not take any action that would result in ORBCOMM
being engaged in a business other than the development and operation of the
ORBCOMM system without the prior written consent of all the General Partners of
ORBCOMM. The ORBCOMM Committee shall not undertake any of the following actions
unless it shall have first received the consent of Members comprising two-thirds
of the ORBCOMM Committee (the "Special Consent of the Committee"), and in the
case of clause (i) below, the consent of at least one Independent Company
Member: (i) appoint (including interim appointments as a result of vacancies) or
remove the senior executive officers, including the President, Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer and Chief Technical
Officer; (ii) approve compensation, bonuses and benefit health and welfare plans
of senior executive officers; (iii) make and enter into contracts or agreements
involving consideration payable by ORBCOMM in excess of $5 million; (iv) enter
into any material business asset or equity acquisition, equity investment, joint
venture or other strategic alliances that involve any investment by ORBCOMM
(including entering into any loan or financing arrangement); (v) enter into any
debt financing arrangement (including capitalized leases) or borrow money on
behalf of ORBCOMM, make, accept, endorse and execute promissory notes, drafts,
bills of exchange and other instruments and evidences of indebtedness in
connection therewith in excess of $5 million outstanding at any one time and
secure the payment of any such ORBCOMM indebtedness by mortgage, pledge or
assignment of or security interest in all or any part of the property then owned
or thereafter acquired by ORBCOMM;
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(vi) approve the annual financial plan, including among others, the capital and
operating budgets for ORBCOMM, as well any material variances from a previously
approved budget; (vii) dispose of, transfer or lease material assets having a
fair market value in excess of $5 million; (viii) initiate any litigation that
is in excess of $1 million or arrange for the settlement through compromise,
arbitration or otherwise of any pending or threatened litigation by or against
ORBCOMM that is in excess of $1 million; (ix) select or remove the independent
certified public accountant of ORBCOMM or adopt, or modify in any material
respect, any significant accounting policy or tax policy; or (x) admit any
person to ORBCOMM as a Limited Partner.

The following actions may not be taken by the ORBCOMM Committee unless it
shall have first received the consent of General Partners holding two-thirds of
the Partnership Units outstanding (the "Special Consent of the Partners") and,
in the case of the items described in clauses (i)-(viii), will not be put to a
vote of the General Partners without the consent of at least one of the
Independent Company Members: (i) make any material amendments or modifications
to the Partnership Agreement; (ii) approve any plan that would result in any
material change in the purpose of ORBCOMM as set forth in the Partnership
Agreement or otherwise change ORBCOMM's business so that it varies materially
from the business set forth in the Partnership Agreement; (iii) take any action
for the (a) commencement of a voluntary case under applicable bankruptcy,
insolvency or similar law now or hereinafter in effect, (b) consent to the entry
of any order for relief in an involuntary case under any such law to the extent
that the giving or withholding of such consent is within ORBCOMM's discretion,
(c) consent to the appointment or taking possession on a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of ORBCOMM or
of any substantial part of ORBCOMM's property or (d) making by ORBCOMM of a
general assignment for the benefit of creditors; (iv) cause the dissolution
and/or liquidation of ORBCOMM; (v) sell, lease, transfer, or otherwise dispose
of all or substantially all the assets of ORBCOMM or contract to do so (other
than to a person controlled by ORBCOMM); (vi) acquire (a) a controlling interest
in, or a majority of the voting stock or equity of, any corporation or other
entity or (b) in certain instances, any other assets not in the ordinary course
of business of ORBCOMM; (vii) merge or consolidate ORBCOMM with any other
entity; (viii) increase or decrease the authorized Partnership Units or to
reclassify the same, by changing the number, preferences, qualifications or
limitations; (ix) permit the entry by ORBCOMM into any additional lines of
business other than those set forth in the Partnership Agreement; (x) cancel or
otherwise affect the right of the holders of Partnership Units to receive any
distributions that have accrued but have not been paid; or (xi) create a new
class of Partnership Units having rights and preferences either prior and
superior or subordinate and inferior to the Partnership Units then authorized.

ORBCOMM will have related party contract subcommittee of the ORBCOMM
Committee (the "Contract Subcommittee") which will consist, as applicable, of
all Members other than any officer, employee of, or person designated as a
Member by the General Partner where such party or any affiliate thereof is a
party to the contract in question. The Contract Subcommittee shall have the
authority on behalf of ORBCOMM to review and monitor any contract between
ORBCOMM and any General Partner or its affiliates and, as it deems appropriate,
cause ORBCOMM to enforce its rights thereunder and propose amendments, waivers
and/or modifications thereto (it being understood that any such contract can be
amended only in accordance with the terms thereof or by mutual consent of the
parties thereto). A resolution adopted by a majority of the Members of the
Contract Subcommittee including the affirmative vote of at least one Independent
Company Member except where a party to the contract in question is the Company,
in which case the majority of the Members of the Contract Subcommittee shall be
sufficient ("Consent of the Contract Subcommittee"), if within the
above-described authority of the Contract Subcommittee, shall be deemed to be a
resolution approved by the Consent of the Contract Subcommittee.

The quorum for a meeting of the Partners shall be as follows: (i) with
respect to a matter requiring the Special Consent of the Partners,
representatives of the Partners (the "Representatives") present in person, by
proxy or written consent, representing a majority of the Partnership Units
outstanding; and (ii) with respect to a matter requiring Consent of the Contract
Subcommittee, Representatives present in person, or by proxy or written consent,
representing a majority of the Partnership Units outstanding held by the
Contract Subcommittee. Each General Partner (in the case of a matter requiring
the Special Consent of the Partners) or each disinterested General Partner (in
the case of a matter requiring the Consent of the Contract Subcommittee),

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shall have the right to designate one Representative to attend such meeting, who
will have the right to cast at any such meeting a number of votes equal to the
number of Partnership Units held by such General Partner. Each General Partner
has the right to cast one vote for each Partnership Unit held by such
Representatives with respect to the matters set forth above and for which it is
qualified to vote.

COMPANY CHANGE OF CONTROL AND REDUCTION IN INTEREST

A Company Change of Control is defined in the Partnership Agreement as an
event or series of events by which: (i) any "person" or "group" (as such terms
are defined in Section 13(d) and 14(d) of the Exchange Act) becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
directly or indirectly, of more than 30% of the Common Stock of the Company then
outstanding; (ii) the Company consolidates with or merges into another
corporation or conveys, transfers or leases all or substantially all of its
assets, including all or substantially all of its Partnership Units in ORBCOMM,
to any person, or any corporation consolidates with or merges into the Company,
in either event pursuant to a transaction in which the Company's outstanding
Common Stock is changed into or exchanged for cash, securities or other
property, other than any transaction after which the stockholders who
beneficially owned Common Stock immediately before such transaction beneficially
own at least 50% of the outstanding voting stock of the surviving entity and no
other person beneficially owns more than 30% of the outstanding voting stock of
the surviving entity; (iii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Company Board
(together with any new directors whose election by the Company Board or whose
nomination for election was approved by a vote of two-thirds of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the directors then in office; or (iv)
the Company makes on any day any distribution or distributions of cash, property
or securities (other than regular dividends, Common Stock or rights to acquire
Common Stock) to its stockholders, or purchases or otherwise acquires its Common
Stock, and the sum of the fair market value of such distribution or purchase,
plus the fair market value of all other such distributions and purchases that
have occurred during the preceding 12 months, exceeds 30% of the fair market
value of the Company's outstanding Common Stock.

The Company will lose its rights as a General Partner of ORBCOMM and will
automatically revert to the status of a limited partner (i) on a Company Change
of Control that has not been approved by OCC and Teleglobe Mobile if at such
time the Company owns less than 50% of the outstanding Partnership Units or (ii)
in the event of a reduction in the Company's interest in ORBCOMM as a result of
a sale of Partnership Units by the Company following which the Company owns less
than 5% of the then outstanding Partnership Units. In either of such events, the
special governance rights granted to the Company and described in this
Prospectus will automatically terminate and the Company may be deemed to be an
investment company, subject to regulation under the 1940 Act. See "Risk
Factors -- Structural and Market Risks -- Risk of Loss of Management Rights on a
Change of Control or Reduction in Interest" and "Risk Factors -- Structural and
Market Risks -- Risks Related to the Investment Company Act of 1940."

INDEMNIFICATION AND FIDUCIARY STANDARDS

ORBCOMM has agreed to indemnify its Partners, their respective affiliates
and all of their respective officers, directors, partners, controlling
stockholders, employees and agents (each an "Indemnitee") from and against any
and all losses and liabilities arising out of or incidental to the business of
ORBCOMM so long as such Indemnitee's conduct did not constitute actual fraud,
gross negligence, knowing breach of specific provisions of the Partnership
Agreement or willful or wanton misconduct. The Partnership Agreement further
provides that OCC, Teleglobe Mobile and the Company and their respective
affiliates, officers, directors, partners, controlling stockholders, employees
and agents (each a "General Partner Person") will not be liable to ORBCOMM or
the limited partners for any losses sustained or liabilities incurred as a
result of any act or omission of a General Partner Person, if such person or
entity acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interest of ORBCOMM and the conduct did not
constitute gross negligence or non-performance (as defined in the Partnership
Agreement). OCC, Teleglobe Mobile and the Company, as applicable, will indemnify
the limited partners for losses and liabilities resulting

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from conduct of their respective General Partner Person that is found to have
constituted bad faith, gross negligence or non-performance.

The Partnership Agreement also provides that, except as otherwise
specifically provided in the Partnership Agreement, the duties and obligations
owed to ORBCOMM and to the partners by the Members and officers of ORBCOMM, and
any such duties that may be owed by any Member or by any affiliates of any
Member, shall be the same as the respective duties and obligations owed to a
corporation organized under the Delaware General Corporation Law by its
directors and officers and any such duties that may be owed to such corporation
by any similarly situated stockholder or affiliate thereof, respectively.
Notwithstanding the foregoing, a Member shall not be liable as a Member if such
Member would not have had liability if ORBCOMM were a corporation subject to the
Delaware General Corporation Law as the same exists or may hereafter be amended
and had in its certificate of incorporation the same provision as Article Ninth
of the Certificate of Incorporation of the Company (which limits the liability
of directors and officers). A Member shall not be liable to ORBCOMM or its
Partners for monetary damages for a breach of fiduciary duty as a Member and any
repeal or modification of this provision of the Partnership Agreement shall not
adversely affect any right or protection of a Member existing at the time of
such repeal or modification.

ALLOCATIONS AND DISTRIBUTIONS

Allocations. Net Income and Net Loss (as defined in the Partnership
Agreement) will generally be allocated to the Partners in proportion to their
Partnership Units.

Distributions. The Partnership Agreement requires the ORBCOMM Committee,
to the extent of legally available funds, to declare and pay a pro rata
distribution at the end of each fiscal quarter in an amount sufficient to ensure
that each Partner shall have received at least an amount equal to the product of
(i) 40% multiplied by (ii) the lesser of (a) such Partner's distributive share
of ORBCOMM's estimated taxable income for the preceding fiscal quarter or (b)
the excess of cumulative net income over cumulative net loss allocated to such
Partner. All distributions shall be made to the Partners in proportion to their
Partnership Units.

DISSOLUTION

ORBCOMM will continue until 2048, unless sooner dissolved on the occurrence
of any of the following: (i) the withdrawal of a General Partner, or any other
event that results in its ceasing to be a General Partner (i.e., removal,
bankruptcy or dissolution) unless at the time OCC or Teleglobe Mobile or a
successor to OCC or Teleglobe Mobile remains a General Partner; (ii) a sale of
all or substantially all of the assets of ORBCOMM; (iii) the bankruptcy or the
dissolution of OCC or Teleglobe Mobile; (iv) on the Special Consent of the
Partners with the affirmative vote of at least one Company Independent Director;
or (v) any other event under the Delaware General Corporation Law that would
cause its dissolution. ORBCOMM will be reconstituted if the Partners vote to
form a new partnership and, in the case of a dissolution resulting from the
withdrawal, bankruptcy or dissolution of a General Partner, to appoint a
successor General Partner.

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DESCRIPTION OF THE SENIOR NOTES

General. On August 7, 1996, ORBCOMM and ORBCOMM Global Capital Corp. (the
"Issuers") issued $170 million of 14% Senior Notes Due 2004 pursuant to
exemptions from registration under the Securities Act (the "Old Notes"). In
January 1997, all of the Old Notes were exchanged for the Notes. The Notes are
subject to the terms and conditions of the Indenture, a copy of which is
incorporated by reference into the Registration Statement of which this
Prospectus is a part. On May 19, 1998, the Issuers executed the First
Supplemental Indenture (the "Supplemental Indenture"), the effectiveness of
which is conditioned on consummation of the Offering. The purpose of the
Supplemental Indenture is to give effect to certain amendments to the Indenture,
which amendments are summarized below. The following summaries of the material
provisions of the Indenture and the Supplemental Indenture do not purport to be
complete, and are subject to, and qualified in their entirety by reference to,
all of the provisions of the Indenture and the Supplemental Indenture and those
terms made a part of the Indenture and the Supplemental Indenture by the Trust
Indenture Act of 1939, as amended. All terms defined in the Indenture and not
otherwise defined herein are used in this section with the meanings set forth in
the Indenture.

Principal, Maturity and Interest. The Notes are limited in an aggregate
principal amount equal to $170 million. The Notes will mature on August 15, 2004
and bear interest at 14% per annum, payable semi-annually in arrears on February
15 and August 15 of each year. Interest is computed on the basis of a 360-day
year comprised of twelve 30-day months. The Notes bear Revenue Participation
Interest from the Issue Date to the date of payment of the Notes. With respect
to any month and any Note, the monthly Revenue Participation Interest is
calculated using the following formula: 5% of System Revenue for such month
multiplied by a fraction, the numerator of which is the principal amount
outstanding on such Note and the denominator of which is $170 million. The
Issuers, at their option, may defer payment of all or a portion of Revenue
Participation Interest then otherwise due if, and only to the extent that, the
payment of such portion of Revenue Participation Interest will cause the Credit
Parties' Fixed Charge Coverage Ratio for the four consecutive fiscal quarters
last completed prior to such interest payment date to be less than 2:1 on a pro
forma basis after giving effect to the assumed payment of such Revenue
Participation Interest. Installments of accrued or deferred Revenue
Participation Interest accrued through the Accrual Period last ended become due
and payable semi-annually on each February 15 and August 15. All installments of
accrued or deferred Revenue Participation Interest become due and payable (and
may not be further deferred) with respect to any principal amount of the Notes
that matures upon such maturity of such principal amount of the Notes.

Seniority. The Notes are senior obligations of the Issuers, rank senior in
right and priority of payment to all subordinated indebtedness of the Issuers
and rank pari passu in right and priority of payment with all other indebtedness
of the Issuers that is not expressly so subordinated, including indebtedness
under the MetLife Note (approximately $2.0 million as of March 31, 1998), except
to the extent of the collateral securing such MetLife Note.

Optional Redemption. The Issuers may not redeem the Notes prior to August
15, 2001. Thereafter, the Notes are subject to redemption at the option of the
Issuers, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest (including Revenue
Participation Interest, if any) and Liquidated Damages (if any) thereon to the
applicable redemption date, if redeemed during the 12-month period beginning on
August 15 of the years indicated below:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
2001........................................................ 115.00%
2002........................................................ 107.50%
2003 and thereafter......................................... 100.00%
</TABLE>

Notwithstanding the foregoing, prior to August 15, 1999, the Issuers may
redeem outstanding Notes with the net proceeds of one or more sales of Capital
Stock (other than Disqualified Stock) of OCC, Teleglobe Mobile or ORBCOMM to one
or more Persons at a redemption price equal to 115% of the principal amount

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thereof, plus accrued and unpaid interest (including Revenue Participation
Interest, if any) and Liquidated Damages (if any) thereon to the redemption
date; provided, however, that: (i) not less than $127.5 million aggregate
principal amount of Notes remains outstanding immediately after any such
redemption; and (ii) such redemption occurs within 30 days after the date of
closing of such sale of Capital Stock. ORBCOMM is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.

Change of Control. On the occurrence of a Change of Control, each holder
of the Notes may require the Issuers to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such holder's Notes at an offer price
in cash equal to 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest (including Revenue Participation Interest, if any) and
Liquidated Damages (if any) thereon to the date of purchase.

Covenants. The Indenture restricts, among other things, the Credit
Parties' ability to incur additional indebtedness, pay dividends or make certain
other restricted payments, incur liens, sell assets, merge or consolidate with
any other person (other than another Credit Party or Guarantor), sell, assign,
transfer, lease, convey or otherwise dispose of substantially all of the assets
of such Credit Party (other than to any other Credit Party of Guarantor, enter
into certain transactions with affiliates, or incur additional indebtedness. The
Indenture permits, under certain circumstances, the Credit Parties' subsidiaries
to be deemed unrestricted subsidiaries and thus not subject to the restrictions
of the Indenture.

Events of Default. Events of Default under the Indenture include the
following: (i) a default for 30 days in the payment when due of interest
(including Revenue Participation Interest, if any) on, or Liquidated Damages (if
any) with respect to, the Notes; (ii) default in payment when due (whether at
maturity, upon redemption or repurchase, or otherwise) of the principal of or
premium (if any) on the Notes; (iii) default in the payment of principal and
interest (including Revenue Participation Interest, if any) on Notes required to
be purchased pursuant to certain provisions of the Indenture; (iv) failure by
the Credit Parties or any of their Restricted Subsidiaries for 30 days after
notice to comply with any of their other covenants in the Indenture or the
Notes; (v) default under certain items of Indebtedness for money borrowed by the
Credit Parties or any of their Restricted Subsidiaries (as defined in the
Indenture); (vi) failure by the Credit Parties any of their Restricted
Subsidiaries to pay final judgments aggregating in excess of $5 million, which
judgments are not paid, discharged or stayed for a period of 60 days; (vii)
breach by the Issuers of any representation or warranty set forth in the Pledge
Agreement, or default by the Issuers in the performance of any covenant set
forth in the Pledge Agreement, or repudiation by the Issuers of any of their
obligations under the Pledge Agreement or the unenforceability of the Pledge
Agreement against the Issuers for any reason which in any one case or in the
aggregate results in a material impairment of the rights intended to be afforded
thereby; (viii) termination or loss, for any reason, of the Original FCC
License; (ix) certain events of bankruptcy or insolvency with respect to the
Credit Parties or any of their Restricted Subsidiaries; and (x) any Guarantee of
the Notes shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Guarantee of the Notes.

On the occurrence of an Event of Default, with certain exceptions, the
Trustee or the holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.

Amendments to the Indenture. The Supplemental Indenture, the effectiveness
of which is conditioned on consummation of the Offering, gives effect to certain
amendments to the Indenture. The amendments revise the definition of Change of
Control to allow the Company to use the net proceeds of the Offering to purchase
Partnership Units and be admitted as a General Partner of ORBCOMM without
causing a Change of Control to occur.

The amendments also permit ORBCOMM to transfer to Special Purpose Entities
all of the assets used by the Internal VARs (the "Internal VAR Assets") at the
time of the consummation of the Offering. In

95
<PAGE> 101

addition, ORBCOMM may in the future, subject to certain limitations, form
additional Special Purpose Entities. Pursuant to the amendments, Special Purpose
Entities will not be treated as Restricted Subsidiaries of ORBCOMM and
accordingly will not be subject to many of the restrictive covenants contained
in the Indenture and will not be required to guarantee the obligations of the
Credit Parties under the Indenture.

In addition, the amendments make certain other modifications to the
Indenture, principally to the definitions therein, that address certain
ambiguities and inconsistencies that have arisen since the Notes were originally
issued.

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<PAGE> 102

DESCRIPTION OF THE CAPITAL STOCK

On consummation of the Offering, the authorized capital stock of the
Company will consist of 150,000,000 shares of Common Stock, par value $.01 per
share, of which 6,000,000 shares will be outstanding (6,900,000 shares if the
Underwriters' over-allotment option is exercised in full).

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in all matters
to be voted on by the stockholders of the Company and do not have cumulative
voting rights. Accordingly, holders of a majority of the outstanding shares of
Common Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared from time to time by the
Company Board out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of the
Company's liabilities. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. All of the outstanding shares of
Common Stock are, and the shares offered of Common Stock by the Company in the
Offering will be, when issued and paid for, fully paid and non-assessable.

At present, there is no established trading market for the Common Stock.
Application will be made for the listing of the Common Stock on the Nasdaq
National Market.

LIMITATIONS ON DIRECTORS' LIABILITY

The Company's Certificate of Incorporation (the "Certificate") and Bylaws
(the "Bylaws") limit the liability of directors and officers to the maximum
extent permitted by the Delaware General Corporation Law. The Delaware General
Corporation Law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
including gross negligence, except liability for: (i) breach of the directors'
and officers' duty of loyalty; (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law; (iii) the
unlawful payment of a dividend or unlawful stock purchase or redemption; and
(iv) any transaction from which the director or officer derives an improper
personal benefit. Delaware law does not permit a corporation to eliminate a
director's or an officer's duty of care, and this provision of the Certificate
has no effect on the availability of equitable remedies, such as injunction or
rescission, based upon a director's breach of the duty of care. The Company does
not believe that these provisions will limit liability under state or federal
securities laws. However, the Company believes that these provisions will assist
the Company in attracting and retaining qualified individuals to serve as
directors.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Under Section 203, certain "business
combinations" between a Delaware corporation whose stock generally is publicly
traded or held of record by more than 2,000 stockholders and an "interested
stockholder" are prohibited for a three-year period following the date that such
a stockholder became an interested stockholder, unless: (i) the corporation has
elected in its original certificate of incorporation not to be governed by
Section 203 (the Company did not make such an election); (ii) the business
combination was approved by the Company Board before the other party to the
business combination became an interested stockholder; (iii) upon consummation
of the transaction that made it an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the commencement of the transaction (excluding voting stock owned
by directors who are also officers or held in employee benefit plans in which
the employees do not have a confidential right to tender or vote stock held by
the plan); or (iv) the business combination was approved by the Company Board
and ratified by two-thirds of the voting stock that the interested stockholder
did not own. The three-year prohibition also does not apply to certain business
combinations proposed by an interested stockholder following the announcement or
notification of certain

97
<PAGE> 103

extraordinary transactions involving the corporation and a person who had not
been an interested stockholder during the previous three years or who became an
interested stockholder with the approval of the majority of the corporation's
directors. The term "business combination" is defined generally to include
mergers or consolidations between a Delaware corporation and an "interested
stockholder," transactions with an "interested stockholder" involving the assets
or stock of the corporation or its majority-owned subsidiaries and transactions
that increase an interested stockholder's percentage ownership of stock. The
term "interested stockholder" is defined generally as a stockholder who,
together with affiliates and associates, owns (or, within three years prior, did
own) 15% or more of a Delaware corporation's voting stock. Section 203 could
prohibit or delay a merger, takeover or other change of control of the Company
and therefore could discourage attempts to acquire the Company.

REMOVAL OF DIRECTORS

Under the Certificate of Incorporation of the Company, a director may be
removed only for cause at a special meeting of the shareholders specifically
called for that purpose by the Chairman, the Chief Executive Officer, the
President or upon the request of a majority of the Company Board, only by vote
of the holders of at least 80% of the voting power of the then outstanding
voting stock, voting together as a class. Any vacancy created by the removal of
a director at a special meeting may be filled by the Board of Directors until
such director's successor has been elected and has qualified.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar of the Common Stock is First Chicago Trust
Company of New York.

SHARES ELIGIBLE FOR FUTURE SALE

Following consummation of the Offering, the only shares of Common Stock of
the Company that will be outstanding will be the 6,000,000 shares issued in the
Offering (6,900,000 shares if the Underwriters' over-allotment option is
exercised in full). These shares may be freely transferred if held by persons
who are not affiliates of the Company.

Subject to certain limitations, the Company has agreed in the Unit Exchange
Agreement that it will exchange shares of Common Stock for Partnership Units at
the rate of one share of Common Stock for each Partnership Unit (the "Exchange
Right"), subject to anti-dilution adjustments. Based on the number of
Partnership Units expected to be outstanding at the time of consummation of the
Offering, 32,801,310 shares of Common Stock would be issuable on such exchange.
Pursuant to the Unit Exchange Agreement, the holders of Partnership Units may
not sell the shares of Common Stock received on the exchange of their
Partnership Units for shares of Common Stock prior to the occurrence of certain
events. See "Governance of the Company and Relationship with ORBCOMM -- Exchange
Rights of ORBCOMM Partners."

Under the Unit Exchange Agreement, the Company and ORBCOMM agreed that
following the occurrence of certain events, the Company and ORBCOMM will, at the
request of Unit Holders and holders of Common Stock acquired under the Unit
Exchange Agreement representing not less than five percent of the Fully Diluted
Shares (as defined in the Unit Exchange Agreement), file with the Commission a
registration statement and use their reasonable best efforts to have that
registration statement remain effective for a period of up to six months,
permitting such holders to sell shares of Common Stock in the manner specified
by those holders. If the shares of Common Stock issuable upon exchange are so
registered, the shares will be freely transferable. See "Governance of the
Company and Relationship with ORBCOMM -- Exchange Rights of ORBCOMM Partners."

The Common Stock acquired upon exchange of Partnership Units will
constitute "restricted securities" within the meaning of Rule 144 under the
Securities Act ("Rule 144A") and, unless registered under the Securities Act,
may only be sold if an exemption from registration is available. Pursuant to
Rule 144 under the Securities Act, a person, including an "affiliate" (as that
term is defined in Rule 144) of the issuer, may sell restricted securities if a
minimum of one year has elapsed between the later of the date of acquisition of
the

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<PAGE> 104

restricted securities from the issuer or from an affiliate of the issuer. Such a
person will be entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of: (i) the average weekly trading
volume of the class of stock being sold during the four calendar weeks preceding
the filing of a notice of sale with the Commission or, if no such notice is
required, the sale date; or (ii) one percent of the then outstanding shares of
the class of stock being sold. Sales pursuant to Rule 144 are also subject to
certain requirements as to notice filing and availability of current public
information about the Company. A person who is deemed not to have been an
affiliate of the Company at any time during the 90 days preceding a sale by such
person and who has beneficially owned the restricted securities for at least two
years is entitled to sell those shares under Rule 144 without regard to the
volume limitation, manner of sale restrictions or notice filing requirements of
Rule 144. In certain circumstances, a holder may "tack" the holding period for
the restricted securities converted into or exchanged for the restricted
securities for purposes of computing the one year and two year holding periods.
Shares of Common Stock may also be sold pursuant to any exemption from
registration that might be available without compliance with the requirements of
Rule 144.

On consummation of the Offering, options to purchase a total of 3,320,797
shares of Common Stock will be outstanding under the Equity Plan. Of these
shares, 1,909,563 shares are subject to agreements pursuant to which the
optionees agree not to sell or otherwise transfer their shares of Common Stock
for a period of 180 days following the consummation of the Offering. See
"Underwriting." An additional 4,069,929 shares are available for future grants
under the Equity Plan. Additionally, the Company intends to file one or more
registration statements on Form S-8 under the Securities Act to register all
shares of Common Stock subject to then outstanding options under and Common
Stock issuable pursuant to the Equity Plan. The Company expects to file these
registration statements promptly following the consummation of the Offering, and
such registration statements are expected to become effective upon filing.
Shares covered by these registration statements will thereupon be eligible for
sale in the public markets, subject to the agreements with Underwriters
regarding restrictions on sale, to the extent applicable.

Eligible employees of ORBCOMM and certain of its affiliates who are
purchasing directed shares of Common Stock in the Offering have agreed not to
sell, offer to sell or otherwise dispose of any shares of Common Stock without
the prior written consent of ORBCOMM for a period of 180 days after the date of
this Prospectus.

Issuances of substantial amounts of Common Stock, or the expectation of
such issuances, could adversely affect the market price of the Common Stock. See
"Risk Factors -- Structural and Market Risks -- Shares Eligible for Future
Sale."

Prior to the Offering, there has been no public market for the Common Stock
and no predictions can be made of the effect, if any, that the sale or
availability for sale of shares of additional Common Stock will have on the
market price of the Common Stock. Nevertheless, sales of substantial amounts of
such shares in the public market, or the perception that such sales could occur,
could materially and adversely affect the market price of the Common Stock and
could impair the Company's future ability to raise capital through an offering
of its equity securities.

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<PAGE> 105

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below, through their Representatives, Bear, Stearns & Co.
Inc. and J.P. Morgan Securities Inc., have severally agreed to purchase from the
Company the following respective number of shares of Common Stock.

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
Bear, Stearns & Co. Inc. ...................................
J.P. Morgan Securities Inc. ................................
----------------
Total.................................................. 6,000,000
================
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to purchase and pay for all of the
above shares of Common Stock if any are purchased.

The Underwriters have advised the Company that they propose to offer the
shares of Common Stock directly to the public initially at the public offering
price set forth on the cover page of this Prospectus, and at such price less a
concession not in excess of $ per share of Common Stock to certain
other dealers who are members of the National Association of Securities Dealers,
Inc. The Underwriters may allow, and such dealers may reallow, concessions not
in excess of $ per share to certain other dealers. After the Offering,
the offering price, concessions and other selling terms may be changed by the
Underwriters. The Common Stock is offered subject to receipt and acceptance by
the Underwriters and to certain other conditions, including the right to reject
orders in whole or in part.

The Company has granted a 30-day over-allotment option to the Underwriters
to purchase up to an aggregate of 900,000 additional shares of Common Stock of
the Company exercisable at the public offering price less the underwriting
discount. If the Underwriters exercise such over-allotment option, then each of
the Underwriters will be committed, subject to certain conditions, to purchase
such additional shares in approximately the same proportion as set forth in the
above table. The Underwriters may exercise such option only to cover
over-allotments made in connection with the sale of the shares of Common Stock
offered hereby.

The Underwriting Agreement provides that the Company and ORBCOMM will
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act or will contribute to payments that the Underwriters
may be required to make in respect thereof.

The Underwriters have reserved for sale at the initial public offering
price up to 600,000 shares of Common Stock for sale to eligible employees of
ORBCOMM and certain of its affiliates. The number of shares available for sale
to the general public will be reduced to the extent any reserved shares are
purchased. Any reserved shares not so purchased will be offered by the
Underwriters to the public on the same basis as the other shares offered hereby.
Any employee of ORBCOMM or its affiliates who purchases reserved shares will be
required to agree not to dispose of such shares for a period of 180 days
following the date of this Prospectus without the prior written consent of
ORBCOMM.

The executive officers and directors of the Company, the executive officers
of ORBCOMM, the Members of the ORBCOMM Committee, the executive officers of
Orbital and Teleglobe, the executive officers and directors of OCC and the
executive officers and directors of the managing partner of Teleglobe Mobile
have agreed pursuant to lock-up agreements not to, directly or indirectly, offer
or agree to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock held by them (or any securities convertible into,
exercisable for or exchangeable for shares of Common Stock), for a period of 180
days after the date of this Prospectus without the prior written consent of
Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc.

100
<PAGE> 106

In addition, each of the Company, ORBCOMM, OCC and Teleglobe Mobile has
agreed that for a period of 180 days after the date of this Prospectus it will
not, without the prior written consent of Bear, Stearns & Co. Inc. and J.P.
Morgan Securities Inc., directly or indirectly, issue, sell, offer or agree to
sell, grant any option for the sale of or otherwise dispose of any shares of
Common Stock, Partnership Units, shares of capital stock of OCC or partnership
interests of Teleglobe Mobile, respectively (or any securities convertible into,
exercisable for or exchangeable for shares of Common Stock, Partnership Units,
shares of capital stock of OCC or partnership interests of Teleglobe Mobile,
respectively), except for the shares of Common Stock offered hereby and the
Underwriters' over-allotment option and shares of Common Stock issuable upon the
exercise of stock options that will be outstanding under the Equity Plan on
consummation of the Offering.

In addition, each of Orbital, Teleglobe and TRI has agreed that for a
period of 180 days after the date of this Prospectus it will not, without the
prior written consent of Bear, Stearns & Co. Inc. and J.P. Morgan Securities
Inc., directly or indirectly, issue, sell, offer or agree to sell, grant any
option for the sale of or otherwise dispose of any shares of capital stock of
OCC or any partnership interests of Teleglobe Mobile.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial offering price for the Common Stock
will be determined by negotiations between the Company and the representatives
of the Underwriters. Among the factors to be considered in such negotiations are
the results of operations of ORBCOMM in recent periods, estimates of the
prospects of the Company and ORBCOMM and the industry in which ORBCOMM competes,
an assessment of the Company's and ORBCOMM's management, the present state of
ORBCOMM's development, the general state of the securities markets at the time
of the offering and the prices of similar securities of generally comparable
companies. The Company has submitted an application for approval of its Common
Stock for quotation on the Nasdaq National Market under the symbol "ORBC." There
can be no assurance, however, that an active or orderly trading market will
develop for the Common Stock or that the Common Stock will trade in the public
markets subsequent to the Offering at or above the initial offering price.

In order to facilitate the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock during and after the Offering. Specifically, the Underwriters may
over-allot or otherwise create a short position in the Common Stock for their
own account by selling more shares of Common Stock than have been sold to them
by the Company. The Underwriters may elect to cover any such short position by
purchasing shares of Common Stock in the open market or by exercising the over-
allotment option granted to the Underwriters. In addition, the Underwriters may
stabilize or maintain the price of the Common Stock by bidding for or purchasing
shares of Common Stock in the open market and may impose penalty bids, under
which selling concessions allowed to syndicate members or other broker-dealers
participating in the Offering are reclaimed if shares of Common Stock previously
distributed in the Offering are repurchased in connection with stabilization
transactions or otherwise. The effect of these transactions may be to stabilize
or maintain the market price at a level above that which might otherwise prevail
in the open market. The imposition of a penalty bid may also affect the price of
the Common Stock to the extent that it discourages resales thereof. No
representation is made as to the magnitude or effect of any such stabilization
or other transactions. Such transactions may be effected on the Nasdaq National
Market or otherwise and, if commenced, may be discontinued at any time.

Certain of the Underwriters and their affiliates have from time to time
provided, and may continue to provide, investment banking services to the
Company, ORBCOMM and their affiliates for which such Underwriters or affiliates
have received and will receive fees and commissions. In addition, Bear, Stearns
& Co. Inc. and J.P. Morgan Securities Inc. acted as initial purchasers in the
placement of the Notes in August 1996.

LEGAL MATTERS

The validity of the Common Stock offered hereby and certain other matters
will be passed on for the Company by Latham & Watkins, Washington, D.C. Certain
legal matters will be passed upon for the

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<PAGE> 107

Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership
including professional corporations), New York, New York.

EXPERTS

The balance sheet of the Company as of March 31, 1998 and the combined
financial statements of ORBCOMM as of December 31, 1996 and 1997, and for each
of the years in the three-year period ended December 31, 1997, and for the
period from June 30, 1993 (date of inception) to December 31, 1997, have been
included herein and in the Registration Statement, of which this Prospectus
forms a part, in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement under
the Securities Act with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. For further information with respect to the
Company, ORBCOMM and the Common Stock offered hereby, reference is hereby made
to such Registration Statement and the exhibits thereto. Statements contained in
this Prospectus regarding the contents of any contract or other documents are
not necessarily complete; with respect to each such contract or document filed
as an exhibit to the Registration Statement, reference is made to the exhibit
for a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference. A copy of the
Registration Statement, including the exhibits thereto, may be inspected without
charge at the principal office of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549; at its Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and at its New York Regional Office, 7
World Trade Center, New York, New York, 10048. Copies of such material may be
obtained from the public reference section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the fees prescribed by the
Commission. Additionally, the Company will be subject to the public reporting
requirements of the Exchange Act, and thus will file with the Commission
periodic reports pursuant to Section 13(d) and proxy statements pursuant to
Section 14 of the Exchange Act. These filings may also be inspected at or
obtained from the Commission. In addition, the Commission maintains a World Wide
Web site on the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System. The Registration Statement, including the
exhibits thereto and periodic reports and proxy statements filed by the Company
with the Commission pursuant to the Exchange Act may also be accessed
electronically by means of the above referenced World Wide Web site.

ORBCOMM is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy statements and other
information with the Commission, which may be inspected at or obtained from the
Commission.

The Company intends to furnish its stockholders annual reports containing
audited financial statements of the Company and ORBCOMM and quarterly reports
containing unaudited interim financial information for the Company and ORBCOMM
for the first three fiscal quarters of each fiscal year.

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<PAGE> 108

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ORBCOMM CORPORATION
Independent Auditors' Report.............................. F-2
Balance Sheet as of March 31, 1998........................ F-3
Note to Financial Statement............................... F-4
ORBCOMM GLOBAL, L.P.
Independent Auditors' Report.............................. F-7
Combined Balance Sheets as of December 31, 1996, 1997 and
as of March 31, 1998 (unaudited)....................... F-8
Combined Statements of Operations for the Years Ended
December 31, 1995, 1996, and 1997 and for the three
months ended March 31, 1997 and 1998 (unaudited) and
Total Accumulated During Development Stage to March 31,
1998 (unaudited)....................................... F-9
Combined Statements of Cash Flows for the Years Ended
December 31, 1995, 1996, and 1997 and for the three
months ended March 31, 1997 and 1998 (unaudited) and
Total Cash Flows During Development Stage to March 31,
1998 (unaudited)....................................... F-10
Combined Statements of Partners' Capital for the period
June 30, 1993 (date of inception) to March 31, 1998
(unaudited)............................................ F-11
Notes to Combined Financial Statements.................... F-12
ORBCOMM CORPORATION -- UNAUDITED PRO FORMA CONDENSED
FINANCIAL STATEMENTS
Basis of Presentation..................................... F-21
Unaudited Pro Forma Condensed Balance Sheet as of March
31, 1998............................................... F-22
Unaudited Pro Forma Condensed Statement of Operations for
the three months ended March 31, 1998.................. F-23
Unaudited Pro Forma Condensed Statement of Operations for
the year ended December 31, 1997....................... F-24
Notes to Unaudited Pro Forma Condensed Financial
Statements............................................. F-25
</TABLE>

F-1
<PAGE> 109

INDEPENDENT AUDITORS' REPORT

The Board of Directors
ORBCOMM Corporation:

We have audited the accompanying balance sheet of ORBCOMM Corporation (the
Company, a development stage enterprise) as of March 31, 1998. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit of a balance sheet includes examining, on a test basis,
evidence supporting the amounts and disclosures in that balance sheet. An audit
of a balance sheet also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe our audit of the balance sheet provides a
reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of the Company (a development stage
enterprise) as of March 31, 1998, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP
Washington, DC
April 2, 1998

F-2
<PAGE> 110

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

BALANCE SHEET
AS OF MARCH 31, 1998

<TABLE>
<S> <C>
ASSET
Cash........................................................ $100.00
-------
TOTAL ASSET............................................ $100.00
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities................................................. $ --
Stockholder's equity
Common Stock, par value $0.01; 1,000 shares authorized;
100 shares issued and outstanding...................... 1.00
Additional paid-in capital.................................. 99.00
Retained earnings........................................... --
Total stockholder's equity................................ 100.00
-------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY............. $100.00
=======
</TABLE>

See accompanying note to the financial statement
F-3
<PAGE> 111

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENT

(1) ORGANIZATION AND BUSINESS

ORBCOMM Corporation (the "Company") was incorporated under the laws of the
State of Delaware on March 23, 1998. The Company was formed for the sole purpose
of investing in, and acting as a general partner of ORBCOMM Global, L.P.
("ORBCOMM"), a limited partnership. The Company is authorized to issue 1,000
shares of common stock of $.01 par value (the "Common Stock"), of which 100
shares are issued and outstanding. The Company's sole asset will be its
investment in Partnership Units in ORBCOMM, and the Company's results of
operations will reflect its proportionate share of ORBCOMM's net income or loss
using the equity method of accounting. The Company will apply the equity method
of accounting for its ownership interest in ORBCOMM based on the Company's
ability to exercise significant influence through its representation on the
ORBCOMM Committee.

The Company plans to file a registration statement with the Securities and
Exchange Commission in order to register its Common Stock for sale in an initial
public offering (the "Offering"). The net proceeds of the Offering will be used
by the Company to purchase Partnership Units from ORBCOMM. ORBCOMM will use the
net proceeds of the sale of Partnership Units to the Company primarily for: (i)
the design, construction and launch of the planned 36-satellite enhanced
constellation, including amounts payable to Orbital under the Procurement
Agreement as of consummation of the Offering; (ii) related development,
operating and marketing expenses, including expenses incurred in connection with
Internal VARs; (iii) the payment of interest on the Notes and scheduled payments
of principal and interest on the MetLife Note; and (iv) other general corporate
purposes related to commercial deployment of the ORBCOMM system.

ORBCOMM is in its development stage, devoting substantially all of its
efforts to establishing a new data and messaging communications business using
the ORBCOMM low-Earth orbit satellite communications system (the "ORBCOMM
System").

(2) STOCK OPTIONS

In 1992, OCC adopted the Orbital Communications Corporation 1992 Stock
Option Plan (the "OCC Plan") to provide for grants of stock options to officers
and employees of OCC and certain of its affiliates as an incentive to increase
the value of the underlying ORBCOMM business. Prior to ORBCOMM's formation in
1993, OCC was the sole entity in which the ORBCOMM business was conducted. As a
result of certain Federal Communications Commission ("FCC") regulatory
restrictions applicable to the ORBCOMM project, ORBCOMM was formed to facilitate
third party investments in the ORBCOMM business and to own and operate the
ORBCOMM System, subject to OCC's oversight. Subsequent to the transfer of its
employees to ORBCOMM in 1996, OCC became a pass-through entity. The FCC license
authorizes OCC to offer service as a private carrier and extends ten years from
the operational date of the first satellite, which was April 3, 1995. While
retaining the FCC license, OCC granted exclusive rights to use the FCC license
to ORBCOMM for the term of the license. Any expenses and fees associated with
the FCC license have been and will be paid by ORBCOMM. The OCC Plan was retained
at OCC and was subsequently used to provide officers and employees of ORBCOMM
the aforementioned incentives.

All options issued and outstanding under the OCC Plan are expected, on
consummation of the Offering, to be converted into options to purchase shares of
Common Stock reserved for issuance under The 1998 Equity Plan of ORBCOMM
Corporation and ORBCOMM Global, L.P. (the "Plan"). The Company was formed for
the sole purpose of investing in, and acting as a general partner of ORBCOMM.
The Company's sole asset will be its investment in Partnership Units in ORBCOMM.
The Plan will be used to provide officers and employees of ORBCOMM and the
Company the same incentives provided previously under the OCC Plan.

F-4
<PAGE> 112

The Plan permits the grant of non-qualified stock options and incentive
stock options to purchase shares of Common Stock. Under the Plan, option holders
exercise stock options by paying the exercise price to the Company and receiving
the appropriate number of shares of Common Stock. As soon as practicable after
the exercise of a stock option, the Company will purchase from ORBCOMM (with the
cash received from exercise of the stock option) the number of partnership units
of ORBCOMM equal to the number of shares subject to such exercise.

The Plan will be administered by the Compensation Committee of the board of
directors of the Company (the "Compensation Committee") and options granted
under the Equity Plan will be eligible to satisfy the requirements of Rule 16b-3
under the Securities Exchange Act of 1934 (the "Exchange Act") and Section
162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the
"Code"). Subject to the terms and conditions of the Equity Plan, the
Compensation Committee has the authority to select the persons to whom grants
are to be made, to designate the number of shares of Common Stock to be covered
by such grants, to determine the exercise price of options, to establish the
period of exercisability of options, and to make all other determinations and to
take all other actions necessary or advisable for the administration of the
Plan. The Compensation Committee may, in its discretion, provide by the terms of
an option that such option will expire at specified times following, or become
exercisable in full upon, the occurrence of certain specified events including a
merger, consolidation or dissolution of the Company or a sale of substantially
all of the Company's assets.

The Compensation Committee also retains the discretion to determine that
outstanding options under the Plan will expire on certain specified
"extraordinary corporate events," but in such event the Compensation Committee
may also give optionees the right to exercise their outstanding options in full
during some period prior to such event, even though the rights have not yet
otherwise become fully exercisable.

The Plan may be amended by the Compensation Committee, subject to
stockholder approval if such approval is then required by applicable law or for
options granted under the Plan to continue to satisfy the requirements of Rule
16b-3 under the Exchange Act or Section 162(m) of the Code.

The Plan permits the payment of the option exercise price to be made in
cash (which, with the consent of the Compensation Committee, may include (except
with respect to incentive stock options) an assignment of the right to receive
the cash proceeds from the sale of Common Stock subject to the option pursuant
to a "cashless exercise" procedure) or, with the consent of the Compensation
Committee, by delivery of shares of Common Stock valued at their fair market
value on the date of exercise or by delivery of other property, or by a recourse
promissory note payable to the Company, or by a combination of the foregoing.

Options granted under the Plan are not transferable otherwise than by will,
by the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code), and may be exercised during the
optionee's lifetime only by the optionee or, in the event of the optionee's
legal disability, by the optionee's legal representative.

The value of the options under both the OCC Plan and the Plan is solely
attributable to the value of ORBCOMM. The conversion is "non-substantive" in
that option holders retain the same equivalent ownership in ORBCOMM prior to and
after the conversion; the objective of the conversion is to maintain the
existing underlying economics of the OCC Plan. The number of stock options and
related exercise prices on a converted basis will be based on the existing
number of options and existing exercise prices in relation to the initial public
offering price of the Common Stock. Assuming the Offering is priced at the
mid-point of the range (or $16.50 per share), the resulting exchange ratio is
3.125 to one. Accordingly, the existing 1,062,655 options outstanding under the
OCC Plan at May 31, 1998 would convert into 3,320,797 options outstanding under
the Plan, 1,629,641 of which would be immediately exercisable. The existing
exercise prices, currently ranging from $1.50 to $39.75, would convert into
exercise prices ranging from $0.48 to $12.72 per share for the options of the
Company.

F-5
<PAGE> 113

for Stock Issued to Employees" and the interpretations thereto ("APB 25").
ORBCOMM's employees will be treated as Company employees for the purposes of
applying these provisions of APB 25. The Company will also provide pro forma net
income and earnings per share disclosures for employee stock option grants using
a fair-value-based method as required by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation."

The following table presents information regarding the OCC Plan for the
last three years on an as converted basis, assuming the Offering is priced at
the mid-point of the range (or $16.50 per share):

<TABLE>
<CAPTION>
WEIGHTED OUTSTANDING
NUMBER OPTION PRICE AVERAGE AND
OF SHARES PER SHARE EXERCISE PRICE EXERCISABLE
--------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
OUTSTANDING AT DECEMBER 31, 1994........... 1,872,106 $0.48 -- $4.48 $1.80 933,303
Granted................................ -- -- --
Exercised.............................. (27,925) $0.48 -- $4.16 $1.24
Canceled or Expired.................... (138,244) $0.48 -- $4.16 $2.16
--------- -------------- -----
OUTSTANDING AT DECEMBER 31, 1995........... 1,705,938 $0.48 -- $4.48 $1.78 1,284,644
Granted................................ 482,813 $5.44 -- $8.00 $6.56
Exercised.............................. (210,219) $0.48 -- $4.16 $0.78
Canceled or Expired.................... (107,188) $0.48 -- $5.44 $4.42
--------- -------------- -----
OUTSTANDING AT DECEMBER 31, 1996........... 1,871,344 $0.48 -- $8.00 $3.01 1,230,947
Granted................................ 889,063 $8.48 $8.48
Exercised.............................. (65,313) $0.48 -- $8.00 $2.14
Canceled or Expired.................... (351,875) $0.48 -- $8.00 $4.76
--------- -------------- -----
OUTSTANDING AT DECEMBER 31, 1997........... 2,343,219 $0.48 -- $8.48 $4.87 1,299,388
========= ============== =====
</TABLE>

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------- ----------------------------
NUMBER WEIGHTED AVERAGE NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING WEIGHTED AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICES AT 12/31/97 CONTRACTUAL LIFE EXERCISE PRICE AT 12/31/97 EXERCISE PRICE
- --------------- ----------- ---------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$0.48 -- $1.28 817,313 4.82 years $0.76 817,313 $0.76
$1.68 -- $8.00 511,844 6.52 years $4.28 363,716 $3.77
$8.48 -- $8.48 1,014,063 9.36 years $8.48 118,359 $8.48
- -------------- --------- ---------- ----- --------- -----
$0.48 -- $8.48 2,343,219 7.16 years $4.87 1,299,388 $2.31
</TABLE>

F-6
<PAGE> 114

INDEPENDENT AUDITORS' REPORT

The Partners
ORBCOMM Global, L.P.:

We have audited the accompanying combined balance sheets of ORBCOMM Global,
L.P. ("ORBCOMM") (a development stage enterprise) as of December 31, 1997 and
1996, and the related combined statements of operations, partners' capital, and
cash flows for each of the years in the three-year period ended December 31,
1997, and for the period June 30, 1993 (date of inception) to December 31, 1997.
These combined financial statements are the responsibility of ORBCOMM's
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of ORBCOMM (a
development stage enterprise) as of December 31, 1997 and 1996, and the results
of its operations and its cash flows for each of the years in the three-year
period ended December 31, 1997, and for the period June 30, 1993 (date of
inception) to December 31, 1997, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP
Washington, DC
February 11, 1998

F-7
<PAGE> 115

ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

COMBINED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
---------------------- -----------
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 56,870 $ 16,106 $ 19,255
Investments............................................... 54,769 22,756 12,780
Other receivables......................................... 822 1,996 1,981
Inventory:
Subscriber units....................................... 1,751 1,827 2,394
Gateways............................................... 3,871 19,580 22,609
Prepaid contract costs.................................... 0 457 214
-------- -------- --------
Total Current Assets................................... 118,083 62,722 59,233
Investments................................................. 41,843 0 0
Other receivables........................................... 517 0 0
ORBCOMM System, net......................................... 170,034 263,379 280,916
Other assets, net........................................... 6,138 5,527 5,317
Investment in ORBCOMM Japan................................. 0 333 333
-------- -------- --------
TOTAL ASSETS........................................... $336,615 $331,961 $345,799
======== ======== ========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Current portion of long-term debt......................... $ 991 $ 1,087 $ 1,095
Accounts payable -- Orbital Sciences Corporation.......... 5,459 21,100 29,477
Other accounts payable and accrued liabilities............ 13,890 19,159 11,194
Deferred revenue.......................................... 6,147 13,270 17,646
-------- -------- --------
Total Current Liabilities.............................. 26,487 54,616 59,412
Long-term debt.............................................. 172,278 171,190 170,920
-------- -------- --------
Total Liabilities...................................... 198,765 225,806 230,332
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Teleglobe Mobile Partners................................. 73,544 57,696 62,352
Orbital Communications Corporation........................ 64,306 48,459 53,115
-------- -------- --------
Total Partners' capital................................ 137,850 106,155 115,467
-------- -------- --------
TOTAL LIABILITIES AND PARTNERS' CAPITAL........... $336,615 $331,961 $345,799
======== ======== ========
</TABLE>

See accompanying notes to the combined financial statements
F-8
<PAGE> 116

ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
ACCUMULATED
DURING
YEARS ENDED THREE MONTHS ENDED DEVELOPMENT
DECEMBER 31, MARCH 31, STAGE THROUGH
---------------------------- ------------------ MARCH 31,
1995 1996 1997 1997 1998 1998
------ -------- -------- ------- -------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Product sales.................................... $ 0 $ 237 $ 213 $ 117 $ 278 $ 728
Distribution fees................................ 900 100 0 0 0 1,000
Other............................................ 1,360 63 55 10 27 4,347
------ -------- -------- ------- -------- -------------
Total revenues................................. 2,260 400 268 127 305 6,075
EXPENSES:
Costs of product sales........................... 0 268 517 124 286 1,071
Depreciation..................................... 0 6,198 7,348 1,718 1,903 15,449
Engineering expenses............................. 0 5,453 8,160 1,580 2,654 16,267
Marketing expenses............................... 2,232 6,832 10,673 1,847 4,278 26,857
General, administrative and other expenses....... 50 4,777 9,722 1,305 2,090 16,648
------ -------- -------- ------- -------- -------------
Total expenses................................. 2,282 23,528 36,420 6,574 11,211 76,292
------ -------- -------- ------- -------- -------------
Loss from operations........................... (22) (23,128) (36,152) (6,447) (10,906) (70,217)
OTHER INCOME AND EXPENSES:
Interest income, net of interest expense of $0,
$307, $833, $206 and $210, respectively........ 59 3,554 4,545 2,016 218 8,376
------ -------- -------- ------- -------- -------------
NET INCOME (LOSS).................................. $ 37 $(19,574) $(31,607) $(4,431) $(10,688) $ (61,841)
====== ======== ======== ======= ======== =============
</TABLE>

See accompanying notes to the combined financial statements
F-9
<PAGE> 117

ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
CASH FLOWS
DURING
YEARS ENDED THREE MONTHS DEVELOPMENT
DECEMBER 31, MARCH 31, STAGE THROUGH
-------------------------------- ------------------- MARCH 31,
1995 1996 1997 1997 1998 1998
-------- --------- --------- -------- -------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $ 37 $ (19,574) $ (31,607) $ (4,431) $(10,688) $ (61,841)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH USED IN OPERATING ACTIVITIES:
Depreciation...................................... 0 6,198 7,348 1,718 1,903 15,449
Amortization of financing fees.................... 0 307 833 206 210 1,350
(Increase) decrease in other receivables.......... 0 (1,339) (657) (2,204) 15 (1,981)
Increase in inventory............................. (447) (5,175) (15,785) (2,976) (3,596) (25,003)
(Increase) decrease in deferred charges and other
prepaid contract costs.......................... 0 0 (457) 0 243 (214)
Increase (decrease) in accounts payable and
accrued liabilities............................. 226 8,985 20,910 (2,708) 412 40,671
Increase in deferred revenue...................... 100 6,047 7,123 0 4,376 17,646
-------- --------- --------- -------- -------- -------------
NET CASH USED IN OPERATING ACTIVITIES....... (84) (4,551) (12,292) (10,395) (7,125) (13,923)
-------- --------- --------- -------- -------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................. (38,343) (69,242) (100,693) (20,593) (19,440) (296,365)
Investment in ORBCOMM Japan....................... 0 0 (333) 0 0 (333)
Purchase of investments........................... 0 (136,532) (47,125) (23,533) (4,313) (187,970)
Proceeds from sale of investments................. 0 40,007 120,893 44,051 14,289 175,189
-------- --------- --------- -------- -------- -------------
NET CASH USED IN INVESTING ACTIVITIES....... (38,343) (165,767) (27,258) (75) (9,464) (309,479)
-------- --------- --------- -------- -------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of long-term debt...... 0 164,475 0 0 0 169,475
Repayment of long-term debt....................... (825) (906) (992) (240) (262) (2,985)
Partners' contributions........................... 38,065 62,733 0 0 20,000 179,820
Financing fees paid............................... (2,028) (919) (222) (215) 0 (3,653)
-------- --------- --------- -------- -------- -------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES................................ 35,212 225,383 (1,214) (455) 19,738 342,657
-------- --------- --------- -------- -------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS....................................... (3,215) 55,065 (40,764) (10,925) 3,149 19,255

CASH AND CASH EQUIVALENTS:
Beginning of period............................... 5,020 1,805 56,870 56,870 16,106 --
-------- --------- --------- -------- -------- -------------

CASH AND CASH EQUIVALENTS:
End of period..................................... $ 1,805 $ 56,870 $ 16,106 $ 45,945 $ 19,255 $ 19,255
======== ========= ========= ======== ======== =============
</TABLE>

See accompanying notes to the combined financial statements
F-10
<PAGE> 118

ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

COMBINED STATEMENTS OF PARTNERS' CAPITAL
(IN THOUSANDS)

<TABLE>
<CAPTION>
TELEGLOBE ORBITAL
MOBILE COMMUNICATIONS
PARTNERS CORPORATION TOTAL
--------- -------------- --------
<S> <C> <C> <C>
Capital contributions................................. $ 10,004 $ 38,165 $ 48,169
Net income (loss)..................................... 0 0 0
Financing fees........................................ (242) (242) (484)
-------- -------- --------
PARTNERS' CAPITAL, DECEMBER 31, 1993.................... 9,762 37,923 47,685
Capital contributions................................. 0 10,853 10,853
Net loss.............................................. (4) (5) (9)
-------- -------- --------
PARTNERS' CAPITAL, DECEMBER 31, 1994.................... 9,758 48,771 58,529
Capital contributions................................. 24,750 13,315 38,065
Net income............................................ 18 19 37
Financing fees........................................ (1,014) (1,014) (2,028)
-------- -------- --------
PARTNERS' CAPITAL, DECEMBER 31, 1995.................... 33,512 61,091 94,603
Capital contributions................................. 49,775 12,958 62,733
Net loss.............................................. (9,787) (9,787) (19,574)
Unrealized gains on investments, net.................. 44 44 88
-------- -------- --------
PARTNERS' CAPITAL, DECEMBER 31, 1996.................... 73,544 64,306 137,850
Net loss.............................................. (15,804) (15,803) (31,607)
Unrealized losses on investments, net................. (44) (44) (88)
-------- -------- --------
PARTNERS' CAPITAL, DECEMBER 31, 1997.................... 57,696 48,459 106,155
Capital contributions................................. 10,000 10,000 20,000
Net loss.............................................. (5,344) (5,344) (10,688)
-------- -------- --------
PARTNERS' CAPITAL, MARCH 31, 1998 (UNAUDITED)........... $ 62,352 $ 53,115 $115,467
======== ======== ========
</TABLE>

See accompanying notes to the combined financial statements
F-11
<PAGE> 119

ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) NATURE OF OPERATIONS

Organization and Basis of Presentation

In 1993, Orbital Communications Corporation ("OCC"), a majority-owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. ("ORBCOMM"), a
Delaware limited partnership. OCC and Teleglobe Mobile each holds a 50%
partnership interest in ORBCOMM, with the result that the approval of both OCC
and Teleglobe Mobile is generally necessary for ORBCOMM to act.

OCC and Teleglobe Mobile also formed two marketing partnerships, ORBCOMM
USA, L.P. ("ORBCOMM USA") and ORBCOMM International Partners, L.P. ("ORBCOMM
International"), to market services using the ORBCOMM low-Earth orbit satellite
communications system (the "ORBCOMM System") in the United States and
internationally, respectively. In 1995, ORBCOMM became a 98% general partner in
ORBCOMM USA, reducing OCC's direct partnership interest to 2% and eliminating
Teleglobe Mobile's direct partnership interest entirely. Simultaneously, ORBCOMM
became a 98% general partner in ORBCOMM International, reducing Teleglobe
Mobile's direct partnership interest to 2% and eliminating OCC's direct
partnership interest entirely. The combination of ORBCOMM USA and ORBCOMM
International with ORBCOMM will occur upon consummation of the Offering.

ORBCOMM is in its development stage, devoting substantially all of its
efforts to establishing a new data and messaging communications business. The
accompanying combined financial statements have been prepared for purposes of
depicting the combined financial position and results of operations of ORBCOMM,
ORBCOMM USA, and ORBCOMM International on a historical basis. All significant
inter-company transactions, balances and profits have been eliminated in
combination. The accompanying combined financial statements have been prepared
on the accrual basis of accounting in conformity with generally accepted
accounting principles in the United States. ORBCOMM, ORBCOMM USA and ORBCOMM
International are collectively hereafter referred to as ORBCOMM ("ORBCOMM").

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the combined
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

The ORBCOMM System Description

ORBCOMM was created for the design, development, construction, integration,
testing and operation of the ORBCOMM System. The space segment will consist of a
constellation of up to 36 satellites. At December 31, 1997, one plane of two
satellites and one plane of eight satellites were in orbit. The ground and
control segment consists of gateways strategically located throughout the world
and the facilities to monitor and manage all network elements to ensure
continuous, consistent operations in the provision of quality service. In
addition, ORBCOMM operates a network control center, which is designed to
support the full constellation of ORBCOMM System satellites. The subscriber
segment consists of various models of subscriber units, some of which are
intended for general use, and some of which are designed to support specific
applications.

F-12
<PAGE> 120
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(1) NATURE OF OPERATIONS -- (CONTINUED)
Regulatory Status

Construction and operation of communications satellites in the United
States requires licenses from the Federal Communications Commission (the "FCC").
OCC has been granted full operational authority for the ORBCOMM System by the
FCC. Similar licenses are required from foreign regulatory authorities to permit
ORBCOMM System services to be offered outside the United States. Primary
responsibility for obtaining licenses outside the United States will reside with
entities who become international licensees.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Depreciation and Recoverability of Long-Lived Assets

ORBCOMM depreciates its operational assets over the estimated economic
useful life using the straight-line method as follows:

<TABLE>
<S> <C>
Space Segment Assets: 8 years (4 for initial two satellites)
Ground Segment Assets: 10 years
Furniture and Equipment: 3 to 10 years
</TABLE>

The ORBCOMM System, which includes the worldwide network control center
(including the satellite management system), the U.S. Gateway and two
satellites, was placed into service at the beginning of 1996, at which time
ORBCOMM began depreciating those assets.

ORBCOMM capitalizes the costs of constructing the ORBCOMM System, including
the costs of purchasing the space segment (satellites and launch vehicles) and
the costs of constructing the ground segment. Capitalized costs generally
include direct engineering and construction costs, certain allocated indirect
costs and interest costs, and exclude general and administrative and research
and development costs. Depreciation of capitalized costs begins when the ORBCOMM
System (or any portion thereof) is placed in commercial service.

Losses from unsuccessful launches or complete in-orbit failures of
ORBCOMM's satellites, net of insurance proceeds, will be recorded in the period
when the loss occurs. Partial in-orbit failures of satellites will be evaluated
in accordance with ORBCOMM's policy regarding impairment of long-lived assets.
ORBCOMM's policy is to review its long-lived assets, including its satellite
systems, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. ORBCOMM recognizes
impairment losses when the sum of the expected future cash flows is less than
the carrying amount of the assets. Given the inherent technical and commercial
risks within the space communications industry, it is possible that ORBCOMM's
current estimate for recovery of the carrying amount of its assets may change.

Income Taxes

As a partnership, Federal and state income taxes are the direct
responsibility of each partner. Accordingly, no income taxes have been recorded
within the accompanying combined financial statements.

Cash and Cash Equivalents

ORBCOMM considers all highly liquid investments with maturities of three
months or less to be cash equivalents.

F-13
<PAGE> 121
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Investments

ORBCOMM maintains two investment portfolios characterized by management's
intentions as to future investment activity. Investments classified as
"held-to-maturity" are not intended to be sold prior to maturity and are carried
at cost. Investments not intended to be held until maturity or traded to
capitalized on market gains are classified as "available-for-sale" and are
carried at fair value with temporary unrealized gains (losses) charged directly
to partners' capital. Investments maturing after one year are classified as
long-term investments. ORBCOMM uses the average cost method in determining the
basis of investments sold when computing realized gains (losses).

Inventory

Inventory is stated at the lower of cost, determined on the specific
identification basis, or market and represents subscriber units available for
sale to customers. Also included in inventory is work-in-process for the
construction of gateway Earth stations for sale to international licensees.

Fair Value of Financial Instruments

The carrying value of ORBCOMM's cash and cash equivalents, receivables, and
accounts payables approximates fair value since all such instruments are
short-term in nature. The fair value of ORBCOMM's long-term debt is determined
based on quoted market rates. At December 31, 1996 and 1997, the fair value of
the long-term debt approximated market value.

ORBCOMM System Under Construction

During the construction of the ORBCOMM System, ORBCOMM is capitalizing
substantially all construction costs. ORBCOMM also is capitalizing a portion of
the engineering direct labor costs that relate to hardware and system design
development and coding of the software products that enhance the operation of
the ORBCOMM System. As of December 31, 1996 and 1997, $1,244,000 and $4,641,000,
respectively, of such costs have been capitalized, (none as of December 31,
1995). Interest expenses of $426,000, $10,030,000 and $24,060,000 have been
capitalized as a part of the historical cost of the ORBCOMM System for the years
ended December 31, 1995, 1996 and 1997, respectively.

Partners' Capital

In accordance with the Partnership Agreement, Teleglobe Mobile and OCC are
both general and limited partners in ORBCOMM. Therefore, limited and general
partner accounts are combined into one single capital account and presented as
such in the combined balance sheets and combined statements of partners'
capital.

Revenue Recognition

Revenues are generally recognized when products are shipped or when
customers have accepted the products, depending on contractual terms. Service
revenues are generally recognized as such services are rendered. Distribution
fees and license fees from service license or similar agreements are recognized
ratably over the term of the agreements, or when ORBCOMM's obligations under the
agreements are substantially completed.

F-14
<PAGE> 122
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Unaudited Interim Information

The unaudited interim information for the three months ended March 31, 1997
and 1998, has been prepared in accordance with generally accepted accounting
principles for interim financial information and with instructions to Article 10
of Regulation S-X. In the opinion of management, such information contains all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair presentation of such periods. The operating results for the
three months ended March 31, 1998, are not necessarily indicative of the results
that may be expected for the year ending December 31, 1998.

Reclassification of Prior Years Balances

Certain amounts in the prior years combined financial statements have been
reclassified to conform with the current year presentation.

(3) INVESTMENTS

Included in cash and cash equivalents is $54,527,000 and $5,420,000 of
commercial paper as of December 31, 1996 and 1997, respectively. The fair value
of the commercial paper approximates carrying value.

The following table sets forth the aggregate costs and fair values and
gross unrealized gains (losses) of available-for-sale investments as of December
31, 1996 and 1997:

<TABLE>
<CAPTION>
DECEMBER 31, 1996 DECEMBER 31, 1997
(IN THOUSANDS) (IN THOUSANDS)
--------------------------------- --------------------------------
UNREALIZED UNREALIZED
GAINS GAINS
COST (LOSSES) FAIR VALUE COST (LOSSES) FAIR VALUE
------- ---------- ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
SHORT-TERM
- ----------
U.S. Treasury Notes.......................... $21,152 $ 54 $ 21,206 $ 0 $ 0 $ 0
Commercial Paper............................. 10,229 (2) 10,227 1,278 0 1,278
------- ---------- ---------- ------ ---------- ----------
Total short-term investments............... 31,381 52 31,433 1,278 0 1,278
------- ---------- ---------- ------ ---------- ----------
LONG-TERM
- ---------
U.S. Treasury Notes, maturing 2-5 years...... 20,329 36 20,365 0 0 0
------- ---------- ---------- ------ ---------- ----------
Total available-for-sale investments....... $51,710 $ 88 $ 51,798 $1,278 $ 0 $ 1,278
======= ========== ========== ====== ========== ==========
</TABLE>

The following table sets forth aggregate cost and fair values of
held-to-maturity investments as of December 31, 1996 and 1997:

<TABLE>
<CAPTION>
DECEMBER 31, 1996 DECEMBER 31, 1997
(IN THOUSANDS) (IN THOUSANDS)
--------------------------------- ---------------------------------
UNREALIZED UNREALIZED
COST GAINS FAIR VALUE COST GAINS FAIR VALUE
------- ---------- ---------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
SHORT-TERM
- ----------
U.S. Treasury Notes......................... $23,336 $ 525 $ 23,861 $21,478 $ 1,841 $ 23,319
LONG-TERM
- ---------
U.S. Treasury Notes, maturing 2-5 years..... 21,478 542 22,020 0 0 0
------- ---------- ---------- ------- ---------- ----------
Total held-to-maturity investments........ $44,814 $ 1,067 $ 45,881 $21,478 $ 1,841 $ 23,319
======= ========== ========== ======= ========== ==========
</TABLE>

Unrealized gains on held-to-maturity investments represent accrued interest
income as of December 31, 1996 and 1997, respectively.

F-15
<PAGE> 123
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(4) RELATED PARTY TRANSACTIONS

ORBCOMM paid Orbital approximately $38,000,000, $56,177,000 and $41,843,000
for the periods ended December 31, 1995, 1996 and 1997, respectively. Payments
were made for work performed pursuant to the ORBCOMM System Design, Development,
and Operations Agreement, the ORBCOMM System Procurement Agreement and the
Administrative Services Agreement (for provision of ongoing support to ORBCOMM).

In 1995, pursuant to the terms of the ORBCOMM System Design, Development
and Operations Agreement, ORBCOMM reimbursed OCC $1,375,000 for costs previously
incurred in obtaining the FCC License and other related costs. ORBCOMM
capitalized such costs as part of the ORBCOMM System.

(5) ORBCOMM SYSTEM

ORBCOMM System is composed of the following assets:

<TABLE>
<CAPTION>
DECEMBER 31,
(IN THOUSANDS)
--------------------
1996 1997
-------- --------
<S> <C> <C>
Space segment.......................................... $142,678 $234,110
Ground segment......................................... 33,554 42,815
-------- --------
Total.................................................. 176,232 276,925
Less accumulated depreciation.......................... (6,198) (13,546)
-------- --------
Total, net of depreciation............................. $170,034 $263,379
======== ========
</TABLE>

(6) COMMITMENTS AND CONTINGENCIES

Long-Term Debt

In August 1996, ORBCOMM and ORBCOMM Global Capital Corp. issued
$170,000,000 of Senior Notes due 2004 with Revenue Participation Interest (the
"Old Notes"). All the Old Notes were exchanged for an equal principal amount of
registered 14% Series B Senior Notes due 2004 with Revenue Participation
Interest (the "Notes"). The Notes are fully and unconditionally guaranteed on a
joint and several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM
International, except that the guarantees are non-recourse to the shareholders
and/or partners of the guarantors, limited only to the extent necessary for each
such guarantee not to constitute a fraudulent conveyance under applicable law.

On the closing of the offering of the Old Notes, ORBCOMM used $44,800,000
of the net proceeds from the sale of the Old Notes to purchase a portfolio of
U.S. Government securities to provide for payment in full of interest on the Old
Notes and Notes through August 15, 1998. Of this investment portfolio,
$23,300,000 was used to pay interest that was due on the Notes on February 15,
and August 15, 1997.

ORBCOMM also has a $5,000,000 secured note with a financial institution of
which $2,277,000 is outstanding. The note bears interest at 9.2% per annum and
is due in monthly principal and interest installments of $104,000 through
December 1999. The note is secured by equipment located at certain of the U.S.
gateway Earth stations and the network control center, and is guaranteed by
Orbital. A portion of the net proceeds from the offering of the Old Notes,
sufficient to pay when due all remaining interest and principal payments on this
note, was deposited into a segregated account.

F-16
<PAGE> 124
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(6) COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
System Procurement Agreement

Pursuant to the System Procurement Agreement with Orbital, ORBCOMM's
remaining obligations to purchase satellites, launch services and ground system,
is approximately $49,600,000 over the next two years.

Construction of Gateways

In October 1996, ORBCOMM entered into agreements with certain manufacturers
for the construction of twenty gateways scheduled for delivery over the next two
years, with the first installations occurring during the first quarter 1998. As
of December 31, 1996 and 1997, ORBCOMM had $3,871,000 and $19,580,000,
respectively, of prepaid contract costs of which $3,547,000 and $11,016,000,
respectively, represent advance payments to those manufacturers. Total
commitments under these manufacturing agreements approximate $18,000,000.
Included in inventory-gateways is a portion of the engineering direct labor
costs that are specifically related to the construction of gateways. At December
31, 1997, $1,609,000 of such costs had been included in inventory-gateways (none
at December 31, 1996).

Lease Commitments

In November 1997, ORBCOMM entered into a five-year operating lease
agreement for approximately 46,000 square feet of additional office space.
ORBCOMM has an option to renew the lease for another five-year period
immediately upon the expiration of the original operating lease. Rental expense
for 1995, 1996 and 1997 amounted to $48,000, $393,000 and $825,000,
respectively, which was paid to Orbital as part of the Administrative Services
Agreement. Rental expense to third parties amounted to $126,000 in 1997. The
future minimum rental payments under non-cancelable operating leases are as
follows:

<TABLE>
<CAPTION>
PERIODS IN THOUSANDS
------- ------------
<S> <C>
1998........................................................ $ 978
1999........................................................ 1,007
2000........................................................ 1,038
2001........................................................ 1,062
2002........................................................ 1,094
Thereafter.................................................. 0
------
Total minimum lease commitments........................... $5,179
======
</TABLE>

(7) SERVICE LICENSE OR SIMILAR AGREEMENTS

ORBCOMM has signed twelve service license or similar agreements with
international licensees, ten of which have associated gateway procurement
contracts and software license agreements. The service license or similar
agreements authorize the international licensees to use the ORBCOMM System to
provide two-way data and message communications services. As of December 31,
1996 and 1997, $6,147,000 and $13,270,000, respectively, had been received under
these agreements and recorded as deferred revenue. ORBCOMM is obligated to ship
ten gateways under certain of these agreements (see note 6).

(8) STOCK OPTION PLAN

ORBCOMM's officers, employees and partner representatives are, at times,
granted stock options pursuant to the Orbital Communications Corporation 1992
Stock Option Plan (the "Stock Option Plan"). Certain provisions of the Amended
and Restated Agreement of Limited Partnership of ORBCOMM Global,

F-17
<PAGE> 125
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(8) STOCK OPTION PLAN -- (CONTINUED)

L.P. (the "Partnership Agreement") require ORBCOMM to reimburse OCC for OCC's
repurchase of shares of OCC common stock acquired pursuant to the Stock Option
Plan. During 1996 and 1997, ORBCOMM reimbursed OCC approximately $1,100,000 and
$598,000, respectively, under the Stock Option Plan (none in 1995). In 1996,
Orbital contributed approximately $100,000 to OCC to repurchase such shares
(none in 1995 and 1997).

The conversion does not establish a new measurement date for the options.
Accordingly, the Company will not record any compensation expense related to the
conversion. After such conversion, the Company will account for the Plan
pursuant to the provisions of Accounting Principles Board's Opinion No. 25,
"Accounting for Stock Issued to Employees" and the interpretations thereto ("APB
25"). ORBCOMM's employees will be treated as Company employees for the purposes
of applying these provisions of APB 25. The Company will also provide pro forma
net income and earnings per share disclosures for employee stock option grants
using a fair-value-based method as required by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation."

The Stock Option Plan provides for grants of incentive and non-qualified
stock options to purchase OCC common stock to officers and employees of OCC and
certain of its affiliates. Under the terms of the Stock Option Plan, incentive
stock options may not be granted at less than 100% of the fair market value at
the date of grant and non-qualified options may not be granted at less than 85%
of the fair market value of OCC common stock at the date of grant as determined
by a committee consisting of two members of the board of directors of OCC in
consultation with two individuals appointed by Teleglobe Mobile. The options
vest at a rate set forth in each individual option agreement, generally in
one-fourth increments over a four-year period.

Certain provisions of the Stock Option Plan require OCC to repurchase, with
cash or promissory notes, the common stock acquired pursuant to the options. The
total amount of cash that may be used for stock repurchases and promissory note
repayments is restricted to $1,000,000 per year, in accordance with the terms of
the Notes. During 1997 and 1996, OCC paid $829,000 and $1,000,000 in cash and
issued $331,000 and $166,000 in promissory notes to repurchase 43,800 and 47,760
shares of common stock, respectively. The 1996 promissory notes were repaid in
1997. These repurchases were funded by (i) reimbursements from

F-18
<PAGE> 126
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(8) STOCK OPTION PLAN -- (CONTINUED)

ORBCOMM pursuant to the terms of the Partnership Agreement ($598,000 in 1997 and
$1,100,000 in 1996) and (ii) contributions from Orbital.

The following tables summarize information regarding the options under the
Stock Option Plan for the last three years:

<TABLE>
<CAPTION>
WEIGHTED OUTSTANDING
NUMBER OPTION PRICE AVERAGE AND
OF SHARES PER SHARE EXERCISE PRICE EXERCISABLE
--------- --------------- -------------- -----------
<S> <C> <C> <C> <C>
OUTSTANDING AT DECEMBER 31, 1994............................ 599,074 $ 1.50 -- $14.00 $ 5.64 298,657
Granted................................................... 0 -- --
Exercised................................................. (8,936) $ 1.50 -- $13.00 $ 3.87
Canceled or Expired....................................... (44,238) $ 1.50 -- $13.00 $ 6.74
-------- ---------------- ------
OUTSTANDING AT DECEMBER 31, 1995............................ 545,900 $ 1.50 -- $14.00 $ 5.56 411,086
Granted................................................... 154,500 $17.00 -- $25.00 $20.50
Exercised................................................. (67,270) $ 1.50 -- $13.00 $ 2.43
Canceled or Expired....................................... (34,300) $ 1.50 -- $17.00 $13.81
-------- ---------------- ------
OUTSTANDING AT DECEMBER 31, 1996............................ 598,830 $ 1.50 -- $25.00 $ 9.40 393,903
Granted................................................... 284,500 $26.50 $26.50
Exercised................................................. (20,900) $ 1.50 -- $25.00 $ 6.68
Canceled or Expired....................................... (112,600) $ 1.50 -- $25.00 $14.86
-------- ---------------- ------
OUTSTANDING AT DECEMBER 31, 1997............................ 749,830 $ 1.50 -- $26.50 $15.22 415,804
======== ================ ======
</TABLE>

<TABLE>
<CAPTION>
NUMBER WEIGHTED AVERAGE NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING WEIGHTED AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICES AT 12/31/97 CONTRACTUAL LIFE EXERCISE PRICE AT 12/31/97 EXERCISE PRICE
- --------------- ----------- ---------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C>
$ 1.50 -- $ 4.00 261,540 4.82 years $ 2.37 261,540 $ 2.38
$ 5.25 -- $25.00 163,790 6.52 years $13.39 116,389 $11.79
$26.50 -- $26.50 324,500 9.36 years $26.50 37,875 $26.50
----------------------- ------- ---------- ------ ------- ------
$ 1.50 -- $26.50 749,830 7.16 years $15.22 415,804 $ 7.21
</TABLE>

(9) STOCK BASED COMPENSATION

ORBCOMM uses the Black-Scholes option-pricing model to determine the pro
forma impact to its net income (loss). The model utilizes certain information,
such as the interest rate on a risk-free security maturing generally at the same
time as the option being valued, and requires certain assumptions, such as the
expected amount of time an option will be outstanding until it is exercised or
it expires, to calculate the weighted-average fair value per share of stock
options granted. This information and the assumptions used in the option pricing
model for 1997 and 1996 respectively, are as follows: volatility, 30% and 30%;
dividend yield, zero percent and zero percent; risk free interest rate, 6.1% and
5.6%; average expected life, 4.5 and 4.5 years; additional shares available,
48,878 and 20,778; and weighted-average exercise price per option grant, $26.50
and $20.50. The majority of these assumptions were not applicable for 1995.

Had ORBCOMM determined compensation cost based on the fair value at the
grant date for its stock options in accordance with the fair value method
proscribed by Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," its net loss would have been $32,289,000 and
$19,995,000 for the years ended December 31, 1997 and 1996, respectively. Pro
forma net loss reflects only

F-19
<PAGE> 127
ORBCOMM GLOBAL, L.P.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(9) STOCK BASED COMPENSATION -- (CONTINUED)

options granted in 1997, 1996, and 1995, and therefore, may not be
representative of the effects for future periods.

(10) EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE INDEPENDENT
AUDITOR

ORBCOMM USA and ORBCOMM International are to be dissolved on consummation
of the Offering as a result of the contribution by OCC of its 2% direct
partnership interest in ORBCOMM USA, and the contribution by Teleglobe Mobile of
its 2% direct partnership interest in ORBCOMM International to ORBCOMM. Such
contributions will result in ORBCOMM becoming the sole general and limited
partner of each ORBCOMM USA and ORBCOMM International, causing the dissolution
of such partnerships. As a result, ORBCOMM USA and ORBCOMM International will
not continue to be guarantors of the Notes described in note 6.

In February 1998, two additional satellites for the ORBCOMM constellation
were successfully launched and have been placed in a high inclination orbit
using Orbital's Taurus(R) launch vehicle.

As of March 31, 1998, OCC and Teleglobe Mobile each paid to the Company an
additional $10,000,000 in capital contributions in accordance with the terms of
the Indenture governing the Notes.

In March 1998, ORBCOMM agreed to pay Magellan, a controlled subsidiary of
Orbital, a subsidy for each subscriber unit sold by Magellan through March 31,
1999, up to a maximum of $2,400,000. Such subsidies will be expensed by ORBCOMM
as incurred; no such subsidies were incurred through March 31, 1998.

Additionally, subsequent to March 31, 1998, ORBCOMM committed to purchase
$6,200,000 of subscriber units (approximately 17,000 units) from certain other
manufacturers to accelerate initial sales by VARs, Internal VARs and
International Licensees. ORBCOMM will initially hold the subscriber units in
inventory at the lower of cost (i.e., the price paid by ORBCOMM) or market
value, and will directly market and sell these units to VARs, Internal VARs and
International Licensees, at which time revenue will be recognized (with respect
to sales to VARs and International Licensees only). None of these units were
included in inventory at March 31, 1998.

F-20
<PAGE> 128

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying unaudited pro forma condensed financial statements give
effect to: (i) the issuance and sale by the Company of 6,000,000 shares of
Common Stock in the Offering, and the receipt of the estimated net proceeds
thereof; (ii) the issuance and sale by ORBCOMM of 6,000,000 Partnership Units
representing approximately 15.4% of the outstanding Partnership Units of ORBCOMM
to the Company in exchange for the net proceeds of the Offering; and (iii) the
Company's recognition of its proportionate share of ORBCOMM's combined net
income or loss using the equity method of accounting.

The pro forma adjustments are reflective as of March 31, 1998, in the case
of the unaudited pro forma condensed balance sheet and as of January 1, 1997, in
the case of the unaudited pro forma condensed statement of operations for the
year ended December 31, 1997 and in the case of the unaudited pro forma
condensed statement of operations for the three months ended March 31, 1998.

The unaudited pro forma condensed financial statements have been prepared
by the Company's management and should be read in conjunction with the
historical combined financial statements of the Company and the related notes
thereto. The unaudited pro forma condensed statements of operations are not
necessarily indicative of the results of operations that may have actually
occurred had the transactions taken place on January 1, 1997 or of the future
results of the Company.

F-21
<PAGE> 129

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMPANY PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
ASSET
Investment in ORBCOMM Global, L.P........................... $ -- $ 83,487 $ 83,487
-------- -------- --------
TOTAL ASSET............................................ $ -- $ 83,487 $ 83,487
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities................................................. $ -- $ -- $ --
Stockholders' equity........................................ -- 83,487 83,487
-------- -------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $ -- $ 83,487 $ 83,487
======== ======== ========
</TABLE>

See accompanying notes to unaudited pro forma condensed financial statements
F-22
<PAGE> 130

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMPANY PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Equity in losses of ORBCOMM Global, L.P..................... $ -- $ (1,646) $ (1,646)
---------- ----------- ---------
TOTAL LOSS............................................. $ -- $ (1,646) $ (1,646)
========== =========== =========
Loss per common share....................................... $ -- $ (.27)
========== =========
Weighted average shares of common stock..................... -- 6,000
========== =========
</TABLE>

See accompanying notes to unaudited pro forma condensed financial statements
F-23
<PAGE> 131

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMPANY PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Equity in losses of ORBCOMM Global, L.P..................... $ -- (4,867) (4,867)
------- ------- -------
TOTAL LOSS............................................. $ -- $(4,867) $(4,867)
======= ======= =======
Loss per common share....................................... $ -- $ (.81)
======= ======= =======
Weighted average shares of common stock..................... -- 6,000
======= ======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed financial statements
F-24
<PAGE> 132

ORBCOMM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

1. COMPANY HISTORICAL

The historical balances of the Company represent the financial position and
results of operations as of December 31, 1997 and for the three months ended
March 31, 1998 as if the Company was in existence during these periods. The
Company was formed on March 23, 1998.

2. PRO FORMA ADJUSTMENTS

The following pro forma adjustments are reflective as of March 31, 1998, in
the case of the unaudited pro forma condensed balance sheet and as of January 1,
1997, in the case of the unaudited pro forma condensed statement of operations
for the year ended December 31, 1997 and in the case of the unaudited pro forma
condensed statement of operations for the three months ended March 31, 1998.

(A) The issuance and sale by the Company of 6,000,000 shares of Common
Stock in the Offering.

(B) The issuance and sale by ORBCOMM of 6,000,000 Partnership Units to the
Company in exchange for the net proceeds of the Offering.

F-25
<PAGE> 133

GLOSSARY OF TECHNICAL TERMS

BAND -- a range of frequencies in the radio spectrum.

BANDWIDTH -- the range of frequencies, expressed in Hertz (Hz), that can pass
over a given transmission channel. The bandwidth determines the rate at which
information can be transmitted through the circuit. The greater the bandwidth,
the more information can be sent through the circuit in a given amount of time
at a given accuracy level.

BIG LEO -- a network of LEO satellites operating above 1 GHz, such as the
Iridium or Globalstar systems, which are designed to provide voice and data
services to portable or fixed receivers globally.

DCAAS (DYNAMIC CHANNEL ACTIVITY ASSIGNMENT SYSTEM) -- an interference avoidance
technique system developed by OCC and enhanced by ORBCOMM to avoid interfering
with other users in the band in which the ORBCOMM system is designed to operate.

EARTH STATION -- the antennae, receivers, transmitters and other equipment
needed on the ground to transmit and receive and process satellite
communications signals.

FCC LICENSES -- the Original FCC License and the Supplemental FCC License
together.

GATEWAY -- the facilities consisting of Gateway Earth Stations and a Gateway
Control Center, which includes computers, displays, control consoles,
communications equipment and other hardware that transport and control the flow
of data and messaging communications and other information for the ORBCOMM
system.

GATEWAY CONTROL CENTER -- the facilities consisting of a Gateway message
switching system, which processes the message traffic and provides the
interconnection to the terrestrial networks and a Gateway management system
which manages the Gateway elements.

GATEWAY EARTH STATION -- the facilities composed of two radomes, with enclosed
VHF tracking antennae, one of which is redundant, and associated pedestal,
controller and radio equipment.

GEO (GEOSYNCHRONOUS OR GEOSTATIONARY ORBIT) -- an orbit directly over the
equator, approximately 22,300 nautical miles above the Earth.

GEO SATELLITE (GEOSYNCHRONOUS OR GEOSTATIONARY SATELLITE) -- a satellite in an
orbit located directly over the equator, approximately 22,300 nautical miles
above the Earth. When positioned in this orbit above the equator, a satellite
appears to hover over the same spot on the Earth because it is moving at a rate
that matches the speed of the Earth's rotation on its axis.

GEO SYSTEM -- a constellation of multiple GEO satellites.

GHZ (GIGAHERTZ) -- a measure of radio frequency equal to one billion cycles per
second.

GPS (GLOBAL POSITIONING SYSTEM) -- a network of satellites that provides precise
location determination to receivers. Portable or vehicle-mounted GPS devices
receive signals from the satellites and calculate the user's position to within
100 yards for civilian purposes and more precisely for the military.

INTERNATIONAL TABLE OF FREQUENCY ALLOCATIONS (INTERNATIONAL TABLE)
-- identifies radio frequency segments that have been designated for specific
radio services by the member nations of the ITU.

ITU (INTERNATIONAL TELECOMMUNICATION UNION) -- the telecommunications agency of
the United Nations, established to provide standardized communications
procedures and practices including frequency allocation and radio regulations on
a worldwide basis.

KBPS -- thousands of bits per second. The rate at which digital data are
transmitted over a communications path.

KHZ (KILOHERTZ) -- a measure of radio frequency equal to one thousand cycles per
second.

LEO (LOW-EARTH ORBIT) -- an orbit located approximately 800 kilometers above the
Earth.

LEO SATELLITE -- a satellite in an orbit located approximately 800 kilometers
above the Earth.
G-1
<PAGE> 134

LEO SYSTEM -- a constellation of multiple LEO satellites. LEO systems may be of
two types, Little LEOs and Big LEOs.

LHCP (LEFT-HAND CIRCULAR POLARIZATION) -- an elliptically or circularly
polarized wave in which the electric field vector, observed in the fixed plane,
normal to the direction of propagation, while looking in the direction of
propagation, rotates with time in a left-hand or counter clockwise direction.

LITTLE LEO -- a network of LEO satellites operating below 1 GHz, such as the
ORBCOMM system, which are designed to provide non-voice, data and messaging
services globally.

MEO (MEDIUM-EARTH ORBIT) -- an orbit located between 2,000 and 18,000 miles
above the Earth.

MHZ (MEGAHERTZ) -- a measure of radio frequency equal to one million cycles per
second.

MICROSTAR(TM) -- a satellite designed and manufactured by Orbital for use in
the ORBCOMM system and for a variety of small space science and satellite
imagery projects.

MSS (MOBILE SATELLITE SERVICES) -- a generic term meaning an ITU-defined service
that uses satellites to deliver communications services (voice or data, one- or
two-way) to mobile users such as cars, trucks, ships and planes.

NETWORK CONTROL CENTER -- the facility that houses the control segments of the
ORBCOMM system. ORBCOMM's Network Control Center is located at Orbital's Dulles,
Virginia headquarters.

NVNG (NON-VOICE, NON-GEOSTATIONARY) -- LEO satellites operating below 1 GHz,
such as the ORBCOMM system, providing non-voice services and designed to provide
global data and messaging communications services.

ORIGINAL FCC LICENSE -- the FCC authorization granted to OCC on October 20, 1994
to construct, launch and operate 36 LEO satellites for the purpose of providing
two-way data and messaging communications and position determination services in
the United States.

SATELLITE CONTROL CENTER -- the facilities that process and display the
telemetry data for the ORBCOMM satellites, monitor the operational status of
such satellites and control the operation of the satellites power subsystems,
altitude control subsystems and all other subsystems.

SPECTRUM -- consists of all the radio frequencies that are used for radio
communications.

SUPPLEMENTAL FCC LICENSE -- the FCC authorization granted to OCC on March 31,
1998 to, among other things, construct, launch and operate an additional 12 LEO
satellites for the purpose of providing two-way data and messaging
communications and position determination services in the United States.

TDMA (TIME DIVISION MULTIPLE ACCESS) -- a digital method of multiplexing that
combines a number of signals through a common point by organizing them
sequentially and transmitting each in bursts at different instants of time.
Communicating devices at different geographical locations share a multipoint or
broadcast channel by means of a technique that allocates different time slots to
different users.

TEMPERATE ZONES -- the two zones of the earth (the Northern Temperate Zone and
the Southern Temperate Zone) between 25 degrees and 55 degrees latitudes.

TRANSIT BAND -- that portion of the radio spectrum between 149.9-150.05 MHz and
399.9-400.050 MHz allocated for radio-navigation satellite service downlink
transmissions. The Transit Band currently is occupied by the U.S. Navy Transit
System and a similar Russian system.

UHF -- ultra high frequency. The portion of the electromagnetic spectrum with
frequencies between 300 MHz and 3 GHz.

U.S. GATEWAY EARTH STATION -- any or one of the four Earth stations constructed
pursuant to the System Agreement or the Procurement Agreement located in St.
Johns, Arizona; Ocilla, Georgia; Arcade, New York and East Wenatchee,
Washington.

VHF -- very high frequency. The portion of the electromagnetic spectrum with
frequencies between 30 and 300 MHz.

G-2
<PAGE> 135

WARC-92 (WORLD ADMINISTRATIVE RADIO CONFERENCE) -- an ITU conference held in
1992 for adopting international allocations for radio frequencies and satellite
orbit locations, which has been succeeded by the World Radiocommunication
Conference.

WRC (WORLD RADIOCOMMUNICATION CONFERENCE) -- the successor to the WARC-92.

WRC-95 -- the WRC held in 1995.

WRC-97 -- the WRC held in 1997.

G-3
<PAGE> 136

"ORBCOMM is the first Little LEO system to market."

[The above text is superimposed over a picture that appears in the upper half of
the page of an individual, with an image of an ORBCOMM satellite appearing in
the sky over his head. The individual is shown speaking the line appearing in
quotation marks above.]

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

Caterpillar is testing a heavy equipment tracking
and engine monitoring system.* [Text is followed by
a picture of a tractor.]

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

The US Army in testing a military vehicle tracking
system.* [Text is followed by a picture of military
vehicles.]

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

Scientific-Atlanta is working with Florida Power to
develop an automatic meter reading system for
commercial and residential customers. [Text is
followed by a picture of electric utility lines.]

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

The US Postal Service has worked with ARCO to test a
truck tracking system. [Text is followed by a picture
of a U.S. Postal Truck.]

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

Burlington Northern Santa Fe Railroad is working with
MobileNet to deploy roadway equipment asset tracking
and utilization monitoring system. [Text is followed
by a picture of a train engine.]

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

Arinc uses ORBCOMM to provide a reliable and
affordable system to track trailers. [Text is
followed by a picture of a tractor trailer.]

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

Intrex selected ORBCOMM to help ensure efficient
production flow for remote oil and gas operations.*
[Text is followed by a picture of an oil drilling
device.]

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

Magellan plans to introduce the first ORBCOMM
messaging subscriber unit in 1998 to help users stay
in contact. [Text is followed by a picture of a
backpacker standing on a mountain.]

- --------------------------------------------------------------------------------
* Currently in beta testing.

<PAGE> 137

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, ORBCOMM OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY OR ORBCOMM SINCE THE DATE HEREOF.

------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary...................... 1
Risk Factors............................ 11
The Company and Relationships Among the
ORBCOMM Parties....................... 28
Use of Proceeds......................... 30
Dividend Policy......................... 30
Dilution................................ 31
Capitalization.......................... 32
Selected Historical Financial Data...... 33
Management's Discussion and Analysis
of Financial Condition and Results of
Operations............................ 35
Business................................ 41
Regulation.............................. 64
Management.............................. 70
Security Ownership of Certain Beneficial
Owners................................ 80
Certain Relationships and Related
Transactions.......................... 81
Governance of the Company and
Relationship with ORBCOMM............. 88
Description of the Partnership
Agreement............................. 90
Description of the Senior Notes......... 94
Description of the Capital Stock........ 97
Shares Eligible for Future Sale......... 98
Underwriting............................ 100
Legal Matters........................... 101
Experts................................. 102
Available Information................... 102
Index to Financial Statements........... F-1
Glossary of Technical Terms............. G-1
</TABLE>

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

6,000,000 SHARES

[ORBCOMM (SM) LOGO W/TEXT LINE BELOW]

ORBCOMM CORPORATION

COMMON STOCK

------------------
PROSPECTUS
------------------

Joint Lead Managers
and Joint Book Runners

BEAR, STEARNS & CO. INC.

J.P. MORGAN & CO.

, 1998

================================================================================
<PAGE> 138

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, which will be paid
solely by the Company. All amounts shown are estimates, except the Commission
registration fee and the NASD filing fee:

<TABLE>
<S> <C>
Commission Registration Fee................................. $ 42,406
Nasdaq National Market Entry Fee............................ 25,000
Transfer agent and registrar fees and expenses.............. 50,000
Printing and engraving expenses............................. 500,000
Legal fees and expenses..................................... 1,000,000
Accounting fees and expenses................................ 200,000
Blue sky fees and expenses.................................. 15,000
Miscellaneous expenses...................................... 467,594
----------
Total............................................. $2,300,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company, which is a Delaware corporation, is empowered by the Delaware
General Corporation Law, subject to the procedures and limitations stated
therein, to indemnify any person 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 action,
suit or proceeding in which such person is made a party by reason of such person
being or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

The Company's Certificate of Incorporation provides that no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for the breach of fiduciary duty as a director, except for liability: (i) for
any breach of the director's duty of loyalty to the Company or its stockholders;
(ii) for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the
Delaware General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions in certain
circumstances and expressly sets forth a negligence standard with respect to
such liability; or (iv) for any transactions from which the director derived an
improper personal benefit.

The Company's Bylaws provide that the Company shall indemnify every person
who is or was a party or is or was threatened to be made a party to any action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director or officer of the
Company or, while a director or officer or employee of the Company, is or was
serving at the request of the Company as a director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding, to the full
extent permitted by applicable law.

If the Delaware General Corporation Law is amended after the date hereof to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

II-1
<PAGE> 139

The Company intends to procure insurance providing for indemnification of
its officers, directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions. In addition, the Company has entered into indemnification
agreements with each of its officers and directors, each of which provides that
if during and after the term of such officers' employment the executive is made
a party or compelled to participate in any action by reason of the fact that he
is or was a director or officer of the Company, the executive will be
indemnified by the Company to the fullest extent permitted by Delaware General
Corporation Law or authorized by the Company's Certificate of Incorporation or
Bylaws or resolutions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

<TABLE>
<S> <C>
1.1* Form of Underwriting Agreement.
2.1+ Form of Contribution Agreement by and among ORBCOMM, OCC and
Teleglobe Mobile.
2.2+ Form of Certificate of Cancellation of Certificate of
Limited Partnership of ORBCOMM USA.
2.3+ Form of Certificate of Cancellation of Certificate of
Limited Partnership of ORBCOMM International.
3.1* Amended and Restated Certificate of Incorporation of the
Company.
3.2+ Bylaws of the Company.
4 Indenture, dated as of August 7, 1996, by and among ORBCOMM,
ORBCOMM Global Capital Corp., ORBCOMM USA, ORBCOMM
International, OCC, Teleglobe Mobile and Marine Midland Bank
as trustee, relating to $170,000,000 principal amount of 14%
Senior B Notes due 2004 (incorporated by reference to the
identically numbered exhibit to the Registration Statement
on Form S-4 of ORBCOMM dated as of December 10, 1996 (Reg.
No. 333-11149)).
4.1+ Specimen of the Company's Common Stock Certificate.
4.2* Form of Subscription Agreement by and between the Company
and ORBCOMM.
4.3* Form of Unit Exchange and Registration Rights Agreement by
and among the Company, ORBCOMM, OCC and Teleglobe Mobile.
4.4* Form of Share Issuance Agreement by and between the Company
and ORBCOMM.
4.5* Form of Lock-Up Agreement.
5* Opinion of Latham & Watkins re: validity of Common Stock.
10.1 Amended and Restated Administrative Services Agreement,
dated as of January 1, 1997, by and between ORBCOMM and
Orbital (incorporated by reference to Exhibit 10.17 of the
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31,
1998).
10.2+ Form of ORBCOMM System Construction and Operations Agreement
by and between ORBCOMM and OCC.
10.3* Form of Amended and Restated Agreement of Limited
Partnership of ORBCOMM Global, L.P.
10.4 Master Agreement, restated as of September 12, 1995, by and
among OCC, Orbital, Teleglobe and Teleglobe Mobile
(incorporated by reference to the identically numbered
exhibit to the Registration Statement on Form S-4 of ORBCOMM
dated as of December 10, 1996 (Reg. No. 333-11149)).
10.4.1 Amendment No. 1 to Master Agreement, dated as of February 5,
1997, by and among OCC, Orbital, Teleglobe and Teleglobe
Mobile (incorporated by reference to the identically
numbered exhibit to the Quarterly Report on Form 10-Q for
the Quarter Ended March 31, 1997 filed by ORBCOMM on May 14,
1997).
10.4.2* Form of Amendment No. 2 to Restated Master Agreement by and
among OCC, Orbital, Teleglobe and Teleglobe Mobile.
</TABLE>

II-2
<PAGE> 140

<TABLE>
<S> <C>
10.5 ORBCOMM System Procurement Agreement, dated as of September 12, 1995, by and between ORBCOMM and
Orbital (incorporated by reference to the identically numbered exhibit to Amendment No. 1, dated as
of October 21, 1996, to the Registration Statement on Form S-4 of ORBCOMM, dated as of December 10,
1996 (Reg. No. 333-11149), provided that Appendix I is incorporated by reference to Exhibit 10.24.6
to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1993 filed by Orbital on August
13, 1993).
10.5.1 Amendment No. 1 to ORBCOMM System Procurement Agreement, dated as of December 9, 1996, by and
between ORBCOMM and Orbital (incorporated by reference to the identically numbered exhibit to the
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1996 filed by ORBCOMM on March 28,
1997).
10.5.2 Amendment No. 2 to ORBCOMM System Procurement Agreement, dated as of March 24, 1997, by and between
ORBCOMM and Orbital (incorporated by reference to the identically numbered exhibit to the Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 1997 filed by ORBCOMM on May 14, 1997).
10.5.3+ Amendment No. 3 to ORBCOMM System Procurement Agreement, dated as of March 31, 1998, by and between
ORBCOMM and Orbital.
10.5.4+ Amendment No. 4 to ORBCOMM System Procurement Agreement, dated as of March 31, 1998, by and between
ORBCOMM and Orbital.
10.5.5* Form of Amendment No. 5 to ORBCOMM System Procurement Agreement by and between ORBCOMM and Orbital.
10.6 Proprietary Information and Non-Competition Agreement, restated as of September 12, 1995, by and
among ORBCOMM, Orbital, OCC, Teleglobe, Teleglobe Mobile, ORBCOMM USA and ORBCOMM International
(incorporated by reference to the identically numbered exhibit to the Registration Statement on Form
S-4 of ORBCOMM dated as of December 10, 1996 (Reg. No. 333-11149)).
10.6.1* Form of Amendment No. 1 to Proprietary Information Agreement by and among ORBCOMM, Orbital, OCC,
Teleglobe and Teleglobe Mobile.
10.7 U.S. Gateway Earth Station Maintenance Service Agreement, dated as of October 1, 1997, by and
between Orbital and ORBCOMM (incorporated by reference to Exhibit 10.18 of the Annual Report on Form
10-K for the fiscal year ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31, 1998).
10.8 Subscriber Communicator Manufacture Agreement, dated as of July 31, 1996, by and between ORBCOMM and
Magellan Corporation (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31, 1998).
10.9 Reseller Agreement, dated as of March 3, 1997, by and between ORBCOMM USA and Orbital Sciences
Corporation (the "Reseller Agreement") (incorporated by reference to Exhibit 10.20 of the Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on
March 31, 1998).
10.9.1 Amendment No. 1 to the Reseller Agreement, dated as of September 2, 1997 (incorporated by reference
to Exhibit 10.20.1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 of
ORBCOMM, filed by ORBCOMM on March 31, 1998).
10.10 Service License Agreement, dated as of December 19, 1995, by and between ORBCOMM International and
ORBCOMM Canada Inc. (incorporated by reference to the identically numbered exhibit to Amendment No.
1, dated as of October 21, 1996, to the Registration Statement on Form S-4 of ORBCOMM, dated as of
December 10, 1996 (Reg. No. 333-11149)).
10.11 Service License Agreement, dated as of October 10, 1996, by and between ORBCOMM International and
Cellular Communications Network (Malaysia) Sdn. Bhd. (incorporated by reference to the identically
numbered exhibit to Amendment No. 1, dated as of October 21, 1996, to the Registration Statement on
Form S-4 of ORBCOMM, dated as of December 10, 1996 (Reg. No. 333-11149)).
</TABLE>

II-3
<PAGE> 141

<TABLE>
<S> <C>
10.12 Service License Agreement, dated as of October 15, 1996, by and between ORBCOMM International and
European Company for Mobile Communicator Services, B.V., ORBCOMM Europe (incorporated by reference
to the identically numbered exhibit to Amendment No. 1, dated as of October 21, 1996, to the
Registration Statement on Form S-4 of ORBCOMM, dated as of December 10, 1996 (Reg. No. 333-11149)).
10.13 Ground Segment Procurement Contract, dated as of October 10, 1996, by and between ORBCOMM
International and Cellular Communications Network (Malaysia) Sdn. Bhd. (incorporated by reference to
the identically numbered exhibit to Amendment No. 1, dated as of October 21, 1996, to the
Registration Statement on Form S-4 of ORBCOMM, dated as of December 10, 1996 (Reg. No. 333-11149)).
10.14 Ground Segment Facilities Use Agreement, dated as of December 19, 1995, by and between ORBCOMM
International and ORBCOMM Canada Inc. (incorporated by reference to the identically numbered exhibit
to Amendment No. 1, dated as of October 21, 1996, to the Registration Statement on Form S-4 of
ORBCOMM, dated as of December 10, 1996 (Reg. No. 333-11149)).
10.15 Ground Segment Procurement Contract, dated as of October 15, 1996, by and between ORBCOMM
International and European Company for Mobile Communicator Services, B.V., ORBCOMM Europe
(incorporated by reference to the identically numbered exhibit to Amendment No. 1, dated as of
October 21, 1996, to the Registration Statement on Form S-4 of ORBCOMM, dated as of December 10,
1996 (Reg. No. 333-11149)).
10.16* Form of OCC Consulting Agreement by and between OCC and ORBCOMM.
10.17 Employment Agreement, dated as of May 15, 1997, by and between ORBCOMM and Robert F. Latham (the
"Employment Agreement") (incorporated by reference to Exhibit 10.21 of the Annual Report on Form
10-K for the fiscal year ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31, 1998).
10.18 Consulting Agreement, dated as of March 18, 1998, by and between ORBCOMM and ORBCOMM Canada
(incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31, 1998).
10.19* Form of Company Administrative Services Agreement by and between the Company and ORBCOMM.
21.1+ Subsidiaries of the Company
23.1* Consent of KPMG Peat Marwick LLP, independent auditors.
23.2* Consent of Latham & Watkins (included in their opinion filed as Exhibit 5).
24.1 Power of Attorney of the Company (included on the signature page to the Registration Statement).
27.1+ Company Financial Data Schedule.
27.2+ ORBCOMM Financial Data Schedule.
99.1* Consent of Wan Aishah Wan Hamid.
</TABLE>

- ------------------------------
* Filed herewith.

+ Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES

All schedules have been omitted because they are not applicable or not
required or the required information is included in the financial statements or
notes thereto.

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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions, described under Item 14 above, or

II-4
<PAGE> 142

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 Securities 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 option of their 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
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, 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

(2) For the purpose of determining any liability under the Securities
Act, 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.

II-5
<PAGE> 143

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HERNDON,
COMMONWEALTH OF VIRGINIA, ON JULY 1, 1998.

ORBCOMM CORPORATION

By: *
------------------------------------
Scott L. Webster
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

* President, Chief Executive July 1, 1998
- ----------------------------------------------------- Officer and Director
(Scott L. Webster) (Principal Executive Officer)

* Chief Financial Officer July 1, 1998
- ----------------------------------------------------- and Treasurer
(W. Bartlett Snell) (Principal Financial Officer and
Principal Accounting Officer)

* Director July 1, 1998
- -----------------------------------------------------
(Marc Leroux)

* Director July 1, 1998
- -----------------------------------------------------
(William J. Meder)

* Director July 1, 1998
- -----------------------------------------------------
(Jeffrey V. Pirone)

Director July 1, 1998
- -----------------------------------------------------
(Wan Aishah Wan Hamid)

* Director July 1, 1998
- -----------------------------------------------------
(David W. Thompson)

*By: /s/ MARY ELLEN SERAVALLI July 1, 1998
-------------------------------------------------
(Mary Ellen Seravalli)
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 144

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
<C> <S> <C>
1.1* Form of Underwriting Agreement..............................
2.1+ Form of Contribution Agreement by and among ORBCOMM, OCC and
Teleglobe Mobile. ..........................................
2.2+ Form of Certificate of Cancellation of Certificate of
Limited Partnership of ORBCOMM USA. ........................
2.3+ Form of Certificate of Cancellation of Certificate of
Limited Partnership of ORBCOMM International. ..............
3.1* Amended and Restated Certificate of Incorporation of the
Company. ...................................................
3.2+ Bylaws of the Company. .....................................
4 Indenture, dated as of August 7, 1996, by and among ORBCOMM,
ORBCOMM Global Capital Corp., ORBCOMM USA, ORBCOMM
International, OCC, Teleglobe Mobile and Marine Midland Bank
as trustee, relating to $170,000,000 principal amount of 14%
Senior B Notes due 2004 (incorporated by reference to the
identically numbered exhibit to the Registration Statement
on Form S-4 of ORBCOMM dated as of December 10, 1996 (Reg.
No. 333-11149)). ...........................................
4.1+ Specimen of the Company's Common Stock Certificate. ........
4.2* Form of Subscription Agreement by and between the Company
and ORBCOMM. ...............................................
4.3* Form of Unit Exchange and Registration Rights Agreement by
and among the Company, ORBCOMM, OCC and Teleglobe Mobile....
4.4* Form of Share Issuance Agreement by and between the Company
and ORBCOMM. ...............................................
4.5* Form of Lock-Up Agreement...................................
5* Opinion of Latham & Watkins re: validity of Common Stock....
10.1 Amended and Restated Administrative Services Agreement,
dated as of January 1, 1997 by and between ORBCOMM and
Orbital (incorporated by reference to Exhibit 10.17 of the
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31,
1998). .....................................................
10.2+ Form of ORBCOMM System Construction and Operations Agreement
by and between ORBCOMM and OCC. ............................
10.3* Form of Amended and Restated Agreement of Limited
Partnership of ORBCOMM Global, L.P..........................
10.4 Master Agreement, restated as of September 12, 1995, by and
among OCC, Orbital, Teleglobe and Teleglobe Mobile
(incorporated by reference to the identically numbered
exhibit to the Registration Statement on Form S-4 of ORBCOMM
dated as of December 10, 1996 (Reg. No. 333-11149)). .......
10.4.1 Amendment No. 1 to Master Agreement, dated as of February 5,
1997, by and among OCC, Orbital, Teleglobe and Teleglobe
Mobile (incorporated by reference to the identically
numbered exhibit to the Quarterly Report on Form 10-Q for
the Quarter Ended March 31, 1997 filed by ORBCOMM on May 14,
1997). .....................................................
10.4.2* Form of Amendment No. 2 to Restated Master Agreement by and
among OCC, Orbital, Teleglobe and Teleglobe Mobile. ........
10.5 ORBCOMM System Procurement Agreement, dated as of September
12, 1995, by and between ORBCOMM and Orbital (incorporated
by reference to the identically numbered exhibit to
Amendment No. 1, dated as of October 21, 1996, to the
Registration Statement on Form S-4 of ORBCOMM, dated as of
December 10, 1996 (Reg. No. 333-11149), provided that
Appendix I is incorporated by reference to Exhibit 10.24.6
to the Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 1993 filed by Orbital on August 13, 1993). ........
</TABLE>

<PAGE> 145

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
<C> <S> <C>
10.5.1 Amendment No. 1 to ORBCOMM System Procurement Agreement,
dated as of December 9, 1996, by and between ORBCOMM and
Orbital (incorporated by reference to the identically
numbered exhibit to the Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1996 filed by ORBCOMM on
March 28, 1997). ...........................................
10.5.2 Amendment No. 2 to ORBCOMM System Procurement Agreement,
dated as of March 24, 1997, by and between ORBCOMM and
Orbital (incorporated by reference to the identically
numbered exhibit to the Quarterly Report on Form 10-Q for
the Quarter Ended March 31, 1997 filed by ORBCOMM on May 14,
1997). .....................................................
10.5.3+ Amendment No. 3 to ORBCOMM System Procurement Agreement,
dated as of March 31, 1998, by and between ORBCOMM and
Orbital. ...................................................
10.5.4+ Amendment No. 4 to ORBCOMM System Procurement Agreement,
dated as of March 31, 1998, by and between ORBCOMM and
Orbital. ...................................................
10.5.5* Form of Amendment No. 5 to ORBCOMM System Procurement
Agreement by and between ORBCOMM and Orbital. ..............
10.6 Proprietary Information and Non-Competition Agreement,
restated as of September 12, 1995, by and among ORBCOMM,
Orbital, OCC, Teleglobe, Teleglobe Mobile, ORBCOMM USA and
ORBCOMM International (incorporated by reference to the
identically numbered exhibit to the Registration Statement
on Form S-4 of ORBCOMM dated as of December 10, 1996 (Reg.
No. 333-11149)). ...........................................
10.6.1* Form of Amendment No. 1 to Proprietary Information Agreement
by and among ORBCOMM, Orbital, OCC, Teleglobe and Teleglobe
Mobile.
10.7 U.S. Gateway Earth Station Maintenance Service Agreement,
dated as of October 1, 1997, by and between Orbital and
ORBCOMM (incorporated by reference to Exhibit 10.18 of the
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31,
1998). .....................................................
10.8 Subscriber Communicator Manufacture Agreement, dated as of
July 31, 1996, by and between ORBCOMM and Magellan
Corporation (incorporated by reference to Exhibit 10.19 of
the Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31,
1998). .....................................................
10.9 Reseller Agreement, dated as of March 3, 1997, by and
between ORBCOMM USA and Orbital Sciences Corporation (the
"Reseller Agreement") (incorporated by reference to Exhibit
10.20 of the Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on
March 31, 1998). ...........................................
10.9.1 Amendment No. 1 to the Reseller Agreement, dated as of
September 2, 1997, (incorporated by reference to Exhibit
10.20.1 of the Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 of ORBCOMM, filed by ORBCOMM on
March 31, 1998). ...........................................
10.10 Service License Agreement, dated as of December 19, 1995, by
and between ORBCOMM International and ORBCOMM Canada Inc.
(incorporated by reference to the identically numbered
exhibit to Amendment No. 1, dated as of October 21, 1996, to
the Registration Statement on Form S-4 of ORBCOMM, dated as
of December 10, 1996 (Reg. No. 333-11149)). ................
</TABLE>

<PAGE> 146

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
<C> <S> <C>
10.11 Service License Agreement, dated as of October 10, 1996, by
and between ORBCOMM International and Cellular
Communications Network (Malaysia) Sdn. Bhd. (incorporated by
reference to the identically numbered exhibit to Amendment
No. 1, dated as of October 21, 1996, to the Registration
Statement on Form S-4 of ORBCOMM, dated as of December 10,
1996 (Reg. No. 333-11149)). ................................
10.12 Service License Agreement, dated as of October 15, 1996, by
and between ORBCOMM International and European Company for
Mobile Communicator Services, B.V., ORBCOMM Europe
(incorporated by reference to the identically numbered
exhibit to Amendment No. 1, dated as of October 21, 1996, to
the Registration Statement on Form S-4 of ORBCOMM, dated as
of December 10, 1996 (Reg. No. 333-11149)). ................
10.13 Ground Segment Procurement Contract, dated as of October 10,
1996, by and between ORBCOMM International and Cellular
Communications Network (Malaysia) Sdn. Bhd. (incorporated by
reference to the identically numbered exhibit to Amendment
No. 1, dated as of October 21, 1996, to the Registration
Statement on Form S-4 of ORBCOMM, dated as of December 10,
1996 (Reg. No. 333-11149)). ................................
10.14 Ground Segment Facilities Use Agreement, dated as of
December 19, 1995, by and between ORBCOMM International and
ORBCOMM Canada Inc. (incorporated by reference to the
identically numbered exhibit to Amendment No. 1, dated as of
October 21, 1996, to the Registration Statement on Form S-4
of ORBCOMM, dated as of December 10, 1996 (Reg. No.
333-11149)). ...............................................
10.15 Ground Segment Procurement Contract, dated as of October 15,
1996, by and between ORBCOMM International and European
Company for Mobile Communicator Services, B.V., ORBCOMM
Europe (incorporated by reference to the identically
numbered exhibit to Amendment No. 1, dated as of October 21,
1996, to the Registration Statement on Form S-4 of ORBCOMM,
dated as of December 10, 1996 (Reg. No. 333-11149)). .......
10.16* Form of OCC Consulting Agreement by and between OCC and
ORBCOMM. ...................................................
10.17 Employment Agreement, dated as of May 15, 1997, by and
between ORBCOMM and Robert F. Latham (the "Employment
Agreement") (incorporated by reference to Exhibit 10.21 of
the Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of ORBCOMM, filed by ORBCOMM on March 31,
1998). .....................................................
10.18 Consulting Agreement, dated as of March 18, 1998, by and
between ORBCOMM and ORBCOMM Canada Inc. (incorporated by
reference to Exhibit 10.22 of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 of ORBCOMM,
filed by ORBCOMM on March 31, 1998). .......................
10.19* Form of Company Administrative Services Agreement by and
between the Company and ORBCOMM. ...........................
21.1+ Subsidiaries of the Company.................................
23.1* Consent of KPMG Peat Marwick LLP, independent auditors.
23.2* Consent of Latham & Watkins (included in their opinion filed
as Exhibit 5). .............................................
24.1 Power of Attorney of the Company (included on the signature
page to the Registration Statement). .......................
27.1+ Company Financial Data Schedule. ...........................
27.2+ ORBCOMM Financial Data Schedule. ...........................
99.1* Consent of Wan Aishah Wan Hamid.
</TABLE>

- ------------------------------
* Filed herewith.

+ Previously filed.

<PAGE> 1
EXHIBIT 1.1

6,000,000 Shares of Common Stock

ORBCOMM CORPORATION

UNDERWRITING AGREEMENT

, 1998
----------

BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167

J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260

Dear Sirs:

ORBCOMM Corporation, a corporation organized and existing
under the laws of Delaware (the "Company"), proposes subject to the terms and
conditions stated herein, to issue and sell to the several underwriters named
in Schedule I hereto (the "Underwriters") an aggregate of 6,000,000 shares (the
"Firm Shares") of the Company's common stock, par value $.01 per share (the
"Common Stock") and, for the sole purpose of covering over-allotments in
connection with the sale of the Firm Shares, at the option of the Underwriters,
up to an additional 900,000 shares (the "Additional Shares") of Common Stock.
The Firm Shares and any Additional Shares purchased by the Underwriters are
referred to herein as the "Shares." The Shares are more fully described in the
Registration Statement referred to below.

The Company and ORBCOMM Global, L.P., a Delaware limited
partnership ("ORBCOMM"), have entered into a Subscription Agreement (the
"Subscription Agreement") and an Administrative Services Agreement (the
"Company Administrative Services Agreement"). On or prior to the Closing Date
(as defined below): (i) ORBCOMM will solicit (the "Consent Solicitation")
pursuant to a Consent Solicitation Statement (the
<PAGE> 2
"Consent Solicitation Statement") the consents (the "Consents") of holders of
its 14% Senior Notes due 2004 (the "Notes") to certain amendments (the
"Proposed Amendments") to the Indenture, dated as of August 7, 1996 (the
"Indenture") among ORBCOMM, ORBCOMM Global Capital Corp., the guarantors named
therein and Marine Midland Bank, as Trustee (the "Trustee"), and in connection
with the Proposed Amendment, enter into a Supplemental Indenture to the
Indenture (the "First Supplemental Indenture"); (ii) Orbital Communications
Corporation, a Delaware corporation ("OCC"), Teleglobe Mobile Partners, a
Delaware general partnership ("Teleglobe Mobile"), ORBCOMM and the Company will
enter into an Amended and Restated Agreement of Limited Partnership of ORBCOMM
(the "Partnership Agreement"); (iii) OCC, Teleglobe Mobile and ORBCOMM will
enter into a Contribution Agreement (the "Contribution Agreement") pursuant to
which OCC and Teleglobe Mobile will contribute to ORBCOMM their respective
partnership interests in ORBCOMM USA, L.P. and ORBCOMM International, L.P.,
respectively; (iv) the Company, ORBCOMM, OCC and Teleglobe Mobile will enter
into a Unit Exchange and Registration Rights Agreement (the "Unit Exchange
Agreement"); (v) the Company and ORBCOMM will enter into a Share Issuance
Agreement (the "Share Issuance Agreement"); and (vi) ORBCOMM will issue and
sell to the Company and the Company will purchase from ORBCOMM partnership
units (the "Partnership Units") under the Subscription Agreement with the
proceeds (net of underwriting discounts and commissions and offering expenses)
from the issuance and sale of the Shares as contemplated by this Agreement and
the Registration Statement, and the Company shall be admitted as a general
partner of ORBCOMM. The transactions specified in clauses (i) through (vi) of
the preceding sentence, are collectively referred to herein as the
"Transactions." The Subscription Agreement, the Company Administrative
Services Agreement, the First Supplemental Indenture, the Partnership
Agreement, the Contribution Agreement, the Unit Exchange Agreement and the
Share Issuance Agreement are collectively referred to herein as the
"Transaction Agreements."

1. Representations and Warranties of the Company. The
Company and ORBCOMM, jointly and severally, represent and warrant to, and agree
with the Underwriters that:

(a) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration statement, and may have
filed an amendment or amendments thereto, on Form S-1 (No. 333-50599), for the
registration of the Shares under the Securities Act of 1933, as amended (the
"Act"), and no stop order suspending the effectiveness of such registration
statement has been issued under the Act and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company or
ORBCOMM, are contemplated by the Commission, and any request on the part of the
Commission for additional information has been complied with. Such
registration statement, including the prospectus, financial statements and
schedules, exhibits and all other documents filed as a part thereof, as amended
at the time of effectiveness of the registration statement, including any
information deemed to be a part thereof as of the time of effectiveness
pursuant to paragraph (b) of Rule 430A or Rule 434 of the Rules and Regulations
of the Commission under the Act (the "Regulations"), is herein called the
"Registration Statement" and the prospectus, in the form first filed with the
Commission

- 2 -
<PAGE> 3
pursuant to Rule 424(b) of the Regulations or filed as part of the Registration
Statement at the time of effectiveness if no Rule 424(b) or Rule 434 filing is
required, is herein called the "Prospectus." The term "preliminary prospectus"
as used herein means a preliminary prospectus used in connection with the offer
of the Shares prior to the date hereof that omits information with respect to
the Shares and the Offering (as defined below) permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A of the
Regulations.

(b) At the time of the effectiveness of the Registration
Statement or the effectiveness of any post-effective amendment to the
Registration Statement, when the Prospectus is first filed with the Commission
pursuant to Rule 424(b) or Rule 434 of the Regulations, when any supplement to
or amendment of the Prospectus is filed with the Commission and at the Closing
Date and the Additional Closing Date (as defined below), if any, the
Registration Statement and the Prospectus and any amendments thereof and
supplements thereto complied or will comply in all material respects with the
applicable provisions of the Act and the Regulations and does not or will not
contain an untrue statement of a material fact and does not or will not omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein (i) in the case of the Registration Statement, not
misleading and (ii) in the case of the Prospectus, in light of the
circumstances under which they were made, not misleading. When any related
preliminary prospectus was first filed with the Commission (whether filed as
part of the registration statement for the registration of the Shares or any
amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any
amendment thereof or supplement thereto was first filed with the Commission,
such preliminary prospectus and any amendments thereof and supplements thereto
complied in all material respects with the applicable provisions of the Act and
the Regulations and did not contain an untrue statement of a material fact and
did not omit to state any material fact required to be stated therein or
necessary in order to make the statements therein in light of the circumstances
under which they were made not misleading. The Prospectus, any preliminary
prospectus and any amendment thereof, supplement thereto or prospectus wrapper
prepared in connection therewith at their respective times of issuance and at
the Closing Date, complied with and will comply in all material respects with
any applicable laws or regulations of foreign jurisdictions in which the
Prospectus and any such preliminary prospectus, as amended or supplemented
(including any prospectus wrapper), if applicable, are distributed in
connection with the offer and sale of Directed Shares (as defined below). The
Prospectus and any preliminary prospectus delivered to the Underwriters for use
in connection with the Offering was identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the
extent permitted by Regulation S-T. No representation and warranty is made in
this subsection (b), however, with respect to any information contained in or
omitted from the Registration Statement or the Prospectus or any related
preliminary prospectus or any amendment thereof or supplement thereto
(including any prospectus wrapper) in reliance upon and in conformity with
information furnished in writing to the Company or ORBCOMM by or on behalf of
any Underwriter through you as herein stated expressly for use in connection
with the preparation thereof. If Rule 434 is used, the Company and ORBCOMM
will comply with the requirements of Rule 434.

- 3 -
<PAGE> 4
(c) KPMG Peat Marwick LLP, who have certified the
financial statements and supporting schedules included in the Registration
Statement, are independent public accountants as required by the Act and the
Regulations.

(d) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus, except
as set forth in the Registration Statement and the Prospectus, there has been
no change in the capital stock, partnership interest or long-term debt of the
Company or ORBCOMM, and there has been no development having a material adverse
effect on the business, prospects, properties, operations, condition (financial
or other), partners' equity or results of operations (a "Material Adverse
Effect") of (i) the Company or (ii) ORBCOMM and its subsidiaries taken as a
whole, in each case whether or not arising from transactions in the ordinary
course of business. Since the date of the latest audited balance sheet
presented in the Registration Statement and the Prospectus, neither the Company
nor ORBCOMM nor any of its subsidiaries has incurred or undertaken any
liabilities or obligations, direct or contingent, which are material to the
Company, or ORBCOMM and its subsidiaries taken as a whole, except for
liabilities or obligations which are reflected in the Registration Statement
and the Prospectus. As used in this Agreement, the term "subsidiary" means any
corporation, partnership, joint venture, association, company, business trust
or other entity in which the Company or ORBCOMM, as the case may be, directly
or indirectly (i) beneficially owns or controls a majority of the outstanding
voting securities having by the terms thereof ordinary voting power to elect a
majority of the board of directors (or other body fulfilling a substantially
similar function) of such entity (irrespective of whether or not at the time
any class or classes of such voting securities shall have or might have voting
power by reason of the happening of any contingency) or (ii) has the authority
or ability to control the policies of such entity (including, but without
limitation thereto, any partnership of which the Company or ORBCOMM, as the
case may be, or a subsidiary is a general partner or owns or has the right to
obtain a majority of limited partnership interests and any joint venture in
which the Company or ORBCOMM, as the case may be, or a subsidiary has liability
similar to the liability of a general partner of a partnership or owns or has
the right to obtain a majority of the joint venture interests).

(e) This Agreement, the transactions contemplated herein,
the Transaction Agreements and the Transactions have been duly and validly
authorized by each of the Company and ORBCOMM (to the extent a party thereto)
and each of this Agreement and each of the Transaction Agreements has been duly
and validly executed and delivered by each of the Company and ORBCOMM.

(f) Except as disclosed in the Prospectus the execution,
delivery, and performance of this Agreement and the Transaction Agreements, and
the consummation of the transactions contemplated hereby and by the Transaction
Agreements, do not and will not (i) conflict with or result in a breach of any
of the terms and provisions of, or constitute a default (or an event which with
notice or lapse of time, or both, would constitute a default) under or require
approval or consent under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or ORBCOMM or
any

- 4 -
<PAGE> 5
of its subsidiaries pursuant to the terms of any agreement, contract,
indenture, mortgage, lease, license, permit or franchise to which the Company,
ORBCOMM or any of its subsidiaries is a party, or by which any such entity or
its assets is bound, that is material to the Company, or ORBCOMM and its
subsidiaries taken as a whole (collectively, the "Material Contracts") or (ii)
violate or conflict with any provision of the certificate of incorporation,
by-laws, certificate of limited partnership, or limited partnership agreement
of the Company or ORBCOMM or any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or
body having jurisdiction over the Company, ORBCOMM, or any of its subsidiaries
or any of their respective properties or assets except for conflicts,
encumbrances, breaches, violations or defaults (other than any relating to the
certificate of incorporation, by-laws, certificate of limited partnership or
limited partnership agreement of the Company or ORBCOMM, as the case may be)
that would not, individually or in the aggregate, have a Material Adverse
Effect or in the aggregate impair the Company's or ORBCOMM's ability to
consummate the transactions contemplated herein or in any of the Transaction
Documents. No consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any public,
governmental or regulatory agency or body having jurisdiction over the Company,
ORBCOMM or any of its subsidiaries or any of their respective properties or
assets is required for the execution, delivery and performance of this
Agreement, the Transaction Agreements or the consummation of the transactions
contemplated hereby or the Transactions, including the issuance, sale and
delivery of the Shares to be issued, sold and delivered by the Company
hereunder, and the issuance, sale and delivery of the Partnership Units in
accordance with the Subscription Agreement, except (i) the registration under
the Act of the Shares and such consents, approvals, authorizations, orders,
registrations, filings, qualifications, licenses and permits as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters and (ii) such as have been
obtained under the laws and regulations of jurisdictions outside the United
States in which the Directed Shares are offered.

(g) All of the outstanding shares of Common Stock are
duly and validly authorized and issued, fully paid and nonassessable and were
not issued and are not now in violation of or subject to any preemptive rights.
The Shares, when issued, delivered and sold in accordance with this Agreement,
will be duly and validly issued and outstanding, fully paid and nonassessable,
and, except as described in the Prospectus, will not have been issued in
violation of or be subject to any preemptive or similar rights; and, except as
described in or expressly contemplated by the Prospectus, there are no
outstanding rights (including, without limitation, preemptive rights), warrants
or options to acquire, or instruments convertible into or exchangeable for, any
shares of capital stock or other equity interests in the Company, or any
contract, commitment, agreement, understanding or arrangement of any kind
relating to the issuance of any capital stock of the Company. The Company had,
at __________, 1998, an authorized and outstanding capitalization as set forth
in the Registration Statement and the Prospectus. The Common Stock, the Firm
Shares and the Additional Shares conform in all material respects to the
descriptions thereof contained in the Registration Statement and the
Prospectus. The Common Stock has been approved for quotation on the Nasdaq
National Market.

- 5 -
<PAGE> 6
(h) All of the outstanding Partnership Units of ORBCOMM
are duly and validly authorized and issued, fully paid and nonassessable and
were not issued and are not now in violation of or subject to any preemptive
rights. The Partnership Units, when issued, delivered and sold to the Company
in accordance with the Subscription Agreement, will be duly and validly issued
and outstanding, fully paid and nonassessable, and will not have been issued in
violation of or be subject to any preemptive or similar rights; and, except as
described in or expressly contemplated by the Prospectus, there are no
outstanding rights (including, without limitation, preemptive rights), warrants
or options to acquire, or instruments convertible into or exchangeable for, any
equity interest in ORBCOMM, or any contract, commitment, agreement,
understanding or arrangement of any equity interest of the Company. ORBCOMM
had, at __________, 1998, an authorized and outstanding partner's capital as
set forth in the Registration Statement and the Prospectus.

(i) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware. The Company is duly qualified and in good standing as a foreign
corporation in each jurisdiction in which the character or location of its
properties (owned, leased or licensed) or the nature or conduct of its business
makes such qualification necessary, except for those failures to be so
qualified or in good standing which will not in the aggregate have a Material
Adverse Effect on the Company or ORBCOMM and its subsidiaries taken as a whole.
The Company has all requisite power and authority, and all necessary consents,
approvals, authorizations, orders, registrations, qualifications, franchises,
certificates, licenses and permits (collectively, the "Authorizations") of and
from all public, regulatory or governmental agencies and bodies, to own, lease
and operate its properties and conduct its business as now being conducted and
as described in the Registration Statement and the Prospectus with such
exceptions as do not, and would not, individually or in the aggregate, have a
Material Adverse Effect on the Company or ORBCOMM and its subsidiaries, taken
as a whole, and no Authorization contains a materially burdensome restriction
not adequately disclosed in the Registration Statement and the Prospectus.
There are no statutes, regulations, contracts or other documents applicable to
the Company that are required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement that are
not described or filed as required.

(j) ORBCOMM has been duly formed and is validly existing
as a limited partnership in good standing under the laws of its jurisdiction of
formation. ORBCOMM is duly qualified and in good standing as a foreign limited
partnership in each jurisdiction in which the character or location of its
properties (owned, leased or licensed) or the nature or conduct of its business
makes such qualification necessary, except for those failures to be so
qualified or in good standing which will not in the aggregate have a Material
Adverse Effect on the Company or ORBCOMM and its subsidiaries taken as a whole.
ORBCOMM and its subsidiaries have all requisite corporate or partnership, as
applicable, power and authority, and all necessary Authorizations of and from
all public, regulatory or governmental agencies and bodies to own, lease and
operate its properties and conduct its business as now being conducted and as
described in the Registration Statement and the Prospectus with such exceptions
as do not, and would not, individually or in the aggregate, have a Material

- 6 -
<PAGE> 7
Adverse Effect, and no Authorization contains a materially burdensome
restriction not adequately disclosed in the Registration Statement and the
Prospectus. There are no statutes, regulations, contracts or other documents
applicable to ORBCOMM and its subsidiaries that are required to be described in
the Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

(k) The Company has no subsidiaries or investments in
joint ventures. Attached as Schedule II is a list of each of the subsidiaries
and joint ventures of ORBCOMM. Each of the subsidiaries is a wholly owned
subsidiary of ORBCOMM except as is indicated on Schedule II. ORBCOMM has no
obligation to make any capital contribution in respect of any of the joint
ventures except as listed on Schedule II. Except as set forth in the
Registration Statement and the Prospectus or set forth in Schedule II, neither
the Company nor ORBCOMM directly or indirectly own any interest in any other
corporation, partnership, joint venture or other business association or
entity. ORBCOMM has no "significant subsidiary" as such term is defined in
Rule 1-02 of Regulation S-X.

(l) Except as described in the Prospectus, there are no
legal or governmental investigations, actions, suits or proceedings pending or,
to the knowledge of the Company or ORBCOMM, threatened against or affecting the
Transactions, the Company, ORBCOMM, any of its subsidiaries, OCC, Teleglobe
Mobile or any of their respective properties or to which the Company, ORBCOMM,
or any of its subsidiaries is or may be a party or to which any property of the
Company, ORBCOMM or any of its subsidiaries is or may be subject which, if
determined adversely to the Company or ORBCOMM or any of its subsidiaries,
would result in a Material Adverse Effect on the Company or ORBCOMM and its
subsidiaries, taken as a whole, and, to the best of the Company's or ORBCOMM's
knowledge, no such proceedings are contemplated by governmental authorities or
threatened by others.

(m) Neither the Company nor ORBCOMM has taken or will
take, directly or indirectly, any action designed to cause or result in, or
which constitutes or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the shares of Common Stock to
facilitate the sale or resale of the Shares.

(n) The financial statements, including the notes
thereto, and supporting schedules included in the Registration Statement and
the Prospectus present fairly the financial position of the Company, ORBCOMM
and ORBCOMM's consolidated subsidiaries as of the dates indicated and the
results of operations of the Company, ORBCOMM, and ORBCOMM's consolidated
subsidiaries for the periods specified; except as otherwise stated in the
Registration Statement, said financial statements have been prepared in
conformity with the Regulations and with generally accepted accounting
principles ("GAAP") applied on a consistent basis; and the supporting schedules
included in the Registration Statement present fairly the information required
to be stated therein. The selected financial data and the summary financial
data included in the Prospectus present fairly the information shown therein
and have been compiled on a basis consistent with that of the financial
statements included in the Registration Statement.

- 7 -
<PAGE> 8
(o) Except as described in the Prospectus, no holder of
securities of the Company or ORBCOMM has any rights to the registration of
securities of the Company or ORBCOMM because of the filing of the Registration
Statement or otherwise in connection with the sale of the Shares contemplated
hereby other than such rights as have been waived in writing as of the date
hereof. Except as described in the Prospectus, no holder of Partnership Units
has any rights to the subscription of additional Partnership Units or
securities of the Company because of the filing of the Registration Statement
or otherwise in connection with the sale of the Partnership Units contemplated
by the Subscription Agreement or the sale of the Shares contemplated hereby.

(p) Neither the Company nor ORBCOMM is, or upon
consummation of the transactions contemplated hereby or the Transactions will
be, an "investment company" or an entity "controlled" by an "investment
company" as such terms are defined in the Investment Company Act of 1940, as
amended.

(q) The Federal Communications Commission (the "FCC") has
authorized OCC to construct a mobile satellite system capable of operating in
the 148.0-149.9 MHz band, and the 137.0-138.0 MHz band and 400.075-400.125 MHz
band for its uplink and downlink feeds, respectively, consistent with the
technical specifications set forth in its application, as modified, the FCC's
rules and the conditions set forth in the FCC's Orders and Authorization
(Orbital Communications Corporation, Order and Authorization, 9 FCC Rcd 6476
(1994); recon. denied, 10 FCC Rcd 7801 (1995); Orbital Communications
Corporation, Modification Order, DA 98-617, released March 31, 1998).

(r) Except as described in the Prospectus, the Company
and ORBCOMM (and, to the knowledge of the Company and ORBCOMM, persons or
entities acting for or on their behalf, including, without limitation, Orbital
Sciences Corporation, a Delaware corporation ("Orbital"), ORBCOMM's
international licensees (the "International Licensees") or the United States
Government and its agencies) have duly obtained all Authorizations of and from,
and have made all applications, reports, declarations and filings with, all
governmental and regulatory authorities, all self-regulatory organizations, all
international organizations and bodies, all satellite systems and other
non-governmental entities, and all courts and other tribunals, domestic or
foreign, legally necessary to own, lease, license and use their respective
properties and assets and to conduct their respective businesses, other than
those for which the failure to so obtain or make would not, individually or in
the aggregate, have a Material Adverse Effect on the Company or ORBCOMM and its
subsidiaries taken as a whole.

(s) Except as described in the Prospectus, ORBCOMM owns
or possesses or reasonably believes it can acquire on reasonable terms,
patents, patent rights, licenses, inventions, copyrights (including trade
secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures, but excluding any required regulatory
licenses or approvals), trademarks, service marks, trade names or other
intellectual property, or that it can contract on reasonable terms with third
parties who can acquire such intellectual property, necessary to carry on in
all material respects the business now operated,

- 8 -
<PAGE> 9
or proposed to be operated, by ORBCOMM (collectively, "Intellectual Property")
and neither the Company nor ORBCOMM has received any notice or is otherwise
aware of any infringement of or conflict with asserted rights of others with
respect to any Intellectual Property currently owned by ORBCOMM or of any facts
or circumstances which would render any such Intellectual Property invalid or
inadequate to protect the interest of the Company or ORBCOMM and which
infringement or conflict (if the subject of any unfavorable decision, ruling or
finding) or invalidity or inadequacy, individually or in the aggregate, would
have a Material Adverse Effect on the Company or ORBCOMM and its subsidiaries
taken as a whole.

(t) No relationship, direct or indirect, exists between
or among the Company or ORBCOMM on the one hand, and the directors, officers,
partners, stockholders, customers or suppliers of the Company or ORBCOMM on the
other hand, which is required by the Act to be described in the Registration
Statement and the Prospectus which is not so described.

(u) Each of the Company and ORBCOMM is in compliance with
all environmental, safety or similar laws or regulations applicable to them or
their business or property relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants and the disposal of hazardous or toxic substances, wastes,
pollutants and contaminants, except where the failure to be in compliance,
individually or in the aggregate, would not have or reasonably be expected to
have a Material Adverse Effect on the Company or ORBCOMM and its subsidiaries
taken as a whole.

(v) Neither the Company nor ORBCOMM nor any of its
subsidiaries, nor to the knowledge of the Company or ORBCOMM, any other party,
is in violation or breach of, or in default under (nor has an event occurred
that with notice, lapse of time or both, would constitute a default under), any
material obligation, term, covenant or condition contained in any Material
Contract, and each such Material Contract is in full force and effect, and is
the legal, valid and binding obligation of the Company, ORBCOMM or such
subsidiary, as the case may be, and (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of creditors' rights
generally) is enforceable as to the Company, ORBCOMM or such subsidiary, as the
case may be, in accordance with its terms.

(w) Neither the Company nor ORBCOMM, nor to the best
knowledge of the Company and ORBCOMM, any other party to any of the Transaction
Agreements, is in breach of, or in default in the performance or observance of,
any material obligation, term, covenant or condition contained in any of the
Transaction Agreements to which it is a party. Each of the Transaction
Agreements that the Company has delivered to the Underwriters is a true and
correct copy thereof, and there have been no additional amendments,
alterations, modifications or waivers thereto or in the exhibits or schedules
thereto. Each of the Company and ORBCOMM has duly and validly authorized,
executed and delivered each of the Transaction Agreements to which it is a
party and, to the best of the Company's and ORBCOMM's knowledge, the other
parties to each of the Transaction Agreements have duly

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<PAGE> 10
and validly executed and delivered each of the Transaction Agreements and,
assuming due and valid authorization, execution and delivery by such other
parties, each of the Transaction Agreements to which it is a party is a legally
valid and binding agreement of the Company and ORBCOMM (as applicable) and
(subject to applicable bankruptcy, insolvency and other laws affecting the
enforceability of creditors' rights generally) is enforceable as to the Company
and ORBCOMM (as applicable) in accordance with its terms.

(x) The statements (including the assumptions described
therein) included in the Registration Statement and the Prospectus relating to
ORBCOMM's operations, prospects, markets, technical capabilities, funding
needs, financing sources, pricing, launch and commercial service schedules and
cash flows, as well as information concerning the estimated size of the
addressable markets for satellite data and messaging communications services,
future regulatory approvals, expected characteristics of competing systems and
expected actions of third parties such as equipment suppliers, International
Licensees and value-added-resellers constitute forward-looking statements
within the meaning of Rule 175(c) of the Regulations and were made by the
Company and ORBCOMM with a reasonable basis and reflect the Company's and
ORBCOMM's good faith estimate of the matters described therein.

(y) The statements set forth in the Prospectus under the
captions "Description of the Partnership Agreement," "Description of the Senior
Notes" and "Description of the Capital Stock," insofar as they purport to
constitute a summary of the terms of the Partnership Units, the Notes and the
Common Stock, as the case may be, and to describe the provisions of the laws
and documents referred to therein, and under the captions "Risk
Factors--Regulatory Risks," "Risk Factors--Operating Risks--Reliance on Third
Parties," "Certain Relationships and Related Transactions," and "Governance of
the Company and Relationship with ORBCOMM," insofar as they purport to describe
the provisions of the laws and documents referred to therein, are accurate,
complete and fair in all material respects.

(z) The Company, ORBCOMM and ORBCOMM's subsidiaries
maintain systems of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with
management's general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain accountability for assets; (iii) access to the respective
assets of the Company, ORBCOMM and each such subsidiary, as the case may be, is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(aa) There are no existing or, to the knowledge of the
Company or ORBCOMM, threatened labor disputes with the employees of the
Company, ORBCOMM or any of its subsidiaries or, to the knowledge of the Company
and ORBCOMM, Orbital or Teleglobe Mobile, which are likely to have a Material
Adverse Effect on the Company or ORBCOMM and its subsidiaries taken as a whole.

- 10 -
<PAGE> 11
(bb) Each employee benefit plan, within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), that is maintained, administered or contributed to by, or has been
contributed to by, the Company, ORBCOMM or any of ORBCOMM's affiliates for
employees or former employees of the Company, ORBCOMM and ORBCOMM's affiliates
has been maintained in compliance with its terms in all material respects and
the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended ("Code"). No prohibited transaction, within the meaning of Section 406
of ERISA or Section 4975 of the Code has occurred with respect to any such plan
excluding transactions effected pursuant to a statutory or administrative
exemption. For each such plan which is subject to the funding rules of Section
412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as
defined in Section 412 of the Code has incurred, whether or not waived, and the
fair market value of the assets of each such plan (excluding for these purposes
accrued but unpaid contributions) exceeded the present value of all benefits
accrued under such plan determined using reasonable actuarial assumptions.

(cc) The Company and ORBCOMM have filed all material
federal, state and foreign income and franchise tax returns required to be
filed as of the date hereof and have paid all taxes shown as due thereon,
except to the extent such taxes are (i) currently payable without penalty or
interest or (ii) being contested in good faith, and there is no tax deficiency
that has been asserted against the Company, ORBCOMM or its subsidiaries.

(dd) Each of the Company, ORBCOMM and its subsidiaries is
insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in
which the Company, ORBCOMM and its subsidiaries are engaged. Except as
disclosed in the Prospectus, neither the Company nor ORBCOMM nor any of its
subsidiaries has any reason to believe that it will not be able to renew its
existing insurance coverage from similar insurers as may be necessary to
continue its business.

(ee) The general partners of ORBCOMM are OCC and Teleglobe
Mobile (collectively, the "General Partners"). Each of the General Partners
has been duly formed, organized or incorporated, as the case may be, and is
validly existing and in good standing as a partnership or corporation, as the
case may be, under the laws of its jurisdiction of formation or incorporation,
as the case may be, with all requisite partnership or corporate power and
authority, as the case may be, under such laws, and, except to the extent set
forth in the Registration Statement and the Prospectus, all legally necessary
Authorizations of and from regulatory or governmental officials, bodies and
tribunals, (i) to own, lease and operate its properties and to conduct its
business as now conducted and as described in the Registration Statement and
Prospectus and (ii) to enter into, deliver, incur and perform its obligations
under the Transaction Agreements, to the extent it is a party thereto, and each
of the General Partners is duly qualified to do business as a foreign
partnership or foreign corporation, as the case may be, and is in good standing
in all other jurisdictions where the ownership or leasing of its properties or
the conduct of its business requires such qualification, except where the

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<PAGE> 12
failure to be so qualified or to have obtained such Authorizations would not
have a Material Adverse Effect on it.

2. Purchase, Sale and Delivery of the Shares. (a) On
the basis of the representations, warranties, covenants and agreements herein
contained, but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters and the Underwriters, severally and
not jointly, agree to purchase from the Company, at a purchase price per share
of $_______, the number of Firm Shares set forth opposite the respective names
of the Underwriters on Schedule I hereto plus any additional number of Shares
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 9 hereof.

(b) Payment of the purchase price, and delivery of
certificates, for the Shares shall be made at the office of Bear, Stearns & Co.
Inc., 245 Park Avenue, New York, New York 10167, or at such other place as
shall be agreed upon by you and the Company, at 10:00 A.M. on the third or
fourth business day (as permitted under Rule 15c6-1 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act")) (unless postponed in
accordance with the provisions of Section 9 hereof) following the date of the
effectiveness of the Registration Statement (or, if the Company has elected to
rely upon Rule 430A of the Regulations, the third or fourth business day (as
permitted under Rule 15c6-1 under the Exchange Act) after the determination of
the initial public offering price of the Shares), or such other time not later
than ten business days after such date as shall be agreed upon by you and the
Company (such time and date of payment and delivery being herein called the
"Closing Date"). Payment shall be made to the Company by wire transfer in same
day funds, against delivery to you for the respective accounts of the
Underwriters of certificates for the Shares to be purchased by them.
Certificates for the Shares shall be registered in such name or names and in
such authorized denominations as you may request in writing at least two full
business days prior to the Closing Date. The Company will permit you to
examine and package such certificates for delivery at least one full business
day prior to the Closing Date.

(c) In addition, the Company hereby grants to the
Underwriters the option to purchase up to 900,000 Additional Shares at the
same purchase price per share to be paid by the Underwriters to the Company for
the Firm Shares as set forth in this Section 2, for the sole purpose of
covering over-allotments in the sale of Firm Shares by the Underwriters. This
option may be exercised at any time, in whole or in part, on or before the
thirtieth day following the date of the Prospectus, by written notice by you to
the Company. Such notice shall set forth the aggregate number of Additional
Shares as to which the option is being exercised and the date and time, as
reasonably determined by you, when the Additional Shares are to be delivered
(such date and time being herein sometimes referred to as the "Additional
Closing Date"); provided, however, that the Additional Closing Date shall not
be earlier than the Closing Date or earlier than the second full business day
after the date on which the option shall have been exercised nor later than the
eighth full business day after the date on which the option shall have been
exercised (unless such time and date are postponed in accordance with the
provisions of Section 9 hereof). Certificates for the Additional Shares shall
be registered in such name or names and in such authorized denominations as you
may

- 12 -
<PAGE> 13
request in writing at least two full business days prior to the Additional
Closing Date. The Company will permit you to examine and package such
certificates for delivery at least one full business day prior to the
Additional Closing Date.

The number of Additional Shares to be sold to each Underwriter
shall be the number which bears the same ratio to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth
opposite the name of such Underwriter on Schedule I hereto (or such number
increased as set forth in Section 9 hereof) bears to the total number of Firm
Shares being purchased from the Company, subject, however, to such adjustments
to eliminate any fractional shares as you in your sole discretion shall make.

Payment for the Additional Shares shall be made by wire
transfer in same day funds at the offices of Bear, Stearns & Co. Inc., or such
other location as may be mutually acceptable, upon delivery of the certificates
for the Additional Shares to you for the respective accounts of the
Underwriters.

(d) The Company and the Underwriters agree that up to
600,000 of the Firm Shares to be purchased by the Underwriters (the "Directed
Shares") shall be reserved for sale by the Underwriters to eligible employees
of ORBCOMM and certain affiliates, as part of the distribution of the Shares by
the Underwriters, subject to the terms of this Agreement, the applicable rules,
regulations and interpretations of the National Association of Securities
Dealers, Inc. and all other applicable laws, rules and regulations. To the
extent that such Directed Shares are not orally confirmed for purchase by such
eligible employees of ORBCOMM and certain affiliates by the end of the first
day of this Agreement, such Directed Shares may be offered to the public as
part of the public offering contemplated hereby. Offers and sales of Directed
Shares to eligible employees of ORBCOMM and certain affiliates in the Provinces
of Quebec, British Columbia, Ontario or Nova Scotia, Canada will be effected by
the Underwriters or their affiliates at the request of and as agent of the
Company pursuant to prospectus exemptions available in Quebec, British
Columbia, Ontario or Nova Scotia.

3. Offering. Upon your authorization of the release of
the Firm Shares, the Underwriters propose to offer the Shares for sale to the
public (the "Offering") upon the terms set forth in the Prospectus.

4. Covenants of the Company. The Company and ORBCOMM,
as applicable, covenant and agree with the Underwriters that:

(a) If the Registration Statement has not yet been
declared effective the Company will use its best efforts to cause the
Registration Statement and any amendments thereto to become effective as
promptly as possible, and if Rule 430A is used or the filing of the Prospectus
is otherwise required under Rule 424(b) or Rule 434, the Company will file the
Prospectus (properly completed if Rule 430A has been used) pursuant to Rule
424(b) or Rule 434 within the prescribed time period and will provide evidence
satisfactory to you of such timely filing. If the Company elects to rely on
Rule 434, the Company will prepare and file a term sheet that complies with the
requirements of Rule 434.

- 13 -
<PAGE> 14
The Company will notify you immediately (and, if requested by
you, will confirm such notice in writing) (i) when the Registration Statement
and any amendments thereto become effective, (ii) of any request by the
Commission for any amendment of or supplement to the Registration Statement or
the Prospectus or for any additional information, (iii) of the mailing or the
delivery to the Commission for filing of any amendment of or supplement to the
Registration Statement or the Prospectus, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or of the initiation, or the
threatening, of any proceedings therefor, (v) of the receipt of any comments
from the Commission, and (vi) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for sale in
any jurisdiction or the initiation or threatening of any proceeding for that
purpose. If the Commission shall propose or enter a stop order at any time,
the Company will make every reasonable effort to prevent the issuance of any
such stop order and, if issued, to obtain the lifting of such order as soon as
possible. The Company will not file any amendment to the Registration
Statement or any amendment of or supplement to the Prospectus (including the
prospectus required to be filed pursuant to Rule 424(b) or Rule 434) that
differs from the prospectus on file at the time of the effectiveness of the
Registration Statement before or after the effective date of the Registration
Statement to which you shall reasonably object in writing after being timely
furnished in advance a copy thereof.

(b) If at any time when a prospectus relating to the
Shares is required to be delivered under the Act any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would, in
the judgment of the Underwriters or the Company or ORBCOMM include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it shall be
necessary at any time to amend or supplement the Prospectus or Registration
Statement to comply with the Act or the Regulations, the Company and ORBCOMM
will notify you promptly and prepare and file with the Commission an
appropriate amendment or supplement (in form and substance reasonably
satisfactory to you) which will correct such statement or omission and will use
its best efforts to have any amendment to the Registration Statement declared
effective as soon as possible.

(c) The Company will promptly deliver to you four signed
copies of the Registration Statement, including exhibits and all amendments
thereto, and the Company will promptly deliver to each of the Underwriters such
number of copies of any preliminary prospectus, the Prospectus, the
Registration Statement, and all amendments of and supplements to such
documents, if any, as you may reasonably request.

(d) The Company will endeavor in good faith, in
cooperation with you, at or prior to the time of effectiveness of the
Registration Statement, to qualify the Shares for offering and sale under the
securities laws relating to the offering or sale of the Shares of such
jurisdictions (domestic or foreign) as you may designate and to maintain such
qualification in effect for so long as required for the distribution thereof;
except that in no

- 14 -
<PAGE> 15
event shall the Company be obligated in connection therewith to qualify as a
foreign corporation or to execute a general consent to service of process.

(e) The Company will make generally available (within the
meaning of Section 11(a) of the Act) to its security holders and to you as soon
as practicable, but not later than 45 days after the end of its fiscal quarter
in which the first anniversary date of the effective date of the Registration
Statement occurs, an earning statement (in form complying with the provisions
of Rule 158 of the Regulations) covering a period of at least twelve
consecutive months beginning after the effective date of the Registration
Statement.

(f) During the period of 180 days from the date of the
Prospectus, neither the Company nor ORBCOMM will, without your prior written
consent, issue, sell, offer or agree to sell, grant any option for the sale of,
or otherwise dispose of, directly or indirectly, any Common Stock or
Partnership Units (or any securities convertible into, exercisable for or
exchangeable for Common Stock or Partnership Units), and each of the Company
and ORBCOMM will obtain the undertaking of (i) each of their respective
executive officers, each of the directors of the Company, each of the Members
of the ORBCOMM Committee (as defined in the Prospectus), the executive officers
of Orbital and Teleglobe, the executive officers and directors of OCC and the
executive officers and directors of the managing partner of Teleglobe Mobile
not to offer or agree to sell, grant any option for the sale of or otherwise
dispose of any shares of Common Stock held by them (or any securities
convertible into, exercisable for or exchangeable for shares of Common Stock)
and (ii) each of OCC and Telegloble Mobile not to, directly or indirectly,
issue, sell, offer or agree to sell, grant any option for the sale of or
otherwise dispose of any shares of Common Stock, Partnership Units, shares of
capital stock of OCC or partnership interests of Teleglobe Mobile (or any
securities convertible into, exercisable for or exchangeable for shares of
Common Stock, Partnership Units, shares of capital stock of OCC or partnership
interests of Telegloble Mobile), in each case in respect of (i) and (ii),
without your prior written consent and other than the Company's sale of Shares
hereunder, the exchange of Partnership Units to the extent permitted under the
Unit Exchange Agreement and the Company's issuance of Common Stock upon the
exercise of currently outstanding stock options and the grant of options
pursuant to the 1998 Equity Plan of the Company and ORBCOMM.

(g) During the period of 180 days from the date of the
Prospectus, neither Orbital, Teleglobe nor TRI, nor any of their direct or
indirect subsidiaries who hold shares of common stock of OCC or partnership
interests of Teleglobe Mobile will, without your prior written consent, issue,
sell, offer or agree to sell, grant any option for the sale of, or otherwise
dispose of, directly or indirectly, any shares of common stock of OCC or
partnership interests of Teleglobe Mobile (or any securities convertible into,
exercisable for or exchangeable for shares of common stock of OCC or
partnership interests of Teleglobe Mobile).

(h) During a period of three years from the effective
date of the Registration Statement, the Company will furnish to you copies of
(i) all reports to its shareholders; and (ii) all reports, financial statements
and proxy or information statements filed by the Company with the Commission or
any national securities exchange.

- 15 -
<PAGE> 16
(i) Each of the Company and ORBCOMM will apply the
proceeds from the sale of the Shares as set forth under "Use of Proceeds" in
the Prospectus.

(j) The Company will use its best efforts to effect and
maintain the quotation of the Shares on the Nasdaq National Market.

(k) The Company hereby agrees that it will use its best
efforts to ensure that the Directed Shares will be restricted as required by
the National Association of Securities Dealers, Inc., or the National
Association of Securities Dealers, Inc. rules, from sale, transfer, assignment,
pledge or hypothecation for a period of three months following the date of this
Agreement. The Underwriters will notify the Company as to which persons will
need to be so restricted. At the request of the Underwriters, the Company will
direct the transfer agent to place a stop transfer restriction upon such
securities for such period of time. Should the Company release, or seek to
release, from such restrictions any of the Directed Shares, the Company agrees
to reimburse the Underwriters for any reasonable expenses (including, without
limitation, legal expenses) they incur in connection with such release.

(l) The Company will comply with Rule 463 of the
Regulations.

(m) ORBCOMM will cooperate with the Underwriters and will
use its best efforts to cause the Company to carry out and perform its
obligations as set forth in this Agreement.

5. Payment of Expenses. Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated,
the Company hereby agrees to, and ORBCOMM hereby agrees to cause the Company
to, pay all costs and expenses incident to the performance of the obligations
of the Company hereunder, including those in connection with (i) preparing,
printing, duplicating, filing and distributing the Registration Statement, as
originally filed and all amendments thereof (including all exhibits thereto),
any preliminary prospectus, the Prospectus and any amendments or supplements
thereto (including, without limitation, fees and expenses of the accountants
and counsel of the Company (and ORBCOMM agrees to pay all such fees and
expenses relating to ORBCOMM), the underwriting documents (including this
Agreement and the Agreement among Underwriters and all other documents related
to the public offering of the Shares (including those supplied to the
Underwriters in quantities as hereinabove stated)), (ii) the issuance, transfer
and delivery of the Shares to the Underwriters, including any transfer or other
taxes payable thereon, (iii) the qualification of the Shares under state or
foreign securities or Blue Sky laws, including the costs of printing and
mailing a preliminary and final "Blue Sky Survey" and the fees of counsel for
the Underwriters and such counsel's disbursements in relation thereto, (iv)
quotation of the Shares on the Nasdaq National Market, (v) filing fees of the
Commission and the National Association of Securities Dealers, Inc., (vi) the
cost of printing certificates representing the Shares, (vii) the cost and
charges of any transfer agent or registrar and (viii) the costs and expenses of
the Consent Solicitation.

6. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the Firm Shares and the
Additional Shares, as provided

- 16 -
<PAGE> 17
herein, shall be subject to the accuracy of the representations and warranties
of the Company herein contained, as of the date hereof and as of the Closing
Date (for purposes of this Section 6, "Closing Date" shall refer to the Closing
Date for the Firm Shares and any Additional Closing Date, if different, for the
Additional Shares), to the absence from any certificates, opinions, written
statements or letters furnished to you or to Fried, Frank, Harris, Shriver &
Jacobson ("Underwriters' Counsel") pursuant to this Section 6 of any
misstatement or omission, to the performance by the Company and ORBCOMM of
their respective obligations hereunder, and to the following additional
conditions:

(a) The Registration Statement shall have become
effective and all necessary foreign regulatory or stock exchange approvals have
been received not later than 5:30 P.M., New York time, on the date of this
Agreement or at such later time and date as shall have been consented to in
writing by you; if the Company shall have elected to rely upon Rule 430A or
Rule 434 of the Regulations, the Prospectus shall have been filed with the
Commission in a timely fashion in accordance with Section 4(a) hereof; and, at
or prior to the Closing Date no stop order suspending the effectiveness of the
Registration Statement or any post-effective amendment thereof shall have been
issued and no proceedings therefor shall have been initiated or threatened by
the Commission.

(b) At the Closing Date you shall have received the
opinion of Mary Ellen Seravalli, General Counsel for the Company and ORBCOMM,
dated the Closing Date, addressed to the Underwriters and in form and substance
reasonably satisfactory to Underwriters' Counsel, to the effect that:

(i) ORBCOMM has been duly organized and is
validly existing as a limited partnership in good standing under the
laws of the State of Delaware. ORBCOMM is duly qualified and in good
standing as a foreign limited partnership in each jurisdiction in
which the character or location of its properties (owned, leased or
licensed) or the nature or conduct of its business makes such
qualification necessary, except for those failures to be so qualified
or in good standing that would not in the aggregate have a Material
Adverse Effect on ORBCOMM. ORBCOMM has all requisite partnership
power and authority to own, lease and license its properties and
conduct its business as now being conducted and as described in the
Registration Statement and the Prospectus.

(ii) ORBCOMM has an authorized capital as set
forth in the Registration Statement and the Prospectus.

(iii) This Agreement and each of the Transaction
Agreements and the transactions contemplated herein and the
Transactions have been duly and validly authorized by each of the
Company and ORBCOMM (in the case of the Transaction Agreements, to the
extent a party thereto) and each of this Agreement and each of the
Transaction Agreements has been duly and validly executed and
delivered by each of the Company and ORBCOMM (in the case of the
Transaction Agreements, to the extent a party thereto). Each of the
Transaction Agreements constitutes a valid and

- 17 -
<PAGE> 18
binding obligation of each of the Company and ORBCOMM (to the extent a
party thereto), enforceable against each of the Company and ORBCOMM
(to the extent a party thereto) in accordance with its terms, subject
as to enforcement to bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and other laws of general applicability
relating to or affecting enforcement of creditors' rights generally or
to general principles of equity.

(iv) The Shares to be sold under this Agreement to
the Underwriters are duly authorized for quotation on the Nasdaq
National Market.

(v) There is no litigation or governmental or
other action, suit, proceeding or investigation before any court or
before or by any public, regulatory or governmental agency or body
pending or to the best of such counsel's knowledge, threatened
against, or involving the properties or business of, the Company,
ORBCOMM or any of its subsidiaries or, to the best knowledge of such
counsel, OCC or Teleglobe Mobile, that is of a character required to
be disclosed in the Registration Statement and the Prospectus that has
not been properly disclosed therein.

(vi) The execution, delivery, and performance of
this Agreement and each of the Transaction Agreements and the
consummation of the transactions contemplated hereby and the
Transactions by the Company and ORBCOMM do not and will not (A)
conflict with or result in a breach of any of the terms and provisions
of, or constitute a default (or an event which with notice or lapse of
time, or both, would constitute a default) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries pursuant
to, any agreement, instrument, franchise, license or permit known to
such counsel to which the Company, ORBCOMM or any of its subsidiaries
is a party or by which any of such persons or their respective
properties or assets may be bound or (B) violate or conflict with any
provision of the organizational documents of the Company, ORBCOMM or
any of its subsidiaries, or, to the knowledge of such counsel, any
judgment, decree, order, statute, rule or regulation of any court or
any public, governmental or regulatory agency or body having
jurisdiction over the Company, ORBCOMM or any of its subsidiaries or
any of their respective properties or assets except for conflicts,
encumbrances, breaches, violations or defaults (other than any
relating to the organizational documents of the Company, ORBCOMM or
its subsidiaries) that would not, individually or in the aggregate,
have a Material Adverse Effect on the Company or ORBCOMM and its
subsidiaries taken as a whole or in the aggregate impair the Company's
or ORBCOMM's ability to consummate the transactions contemplated
herein or in any of the Transaction Documents. No consent, approval,
authorization, order, registration, filing, qualification, license or
permit of or with any court or any public, governmental, or regulatory
agency or body (other than the FCC or state securities laws) having
jurisdiction over the Company, ORBCOMM or any of its subsidiaries or
any of their respective properties or assets is required for the
execution, delivery and

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<PAGE> 19
performance of this Agreement, the Transaction Agreements or the
consummation of the transactions contemplated hereby and the
Transactions, except for (1) such as may be required under foreign or
state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters (as to which such
counsel need express no opinion) and (2) such as have been made or
obtained under the Act.

In rendering such opinion, such counsel may rely as to certain
matters of fact on certificates of officers of the Company, ORBCOMM, OCC and
Teleglobe Mobile, provided that such counsel shall state that she believes that
both you and she are justified in relying upon such certificates.

(c) At the Closing Date you shall have received the
opinion of Latham & Watkins, counsel for the Company and ORBCOMM, dated the
Closing Date, addressed to the Underwriters and in form and substance
reasonably satisfactory to Underwriters' Counsel, to the effect that:

(i) The Company has been duly organized and is
validly existing as a corporation in good standing under the laws of
the State of Delaware, with corporate power and authority to own,
lease and operate its properties and to conduct its business as
described in the Registration Statement and the Prospectus. Based
solely on certificates from public officials, we confirm that the
Company is qualified to do business in the following states: Delaware
and Virginia.

(ii) The Company has an authorized capital stock
as set forth in the Registration Statement and the Prospectus. All of
the outstanding shares of Common Stock are duly and validly authorized
and issued, are fully paid and nonassessable and were not issued in
violation of or subject to any preemptive rights.

(iii) The Shares to be issued and sold by the
Company pursuant to this Agreement have been duly authorized and, when
issued to and paid for by you and the other Underwriters in accordance
with the terms of this Agreement, will be validly issued, fully paid
and non-assessable and free of any preemptive rights.

(iv) All of the Partnership Units issued, or to be
issued on the Closing Date, to OCC and Teleglobe Mobile, have been
duly authorized, are fully paid and non-assessable and were not issued
in violation of or subject to any preemptive rights. The Partnership
Units to be delivered to the Company on the Closing Date have been
duly authorized and, when issued to and paid for by the Company in
accordance with the terms of the Subscription Agreement, will be
validly issued, fully paid and non-assessable, and will not have been
issued in violation of or subject to any preemptive rights.

(v) This Agreement has been duly authorized,
executed and delivered by each of the Company and ORBCOMM; the
issuance and sale of the Shares by the Company pursuant to this
Agreement will not result in the violation by the Company or ORBCOMM
of (i) the Company's Certificate of Incorporation or By-

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<PAGE> 20
laws; (ii) ORBCOMM's Certificate of Limited Partnership or Partnership
Agreement; or (iii) any federal or New York statute, rule or
regulation or the General Corporation Law of the State of Delaware
known to us to be applicable to the Company or ORBCOMM (other than
federal or state securities laws, which are specifically addressed
elsewhere); and to the best of our knowledge no consent, approval,
authorization or order of, of filing with, any federal or New York
court or governmental agency or body is required for the consummation
of the issuance and sale of the Shares by the Company pursuant to this
Agreement, except as such as have been obtained under the Act and such
as may be required under state securities laws in connection with the
purchase and distribution of the Shares by the Underwriters.

(vi) The Registration Statement has become
effective under the Act and, to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement
has been issued under the Act and no proceedings therefor have been
initiated or threatened by the Commission and any required filing of
the Prospectus pursuant to Rule 424(b) under the Act has been made in
accordance with Rule 424(b) and 430A under the Act.

(vii) The Registration Statement and the Prospectus
comply as to form in all material respects with the requirements for
registration statements on Form S-1 under the Act and the Regulations;
it being understood that such counsel expresses no opinion with
respect to the financial statements, schedules and other financial
data included in the Registration Statement or the Prospectus. In
passing on compliance as to form of the Registration Statement as the
Prospectus, such counsel has assumed that the statements made therein
are correct and complete.

(viii) The statements set forth in the Prospectus
under the captions "Description of the Partnership Agreement,"
"Description of Senior Notes" and "Description of Capital Stock,"
insofar as they purport to constitute a summary of the terms of the
Common Stock, the Partnership Units and the Notes, as the case may be,
and to describe the provisions of the laws and documents referred to
therein, and under the captions "Risk Factors--Operating
Risks--Reliance on Third Parties," "Certain Relationships and Related
Transactions," and "Governance of the Company and Relationship with
ORBCOMM," insofar as they purport to describe the provisions of the
laws and documents referred to therein, are accurate, complete and
fair in all material respects.

(ix) Neither the Company nor ORBCOMM is an
"investment company" or a company "controlled" by an "investment
company" as defined in the Investment Company Act of 1940, as amended.

In addition, such opinion shall also contain a statement that
such counsel has participated in conferences with officers and other
representatives of the Company, ORBCOMM and ORBCOMM's partners, representatives
of the independent public accountants for the Company and ORBCOMM and the
Underwriters, at which the contents of

- 20 -
<PAGE> 21
the Registration Statement and the Prospectus and related matters were
discussed and, although such counsel is not passing upon, and does not assume
any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement and the Prospectus and have
not made any independent check or verification thereof, during the course of
such participation, no facts came to such counsel's attention that caused such
counsel to believe that the Registration Statement, at the time it became
effective (including the information deemed to be part of the Registration
Statement at the time of effectiveness pursuant to Rule 430A(b) or Rule 434, if
applicable), or any amendment thereof made prior to the Closing Date as of the
date of such amendment, contained an untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Prospectus as of its
date (or any amendment thereof or supplement thereto made prior to the Closing
Date as of the date of such amendment or supplement) and as of the Closing Date
contained or contains an untrue statement of a material fact or omitted or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading; it being understood that such counsel expresses no
belief with respect to the financial statements, schedules and other financial
data included in the Registration Statement.

In rendering such opinions, such counsel may rely (A) as to
matters involving the application of laws other than the laws of the United
States and jurisdictions in which they are admitted, to the extent such counsel
deems proper and to the extent specified in such opinion, if at all, upon an
opinion or opinions (in form and substance reasonably satisfactory to
Underwriters' Counsel) of other counsel reasonably acceptable to Underwriters'
Counsel, familiar with the applicable laws; (B) as to matters of fact, to the
extent they deem proper, on certificates of responsible officers of the
Company, ORBCOMM, OCC and Teleglobe Mobile and certificates or other written
statements of officers of departments of various jurisdictions having custody
of documents respecting the corporate or partnership existence or good standing
of the Company, ORBCOMM and its subsidiaries, provided that copies of any such
statements or certificates shall be delivered to Underwriters' Counsel. The
opinion of such counsel for the Company and ORBCOMM shall state that the
opinion of any such other counsel is in form satisfactory to such counsel and,
in their opinion, you and they are justified in relying thereon.

(d) At the Closing Date, you shall have received the
opinion of Halprin, Temple, Goodman & Sugrue, dated the Closing Date, addressed
to the Underwriters and in form and substance reasonably satisfactory to
Underwriters' Counsel, to the effect that:

(i) The information in the Prospectus accurately
and completely summarize in all material respects the status of all
material licenses, permits, approvals and other authorizations
(including FCC licenses and authorizations) granted to OCC with
respect to the provision of satellite services via the ORBCOMM System
as described therein.

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<PAGE> 22
(ii) To the best of such counsel's knowledge, OCC
and, to the extent applicable, Orbital and ORBCOMM: (a) are in
substantial compliance with the Communications Act of 1934, as
amended, and the rules and regulations of the FCC promulgated
thereunder as they relate to the FCC licenses, permits, approvals and
authorizations referred to in clause (i) above, and (b) have made all
material filings, reports, applications and submissions required
thereunder as they relate to the FCC licenses, permits, approvals and
authorizations referred to in clause (i) above, except as indicated in
the Registration Statement, which filings, reports, applications and
submissions, to the best of such counsel's knowledge, are true,
complete and correct in all material respects.

(iii) No consent, approval, authorization or order
of the FCC is required to be obtained by Orbital OCC, the Company or
ORBCOMM in connection with the authorization, issuance, sale or
delivery of the Shares by ORBCOMM or in connection with the execution,
delivery and performance of this Agreement, the Transaction Agreements
or the consummation of the transactions contemplated hereby or the
Transactions.

(iv) The descriptions relating to the allocation
of spectrum and to the licensing of the ORBCOMM System contained in
the Registration Statement accurately summarize in all material
respects the relevant laws and regulations pertaining to and the
status of, such allocation and licensing of the ORBCOMM system and the
statements set forth in the Prospectus under the caption "Risk
Factors--Regulatory Risks" insofar as they purport to describe the
provisions of the laws and documents referred to therein, are
accurate, complete and fair in all material respects.

(v) The FCC has authorized OCC to construct a
mobile satellite system capable of operating in the 148.0-149.9 MHz
band, and the 137.0-138.0 MHz and 400.075-400.125 MHz bands for its
uplink and downlink feeds, respectively, consistent with the technical
specifications set forth in its application, as modified, the FCC's
rules (unless specifically waived) and the conditions set forth in the
FCC's Order and Authorization (Orbital Communications Corporation,
Order and Authorization, 9 FCC Rcd 6476 (1994); recon. denied, 10 FCC
Rcd 7801 (1995); Orbital Communications Corporation, Modification
Order, DA 98-617, released March 31, 1998).

In rendering such opinions, such counsel may (A) limit such
opinions to matters relating to the Communications Act of 1934, as amended, and
the rules, regulations and policies of the FCC and International Treaties
relating to communications to which the United States is a party (collectively,
the "Act") and (B) rely (1) as to matters involving the application of laws
other than the laws of the United States and jurisdictions in which they are
admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance
reasonably satisfactory to Underwriters' Counsel) of other counsel reasonably
acceptable to Underwriters' Counsel,

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<PAGE> 23
familiar with the applicable laws; (2) as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of the Company,
ORBCOMM and certificates or other written statements of officers of departments
of various jurisdictions having custody of documents respecting the corporate
existence or good standing of the Company, ORBCOMM and its subsidiaries,
provided that copies of any such statements or certificates shall be delivered
to Underwriters' Counsel. The opinion of such counsel for the Company and
ORBCOMM shall state that the opinion of any such other counsel is in form
satisfactory to such counsel and, in their opinion, you and they are justified
in relying thereon.

(e) All proceedings taken in connection with the sale of
the Firm Shares and the Additional Shares as herein contemplated shall be
reasonably satisfactory in form and substance to you and to Underwriters'
Counsel, and the Underwriters shall have received from said Underwriters'
Counsel a favorable opinion, dated as of the Closing Date with respect to the
issuance and sale of the Shares, the Registration Statement and the Prospectus
and such other related matters as you may reasonably require, and the Company
and ORBCOMM shall have furnished to Underwriters' Counsel such documents as
they reasonably request for the purpose of enabling them to pass upon such
matters.

(f) At the Closing Date, you shall have received a
certificate of the Chief Executive Officer and Chief Financial Officer of each
of the Company and ORBCOMM, dated the Closing Date to the effect that (i) the
condition set forth in subsection (a) of this Section 6 has been satisfied,
(ii) as of the date hereof and as of the Closing Date the representations and
warranties of each of the Company and ORBCOMM set forth in Section 1 hereof are
accurate, (iii) as of the Closing Date the obligations of each of the Company
and ORBCOMM to be performed hereunder on or prior thereto have been duly
performed and (iv) subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, neither the Company
nor ORBCOMM nor any of its subsidiaries has sustained any material loss or
interference with their respective businesses or properties from fire, flood,
hurricane, accident or other calamity, whether or not covered by insurance, or
from any labor dispute or any legal or governmental proceeding, and there has
not been any Material Adverse Effect on the Company, or ORBCOMM and its
subsidiaries taken as a whole, except in each case as described in the
Prospectus.

(g) At the time this Agreement is executed and at the
Closing Date, you shall have received a letter from KPMG Peat Marwick LLP,
independent public accountants for the Company and ORBCOMM, dated,
respectively, as of the date of this Agreement and as of the Closing Date,
addressed to the Underwriters and in form and substance reasonably satisfactory
to you, to the effect that: (i) they are independent certified public
accountants with respect to the Company and ORBCOMM within the meaning of the
Act and the Regulations and stating that the answer to Item 10 of the
Registration Statement is correct insofar as it relates to them; (ii) stating
that, in their opinion, the financial statements and schedules of each of the
Company and ORBCOMM included in the Registration Statement and the Prospectus
and covered by their opinion therein comply as to form in all material respects
with the applicable accounting requirements of the Act and the applicable
published rules and regulations of the Commission thereunder; (iii) on the
basis of procedures

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<PAGE> 24
consisting of a reading of the latest available unaudited interim consolidated
financial statements of the Company, ORBCOMM and its subsidiaries, a reading of
the minutes of meetings and consents of the stockholders and board of directors
of the Company, general partners of ORBCOMM and the board of directors of
ORBCOMM's subsidiaries and the committees of such boards subsequent to
inquiries of officers and other employees of the Company, ORBCOMM and its
subsidiaries who have responsibility for financial and accounting matters of
the Company, ORBCOMM and its subsidiaries with respect to transactions and
events subsequent to December 31, 1997 and other specified procedures and
inquiries to a date not more than five days prior to the date of such letter,
nothing has come to their attention that would cause them to believe that: (A)
the unaudited consolidated financial statements and schedules of the Company
and ORBCOMM presented in the Registration Statement and the Prospectus do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and, if applicable, the Exchange Act and the applicable
published rules and regulations of the Commission thereunder or that such
unaudited consolidated financial statements are not fairly presented in
conformity with GAAP applied on a basis substantially consistent with that of
the audited consolidated financial statements included in the Registration
Statement and the Prospectus; (B) with respect to the period subsequent to
December 31, 1997 there were, as of the date of the most recent available
monthly consolidated financial statements of the Company, ORBCOMM and its
subsidiaries, if any, and as of a specified date not more than five days prior
to the date of such letter, any changes in the capital stock, partners' capital
or long-term indebtedness of the Company or ORBCOMM or any decrease in the net
current assets or stockholders' equity of the Company or the net current assets
a partners' capital of ORBCOMM, in each case as compared with the amounts shown
in the most recent balance sheet presented in the Registration Statement and
the Prospectus, except for changes or decreases which the Registration
Statement and the Prospectus disclose have occurred or may occur or which are
set forth in such letter or (C) that during the period from December 31, 1997
to the date of the most recent available monthly consolidated financial
statements of the Company, ORBCOMM and its subsidiaries, if any, and to a
specified date not more than five days prior to the date of such letter, there
was any decrease, as compared with the corresponding period in the prior fiscal
year, in total revenues, or total or per share net income, except for decreases
which the Registration Statement and the Prospectus disclose have occurred or
may occur or which are set forth in such letter; and (iv) stating that they
have compared specific dollar amounts, numbers of shares, percentages of
revenues and earnings, and other financial information pertaining to the
Company, ORBCOMM and its subsidiaries set forth in the Registration Statement
and the Prospectus, which have been specified by you prior to the date of this
Agreement, to the extent that such amounts, numbers, percentages, and
information may be derived from the general accounting and financial records of
the Company, ORBCOMM and its subsidiaries or from schedules furnished by the
Company or ORBCOMM, and excluding any questions requiring an interpretation by
legal counsel, with the results obtained from the application of specified
readings, inquiries, and other appropriate procedures specified by you set
forth in such letter, and found them to be in agreement.

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<PAGE> 25
(h) Prior to the Closing Date, the Company and ORBCOMM
shall have furnished to you such further information, certificates and
documents as you may reasonably request.

(i) You shall have received (A) from each executive
officer and director of the Company, each Member of the ORBCOMM Committee (as
defined in the Prospectus), each executive officer of Orbital and Teleglobe,
each executive officer and director of OCC and each executive officer and
director of the managing partner of Teleglobe Mobile, an agreement to the
effect that such person will not, directly or indirectly, without your prior
written consent, offer, sell, offer or agree to sell, grant any option to
purchase or otherwise dispose (or announce any offer, sale, grant of an option
to purchase or other disposition) of any shares of Common Stock (or any
securities convertible into, exercisable for or exchangeable for shares of
Common Stock) for a period of 180 days after the date of the Prospectus and (B)
from each of OCC and Teleglobe Mobile an agreement to the effect that such
person will not, directly or indirectly, without your prior written consent,
offer, sell, offer or agree to sell, grant any option to purchase or otherwise
dispose (or announce any offer, sale, grant of an option to purchase or other
disposition) of any shares of Common Stock, Partnership Units, shares of
capital stock of OCC or partnership interests of Teleglobe Mobile (or any
securities convertible into, exercisable for or exchangeable for shares of
Common Stock, Partnership Units, shares of capital stock of OCC or partnership
interests of Teleglobe Mobile) for a period of 180 days after the date of the
Prospectus, in each case in respect of (A) and (B), other than the Company's
sale of Shares hereunder, the exchange of Partnership Units to the extent
permitted under the Unit Exchange Agreement and the Company's issuance of
Common Stock upon the exercise of currently outstanding options and the grant
of options pursuant to the 1998 Equity Plan of the Company and ORBCOMM. In
addition, the Company shall have received a similar agreement with similar
effect for a period of 180 days after the date of the Prospectus from each
person purchasing Directed Shares as listed on Schedule III hereto, subject to
ORBCOMM's (rather than your) prior written consent.

(j) You shall have received from each of Orbital,
Teleglobe and TRI an agreement to the effect they will not, directly or
indirectly, without your prior written consent, issue, sell, offer, or agree to
sell, grant any option for or otherwise dispose (or announce any offer, sale,
grant of an option for or other disposition) of any shares of common stock of
OCC or partnership interests of Teleglobe Mobile (or any securities convertible
into, exercisable for or exchangeable for shares of common stock of OCC or
partnership interests of Teleglobe Mobile) for a period of 180 days after the
date of the Prospectus.

(k) At the Closing Date, the Common Stock shall have been
approved for quotation on the Nasdaq National Market, subject only to official
notice of issuance.

(l) At the Closing Time, the transactions contemplated
herein and the Transactions shall have been duly and validly effected and all
corporate proceedings and legal matters incident to the transactions
contemplated herein and the Transactions shall be reasonably satisfactory to
counsel for the Underwriters.

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<PAGE> 26
If any of the conditions specified in this Section 6 shall not
have been fulfilled when and as required by this Agreement, or if any of the
certificates, opinions, written statements or letters furnished to you or to
Underwriters' Counsel pursuant to this Section 6 shall not be in all material
respects reasonably satisfactory in form and substance to you and to
Underwriters' Counsel, all obligations of the Underwriters hereunder may be
canceled by you at, or at any time prior to, the Closing Date and the
obligations of the Underwriters to purchase the Additional Shares may be
canceled by you at, or at any time prior to, the Additional Closing Date.
Notice of such cancellation shall be given to the Company in writing, or by
telephone, telex or telegraph, confirmed in writing.

7. Indemnification. (a) The Company and ORBCOMM,
jointly and severally, agree to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all
losses, liabilities, claims, damages and expenses whatsoever as incurred
(including but not limited to attorneys' fees and any and all expenses
whatsoever incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or
otherwise, insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon any (i) untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Shares, as originally filed
or any amendment thereof, or any related preliminary prospectus or the
Prospectus, or in any supplement thereto or amendment thereof, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) the violation of any applicable laws or regulations of
foreign jurisdictions where Shares have been offered and (iii) any untrue
statement or alleged untrue statement of a material fact included in the
supplement or prospectus wrapper material distributed in connection with the
reservation and sale of the Directed Shares to eligible employees of ORBCOMM
and certain affiliates or otherwise or the omission or alleged omission
therefrom of a material fact necessary to make the statements therein, when
considered in conjunction with the Prospectus or preliminary prospectus, not
misleading; provided, however, that the Company and ORBCOMM will not be liable
in any such case to the extent but only to the extent that any such loss,
liability, claim, damage or expense arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company or ORBCOMM by or on behalf of any Underwriter through
you expressly for use therein; and provided, further, that neither ORBCOMM nor
the Company will be liable to an Underwriter with respect to any preliminary
prospectus to the extent that ORBCOMM or the Company shall sustain the burden
of proving that any such loss, liability, claim, damage or expense resulted
from the fact that such Underwriter in contravention of a requirement of this
Agreement or applicable law, sold Shares to a person to whom such Underwriter
failed to send or give, at or prior to the Closing Date, a copy of the
Prospectus as then amended or supplemented if the Company has previously
furnished copies thereof (sufficiently in advance of the Closing Date to allow

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<PAGE> 27
for distribution by the Closing Date) to the Underwriter and the loss,
liability, claim, damage or expense of such Underwriter resulted from an untrue
statement or omission or alleged untrue statement or omission of a material
fact contained in or omitted from the preliminary prospectus which was
corrected in the Prospectus as, if applicable, amended or supplemented prior to
the Closing Date. This indemnity agreement will be in addition to any
liability which the Company or ORBCOMM may otherwise have including under this
Agreement.

(b) Each Underwriter severally, and not jointly, agrees
to indemnify and hold harmless the Company and ORBCOMM, each of the directors
of the Company, each of the officers of the Company who shall have signed the
Registration Statement, and each other person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, against any losses, liabilities, claims, damages and expenses whatsoever
as incurred (including but not limited to attorneys' fees and any and all
expenses whatsoever incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation), jointly or several,
to which they or any of them may become subject under the Act, the Exchange Act
or otherwise, insofar as such losses, liabilities, claims, damages or expenses
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Shares, as originally filed
or any amendment thereof, or any related preliminary prospectus or the
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that any
such loss, liability, claim, damage or expense arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
you expressly for use therein; provided, however, that in no case shall any
Underwriter be liable or responsible for any amount in excess of the
underwriting discount applicable to the Shares purchased by such Underwriter
hereunder. This indemnity will be in addition to any liability which any
Underwriter may otherwise have including under this Agreement. The Company and
ORBCOMM each acknowledge that the statements set forth in the last paragraph of
the cover page, the first paragraph of text on the inside front cover page of
the Prospectus (regarding stabilization), and the third and eleventh paragraphs
of text under the caption "Underwriting" in the Prospectus constitute the
only information furnished in writing by or on behalf of any Underwriter
expressly for use in the registration statement relating to the Shares as
originally filed or in any amendment thereof, any related preliminary
prospectus or the Prospectus or in any amendment thereof or supplement thereto,
as the case may be.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it

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<PAGE> 28
from any liability which it may have under this Section 7). In case any such
action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof
with counsel satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by one of
the indemnifying parties in connection with the defense of such action, (ii)
the indemnifying parties shall not have employed counsel to have charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party
or parties), in any of which events such fees and expenses shall be borne by
the indemnifying parties; provided, however, that in connection with any one
such action, or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
the indemnifying parties shall be liable at any time only for the fees and
expenses of any (A) one principal firm and (B) one local counsel in each
jurisdiction in which it is deemed necessary to retain such local counsel for
the indemnified parties unless, in either of (A) or (B) above, the
representations of all indemnified parties by the same counsel would be
inappropriate in light of actual or potential differing interests among them.
Anything in this subsection to the contrary notwithstanding, an indemnifying
party shall not be liable for any settlement of any claim or action effected
without its written consent; provided, however, that such consent was not
unreasonably withheld.

(d) In connection with the offer and sale of the Directed
Shares, each of the Company and ORBCOMM jointly and severally agrees, promptly
upon a request in writing, to indemnify and hold harmless the Underwriters from
and against any and all losses, liabilities, claims, damages and expenses
incurred by them as a result of (i) the failure of eligible employees of
ORBCOMM or its affiliates to pay for and accept delivery of Directed Shares
which, following the effectiveness of the Registration Statement, were subject
to a properly confirmed agreement to purchase and (ii) the violation of any
securities laws of foreign jurisdictions in connection with any offer and/or
sale of Directed Shares.

8. Contribution. In order to provide for contribution
in circumstances in which the indemnification provided for in Section 7 hereof
is for any reason held to be unavailable from any indemnifying party or is
insufficient to hold harmless a party indemnified thereunder, the Company and
ORBCOMM, on the one hand, and the Underwriters, on the other hand, shall
contribute to the aggregate losses, claims, damages, liabilities and expenses
of the nature contemplated by such indemnification provision (including any
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after

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<PAGE> 29
deducting in the case of losses, claims, damages, liabilities and expenses
suffered by the Company or ORBCOMM any contribution received by the Company or
ORBCOMM from persons, other than the Underwriters, who may also be liable for
contribution, including persons who control the Company or ORBCOMM within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, officers
of the Company who signed the Registration Statement and directors of the
Company) as incurred to which the Company and ORBCOMM and one or more of the
Underwriters may be subject, in such proportions as is appropriate to reflect
the relative benefits received by the Company and ORBCOMM, on the one hand, and
the Underwriters, on the other hand, from the offering of the Shares or, if
such allocation is not permitted by applicable law or indemnification is not
available as a result of the indemnifying party not having received notice as
provided in Section 7 hereof, in such proportion as is appropriate to reflect
not only the relative benefits referred to above but also the relative fault of
the Company and ORBCOMM, on the one hand, and the Underwriters, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company and
ORBCOMM, on the one hand, and the Underwriters, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company and ORBCOMM and (y) the underwriting discounts and
commissions received by the Underwriters, respectively, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault of
the Company and ORBCOMM, on the one hand and of the Underwriters, on the other
hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or ORBCOMM by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, ORBCOMM and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 8, (i) in no case shall any
Underwriter be liable or responsible for any amount in excess of the
underwriting discount applicable to the Shares purchased by such Underwriter
hereunder, and (ii) no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
Notwithstanding the provisions of this Section 8 and the preceding sentence, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. For purposes of this
Section 8, each person, if any, who controls an Underwriter within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act shall have the
same rights to contribution as such Underwriter, and each person, if any, who
controls the Company or ORBCOMM within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, each officer of the Company who shall have

- 29 -
<PAGE> 30
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company and ORBCOMM, subject in each
case to clauses (i) and (ii) of this Section 8. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties, notify each party or
parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 8 or otherwise. No party shall be liable for contribution with respect
to any action or claim settled without its consent; provided, however, that
such consent was not unreasonably withheld.

9. Default by an Underwriter. (a) If any Underwriter
or Underwriters shall default in its or their obligation to purchase Firm
Shares or Additional Shares hereunder, and if the Firm Shares or Additional
Shares with respect to which such default relates do not (after giving effect
to arrangements, if any, made by you pursuant to subsection (b) below) exceed
in the aggregate 10% of the number of Firm Shares or Additional Shares, to
which the default relates shall be purchased by the non-defaulting Underwriters
in proportion to the respective proportions which the numbers of Firm Shares
set forth opposite their respective names in Schedule I hereto bear to the
aggregate number of Firm Shares set forth opposite the names of the
non-defaulting Underwriters.

(b) In the event that such default relates to more than
10% of the Firm Shares or Additional Shares, as the case may be, you may in
your discretion arrange for yourself or for another party or parties (including
any non-defaulting Underwriter or Underwriters who so agree) to purchase such
Firm Shares or Additional Shares, as the case may be, to which such default
relates on the terms contained herein. In the event that within 5 calendar
days after such a default you do not arrange for the purchase of the Firm
Shares or Additional Shares, as the case may be, to which such default relates
as provided in this Section 9, this Agreement or, in the case of a default with
respect to the Additional Shares, the obligations of the Underwriters to
purchase and of the Company to sell the Additional Shares shall thereupon
terminate, without liability on the part of the Company with respect thereto
(except in each case as provided in Section 5, 7(a) and 8 hereof) or the
Underwriters, but nothing in this Agreement shall relieve a defaulting
Underwriter or Underwriters of its or their liability, if any, to the other
Underwriters and the Company for damages occasioned by its or their default
hereunder.

(c) In the event that the Firm Shares or Additional
Shares to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid,
you or the Company shall have the right to postpone the Closing Date or
Additional Closing Date, as the case may be for a period, not exceeding five
business days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus or in any other
documents and arrangements, and the Company agrees to file promptly any
amendment or supplement to the Registration Statement or the Prospectus which,
in the opinion of Underwriters' Counsel, may thereby be made necessary or
advisable. The term "Underwriter" as used in this Agreement shall

- 30 -
<PAGE> 31
include any party substituted under this Section 9 with like effect as if it
had originally been a party to this Agreement with respect to such Firm Shares
and Additional Shares.

10. Survival of Representations and Agreements. All
representations and warranties, covenants and agreements of the Underwriters,
the Company and ORBCOMM contained in this Agreement, including the agreements
contained in Section 5, the indemnity agreements contained in Section 7 and the
contribution agreements contained in Section 8, shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
any Underwriter or any controlling person thereof or by or on behalf of the
Company and ORBCOMM, any of its officers and directors or any controlling
person thereof, and shall survive delivery of and payment for the Shares to and
by the Underwriters. The representations contained in Section 1 and the
agreements contained in Sections 5, 7, 8 and 11(d) hereof shall survive the
termination of this Agreement, including termination pursuant to Section 9 or
11 hereof.

11. Effective Date of Agreement; Termination. (a) This
Agreement shall become effective, upon the later of when (i) you and the
Company shall have received notification of the effectiveness of the
Registration Statement or (ii) the execution of this Agreement. If either the
initial public offering price or the purchase price per Share has not been
agreed upon prior to 5:00 P.M., New York time, on the fifth full business day
after the Registration Statement shall have become effective, this Agreement
shall thereupon terminate without liability to the Company or the Underwriters
except as herein expressly provided. Until this Agreement becomes effective as
aforesaid, it may be terminated by the Company by notifying you or by you
notifying the Company. Notwithstanding the foregoing, the provisions of this
Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full
force and effect.

(b) You shall have the right to terminate this Agreement
at any time prior to the Closing Date or the obligations of the Underwriters to
purchase the Additional Shares at any time prior to the Additional Closing
Date, as the case may be, if (i) any domestic or international event or act or
occurrence has materially disrupted, or in your opinion will in the immediate
future materially disrupt, the market for the Company's or ORBCOMM's securities
or securities in general; or (ii) if trading on the New York or American Stock
Exchanges or Nasdaq National Market shall have been suspended, or minimum or
maximum prices for trading shall have been fixed, or maximum ranges for prices
for securities shall have been required, on the New York or American Stock
Exchanges or Nasdaq National Market by the New York or American Stock Exchanges
or the National Association of Securities Dealers Automated Quotation System,
Inc. or by order of the Commission or any other governmental authority having
jurisdiction; or (iii) if a banking moratorium has been declared by a state or
federal authority or if any new restriction materially adversely affecting the
distribution of the Firm Shares or the Additional Shares, as the case may be,
shall have become effective; or (iv) if any downgrading in the rating of
ORBCOMM's debt securities by any "nationally recognized statistical
rating-organization" (as defined for purposes of Rule 436(g) under the Act; or
(v) (A) if the United States becomes engaged in hostilities or there is an
escalation of hostilities involving the United States or there is a declaration
of a

- 31 -
<PAGE> 32
national emergency or war by the United States or (B) if there shall have been
such change in political, financial or economic conditions if the effect of any
such event in (A) or (B) as in your judgment makes it impracticable or
inadvisable to proceed with the offering, sale and delivery of the Firm Shares
or the Additional Shares, as the case may be, on the terms contemplated by the
Prospectus.

(c) Any notice of termination pursuant to this Section 11
shall be by telephone, telex, or telegraph, confirmed in writing by letter.

(d) If this Agreement shall be terminated pursuant to any
of the provisions hereof (otherwise than pursuant to (i) notification by you as
provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if
the sale of the Shares provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth herein is not
satisfied or because of any refusal, inability or failure on the part of the
Company or ORBCOMM to perform any agreement herein or comply with any provision
hereof, the Company and ORBCOMM jointly and severally will, subject to demand
by you, reimburse the Underwriters for all out-of-pocket expenses (including
the fees and expenses of their counsel), incurred by the Underwriters in
connection herewith.

12. Notices. All communications hereunder, except as may
be otherwise specifically provided herein, shall be in writing and, if sent to
any Underwriter, shall be mailed, delivered, or telexed or telegraphed and
confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 245
Park Avenue, New York, New York 10167, Attention: Equity Syndicate Department
and J.P. Morgan Securities Inc., 60 Wall Street, New York, New York 10260,
Attention: Michael Tiedemann; if sent to the Company, shall be mailed,
delivered, or telegraphed and confirmed in writing to it c/o ORBCOMM Global,
L.P., 2455 Horse Pen Road, Herndon, Virginia 20171, Attention: General
Counsel.

13. Parties. This Agreement shall insure solely to the
benefit of, and shall be binding upon, the Underwriters, the Company and
ORBCOMM and the controlling persons, directors, officers, employees and agents
referred to in Section 7 and 8, and their respective successors and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Agreement or
any provision herein contained. The term "successors and assigns" shall not
include a purchaser, in its capacity as such, of Shares from any of the
Underwriters.

14. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, but without
regard to principles of conflicts of law.

- 32 -
<PAGE> 33
If the foregoing correctly sets forth the understanding
between you and the Company, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement among
us.

Very truly yours,

ORBCOMM CORPORATION

By:
----------------------------
Name: Scott L. Webster
Title: President and Chief
Executive Officer

ORBCOMM GLOBAL, L.P.

By:
----------------------------
Scott L. Webster
Chairman and Chief Executive Officer

- 33 -
<PAGE> 34
Accepted as of the date first above written

BEAR, STEARNS & CO. INC.

By:
-------------------------
Name:
Title:

J.P. MORGAN SECURITIES INC.

By:
-------------------------
Name:
Title:

On behalf of themselves and the other
Underwriters named in Schedule I hereto.

- 34 -
<PAGE> 35
SCHEDULE I

Number of
Name of Underwriter Firm Shares to be Purchased
------------------- ---------------------------

Bear, Stearns & Co. Inc.

J.P. Morgan Securities Inc.

Total . . . . . . . . . . . . . . . . 6,000,000
--------------------

- 1 -
<PAGE> 36
SCHEDULE II

[Names of subsidiaries, joint ventures and other equity interests]

- 2 -
<PAGE> 37
SCHEDULE III

[Names of Directed Share purchasers
subject to the lock-up provision]

- 3 -

<PAGE> 1
EXHIBIT 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ORBCOMM CORPORATION

FIRST: The name of the corporation (hereinafter sometimes referred to
as the "Corporation") is:

ORBCOMM CORPORATION

SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1013 Centre Road, New Castle County, Wilmington,
Delaware 19805. The name of its registered agent at such address is the
Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: The aggregate number of all classes of shares which the
Corporation shall have authority to issue is one hundred fifty million
(150,000,000) shares of common stock, par value of $.01 per share (the "Common
Stock").

a. Dividends. The holders of shares of Common Stock
shall be entitled to receive, when and if declared by the Board of Directors,
out of the assets of the Corporation that are by law available therefor,
dividends payable either in cash, in property, or in shares of Common Stock.

b. Voting Rights. At every annual or special meeting of
stockholders of the Corporation, every holder of Common Stock shall be entitled
to one vote, in person or by proxy, for each share of Common Stock standing in
his or her name on the books of the Corporation.

c. Liquidation, Dissolution or Winding Up. In the event
of any voluntary or involuntary liquidation, dissolution, or winding up of the
affairs of the Corporation, after payment or provision for payment of the debts
and other liabilities of the Corporation, the holders of all outstanding shares
of Common Stock shall be entitled to share ratably in the remaining net assets
of the Corporation.

d. Preemptive Rights. No holder of Common Stock shall
have any preemptive right to subscribe for or purchase any additional shares of
stock or securities convertible into or carrying warrants or options to acquire
shares of stock of the Corporation.

<PAGE> 2
FIFTH: The name and address of the Incorporator is as follows:

Monette P. Dawson
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004

SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation.

SEVENTH: The business and affairs of the Corporation shall be managed
by and under the direction of the Board of Directors. The Board of Directors
may exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or this Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

a. Newly Created Directorships and Vacancies. Newly
created directorships resulting from any increase in the number of directors or
any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or any other cause may be
filled by the Board of Directors, provided that a quorum is then in office and
present, or by a majority of the directors then in office, if less than a
quorum is then in office, or by the sole remaining director. Directors elected
to fill a newly created directorship or other vacancies shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor has been elected and has qualified.

b. Removal of Directors. The directors or any director
may be removed from office at any time, but only for cause, at a meeting called
for that purpose, and only by the affirmative vote of the holders of at least
80% of the voting power of all of the then outstanding voting stock, voting
together as a single class.

c. Written Ballot Not Required. Elections of directors
need not be by written ballot unless the Bylaws of the Corporation shall
otherwise provide.

EIGHTH: Stockholders may not call special meetings of the
stockholders. Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board, the Chief Executive Officer or the
President or upon the request in writing of a majority of the Board of
Directors.

NINTH: 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; provided, however, that the foregoing shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation Law
of Delaware, or (d) for any

2
<PAGE> 3
transaction from which the director derived an improper personal benefit. If
the General Corporation Law of Delaware is hereafter amended to permit further
elimination or limitation of the personal liability of directors, then the
liability of the director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of Delaware as so
amended. Any repeal or modification of this Article NINTH by the stockholders
of the Corporation or otherwise shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

TENTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation. Notwithstanding
any other provision of this Certificate of Incorporation or the Bylaws of the
Corporation, and notwithstanding the fact that a lesser percentage or separate
class vote may be specified by law, this Certificate of Incorporation, the
Bylaws of the Corporation or otherwise, but in addition to any affirmative vote
of the holders of any particular class or series of the capital stock required
by law, this Certificate of Incorporation, the Bylaws of the Corporation or
otherwise, the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding voting stock, voting as a single class, shall be
required to adopt any provision inconsistent with, to amend or repeal any
provision of or to adopt a Bylaw inconsistent with Articles SIXTH, SEVENTH and
EIGHTH of this Certificate of Incorporation.

IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by Mary Ellen Seravalli, its
authorized officer as of this 29th day of June, 1998.

/s/ MARY ELLEN SERAVALLI
------------------------------
Name: Mary Ellen Seravalli
Title: Secretary

<PAGE> 1
EXHIBIT 4.2

SUBSCRIPTION AGREEMENT

DATED AS OF --, 1998

BY AND BETWEEN

ORBCOMM CORPORATION

AND

ORBCOMM GLOBAL, L.P.

<PAGE> 2
This SUBSCRIPTION AGREEMENT (this "Agreement") is
dated as of --, 1998 and is by and between ORBCOMM Corporation, a Delaware
corporation (the "Company"), and ORBCOMM Global, L.P. ("ORBCOMM"), a Delaware
limited partnership.

WHEREAS, the Company intends to consummate an
underwritten initial public offering (the "Offering") of 6,000,000 shares of its
Common Stock, par value $.01 per share (the "Common Stock") (6,900,000 shares if
the Underwriters' over-allotment option is exercised in full) and to use the
proceeds of the Offering to purchase an equivalent number of Partnership Units
("Units") in ORBCOMM as described in the registration statement on Form S-1
(File No. 333-50599) filed with the U.S. Securities and Exchange Commission, as
amended (the "Registration Statement").

WHEREAS, upon consummation of the Offering, ORBCOMM
intends to issue and sell to the Company 6,000,000 Units (6,900,000 Units if
the Underwriters' over-allotment option is exercised in full) at a purchase
price per Unit equal to the per share public offering price of the Common Stock
less the per share underwriting discount.

WHEREAS, ORBCOMM owns all 100 currently outstanding
shares of Common Stock (the "Outstanding Shares") and intends to surrender the
Outstanding Shares to the Company in connection with the consummation of the
Offerings and the Company intends to cancel the Outstanding Shares upon
surrender by ORBCOMM.

NOW, THEREFORE, the parties hereto, intending to be
bound, hereby agree as follows:

ARTICLE I.
DEFINITIONS

SECTION 1.1. REFERENCE TO REGISTRATION STATEMENT.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Registration Statement.

SECTION 1.2. CERTAIN DEFINITIONS. As used in this
Agreement, the following terms have the following respective meanings:

"AGREEMENT" means this Subscription Agreement.

"COMMON STOCK" has the meaning assigned to the term in
the recitals of this Agreement.

"FIRM UNITS" has the meaning assigned to the term in
Section 2.1 of this Agreement.

"FIRM SHARES" means the shares of Common Stock
purchased by the Underwriters pursuant to the Underwriting Agreement without
giving effect to the exercise of the over-allotment option.

"ORBCOMM" means the Partnership as such term is used in
the Partnership Agreement referenced herein.

"OFFERING" has the meaning assigned to the term in the
recitals of this Agreement.

"OPTION UNITS" has the meaning assigned to the term in
Section 2.2 of this Agreement.

<PAGE> 3

"OPTION SHARES" means the shares of Common Stock
purchased by the Underwriters pursuant to the over-allotment option granted in
the Underwriting Agreement.

"PARTNERSHIP AGREEMENT" means the Limited Partnership
Agreement of ORBCOMM Global, L.P. dated as of --, as amended.

"REGISTRATION STATEMENT" has the meaning assigned to
the term in the recitals of this Agreement.

"UNITS" has the meaning assigned to the term in the
recitals of this Agreement.

ARTICLE II.
PURCHASE OF UNITS BY THE COMPANY

SECTION 2.1. FIRM UNITS. Subject to the terms and
conditions set forth herein, ORBCOMM agrees to create, issue and sell 6,000,000
Units to the Company (the "FIRM UNITS") and the Company agrees to purchase the
Firm Units at a price per Firm Unit equal to the per share price paid by the
Underwriters for the 6,000,000 Firm Shares of Common Stock purchased by the
Underwriters pursuant to the Underwriting Agreement.

SECTION 2.2. OVER-ALLOTMENT UNITS. Subject to terms
and conditions set forth herein, ORBCOMM agrees to create, issue and sell up to
900,000 Units to the Company (the "OPTION UNITS") and the Company agrees to
purchase an aggregate number of Option Units that is equal to the number of
Option Shares of Common Stock purchased by the Underwriters pursuant to the
Purchase Agreement at a price per Option Unit equal to the price paid by the
Underwriters for the Option Shares of Common Stock purchased by the
Underwriters pursuant to the Purchase Agreement.

ARTICLE III.
DELIVERY AND PAYMENT FOR INTERESTS

SECTION 3.1. DELIVERY OF AND PAYMENT FOR FIRM UNITS.
Delivery of certificates for the Firm Units shall be made at the time and
location of the delivery of the Firm Shares under the Purchase Agreement
against payment of the purchase price therefor in immediately available funds.

SECTION 3.2. DELIVERY OF AND PAYMENT FOR OPTION UNITS.
Delivery of certificates for the Option Units shall be made at the time and
location of the delivery of the Option Shares under the Purchase Agreement
against payment of the purchase price therefor in immediately available funds.

SECTION 3.3. DELIVERY AND CANCELLATION OF
OUTSTANDING SHARES. ORBCOMM hereby agrees that in addition to its other
obligations under this Agreement, upon payment by the Company of the purchase
price for the Firm Shares pursuant to Section 3.1 above, ORBCOMM shall deliver
the Outstanding Shares to the Company and shall relinquish any rights in or
claims on the Outstanding Shares. The Company hereby agrees that upon delivery
of the Outstanding Shares by ORBCOMM, the Company shall retire and cancel such
Outstanding Shares.

2
<PAGE> 4

ARTICLE IV.
ADMISSION OF THE COMPANY TO ORBCOMM

SECTION 4.1. ADMISSION OF THE COMPANY. The Company
wishes to be admitted as a General Partner in ORBCOMM and agrees to be bound by
all of the applicable provisions of the Partnership Agreement. Prior to the
first issuance of any Units hereunder, the Company will execute and deliver a
counterpart of the Partnership Agreement in substantially the form set forth in
Annex A hereto. This Agreement constitutes the Company's written request that
ORBCOMM's Partnership Unit Register be amended to reflect the Company's
admission as a General Partner and ORBCOMM agrees that its Partnership Unit
Register will be so amended, and the Company will be admitted as a General
Partner in ORBCOMM, on the date of the issuance of the Firm Units hereunder.

ARTICLE V.
EXPENSES OF THE OFFERING

The Company shall pay for all expenses incurred by the
Company in connection with the Offering and the transactions contemplated by
this Agreement.

ARTICLE VI.
CONDITIONS OF THE PARTIES' OBLIGATIONS

SECTION 6.1. FIRM UNITS. The respective obligations
of the parties with respect to the Firm Units are subject to the performance by
the Underwriters of their obligations to purchase the Firm Shares under the
Purchase Agreement.

SECTION 6.2. OPTION UNITS. The respective obligations
of the parties with respect to the Option Units, if any, are subject to the
performance by the Underwriters of their obligations, if any, to purchase
Option Shares under the Purchase Agreement.

ARTICLE VII.
REPRESENTATIONS AND WARRANTIES

SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF
ORBCOMM. ORBCOMM hereby represents and warrants that it has duly and validly
executed and delivered this Agreement and that the Firm Units and the Option
Units, if any, when issued against payment therefore by the Company pursuant to
Article III, will be duly and validly authorized and issued and fully-paid and
non-assessable.

SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY. The Company hereby represents and warrants that it has duly and
validly executed and delivered this Agreement and will duly and validly execute
the Partnership Agreement pursuant to Article IV.

ARTICLE VIII.
INDEMNIFICATION AND CONTRIBUTION

SECTION 8.1. INDEMNIFICATION BY ORBCOMM. ORBCOMM will
indemnify and hold harmless the Company and each of its officers, directors and
employees (each an "INDEMNIFIED PARTY") against any losses, claims, damages or
liabilities to which such indemnified party may become subject, under the
Securities Act or otherwise, that directly or indirectly, arise out of or are
related to, the transactions contemplated by this Agreement, and will reimburse
such indemnified party for any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or

<PAGE> 5

defending any such action or claim, as such losses, damages, liabilities or
expenses are incurred; provided, however, that ORBCOMM shall not be liable in
any such case to any indemnified party to the extent that any such loss, claim,
damage or liability arises out of or is based upon an intentional act or
omission of the indemnified party that was contrary to any written instruction
or request of ORBCOMM or that amounted to willful misconduct on the part of the
indemnified party.

SECTION 8.2. PROCEEDINGS. Promptly after receipt by
an indemnified party of notice of the commencement of any action, suit or
proceeding as to which a claim in respect thereof is to be made against ORBCOMM
under Section 8.1, the indemnified party shall notify ORBCOMM in writing of the
commencement thereof, but the omission so to notify ORBCOMM shall not relieve
ORBCOMM from any liability which it may have to any indemnified party otherwise
than under such section, unless ORBCOMM is materially prejudiced thereby. In
case any such action shall be brought against any indemnified party and it
shall notify ORBCOMM of the commencement thereof, ORBCOMM shall be entitled to
participate therein and, to the extent that it shall wish, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
party, and, after notice from ORBCOMM to such indemnified party of its election
so to assume the defense thereof, ORBCOMM shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. ORBCOMM shall not, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (a)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (b) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party. No indemnified party shall effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution has been or may be sought hereunder without the prior written
consent of ORBCOMM.

SECTION 8.3. CONTRIBUTION. To provide for just and
equitable contribution in circumstances in which the indemnity provided for in
Section 8.1 is for any reason held to be unenforceable although applicable in
accordance with its terms, ORBCOMM shall contribute to the losses, liabilities,
claims, damages and expenses of the type contemplated by such indemnity
agreement incurred by any indemnified party in such proportion as shall be
appropriate to reflect (a) the relative benefits received, directly or
indirectly, by ORBCOMM on the one hand and the indemnified party on the other
hand, from (i) the sale of the Firm Shares and the Option Shares, if any, and
(ii) the sale of the Firm Units and the Option Units, if any, and (b) the
relative fault of ORBCOMM on the one hand and the indemnified party on the
other, with respect to the acts or omissions that resulted in such loss,
liability, claim, damage or expense, or action in respect thereof, as well as
any other relevant equitable considerations. Each of ORBCOMM and the Company
agrees that it would not be just and equitable if contribution pursuant to this
Section 8.3 were to be determined by pro rata allocation or by any other method
of allocation that does not take into account the relevant equitable
considerations. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from ORBCOMM if ORBCOMM was not guilty of such fraudulent
misrepresentation.

The indemnity and contribution obligations in this
Article VIII are solely obligations of ORBCOMM and no recourse may be had
thereunder against any partner, partner representative, director, officer,
employee or agent of ORBCOMM.

<PAGE> 6

ARTICLE IX.
MISCELLANEOUS PROVISIONS

SECTION 9.1. GOVERNING LAW. This Agreement is governed
by, and shall be construed in accordance with, the laws of the State of New
York without regard to principles of conflicts of laws.

SECTION 9.2. 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.

SECTION 9.3. ENTIRE AGREEMENT. This Agreement
constitutes the entire understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings among such
parties with respect to such subject matter.

<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

ORBCOMM CORPORATION

---------------------------
Name: Scott L. Webster
Title: President and Chief Executive Officer

ORBCOMM GLOBAL, L.P.

---------------------------
Name: Scott L. Webster
Title: Chief Executive Officer

6
<PAGE> 8

ANNEX A
TO 1998 SUBSCRIPTION AGREEMENT
FORM OF COUNTERPART TO PARTNERSHIP AGREEMENT

The undersigned agrees to be bound by the Partnership
Agreement of ORBCOMM Global, L.P., dated as of --, as amended, to which this
signature page is attached.

IN WITNESS WHEREOF, the undersigned has
hereunto set its hand as of this -- day of March, 1998.

GENERAL PARTNER
ORBCOMM CORPORATION

---------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 4.3

UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

DATED AS OF --, 1998

BY AND AMONG

ORBCOMM CORPORATION,

ORBCOMM GLOBAL, L.P.,

ORBITAL COMMUNICATIONS CORPORATION

AND

TELEGLOBE MOBILE PARTNERS

<PAGE> 2
UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

This UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as
of --, 1998, is made by and among ORBCOMM Corporation (the "COMPANY"), a
Delaware corporation, ORBCOMM Global, L.P. ("ORBCOMM"), a Delaware limited
partnership, Orbital Communications Corporation ("OCC"), a Delaware corporation
and Teleglobe Mobile Partners ("TELEGLOBE MOBILE"), a Delaware general
partnership.

The parties hereto agree as follows:

ARTICLE I.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICABILITY

SECTION 1.01. DEFINITIONS. As used in this Agreement,
the following terms have the following respective meanings:

"AGREEMENT" means this Unit Exchange and Registration Rights
Agreement.

"APPLICABLE LIMIT" shall have the meaning assigned thereto in
Section 2.03.

"BUSINESS DAY" means a day other than a Saturday, Sunday,
national or New York State holiday or other day on which commercial banks in New
York City are authorized or required by law to close.

"CLOSING" shall have the meaning assigned thereto in Section
2.05.

"CLOSING PRICE" means, for each Trading Day, the last reported
sale price regular way or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not so listed
or admitted to trading on a national securities exchange, on the NASDAQ National
Market System or, if the Common Stock is not quoted on the NASDAQ National
Market System, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by ORBCOMM for that purpose or, if the Common Stock
is not traded in the over-the-counter market, the fair market value per share of
the Common Stock as determined by the ORBCOMM Committee (whose determination
shall be conclusive and binding).

"COMMISSION" means the Securities and Exchange Commission.

"COMMON STOCK" means the shares of Common Stock, par value
$.01 per share, of the Company.

"COMPANY" shall have the meaning set forth in the preamble and
shall also include the Company's successors.

"COMPANY BOARD" means the Board of Directors of the Company.

"COMPANY CERTIFICATE" shall have the meaning assigned thereto
in Section 5.03.

"DEEMED OUTSTANDING SHARES" means the sum of: (a) all shares
of Common Stock outstanding, plus (b) the aggregate number of shares of Common
Stock issuable under this Agreement in exchange for Partnership Units at the
then applicable Exchange Rate, assuming for this purpose that the Partnership
Units are then exchangeable.

"ELECTION NOTICE" shall have the meaning assigned thereto in
Section 2.02.

<PAGE> 3

"EXCHANGE NOTICE" shall have the meaning assigned thereto in
Section 2.02.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, or
any successor thereto, as the same shall be amended from time to time.

"EXCHANGE ACT DOCUMENTS" shall have the meaning assigned
thereto in Section 5.01(a)(vii).

"EXCHANGE NOTICE" shall have the meaning assigned thereto in
Section 2.02.

"EXCHANGE RATE" shall have the meaning assigned thereto in
Section 2.01.

"EXCHANGE UNITS" shall have the meaning assigned thereto in
Section 2.03.

"EXCHANGE PERIOD" means the period commencing on the date a
Exchange Notice is mailed and ending 20 Business Days following such date.

"EXCHANGING HOLDER" shall have the meaning assigned thereto
in Section 2.02.

"HOLDER" means any person that is a record owner of
Partnership Units.

"INDEMNIFIED PERSON" means, with respect to indemnification by
ORBCOMM: (a) the Company and each of its directors and officers; (b) each
Registering Holder; (c) such Registering Holder's directors, officers, and
employees (d) each other person (including each underwriter) that participated
in the offering of Registerable Securities; and (e) each other person, if any,
that controls the Company or such Registering Holder (and each of their
directors, officers and employees) or such participant within the meaning of the
Securities Act, and with respect to indemnification by a Registering Holder: (i)
the Company; (ii) ORBCOMM; (iii) each of their officers and directors; and (iv)
each person, if any, that controls any of them within the meaning of the
Securities Act.

"INDEMNIFYING PERSON" shall have the meaning assigned thereto
in Section 8.03.

"INDEPENDENT COMPANY MEMBERS" means the two independent
members of the ORBCOMM Committee elected pursuant to the Partnership Agreement.

"MANAGING UNDERWRITER OR UNDERWRITERS" means the person or
persons selected by Holders in an offering pursuant to Section 5.01 to manage an
underwritten offering of Common Stock.

"NOTICE OF EXCHANGE AUTHORIZATION" shall mean the document
attached hereto as Exhibit C attached hereto.

"OCC" shall have the meaning set forth in the preamble.

"ORBCOMM" shall have the meaning set forth in the preamble and
shall also include ORBCOMM's successors.

"ORBCOMM COMMITTEE" means the Committee of ORBCOMM
established pursuant to the Partnership Agreement.

"ORBCOMM COMMITTEE MEMBER" means any person authorized to act
as a member of the ORBCOMM Committee pursuant to the Partnership Agreement.

"PARTNERSHIP AGREEMENT" means the Amended and Restated
Partnership Agreement of ORBCOMM Global, L.P. in effect on the date hereof.

"PARTNERSHIP UNITS" has the meaning assigned thereto in the
Partnership Agreement.

<PAGE> 4

"PERSON" means a natural person, partnership (whether general
or limited), limited liability company, trust, estate, association, corporation,
custodian, nominee or any other individual or entity in its own or any
representative capacity.

"PROCESS AGENT" shall have the meaning assigned thereto in
Section 12.07.

"REGISTERING HOLDERS" shall have the meaning assigned thereto
in Section 5.01(a)(i).

"REGISTERABLE SECURITIES" means the shares of Common Stock
acquired by a Holder on exchange of Partnership Units pursuant to this Agreement
that have not previously been registered for sale pursuant to this Agreement;
provided, that, if nationally recognized securities counsel to the Company
delivers to the Company a written legal opinion to the effect that any
particular securities may be disposed of by the Holder thereof in the manner
proposed by such Holder without registration under the Securities Act, such
securities shall not be Registerable Securities.

"REGISTRATION NOTICE" shall have the meaning assigned thereto
in Article IV.

"REGISTRATION REQUEST" shall have the meaning assigned
thereto in Article IV.

"RULE 144" shall have the meaning assigned thereto in Section
5.03.

"SECURITIES ACT" means the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

"SHELF REGISTRATION" means a registration pursuant to a Shelf
Registration statement.

"SHELF REGISTRATION STATEMENT" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 5.01 hereof that
covers Common Stock on an appropriate form under Rule 415 under the Securities
Act, or any similar rule that may be adopted by the Commission and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

"SUSPENSION NOTICE" shall have the meaning assigned thereto
in Section 5.01(c).

"TELEGLOBE MOBILE" shall have the meaning set forth in the
preamble and shall include Teleglobe Mobile's successors.

"TRADING DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are not traded on the
applicable exchange or in the applicable market.

"UNDERWRITER" means any underwriter of an underwritten
offering of Common Stock pursuant to Section 5.01.

SECTION 1.02. INTERPRETATION. The following provisions
shall govern the interpretation of this Agreement:

(a) The singular form of any word used herein,
including the terms defined in Section 1.01, include the plural, and vice
versa, unless the context otherwise requires. The use herein of a pronoun of
any gender shall include correlative words of the other gender.

(b) Unless otherwise expressly indicated, all
references herein to "Articles," "Sections" and other subdivisions hereof are
to the corresponding Articles, Sections or subdivisions of this Agreement, and
the words "herein," "hereof," "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section
or subdivision hereof.

3
<PAGE> 5
(c) The headings or titles of the several
Articles and Sections hereof, and any table of contents appended to copies
hereof, shall be solely for convenience of reference and shall not affect the
meaning, construction or effect of this Agreement.

(d) Each reference herein to any agreement,
instrument or other document shall mean such agreement, instrument or document
as from time to time amended, modified or supplemented in accordance with the
terms hereof and thereof. The term "including" shall be construed to mean
"including but not limited to."

ARTICLE II.
EXCHANGE RIGHTS

SECTION 2.01. GENERAL RIGHTS. Subject to: (a) the restrictions
on transfer contained in the Partnership Agreement; (b) the exchange right
deferral of ORBCOMM and the Company under Section 2.10; and (c) if applicable,
the authorization of the ORBCOMM Committee pursuant to Section 2.03(b), each
Partnership Unit shall be exchangeable as specified in Section 2.03 hereof, at
the option of the Holder thereof for one fully paid and non-assessable share of
Common Stock, subject to adjustment as provided in Article III. The number of
shares of Common Stock to be delivered by the Company pursuant to this Article
II in exchange for one Partnership Unit is hereinafter referred to as the
"EXCHANGE RATE."

SECTION 2.02. NOTICE REQUIRED FOR EXERCISE OF EXCHANGE RIGHT.
A Holder electing to exercise its right of exchange under this Agreement shall
provide written notice (an "ELECTION NOTICE") to the Company and ORBCOMM of its
intent to: (a) exercise its rights under this Article II and setting forth the
number of Partnership Units to be exchanged by such Holder; (b) exercise or not
exercise its right pursuant to Articles IV and V hereof to have registered
pursuant thereto the Common Stock received in exchange for Partnership Units;
and (c) engage or not engage in any distribution of the Common Stock. Promptly
following receipt of such Election Notice, ORBCOMM shall send notice to the
other Holders a copy of such notice (the "EXCHANGE NOTICE"). Such other Holders
shall each then have the right during the Exchange Period to elect their right
of exchange by furnishing to the Company and ORBCOMM an Election Notice prior to
the expiration of the Exchange Period that contains the information required by
Section 2.02 (a)-(c) above. Each Holder furnishing an Election Notice during the
Exchange Period is referred to herein as an "EXCHANGING HOLDER." The receipt of
additional Election Notices from Holders during the Exchange Period shall not
require an additional Exchange Notice to be made by ORBCOMM. No Holder may
furnish any notice under this Section 2.02 or otherwise participate in any
exchange hereunder unless such Holder and its affiliates are in full compliance
with the Partnership Agreement.

SECTION 2.03. LIMITATIONS ON EXCHANGE.

(a) The Company shall be required to effect,
or take any action to effect, any exchange of Partnership Units for Common
Stock only to the extent that the sum of the number of Partnership Units
requested to be exchanged pursuant to this Agreement (the "EXCHANGE UNITS") do
not exceed the following amounts: (i) following the first fiscal quarter in
which ORBCOMM has achieved positive earnings before interest, taxes,
depreciation and amortization, as determined in accordance with generally
accepted accounting principles, each Holder shall have the right, and the
Company shall be required, to exchange up to 25% of such Holders'

<PAGE> 6

Partnership Units (excluding, for the purpose of this calculation, any
Partnership Units previously exchanged pursuant to this Section 2.03) for
Common Stock; (ii) following the date on which ORBCOMM has launched a total of
28 satellites, each Holder shall have the right, and the Company shall be
required, to exchange up to 25% of such Holders' Partnership Units (excluding,
for the purpose of this calculation, any Partnership Units previously exchanged
pursuant to this Section 2.03) for Common Stock; and (iii) following the
earlier of: (A) the date on which ORBCOMM has launched a total of 36
satellites, provided that ORBCOMM has achieved positive earnings before
interest, taxes, depreciation and amortization, as determined in accordance
with generally accepted accounting principles for at least one full fiscal
quarter; or (B) December 31, 2000, each Holder shall have the right, and the
Company shall be required, to exchange up to 100% of such Holders' Partnership
Units for Common Stock (such limitations from time to time, the "APPLICABLE
LIMIT"). Each Holder may exchange up to 50% of such Holders' Partnership Units
for Common Stock provided the conditions set forth in both clauses: (i) and
(ii) of this Section 2.03(a) have been met. Notwithstanding the foregoing, each
Holder is permitted to exchange up to 100% of such Holder's Partnership Units
for Common Stock at any time, provided, that such exchange does not cause
material adverse tax consequences for any other Holder (except if the effected
Holder otherwise consents) and provided further, that shares of Common Stock
received in exchange for Partnership Units pursuant to this sentence may not be
registered pursuant to Article IV prior to the date such shares would have
eligible for registration had they been received in an exchange conducted
pursuant to the previous sentence.

(b) If the Exchanging Holders request to
exchange a number of Partnership Units in excess of the Applicable Limit, at
the next meeting of the ORBCOMM Committee following the expiration of the
Exchange Period, the ORBCOMM Committee shall determine whether to authorize the
exchange of the Partnership Units in excess of the Applicable Limit requested
to be exchanged pursuant to the Election Notices received during such Exchange
Period. Authorization of the exchange of Partnership Units in excess of the
Applicable Limit pursuant to this Section 2.03(b) shall require the affirmative
vote of ORBCOMM Committee Members representing at least 66 2/3% of the
ORBCOMM Committee Members, including at least one of the Independent Company
Members.

(c) Each Exchanging Holder shall have 10 Business
Days from the last day of the Exchange Period to countersign and return to
ORBCOMM the Notice of Exchange Authorization attached hereto as Exhibit C. Any
Exchanging Holder that fails to so countersign and return its notice shall lose
its exchange rights with respect to that Exchange Period.

SECTION 2.04. EXCHANGE OF PARTNERSHIP UNITS. At the Closing
described in Section 2.05, the Company shall issue and deliver to such
Exchanging Holder shares of Common Stock in an amount equal to the Exchange Rate
multiplied by the number of Exchange Units requested by a Holder in such
Holders' Election Notice; provided, however, that number of Exchange Units shall
not exceed the greater of: (a) the Applicable Limit or (b) the number of
Partnership Units authorized for exchange by the ORBCOMM Committee pursuant to
Section 2.03(b).

SECTION 2.05. CLOSING. The closing of the transactions
contemplated by this Article II shall take place at such specific time and place
as shall be mutually agreed on by the Company, ORBCOMM and the Exchanging
Holder(s) involved (the "CLOSING"). At the Closing, the Exchanging Holder(s)
shall relinquish to the Company certificates representing such Partnership Units
as are to be exchanged accompanied by such instruments of transfer as shall
reasonably be required by the Company and ORBCOMM, and the Company shall deliver
to such Exchanging Holder(s) shares of Common Stock in an amount determined
pursuant to Section 2.04, registered in the name of such Exchanging Holder(s).
The Company shall present to ORBCOMM such Partnership Units for transfer and
ORBCOMM shall deliver replacement certificates representing the number of
Partnership Units transferred to the Company in the name of the Company or its
designee and ORBCOMM shall make corresponding notations in its books and
records. In addition, each Exchanging Holder shall deliver to the Company and
ORBCOMM

<PAGE> 7
a letter of representation substantially in the form of Exhibit A attached
hereto and such other certificates and documents as may reasonably be requested
by the Company or ORBCOMM (including, without limitation, evidence of receipt
of all required approvals and consents and compliance with all applicable
securities and tax laws).

No fractional interest in a share of Common Stock shall be
issued by the Company on the exchange of Partnership Units. Any fractional
interest in a share of Common Stock resulting from the exchange of any
Partnership Units shall be paid by ORBCOMM in cash (computed to the nearest
cent) based on the Closing Price of the Common Stock on the last Trading Day
prior to the date on which such Partnership Units are surrendered for exchange
in the manner set forth above.

The Exchanging Holder will pay any and all documentary stamp
or similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Common Stock on exchange of Partnership Units pursuant hereto, and
the Company may withhold delivery until such charge is paid or offset against
the number of shares to be delivered.

SECTION 2.06. DISTRIBUTIONS WITH RESPECT TO PARTNERSHIP UNITS.
Any payment or distribution (for purposes of this Section 2.06, a
"distribution") received by an Exchanging Holder with respect to Partnership
Units exchanged pursuant to this Article II by such Exchanging Holder allocable
to any period after the Closing shall be forwarded immediately by the Exchanging
Holder to the Company. ORBCOMM is hereby instructed to and agrees to pay or
cause to be paid such portions of any distribution owed to the Company directly
to the Company and thereafter shall be discharged of any obligation to such
Exchanging Holder with respect to such portion of such distribution.

SECTION 2.07. RESTRICTED SECURITIES. Any Common Stock issued
by the Company to any Holder prior to the effectiveness of a registration
statement filed with the Commission pursuant to Article IV below shall be
"restricted securities" and any Holder receiving such "restricted securities" by
execution and delivery of an Election Notice shall, at the time of issuance of
such securities, execute and deliver a certificate in the form of Exhibit B
attached hereto. The certificates evidencing such "restricted securities" shall
bear a restrictive legend to the effect that the shares of Common Stock
represented thereby have not been registered under the Securities Act, and may
not be sold except pursuant to an effective registration statement under the
Securities Act or pursuant to an applicable exemption from the registration
requirements thereof.

SECTION 2.08. SALE BY HOLDER. Each Holder, by execution and
delivery of an Election Notice, shall be deemed to have agreed that it will not,
directly or indirectly, transfer, sell, assign, pledge, hypothecate, encumber or
otherwise dispose of, to any person, in one or a series of transactions, any
shares of Common Stock received pursuant to this Agreement, except pursuant to
an effective registration statement or an applicable exemption from the
registration requirements of the Securities Act.

SECTION 2.09. COMPANY COVENANTS. The Company covenants that:
(a) all shares of Common Stock that may be issued on exchange of Partnership
Units will, on issue, be duly and validly issued, fully paid and non-assessable
(no further sums will be required to be paid by the holders of the shares in
connection with the issue of such shares), free of all liens and charges and not
subject to any preemptive rights; and (b) it will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock, for the purpose of effecting the exchange
of Partnership Units hereunder, the full number of shares of Common Stock
deliverable on the exchange of all outstanding Partnership Units not theretofore
converted.

SECTION 2.10. EXCHANGE DEFERRAL RIGHTS. At any time prior to
the Closing either ORBCOMM or the Company shall have the right to defer an
exchange hereunder for a period of up to 90

<PAGE> 8
days if either ORBCOMM or the Company, as the case may be, determines that such
a deferral is in the best interests of ORBCOMM or the Company, as the case may
be, in light of possible or pending financing or other transactions. Such a
deferral shall be effected by the furnishing by ORBCOMM or the Company to the
Exchanging Holders of a written notice of an executive officer of ORBCOMM or
the Company, as the case may be, stating that: (a) the Holders' right to
exchange Partnership Units for Common Stock pursuant to this Agreement is
deferred for a period of time; (b) the number of days, up to 90, of such
deferral; and (c) that such deferral is being implemented pursuant to this
Section 2.10. This right may not be utilized by either ORBCOMM or the Company
more than once in any twelve month period.

ARTICLE III.
EXCHANGE DATE AND EXCHANGE RATE ADJUSTMENTS

SECTION 3.01. EXCHANGE RATE ADJUSTMENTS -- COMPANY
ACTIONS. The Exchange Rate shall be adjusted from time to time as follows:

(a) In case the Company shall pay or make a
dividend or other distribution on any class of capital stock of the Company in
Common Stock, the Exchange Rate in effect at the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be adjusted by multiplying
such Exchange Rate by a fraction the numerator of which shall be the sum of the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the total number of shares constituting
such dividend or other distribution and the denominator of which shall be such
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination. The adjusted Exchange Rate shall be
effective immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this subsection (a), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company. The Company agrees not to pay any
dividend or make any distribution on shares of Common Stock held in its
treasury.

(b) In case the Company shall issue rights or
warrants to all holders of any class of capital stock of the Company entitling
them to subscribe for, purchase or acquire shares of Common Stock at a price
per share less than the current market price per share (determined as provided
in subsection (f) below) of the Common Stock on the date fixed for the
determination of holders entitled to receive such rights or warrants, the
Exchange Rate in effect at the opening of business on the day following the
date fixed for such determination shall be adjusted by multiplying such
Exchange Rate by a fraction the numerator of which shall be the sum of number
of shares of Common Stock outstanding at the close of business on the date
fixed for such determination plus the number of shares of Common Stock so
offered for subscription, purchase or acquisition, and the denominator of which
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock that could be purchased at the current market price with the
aggregate offering price of the total number of shares of Common Stock so
offered for subscription, purchase or acquisition. The adjusted Exchange Rate
shall be effective immediately after the opening of business on the day
following the date fixed for such determination. For the purposes of this
subsection (b), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company.

(c) In case the outstanding shares of Common
Stock shall be multiplied or subdivided into a greater or smaller number of
shares of Common Stock, the Exchange Rate in effect at the opening of business
on the day following the day on which such subdivision becomes effective shall

7
<PAGE> 9

be proportionately adjusted. The adjusted Exchange Rate shall be effective
immediately after the opening of business on the day following the day on which
such subdivision or combination becomes effective.

(d) In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities but excluding: (i) any rights or
warrants referred to in subsection (b) above; (ii) any dividend or distribution
referred to in subsection (a) above; and (iii) any dividend or distribution
paid in cash out of current or accumulated earnings), then in each case, the
Exchange Rate in effect at the opening of business on the day following the
date fixed for the determination of holders of Common Stock or other class of
Common Stock entitled to receive such distribution shall be adjusted by
multiplying such Exchange Rate by a fraction of which the numerator shall be
such current market price per share (determined as provided in subsection (f)
below) and the denominator shall be such current market price per share of the
Common Stock on such date of determination (or, if earlier, on the date on
which the Common Stock goes "ex-dividend" in respect of such distribution) less
the then fair market value as determined by the Company Board (whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed (and for which an adjustment to the Exchange Rate
has not previously been made pursuant to the terms of this Section 3.01)
applicable to one share of Common Stock on such date of determination. The
adjusted Exchange Rate shall be effective immediately after the opening of
business on the day following such date of determination.

(e) The reclassification or change of Common
Stock into securities including securities other than Common Stock (other than
any reclassification on a consolidation or merger to which subsection (i) below
applies) shall be deemed to involve: (i) a distribution of such securities
other than Common Stock to all holders of Common Stock (and the effective date
of such reclassification shall be deemed to be "the date fixed for the
determination of holders of Common Stock entitled to receive such distribution"
within the meaning of subsection (d) above); and, in the case of Common Stock
(ii) a subdivision or combination, as the case may be, of the number of shares
of Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be "the day on which
such subdivision becomes effective" or "the day on which such combination
becomes effective," as the case may be, and "the day on which such subdivision
or combination becomes effective" within the meaning of subsection (c) above).

(f) For the purpose of any computation under
subsection (b) or (d) above, the current market price per share of Common
Stock on any day shall be deemed to be the average of the Closing Prices of the
Common Stock for the 20 consecutive Trading Days selected by the Company Board
commencing no more than 30 Trading Days before and ending no later than the
second Trading Day before the day in question; provided, that, in the case of
subsection (d), if the period between the date of the public announcement of
the dividend or distribution and the date for the determination of holders of
Common Stock or other class of Common Stock entitled to receive such dividend
or distribution (or, if earlier, the date on which the Common Stock goes
"ex-dividend" in respect of such dividend or distribution) shall be less than
20 Trading Days, the period shall be such lesser number of Trading Days but, in
any event, not less than five Trading Days.

<PAGE> 10
adjustments shall be required and made in accordance with the provisions of
this Section 3.01 (other than this clause (g)) not later than such time as may
be required in order to preserve the tax free nature of a distribution to the
holders of shares of Common Stock. Anything in this clause (g) to the contrary
notwithstanding, the Company shall be entitled, at its option, to make such
increases in the Exchange Rate, in addition to those required by this Section
3.01, as it in its discretion shall determine to be advisable in order that any
stock dividend, subdivision or combination of shares, distribution of capital
stock or rights or warrants to purchase stock or securities, or distribution of
evidences of indebtedness or assets (other than cash dividends or distributions
paid from current or accumulated earnings) or other event shall be a tax free
distribution to holders for United States federal income tax purposes. All
calculations under this clause (g) shall be made to the nearest cent.

(h) Whenever the Exchange Rate is adjusted as
provided in this Section 3.01, the Company shall provide written notice of
such adjustment to ORBCOMM and the Holders, which notice shall include the
Exchange Rate after such adjustment and shall set forth a brief statement of
the facts requiring such adjustment and the manner of computing the same.

(i) In case of any consolidation of the Company
with, or merger of the Company into, any other entity, any merger of another
entity into the Company (other than a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock) or any sale or transfer of all or substantially all of the assets
of the Company, the Holders shall have the right thereafter to exchange
Partnership Units only into the kind and amount of securities, cash and other
property receivable on such consolidation, merger, sale or transfer by a holder
of the number of shares of Common Stock into which such Partnership Units might
have been exchanged immediately prior to such consolidation, merger, sale or
transfer, assuming such holder of Common Stock is not the entity with which the
Company consolidated or into which the Company merged or that merged into the
Company or to which such sale or transfer was made, as the case may be (a
"constituent person"), or an affiliate of a constituent person and such holder
shall have failed to exercise its rights of election, if any, as to the kind or
amount of securities, cash or other property receivable on such consolidation,
merger, sale or transfer (provided, that if the kind or amount of securities,
cash and other property receivable on such consolidation, merger, sale or
transfer is not the same for each share of Common Stock held immediately prior
to such consolidation, merger, sale or transfer by other than a constituent
entity or an affiliate thereof and in respect of which such rights of election
shall not have been exercised ("non-electing share"), then for the purpose of
this subsection (i) the kind and amount of securities, cash and other property
receivable on such consolidation, merger, sale or transfer by each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares. If necessary, appropriate adjustment
shall be made in the application of the provisions set forth herein with
respect to the rights and interests thereafter of the Holders, so that the
provisions set forth herein shall thereafter be applicable, as nearly as may
reasonably be practicable, to any shares of stock or other securities or
property thereafter deliverable on the exchange of the Partnership Units. Any
adjustment under this subsection (i) shall be evidenced by written notice of
such adjustment in the manner set forth in subsection (h). The above provisions
shall similarly apply to successive consolidations, mergers, sales or
transfers.

In case: (x) the Company shall take any action that would
result in an adjustment to the Exchange Rate; (y) of any consolidation or merger
to which the Company is a party and for which approval of any stockholders of
the Company is required, or of the sale or transfer of all or substantially all
of the assets of the Company; or (z) of the voluntary or involuntary
dissolution, liquidation or winding-up of the Company; then the Company shall
provide to ORBCOMM, at least 15 days prior to the applicable record or effective
date hereinafter specified, a notice stating: (i) the date on which a

<PAGE> 11
record is to be taken for the purpose of such actions, or, if the record is not
to be taken, the date as of which the holders of Common Stock of record are to
be determined; or (ii) the date on which such adjustment, consolidation,
merger, sale, transfer, dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable on such consolidation,
merger, sale, transfer, dissolution, liquidation or winding-up. Neither the
failure to give such notice nor any defect therein shall affect the legality or
validity of the proceedings described in clauses (x) through (z) above.

SECTION 3.02. EXCHANGE RATE ADJUSTMENTS -- ORBCOMM
ACTIONS. The Exchange Rate shall be adjusted from time to time as follows:

(a) In case ORBCOMM shall pay or make a
dividend or other distribution on any class of Partnership Units in Partnership
Units, the Exchange Rate in effect at the opening of business on the day
following the date fixed for the determination of the Holders entitled to
receive such dividend or other distribution shall be adjusted by multiplying
such Exchange Rate by a fraction the numerator of which shall be such number of
Partnership Units outstanding at the close of business on the date fixed for
such determination and the denominator of which shall be the sum of the number
of Partnership Units outstanding at the close of business on the date fixed for
such determination and the total number of Partnership Units constituting such
dividend or other distribution. The adjusted Exchange Rate shall be effective
immediately after the opening of business on the day following the date fixed
for such determination.

(b) In case ORBCOMM shall issue rights or warrants
to all holders of any class of Partnership Units entitling them to subscribe
for, purchase or acquire Partnership Units at a price per Partnership Unit less
than the current market price per share (determined as provided in subsection
(f) below) of Common Stock multiplied by the Exchange Rate on the date fixed
for the determination of Holders entitled to receive such rights or warrants,
the Exchange Rate in effect at the opening of business on the day following the
date fixed for such determination shall be adjusted by multiplying such
Exchange Rate by a fraction the numerator of which shall be the number of
Partnership Units outstanding at the close of business on the date fixed for
such determination plus the number of Partnership Units so offered for
subscription, purchase or acquisition, and the denominator of which shall be
the number of Partnership Units outstanding at the close of business on the
date fixed for such determination plus the number of Partnership Units that the
aggregate of the offering price of the total number of Partnership Units so
offered for subscription, purchase or acquisition would purchase at a price per
Partnership Units equal to the market price per share of Common Stock
multiplied by the Exchange Rate in effect at the opening of business on the day
following the date fixed for the determination of Holders entitled to receive
such rights or warrants. The adjusted Exchange Rate shall be effective
immediately after the opening of business on the day following the date fixed
for such determination.

(c) In case the outstanding Partnership Units
shall be multiplied or subdivided into a greater or smaller number of
Partnership Units, the Exchange Rate in effect at the opening of business on
the day following the day on which such subdivision becomes effective shall be
proportionately adjusted. The adjusted Exchange Rate shall be effective
immediately after the opening of business on the day following the day on which
such subdivision or combination becomes effective.

(d) In case ORBCOMM shall, by dividend or
otherwise, distribute to all Holders evidence of its indebtedness or assets
(including securities but excluding: (i) any rights or warrants referred to in
subsection (b) above; (ii) any dividend or distribution referred to in
subsection: (a)

<PAGE> 12
above; and (iii) any dividend or distribution paid in cash out of current or
accumulated earnings), then in each case, the Exchange Rate in effect at the
opening of business on the day following the date fixed for the determination
of Holders entitled to receive such distribution shall be adjusted by
multiplying such Exchange Rate by a fraction of which the numerator shall be
the product of: (A) the current market price per share (determined as provided
in subsection (f) below) of the Common Stock on such date of determination
multiplied by the Exchange Rate (or, if earlier, on the date on which the
Common Stock go "ex-dividend" in respect of such distribution); less (B) the
then fair market value as determined by the ORBCOMM Committee (whose
determination shall be conclusive and binding) of the portion of the assets or
evidences of indebtedness so distributed (and for which an adjustment to the
Exchange Rate has not previously been made pursuant to the terms of this
Section 3.02) applicable to one Partnership Unit, and the denominator shall be
such current market price per share of the Common Stock multiplied by the
Exchange Rate, such adjustment to become effective immediately after the
opening of business on the day following such date of determination.

(e) The reclassification or change of
Partnership Units into interests or securities including any interests in
ORBCOMM other than Partnership Units shall be deemed to involve: (i) a
distribution of such interests or securities other than Partnership Units to
all Holders (and the effective date of such reclassification shall be deemed to
be "the date fixed for the determination of Holders entitled to receive such
distribution" within the meaning of subsection (d) above); and (ii) a
subdivision or combination, as the case may be, of the number of shares of
Partnership Units outstanding immediately prior to such reclassification into
the number of Partnership Units outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be "the day on which
such subdivision becomes effective" or "the day on which such subdivision
becomes effective," as the case may be, and "the day on which such subdivision
or combination become effective" within the meaning of subsection (c) above).

(g) No adjustment in the Exchange Rate pursuant to
this Section 3.02 shall be required unless such adjustment would require an
increase or decrease of at least 1% in such rate; provided, however, that any
adjustments that by reason of this clause (g) are not required to be made shall
be carried forward and taken into account in any subsequent adjustment and
provided, further, that adjustments shall be required and made in accordance
with the provisions of this Section 3.02 (other than this clause (g)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution to the Holders. Anything in this clause (g) to the contrary
notwithstanding, ORBCOMM shall be entitled, at its option, to make such
decreases in the Exchange Rate, in addition to those required by this Section
3.02, as it in its discretion shall determine to be advisable in order that any
interest dividend, subdivision or combination of interests, distribution of
interests or rights or warrants to purchase interests, or distribution of
evidences of indebtedness or assets (other than cash dividends or distributions
paid from current or accumulated earnings) or other event shall be a tax free
distribution to holders of Partnership Units for United States federal income
tax purposes. All calculations under this clause (g) shall be made to the
nearest cent.

(h) Whenever the Exchange Rate is adjusted as
provided in this Section 3.02, ORBCOMM shall provide written notice of such
adjustment to the Company and the Holders,

11
<PAGE> 13
which notice shall include the Exchange Rate after such adjustment and shall
set forth a brief statement of the facts requiring such adjustment and the
manner of computing the same.

SECTION 3.03. EXCHANGE RATE ADJUSTMENTS -- GENERAL. Anything
in this Article III to the contrary notwithstanding, it is the intent of the
parties that the Exchange Rate be adjusted to reflect events affecting the
capital structure of ORBCOMM and the Company, including those events described
in this Article III, as necessary or appropriate to place the parties to this
Agreement in the same relative position that they would have been had such
events not occurred, and the parties hereby agree that the Exchange Rate in
effect at any time shall reflect such intent.

ARTICLE IV.
REGISTRATION RIGHTS

At any time from and after the satisfaction of the milestones
set forth in Section 2.03 hereof, the Company shall, after a written request (a
"REGISTRATION REQUEST") from holders requesting registration under the
Securities Act of an aggregate number of Registerable Securities representing
not less than 5% of the Deemed Outstanding Shares, promptly notify all Holders
in writing of the receipt of such request and each such Holder may elect (by
written notice (a "REGISTRATION NOTICE") delivered to the Company within 10
Business Days after receipt by such Holder of the aforementioned notice from the
Company, as the case may be), to join in the Registration Request and to have
the Registerable Securities specified in its notice included in such
registration pursuant to this Article IV. The Registration Notice to the Company
must be in substantially the form of Exhibit D hereto and must be executed by
the Holder. Thereafter, the Company will: (a) file as soon as reasonably
practicable a registration statement providing for the sale by the Holders of
the Registerable Securities specified in the Registration Requests; and (b) use
its reasonable best efforts to have such registration statement declared
effective and remain continuously effective for a period of not less than six
months or, if earlier, until the date on which all Registerable Securities
covered by such registration have been disposed of by the Holders either
pursuant to the registration statement or otherwise. Such six month period shall
be extended by: (A) the period that any Suspension Notice is in effect under
Section 5.01(c), (B) the period of any deferral under Section 5.03 during such
period; and (C) if the registration covers Common Stock to be issued on exchange
of Partnership Units which cannot be exchanged because of a deferral of
exchanges pursuant to Section 2.10, by the period of any such deferral. The
Company further agrees that if permitted by the rules and regulations of the
Commission, the registration contemplated by this Article IV shall be a Shelf
Registration.

ARTICLE V.
PROCEDURE FOR REGISTRATION

SECTION 5.01. REGISTRATION STATEMENT. (a) In connection
with the obligations of the Company under Article IV, the Company shall:

(i) prepare and file with the Commission
a registration statement with respect to the Common Stock on
any form that may be used by the Company and permits the
disposition of Common Stock in accordance with the intended
method or methods thereof, as specified in writing to the
Company by Holders whose Registerable Securities are covered
by such registration statement ("REGISTERING HOLDERS") and
use its reasonable best efforts to cause such registration
statement to become effective as soon as practicable
thereafter;

<PAGE> 14
(ii) prepare and file with the Commission
such amendments and supplements to such registration
statement and the prospectus used in connection therewith as
may be necessary to maintain the effectiveness of such
registration statement for the period required by Article IV
and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of the Common Stock
covered by such registration statement;

(iii) for a reasonable period prior to the
filing of such registration statement, and throughout the
period required by Article IV on reasonable notice, make
available for inspection by a representative of the
Registering Holders, any underwriter participating in any
distribution pursuant to the registration statement, and any
attorney or accountant designated by the Registering Holders,
at a reasonable time and in a reasonable manner, financial and
other information and the books and records of the Company and
ORBCOMM, and cause the officers, directors and employees of
the Company and ORBCOMM to respond to such inquiries and
supply information reasonably requested by any such
representative, underwriter, attorney or accountant in the
course of conducting a reasonable investigation within the
meaning of Section 11 of the Securities Act; provided,
however, that such representatives, attorneys or accountants
shall be acceptable to the Company and ORBCOMM in their
respective judgments reasonably exercised;

(iv) promptly notify the Registering
Holders, and the managing underwriter or underwriters, if
any, and confirm such advice in writing: (A) when such
registration statement or supplement or post-effective
amendment has been declared or becomes effective; (B) of the
issuance by the Commission of any stop order suspending the
effectiveness of such registration statement or the
initiation or threatening of any proceedings for such
purpose; (C) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Common Stock for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose; or (D) of the happening of any
event during the period such registration statement is
effective that makes any statement made in such registration
statement or the related prospectus untrue in any material
respect or that requires the making of any changes in such
registration statement or prospectus in order to make the
statements therein not misleading;

(v) the occurrence of any event
contemplated by Section 5.01(a)(iv)(D) hereof, use its
reasonable best efforts to prepare a supplement or
post-effective amendment to such registration statement or
the related prospectus or any document incorporated therein
by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Common Stock,
such prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(vi) use its reasonable best efforts to
obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any
post-effective amendment thereto at the earliest practicable
date;

(vii) provide copies of any prospectus,
any amendment to the registration statement or amendment or
supplement to any prospectus or any document

13
<PAGE> 15
that is to be incorporated by reference into such
registration statement or any prospectus after initial filing
of such registration statement, a reasonable time prior to
the filing of any such prospectus, amendment, supplement or
document, to the Registering Holders and underwriters, if
any, and make the representatives of the Company and ORBCOMM
available on a reasonable basis if reasonably requested by
the Registering Holders; provided that the requirements of
this paragraph shall not apply to the Company's Annual Report
on Form 10-K, its Quarterly Reports on Form 10-Q, its current
reports on Form 8-K or any other documents filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the
"EXCHANGE ACT DOCUMENTS"); and provided further that the
Company shall promptly notify Registering Holders of the
filing of any Exchange Act Documents except for such Exchange
Act Documents specifically related to the offering of other
securities and not to the Registerable Securities;

(viii) furnish to each Registering Holder
and to each underwriter and selling agent, if any, at the
expense of the Registering Holders, as many copies of the
prospectus, including each preliminary prospectus, and any
amendment or supplement thereto and such other documents as
such Registering Holder or managing underwriter may reasonably
request, in order to facilitate the public sale or other
disposition of the Common Stock;

(ix) use its reasonable best efforts to:
(a) register or qualify the Common Stock to be included in
such registration statement under such securities laws or
blue sky laws of such jurisdictions as any Registering
Holders and each placement or sales agent, if any, therefor
and each underwriter, if any, thereof shall reasonably
request in writing on a timely basis; and (B) take any and
all other actions as may be reasonably necessary or advisable
to enable each such holder, agent, if any, and each
underwriter, if any, to consummate the disposition in such
jurisdictions of Common Stock; provided, that neither the
Company nor ORBCOMM shall be required for any such purpose
to: (w) qualify as a foreign corporation or foreign limited
liability company in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of
this paragraph 5.01(a)(ix); (x) file a general consent to
service of process in any such jurisdiction; (y) subject
itself to taxation in any jurisdiction where it is not
already subject to taxation; or (z) make any changes to its
Certificate of Incorporation, Bylaws or the Partnership
Agreement, as the case may be, or any agreement between it
and its stockholders or partners, as the case may be;

(x) use its reasonable best efforts to
obtain the consent or approval of each governmental agency or
authority, whether federal, state or local, that may be
required to effect the registration or the offering or sale
in connection therewith or to enable the Registering
Holder(s) to offer, or to consummate the disposition of,
their Common Stock;

(xi) furnish to each Registering Holder,
without charge, at least one conformed copy of such
registration statement and any post-effective amendment
thereto (without documents incorporated therein by reference
or exhibits thereto, unless requested);

(xii) cooperate with the Registering
Holders and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates

14
<PAGE> 16
representing the Common Stock to be sold, which shall not
bear any restrictive legends; and, in the case of an
underwritten offering, enable such Common Stock to be in such
denominations and registered in such names as the managing
underwriters may request at least two Business Days prior to
any sale of the Common Stock; and

(xiii) enter into and deliver all such
customary agreements (including underwriting or purchase
agreements), documents and take such other actions (including
causing the delivery of opinions of counsel and "comfort"
letters of independent certified public accountants) as are
reasonably requested of the Company or ORBCOMM to expedite or
facilitate the disposition of the Common Stock.

(b) ORBCOMM hereby agrees to provide the
Company with all assistance reasonably necessary for the Company to comply with
its obligations under Section 5.01(a).

(c) Each Registering Holder, by execution and
delivery of a Registration Notice, shall be deemed to have agreed that, on
receipt of any: (i) notice from the Company of the happening of any event of
the kind described in Section 5.01(a)(iv)(B), (C) or (D); (ii) notice from the
Company that it is in possession of material information that has not been
disclosed to the public and the Company reasonably deems it to be advisable not
to disclose such information in a registration statement or prospectus; or
(iii) notice from the Company that it is in the process of a registered
offering of securities and the Company reasonably deems it to be advisable to
have Registering Holders temporarily discontinue disposition of Common Stock
pursuant to the registration statement (in each case, such notice being
hereinafter referred to as a "SUSPENSION NOTICE"), such Registering Holder will
forthwith discontinue disposition of Common Stock pursuant to any registration
statement and shall not be entitled to the benefits provided under Article VIII
hereof with respect to any sales made by it in contravention of this
subsection, until such Registering Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 5.01(a)(v) or a
notice in accordance with Section 5.01(a)(vi) hereof that any order suspending
the effectiveness of the registration statement has been withdrawn, or, in the
case of (ii) or (iii) above, until further notice from the Company that
disposition of Registerable Securities may resume. Any Suspension Notice must
be based on a good faith determination of the Company Board that such
Suspension Notice is necessary. In the case of a Suspension Notice, if so
directed by the Company, each Registering Holder by execution and delivery of a
Registration Notice, shall be deemed to have agreed to deliver to the Company
all copies in its possession, other than permanent file copies then in such
Registering Holder's possession, of the prospectus covering such Common Stock
that is current at the time of receipt of such notice. If the Company shall
issue a Suspension Notice to suspend the disposition of Common Stock pursuant
to any registration statement, the Company shall extend the period during which
such registration statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date
of the giving of a Suspension Notice to and including the date when the
Registering Holders shall have received copies of the supplemented or amended
prospectus necessary to resume such dispositions or received notice that any
order suspending dispositions of the Common Stock has been withdrawn.

(d) By execution and delivery of a Registration
Notice, each Registering Holder shall be deemed to have agreed that the
Company may require such Registering Holder to: (i) furnish in writing to the
Company such information regarding such Registering Holder and such Registering
Holder's intended method of distribution of its Common Stock as the Company may
from time to time reasonably request in writing, but only to the extent that
such information is required in order to comply with the Securities Act; and
(ii) enter into and deliver all such customary agreements (including
underwriting or purchase agreements) and documents (including legal opinions)
as are

15
<PAGE> 17
reasonably requested of such Registering Holder to expedite or facilitate the
disposition of its Common Stock. Each such Registering Holder, by execution and
delivery of a Registration Notice, shall be deemed to have agreed to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Registering Holder to the Company or of the
occurrence of any event in either case as a result of which any prospectus
relating to such registration contains or would contain an untrue statement of
a material fact regarding such Registering Holder or such Registering Holder's
intended method of distribution of its Common Stock or omits to state any
material fact regarding such Registering Holder or such Registering Holder's
intended method of distribution of its Common Stock required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Registering Holder or the distribution of its Common Stock, 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
light of the circumstances then existing. Each such Registering Holder, by
execution and delivery of a Registration Notice, shall be deemed to have agreed
to comply with the provisions of the Securities Act and the Exchange Act
applicable to such Registering Holder with respect to the disposition by such
Registering Holder of Common Stock covered by such registration statement in
accordance with the intended methods of disposition by such Registering Holder
set forth in such registration statement.

SECTION 5.02. REGISTRATION OF ADDITIONAL SHARES. The
registration statement filed pursuant to this Article V, may, in addition to the
shares of Common Stock subject to registration rights set forth in Article IV
above, include other securities for sale for the Company's own account or for
the account of any other person.

SECTION 5.03. REGISTRATION DEFERRAL PERIOD. Notwithstanding
the foregoing, if the Company shall furnish to the Registering Holders a
certificate (the "COMPANY CERTIFICATE") signed by the Chief Executive Officer of
the Company stating that, in the good faith judgment of the Company Board,
acting reasonably and in the best interest of the Company, it would be
detrimental to the Company and its stockholders for such registration statement
to be filed or for the Registering Holders to sell Common Stock exchanged
pursuant to this Agreement under any such effective registration statement and
it is therefore necessary to defer the filing of the registration statement or
suspend the ability of the Registering Holders to sell Common Stock exchanged
pursuant to this Agreement under an effective registration statement, each
Registering Holder, by execution and delivery of a Registration Notice, hereby
agrees that the filing of the registration statement shall be deferred, or the
ability of such Registering Holder to sell Common Stock acquired pursuant to
this Agreement under an effective registration statement shall be suspended, for
a period of not more than an aggregate of 90 days from the date of the Company
Certificate; provided however, that the Company may not utilize this right more
than one time in any twelve-month period and the 90-day period shall be reduced
by any period of time in the prior six months covered by a Suspension Notice as
to such Registering Holders under Section 5.01(c). On any delivery of a Company
Certificate pursuant to this Section 5.03, each Registering Holder, by execution
and delivery of a Registration Notice, shall be deemed to have agreed that it
shall not dispose of its Common Stock covered by the registration statement
during the above-stated 90-day period other than pursuant to the limitations
applicable to "restricted securities" within the meaning of Rule 144 under the
Securities Act ("RULE 144") and that any sale by such Registering Holder or its
designee of such Common Stock during this period shall be made only to a person
who has agreed to comply with the provisions of this Section 5.03 for the
balance of the 90-day period.

SECTION 5.04. EXPENSES. By execution and delivery of a
Registration Notice, each Registering Holder shall be deemed to have agreed
that: (a) all registration expenses incurred in

16
<PAGE> 18
connection with any registration, qualification or compliance pursuant to this
Article V, including without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company and of the
Company's accountants, blue sky fees and expenses and the expenses of any
special audits incident to or required by any such registration, shall be borne
by such Registering Holder pro rata on the basis of the number of shares of
Common Stock of such Registering Holder included in such registration; and (b)
such Registering Holder shall pay its own selling expenses. Selling expenses
shall mean all costs and commissions applicable to the sale of the Common Stock
and all fees and disbursements of counsel and other professionals. To the
extent that the Company registers for primary offering additional securities
pursuant to Section 5.02, the Company shall bear its pro rata share of the
above referenced registration expenses and its own selling expenses.

SECTION 5.05. LISTING. The Company shall use its reasonable
best efforts to list all Common Stock covered by a registration statement filed
pursuant to this Article V on each securities exchange or automated quotation
system on which any of the Common Stock is then listed unless the Company and
ORBCOMM agree not to have the Company do so.

ARTICLE VI.
RULE 144 INFORMATION

With a view to making available to the Holders the benefits of
Rule 144 and any other rule or regulation of the Commission that may at any time
permit a Holder to sell restricted securities or securities subject to Rule 145
under the Securities Act, of the Company to the public without registration, the
Company agrees to: (a) make and keep public information available, as required
by Rule 144; (b) use its reasonable best efforts to file with the Commission in
a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act; and (c) furnish to any Holder forthwith
on request: (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act;
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company; and (iii) such other
information as may be reasonably requested in availing any Holder of any rule or
regulation of the Commission that permits the selling of any Common Stock
without registration.

ARTICLE VII.
EQUAL TREATMENT

Nothing contained in this Agreement shall prohibit the
Company, following the first exchange of Partnership Units for Common Stock
pursuant to this Agreement, from offering to purchase Partnership Units held by
a Holder for cash or any other consideration, or to exchange additional shares
of its Common Stock for Partnership Units held by a Holder, all on such terms
and conditions as the Company and such Holder may agree, provided that the
Company shall offer to purchase or exchange on such terms and conditions equally
pro rata to all the other Holders. Except as set forth in Article II hereof, the
Company shall not permit any other exchanges or purchases with any Holder.

ARTICLE VIII.
INDEMNIFICATION

SECTION 8.01. INDEMNIFICATION BY ORBCOMM. ORBCOMM will
indemnify and hold harmless each Indemnified Person against any losses, claims,
damages or liabilities, joint or several, to which such Indemnified Person may
become subject, under the Securities Act or otherwise, that directly or
indirectly arise out of or are based on an untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus, the
registration statement or the prospectus, or any amendment or supplement
thereto, or arise out of or are based on the omission or alleged omission to

17
<PAGE> 19
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, prepared pursuant to the transactions
contemplated by this Agreement, and will reimburse such Indemnified Person for
any legal or other expenses reasonably incurred by such Indemnified Person in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that ORBCOMM shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based on: (a) in the case of indemnification of the Company
or its officers and directors, an intentional act or omission of the Company or
any such officers, directors or any employee of the Company that was contrary to
any written instruction or request of ORBCOMM or that amounted to willful
misconduct on the part of such officer, director, employee or agent of the
Company who is not also an employee of ORBCOMM; and (b) in the case of a party
other than the Company or its officers and directors, an untrue statement or
alleged untrue statement or omission or alleged omission made in any preliminary
prospectus, the registration statement or the prospectus or any such amendment
or supplement in reliance on and in conformity with written information
furnished to the Company by such Indemnified Person expressly for use therein.

SECTION 8.02. INDEMNIFICATION BY REGISTERING HOLDERS. Each
Registering Holder, by execution and delivery of a Registration Notice, shall:
(a) be deemed to have agreed that it will indemnify and hold harmless each
Indemnified Person against any losses, claims, damages or liabilities to which
such Indemnified Person may become subject, under the Securities Act or
otherwise, that directly or indirectly arise out of or are based on an untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, the registration statement or the prospectus, or any
amendment or supplement thereto, or arise out of or are based on the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any preliminary
prospectus, the registration statement or the prospectus or any such amendment
or supplement in reliance on and in conformity with written information
furnished to the Company by such Registering Holder expressly for use therein;
and (b) reimburse each Indemnified Person for any legal or other expenses
reasonably incurred by such Indemnified Person in connection with investigating
or defending any such action or claim as such expenses are incurred.

SECTION 8.03. PROCEEDINGS. Promptly after receipt by an
Indemnified Person of notice of the commencement of any action, suit or
proceeding as to which a claim in respect thereof is to be made under this
Article VIII, the Indemnified Person shall notify the party against whom the
Indemnified Person intends to assert a claim for indemnification (an
"INDEMNIFYING PERSON") in writing of the commencement thereof, but the omission
so to notify the Indemnifying Person shall not relieve the Indemnifying Person
from any liability that it may have to any Indemnified Person otherwise than
under this Article, unless the Indemnifying Person is materially prejudiced
thereby. In case any such action shall be brought against any Indemnified Person
and it shall notify the Indemnifying Person of the commencement thereof, the
Indemnifying Person shall be entitled to participate therein and, to the extent
that it shall wish, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Person, and, after notice from the Indemnifying
Person to such Indemnified Person of its election so to assume the defense
thereof, the Indemnifying Person shall not be liable to such Indemnified Person
under such section for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such Indemnified Person, in
connection with the defense thereof other than reasonable costs of
investigation. The Indemnifying Person shall not, without the written consent of
the Indemnified Person, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnified Person is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment: (a)
includes an unconditional release

18
<PAGE> 20
of such Indemnified Person from all liability arising out of such action or
claim; and (b) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of such Indemnified Person. No
Indemnified Person shall effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution has been or may be
sought hereunder without the prior written consent of the Indemnifying Person.
By execution and delivery of a Registration Notice, each Registering Holder
shall be deemed to have agreed to the provisions of this Section 8.03.

SECTION 8.04. CONTRIBUTION. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in this Article VIII is for any reason held to be unenforceable by
an Indemnified Person although applicable in accordance with its terms, the
Indemnified Person on the one hand and the Indemnifying Person on the other hand
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Indemnified Person; provided, however, that no Person guilty of fraudulent
misrepresentation (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. As between the Indemnifying Person and each
Indemnified Person, such parties shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement in such proportion as shall be appropriate to reflect: (a)
the relative benefits received by the Indemnifying Person on the one hand and
the Indemnified Person on the other hand, from the offering of the Common Stock
included in such offering; and (b) the relative fault of the Indemnifying Person
on the one hand and the Indemnified Person on the other hand, with respect to
the statements or omissions that resulted in such loss, liability, claim, damage
or expense, or action in respect thereof, as well as any other relevant
equitable considerations. It is agreed that it would not be just and equitable
if contribution pursuant to this Article VIII were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations set forth herein. For purposes of this
Article VIII, each Person, if any, who controls a party covered by the indemnity
provisions of this Article VIII within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as such party. By
execution and delivery of a Registration Notice, each Registering Holder shall
be deemed to have agreed to the foregoing contribution provisions.

ARTICLE IX.
REPRESENTATIONS AND WARRANTIES

SECTION 9.01. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND ORBCOMM.

Each of the Company and ORBCOMM represents and warrants to
each of the Holders as follows:

(a) The execution, delivery and performance of
this Agreement by the Company or ORBCOMM, as the case may be, have been duly
authorized by all requisite corporate or partnership action and will not: (i)
violate any provisions of law, any order of any court or other agency of
government, its organizational documents or any provision of any indenture,
agreement or other instrument to which it or any of its properties or assets is
bound; (ii) conflict with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any such indenture, agreement or
other instrument; or (iii) result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever on any of the properties or
assets of the Company or ORBCOMM, as the case may be, except where any such
violation, conflict, breach, default or encumbrance will not have a material
adverse effect on the business, properties, condition (financial or otherwise),
or results of operations of the Company or ORBCOMM, as the case may be.

19
<PAGE> 21
(b) This Agreement has been duly executed and
delivered by the Company or ORBCOMM, as the case may be, and constitutes the
legal, valid and binding obligation of the Company or ORBCOMM, as the case may
be, enforceable in accordance with its terms.

SECTION 9.02. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
THE HOLDERS AND THE REGISTERING HOLDERS. Each of the Holders by execution and
delivery of an Election Notice, and each Registering Holder by execution and
delivery of a Registration Notice, shall be deemed to represent, warrant to and
agree with each of the Company and ORBCOMM as follows:

(a) The performance of this Agreement by such
Holder or Registering Holder, as the case may be, has been duly authorized by
all requisite corporate, partnership or similar action and will not: (i)
violate any provisions of law (assuming compliance by the Company and ORBCOMM
with all applicable federal or state securities laws), any order of any court
or other agency of government, the organizational documents of the Holder or
Registering Holder, as the case may be, or any provision of any indenture,
agreement or other instrument to which it or any of its properties or assets is
bound; (ii) conflict with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any such indenture, agreement or
other instrument; or (iii) result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever on any of the properties or
assets of such Holder or Registering Holder, as the case may be.

(b) This Agreement constitutes the legal,
valid and binding obligation of the Holder or Registering Holder, enforceable
in accordance with its terms.

ARTICLE X.
EFFECTIVENESS OF AGREEMENT

This Agreement shall become effective only on the first date
on which the Company purchases Partnership Units from ORBCOMM.

ARTICLE XI.
ASSIGNABILITY

Each of the Holders by execution and delivery of an Election
Notice, and each Registering Holder by execution and delivery of a Registration
Notice, shall be deemed to have agreed that, without the prior written consent
of ORBCOMM, the exchange and registration rights of a Holder set forth in this
Agreement shall not be assignable, in whole or in part, to any transferee of
such Holder's Partnership Units, or such Holder's restricted securities.

XII.
MISCELLANEOUS

SECTION 12.01. SUCCESSORS AND ASSIGNS. This Agreement shall
inure to the benefit of and be binding on the successors and permitted assigns
of each of the parties; provided, that this Agreement may not be assigned by any
party hereto other than in compliance with the terms hereof.

SECTION 12.02. NOTICES. All notices and other
communications provided for in this Agreement shall be in writing, and shall
be sufficiently given if made: (a) by hand delivery or by telecopier; and (b)
by reputable express courier service (charges prepaid) or by registered or
certified mail (postage prepaid and return receipt requested): (i) if to the
Company, at the following address:

20
<PAGE> 22

ORBCOMM Corporation
2455 Horse Pen Road, Suite 100
Herndon, Virginia 20171
Attention: General Counsel
Phone: (703) 406-6000
Facsimile: (703) 406-5933

or if to ORBCOMM, at the following address:

ORBCOMM Global, L.P.
2455 Horse Pen Road, Suite 100
Herndon, Virginia 20171
Attention: General Counsel
Phone: (703) 406-6000
Facsimile: (703) 406-5933

or if to OCC, at the following address:

c/o Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, VA 20166-6801
Attention: General Counsel
Phone: (703) 406-5000
Facsimile: (703) 406-3502

or if to Teleglobe Mobile, at the following address:

c/o Teleglobe Inc.
1000 rue de la Guachetiere ouest
Montreal (Quebec)
Canada H3B4X5
Attention: Vice President , Legal Affairs
Phone: (514) 868-7722
Facsimile: (514) 868-8025

or at such other address as the Company, or ORBCOMM OCC or Teleglobe Mobile
shall have furnished in writing one to the other; and (ii) if to any Holder
(other than OCC or Teleglobe Mobile), at the address maintained by ORBCOMM on
its books and records for such purpose (which ORBCOMM agrees to make available
to the Company at its request). All such notices and other communications shall
be deemed to have been duly given and delivered: when delivered by hand, if
personally delivered; when receipt acknowledged, if delivered by telecopier;
three Business Days after being deposited with a reputable express courier
service (charges prepaid); and five Business Days after being deposited in the
mail, postage prepaid, if delivered by mail (registered or certified mail,
return receipt requested). Each of the Holders by execution and delivery of an
Election Notice, and each Registering Holder by execution and delivery of a
Registration Notice, shall be deemed to have agreed to the foregoing notice
provisions.

SECTION 12.03. COUNTERPARTS. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall be considered one and the same agreement.

21
<PAGE> 23
SECTION 12.04. ENTIRE AGREEMENT. This Agreement and the
Partnership Agreement constitute the entire understanding of the parties hereto
with respect to the subject matter hereof and supersede all prior understanding
among such parties.

SECTION 12.05. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF DELAWARE. If it shall be determined by a court of
competent jurisdiction that any provision or wording of this Agreement shall be
invalid or unenforceable under applicable law, such invalidity or
unenforceability shall not invalidate this entire Agreement. In that case, this
Agreement shall be construed so as to limit any term or provision so as to make
it enforceable or valid within the requirements of any applicable law, and, in
the event such term or provision cannot be so limited, this Agreement shall be
construed to omit such invalid or unenforceable provisions.

SECTION 12.06. AMENDMENTS TO THE AGREEMENT. This Agreement may
not be changed or amended or the observance of any provisions waived without the
written consent of each of the Company, and ORBCOMM and the Holders and the
consent of at least one of the Independent Company Members.

SECTION 12.07. JURISDICTION AND SERVICE OF PROCESS. Any suit,
action or proceeding against any party with respect to this Agreement and any
Holder or Registering Holder may be brought in a court of the United States
sitting in the State of Delaware or, if jurisdiction is lacking in such a court,
in a court of record in the State of Delaware, and each party hereto, each
Holder by execution and delivery of an Election Notice, and each Registering
Holder by execution and delivery of a Registration Notice: (a) irrevocably
waives, to the fullest extent permitted by law, any objection that it may have,
whether now or in the future, to the laying of venue in, or to the jurisdiction
of, any and each of such courts for the purpose of any such suit, action,
proceeding or judgment and further waives any claim that any such suit, action,
proceeding or judgment has been brought in an inconvenient forum, and submits to
such jurisdiction; (b) agrees that service of all writs, process and summonses
in any such suit, action or proceeding brought in the State of Delaware may be
made on the process agent appointed by the Company or such alternate process
agent in the United States designated with respect to the party, Holder or
Registering Holder in a writing delivered to ORBCOMM and the Company (the
"PROCESS AGENT"); (c) irrevocably appoints the Process Agent in its name, place
and stead to receive and forward such service of any and all such writs, process
and summonses; (d) agrees that the failure of the Process Agent to give any
notice of any such service of process to such party, Holder or Registering
Holder shall not impair or affect the validity of such service or of any
judgment based thereon; (e) agrees to appoint a substitute process agent, if the
Process Agent is no longer able to so act for any reason whatsoever, which
substitute process agent shall thereafter be deemed to be the Process Agent
hereunder and to give notice of such appointment to ORBCOMM and the Company; and
(f) if the party is a government, irrevocably waives any and all claims of
immunity in connection with the execution, performance and enforcement of this
Agreement and others in any way related to this Agreement, including, without
limitation, with respect to service of process, submission to jurisdiction,
attachment and execution on property.

22
<PAGE> 24

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

ORBCOMM CORPORATION

By:
-------------------------------------------------
Name: Scott L. Webster
Title: President and Chief Executive Officer

ORBCOMM GLOBAL, L.P.

By:
-------------------------------------------------
Name: Scott L. Webster
Title: Chief Executive Officer

ORBITAL COMMUNICATIONS CORPORATION

By:
-------------------------------------------------
Name: Scott L. Webster
Title: President

TELEGLOBE MOBILE PARTNERS
BY: TELEGLOBE MOBILE INVESTMENT INC.
ITS MANAGING PARTNER

By:
-----------------------------------------
Name: Andre Bourbonnais
Title: Secretary

<PAGE> 25

EXHIBIT A

LETTER OF REPRESENTATIONS

ORBCOMM Corporation
ORBCOMM Global, L.P.
2455 Horse Pen Road
Herndon, Virginia 20171

Ladies and Gentleman:

The undersigned, an "EXCHANGING HOLDER" under the Unit
Exchange and Registration Rights Agreement (the "UNIT EXCHANGE AGREEMENT"),
dated as of --, 1998, by and among ORBCOMM Global, L.P. ("ORBCOMM"), ORBCOMM
Corporation (the "COMPANY"), Orbital Communications Corporation and Teleglobe
Mobile Partners, hereby acknowledges, represents, warrants, and agrees, on
behalf of itself and its assigns, that in connection with the undersigned's
exchange of Partnership Units in ORBCOMM for shares of Common Stock of the
Company (its "EXCHANGE") pursuant to the Unit Exchange Agreement:

(a) Pursuant to the terms of the Unit
Exchange Agreement, the undersigned has duly and validly
executed a Notice of Exchange Authorization agreeing to be
bound by certain provisions of the Unit Exchange Agreement.
Each of the Exchange and the undersigned's execution, delivery
and performance under the Notice of Exchange Authorization
does not: (i) violate any provisions of law, any order of any
court or other agency of government, the organizational
documents of the undersigned or any provision of any material
indenture, agreement or other instrument to which it or any of
its properties or assets is bound; (ii) conflict with, result
in a breach of or constitute (with due notice or lapse of time
or both) a default under any such material indenture,
agreement or other instrument; or (iii) result in the creation
or imposition of any lien, charge or encumbrance of any nature
whatsoever on any of the properties or assets of the
undersigned. The Notice of Exchange Authorization is and will
be valid, binding obligation and enforceable against the
undersigned in accordance with its terms.

(b) The undersigned has obtained all
consents or approvals required by governmental entities that
are necessary in connection with the Exchange and its
execution, delivery and performance under the Notice of
Exchange Authorization.

(c) Each of the Exchange and the
undersigned's execution, delivery and performance under the
Notice of Exchange Authorization does not violate any laws
that pertain to the offer or sale of securities generally in
any jurisdiction to which the undersigned may be subject or,
to the knowledge of the undersigned, in any jurisdiction which
may claim a right to regulate such offer to, or purchase by,
the undersigned (it being expressly understood that the
undersigned is not giving a representation or warranty as to
whether the Company or ORBCOMM has complied with the federal
or state laws of the United States that pertain to the offer
or sale of securities).

(d) Neither the Company nor ORBCOMM has
rendered any investment advice to the undersigned in
connection with the Exchange. The undersigned has had access
to such financial and other information concerning the Company
and

<PAGE> 26
ORBCOMM as it has deemed necessary in connection with its
decision to effect the Exchange. In electing to effect the
Exchange, the undersigned has relied only on the advice of its
own advisors.

(e) The certificates representing the shares
of Common Stock of the Company to be received by the
undersigned in connection with the Exchange will bear such
legend or legends, consistent with the terms of the Unit
Exchange Agreement, as the Company, ORBCOMM or their
respective legal counsel deems necessary or desirable.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CHOICE OR CONFLICTS OF LAW TO THE EXTENT THAT APPLICATION OF THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF DELAWARE WOULD BE REQUIRED
THEREBY.

Date:
---------------------------
Very truly yours,

[Exchanging Holder]

By:
-------------------------
Name:
Title:

<PAGE> 27
EXHIBIT B

RESTRICTED SECURITIES CERTIFICATE

The undersigned, a "REGISTERING HOLDER" under the Unit
Exchange and Registration Rights Agreement (the "UNIT EXCHANGE AGREEMENT"),
dated as of --, 1998, by and among ORBCOMM Global, L.P. ("ORBCOMM"), ORBCOMM
Corporation (the "COMPANY"), Orbital Communications Corporation and Teleglobe
Mobile Partners, hereby acknowledges, represents, warrants and agrees, on behalf
of itself and its assigns, that:

(a) Any shares of Common Stock of the
Company issued to the undersigned on exchange of Partnership
Units in ORBCOMM pursuant to the Unit Exchange Agreement prior
to the effectiveness of a registration statement filed with
the Commission pursuant to Article IV of the Unit Exchange
Agreement in respect of such shares: (i) have not been
registered under the Securities Act; (ii) have been issued in
reliance on exemptions from such registration provided in
Section 4(2) of the Securities Act of 1933, as amended and
applicable exemptions under the state securities laws; and
(iii) shall be "RESTRICTED SECURITIES."

(b) It shall not sell, transfer, assign,
pledge or otherwise encumber or dispose of, directly or
indirectly (collectively, "TRANSFER") any Restricted
Securities prior to the date which is one year after the later
of: (i) the date of original issue to the undersigned; or (ii)
the last date on which the undersigned was an affiliate of
ORBCOMM or the Company, unless: (a) the Transfer is made
outside the United States to a person who is not a "U.S.
PERSON" in a transaction meeting the requirements of Rule 904
under the Securities Act; (B) the Transfer does not violate
any United States federal or state securities laws or any of
the rules and regulations promulgated thereunder
(collectively, the "U.S. SECURITIES LAWS") or the securities
laws of any other jurisdiction and, prior to effecting such
Transfer, the undersigned provides an opinion of counsel
satisfactory to each of the Company and ORBCOMM that such
Transfer is in accordance with the U.S. Securities Laws; or
(C) the Transfer is effected in accordance with the terms of
the Unit Exchange Agreement.

(c) It is not acquiring the Restricted
Securities with a view to, or for the offer or sale in
connection with, any distribution in violation of the
Securities Act.

(d) It shall provide to any person
purchasing any Restricted Securities from it a notice advising
such purchaser that Transfers of the Restricted Securities are
restricted as set forth herein and in the Unit Exchange
Agreement.

(e) The Company, ORBCOMM and others will
rely on the undersigned's confirmations, acknowledgments and
agreements set for herein and in the undersigned's Notice of
Exchange Authorization, and the undersigned will notify the
Company and ORBCOMM promptly in writing if any of its
representations or warranties herein or therein ceases to be
accurate and complete.

THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CHOICE OR CONFLICTS OF LAW TO THE

<PAGE> 28
EXTENT THAT APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
DELAWARE WOULD BE REQUIRED THEREBY.

Date:
---------------------------

[Exchanging Holder]

By:
-------------------------
Name:
Title:

<PAGE> 29

EXHIBIT C

NOTICE OF EXCHANGE AUTHORIZATION

The ORBCOMM Committee, as such term is defined in the Unit
Exchange and Registration Rights Agreement, dated as of --, 1998, by and among
ORBCOMM Global, L.P., ORBCOMM Corporation (the "COMPANY"), Orbital
Communications Corporation and Teleglobe Mobile Partners, (the "UNIT EXCHANGE
AGREEMENT"), has authorized an exchange of Partnership Units for shares of
Common Stock of the Company pursuant to Unit Exchange Agreement. A copy of the
Unit Exchange Agreement is attached to this Notice. By executing a copy of this
Notice, the undersigned agrees, on behalf of itself and its assigns, to be bound
by: (a) the provisions of the Unit Exchange Agreement applicable to "HOLDER;"
and (b) if the undersigned or its successors or assigns elects to participate in
any registration of Common Stock under the Unit Exchange Agreement, the
provisions of the Unit Exchange Agreement applicable to "REGISTERING HOLDERS."

ORBCOMM CORPORATION

By:
----------------------------
Name:
Title:

Date:
-------------------------

Agreed to and accepted:

[Exchanging Holder]

By:
--------------------------
Name:
Title:

<PAGE> 30

EXHIBIT D

REGISTRATION NOTICE

The undersigned holder of Partnership Units of ORBCOMM Global,
L.P. ("ORBCOMM") or shares of Common Stock of ORBCOMM Corporation (the
"COMPANY") hereby notifies the Company pursuant to the Unit Exchange and
Registration Rights Agreement, dated as of --, 1998, by and among ORBCOMM, the
Company, Orbital Communications Corporation and Teleglobe Mobile Partners (the
"UNIT EXCHANGE AGREEMENT") that it wishes to have registered with the Securities
and Exchange Commission the specified number of shares of Common Stock that are
either currently owned by the undersigned or issuable on exchange of Partnership
Units currently owned by the undersigned and as to which the undersigned has
delivered an Election Notice to ORBCOMM. A copy of the Unit Exchange Agreement
is attached to this Notice. By executing a copy of this Registration Notice, the
undersigned agrees, on behalf of itself and its assigns, to be bound by the
provisions of the Unit Exchange Agreement applicable to "REGISTERING HOLDERS" or
to "HOLDERS" or "HOLDERS" that have requested registration of "REGISTERABLE
SECURITIES" under the Unit Exchange Agreement.

[Exchanging/Registering Holder]

By:

Title:

Number of Securities to be Registered:

_________________ shares of Common Stock, of which
_____________ are issuable on exchange of Partnership Units.

<PAGE> 1
EXHIBIT 4.4

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

SHARE ISSUANCE AGREEMENT

BY AND BETWEEN

ORBCOMM CORPORATION

AND

ORBCOMM GLOBAL, L.P.

DATED AS OF

--, 1998

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

<PAGE> 2
SHARE ISSUANCE AGREEMENT

This SHARE ISSUANCE AGREEMENT (this "AGREEMENT") dated as of
- --, 1998, is made by and between ORBCOMM Corporation (the "COMPANY"), a
corporation organized under the laws of the State of Delaware and ORBCOMM
Global, L.P. ("ORBCOMM"), a limited partnership organized under the laws of the
State of Delaware.

WHEREAS, the Company was formed to act as a general partner of
ORBCOMM; and pursuant to the 1998 Subscription Agreement between the Company
and ORBCOMM, ORBCOMM has agreed to create, issue and sell, and the Company has
agreed to purchase, partnership units of ORBCOMM ("PARTNERSHIP UNITS") at an
aggregate purchase price equal to the proceeds to the Company from the initial
public offering (the "IPO") of its common stock, par value $.01 per share (the
"COMMON STOCK"); and on the purchase of such Partnership Units with the
proceeds from the IPO the Company will be admitted as a general partner of
ORBCOMM;

WHEREAS, ORBCOMM may desire that the Company authorize, issue,
offer and sell its securities (the "COMPANY SECURITIES") from time to time and
invest the proceeds from such sales of Company Securities in partnership
interests of ORBCOMM ("ORBCOMM UNITS"); and the Company desires to acquire from
time to time ORBCOMM Units, including Partnership Units, with the proceeds from
any such issuance of Company Securities;

WHEREAS, ORBCOMM has adopted the 1998 Equity Plan of ORBCOMM
Corporation and ORBCOMM Global, L.P. (the "EQUITY PLAN")and ORBCOMM may desire
to adopt other employee benefit plans from time to time (each such plan, an
"ORBCOMM BENEFIT PLAN"); and ORBCOMM desires to have the ability to: (i) issue
options to purchase Common Stock ("OPTIONS") from time to time pursuant to the
Equity Plan and; (ii) to issue Options and other rights to acquire Common Stock
("STOCK RIGHTS") pursuant to other ORBCOMM Benefit Plans;

WHEREAS, the Company desires to facilitate ORBCOMM's granting
of Options and Stock Rights pursuant to ORBCOMM Benefit Plans, and the Company
desires to acquire Partnership Units in exchange for shares of Common Stock
issued by the Company in connection with the exercise of such Options and the
exercise or conversion of Stock Rights.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICABILITY

SECTION 1.01. DEFINITIONS. As used in this Agreement, the
following terms have the following respective meanings:

"AGREEMENT" means this Share Issuance Agreement.

"BENEFIT PLAN SCHEDULE" has the meaning assigned thereto in
Section 4.02.

"BUSINESS DAY" means a day other than a Saturday, Sunday,
national or New York State holiday or other day on which commercial banks in
New York City are authorized or required by law to close.

<PAGE> 3
"CLOSING PRICE" means, for each Trading Day, the last reported
sale price regular way or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not so
listed or admitted to trading on a national securities exchange, on the Nasdaq
National Market System or, if the Common Stock is not quoted on the Nasdaq
National Market System, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by ORBCOMM for that purpose or, if the Common Stock
is not traded in the over-the-counter market, the fair market value per share
of the Common Stock as determined by ORBCOMM Committee (whose determination
shall be conclusive and binding).

"COMMISSION" means the U.S. Securities and Exchange
Commission.

"COMMON STOCK" means Common Stock, par value $.01 per share,
of the Company.

"COMPANY" shall have the meaning set forth in the preamble
and shall also include the Company's successors, if any.

"COMPANY BOARD" means the Board of Directors of the Company.

"COMPANY SECURITIES" means: (i) equity securities of the
Company, including Common Stock and any class of preferred stock and; (ii) any
security issued by the Company that is convertible into, or exchangeable or
exercisable for, equity securities of the Company.

"DIRECTED OFFERING" has the meaning assigned thereto in
Section 2.03.

"DIRECTED OFFERING PERIOD" means the period commencing on the
date ORBCOMM delivers a Sale Notice to the Company and ending on the 90th day
following such date; provided that the Directed Offering Period may be extended
by ORBCOMM, at its sole discretion, by delivering written notice of such
extension to the Company.

"EQUITY PLAN" means the 1998 Equity Plan of ORBCOMM
Corporation and ORBCOMM Global, L.P., as amended from time to time.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, or
any successor thereto, as the same shall be amended from time to time.

"EXCHANGE NOTICE" has the meaning assigned thereto in Section
4.02.

"EXCHANGE RATE" has the meaning assigned thereto in Section
4.01.

"HOLDER" has the meaning assigned thereto in Section 4.01.

"INDEMNIFIED PARTY" has the meaning assigned thereto in
Section 6.01.

"IPO" means the initial underwritten public offering of the
Common Stock as contemplated by the registration statement on Form S-1 under
the Securities Act filed by the Company (file No. 333-50599) on April 21, 1998,
as such registration statement is amended from time to time.

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"IPO DATE" means the date of the consummation of the IPO.

"MANAGING UNDERWRITER OR UNDERWRITERS" means the person or
persons selected by ORBCOMM and the Company in a Directed Offering to manage an
underwritten offering of Company Securities.

"NOTICED UNITS" has the meaning assigned thereto in Section
2.02.

"OFFERING DOCUMENTS" has the meaning assigned thereto in
Section 3.02.

"OPTION" means an option to purchase one or more shares of
Common Stock that is issued pursuant to an ORBCOMM Benefit Plan.

"ORBCOMM" shall have the meaning set forth in the preamble and
shall also include ORBCOMM's successors.

"ORBCOMM BENEFIT PLAN" means any employee benefit plan of
ORBCOMM existing on the date hereof or hereafter created, each as adopted by
the ORBCOMM Committee and as amended from time to time, including the Equity
Plan.

"ORBCOMM COMMITTEE" means the Committee of ORBCOMM established
pursuant to the Partnership Agreement.

"ORBCOMM UNITS" means any partnership interest in ORBCOMM,
including the Partnership Units, and any security issued by ORBCOMM that is
convertible into, or exchangeable or exercisable for, partnership interests in
ORBCOMM.

"PARTNERSHIP AGREEMENT" means the Restated Agreement of
Limited Partnership of ORBCOMM Global, L.P. dated as of --, 1998, as amended
from time to time.

"PARTNERSHIP UNITS" have the meaning assigned thereto in the
Partnership Agreement.

"PERSON" means a natural person, partnership (whether general
or limited), limited liability company, trust, estate, association,
corporation, custodian, nominee or any other individual or entity in its own or
any representative capacity.

"PROCESS AGENT" has the meaning assigned thereto in Section
7.07.

"SALE NOTICE" has the meaning assigned thereto in Section
2.02.

"SALE RIGHT" has the meaning assigned thereto in Section 2.01.

"SECURITIES ACT" means the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

"STOCK RIGHT" means a right (other than a Option) to acquire,
either directly or beneficially, one or more shares of Common Stock that is
issued pursuant to an ORBCOMM Benefit Plan.

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"TRADING DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are not traded on the
applicable exchange or in the applicable market.

"TRANSFER" has the meaning assigned thereto in Article V.

"UNDERLYING SHARES OF COMMON STOCK" has the meaning assigned
thereto in Section 4.01.

"UNDERWRITER" means any underwriter of an underwritten
offering of Company Securities pursuant to Article III.

SECTION 1.02. INTERPRETATION. The following provisions
shall govern the interpretation of this Agreement:

(a) The singular form of any word used herein,
including the terms defined in Section 1.01, includes the plural, and vice
versa, unless the context otherwise requires. The use herein of a pronoun of
any gender shall include correlative words of the other gender.

(b) Unless otherwise expressly indicated, all
references herein to "Articles," "Sections" and other subdivisions hereof are
to the corresponding Articles, Sections or subdivisions of this Agreement; and
the words "herein," "hereof," "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section
or subdivision hereof.

(c) The headings or titles of the several
Articles and Sections hereof, and any table of contents appended to copies
hereof, shall be solely for convenience of reference and shall not affect the
meaning, construction or effect of this Agreement.

ARTICLE II.

ORBCOMM'S RIGHT TO REQUIRE
FUTURE PURCHASES OF PARTNERSHIP UNITS

SECTION 2.01. GENERAL SALE RIGHTS OF ORBCOMM. Subject to
the terms and conditions set forth herein, at any time and from time to time
after the IPO Date, ORBCOMM shall have the right (the "SALE RIGHT") to create,
issue and sell to the Company, and the Company shall have the obligation to
purchase from ORBCOMM, ORBCOMM Units.

SECTION 2.02. NOTICE REQUIRED FOR EXERCISE OF SALE RIGHT.
In order to exercise its Sale Right, ORBCOMM shall deliver written notice (a
"SALE NOTICE") to the Company of: (i) its intent to exercise its rights under
this Article II; and (ii) the type and number of ORBCOMM Units intended to be
sold to the Company (the "NOTICED UNITS"); provided that if ORBCOMM elects to
change the number or type of Noticed Units during a Directed Offering Period an
additional Sale Notice shall not be required.

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SECTION 2.03. COMPANY'S OBLIGATION TO CONSUMMATE OFFERING
OF COMPANY SECURITIES IN RESPECT OF NOTICED INTERESTS. The Company hereby
agrees that on receipt of a Sale Notice the Company shall, within the Directed
Offering Period and in accordance with Article III, use its best reasonable
efforts to consummate an offering of Company Securities (a "DIRECTED
OFFERING"), and apply the proceeds received by the Company from such Directed
Offering to the purchase of the Noticed Units, on terms and conditions
determined by ORBCOMM; provided that the Company shall not be required to
purchase Noticed Units until the date it first receives proceeds from the
Directed Offering.

ARTICLE III.

PROCEDURES FOR DIRECTED OFFERINGS

SECTION 3.01. TERMS OF DIRECTED OFFERINGS; CORPORATE ACTION
BY THE COMPANY.

(a) The Company hereby agrees that, subject to
applicable law, the terms of any Directed Offering shall be structured at the
direction of ORBCOMM, including: (i) the quantity, class and terms of the
Company Securities to be offered; (ii) whether the Company Securities to be
offered will be registered under the Securities Act or whether such Company
Securities will be sold pursuant to an exemption from such registration; (iii)
whether the Directed Offering will be consummated on a date certain or will be
made on a delayed or continuous basis; and (iv) the terms under which the
proceeds from the sale of the Company Securities will be applied to the
purchase of the Noticed Units.

(b) The Company hereby agrees, subject to
applicable law, to take all action necessary to consummate any Directed
Offering in accordance with the terms of this Agreement, including: (i)
authorizing the issuance and sale of the Company Securities (and authorizing
and reserving for issuance all Company Securities issuable on the exercise of
the Company Securities to be issued in the Directed Offering); and (ii)
amending or supplementing the Company's governing documents as required by the
terms of the Directed Offering and seeking stockholder or other approval, if
necessary, for such action.

(c) In addition to any other obligation of the
Company hereunder, the Company hereby agrees that at any time and from time to
time after the IPO Date, it will increase its authorized share capital as
directed by ORBCOMM, including authorizing additional shares of Common Stock
and creating and authorizing one or more series of preferred stock, within
thirty days of receipt of written instructions from ORBCOMM to effect such an
increase.

SECTION 3.02. COOPERATION IN PREPARATION OF OFFERING
DOCUMENTS. ORBCOMM and the Company hereby agree to cooperate in the
preparation of any offering documents relating to a Directed Offering (the
"OFFERING DOCUMENTS"), including: (a) any registration statements or amendments
thereto required to be filed with the Commission pursuant to Section 3.04 in
connection with the registration of Company Securities to be issued in a
Directed Offering; and (b) any disclosure memoranda or amendments thereto to be
used in connection with a Directed Offering of Company Securities exempt from
registration under the Securities Act.

SECTION 3.03. CUSTOMARY AGREEMENTS. ORBCOMM and the
Company hereby agree to enter into and deliver all customary agreements
(including underwriting or purchase agreements) as are reasonably requested of
the Company or ORBCOMM to expedite or facilitate any Directed Offering.

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<PAGE> 7
SECTION 3.04. REGISTRATION STATEMENTS.

(a) In connection with the obligations of the
Company under Articles II and III in respect of any Directed Offering of
Company Securities registered under the Securities Act the Company hereby
agrees to:

(i) prepare and file with the Commission
a registration statement with respect to the Company
Securities on any form which may be utilized by the Company
and which shall permit the disposition of such Company
Securities in accordance with the terms of the Directed
Offering and use its reasonable best efforts to cause such
registration statement to become effective as directed by
ORBCOMM;

(ii) prepare and file with the Commission
such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be
necessary to maintain the effectiveness of such registration
statement for the period required for the disposition of the
Company Securities in accordance with the terms of the
Directed Offering and to comply with the provisions of the
Securities Act with respect to the sale or other disposition
of the Company Securities covered by such registration
statement;

(iii) for a reasonable period prior to the
filing of such registration statement, and throughout the
period required for the disposition of the Company Securities
in accordance with the terms of the Directed Offering, and on
reasonable notice, make available for inspection by ORBCOMM,
any underwriter participating in any distribution pursuant to
the registration statement, and any attorney or accountant
designated by ORBCOMM, at a reasonable time and in a
reasonable manner, financial and other information and the
books and records of the Company, and cause the officers,
directors and employees of the Company to respond to such
inquiries and supply information reasonably requested by
ORBCOMM and any such underwriter, attorney or accountant in
the course of conducting a reasonable investigation within the
meaning of Section 11 of the Securities Act;

(iv) promptly notify ORBCOMM, and the
managing underwriter or underwriters, if any, and confirm such
advice in writing: (A) when such registration statement or
supplement or post-effective amendment has been declared or
becomes effective; (B) of the issuance by the Commission of
any stop order suspending the effectiveness of such
registration statement or the initiation or threatening of any
proceedings for such purpose; (C) of the receipt by the
Company of any notification with respect to the suspension of
the qualification of the Company Securities offered in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose; or (D) of the happening of any
event during the period such registration statement is
effective which makes any statement made in such registration
statement or the related prospectus untrue in any material
respect or which requires the making of any changes in such
registration statement or prospectus in order to make the
statements therein not misleading;

(v) on the occurrence of any event
contemplated by Section 3.04(a)(iv)(D) hereof, use its
reasonable best efforts to prepare a supplement or
post-effective amendment to such registration statement or the
related prospectus or any

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<PAGE> 8
document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the
purchasers of the Company Securities, such prospectus will not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading;

(vi) use its reasonable best efforts to
obtain promptly the withdrawal of any order suspending the
effectiveness of such registration statement or any
post-effective amendment thereto;

(vii) provide copies of any prospectus,
any amendment to the registration statement or amendment or
supplement to any prospectus or any document which is to be
incorporated by reference into such registration statement or
any prospectus after initial filing of such registration
statement, a reasonable time prior to the filing of any such
prospectus, amendment, supplement or document, to ORBCOMM and
the underwriters, if any, and make the representatives of the
Company available to ORBCOMM and the underwriters, if any, for
discussion of any such document;

(viii) use its reasonable best efforts to:
(A) register or qualify the Company Securities to be included
in such registration statement under such securities laws or
blue sky laws of such jurisdictions as ORBCOMM and each
placement or sales agent, if any, therefor and each
underwriter, if any, thereof shall reasonably request in
writing on a timely basis; and (B) take any and all other
actions as may be reasonably necessary or advisable to enable
each such holder, agent, if any, and each underwriter, if any,
to consummate the disposition in such jurisdictions of the
Company Securities; and

(ix) use its reasonable best efforts to
obtain the consent or approval of each governmental agency or
authority, whether federal, state or local which may be
required to effect the registration or the offering or sale in
connection therewith of the Company Securities;

(b) ORBCOMM hereby agrees to provide the Company
with all assistance reasonably necessary for the Company to comply with its
obligations under Section 3.04(a).

ARTICLE IV.

ORBCOMM'S EXCHANGE RIGHTS WITH RESPECT
TO OPTIONS AND STOCK RIGHTS

SECTION 4.01. GENERAL EXCHANGE RIGHTS OF ORBCOMM. Upon
exercise of any Options or exercise or conversion of Stock Rights by the holder
thereof (the "HOLDER") and notice by ORBCOMM of such exercise or conversion
pursuant to Section 4.02(c), the Company shall have the obligation to sell to
ORBCOMM, in accordance with Section 4.03 hereof, the number of registered,
fully paid and non-assessable shares of Common Stock such Holder is entitled to
have delivered on exercise of such Options or Stock Rights (the "UNDERLYING
SHARES OF COMMON STOCK"). In exchange for each Underlying Share of Common
Stock delivered by the Company pursuant to this Article IV, ORBCOMM shall
create, issue and deliver to the Company, in accordance with Section 4.03
hereof, fully paid and non-assessable Partnership Units, subject to adjustment
as provided in Article V. The number of shares of Common Stock to be delivered
by the Company pursuant to this Article IV in exchange for one such

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<PAGE> 9
Partnership Unit is hereinafter referred to as the "EXCHANGE RATE." At any time
and from time to time after the IPO Date, ORBCOMM shall have the right to issue
additional Options and Stock Rights pursuant to any ORBCOMM Benefit Plan.

SECTION 4.02. INFORMATION AND NOTICE OBLIGATIONS OF
ORBCOMM; SHARE RESERVATION OBLIGATIONS OF THE COMPANY.

(a) ORBCOMM has heretofore delivered to the
Company a copy of the Equity Plan and agrees to provide the Company with copies
of any other ORBCOMM Benefit Plan that permits ORBCOMM to offer Options or
Stock Rights. ORBCOMM hereby agrees to provide the Company with a schedule no
later than the 20th Business Day following the last day of each calendar
quarter listing: (i) all authorized and outstanding Options and Stock Rights
under ORBCOMM Benefit Plans; and (ii) the total number of Underlying Shares of
Common Stock issuable in respect of all authorized and outstanding Options and
Class Rights (the "AUTHORIZED SHARES") as of the last Business Day of such
calendar quarter (the "BENEFIT PLAN SCHEDULE"); provided that: (i) ORBCOMM may
provide a Benefit Plan Schedule at any time and; (ii) ORBCOMM shall not be
required to provide a Benefit Plan Schedule if there has been no change from
the most recently provided Benefit Plan Schedule.

(b) The Company hereby agrees to authorize and
reserve for issuance pursuant to this Agreement a number of shares of Common
Stock that is not less than the number of Authorized Shares; and the Company
agrees that, if a Benefit Plan Schedule lists a greater number of Authorized
Shares than the number of shares of Common Stock the Company has authorized and
reserved for issuance pursuant to this Agreement, the Company shall immediately
act to increase the number of shares of Common Stock authorized and reserved
for issuance pursuant to this Agreement to a number of shares of Common Stock
that is not less than the number of Authorized Shares listed in such Benefit
Plan Schedule.

(c) In order for the Company to have the
obligation to sell Underlying Shares of Common Stock to ORBCOMM on a Holder's
exercise or conversion of a Option or a Stock Right, ORBCOMM must provide the
Company with written notice (an "EXCHANGE NOTICE") of: (i) such Holder's
exercise of, or intention to exercise, Options or Stock Rights; (ii) the number
of Underlying Shares of Common Stock to be delivered by the Company as a result
of such exercise; and (iii) the person in whose name such Underlying Shares of
Common Stock are to be registered.

SECTION 4.03. PROCEDURES FOR DELIVERY BY THE COMPANY AND
ORBCOMM. Each of the Company and ORBCOMM shall have the obligation to deliver
the Underlying Shares of Common Stock and the Partnership Units and the
respective purchase prices therefor in accordance with Article V of the Equity
Plan.

SECTION 4.04. COMPANY'S OBLIGATION TO MAINTAIN EFFECTIVE
REGISTRATION STATEMENT. The Company hereby agrees to prepare and file with
the Commission, a registration statement with respect to the Underlying Shares
of Common Stock to be delivered pursuant to this Article IV on any form which
may be used by the Company and will permit the delivery of registered
Underlying Shares of Common Stock in accordance with this Article IV and to use
its best efforts to cause such registration statement or statements to become
effective as of the IPO Date or as soon as practicable thereafter; and the
Company hereby agrees to use its best efforts to prepare and file with the
Commission such amendments and supplements to such registration statement, or
to file and seek the effectiveness of additional registration statements, if
any, as may be necessary to maintain an effective

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<PAGE> 10
registration statement that will permit the delivery of registered Underlying
Shares of Common Stock in accordance with this Article IV at any time after the
IPO Date.

SECTION 4.05. COOPERATION IN PREPARATION OF REGISTRATION
STATEMENTS; CUSTOMARY AGREEMENTS. ORBCOMM and the Company hereby agree to
cooperate in the preparation of any registration statement required to be filed
with the Commission pursuant to Section 4.04. ORBCOMM and the Company hereby
agree to enter into and deliver all customary Agreements as are reasonably
requested of the Company or ORBCOMM to expedite or facilitate the issuance of
registered Underlying Shares of Common Stock in accordance with this Article
IV.

SECTION 4.06. EXPENSES. ORBCOMM shall promptly pay, or
reimburse the Company for the payment of, all expenses incurred by the Company
in connection with the transactions contemplated by this Article IV.

ARTICLE V.

ADJUSTMENT OF EXCHANGE RATE

The Exchange Rate shall be adjusted from time to time as
follows:

(a) In case the Company shall pay or make a
dividend or other distribution on any class of capital stock of the Company in
Common Stock, the Exchange Rate in effect at the opening of business on the day
following the date fixed for the determination of holders of the Company's
Common Stock entitled to receive such dividend or other distribution shall be
adjusted by multiplying such Exchange Rate by a fraction the numerator of which
shall be the sum of the number of shares of Common Stock outstanding at the
close of business on the date fixed for such determination plus the total
number of shares constituting such dividend or other distribution and the
denominator of which shall be such number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination. The
adjusted Exchange Rate shall be effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this subsection (a), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company.

(b) In case ORBCOMM shall pay or make a dividend
or other distribution on any class of ORBCOMM Units in Partnership Units, the
Exchange Rate in effect at the opening of business on the day following the
date fixed for the termination of ORBCOMM partners entitled to receive such
dividend or other distribution shall be adjusted by multiplying such Exchange
Rate by a fraction the denominator of which shall be the sum of the number of
Partnership Units outstanding at the close of business on the date fixed for
such determination plus the total number of Partnership Units constituting such
dividend or other distribution and the numerator of which shall be such number
o Partnership Units outstanding at the close of business on the date fixed for
such determination. The adjusted Exchange Rate shall be effective immediately
after the opening of business on the day following the date fixed for such
determination. For the purposes of this subsection (b), the number of
Partnership Units at any time outstanding shall not include shares held in the
treasury of ORBCOMM.

(c) In case the Company shall issue rights or
warrants to all holders of any class of Common Stock entitling them to
subscribe for, purchase or acquire shares of Common Stock at a price per share
less than the current market price per share (determined as provided in
subsection (k) below) of the Common Stock on the date fixed for the
determination of holders of the Company's

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<PAGE> 11
Common Stock entitled to receive such rights or warrants, the Exchange Rate in
effect at the opening of business on the day following the date fixed for such
determination shall be adjusted by multiplying such Exchange Rate by a fraction
the numerator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription, purchase
or acquisition, and the denominator of which shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock that could be purchased
at the current market price with the aggregate offering price of the total
number of shares of Common Stock so offered for subscription, purchase or
acquisition would purchase at such current market price. The adjusted Exchange
Rate shall be effective immediately after the opening of business on the day
following the date fixed for such determination. For the purposes of this
subsection (c), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company
agrees not to pay any dividend or make any distribution on shares of Common
Stock held in its treasury.

(d) In case ORBCOMM shall issue rights or
warrants to all holders of Partnership Units entitling them to subscribe for,
purchase or acquire Partnership Units at a price per Partnership Unit less than
the current market price per share (determined as provided in subsection (k)
below) of the Common Stock multiplied by the Exchange Rate on the date fixed
for the determination of Partnership Unit holders entitled to receive such
rights or warrants, the Exchange Rate in effect at the opening of business on
the day following the date fixed for such determination shall be adjusted by
multiplying such Exchange Rate by a fraction the denominator of which shall be
the sum of the number of Partnership Units outstanding at the close of business
on the date fixed for such determination plus the number of Partnership Units
so offered for subscription, purchase or acquisition, and the numerator of
which shall be the number of Partnership Units outstanding at the close of
business on the date fixed for such determination plus the number of
Partnership Units that could be purchased at the current market price with the
aggregate offering price of the total number of Partnership Units so offered
for subscription, purchase of acquisition would purchase at a price per
Partnership Unit equal to the market price per Share of Common Stock multiplied
by the Exchange Rate. The adjusted Exchange Rate shall be effective
immediately after the opening of business on the day following the date fixed
for such determination. For the purposes of this subsection (d), the number of
Partnership Units at any time outstanding shall not include shares held in the
treasury of ORBCOMM. ORBCOMM agrees not to pay any dividend or make any
distribution on Partnership Units held in its treasury.

(e) In case the outstanding shares of Common
Stock shall be subdivided into a greater or smaller number of shares of Common
Stock, the Exchange Rate in effect at the opening of business on the day
following the day on which such subdivision becomes effective shall be
proportionately adjusted. The adjusted Exchange Rate shall be effective
immediately after the opening of business on the day following the day on which
such subdivision or combination becomes effective.

(f) In case the outstanding Partnership Units
shall be subdivided into a greater or smaller number of Partnership Units, the
Exchange Rate in effect at the opening of business on the day following the day
on which such subdivision becomes effective shall be proportionately adjusted.
The adjusted Exchange Rate shall be effective immediately after the opening
of business on the day following the day on which such subdivision or
combination becomes effective.

(g) In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities but excluding: (i) any rights or
warrants referred to in subsection (c) above; (ii) any dividend or distribution
referred to

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<PAGE> 12
in subsection (a) above; and (iii) any dividend or distribution paid in cash
out of current or accumulated earnings), then in each case, the Exchange Rate
in effect at the opening of business on the day following the date fixed for
the determination of holders of Common Stock entitled to receive such
distribution shall be adjusted by multiplying such Exchange Rate by a fraction
of which the numerator shall be the current market price per share (determined
as provided in subsection (k) below) of the Common Stock on such date of
determination (or, if earlier, on the date on which the Common Stock goes
"ex-dividend" in respect of such distribution) less the then Fair Market Value
as determined by the Company Board (whose determination shall be conclusive) of
the portion of the assets or evidences of indebtedness so distributed (and for
which an adjustment to the Exchange Rate has not previously been made pursuant
to the terms of this Article V) applicable to one share of Common Stock, and
the denominator shall be such current market price per share of the Common
Stock. The adjusted Exchange Rate shall be effective immediately after the
opening of business on the day following such date of determination.

(h) In case ORBCOMM shall, by dividend or
otherwise, distribute to all holders of its Partnership Units evidence of its
indebtedness or assets (including securities but excluding: (i) any rights or
warrants referred to in subsection (d) above; (ii) any dividend of distribution
referred to in subsection (b) above; and (iii) any dividend or distribution
paid in cash out of current or accumulated earnings), then in each case, the
Exchange Rate in effect at the opening of business on the day following the
date fixed for the determination of holders of Partnership Units entitled to
receive such distribution shall be adjusted by multiplying such Exchange Rate
by a fraction of which the denominator shall be the current market price per
share (determined as provided in subsection (k) below) of the Common Stock on
such date of determination multiplied by the Exchange Rate (or, if earlier, on
the date on which the Partnership Units go "ex-dividend" in respect of such
distribution) less the then Fair Market Value as determined by the ORBCOMM
Committee (whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed (and for which an adjustment
to the Exchange Rate has not previously been made pursuant to the terms of this
Article V) applicable to one Partnership Unit, and the numerator shall be such
current market price per share of the Common Stock multiplied by the Exchange
Rate. The adjusted Exchange Rate shall be effective immediately after the
opening of business on the day following such date of determination.

(i) The reclassification or change of Common
Stock into securities including securities other than Common Stock (other than
any reclassification on a consolidation or merger to which subsection (n) below
applies) shall be deemed to involve: (A) a distribution of such securities
other than Common Stock to all holders of Common Stock (and the effective date
of such reclassification shall be deemed to be "the date fixed for the
determination of holders of Common Stock entitled to receive such distribution"
within the meaning of subsection (g) above); and (B) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of
shares of Common Stock outstanding immediately thereafter (and the effective
date of such reclassification shall be deemed to be "the day on which such
subdivision becomes effective" or "the day on which such combination becomes
effective," as the case may be, and "the day on which such subdivision or
combination becomes effective" within the meaning of subsection (e) above).

(j) The reclassification or change of Partnership
Units into interests or securities including ORBCOMM Units other than
Partnership Units shall be deemed to involve: (A) a distribution of such
interests or securities other than Partnership Units to all holders of
Partnership Units (and the effective date of such reclassification shall be
deemed to be "the date fixed for the determination of holders of Partnership
Units entitled to receive such distribution" within the meaning of subsection
(h) above); and (B) a subdivision or combination, as the case may be, of the
number of shares of Partnership

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Units outstanding immediately prior to such reclassification into the number of
Partnership Units outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day on which such subdivision
becomes effective" or "the day on which such subdivision becomes effective," as
the case may be, and "the day on which such subdivision or combination become
effective" within the meaning of subsection (f) above).

(k) For the purpose of any computation under
subsection (c), (d), (g) or (h) above, the current market price per share of
Common Stock on any day shall be deemed to be the average of the Closing Prices
of the Common Stock for the 20 consecutive Trading Days selected by the Company
Board commencing no more than 30 Trading Days before and ending no later than
the second Trading Day before the day in question; provided, that, in the case
of subsection (3), if the period between the date of the public announcement of
the dividend or distribution and the date for the determination of holders of
Common Stock entitled to receive such dividend or distribution (or, if earlier,
the date on which the Common Stock goes "ex-dividend" in respect of such
dividend or distribution) shall be less than 20 Trading Days, the period shall
be such lesser number of Trading Days but, in any event, not less than five
Trading Days.

(l) No adjustment in the Exchange Rate shall be
required unless such adjustment would require an increase or decrease of at
least 1% in such rate; provided, however, that any adjustments which by reason
of this clause (l) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment and provided, further, that
adjustments shall be required and made in accordance with the provisions of
this Article V (other than this clause (l)) not later than such time as may be
required in order to preserve the tax free nature of a distribution to the
holders of shares of Common Stock. Anything in this clause (l) to the contrary
notwithstanding, the Company shall be entitled, at its option, to make such
increases in the Exchange Rate, in addition to those required by this Article
V, as it in its discretion shall determine to be advisable in order that any
stock dividend, subdivision or combination of shares, distribution of capital
stock or rights or warrants to purchase stock or securities, or distribution of
evidences of indebtedness or assets (other than cash dividends or distributions
paid from current or accumulated earnings) or other event shall be a tax free
distribution to holders for United States federal income tax purposes. All
calculations under this clause (l) shall be made to the nearest cent.

(m) ORBCOMM shall notify the Company of any event
requiring an adjustment in the Exchange Rate pursuant to subsection (b), (d),
(f), (h) or (j), and whenever the Exchange Rate is adjusted as herein provided,
the Company shall notify ORBCOMM which notice shall include the Exchange Rate
after such adjustment and shall set forth a brief statement of the facts
requiring such adjustment and the manner of computing the same.

(n) In case of any consolidation of the Company
with, or merger of the Company into, any other entity, any merger of another
entity into the Company (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock) or any sale or transfer of all or substantially all of the assets
of the Company, ORBCOMM shall have the right thereafter to exchange Partnership
Units only into the kind and amount of securities, cash and other property
receivable on such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock into which such Partnership Units might have
been exchanged immediately prior to such consolidation, merger, sale or
transfer, assuming such holder of Common Stock is not the entity with which the
Company consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (a
"constituent person"), or an affiliate of a constituent person and such holder
shall have failed to

12
<PAGE> 14
exercise its rights of election, if any, as to the kind or amount of
securities, cash or other property receivable on such consolidation, merger,
sale or transfer provided that if the kind or amount of securities, cash and
other property receivable on such consolidation, merger, sale or transfer is
not the same for each share of Common Stock held immediately prior to such
consolidation, merger, sale or transfer by other than a constituent entity or
an affiliate thereof and in respect of which such rights of election shall not
have been exercised ("non-electing share"), then for the purpose of this
subsection (n) the kind and amount of securities, cash and other property
receivable on such consolidation, merger, sale or transfer by each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares. If necessary, appropriate adjustment
shall be made in the application of the provisions set forth herein with
respect to the rights and interests thereafter of ORBCOMM, so that the
provisions set forth herein shall thereafter be applicable, as nearly as may
reasonably be practicable, to any shares of stock or other securities or
property thereafter deliverable on the exchange of the Partnership Units. Any
adjustment under this subsection (n) shall be evidenced by a certificate of the
Company and a notice of such adjustment filed and mailed in the manner set
forth in subsection (m). The above provisions shall similarly apply to
successive consolidations, mergers, sales or transfers.

In case: (x) the Company shall take any action that would
result in an adjustment to the Exchange Rate; or (y) of any consolidation or
merger to which the Company is a party and for which approval of any holders of
the Company' Common Stock is required, or of the sale or transfer of all or
substantially all of the assets of the Company; or (z) of the voluntary or
involuntary dissolution, liquidation or winding-up of the Company; then the
Company shall provide to ORBCOMM, at least 15 days prior to the applicable
record or effective date hereinafter specified, a notice stating: (A) the date
on which a record is to be taken for the purpose of such actions, or, if the
record is not to be taken, the date as of which the holders of Common Stock, as
the case may be, of record are to be determined; or (B) the date on which such
adjustment, consolidation, merger, sale, transfer, dissolution, liquidation or
winding-up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
on such consolidation, merger, sale, transfer, dissolution, liquidation or
winding-up. Neither the failure to give such notice nor any defect therein
shall affect the legality or validity of the proceedings described in clauses
(x) through (z) above.

ARTICLE VI.

RESTRICTIONS ON TRANSFER

The ORBCOMM Units sold or exchanged hereunder are subject to
the restrictions on Transfer (as hereinafter defined) contained in the
Partnership Agreement. In addition, such ORBCOMM Units will not be registered
under any United States federal or state securities laws and may not be
Transferred unless such laws do not apply or unless such registration is
otherwise not required. As used herein, "Transfer" means to sell, transfer,
assign, pledge or otherwise encumber or dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law),
directly or indirectly.

13
<PAGE> 15
ARTICLE VII.

INDEMNIFICATION

SECTION 7.01. INDEMNIFICATION BY ORBCOMM. ORBCOMM will
indemnify and hold harmless the Company and each of its officers, directors and
employees (each an "indemnified party") against any losses, claims, damages or
liabilities to which such indemnified party may become subject, under the
Securities Act or otherwise, that directly or indirectly, arise out of or are
related to, the transactions contemplated by this Agreement, and will reimburse
such indemnified party for any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim, as such losses, damages, liabilities or expenses are incurred;
provided, however, that ORBCOMM shall not be liable in any such case to any
indemnified party to the extent that any such loss, claim, damage or liability
arises out of or is based on an intentional act or omission of the indemnified
party which was contrary to any written instruction or request of ORBCOMM or
which amounted to willful misconduct on the part of the indemnified party.

SECTION 7.02. PROCEEDINGS. Promptly after receipt by an
indemnified party of notice of the commencement of any action, suit or
proceeding as to which a claim in respect thereof is to be made against ORBCOMM
under Section 7.01, the indemnified party shall notify ORBCOMM in writing of
the commencement thereof, but the omission so to notify ORBCOMM shall not
relieve ORBCOMM from any liability that it may have to any indemnified party
otherwise than under such section unless ORBCOMM is materially prejudiced
thereby. In case any such action shall be brought against any indemnified party
and it shall notify ORBCOMM of the commencement thereof, ORBCOMM shall be
entitled to participate therein and, to the extent that it shall wish, to
assume the defense thereof, with counsel satisfactory to such indemnified party
(which shall not, except with the consent of the indemnified party, be counsel
to ORBCOMM), and, after notice from ORBCOMM to such indemnified party of its
election so to assume the defense thereof, ORBCOMM shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. ORBCOMM shall not, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment: (a)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim; and (b) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party. No indemnified party shall effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution has been or may be sought hereunder without the prior written
consent of ORBCOMM.

SECTION 7.03. CONTRIBUTION. In order to provide for just
and equitable contribution in circumstances in which the indemnity agreement
provided for in Section 7.01 is for any reason held to be unenforceable
although applicable in accordance with its terms, ORBCOMM shall contribute to
the losses, liabilities, claims, damages and expenses of the type contemplated
by such indemnity agreement incurred by any indemnified party in such
proportion as shall be appropriate to reflect: (a) the relative benefits
received, directly or indirectly, by ORBCOMM on the one hand and the
indemnified party on the other hand, from the sale or exchange of the Company
Securities and the issuance and sale of the Partnership Units; and (b) the
relative fault of ORBCOMM on the one hand and the indemnified party on the
other, with respect to the acts or omissions that resulted in such loss,
liability, claim, damage or

14
<PAGE> 16
expense, or action in respect thereof, as well as any other relevant equitable
considerations. ORBCOMM and the Company agree that it would not be just and
equitable if contribution pursuant to this Section 7.03 were to be determined
by pro rata allocation or by any other method of allocation that does not take
into account the relevant equitable considerations. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from ORBCOMM if ORBCOMM was
not guilty of such fraudulent misrepresentation. The indemnity and
contribution obligations in this Article VI are solely obligations of ORBCOMM
and no recourse may be had thereunder against any member, director, officer,
employee or agent of ORBCOMM.

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

SECTION 8.01. EFFECTIVENESS OF AGREEMENT. This Agreement
shall become effective only on the first date on which the Company purchases
Partnership Units from ORBCOMM.

SECTION 8.02. ACKNOWLEDGMENT. The Company hereby
acknowledges pursuant to the Equity Plan that shares of Common Stock are
available for purposes of the Equity Plan.

SECTION 8.03. SUCCESSORS AND ASSIGNS. This Agreement shall
inure to the benefit of and be binding on the successors and permitted assigns
of each of the parties; provided that this Agreement may not be assigned by the
Company without the written consent of ORBCOMM.

SECTION 8.04. NOTICES. All notices and other
communications provided for in this Agreement shall be in writing, shall be in
the English language and shall be sufficiently given if made: (a) by hand
delivery; (b) by telecopier; or (c) by reputable express courier service
(charges prepaid), if to the Company, at the following address:

ORBCOMM Corporation
c/o ORBCOMM Global, L.P.
2455 Horse Pen Road, Suite 100
Herndon, Virginia, 20171
Attention: Mary Ellen Seravalli, Esq.
Phone: (703) 406-5521
Telecopier: (703) 406-5933

or if to ORBCOMM, at the following address:

ORBCOMM Global, L.P.
2455 Horse Pen Road, Suite 100
Herndon, VA 20171
Attention: Mary Ellen Seravalli, Esq.
Phone: (703) 406-5521
Telecopier: (703) 406-5933

or at such other address as the Company or ORBCOMM shall have furnished in
writing one to the other. Such notice shall be deemed to have been given when
actually received.

15
<PAGE> 17
SECTION 8.05. ENTIRE AGREEMENT. This Agreement constitutes
the entire understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior understandings among such parties with
respect to such subject matter.

SECTION 8.06. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. If it shall be determined by a
court of competent jurisdiction that any provision or wording of this Agreement
shall be invalid or unenforceable under applicable law, such invalidity or
unenforceability shall not invalidate this entire Agreement. In that case,
this Agreement shall be construed so as to limit any term or provision so as to
make it enforceable or valid within the requirements of any applicable law,
and, in the event such term or provision cannot be so limited, this Agreement
shall be construed to omit such invalid or unenforceable provisions.

SECTION 8.07. JURISDICTION AND SERVICE OF PROCESS. Any
suit, action or proceeding against any party with respect to this Agreement may
be brought in a court of the United States sitting in the State of Delaware or,
if jurisdiction is lacking in such a court, in a court of record in the State
of Delaware, and each party hereby irrevocably waives, to the fullest extent
permitted by law, any objection that it may have, whether now or in the future,
to the laying of venue in, or to the jurisdiction of, any and each of such
courts for the purpose of any such suit, action, proceeding or judgment and
further waives any claim that any such suit, action, proceeding or judgment has
been brought in an inconvenient forum, and the party hereby submits to such
jurisdiction. Each party hereto hereby agrees that service of all writs,
process and summonses in any such suit, action or proceeding brought in the
State of Delaware may be made on the process agent appointed by the Company or
such alternate process agent in the United States designated with respect to
the party in a writing delivered to the other party (the "PROCESS AGENT") and
each of the parties hereto hereby irrevocably appoints the Process Agent in its
name, place and stead to receive and forward such service of any and all such
writs, process and summonses and agrees that the failure of the Process Agent
to give any notice of any such service of process to such party shall not
impair or affect the validity of such service or of any judgment based thereon.
If the Process Agent is no longer able to so act for any reason whatsoever, the
party agrees to appoint a substitute process agent, which substitute process
agent shall thereafter be deemed to be the Process Agent hereunder, and to give
notice of such appointment to the other party.

SECTION 8.08. AMENDMENTS TO THE AGREEMENT. This Agreement
may not be changed or amended or the observance of any provisions waived
without the written consent of each of the Company and ORBCOMM.

16
<PAGE> 18
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

ORBCOMM CORPORATION

By:
--------------------------------------------------
Name: Scott L. Webster
Title: President and Chief Executive Officer

ORBCOMM GLOBAL, L.P.

By:
--------------------------------------------------
Name: Scott L. Webster
Title: Chief Executive Officer

<PAGE> 1
EXHIBIT 4.5

Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
and
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
As representatives of the several
Underwriters named in Schedule I
to the Underwriting Agreement
referred to below

Ladies and Gentlemen:

The undersigned holds the position(s) set forth opposite his or her
name on the attached Schedule A. The undersigned understands that ORBCOMM
Corporation (the "Company") has filed a registration statement on Form S-1 (Reg.
No. 333-50599) with the Securities and Exchange Commission covering the sale of
up to 6,900,000 shares (the "Shares") of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), including shares subject to over-allotment
options, to the Underwriters (the "Underwriters") named in Schedule I to the
Underwriting Agreement (the "Underwriting Agreement"). The Underwriters propose
to offer such Shares to the public (the "Offering").

This letter is being delivered pursuant to Section 6(i) of the
Underwriting Agreement. All capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Underwriting Agreement.

To induce the Underwriters to participate in the Offering, the
undersigned represents and warrants to, and agrees with, each of the
Underwriters that during the period beginning on the date hereof and continuing
to and including the date that is 180 days after the date of the Prospectus, the
undersigned will not, without the prior written consent of Bear Stearns & Co.
Inc. and J.P. Morgan Securities Inc., directly or indirectly, offer, sell, offer
or agree to sell, grant any option for or otherwise dispose of (or announce any
sale, offer, grant of an option to purchase or other disposition of) any shares
of Common Stock (or any securities convertible into or exercisable or
exchangeable for shares of Common Stock).

<PAGE> 2

The undersigned has not taken and will not take, directly or
indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Shares.

This letter may be relied upon by the Underwriters.

----------------------------------------
Name:

<PAGE> 3

Schedule A

Scott L. Webster President, Chief Executive Officer and
Director of ORBCOMM Corporation
(the "Company")
Chairman, Chief Executive Officer and
Member of ORBCOMM Global, L.P.
("ORBCOMM")
President and Director of Orbital
Communications Corporation ("OCC")

W. Bartlett Snell Chief Financial Officer and Treasurer
of the Company
Senior Vice President Finance and
Administration, Chief Financial
Officer and Treasurer of ORBCOMM

Marc Leroux Director of the Company
Member of ORBCOMM
Vice President, Technology of
Teleglobe Inc. ("Teleglobe")

William J. Meder Director of the Company
Vice Chairman and Member of ORBCOMM

Jeffrey V. Pirone Director of the Company
Member of ORBCOMM
Executive Vice President and Chief
Financial Officer of Orbital
Sciences Corporation ("Orbital")
Vice President and Chief Financial
Officer of OCC

Claude Seguin Executive Vice President, Finance and
Chief Financial Officer of
Teleglobe

David W. Thompson Director of the Company
Member of ORBCOMM
Chairman of the Board, President and
Chief Executive Officer of
Orbital
Director of OCC

James R. Thompson, Jr. Executive Vice President and General
Manager/Launch Systems Group of
Orbital

<PAGE> 4

Robert D. Strain Executive Vice President and General
Manager/Electronics and Sensor
Systems Group of Orbital

Michael D. Griffin Executive Vice President and Chief
Technical Officer of Orbital

Daniel D. Friedmann Executive Vice President and General
Manager/Systems Integration
Group of Orbital

Charles M. Boesenberg Executive Vice President and General
Manager/Satellite Access
Products Group of Orbital

Robert R. Lovell Executive Vice President and General
Manager/Space Systems Group of
Orbital

Antonio L. Elias Senior Vice President, Advanced
Programs of Orbital

Leslie C. Seeman Senior Vice President, General Counsel
and Secretary of Orbital

Alan Parker Executive Vice President of OCC

Wan Aishah Wan Hamid Director of the Company
Member of ORBCOMM
Executive Vice President of Technology
Resources Industries Bhd.

Charles Sirois Chairman of the Board and Chief
Executive Officer of Teleglobe

Andre Bourbonnais Vice-President, Legal Affairs and
Corporate Secretary of Teleglobe

Meriel V.M. Bradford Vice-President, Governmental and
External Relations of Teleglobe

Jacques Deforges Treasurer of Teleglobe
<PAGE> 5
Paolo Guidi President and Chief Executive Officer,
Global Telecommunications
Services of Teleglobe

Fransois Laurin Vice-President, Finance and Corporate
Controller of Teleglobe

Fransois Gauvin Assistant Corporate Secretary of
Teleglobe

Guthrie J. Stewart Executive Vice President, Corporate
Development of Teleglobe

<PAGE> 1
EXHIBIT 5

[LATHAM & WATKINS LETTERHEAD]

July 1, 1998
------------

ORBCOMM Corporation
2455 Horse Pen Road
Herndon, Virginia 20171

Re: Registration Statement No. 333-50599; 6,900,000
shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

In connection with the registration of 6,900,000 shares of
common stock of ORBCOMM Corporation, a Delaware corporation (the "Company"),
par value $0.01 per share (the "Shares"), under the Securities Act of 1933, as
amended (the "Act"), by the Company on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") on April 21, 1998 (File No. 333-50599),
as amended by Amendment No. 1 filed with the Commission on June 1, 1998, as
further amended by Amendment No. 2 filed with the Commission on June 12, 1998,
as further amended by Amendment No. 3 filed with the Commission on July 1,
1998 (collectively, the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.

In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of original or copies certified or otherwise identified to our
satisfaction of such
<PAGE> 2
LATHAM & WATKINS
July 1, 1998
Page 2

documents, corporate records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and
we express no opinion with respect to the applicability thereto, or the effect
thereon, of any other laws, or as to any matters of municipal law or the laws
of any other local agencies within the state.

Subject to the foregoing, it is our opinion that the Shares
have been duly authorized, and, upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement, will be validly issued,
fully paid and nonassessable.

We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."

Very truly yours,

Latham & Watkins

<PAGE> 1

EXHIBIT 10.3

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

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ORBCOMM GLOBAL, L.P.

DATED AS OF

--, 1998

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

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I. ORGANIZATIONAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.01. Continuation. . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02. Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.03. Registered Office; Principal Office. . . . . . . . . . . . . 2
Section 1.04. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.05. Title to Partnership Property. . . . . . . . . . . . . . . 2
Section 1.06. Effectiveness of Partnership Agreement. . . . . . . . . . . 2

ARTICLE II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 2.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 3.01. Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV. CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 4.01. General Partners. . . . . . . . . . . . . . . . . . . . . . 9
Section 4.02. Additional Capital Contributions. . . . . . . . . . . . . . 9
Section 4.03. Additional Limited Partners. . . . . . . . . . . . . . . . . 9
Section 4.04. Maintenance of Capital Accounts. . . . . . . . . . . . . . 10
Section 4.05. Interest. . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.06. No Withdrawal. . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.07. Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.08. Preemptive Rights. . . . . . . . . . . . . . . . . . . . . 12
Section 4.09. Sale by the Partnership of Partnership Units and
Partnership Securities. . . . . . . . . . . . . . . . . 12
[Section 4.10. Issuance of Additional Partnership Units. . . . . . . . . 13

ARTICLE V. ALLOCATIONS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 5.01. Distributions. . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.02. Minimum Distribution. . . . . . . . . . . . . . . . . . . 14
Section 5.03. Nature of Distributions. . . . . . . . . . . . . . . . . . 14
Section 5.04. Tax Payments. . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.05. Allocations of Net Income and Net Loss. . . . . . . . . . 15

ARTICLE VI. MANAGEMENT AND OPERATION OF BUSINESS . . . . . . . . . . . . . . . . . . . . 18

Section 6.01. Management. . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.02. Limitations on Authority of Committee and the
General Partners. . . . . . . . . . . . . . . . . . . . 22
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
Section 6.03. Change of Control and Reduction in Interest. . . . . . . . 23
Section 6.04. Certificate of Limited Partnership. . . . . . . . . . . . 24
Section 6.05. Reliance by Third Parties. . . . . . . . . . . . . . . . . 24
Section 6.06. Compensation, Expenses and Reimbursement of
General Partners. . . . . . . . . . . . . . . . . . . . 25
Section 6.07. Outside Activities. . . . . . . . . . . . . . . . . . . . 25
Section 6.08. Partnership Funds. . . . . . . . . . . . . . . . . . . . . 26
Section 6.10. Indemnification of Partners. . . . . . . . . . . . . . . . 27
Section 6.11. Liability of General Partners. . . . . . . . . . . . . . . 28
Section 6.12. Other Matters Concerning the General Partners. . . . . . . 29
Section 6.13. Conversion to Corporate Form. . . . . . . . . . . . . . . 29

ARTICLE VII. RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS . . . . . . . . . . . . . . . 30

Section 7.01. Limitation of Liability. . . . . . . . . . . . . . . . . . 30
Section 7.02. Management of Business. . . . . . . . . . . . . . . . . . 30

ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS . . . . . . . . . . . . . . . . . . 30

Section 8.01. Records and Accounting. . . . . . . . . . . . . . . . . . 30
Section 8.02. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.03. Reports and Annual Meeting. . . . . . . . . . . . . . . . 30
Section 8.04. Disclosure to Limited Partners. . . . . . . . . . . . . . 31

ARTICLE IX. TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 9.01. Preparation of Tax Returns. . . . . . . . . . . . . . . . 32
Section 9.02. Tax Elections. . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.03. Tax Controversies. . . . . . . . . . . . . . . . . . . . . 32
Section 9.04. Taxation as a Partnership. . . . . . . . . . . . . . . . . 32

ARTICLE X. TRANSFER OF UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 10.01. Transfer. . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 10.02. Transfer of Units of General Partners. . . . . . . . . . 34
Section 10.03. Transfer of Units of Limited Partners. . . . . . . . . . 35

ARTICLE XI. ADMISSION OF SUBSTITUTE PARTNERS . . . . . . . . . . . . . . . . . . . . . . 36

Section 11.01. Admission of Successor Limited Partner. . . . . . . . . . 36
Section 11.02. Admission of Successor General Partner. . . . . . . . . . 36
Section 11.03. Amendment of Agreement and of Certificate of
Limited Partnership. . . . . . . . . . . . . . . . . . 37

ARTICLE XII. WITHDRAWAL OR REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Section 12.01. Withdrawal or Removal of the General Partners. . . . . . 37
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
Section 12.02. Withdrawal of Limited Partner. . . . . . . . . . . . . . . . 38

ARTICLE XIII. DISSOLUTION AND LIQUIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Section 13.01. Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 13.02. Continuation of the Business of the Partnership after
Dissolution. . . . . . . . . . . . . . . . . . . . . . . . 39
Section 13.03. Winding Up and Liquidation. . . . . . . . . . . . . . . . . . 39
Section 13.04. Cancellation of Certificate of Limited Partnership. . . . . . 41
Section 13.05. Return of Capital. . . . . . . . . . . . . . . . . . . . . . 41
Section 13.06. Waiver of Partition. . . . . . . . . . . . . . . . . . . . . 41
Section 13.07. Deficit On Liquidation. . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIV. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE . . . . . . . . . . . 41

Section 14.01. Amendments to be Adopted Without Consent of the Partners. . . 41
Section 14.02. Amendment Procedures. . . . . . . . . . . . . . . . . . . . . 42

ARTICLE XV. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Section 15.01. Addresses and Notices . . . . . . . . . . . . . . . . . . . . 42
Section 15.02. Titles and Captions . . . . . . . . . . . . . . . . . . . . 42
Section 15.03. Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . 42
Section 15.04. Further Action. . . . . . . . . . . . . . . . . . . . . . . . 42
Section 15.05. Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . 43
Section 15.06. Creditors. . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 15.07. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 15.08. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 15.09. Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . 43
Section 15.10. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 44
Section 15.11. Binding Effect: Assignment. . . . . . . . . . . . . . . . . . 44
Section 15.12. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 15.13. Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . 44
Section 15.14. Invalidity of Provisions. . . . . . . . . . . . . . . . . . 44

SCHEDULE A - Schedule of Partners
</TABLE>
<PAGE> 5
AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ORBCOMM GLOBAL, L.P.

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the
"AGREEMENT" or the "PARTNERSHIP AGREEMENT") of ORBCOMM Global, L.P., a Delaware
limited partnership (the "PARTNERSHIP") is entered into and shall be effective
as of the -- day of -- July, 1998, by and among Orbital Communications
Corporation, a Delaware corporation ("OCC"), Teleglobe Mobile Partners, a
Delaware general partnership ("TELEGLOBE MOBILE") and ORBCOMM Corporation, a
Delaware corporation (the "COMPANY") as general partners (the "GENERAL
PARTNERS") and OCC and Teleglobe Mobile as limited partners (the "LIMITED
PARTNERS"), pursuant to the provisions of the Delaware Revised Uniform Limited
Partnership Act (the "DELAWARE ACT"), on the following terms and conditions:

WHEREAS, OCC and Teleglobe Mobile formed the Partnership pursuant to
that certain Certificate of Limited Partnership of ORBCOMM Global, L.P., filed
July 21, 1993 with the Secretary of State of the State of Delaware, as amended
previously, (the "CERTIFICATE OF LIMITED PARTNERSHIP");

WHEREAS, OCC and Teleglobe Mobile have entered into that certain
Restated Agreement of Limited Partnership of ORBCOMM Global, L.P., dated as of
September 12, 1995 (the "PRIOR PARTNERSHIP AGREEMENT"), pursuant to which each
of OCC and Teleglobe Mobile previously held a 50% Participation Percentage (as
defined in the Prior Partnership Agreement) in the Partnership;

WHEREAS, the Company has filed a registration statement on Form S-1,
No. 333-50599, as amended, pursuant to which it intends to make an offering
(the "OFFERING") of shares of its common stock, and use the proceeds of such
Offering (net of underwriting discounts and commissions and expenses incurred
in connection with the Offering) to purchase Partnership Units (as defined)
pursuant to the Subscription Agreement (as defined);

WHEREAS, contemporaneously with the Offering, the Partnership will
authorize a total of 150,000,000 Partnership Units (as defined);

WHEREAS, on consummation of the Offering and the transactions set
forth in the Subscription Agreement and the Contribution Agreement (as
defined), the Partners will hold Partnership Units as set forth on SCHEDULE A
hereto; and

WHEREAS, the parties hereto desire to enter into this Partnership
Agreement for the purposes of: (i) admitting the Company as a General Partner;
(ii) describing the responsibilities of a committee comprising representatives
of OCC, Teleglobe Mobile and the Company through which the General Partners
will manage the Partnership (the "COMMITTEE"); and (iii) adopting the terms of
this Partnership Agreement as the complete expression of their covenants,
agreements and undertakings with respect to the Partnership, subject to the
provisions of Section 1.06 hereof, thereby superseding the terms set forth in
the Certificate of Limited Partnership, the Prior Partnership Agreement and any
other prior agreements between the parties hereto relating to the subject
matter hereof, in each case in their entirety.

NOW, THEREFORE, the parties hereto in consideration of the premises
contained herein and the mutual agreements as hereinafter set forth, do hereby
agree as follows:
<PAGE> 6
ARTICLE I.
ORGANIZATIONAL MATTERS

SECTION 1.01. CONTINUATION. Subject to the provisions of
this Agreement, the Partnership hereby continues as a limited partnership
pursuant to the provisions of the Delaware Act. The rights and obligations of
the Partners (as defined) and the administration and termination of the
Partnership shall be governed by this Agreement and the Delaware Act.

SECTION 1.02. NAME. The name of the Partnership shall be,
and the business of the Partnership shall be conducted under the name of,
"ORBCOMM GLOBAL, L.P." The Partnership's business may be conducted under any
other name or names deemed advisable by the Committee, including the name of a
General Partner or any Affiliate (as defined) of a General Partner.

SECTION 1.03. REGISTERED OFFICE; PRINCIPAL OFFICE. The
registered office of the Partnership in the State of Delaware shall be located
at c/o Corporation Service Company, 1013 Center Road, Wilmington, Delaware,
19801, and the registered agent for service of process of the Partnership at
such registered office shall be Corporation Service Company. The principal
office of the Partnership shall be 2455 Horse Pen Road, Suite 100, Herndon,
Virginia 20171, or such other place as the Partnership may from time to time
designate to the Partners.

SECTION 1.04. TERM. The Partnership commenced on the
completion of filing for record of the Certificate of Limited Partnership for
the Partnership in accordance with the Delaware Act and shall continue in
existence until the termination of the Partnership in accordance with the
provisions of Article XIII hereof.

SECTION 1.05. TITLE TO PARTNERSHIP PROPERTY. All property
owned by the Partnership, whether real or personal, tangible or intangible,
shall be deemed to be owned by the Partnership as an entity, and no Partner,
individually, shall have any ownership of such property. The Partnership shall
hold all of its assets in its own name; provided, however, that it may hold
marketable securities in street name.

SECTION 1.06. EFFECTIVENESS OF PARTNERSHIP AGREEMENT. This
Agreement shall become effective as of the date on which the Offering and the
purchase of Partnership Units (as defined) by the Company in connection
therewith are consummated (the "EFFECTIVE DATE").

ARTICLE II.
DEFINITIONS

SECTION 2.01. DEFINITIONS. Any capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in
this Article II. For purposes of this Agreement, the following terms shall
have the following meanings:

"ADDITIONAL CLOSING" means any closing, following the closing
at which the Company is first admitted to the Partnership pursuant to
Section 4.01(b), at which Additional Partnership Units are issued.

"ADDITIONAL PARTNERSHIP UNITS" means any Partnership Units
issued by the Partnership after the Effective Date.

2
<PAGE> 7
"ADJUSTED CAPITAL ACCOUNT" means, with respect to any Partner,
the balance in such Partner's Capital Account as of the end of the
relevant Fiscal Year, after giving effect to the following
adjustments:

(a) add to such Capital Account the following items:

(i) the amount, if any, that such Partner is
obligated to contribute to the Partnership
on the liquidation of such Partner's
Partnership Units; and

(ii) the amount that such Partner is
obligated to restore or is deemed to be
obligated to restore pursuant to Treasury
Regulations Section 1.704-1(b)(2)(ii)(c) or
the penultimate sentence of each of
Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and

(b) subtract from such Capital Account such
Partner's share of the items described in
Treasury Regulations Sections
1.704-1(b)(2)(ii)(d)(4)(5) and (6).

The foregoing definition of Adjusted Capital Account is
intended to comply with the provisions of Treasury Regulations
Sections 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.

"ADJUSTED PROPERTY" means any property, the Carrying Value of
which has been adjusted pursuant to Section 4.04(d).

"AFFILIATE" means any Person that directly or indirectly
controls, is controlled by, or is under common control with the Person
in question. As used in this definition of "Affiliate," the term
"control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise. The terms "controlled" and "common control" shall have
correlative meanings.

"AFFILIATE SUCCESSOR" has the meaning specified in
Section 10.02 hereto.

"AGREEMENT" or "PARTNERSHIP AGREEMENT" means this Amended and
Restated Agreement of Limited Partnership, as it may be modified,
amended or supplemented from time to time.

"ANNUAL MEETING" has the meaning specified in Section 8.03(c).

"APPROVED WITHDRAWAL" has the meaning specified in Section
12.01(c).

"AUTHORIZED PARTNERSHIP UNITS" means the number of Partnership
Units, not to exceed 150,000,000, or such greater number of
Partnership Units, as shall be authorized from time to time with the
Special Consent of the Partners pursuant to Section 6.02(b)(viii).

"BUSINESS DAY" means a day other than Saturday, Sunday, a
national holiday or other day on which commercial banks in New York
City are authorized or required to close.

3
<PAGE> 8
"CAPITAL ACCOUNT" means each capital account maintained
pursuant to Section 4.04 hereof.

"CAPITAL CONTRIBUTION" means any cash or property that a
Partner contributes to the Partnership pursuant to Sections 4.01, 4.03
or 4.10.

"CARRYING VALUE" means (a) with respect to Contributed
Property, the fair market value of such property at the time of its
contribution to the Partnership reduced (but not below zero) by all
amortization, depreciation and cost recovery deductions charged to the
Partners' Capital Accounts pursuant to Article IV with respect to such
property, and (b) with respect to any other property, the adjusted
basis of such property for U.S. Federal income tax purposes, as of the
time of determination, subject to those adjustments specified in the
following sentence. The Carrying Value of any property shall be
adjusted from time to time in accordance with Sections 4.04(d) and
4.04(e) and to reflect changes, additions or other adjustments to the
Carrying Value for dispositions, acquisitions or improvements of
Partnership property, as deemed appropriate by the Committee, and in a
manner consistent with U.S. Federal income tax principles.

"CERTIFICATE OF LIMITED PARTNERSHIP" has the meaning specified
in the recitals.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" has the meaning specified in the recitals.

"COMMON STOCK" means the common stock, $.01 par value per
share, of the Company.

"COMMUNICATIONS ACT" means the Communications Act of 1934, as
amended.

"COMPANY" has the meaning specified in the recitals.

"COMPANY CHANGE OF CONTROL" has the meaning specified in
Section 6.03.

"CONSENT OF THE COMMITTEE" means, as to any action or proposed
action by the Partnership, approval of such action by the affirmative
vote of a majority of the Members of the Committee.

"CONSENT OF THE CONTRACT SUBCOMMITTEE" has the meaning
specified in Section 6.01(f).

"CONSENT OF THE PARTNERS" means, as to any action or proposed
action by the Partnership, approval of such action by the affirmative
vote of a majority of the votes cast at a Representatives Meeting held
in accordance with Section 6.02.

"CONTRACT SUBCOMMITTEE" has the meaning specified in Section
6.01(a).

"CONTRIBUTED PROPERTY" means any property contributed to the
Partnership by a Partner.

"CONTRIBUTION AGREEMENT" means the Contribution Agreement
dated as of the Effective Date by and among ORBCOMM, OCC and Teleglobe
Mobile.

4
<PAGE> 9
"DEBT SECURITIES" means notes, bonds, debentures, loans and
any other debt obligation issued by the Partnership, other than loans
made by a Partner pursuant to Section 4.07.

"DEEMED VALUE OF THE PARTNERSHIP UNITS" means, as of any date,
(a) the product of (x) the total number of shares of Common Stock
issued and outstanding as of the close of business on such date
(excluding any treasury shares) multiplied by (y) the Fair Market
Value of a share of Common Stock on such date, divided by (b) the
Percentage Interest of the Company on such date.

"DELAWARE ACT" has the meaning specified in the recitals.

"EFFECTIVE DATE" has the meaning specified in Section 1.06.

"EQUITY RIGHTS" has the meaning specified in Section 6.12(f).

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"EXCHANGE RIGHT" means the right of OCC and Teleglobe Mobile
to exchange Partnership Units for shares of Common Stock pursuant to
the Unit Exchange Agreement.

"FCC" means the Federal Communications Commission.

"FAIR MARKET VALUE" means, with respect to a share of Common
Stock, the average of the daily market price for the ten (10)
consecutive trading days immediately preceding the valuation date.
The market price for each such trading day shall be: (i) if the
Common Stock is listed or admitted to trading on any securities
exchange or the Nasdaq National Market, the closing price, regular
way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day; (ii) if the
Common Stock is not listed or admitted to trading on any securities
exchange or the Nasdaq National Market, the last reported sale price
on such day or, if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reliable
quotation source designated by the Committee; or (iii) if the Common
Stock is not listed or admitted to trading on any securities exchange
or the Nasdaq National Market and no such last reported sale price or
closing bid and asked prices are available, the average of the
reported high bid and low asked prices on such day, as reported by a
reliable quotation source designated by the Committee, or if there
shall be no bid and asked prices on such day, the average of the high
bid and low asked prices, as so reported, on the most recent day (not
more than ten (10) days prior to the date in question) for which
prices have been so reported; provided that if there are no bid and
asked prices reported during the ten (10) days prior to the date in
question, the Fair Market Value of the Common Stock shall be
determined by the Committee acting in good faith on the basis of such
quotations and other information as it considers, in its reasonable
judgment, appropriate; and provided further that, in connection with
determining the Deemed Value of the Partnership Units for purposes of
determining the number of Additional Partnership Units issuable on a
Capital Contribution funded by an offering of Common Stock, then the
Fair Market Value of the Common Stock shall be the offering price per
share of the Common Stock sold.

"FISCAL YEAR" has the meaning specified in Section 8.02.

"GAAP" means generally accepted accounting principles as
applied in the United States.

5
<PAGE> 10

"GENERAL PARTNERS" means OCC, Teleglobe Mobile, the Company or
all of the foregoing, as the context may require, or any successor or
other general partners admitted as such pursuant to the terms of this
Agreement.

"GOVERNING DOCUMENTS" has the meaning specified in Section
6.12(b).

"INDEMNITEE" has the meaning specified in Section 6.09.

"INDENTURE" means the Indenture dated August 7, 1996 by and
among the Partnership, ORBCOMM Global Capital Corp., certain
affiliates of the Partnership as guarantors and Marine Midland Bank,
as trustee, as it may be amended or supplemented from time to time.

"INDEPENDENT COMPANY MEMBERS" means the directors of the
Company who are not employed by, or otherwise affiliated with the
Company, OCC or Teleglobe Mobile, or any of their respective
Affiliates, and who are the Members appointed by the Company as its
representatives on the Committee.

"LIMITED PARTNERS" means OCC or Teleglobe Mobile or any
limited partner admitted as such pursuant to Section 4.03 hereof, or
any successor or other limited partner admitted as such pursuant to
the terms of this Agreement.

"LIQUIDATOR" has the meaning specified in Section 13.03.

"LOSSES" has the meaning specified in Section 6.09.

"MEMBERS" means the members of the Committee.

"MINIMUM GAIN" has the meaning specified in Treasury
Regulation Section 1.704-2(b).

"NET INCOME" or "NET LOSS" means an amount equal to the
Partnership's taxable income or taxable loss for a relevant period,
adjusted as provided herein. Net Income and Net Loss shall be
determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss or deduction required to be
stated separately pursuant to Section 703(a)(1) of the Code shall be
included in taxable income or loss), and adjusted as provided in
Section 4.04, and further adjusted to reflect any adjustments
resulting from amended returns, claims for refund and tax audits.

"NET VALUE" means, in the case of a contribution of assets,
the fair market value of assets contributed to the Partnership reduced
by the outstanding balance of any indebtedness either assumed by the
Partnership on such contribution or to which such assets are subject
when contributed and, in the case of a distribution of assets, the
fair market value of assets distributed by the Partnership reduced by
the outstanding balance of any Partnership indebtedness assumed by the
Partner receiving such distribution or any indebtedness to which such
distributed property is subject, as such fair market value is
determined by the Committee using such reasonable methods of valuation
as it deems appropriate.

"NONPERFORMANCE" means the substantial and continuing failure
by a General Partner to perform its material obligations under this
Agreement and/or such continued negligence or misconduct by the
General Partner that is not otherwise cured by the General Partner
within 10 days of notice of such conduct and/or knowing breach of
specific provisions of this Agreement

6
<PAGE> 11
and/or fraud or willful misconduct on the part of the General Partner,
that results in a material adverse effect on the assets or business of
the Partnership.

"OFFER NOTICE" has the meaning specified in Section
10.03(a)(i).

"OFFERED UNITS" has the meaning specified in Section
10.03(a)(i).

"OFFEREES" has the meaning specified in Section 10.03(a).

"OFFERING" has the meaning specified in the recitals.

"ORBCOMM SYSTEM" has the meaning specified in Section 3.01.

"PARTNER" means the General Partners or the Limited Partners,
or both, as the context may require.

"PARTNERSHIP" has the meaning specified in the recitals.

"PARTNERSHIP UNITS" means the interest in the Partnership of a
Partner. The Partners' respective interests in allocations of
Partnership income and loss and distributions of available cash of the
Partnership are represented by the number of Partnership Units they
hold, as set forth on SCHEDULE A of this Agreement, which schedule may
be modified from time to time in accordance with the terms of this
Agreement when Additional Partnership Units are issued or Partnership
Units or Additional Partnership Units are transferred pursuant to the
terms of this Agreement.

"PERCENTAGE INTEREST" means the ratio, expressed as a
percentage, that the number of Partnership Units held by a Partner
bears to the total number of Partnership Units outstanding as of the
date that such Partner's Percentage Interest is calculated.

"PERSON" means an individual or a corporation, partnership,
trust, unincorporated organization, association or other entity.

"PREEMPTIVE SECURITIES" has the meaning specified in Section
4.08.

"PROSPECTUS" means the final prospectus of the Company
relating to the Offering.

"RECAPTURE INCOME" means any gain recognized by the
Partnership (but computed without regard to any adjustment required by
Section 734 or 743 of the Code) on the disposition of any property or
asset of the Partnership that does not constitute capital gain for
U.S. Federal income tax purposes because such gain represents the
recapture of deductions or reductions in basis for tax credits
previously taken with respect to such property or assets.

"REDUCTION IN INTEREST" has the meaning specified in Section
6.03.

"RELEASE DATE" means the earlier of (a) the date on which the
Partnership has successfully launched a total of 36 satellites,
provided that ORBCOMM has achieved positive earnings before interest,
taxes, depreciation and amortization, for the most recently completed
fiscal quarter, and (b) December 31, 2000.

7
<PAGE> 12
"REPRESENTATIVES" has the meaning specified in Section
6.02(d).

"REPRESENTATIVES MEETING" has the meaning specified in Section
6.02(d).

"SAFE HARBOR"has the meaning specified in Section 10.01(d).

"SALE NOTICE" has the meaning specified in Section 4.08(a).

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SPECIAL CONSENT OF THE COMMITTEE" means, as to any action or
proposed action by the Partnership, approval of such action by
the affirmative vote of 66 2/3 percent of the Members of the
Committee.

"SPECIAL CONSENT OF THE PARTNERS" means, as to any action or
proposed action by the Partnership, approval of such action by the
affirmation vote of 66 2/3 percent of votes cast at a Representatives
Meeting held in accordance with Section 6.02(d).

"STATED PRICE" has the meaning specified in Section
10.03(a)(i).

"SUBSCRIPTION AGREEMENT" means the Subscription Agreement
dated as of the Effective Date between the Company and ORBCOMM.

"TAX MATTERS PARTNER" (as defined in Section 6231 of the Code)
shall mean OCC.

"TERMINATION DATE" has the meaning specified in Section
10.03(a)(iv).

"TRANSFEROR" has the meaning specified in Section 10.03(a).

"UNIT EXCHANGE AGREEMENT" means the Unit Exchange and
Registration Rights Agreement dated as of the Effective Date by and
among the Partnership, the Company, OCC and Teleglobe Mobile.

"UNREALIZED GAIN" as of any date of determination means the
excess, if any, of the fair market value of property (as determined
under Sections 4.04(d) or (e) as of such date of determination) over
the Carrying Value of such property as of such date of determination
(prior to any adjustment to be made pursuant to Sections 4.04(d) or
(e) as of such date).

"UNREALIZED LOSS" as of any date of determination means the
excess, if any, of the Carrying Value of property as of such date of
determination (prior to any adjustment to be made pursuant to Sections
4.04(d) or (e) as of such date) over the fair market value of such
property (as determined under Sections 4.04(d) or (e) as of such date
of determination).

ARTICLE III.
PURPOSE

SECTION 3.01. PURPOSE. The purpose and business of the
Partnership shall be to, directly or indirectly:

8
<PAGE> 13

(a) engage in the development, construction,
deployment, operation, and marketing and distribution of products and services
using a low-Earth orbit satellite-based communications system intended to
provide two-way data and messaging services around the world (the "ORBCOMM
SYSTEM"), to contract with certain of the General Partners and other Persons
for the development, construction, deployment and operation of the satellites,
the launch vehicles, the network control center, satellite control center,
United States ground systems and any other components of the ORBCOMM System, to
market or arrange for the marketing of services around the ORBCOMM System, to
engage in research and development in connection therewith and to do all things
necessary, appropriate or advisable in connection with each of the foregoing;

(b) acquire, hold, own, operate, lease, manage,
maintain, improve, repair, replace, reconstruct, sell or otherwise dispose of
and use the assets of the Partnership; and

(c) enter into any lawful transaction and engage in
any lawful activity incidental to or in furtherance of the foregoing purposes.

ARTICLE IV.
CAPITAL CONTRIBUTIONS

SECTION 4.01. GENERAL PARTNERS.

(a) On or prior to the Effective Date, (i) OCC and
Teleglobe Mobile have made or will make Capital Contributions to the
Partnership in the amounts set forth in SCHEDULE A hereto, and (ii) on the
Effective Date as described in the Contribution Agreement: (1) OCC shall
contribute to the Partnership its entire interest in ORBCOMM USA L.P. and (2)
Teleglobe Mobile shall contribute to the Partnership its entire interest in
ORBCOMM International Partners, L.P. and, thereafter, OCC and Teleglobe Mobile
shall own the number of Partnership Units set forth in SCHEDULE A hereto.

(b) On the Effective Date, the Company will
contribute the proceeds of the Offering (net of underwriting discounts and
commissions and expenses incurred in connection with the Offering) to the
Partnership as described in the Subscription Agreement in return for 6,000,000
Partnership Units and the Company shall be admitted to the Partnership as a
General Partner. If, on or after the Effective Date, the
underwriters' over-allotment option is exercised as described in the
Subscription Agreement, in full or in part, then the Company shall contribute
the additional proceeds from the exercise of such over-allotment option (net of
underwriting discounts and commissions and expenses incurred in connection with
the Offering) to the Partnership in return for up to 900,000 Additional
Partnership Units at a price per Partnership Unit equal to the price per
Partnership Unit paid by the Company pursuant to the preceding sentence.

SECTION 4.02. ADDITIONAL CAPITAL CONTRIBUTIONS. No Partner
is required to make any additional Capital Contribution to the Partnership
other than the Capital Contributions set forth in Section 4.01 above.

SECTION 4.03. ADDITIONAL LIMITED PARTNERS. Subject to
Sections 4.08 and 4.09 and on the Special Consent of the Committee, the
Partnership is authorized to offer Additional Partnership Units, and to admit
as Limited Partners those Persons that subscribe to purchase Additional
Partnership Units pursuant to a subscription agreement. At each Additional
Closing, the Capital Contributions of those Persons then being admitted as
Limited Partners shall be transferred to the Partnership, which amounts shall
be credited to their respective Capital Accounts pursuant to Section 4.04
hereof. On the

9
<PAGE> 14
Special Consent of the Committee and on receipt of a properly completed
subscription agreement from a Person subscribing for Additional Partnership
Units, the schedule of Partners as set forth on SCHEDULE A hereto shall be
amended to reflect such Person's name, Capital Contribution and number of
Partnership Units, and such Person will be admitted as a Limited Partner.

SECTION 4.04. MAINTENANCE OF CAPITAL ACCOUNTS.

(a) General Rule. The Partnership shall maintain
for each Partner a separate Capital Account in accordance with Section 704 of
the Code and the regulations thereunder. If a Partner is both a Limited
Partner and a General Partner, a single Capital Account shall be maintained for
such Partner. Each Partner's Capital Account shall be increased by (i) the
cash amount or Net Value of all capital contributions made by such Partner to
the Partnership and (ii) all Net Income or items thereof allocated to such
Partner and decreased by (A) the cash amount or Net Value of all distributions
of cash or property made to such Partner and (B) all Net Loss or items thereof
allocated to such Partner.

(b) Computation of Items of Income, Gain, Loss or
Deduction. For purposes of computing the amount of any item of income, gain,
loss or deduction to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the
same as its determination, recognition and classification for U.S. Federal
income tax purposes (including any method of depreciation, cost recovery or
amortization used for this purpose), provided that:

(i) In accordance with Section 704(c) of the
Code and Treasury Regulations Section 1.704- 1(b)(2)(iv)(d),
any deductions for depreciation, cost recovery or amortization
attributable to Contributed Property shall be determined as if
the adjusted basis of such property on the date it was
acquired by the Partnership was equal to the fair market value
of such property. Following an adjustment pursuant to Section
4.04(d) to the Carrying Value of any Partnership property
subject to depreciation, cost recovery or amortization, any
further deductions for such depreciation, cost recovery or
amortization attributable to such property shall be determined
as if the adjusted basis of such property was equal to the
Carrying Value of such property immediately following such
adjustment.

(ii) Any income, gain or loss attributable to
the taxable disposition of any property shall be determined by
the Partnership as if the adjusted basis of such property as
of such date of disposition was equal in amount to the
Partnership's Carrying Value with respect to such property as
of such date.

(iii) The computation of all items of income,
gain, loss or deduction shall be made, as to those items
described in Section 705(a)(1)(B) or Section 705(a)(2)(B) of
the Code, without regard to the fact that such items are not
includable in gross income or are neither currently deductible
nor capitalizable for U.S. Federal income tax purposes. For
this purpose, amounts paid or incurred to organize the
Partnership or to promote the sale of interests in the
Partnership that are neither deductible nor amortizable under
Section 709 of the Code, and deductions for any losses
incurred in connection with the sale or exchange of
Partnership assets disallowed pursuant to Section 267(a)(1) or
Section 707(b) of the Code, shall be treated as expenditures
described in Section 705(a)(2)(B) of the Code.

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(c) Transferees. A transferee of a Partner's
Partnership Units will succeed to the Capital Account relating to the
Partnership Units transferred.

(d) Adjustments to Carrying Values. In accordance
with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to
(i) the contribution of money or other property (other than a de minimis
amount) to the Partnership by a new or existing Partner in consideration for an
interest in the Partnership or (ii) the liquidation of the Partnership or a
distribution of money or other property (other than a de minimis amount) by the
Partnership to a retiring or continuing Partner as consideration for an
interest in the Partnership, the Capital Accounts of all Partners and the
Carrying Values of all Partnership properties may at the sole discretion of the
Committee be adjusted (consistent with the provisions hereof) upwards or
downwards to reflect any Unrealized Gain or Unrealized Loss attributable to
each item of Partnership property, as if such Unrealized Gain or Unrealized
Loss had been recognized on an actual sale of each such item of property at
such time and had been allocated to the Partners pursuant to Section 5.05. For
purposes of determining such Unrealized Gain or Unrealized Loss, the fair
market value of Partnership assets shall be determined by the Committee using
such reasonable methods of valuation in its sole discretion it deems
appropriate.

(e) Effect of Distributions in Kind on Capital
Accounts. In accordance with Treasury Regulations Section
1.704-1(b)(2)(iv)(e), immediately prior to the actual or deemed distribution of
any Partnership property in kind, the Capital Accounts of all Partners and the
Carrying Value of each such item of Partnership property shall be adjusted
(consistent with the provisions hereof) upward or downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such Partnership property as
if such Unrealized Gain or Unrealized Loss had been recognized on an actual
sale of each such item of property immediately prior to such distribution and
had been allocated to the Partners, at such time, pursuant to Section 5.05.
For purposes of determining such Unrealized Gain or Unrealized Loss, the fair
market values of relevant items of Partnership properties shall be determined
by the Committee using such reasonable methods of valuation in its sole
discretion it deems appropriate.

SECTION 4.05. INTEREST. No interest shall be paid by the
Partnership on Capital Contributions, on balances in Partners' Capital Accounts
or on any other funds distributed or distributable under this Agreement except
as provided in Section 4.07.

SECTION 4.06. NO WITHDRAWAL. No Partner shall have the right
to the withdrawal or reduction of any part of its Capital Contribution. It is
the intent of the Partners that no cash distribution to the Limited Partners
pursuant to Section 5.01 shall be deemed a return or withdrawal of capital,
even if such return or distribution represents, for U.S. federal income tax
purposes or otherwise (in whole or in part), a distribution of depreciation or
any other non-cash item accounted for as a loss or deduction from or offset to
the Partnership's income, and that the Limited Partners shall not be obligated
to pay any such amount to, or for the account of, the Partnership or any
creditor of the Partnership; provided, however, that if any court of competent
jurisdiction holds that, notwithstanding the provisions of this Agreement, any
Limited Partner is obligated to make any such payment, such obligation shall be
the obligation of such Limited Partner and not of the General Partners.

SECTION 4.07. LOANS. A General Partner or any Affiliate of
the General Partner may lend to the Partnership funds needed by the Partnership
for such periods of time as the General Partner may determine and on such terms
as such General Partner and the Partnership agree; provided, however, that the
terms and conditions of such loan are approved in advance with the Consent of
the Contract Subcommittee. The Partnership shall reimburse the General
Partner or its Affiliate, as the case may be,

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for any costs incurred by such General Partner or such Affiliate in connection
with such loan by such General Partner or such Affiliate.

SECTION 4.08. PREEMPTIVE RIGHTS. The Partnership hereby
grants to the Partners a preemptive right, in accordance with the procedures
set forth in this Section 4.08, with respect to the issuance and sale by the
Partnership of Additional Partnership Units or Debt Securities (each referred
to hereinafter as "PREEMPTIVE SECURITIES"); provided, however, the Partners
shall have no preemptive rights with respect to Preemptive Securities issued
pursuant to or in connection with an underwritten public offering by the
Company or the Partnership.

(a) At least 30 days prior to the sale of Preemptive
Securities to which this preemptive right applies, the Partnership shall
deliver a written notice (a "SALE NOTICE") to each Partner setting forth (i)
the number of Preemptive Securities to be sold, (ii) the price for which and
other terms and conditions on which such Preemptive Securities are to be sold,
and (iii) all written information distributed to the offeree(s) of such
Preemptive Securities, together with the following irrevocable offer from the
Partnership:

to issue and sell to each Partner, at the same price per
Preemptive Security and on the same other terms and conditions
set forth in the Sale Notice: (A) in the case of Additional
Partnership Units, the number of Additional Partnership Units
that shall equal the sum of (x) the product of the total
number of Additional Partnership Units set forth in the Sale
Notice multiplied by such Partner's Percentage Interest,
calculated at the time of the Sale Notice and (y) such
Partner's pro rata share (calculated as set forth above) of
any such Additional Partnership Units offered to, but not
purchased by, other Partners and (B) in the case of Debt
Securities, the sum of (x) the product of the total principal
amount of Debt Securities being issued multiplied by such
Partner's Percentage Interest calculated at the time of the
Sale Notice and (y) such Partner's pro rata share (calculated
as set forth above) of any such Debt Securities offered to,
but not purchased by, other Partners.

(b) The Partners shall have absolute discretion to
accept or decline such offers in whole or in part. If a Partner wishes to
accept any of the offers made pursuant to this Section 4.08, it shall give the
Partnership irrevocable written notice of its election to accept such offer
within 15 days of its receipt of the applicable Sale Notice (which notice may
specify acceptance of all securities offered in the Sale Notice, or acceptance
of up to a number or principal amount thereof as specified therein) and the
closing thereunder shall occur five days thereafter (or, if not a Business Day,
on the next Business Day thereafter) at the offices of the Partnership or at
such other time and place as the parties shall agree. Promptly after
expiration of the acceptance period, the Partnership will give accepting
Partners notice of the actual number of Preemptive Securities to be purchased
by them pursuant to the Sale Notice.

(c) In connection with any proposed or contemplated
sale of Preemptive Securities, on the written request of the Partnership, each
Partner shall indicate promptly after receipt of such request to the
Partnership its good faith intentions (which intentions shall not be binding)
with respect to whether or not it will exercise the preemptive rights described
herein.

SECTION 4.09. SALE BY THE PARTNERSHIP OF PARTNERSHIP UNITS
AND PARTNERSHIP SECURITIES.

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<PAGE> 17

(a) Subject to the provisions of Section 4.08 and
this Section 4.09, the Partnership may, with the Special Consent of the
Committee, issue or sell, on such terms as the Committee deems appropriate and
in the best interests of the Partnership:

(i) Additional Partnership Units from time to
time to Partners or to other Persons and to admit them to the Partnership as
Limited Partners without being required to obtain the approval of the Partners
or any other Persons who may acquire an interest in the Partnership Units,
provided, that such Additional Partnership Units may not be issued at a price
that is less than the Fair Market Value per Partnership Unit as of such date
without the Special Consent of the Committee.

(ii) Subject to Sections 4.08 and 4.09(b)
hereof, any other type of security of the Partnership from time to time to
Partners or to other Persons on terms and conditions established in the sole
and complete discretion of the Committee without the approval of the Partners
or any other Person that may acquire any other type of security of the
Partnership, including, without limitation, Debt Securities, debt obligations
of the Partnership convertible into any class or series of Partnership Units
that may be issued by the Partnership, options, rights or warrants to purchase
any such class or series of Partnership Units or any combination of any of the
foregoing. The Partnership is also authorized to enter into sale and leaseback
transactions with respect to all or any part of the assets of the Partnership.
Subject to subsection (b) below, there shall be no limit on the number of
Partnership Units or other securities of the Partnership that may be so issued,
and except as set forth in Section 4.09(a)(i) hereto, the Committee shall have
the sole and complete discretion in determining the consideration and terms and
conditions with respect to any future issuance of Partnership Units or other
securities of the Partnership.

(b) The Partnership shall not at any time issue or
reserve for issuance Additional Partnership Units or other equity interests if,
immediately after such issuance, the number of Partnership Units outstanding or
reserved for issuance would exceed the Authorized Partnership Units.

(c) Notwithstanding any other provision of this
Agreement, the Partnership shall not at any time have more than 100 Partners
(including as Partners those Persons indirectly owning an interest in the
Partnership through a partnership, limited liability company, S corporation or
grantor trust (such entity, a "flow through entity"), but only if substantially
all of the value of such Person's interest in the flow through entity is
attributable to the flow through entity's interest (direct or indirect) in the
Partnership).

SECTION 4.10. ISSUANCE OF ADDITIONAL PARTNERSHIP UNITS.

(a) On the Special Consent of the Committee, to the
extent the Company raises additional funds through the sale or issuance of
shares of Common Stock or other equity interests of the Company after the
Effective Date, the Company shall contribute such additional funds as a Capital
Contribution to the capital of the Partnership in exchange for Additional
Partnership Units.

(b) Except as provided in Section 4.10(c), on the
acceptance of a Capital Contribution in exchange for Additional Partnership
Units, the contributing Partner shall receive the following number of whole
Additional Partnership Units (rounded to the nearest whole Additional
Partnership Unit):

U = (CC/DV) x TU

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<PAGE> 18
where

U = number of Additional Partnership Units to be
issued.

CC = in the case of a contribution of property other
than cash, the fair value of the Capital
Contribution; in the case of a contribution of
cash, the amount of such cash, provided,
however, that in the case of a contribution by
the Company of cash proceeds from a public or
private Common Stock offering, the amount of
cash for this purpose shall be determined
without reduction for the expenses of such
offering.

DV = Deemed Value of the Partnership Units as of the
date of such Capital Contribution.

TU = total number of Partnership Units outstanding
immediately prior to the Capital Contribution.

(c) If at any time the Company sells shares of
Common Stock pursuant to the 1998 Equity Option Plan of ORBCOMM Corporation and
ORBCOMM Global, L.P., the Company shall contribute the proceeds therefrom to
the Partnership as an additional Capital Contribution pursuant to Section
4.10(b) in exchange for a number of Additional Partnership Units equal to the
number of shares of Common Stock so sold.

ARTICLE V.
ALLOCATIONS AND DISTRIBUTIONS

SECTION 5.01. DISTRIBUTIONS. Subject to Sections 5.02 and
13.03, the amount and timing of distributions by the Partnership shall be
determined in the discretion of the Committee. Subject to Sections 5.02 and
13.03, all distributions (including those made pursuant to Section 5.02) shall
be made to the Partners in proportion to their Partnership Units. For purposes
of this Section 5.01 the Partnership Units of the Partners shall be determined
as of the date of any such distribution.

SECTION 5.02. MINIMUM DISTRIBUTION. The Partnership shall,
not later than 60 days subsequent to the end of each fiscal quarter, make a
distribution to each of the Partners in the proportions set forth in Section
5.01 in an amount sufficient to ensure that each Partner shall have received at
least an amount equal to the product of (a) forty per cent (40%) multiplied by
(b) the lesser of (i) such Partner's distributive share of the Partnership's
estimated taxable income (if any) for the preceding fiscal quarter as
determined by the Tax Matters Partner and (ii) the excess, if any, of
cumulative Net Income over cumulative Net Loss allocated to such Partner since
the inception of the Partnership. Notwithstanding the preceding sentence,
except with the Consent of the Committee, no distribution shall be made to a
Partner if immediately prior to such distribution there is a zero or negative
balance in any Partner's Capital Account.

SECTION 5.03. NATURE OF DISTRIBUTIONS. All distributions
shall be made in cash.

SECTION 5.04. TAX PAYMENTS. Each Partner authorizes the
Partnership to withhold and pay over any withholding or other tax payable by
the Partnership as a result of such Partner holding an interest in the
Partnership. Such amounts, if withheld from distributions to a Partner, shall
be treated as a distribution to the Partner and a payment of the withheld tax
by such Partner to the appropriate taxing authorities. In the event that
current distributions to any Partner are not sufficient to cover the

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<PAGE> 19
withheld tax, the amount withheld in excess of the amount covered by
distributions to such Partner shall be a loan to such Partner with respect to
whom such withholding has been undertaken and such Partner hereby grants the
Partnership a security interest in its entire interest in the Partnership at
the time any such loan is made to it to secure the repayment of such loan.
Such loans shall bear interest at the rate publicly announced by Morgan
Guaranty from time to time in New York City as its prime rate, shall be
compounded monthly, and shall be payable on demand. The Partnership may apply
future distributions to such Partner against amounts due under the loan. In
the event that such excess amounts are withheld on behalf of OCC or Teleglobe
Mobile and current distributions to such Partner are not sufficient to cover
the withheld tax, such Partner shall promptly reimburse the Partnership for the
amount of such excess.

In the event that any taxing authority shall determine that
the amount of taxes that should have been withheld with respect to a Partner is
greater than the amount withheld by the Partnership, that Partner shall
indemnify the Partnership for the amount of any such shortfall.

SECTION 5.05. ALLOCATIONS OF NET INCOME AND NET LOSS.

(a) (1) Subject to Section 5.05(b), Net Income and
Net Loss shall be allocated to the Capital Accounts as follows:

(i) Subject to Section 5.05(a)(iii), Net
Income shall be allocated to the Partners in proportion to
their Partnership Units.

(ii) Subject to Section 5.05(a)(iii), Net
Loss shall be allocated to the Partners in proportion
to their Partnership Units.

(iii) To the extent Net Loss allocated to a
Partner pursuant to Section 5.05(a)(ii) or this Section
5.05(a)(iii) would, but for this Section 5.05(a)(iii), cause
or increase any deficit in the Adjusted Capital Account
maintained with respect to such Partner as of the end of such
Fiscal Year, such Net Loss shall be reallocated to the
Partners in proportion to, and to the extent of, their
positive Adjusted Capital Account balances.

(2) Notwithstanding Section 5.05(a)(1), but
subject to Section 5.05(b), Net Income and Net Losses (and if necessary, items
of income, gain, loss and deduction) arising in the year of liquidation of the
Partnership or the year in which the Partnership disposed of substantially all
of its assets, shall be allocated in a manner so that to the extent possible
the ending balance in the Capital Account of each Partner will bear the same
percentage to the aggregate balance in the Capital Account of all Partners as
the number of Partnership Units held by such Partner bears to the total number
of Partnership Units held by all Partners.

(b) To the extent inconsistent with the
provisions of Section 5.05(a), the following special provisions shall
govern allocations to Capital Accounts:

(i) If there is a net decrease in
"partnership minimum gain" (within the meaning of
Treasury Regulations Section 1.704-2(b)(2)) during a taxable
year, each Partner shall (subject to the exceptions set forth
in Treasury Regulations Section 1.704-2(f)) be allocated items
of income and gain for such year (and, if necessary, for
subsequent years) equal to the portion of such Partner's share
of the net decrease in

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<PAGE> 20
partnership minimum gain. This Section 5.05(b)(i) is intended
to be a "minimum gain chargeback" within meaning of Treasury
Regulations Section 1.704-2(f), and is to be interpreted to
comply with the requirements of such regulation.

(ii) If any Partner unexpectedly receives any
adjustments, allocations or distributions described in
Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of
income and gain shall be specially allocated to such Partner
in an amount and manner sufficient to eliminate a deficit in
its Capital Account (after taking into account adjustments,
distributions and allocations described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) in
excess of its obligations to restore such deficit (within the
meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d))
created by such adjustments, allocations or distributions as
quickly as possible. This Section 5.05(b)(ii) is intended to
constitute a "qualified income offset" within the meaning of
Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3) and is to
be interpreted to comply with the requirements of such
regulation.

(iii) In accordance with Treasury Regulations
Section 1.704-2,

(1) any items of partnership loss,
deduction or expenditure (including
expenditures described in Section
705(a)(2)(B) of the Code) that are
attributable to liabilities of the
Partnership for which no Partner bears the
economic risk of loss shall be allocated
in the same manner as Net Losses
hereunder, and

(2) any items of partnership loss,
deduction or expenditure (including
expenditures described in Section
705(a)(2)(B) of the Code) that are
attributable to non-recourse debt of the
Partnership for which one or more Partners
bears the economic risk of loss shall be
allocated to each Partner in proportion to
the extent to which such Partner bears
such economic risk of loss.

(iv) Any special allocations of items of
income or gain pursuant to Section 5.05(a)(iii) or Sections
5.05(b)(i), (ii), and (iii) shall be taken into account in
computing subsequent allocations of items of income, gain,
loss or deduction so that the net amounts of any items so
allocated shall, to the extent possible and consistent with
such Sections, be equal to the net amounts that would have
been allocated to each Partner had the allocations made
pursuant to such Sections not been made.

(i) For U.S. Federal income tax purposes,
except as otherwise provided in this Section 5.05(c), each
item of income, gain, loss and deduction of the Partnership
shall be allocated among the Partners in the same proportions
as items comprising Net Income or Net Loss, as the case may
be, are allocated among the Partners. Credits shall be
allocated as provided in Treasury Regulations Section
1.704-1(b)(4)(ii).

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<PAGE> 21
(ii) Tax items with respect to any Partnership
asset that is contributed to the Partnership with a Carrying
Value that varies from its basis in the hands of the
contributing Partner immediately preceding the date of
contribution shall be allocated between the Partners for
income tax purposes pursuant to regulations promulgated under
Code Section 704(c) so as to take into account such variation.
The Partnership shall account for such variation under any
method approved under Code Section 704(c) and the applicable
Regulations as chosen by the Tax Matters Partner as most
suitable to eliminate the effects of the "ceiling rule." If
the Carrying Value of any Partnership asset is adjusted
pursuant to Section 4.04(c), subsequent allocations of income,
gain, loss and deduction with respect to such Partnership
asset shall take account of any variation between the adjusted
basis of such Partnership asset for U.S. federal income tax
purposes and its Carrying Value in the same manner as under
Code Section 704(c) and the Regulations promulgated thereunder
under any method approved under Code Section 704(c) and the
applicable Regulations as chosen by the Tax Matters Partner.
Allocations pursuant to this Section 5.05(c)(ii) are solely
for purposes of federal, state and local taxes and shall not
affect, or in any way be taken into account in computing, any
Partner's Capital Account or share of Net Income, Net Losses
and any other items or distributions pursuant to any provision
of this Agreement.

(iii) To the extent permissible under applicable
Treasury Regulations, the amount of any gain from a
disposition allocated to (or recognized by) a Partner (or its
successor in interest) for U.S. federal income tax purposes
pursuant to the above provisions shall be deemed to be
Recapture Income to the extent such Partner has been allocated
any deduction or credit directly or indirectly giving rise to
the treatment of such gain as Recapture Income.

(iv) All items of income, gain, loss,
deduction and credit recognized by the Partnership for US.
federal income tax purposes and allocated to the Partners in
accordance with the provisions hereof shall be determined
without regard to any adjustment made pursuant to Section 743
of the Code; provided, however, that such allocations, once
made, shall be adjusted as necessary or appropriate to take
into account those adjustments permitted by Section 743 of the
Code, and any adjustments made pursuant to Section 734 of the
Code shall be allocated to the extent permitted under and in
accordance with the rules of Treasury Regulations Section
1.704- 1(b)(2)(iv)(m).

(d) The Tax Matters Partner may adopt and employ
such methods and procedures for (i) the determination and allocation of
adjustments under Sections 704(c), 734 and 743 of the Code, (ii) the provision
of tax information and reports to Partners, (iii) the adoption of reasonable
conventions and methods for the valuation of assets and the determination of
tax basis, (iv) the allocation of asset values and tax basis, and (v)
conventions for the determination of cost recovery, depreciation and
amortization deductions and the maintenance of inventories, as it determines in
its sole discretion are necessary and appropriate to execute the provisions of
this Agreement, and to comply with U.S. federal state and local tax laws. To
the fullest extent permitted by law, the Tax Matters Partner shall be
indemnified and held harmless by the Partnership for any expenses, penalties or
other liabilities arising as a result of decisions made in good faith on any of
the matters referred to in the preceding sentence.

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<PAGE> 22
ARTICLE VI.
MANAGEMENT AND OPERATION OF BUSINESS

SECTION 6.01. MANAGEMENT.

(a) The Partnership will be managed by the General
Partners through the Committee, which will consist of not less than three (3)
and not more than ten (10) Members. Each General Partner as long as it owns
Partnership Units, shall have the right to appoint the number of Members set
forth below:

GENERAL PARTNER PERCENTAGE INTEREST MEMBERS

- equal to or greater than 10% and less than 30% 2
- equal to or greater than 30% and less than 50% 3

Notwithstanding the foregoing, the Company shall have the
right to appoint two (2) Members to the Committee provided that a Change of
Control or Reduction in Interest has not occurred. In the event that a General
Partner's Percentage Interest exceeds fifty percent (50%), such Partner shall
have the right to appoint a majority of the Members on the Committee.
Notwithstanding the foregoing, from the Effective Date through the Release
Date, the Committee shall consist of eight Members, two of which shall be
appointed by the Company, three of which shall be appointed by OCC and three of
which shall be appointed by Teleglobe Mobile.

The Members shall serve on the Committee at the discretion of
the General Partner appointing them to the Committee and may be removed and
replaced at any time by such General Partner, provided that in the case of the
Company, the Company must at all times appoint as its representatives to the
Committee, two (2) Independent Company Members. The Committee shall have
complete and exclusive discretion in the management and control of the affairs
and business of the Partnership and shall possess all powers necessary,
convenient or appropriate to carrying out the purposes and business of the
Partnership; provided however, that the day-to-day activities of the
Partnership will be managed by its officers, subject to the supervision of the
Committee. Unless otherwise agreed to by the Committee, regular meetings of the
Committee shall be held each quarter. Unless otherwise required by this
Agreement, action by the Committee may be taken only with the Consent of the
Committee, whether present in person, by proxy or telephonically at a meeting
or by written consent; provided however, that written notice of any proposed
action by the Committee shall be given to all Members prior to the taking of
any such action, unless notice is waived by any such Member.

(b) The General Partners shall, through their
appointed Members on the Committee, use their best efforts to carry out the
purposes of the Partnership and shall devote to the management of the business
and affairs of the Partnership such time as shall be required therefor. Except
as otherwise specifically provided in this Agreement, the duties and
obligations owed to the Partnership and to the Partners by the Members and
officers of the Partnership, and any duties that may be owed by any Member or
by any Affiliate of any Member, shall be the same as the respective duties and
obligations owed to a corporation organized under the Delaware General
Corporation Law as the same exists or hereafter be amended by its directors and
officers and any duties that may be owed to a corporation by any similarly
situated stockholder or Affiliate thereof, respectively. Notwithstanding the
foregoing, a Member shall not be liable as a Member if such Member would not
have had liability if the Partnership were a corporation subject to the
Delaware General Corporation Law as the same exists or may hereafter be amended
and had in its certificate of incorporation the same provision as Article Ninth
of the Certificate of Incorporation of the Company. A Member shall not be
liable to the Partnership or

18
<PAGE> 23
its Partners for monetary damages for a breach of fiduciary duty as a Member
and any repeal or modification of this Section 6.01(b) shall not adversely
affect any right or protection of a Member existing at the time of such repeal
or modification. To the extent that any Member, Partner or officer has duties
(including fiduciary duties) and liabilities relating thereto to the
Partnership or to a Partner: (i) any such Member, Partner or officer acting
under this Agreement shall not be liable to the Partnership or to any such
other Partner for the Member's, Partner's or officer's good faith reliance on
the provisions of this Agreement, the records of the Partnership and such
information, opinions, reports or statements presented to the Partnership by
any of the Partnership's officers or employees, or sub-committees of the
Committee, or by any other Person as to matters the Member, Partner or officer
reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Partnership; and (ii) the Member's, Partner's or officer's duties and
liabilities are restricted by the provisions of this Agreement to the extent
that such provisions restrict the duties and liabilities of the Partners,
Members or officers otherwise existing at law or in equity. Without delegating
the substance of their responsibilities and obligations hereunder, the General
Partners may, subject to the provisions of Section 6.02(a), contract or
otherwise deal with any Person, including employees of Affiliates of the
General Partners, to perform any acts or services for the Partnership as such
General Partners shall approve. Notwithstanding any such delegation, the
General Partners shall remain liable to the extent provided herein for any
action or omission of any such delegee. Any such delegee having access to
confidential information shall be deemed to be bound by the confidentiality
agreement as set forth in Section 15.15. Without limitation on any power that
may be conferred on it hereunder or by law, and except as hereinafter stated
and subject to the limitations in Sections 6.01(a), 6.01(c), 6.01(f) and 6.02,
the Committee, on Consent of the Committee, shall have the power to authorize
the Partnership to:

(i) make and enter into such contracts and
incur expenses on behalf of the Partnership as the Committee
deems necessary or appropriate for the efficient conduct and
operation of the Partnership's business;

(ii) subject to Section 6.01(c)(viii),
compromise or submit to arbitration, sue on or defend all
claims in favor of or against the Partnership; commence or
defend litigation that pertains to the Partnership or any
Partnership assets, and arrange for the settlement of any
pending or threatened litigation, by or against the
Partnership, through compromise, arbitration or otherwise;

(iii) do all acts the Committee deems necessary
or appropriate for the protection and preservation of the
Partnership's assets;

(iv) make distributions and allocations to the
Partners in accordance with Article V hereof;

(v) designate such officers of the Partnership
as authorized signatories with the authority to execute on
behalf of the Partnership any documents or instruments of any
kind that the Committee may deem appropriate or advisable to
carry out the purposes of the Partnership, taking into
consideration the terms and conditions of any such documents
or instruments;

(vi) make all payments required of the
Partnership under the terms of this Agreement, including such
payments, fees and reimbursements as the General Partners, or
any of their respective Affiliates, may be entitled to receive
under the terms of this Agreement;

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(vii) invest Partnership funds on a temporary
basis pending distribution of such investments as the
Committee determines appropriate, provided that the Committee
shall not invest Partnership funds in such a manner that the
Partnership will be considered to be holding itself out as
being engaged primarily in the business of investing,
reinvesting, or trading in securities or will otherwise be
deemed to be an "investment company" under the Investment
Company Act of 1940, as amended;

(viii) employ Persons (including any Affiliate
of a General Partner) to operate and manage the Partnership
and engage such other experts and advisers as the Committee
may deem necessary or advisable, in each case, on such terms
and for such compensation as the Committee may determine,
subject, as applicable, to the requirements of Sections
6.01(e), 6.01(f) and 6.02(a);

(ix) subject to Section 6.01(f), enter into any
transaction (excluding any amendment or modification to or
waiver of the Procurement Agreement) with an Affiliate of a
General Partner; and

(x) call a meeting of the Partners from time
to time as the Committee deems necessary or advisable.

(c) Notwithstanding anything herein to the contrary,
any of the actions specified in this Section 6.01(c) shall require the Special
Consent of the Committee and, in the case of clause (i) below, the consent of
at least one Independent Company Member:

(i) appoint (including interim appointments as
a result of vacancies) and remove the Chief Executive Officer,
President, Chief Financial Officer, Chief Operating Officer
and Chief Technical Officer;

(ii) approve compensation, bonuses and benefit
health and welfare plans of senior executive officers;

(iii) make and enter into contracts or
agreements involving consideration payable by the Partnership
in excess of $5 million;

(iv) enter into any material business asset or
equity acquisition, equity investment, joint venture or other
strategic alliances that involve any investment by the
Partnership (including entering into any material loan or
financing arrangement);

(v) enter into any debt financing arrangement
(including capitalized leases) or borrow money on behalf of
the Partnership, make, accept, endorse and execute promissory
notes, drafts, bills of exchange and other instruments and
evidences of indebtedness in connection therewith in excess of
$5 million outstanding at any one time and secure the payment
of any such Partnership indebtedness by mortgage, pledge or
assignment of or security interest in all or any part of the
property then owned or thereafter acquired by the Partnership;

(vi) approve the annual financial plan
including, among other things, the capital and operating
budgets for the Partnership, as well any material variances
from the most recently approved plan or budget;

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(vii) dispose of, transfer or lease material
assets having a fair market value in excess of $5 million;

(viii) commence any litigation that seeks
damages in excess of $1 million or compromise or settle,
through arbitration or otherwise any pending or threatened
litigation by or against the Partnership for an amount in
excess of $1 million;

(ix) select or remove the independent certified
public accountant of the Partnership or adopt, or modify in
any material respect, any significant accounting policy or tax
policy of the Partnership; or

(x) admit any Person to the Partnership as a
Limited Partner.

(d) The Tax Matters Partner is authorized to perform
the responsibilities specifically set forth in this Agreement, as well as:

(i) arrange for preparation, execution and
timely filing of U.S. federal, state, local and foreign tax
returns and pay any taxes on behalf of the Partnership and the
Partners;

(ii) contest any determination by the Internal
Revenue Service that the Tax Matters Partner deems adverse to
the interests of the Partners or the Partnership; and

(iii) any other tax-related responsibilities
requested by the Committee.

(e) The Committee may delegate any of such foregoing
powers and any additional powers conferred on it under this Agreement or by law
to the officers of the Partnership, so long as such delegation is made on the
applicable Consent being obtained with respect to the specific power being
delegated. Subject to the foregoing provision, the Partners hereby agree that
each such authorized officer of the Partnership is authorized to execute,
deliver and perform any agreements, acts, transactions and matters in
connection with the exercise of power hereunder on behalf of the Partnership
without any further act, approval or vote of the Partners or the Partnership,
except in connection with acts otherwise prohibited by this Agreement, the
Delaware Act or any applicable law, rule or regulation.

(f) Related Party Contract Subcommittee. There
shall be an ad hoc related party contract sub-committee of the Committee (the
"CONTRACT SUBCOMMITTEE") and the Contract Subcommittee shall consist, as
applicable, of all Members other than any officer, employee of, or person
designated as a Member by the Partner where such Party or any Affiliate thereof
is a party to the contract in question. The Contract Subcommittee shall have
the authority on behalf of the Partnership to review and monitor any contract
between the Partnership and any Partner or its Affiliates and, as it deems
appropriate, cause the Partnership to enforce its rights thereunder and propose
amendments, waivers and/or modifications thereto (it being understood that any
such contract can be amended only in accordance with the terms thereof or by
mutual consent of the parties thereto). A resolution adopted by a majority of
the Members of the Contract Subcommittee on any matter within the authority of
the Contract Subcommittee including the affirmative vote of at least one
Independent Company Member except where a party to the contract in question is
the Company, in which case the majority of the Members of the Contract
Subcommittee shall be sufficient ("CONSENT OF THE CONTRACT SUBCOMMITTEE") shall
be deemed to be approved by the requisite vote of the Committee or Partners, if
applicable. All

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Members of the Committee shall receive notice of meetings of the Contract
Subcommittee and a copy of the minutes of such meetings.

SECTION 6.02. LIMITATIONS ON AUTHORITY OF COMMITTEE AND THE GENERAL
PARTNERS.

(a) Notwithstanding anything herein to the contrary,
the Partnership shall not, after the date hereof, execute or enter into any
agreement or agreements between the Partnership and any Partner, any direct or
indirect corporate parent thereof or any of their respective Affiliates that,
in the aggregate, involve payments or receipts in excess of $1 million unless
the terms and conditions thereof have been approved by the Consent of the
Contract Subcommittee.

(b) Notwithstanding anything herein to the contrary,
the Partnership shall not undertake any of the actions specified in this
Section 6.02(b) without the Special Consent of the Partners and, in the case of
clauses (i) - (viii), shall not bring such actions before a vote of the
Partners without the consent of at least one Independent Company Member:

(i) make any material amendments or
modifications to this Agreement, except as otherwise provided
in Section 14.01;

(ii) approve any plan that would result in any
material change in the purpose of the Partnership as set forth
in Section 3.01 or otherwise change the Partnership's business
so that it varies materially from the business described in
this Agreement;

(iii) take any action for the (A) commencement
of a voluntary case under applicable bankruptcy, insolvency or
similar law now or hereinafter in effect, (B) consent to the
entry of any order for relief in an involuntary case under any
such law to the extent that the giving or withholding of such
consent is within the Partnership's discretion, (C) consent to
the appointment or taking possession on a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Partnership or of any substantial
part of the Partnership's property or (D) making by the
Partnership of a general assignment for the benefit of
creditors;

(iv) cause or permit the dissolution and/or
liquidation of the Partnership;

(v) sell, lease, transfer, or otherwise
dispose of any material assets of the Partnership or contract
to do so (other than to a Person or Persons controlled by the
Partnership);

(vi) acquire (A) a controlling interest in, or
a majority of the voting stock or equity of, any corporation
or other entity or (B) any other assets not in the ordinary
course of business of the Partnership, in either case if the
aggregate fair market value thereof is greater than $25
million;

(vii) merge or consolidate the Partnership with
any other Person (other than with a Person or Persons wholly
owned by the Partnership);

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(viii) increase or decrease the
authorized Partnership Units or to reclassify the same by
changing the number, preferences, qualifications or
limitations thereof;

(ix) permit the entry by the Partnership into
any additional lines of business other than those described in
Section 3.01 or directly related thereto;

(x) cancel or otherwise affect the right of
the holders of Partnership Units to receive any distributions
that have accrued but have not been paid; or

(xi) create a new class of Partnership Units
having rights and preferences either prior and superior or
subordinate and inferior to the Partnership Units then
authorized.

(c) Notwithstanding the foregoing, in the event that
any of the decisions set forth in paragraph (b) above would result in the
Partnership being engaged in a business entirely unrelated to that described in
the Prospectus, such actions shall require the prior, unanimous written consent
of all the Partners.

(d) The Partnership shall give notice of a proposed
action calling for the Consent of the Partners or Special Consent of the
Partners or such other matters requiring the action of Partners as set forth
herein. The Partnership shall give such notice to each of the Partners in the
manner set forth in Section 15.01 hereto as soon as practicable but in no event
less than ten (10) Business Days prior to the date called for the
representatives (as provided below) (the "REPRESENTATIVES") of the Partners (a
"REPRESENTATIVES MEETING") regarding such proposal.

The quorum for a Representatives Meeting requiring the Special
Consent of the Partners, shall be Representatives present in person, by proxy
or written consent, representing a majority of the outstanding Partnership
Units. Each Partner (in the case of a matter requiring the Consent of the
Partner) shall have the right to designate one Representative to attend each
Representatives Meeting, who will have the right to cast at the meeting a
number of votes equal to the number of Partnership Units such Partner holds.

SECTION 6.03. CHANGE OF CONTROL AND REDUCTION IN INTEREST.

(a) For purposes of this Section 6.03, "COMPANY
CHANGE OF CONTROL" shall mean an event or series of events not approved either
by each of OCC and Teleglobe Mobile or by the Consent of the Partners, at a
time when the Company owns less than 50% of the Partnership Units outstanding,
by which (i) any "person or "group" (as such terms are defined in Section 13(d)
and 14(d) of the Exchange Act) (other than OCC, Teleglobe Mobile or their
Affiliates) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of more than 30% of the Common
Stock then outstanding; (ii) the Company consolidates with or merges into
another Person (other than OCC, Teleglobe Mobile or their Affiliates) or
conveys, transfers or leases all or substantially all of its assets to any
Person (other than OCC, Teleglobe Mobile or their Affiliates), or any Person
(other than OCC, Teleglobe Mobile or their Affiliates) consolidates with or
merges into the Company, in either event pursuant to a transaction in which the
outstanding Common Stock is changed into or exchanged for cash, securities or
other property, other than any transaction after which the stockholders that
beneficially owned the Common Stock immediately before such transaction
beneficially own at least 50% of the outstanding voting stock of the surviving
entity and no Person (other

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<PAGE> 28
than OCC, Teleglobe Mobile or their Affiliates) beneficially owns more than 30%
of the outstanding voting stock of the surviving entity; (iii) during any
period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election by the Board of Directors or whose nomination for
election was approved by a vote of 66 2/3% of the directors then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute two-thirds of the directors then in office; or (iv) the Company
makes on any day any distribution or distributions of cash, property or
securities (other than regular dividends, common stock or rights to acquire
common stock) to its stockholders, or purchases or otherwise acquires the
Common Stock, and the sum of the fair market value of such distribution or
purchase, plus the fair market value of all other such distributions and
purchases that have occurred during the preceding twelve months exceeds 30% of
the fair market value of the outstanding Common Stock.

(b) For purposes of this Section 6.03, a "REDUCTION
IN INTEREST" shall have occurred on the sale or other disposition of
Partnership Units by the Company after which the Company's Percentage Interest
is reduced to less than 5% and such reduction was not previously approved by
the Consent of the Partners.

(c) On a Company Change of Control or a Reduction in
Interest, the Company will become a Limited Partner and will lose all of its
rights as a General Partner under this Agreement, including the right to
appoint Members to serve on the Committee and, through the Independent Company
Members, to approve or veto certain actions of the Partnership. The Committee
will thereby dissolve and all actions previously authorized to be taken by the
Committee will thereon be taken by OCC and Teleglobe Mobile as the General
Partners.

SECTION 6.04. CERTIFICATE OF LIMITED PARTNERSHIP. The
Partnership has filed the Certificate of Limited Partnership, and will file an
amended Certificate of Limited Partnership and necessary or appropriate for the
formation or qualification and operation of a limited partnership (or a
partnership in which the limited partners have limited liability) in the State
of Delaware or any other state in which the Partnership may elect to do
business. To the extent that the Committee in its discretion determines such
action to be reasonable and necessary or appropriate and to the extent
consistent with this Agreement, the Committee shall file amendments to the
Certificate of Limited Partnership and do all the things to maintain the
Partnership as a limited partnership (or a partnership in which the Limited
Partners have limited liability) under the laws of the State of Delaware or any
other state in which the Partnership may elect to do business.

SECTION 6.05. RELIANCE BY THIRD PARTIES. Notwithstanding any
other provision of this Agreement to the contrary, no lender or purchaser,
including any purchaser of property from the Partnership or any other Person
dealing with the Partnership, shall be required to look to the application of
proceeds hereunder or to verify any representation by the General Partners as
to the extent of the interest in the assets of the Partnership that the General
Partners are entitled to encumber, sell or otherwise use, and any such lender
or purchaser shall be entitled to rely exclusively on the representations of
the General Partners as to their authority to enter into such financing or sale
arrangements and shall be entitled to deal with the General Partners as if they
were the sole party in interest therein, both legally and beneficially. In no
event shall any Person dealing with the General Partners or the General
Partners' representatives with respect to any business or property of the
Partnership be obligated to ascertain that the terms of this Agreement have
been complied with, or be obligated to inquire into the necessity or expedience
of any act or action of the General Partners or the General Partners'
representative; and every contract, agreement, deed, mortgage, security
agreement,

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<PAGE> 29
promissory note or other instrument or document executed by the General
Partners or the General Partners' representatives with respect to any business
or property of the Partnership shall be conclusive evidence in favor of any and
every Person relying thereon or claiming thereunder that: (a) at the time of
the execution and/or delivery thereof, this Agreement was in full force and
effect; (b) such instrument or document was duly executed in accordance with
the terms and provisions of this Agreement and is binding on the Partnership;
and (c) the General Partners or the General Partners' representatives were duly
authorized and empowered to execute and deliver any and every such instrument
or document for and on behalf of the Partnership.

SECTION 6.06. COMPENSATION, EXPENSES AND REIMBURSEMENT OF
GENERAL PARTNERS.

(a) All expenses incurred in connection with the
organization of the Partnership will be borne by the Partnership, and to the
extent not otherwise allocated by Article V, charged to the Partners' Capital
Accounts according to their Percentage Units at the time of the Closing.

(b) Subject to approval of the Committee, the
General Partners shall be reimbursed on a monthly basis for all reasonable
expenses they incur or make on behalf of the Partnership (including amounts
paid to any Person to perform services for the Partnership or the General
Partners or who is an employee of the General Partners). Such reimbursement
shall be in addition to any reimbursement to a General Partner as a result of
indemnification pursuant to Section 6.09 hereof, but shall only be in respect
of reasonable out-of-pocket expenses incurred solely on behalf of the
Partnership, and shall not include any amounts in respect of compensation of
Persons who are officers, directors or employees of the Company, or their
Affiliates or any other corporate overhead of such Persons.

SECTION 6.07. OUTSIDE ACTIVITIES.

(a) Subject to Section 6.07(b) and the requirements
of applicable law, each Partner agrees that the Partners and their respective
subsidiaries and Affiliates may engage in other business activities or possess
interests in other business activities of every kind and description,
independently or with others, except that no Partner or any of its subsidiaries
or Affiliates shall, directly or indirectly, engage in or possess an interest
of any kind or description (including, but not limited to, any equity interest
or any financial interest whether arising by contract or otherwise) in any
business or enterprise that engages in or operates Similar Service (as defined
in clause (b) of this Section 6.07) until the first anniversary of the earliest
of (i) December 31, 2000; (ii) the launch and completion of the on-orbit check
out support for 36 satellites under the ORBCOMM System Procurement Agreement,
dated as of September 12, 1995, between the Partnership and Orbital Sciences
Corporation, as amended from time to time, and (iii) the date that such Partner
(including its Affiliates) ceases to own, directly or indirectly, a five
percent (5%) or more interest in the Partnership; provided, however, that the
Partners (and their Affiliates) will be permitted to do the following:

(i) enter into any commercial agreement for
the co-marketing, co-branding or other similar distribution
strategy in connection with the sale or distribution of a
Partner's (or its Affiliate's) products or services;

(ii) sell satellites, launch vehicles, launch
services and communication services to non-commercial entities
without limitation;

(iii) design, construct and deliver (i) up to
twenty-five percent (25%) of the satellites in a given
constellation of satellites with respect to which one or more

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<PAGE> 30
third parties has contracted to design, construct and deliver
the remaining seventy five percent (75%) of the satellites and
(ii) up to four experimental or prototype satellites in a
given constellation; provided, however, that this exception
shall not apply to the design, construction or delivery of
satellites to any Existing Little LEO (as defined in clause
(c) of this Section 6.07);

(iv) provide launch vehicles, launch services,
subscriber communicators, ground stations and related software
to any Person; provided, however, that ground stations and
related software may not be provided to any Existing Little
LEO; and

(v) own, for portfolio purposes, as a passive
investor, not more than ten percent (10%) of the issued and
outstanding equity securities of a Person; provided, however,
that if such securities are not listed or quoted on a stock
exchange worldwide or on an over-the-counter market within the
United States or Canada, the amount of the investment shall
not exceed $50 million in any one case; provided further, that
this clause (v) shall not apply to any such securities
indirectly acquired in connection with the acquisition of any
Person, so long as such securities of any business or
enterprise that engages in or operates Similar Service and
such securities are sold or otherwise disposed of within 180
days after such acquisition in an amount sufficient to result
in compliance with this clause (v).

(b) "Similar Service" means (i) the offering of
commercial non-geosynchronous non-voice narrowband satellite data and messaging
communications services and (ii) the offering of, by any Person whose primary
business is (or is proposed to be), wireless non-voice narrowband data and/or
messaging communications services that compete in the relevant market with the
services offered by the Partnership, excluding any such products or services
under development by, or offered by, a Partner (or its Affiliates) on the date
of this Agreement.

(c) An "Existing Little LEO" means a network of
low-Earth orbit satellites operating below 1 Ghz, such as the ORBCOMM system,
providing non-voice services and designated to provide global data and
messaging services, that is currently licensed by the Federal Communications
Commission, and any transferee (or licensee) of any such license.

(d) Notwithstanding any other provision of this
Agreement, each of the Partners or any of their respective subsidiaries or
Affiliates may engage in the business of, and possess interests in, any
value-added reseller of the Partnership or any value-added reseller of the
Partnership services (except each Partner agrees that neither it nor its
Affiliates shall engage in the business of , or possess an interest in, any
value-added reseller of the Partnership's services that competes with any
value-added reseller in which the Partnership owns an interest, provided,
however, that Teleglobe, Inc. shall be entitled to continue to own and interest
in ORBCOMM Canada, Inc. which may or may not offer, in North America, services
similar to those offered by the Partnership or any value-added reseller in
which the Partnership owns an interest) or any international licensee of the
Partnership

(e) This Section 6.07 may not be amended without
the consent of an Independent Company Member.

SECTION 6.08. PARTNERSHIP FUNDS. The funds of the
Partnership shall be deposited in such account or accounts as are designated by
the Partnership and shall not be commingled with any

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<PAGE> 31
other funds. All withdrawals from or charges against such accounts shall be
made by duly authorized officers or agents of the Partnership.

SECTION 6.09. INDEMNIFICATION OF PARTNERS.

(a) The Partnership shall indemnify and hold
harmless the Partners, their respective Affiliates, the Members of the
Committee, each of their respective officers, directors, partners, controlling
stockholders, employees, and agents and each of the officers, employees and
agents of the Partnership (individually, an "INDEMNITEE"), from and against any
and all losses, claims, demands, costs, damages, liabilities (joint or several)
expenses of any nature (including attorneys' fees and disbursements),
judgments, fines, settlements, and other amounts arising from any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative, in which an Indemnitee may be involved, or threatened to be
involved, as a party or otherwise ("LOSSES"), arising out of or incidental to
the business of the Partnership, regardless of whether an Indemnitee continues
to be a Partner, an Affiliate, or an officer, director, partner, controlling
stockholder, employee, or agent of a Partner or a Member of the Committee or an
officer, employee or agent of the Partnership or of an Affiliate at the time
any such Loss is paid or incurred, if the Indemnitee's conduct did not
constitute actual fraud, gross negligence, knowing breach of specific
provisions of this Agreement or willful or wanton misconduct. The termination
of any action, suit, or proceeding by settlement or on a plea of nolo
contendere, or its equivalent, shall not, in and of itself, create a
presumption or otherwise constitute evidence that the Indemnitee's actions
constituted actual fraud, gross negligence or willful or wanton misconduct.

(b) Expenses (including legal fees and expenses)
incurred in defending any proceeding subject to subsection (a) of this Section
6.09 shall be paid by the Partnership in advance of the final disposition of
such proceeding on receipt of an undertaking (which need not be secured) by or
on behalf of the Indemnitee to repay such amount if it shall ultimately be
determined, by a court of competent jurisdiction or otherwise, that the
Indemnitee is not entitled to be indemnified by the Partnership as authorized
hereunder.

(c) The indemnification provided by this Section
6.09 shall be in addition to any other rights to which each Indemnitee may be
entitled under any agreement or vote of the Partners, as a matter of law or
otherwise, both as to action in the Indemnitee's capacity as a Partner or as a
partner, controlling stockholder, officer, director, employee or agent of a
Partner or the Partnership, or as to action in the Indemnitee's capacity as a
Person serving at the request of the Partnership as set forth above, and shall
continue as to an Indemnitee who has ceased to serve in such capacity and shall
inure to the benefit of the heirs, successors, assigns, administrators and
personal representatives of the Indemnitee. Such indemnification, however,
shall only apply to Losses incurred by virtue of the Indemnitee's status as a
Partner, Affiliate or officer, director, partner, controlling stockholder,
employee or agent thereof or a Member of the Committee or an officer, employee
or agent of the Partnership, and not as to Losses incurred in other capacities
(for example, by virtue of otherwise contracting with the Partnership).

(d) The Partnership may purchase and maintain
insurance on behalf of any one or more Indemnitees and other such Persons as
the Partnership shall determine against any liability that may be asserted
against or expense which may be incurred by such Person in connection with the
Partnership's activities, whether or not the Partnership would have the power
to indemnify such Person against such liability under the provisions of this
Agreement.

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(e) Any indemnification hereunder shall be satisfied
only out of the assets of the Partnership and no Partner shall be subject to
personal liability by reason of these indemnification provisions.

(f) An Indemnitee shall not be denied
indemnification in whole or in part under this Section 6.09 because the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.

(g) The provisions of this Section 6.09 are for the
benefit of the Indemnitees and the heirs, successors, assigns, administrators
and personal representatives of the Indemnitees and shall not be deemed to
create any rights for the benefit of any other Persons.

(h) Any Person that proposes to assert the right to
be indemnified under this Article VI shall, promptly after receipt of notice of
any action that is subject to indemnification hereunder, notify the Partnership
of the commencement of such action, enclosing a copy of all papers served, if
any. The failure so to notify the Partnership of any such action shall not
relieve it from any liability that it may have to any Indemnitee hereunder,
unless the Partnership is prejudiced thereby. In case any such action shall be
brought and notice given to the Partnership of the commencement thereof, the
Partnership shall be entitled to participate in, and to assume the defense
thereof, with counsel reasonably satisfactory to the Indemnitee, and after
notice from the Partnership to such Indemnitee of its election so to assume the
defense thereof, the Partnership shall not be liable to such Indemnitee for any
legal or other expenses, except as provided below and except for the reasonable
costs of investigation subsequently incurred by such Indemnitee at the request
of the Partnership in connection with the defense thereof. The Indemnitee
shall have the right to employ separate counsel and to participate in (but not
control) any such action, but the fees and expenses of such counsel shall be
the expense of such Indemnitee unless: (i) the employment of counsel by such
Indemnitee has been authorized by the Partnership; (ii) the employment of one
separate counsel is necessitated by a conflicting interest among indemnified
parties; or (iii) the Partnership shall not in fact have employed counsel to
assume the defense of such action. In each such case, the fees and expenses of
counsel shall be at the expense of the Partnership. The Partnership shall not
be liable for any settlement of any action or claims effected without its
written consent.

SECTION 6.10. LIABILITY OF GENERAL PARTNERS.

(a) The General Partners and their respective
Affiliates and all officers, directors, partners, controlling stockholders,
employees and agents of the General Partners and their respective Affiliates
shall not be liable to the Partnership or its Members, officers, employees or
agents or to the Limited Partners for any losses sustained or liabilities
incurred as a result of any act or omission of the General Partners, their
Affiliates or any such officers, directors, partners, controlling stockholders,
employees or agents if: (i) the General Partner, such Affiliate, or such
officer, director, partner, controlling stockholder, employee or agent acted in
good faith and in a manner it, he or she reasonably believed to be in, or not
opposed to, the best interests of the Partnership; and (ii) the conduct of the
General Partner, such Affiliate or such officer, director, partner,
stockholder, employee or agent did not constitute gross negligence or
Nonperformance. For purposes of this Agreement, any act or omission, if done
or omitted to be done in reliance on the advice of legal counsel or public
accountants selected with reasonable care, will be conclusively presumed to
have been done or omitted to be done in good faith and not to constitute
willful or wanton misconduct, gross negligence or Nonperformance; provided,
however, that the reliance was reasonable and the General Partner had disclosed
all relevant facts to such legal counsel or accountants.

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(b) Each General Partner shall fully indemnify and
hold harmless the Limited Partners and their Affiliates and their respective
partners, officers, directors, employees and agents to the fullest extent
permitted by law from and against any and all Losses arising out of or
incidental to conduct by such General Partner or one of its Affiliates with
respect to the business or activities of or relating to the Partnership that
constituted bad faith, gross negligence or Nonperformance. The obligations of
a General Partner under this Section 6.10 shall extend only to its own acts or
omissions or acts or omissions by one of its Affiliates and not with respect to
acts or omissions of the other General Partners or their Affiliates.

SECTION 6.11. OTHER MATTERS CONCERNING THE GENERAL PARTNERS.

(a) Each General Partner may rely and shall be
protected in acting or refraining from acting on any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties.

(b) A General Partner may consult with legal
counsel, and other consultants and advisers selected by it, and any advice of
such Person as to matters that the General Partner believes to be within such
Person's professional experience shall constitute full and complete
authorization and protection in respect of any action taken or suffered or
omitted by the General Partner in good faith and in accordance with such
advice.

SECTION 6.12. CONVERSION TO CORPORATE FORM.

(a) In the event that the Committee shall determine
that it is desirable or helpful for the business of the Partnership to be
conducted in a corporate rather than in a partnership form, the Committee may
incorporate the Partnership or take such other action as it may deem advisable
in light of such changed conditions, including, without limitation, dissolving
the Partnership; provided that, the Committee may not incorporate the
Partnership without the Special Consent of the Partners. In connection with
any such incorporation of the Partnership, the Partners shall receive, in
exchange for their Partnership Units, shares of capital stock of such
corporation having the same relative rights and preferences as to dividends and
distributions and the same voting and transfer rights, subject in each case to
any modifications required solely as a result of the conversion to corporate
form (all such rights and preferences being referred to, collectively, as
"EQUITY RIGHTS"), as are set forth in this Agreement as among the holders of
interests in the Partnership.

(b) Prior to taking any such action to incorporate
the Partnership, the Committee shall submit to the Partners the proposed forms
of a certificate or articles of incorporation, by-laws, shareholders' agreement
and any other governing documents proposed to be established for such
corporation (the "GOVERNING DOCUMENTS"). In the event the Company becomes a
Limited Partner pursuant to Section 6.03 hereof, if Limited Partners holding
Partnership Units representing at least 30% of the total number of outstanding
Partnership Units held by all Limited Partners (not including any Partnership
Units held by OCC, Teleglobe Mobile or their Affiliates) notify the Committee
within 15 days of the date the proposed forms of Governing Documents are
submitted to the Limited Partners that they have concluded in good faith that,
based on such Governing Documents, the shares of capital stock of such
corporation proposed to be issued to them in exchange for such Partnership
Units do not have the same Equity Rights as are set forth in this Agreement,
the Committee and such Limited Partners shall negotiate in good faith to
resolve any differences with respect thereto. If the Committee and such
Limited Partners do not resolve such differences, the Committee may appoint an
investment banking

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firm of internationally recognized standing reasonably acceptable to such
Limited Partners to advise the Partnership as to such dispute, and the
conclusion of such firm shall be final and binding on the parties, and any
modification recommended by such investment banking firm to the Equity Rights
shall be incorporated into the Governing Documents. Nothing contained herein
shall be construed to give the Limited Partners any right to cause the business
of the Partnership to be conducted in corporate form or to limit the rights of
the Committee.

ARTICLE VII.
RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

SECTION 7.01. LIMITATION OF LIABILITY. No Limited Partner
shall be personally liable for any debts, liabilities or obligations of the
Partnership whether to the Partnership, to the General Partners, or to
creditors of the Partnership, beyond the amount contributed by such Limited
Partner to the capital of the Partnership and such Limited Partner's share of
the accumulated but undistributed profits of the Partnership and the amount of
any distribution (including the return of any Capital Contribution) made to
such Limited Partner that must be returned to the Partnership pursuant to
applicable state law. The General Partners shall use reasonable efforts, in
the conduct of the Partnership's business, to put all Persons with whom the
Partnership does business on notice that the Limited Partners and their
Affiliates are not liable for Partnership obligations.

SECTION 7.02. MANAGEMENT OF BUSINESS. The Limited Partners
shall not take part in the operation, management or control (within the meaning
of the Delaware Act) of the Partnership's business, transact any business in
the Partnership's name or have the power to sign documents for or otherwise
bind the Partnership. No Limited Partner has the right to require the
partition of Partnership property or compel any sale or appraisal of
Partnership assets or sale of a deceased Partner's interest therein.

ARTICLE VIII.
BOOKS, RECORDS, ACCOUNTING AND REPORTS

SECTION 8.01. RECORDS AND ACCOUNTING. The Partnership shall
keep or cause to be kept appropriate books and records with respect to the
Partnership's business, which books shall at all times be kept at the principal
office of the Partnership. Any records maintained by the Partnership in the
regular course of its business, books of account and records of Partnership
proceedings may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, micrographics or any other information storage device, provided
that the records so kept are convertible into clearly legible written form
within a reasonable period of time.

SECTION 8.02. FISCAL YEAR. The fiscal year (the "FISCAL
YEAR") of the Partnership shall be the calendar year, unless otherwise
determined by the Consent of the Committee.

SECTION 8.03. REPORTS AND ANNUAL MEETING.

(a) As soon as practicable, but in no event later
than 75 days after the close of each Fiscal Year, the Partnership shall deliver
to the Partners reports containing financial statements of the Partnership for
the Fiscal Year, presented in accordance with GAAP, including a balance sheet,
a statement of income, a statement of Partners' equity and a statement of
changes in cash flows, such statements to be audited by the firm of independent
certified public accountants selected in accordance with Section 6.01(c)(ix).

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(b) As soon as practicable, but in no event later
than 30 days after the close of each calendar quarter, including the last
calendar quarter of each fiscal year, the Partnership shall deliver to the
Partners (i) a quarterly report containing a balance sheet and statements of
income and changes in financial position for such calendar quarter and (ii) any
information the Tax Matters Partner considers necessary for the preparation of
estimated quarterly tax payments or other tax-related information.

(c) In addition to any meetings of the Partners
called pursuant to Section 6.01(b)(xiii) or any Representatives Meeting called
pursuant to Section 6.02(d), the Partnership shall hold an annual meeting of
the Partners ("ANNUAL MEETING") on five days prior written notice to the
Partners, such Annual Meeting to be held no sooner than ten days and no later
than 30 days after delivery to the Partners of the annual financial statements
for the preceding Fiscal Year pursuant to Section 8.03(a), unless otherwise
agreed to. At the Annual Meeting, officers of the Partnership will review the
operations of the Partnership during the preceding Fiscal Year, discuss the
plans and operating budget for the current year and answer questions that may
be raised by representatives of the Partners at the Annual Meeting.

SECTION 8.04. DISCLOSURE TO LIMITED PARTNERS.

(a) The Limited Partners shall have full access to
all financial and other information directly related to the business and
affairs of the Partnership. In particular, the following will be open for
examination by any Limited Partner or its, his or her duly authorized
representatives:

(i) books and records pertaining to the
Partnership's business showing all of its assets and
liabilities, receipts and disbursements, realized profits and
losses, and all transactions (including all contracts and
commitments) entered into by the Partnership;

(ii) a current list of the full name and last
known mailing address of each Partner set out in alphabetical
order, together with a list showing the Capital Contributions
and Capital Account of each Partner;

(iii) a copy of the Certificate of Limited
Partnership and all amendments thereto, together with executed
copies of any powers of attorney pursuant to which the
Certificate and any amendments to it have been executed;

(iv) copies of all the Partnership's U.S.
federal, state, local and foreign income tax returns and
reports, if any; and

(v) copies of this Agreement, as it may be
amended from time to time.

(b) The Partnership shall make available, on a
reasonable basis, its financial officers and auditors to the Limited Partners
for consultation and to respond to questions of the Limited Partners relating
to the financial condition of the Partnership. The Partnership will prepare
and mail to each Limited Partner promptly on the request of any Limited Partner
such further information concerning the business, affairs and financial
condition of the Partnership as any Limited Partner may reasonably request.

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(c) Notwithstanding the provisions set forth in this
Section 8.04, the Partnership may keep confidential from the Limited Partners
for a period of time deemed reasonable by the Partnership information
(excluding any matters required to be disclosed pursuant to Section 8.03 or
clause (ii)-(v) of Section 8.04) to the extent the Partnership, in good faith,
determines: (i) that disclosure of such information is not in the best
interests of the Partnership; (ii) that disclosure of such information could
damage the Partnership or its business; or (iii) that the Partnership is
required by law or by a third party to keep such information confidential.

ARTICLE IX.
TAX MATTERS

SECTION 9.01. PREPARATION OF TAX RETURNS. The Tax Matters
Partner shall arrange for the preparation and timely filing of all returns of
Partnership income, gains, deductions, losses and other items necessary for
federal, state local and foreign income tax purposes. The Tax Matters Partner
shall use all reasonable efforts to furnish to the Partners as soon as
practicable after the close of the taxable year, fiscal quarter or other period
as deemed necessary by the Tax Matters Partner, the tax information reasonably
required for such Partners' U.S. federal, state and foreign income tax
reporting purposes. Subject to the provisions of Section 9.02, the
classification, realization and recognition of income, gain, losses and
deductions and other items shall be on the accrual method of accounting for
U.S. federal income tax purposes, to the extent permitted by applicable law.
The taxable year of the Partnership shall be the calendar year, unless
otherwise required by the federal income tax laws and the Treasury Regulations
thereunder or unless otherwise determined by the Tax Matters Partner.

SECTION 9.02. TAX ELECTIONS. Except as otherwise provided
herein, the Tax Matters Partner shall, in its sole discretion, determine
whether to make any available election, including but not limited to an
election under Code Section 709 to amortize organization and start-up
expenditures over a 60 month period, and an election under Code Section 754 to
adjust the bases of Partnership property with respect to the Partnership or
with respect to a transferee Partner. In the event a Section 754 election is
made, the Tax Matters Partner may in its sole discretion charge transferees for
the additional costs incurred in preparing their tax information under such
election.

SECTION 9.03. TAX CONTROVERSIES. Subject to the provisions
hereof, the Tax Matters Partner is authorized and required to represent the
Partnership (at the Partnership's expense) in connection with all examinations
of the Partnership's affairs by tax authorities, including resulting
administrative and judicial proceedings, and to expend Partnership funds for
professional services and costs associated therewith. The Partners agree to
cooperate with the Tax Matters Partner and to do or refrain from doing any or
all things reasonably required by the Tax Matters Partner to conduct such
proceedings, provided that the foregoing shall not be construed to prevent a
Partner from taking steps reasonably necessary to protect and defend its own
interests.

SECTION 9.04. TAXATION AS A PARTNERSHIP. No election shall
be made by the Partnership or any Partner for the Partnership to be excluded
from the application of any of the provisions of Subchapter K, Chapter 1 of
Subtitle A of the Code or from any similar provisions of any state tax laws.

ARTICLE X.
TRANSFER OF UNITS

SECTION 10.01. TRANSFER.

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(a) The term "transfer," when used in this Article X
with respect to a Partnership Unit, includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition;
provided however, that an exchange of Partnership Units by OCC or Teleglobe
Mobile pursuant to the terms of the Unit Exchange Agreement shall not be deemed
to be a "transfer" for purposes of this Article X.

(b) Any Partnership Unit may be transferred provided
that such transfer shall be made, where applicable, in accordance with the
terms and conditions set forth in this Article X. Any transfer or purported
transfer of any Partnership Unit not made in accordance with this Article X
shall be null and void.

(c) Notwithstanding anything contained herein to the
contrary, no transfer of a Partnership Unit may be made if such transfer: (i)
would violate the then applicable U.S. federal or state securities laws or
rules and regulations of the Securities and Exchange Commission, state
securities commissions, the Communications Act, or rules and regulations of the
Federal Communications Commission ("FCC") and any other government agencies
with jurisdiction over such transfer; or (ii) would affect the Partnership's
existence or qualification under the Delaware Act. In the event a transfer of
a Partnership Unit is otherwise permitted hereunder, notwithstanding any
provision hereof, no Partner shall transfer all or any portion of such
Partner's Partnership Units unless and until such Partner, on the request of
the Partnership, delivers to the Partnership an opinion of counsel, addressed
to the Partnership, reasonably satisfactory to the Partnership, to the effect
that: (A) such Partnership Unit has been registered under the Securities Act
and any applicable state securities laws, or that the proposed transfer of such
Partnership Unit is exempt from any registration requirements imposed by such
laws and that the proposed transfer does not violate any other applicable
requirements of U.S. federal or state securities laws; and (B) that such
transfer will not materially adversely affect the tax status of the
Partnership. Such opinion shall not be deemed delivered until the Partnership
confirms to such Partner that such opinion is acceptable, which confirmation
shall not be unreasonably withheld.

(d) Notwithstanding the other provisions of this
Agreement, the Partnership shall provide the Tax Matters Partner with any
information the Tax Matters Partner reasonably requests with respect to
transfers of Partnership Units and the Tax Matters Partner shall monitor the
transfers of such Partnership Units to determine: (i) if such interests are
being traded on an "established securities market" or a "secondary market (or
the substantial equivalent thereof)" within the meaning of section 7704 of the
Code; and (ii) whether additional transfers of Partnership Units would result
in the Partnership being unable to qualify for at least one of the "safe
harbors" set forth in Treasury Regulations Section 1.7704-1 (or such other
guidance subsequently published by the Internal Revenue Service setting forth
safe harbors under which Partnership Units will not be treated as "readily
tradable on a secondary market (or the substantial equivalent thereof)" within
the meaning of Section 7704 of the Code) (the "SAFE HARBORS"). The General
Partners shall take (and shall cause their Affiliates to take) all steps
reasonably necessary or appropriate to prevent any trading of Partnership Units
or any recognition by the Partnership of transfers made on such markets and,
except as otherwise provided herein, to ensure that at least one of the Safe
Harbors is met.

(e) For so long as the Exchange Right is in effect,
each of the Partners hereby agrees that it will not: (i) make a public offering
of its Partnership Units; or (ii) transfer any of its Partnership Units to a
Person, other than to the Company, if (x) such Partnership Units would
constitute all or substantially all of the assets of such transferee and (y)
the purpose of the transfer is to enable the transferee to make a public
offering of its equity interests.

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SECTION 10.02. TRANSFER OF PARTNERSHIP UNITS OF GENERAL
PARTNERS.

(a) Subject to Section 12.01 hereof, a General
Partner shall not transfer all or any part of its Partnership Units without the
Consent of the Contract Subcommittee; provided, that a transfer by the Company
is further subject to the provisions of Section 6.03 hereof. Notwithstanding
the foregoing, a General Partner may transfer any or all of its Partnership
Units to an Affiliate of such General Partner ("AFFILIATE SUCCESSOR") without
such approval; provided however, that in the case of the Company, the Company
may transfer only to an Affiliate that is 100% owned by the Company and any
such transfer shall be subject to the consent of OCC and Teleglobe Mobile,
which consent may be granted or withheld in such Partners' sole discretion.
Such transfer to an Affiliate Successor shall not relieve the General Partner
of any of its obligations hereunder unless the Affiliate Successor has been
adjudged by the Consent of the Contract Subcommittee to be a Person that has at
least such comparable financial strength and technical and managerial
capabilities and know-how sufficient for it to perform its duties and
obligations hereunder. The Partners hereby consent to any such approved
transfer or any transfer to an Affiliate Successor, subject to the provisos set
forth above. The Affiliate Successor of a General Partner pursuant to this
Section 10.02 shall be admitted to the Partnership as a General Partner
immediately prior to the effective date of transfer of the General Partner's
Partnership Units and the Affiliate Successor shall continue the business and
operations of the Partnership without dissolution of the Partnership provided
that prior to such effective date the Affiliate Successor shall have furnished
to: (i) the Partnership (A) acceptance in form reasonably satisfactory to
counsel to the Partnership of all the terms and conditions of this Agreement
and (B) such other documents or instruments as may be reasonably required by
such counsel in order to effect such transfer; and (ii) to the other Partners
an opinion of counsel to the effect that such transfer will not materially
adversely affect the tax status of the Partnership. Such opinion shall not be
deemed furnished until approved by the Consent of the Contract Subcommittee,
which consent shall not be unreasonably withheld. The transferring General
Partner hereby further agrees to hold the Partnership, each other Partner and
the Members of the Contract Subcommittee wholly and completely harmless from
any cost, liability or damage (including, without limitation, liabilities for
income taxes and costs of enforcing this indemnity) incurred by any of such
indemnified Persons as a result of a transfer or attempted transfer by it in
violation of this Agreement.

(b) Notwithstanding anything to the contrary
contained herein, a General Partner shall not take any action that would
constitute or result in the transfer of control of the Partnership if such
transfer would require, under existing law (including, without limitation, the
written rules and regulations promulgated by the FCC), the prior approval of
the FCC, without first obtaining such approval of the FCC.

(c) A General Partner shall diligently prosecute its
application for approval of the transfer identified in Section 10.02(b) hereof
and shall immediately provide to the FCC all information requested by the FCC
in connection with the application.

(d) Prior to the FCC's grant of the approval of the
transfer application identified in Section 10.02(b) hereof, a General Partner
seeking to transfer its Partnership Units shall continue to act in a manner
consistent with the provisions of Article VI of this Agreement.

(e) Any transfer by the Company of its Partnership
Units, other than to an Affiliate, shall be further subject to a right of first
offer as set forth in Section 10.03(a) hereof fully as though it were a Limited
Partner.

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SECTION 10.03. TRANSFER OF PARTNERSHIP UNITS OF LIMITED
PARTNERS.

(a) Rights of First Offer. Except as expressly
permitted or required by this Agreement, no Limited Partner shall transfer any
or all of its Partnership Units unless the Limited Partner desiring to make the
transfer (the "TRANSFEROR") shall have first made the offers to sell to the
other Partners and, as hereinafter provided, to the Partnership (the
"OFFEREES") and such offers shall not have been accepted

(i) Copies of the Transferor's offer (the
"OFFER NOTICE") shall be given to the Offerees and shall
consist of an offer to sell to the Offerees such number of
Partnership Units (the "OFFERED UNITS") then proposed to be
transferred by the Transferor, at a cash price designated by
the Transferor (the "STATED PRICE"), on only customary terms
and conditions, representations, warranties, covenants and
conditions.

(ii) Within 15 days after receipt of the Offer
Notice, each Partner Offeree may, at its option, by written
notice elect to purchase some or all the Offered Units, as
specified in such notice, provided that in the event of an
oversubscription, purchases will be pro rated according to the
relative Percentage Units of all Partners. The Partner
Offerees shall exercise such option by giving notice thereof
to the Transferor within such 15-day period. The Partnership
will promptly inform each Partner Offeree in the event that
fewer than all of the Offered Units are subscribed for, and
each Partner Offeree may, within 48 hours thereafter, increase
the amount of its requested maximum subscription.

(iii) Within 10 days after the expiration of the
Partners' exercise period set forth in Section 10.03(a)(ii),
if the Partners choose not to exercise all their rights of
first offer under Section 10.03(a)(ii), the Partnership may,
at its option, with the affirmative vote of a majority of the
Partners (other than the Partners transferring Partnership
Units), elect to purchase some or all of the remaining Offered
Units. The Partnership shall exercise such option by giving
notice thereof to the Transferor within such 10-day period.

(iv) If the Transferor's offer shall not be
fully subscribed by the Partners and/or the Partnership at the
end of the applicable periods described above, the Transferor
shall terminate its offer to the Offerees (the "TERMINATION
DATE") and the Transferor shall be free to solicit offers for
its Offered Units from third parties for a period of three
months following the Termination Date; provided, however, that
the Transferor shall not offer the Offered Units at a price
that is less than 95% of the Stated Price, and, provided
further, that if the sale to the third party is other than
entirely for cash on terms described in clause (a) above, the
Transferor shall certify to each of the other Partners as to
the cash value of any noncash consideration. In the event
that the Transferor shall have offered the Offered Interests
to third parties at a price that is less than 95% of the
Stated Price or the three month period shall have lapsed and
no bona fide sale of the Offered Units shall have been made by
the Transferor to a third party, the restrictions provided for
herein shall again become effective, and no transfer of
Offered Units may be made by the Transferor without complying
with this Section 10.03.

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(b) Permitted Transfers of Limited Partner
Partnership Units. Sections 10.03(a) hereof shall not apply to any transfer by
a Limited Partner of all or any portion of its Partnership Units to any
Affiliate of such Limited Partner. Prior to such transfer, such Affiliate shall
affirm in writing that it shall be subject to the terms and conditions of this
Agreement and, if such Affiliate is not controlled by the Limited Partner
transferring its Partnership Unit, the Person that controls such Affiliate
shall agree in writing not to transfer control of such Affiliate for so long as
such Affiliate remains a Limited Partner. If the Limited Partner transferring
its interest controls such Affiliate, the Limited Partner hereby agrees that it
shall not transfer control of such Affiliate for so long as such Affiliate
remains a Limited Partner.

ARTICLE XI.
ADMISSION OF SUCCESSOR PARTNERS

SECTION 11.01. ADMISSION OF SUCCESSOR LIMITED PARTNER.

(a) A transferee of a Partnership Unit shall not be
admitted to the Partnership as a successor Limited Partner, until the
transferee shall have furnished the Partnership with an agreement, in form
reasonably satisfactory to the Partnership, to be bound by all the terms and
conditions of this Agreement and such other documents or instruments as may be
reasonably required by the Partnership in order to effect such transferee's
admission as a Limited Partner. Prior to the time that any transferee of
Partnership Units is admitted to the Partnership as a Limited Partner, it will
have only the rights of a transferee under Delaware law, shall have no right to
require any information or account of the Partnership transactions constituting
confidential information or to inspect the Partnership's books.

(b) Any transferee of a Partnership Unit who meets
the requirements of subsection (a) may be admitted as a successor Limited
Partner in the Committee's sole discretion.

(c) For a transferee of a Partnership Unit to be
admitted as a substituted Limited Partner under subsection (d) or (e) below,
the transferee shall deliver to the Partnership an opinion of counsel,
addressed to the Partnership and in form and substance reasonably satisfactory
to the Partnership, to the effect that, assuming the Partnership has the
corporate characteristic of free transferability of interests and that the
transferee is admitted as a substituted Limited Partner, the Partnership would
be classified as a partnership for U.S. federal income tax purposes and would
not be classified as an association taxable as a corporation.

(d) Any transferee of a Partnership Unit that meets
the requirements of subsections (a) and (c) and who is an Affiliate of the
transferor shall be admitted as a successor Limited Partner.

(e) Any transferee of a Partnership Unit who meets
the requirements of subsections (a) and (c) shall be admitted as a successor
Limited Partner with the Consent of the Committee, which consent will not be
unreasonably withheld.

SECTION 11.02. ADMISSION OF SUCCESSOR GENERAL PARTNER. A
successor General Partner selected pursuant to Section 12.01 or the transferee
of or successor to a Partnership Unit pursuant to Section 10.02 shall be
admitted to the Partnership as a General Partner, effective immediately prior
to the withdrawal of the withdrawing General Partner and on the receipt of
proper FCC approval pursuant to Section 10.02(b), if necessary, and shall
continue the business of the Partnership without dissolution. Notwithstanding
the foregoing, the provisions of Section 11.01 shall govern the admission of a
transferee

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in a transfer resulting in a the Company Change of Control or a Reduction in
Interest as though the Company were a Limited Partner. The successor General
Partner shall furnish to the Partnership (a) acceptance in form satisfactory
to counsel to the Partnership of all the terms and conditions of this Agreement
and (b) such other documents or instruments as may be required by such counsel
in order to effect its admission as a General Partner. No such admission shall
be effected until the General Partner delivers to the Partnership an opinion of
counsel, addressed to the Partnership and its Partners to the effect that such
admission will not materially adversely affect the tax status of the
Partnership. Such opinion shall not be deemed delivered until approved by the
Consent of the Contract Subcommittee, which consent shall not be unreasonably
withheld. Any transferee of less than all of the Partnership Units of a General
Partner pursuant to Section 10.02 shall have only the rights of an assignee
under Delaware law, shall have no right to require any information or account
of the Partnership transactions or to inspect the Partnership's books and shall
not be admitted to the Partnership as a successor General Partner.

SECTION 11.03. AMENDMENT OF AGREEMENT AND OF CERTIFICATE OF
LIMITED PARTNERSHIP. For the admission to the Partnership of any successor
Partner, the Partnership shall take all steps necessary and appropriate to
prepare and record or file as soon as practicable an amendment of this
Agreement and the Certificate of Limited Partnership and may for this purpose
exercise the power of attorney granted pursuant to Section 1.04.

ARTICLE XII.
WITHDRAWAL OR REMOVAL

SECTION 12.01. WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNERS.

(a) Any transfer by a General Partner of all of its
Partnership Units pursuant to Section 10.02 or the exchange of all of its
Partnership Units pursuant to the Unit Exchange Agreement shall constitute the
withdrawal of the General Partner for purposes of, and may be effected only in
accordance with, this Section 12.01 and in the case of the Company, shall be
further subject to the provisions of Section 6.03. A General Partner may not
withdraw from the Partnership as General Partner unless: (i) it gives at least
90 days prior written notice of such withdrawal to the other Partners; (ii)
such withdrawal shall have been approved by the Consent of the Contract
Subcommittee; and (iii) a successor General Partner shall have been elected by
the Consent of the Contract Subcommittee; provided, however, that such transfer
shall not relieve the General Partner of any of its obligations hereunder
unless the transferee has been adjudged by the Consent of the Contract
Subcommittee (which consent shall not be unreasonably withheld) to be a Person
that has at least such comparable financial strength and technical and
managerial capabilities and know-how sufficient for it to perform its duties
and obligations hereunder and it has assumed all preexisting liabilities and
obligations of the General Partner. The notice and election described above
shall not be required in connection with a withdrawal resulting from a transfer
of all of the General Partner's Partnership Units to an Affiliate Successor,
but the General Partner shall not be relieved of any of its obligations
hereunder without the Consent of the Contract Subcommittee required under the
third sentence of Section 10.02(a).

(b) A General Partner may be removed if such
removal is for Nonperformance and if such removal is approved with the Consent
of the Contract Subcommittee. Such removal shall be effective immediately
subsequent to the admission of a successor General Partner who shall be subject
to the qualifications of Section 12.01(a) hereto. The right to remove a
General Partner shall not exist or be exercised unless: (i) the General Partner
has received notice of such Nonperformance; (ii) an arbitration panel (the
procedure for which shall be established by the Contract

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<PAGE> 42
Subcommittee) has determined Nonperformance of the General Partner; and (iii)
the Partnership has received an opinion of counsel (which may be counsel
selected by the Consent of the Contract Subcommittee) that the removal of the
General Partner and the selection of a successor General Partner (a) would not
cause the loss of limited liability pursuant to Delaware law of the Limited
Partners under this Agreement, and (b) would not cause the Partnership to be
treated as an association taxable as a corporation for federal income tax
purposes.

(c) A General Partner will be discharged from, and
the Partnership or any Person or Persons continuing the business of the
Partnership in the event it has dissolved, shall assume and pay, as they
mature, all Partnership obligations and liabilities that exist on the date of a
General Partner's removal or Approved Withdrawal from the Partnership and,
except as otherwise expressly provided herein, will hold the General Partner
harmless from any action or claim arising or alleged to arise from such assumed
obligations and liabilities accruing after such date. The Partnership or any
such Person or Persons continuing the business of the Partnership will promptly
pay all creditors as of such date or notify such creditors: (i) of the
withdrawal or removal of such General Partner, as the case may be; (ii) of the
discharge of such General Partner from all of the Partnership's obligations and
liabilities; and (iii) of the assumption thereof by the Partnership or such
Person or Persons continuing the business of the Partnership. The Partnership
or such Person or Persons continuing the business of the Partnership if the
Partnership has dissolved shall use reasonable efforts to procure and execute
an agreement from creditors of the Partnership discharging such General Partner
from liability to such creditors as of the date of such removal or Approved
Withdrawal of such General Partner. Nothing contained in this Section 12.01
shall relieve a General Partner of any liability it may have as of the date of
its removal under Section 6.10(b). As used in this Section 12.01(c), the term
"APPROVED WITHDRAWAL" shall mean a withdrawal of a General Partner following
the election of a successor General Partner by the Consent of the Contract
Subcommittee pursuant to the second sentence of Section 12.01(a) and approval
by the Consent of the Contract Subcommittee of such successor General Partner's
financial strength and technical and managerial capabilities and know-how
pursuant to the proviso to the second sentence of Section 12.01(a) or, in the
case of an Affiliate Successor, approval by the Consent of the Contract
Subcommittee of such Affiliate Successor's financial strength and technical and
managerial capabilities and know-how pursuant to the third sentence of Section
10.02(a).

(d) On the removal of a General Partner, and the
election of a successor General Partner, the interest of a General Partner in
the Partnership shall be converted into Partnership Units of a Limited
Partner.

SECTION 12.02. WITHDRAWAL OF LIMITED PARTNER. A Limited
Partner that shall have withdrawn from the Partnership shall have no further
rights hereunder.

ARTICLE XIII.
DISSOLUTION AND LIQUIDATION

SECTION 13.01. DISSOLUTION. The Partnership shall dissolve on
the occurrence of any of the following events:

(a) December 31, 2048;

(b) the withdrawal of a General Partner, or any
other event that results in its ceasing to be a General Partner such as the
removal, bankruptcy or dissolution of the General Partner (other than by reason
of a transfer pursuant to Section 10.02 or withdrawal effective following
selection

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of a successor pursuant to Section 12.01) unless at the time OCC, Teleglobe
Mobile or the Company or a successor to OCC, Teleglobe Mobile or the Company
remains a General Partner of the Partnership;

(d) any other event that under the Delaware Act
would cause dissolution of the Partnership, except as otherwise provided
herein; or

(e) with the Special Consent of the Partners, as
set forth in Section 6.02(b)(iv).

For purposes of this Section 13.01, bankruptcy of a General
Partner shall be deemed to have occurred when: (i) it commences in good faith
and under appropriate circumstances a voluntary proceeding or files in good
faith and under appropriate circumstances an answer or other pleading admitting
or failing to contest the material allegations of a petition filed against it
in any involuntary proceeding, which voluntary or involuntary proceeding seeks
a liquidation, reorganization or other relief under any bankruptcy, insolvency
or other similar law now or hereafter in effect; (ii) it is adjudged bankrupt
or insolvent, or has entered against it a final and non-appealable order for
relief under any bankruptcy, insolvency or similar law now or hereafter in
effect; (iii) it executes and delivers a general assignment for the benefit of
its creditors; (iv) it seeks, consents to or acquiesces in the appointment of a
trustee, receiver or liquidator for it or for all or any substantial part of
its properties; or (v) (A) any proceeding of the nature described in clause (i)
above has not been dismissed 120 days after the commencement thereof or (B) the
appointment without its consent or acquiescence of a trustee, receiver or
liquidator appointed pursuant to clause (ii) above has not been vacated or
stayed within 90 days of such appointment, or (C) such appointment is not
vacated within 90 days after the expiration of any such stay.

SECTION 13.02. CONTINUATION OF THE BUSINESS OF THE PARTNERSHIP
AFTER DISSOLUTION.

To the extent permitted by the Delaware Act, on dissolution of
the Partnership in accordance with Section 13.01(b), (d) or (e), the remaining
Partners may elect to reconstitute the Partnership and continue its business on
the same terms and conditions set forth in this Agreement if on the affirmative
vote of a majority of the remaining Partners, the Partners agree in writing (a)
to continue the business of the Partnership and (b) to the appointment, if
necessary, effective as of the date of withdrawal, of a successor General
Partner. Unless such an election is made within 90 days after dissolution, the
Partnership shall conduct only those activities necessary to wind up its
affairs. If such an election is made within 90 days after dissolution, then:

(i) the reconstituted Partnership shall continue
unless earlier dissolved in accordance with this Article XIII;
and

(ii) all necessary steps shall be taken to cancel
this Agreement and the Certificate of Limited Partnership and
to enter into a new partnership agreement and certificate of
limited partnership as soon as practicable.

SECTION 13.03. WINDING UP AND LIQUIDATION.

(a) On dissolution of the Partnership other than
pursuant to Section 6.12, unless the Partnership is continued under an election
to reconstitute and continue the Partnership pursuant to Section 13.02, a
liquidator or liquidating committee selected by the Consent of the Partners,

39
<PAGE> 44
shall be responsible for the winding up of the affairs of the Partnership and
the distribution of its assets. The Person or Persons who assume such
responsibility (whether they be OCC or Teleglobe Mobile or not) are referred to
herein as the "LIQUIDATOR." In connection with a winding up of the affairs of
the Partnership, the Liquidator shall cause an accounting to be made of the
assets and liabilities of the Partnership. If any liability is contingent or
uncertain in amount, a reserve will be established in such amount as the
Liquidator deems reasonably necessary. On satisfaction or other discharge of
such contingency, the amount of the reserve not required, if any, will be
distributed as provided in this Section 13.03.

(b) The Liquidator (if other than OCC or Teleglobe
Mobile) shall be entitled to receive such compensation for its services as may
be approved by the Consent of the Partners. The Liquidator shall agree not to
resign at any time without fifteen days' prior written notice and (if other
than OCC or Teleglobe Mobile) may be removed at any time, with or without
cause, by notice of removal signed by the Consent of the Partners. On
dissolution, removal or resignation of the Liquidator, a successor and
substitute Liquidator (who shall have and succeed to all rights, powers and
duties of the original Liquidator) shall within thirty days thereafter be
selected by the Consent of the Partners. The right to appoint a successor or
substitute Liquidator in the manner provided herein shall be recurring and
continuing for so long as the functions and services of the Liquidator are
authorized to continue under the provisions hereof, and every reference herein
to the Liquidator will be deemed to refer also to any such successor or
substitute Liquidator appointed in the manner herein provided. Except as
expressly provided in this Article XIII, the Liquidator appointed in the manner
provided herein shall have and may exercise, without further authorization or
consent of any of the parties hereto, all of the powers conferred on the
Committee under the terms of this Agreement (but subject to all of the
applicable limitations, contractual and otherwise, on the exercise of such
powers) to the extent necessary or desirable in the good faith judgment of the
Liquidator to carry out the duties and functions of the Liquidator hereunder
for and during such period of time as shall be reasonably required in the good
faith judgment of the Liquidator to complete the winding up and liquidation of
the Partnership as provided for herein.

(c) The Liquidator shall liquidate the assets of the
Partnership, and apply and distribute the proceeds of such liquidation in the
following order of priority, unless otherwise required by mandatory provisions
of applicable law:

(i) to the payment of Partnership creditors,
including Partners in respect of loans or guaranteed payments,
in order of priority provided by law;

(ii) to the establishment of reasonable
reserves for contingencies; and

(iii) to the Partners in proportion and to the
extent of the positive balances in their respective Capital
Accounts (determined after applying the provisions of Article
V).

(d) The Liquidator shall be authorized to sell any,
all or substantially all of the assets of the Partnership for deferred payment
obligations, and to hold, collect and otherwise administer any such obligations
or any other deferred payment obligations held or acquired as assets of the
Partnership, regardless of the terms of such obligations.

(e) A reasonable time, including, without
limitation, any time required to collect deferred payment obligations, shall be
allowed for the orderly liquidation of the assets of the

40
<PAGE> 45
Partnership and the discharge of liabilities to creditors so as to enable the
Liquidator to minimize the normal losses attendant on the liquidation. On the
Liquidator's compliance with the foregoing distribution plan, the Partners
shall execute, acknowledge, swear to and cause to be filed a Certificate of
Cancellation of the Partnership.

(f) If, in the process of collecting any deferred
payment obligation generated by a sale of assets of the Partnership, the
Partnership reacquires any such assets, and if, at such time, OCC or Teleglobe
Mobile remains a General Partner and the same so determines, the Partnership
shall be reconstituted with the Consent of the Partners on the terms and
conditions hereof.

SECTION 13.04. CANCELLATION OF CERTIFICATE OF LIMITED
PARTNERSHIP. On the completion of the distribution provided for in Section
13.03, the Partnership shall be terminated, and the Liquidator (or the General
Partners and the Limited Partners if necessary) shall cause the cancellation of
the Certificate of Limited Partnership and all qualifications of the
Partnership as a foreign limited partnership in jurisdictions other than the
State of Delaware and shall take such other actions as may be necessary to
terminate the Partnership.

SECTION 13.05. RETURN OF CAPITAL. Except as otherwise
expressly provided herein, the General Partners shall not be personally liable
for the return of the Capital Contribution of the Limited Partners, or any
portion thereof, it being expressly understood that any such return shall be
made solely from Partnership assets.

SECTION 13.06. WAIVER OF PARTITION. Each Partner hereby waives
any rights to partition of Partnership property.

SECTION 13.07. DEFICIT ON LIQUIDATION. On liquidation, the
Partners shall not be obligated to the Partnership for any deficit in their
Capital Accounts.

ARTICLE XIV.
AMENDMENT OF PARTNERSHIP AGREEMENT;
MEETINGS; RECORD DATE

SECTION 14.01. AMENDMENTS TO BE ADOPTED WITHOUT THE CONSENT OF
THE PARTNERS. The Committee, without the Consent of the Partners, may amend
any provision of this Agreement, and execute, swear to, acknowledge, deliver,
file and record whatever documents may be required in connection therewith, to
reflect:

(a) a change in the name of the Partnership approved
with the Consent of the Partners or a change in the location of the principal
place of business of the Partnership;

(b) a change that the Committee, based on the
opinion of outside counsel, reasonably acceptable to the General Partners
furnished to all the Partners, has determined to be reasonable and necessary or
advisable (i) to qualify or continue the qualification of the Partnership as a
limited partnership or a partnership in which the limited partners have limited
liability under the laws of any state or (ii) to ensure that the Partnership
will not be treated other than as a partnership for federal income tax
purposes;

(c) a change: (i) that the Committee, based on the
opinion of outside counsel reasonably acceptable to the General Partners,
furnished to all the Partners, has determined is necessary or desirable to
satisfy any requirements, conditions or guidelines contained in any opinion,

41
<PAGE> 46
directive, order, ruling or regulation of any U.S. federal or state agency or
judicial authority or contained in any U.S. federal or state statute,
compliance with any of which the Partnership deems to be in the best interests
of the Partners; or (ii) that is expressly required or expressly contemplated
by this Agreement or is otherwise herein expressly permitted to be made by the
Partnership;

(d) immaterial amendments to correct any mistake or
clear omission or to reflect the surrender of any rights or the assumption of
any additional responsibilities by the General Partners; or

(e) any amendment necessary to give effect to the
issuance and sale of Additional Partnership Units permitted by Sections 4.04
and 4.09 hereof or to give effect to the admission of any Limited Partners
pursuant thereto, including such amendments to Article V hereof as are
necessary to give effect to any allocations of Income or Loss to the holder of
such Additional Partnership Units and any distributions to be made to such
holders and do not adversely affect the other Partners.

SECTION 14.02. AMENDMENT PROCEDURES. Except as provided in
Section 14.01, all amendments to this Agreement shall be made in accordance
with the following requirements. Subject to Sections 6.02 (b) (i) and 14.01,
any proposed amendment shall be effective only on the Consent of the Committee
and the Consent of the Partners, provided, that no amendment adversely
affecting the Capital Account or other economic rights of any Partner shall be
made without such Partner's consent. Promptly after the adoption of an
amendment to this Agreement as provided hereunder, the Partnership shall
forward a copy of such amendment to each Partner.

ARTICLE XV.
GENERAL PROVISIONS

SECTION 15.01. ADDRESSES AND NOTICES. The address of each
Partner for all purposes shall be the address as set forth on the signature
page of this Agreement or such other address of which each other Partner has
received written notice. All notices, requests, demands and other
communications required or permitted to be given under this Agreement shall be
sent to the party to whom the notice is to be given by telex, fax (confirmed by
first class mail, postage prepaid), telegram or first class mail, postage
prepaid and properly addressed as provided in this Agreement (in each case such
notice shall be deemed to have been duly given on the day the notice is first
received by such party) or to such other address or Person as may be designated
by a party, by notice given in accordance with this Section.

SECTION 15.02. TITLES AND CAPTIONS. All article or section
titles or captions in this Agreement are for convenience only, shall not be
deemed part of this Agreement and shall in no way define, limit, extend or
describe the scope or intent of any provisions hereof. Except as specifically
provided otherwise, references to "Articles" and "Sections" are to Articles and
Sections of this Agreement.

SECTION 15.03. PRONOUNS AND PLURALS. Whenever the context may
require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa.

SECTION 15.04. FURTHER ACTION.

42
<PAGE> 47

(a) The parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement.

(b) At any time or times, on the request of the
Partnership, the Partners hereby agree to sign and swear to any certificate
required by Delaware or other applicable law, to sign and swear to any
amendment to or cancellation of any such certificate whenever such amendment or
cancellation is required by or appropriate under law, to sign and swear to or
acknowledge similar certificates or affidavits or certificates of fictitious
firm name, trade name or the like (and any amendments or cancellations thereof)
required by or appropriate under the laws of Delaware or any other jurisdiction
in which the Partnership does or proposes to do business, and cause the filing
of any of the same for record wherever such filing shall be required by law.

SECTION 15.05. BINDING EFFECT. This Agreement shall be
binding on and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns.

SECTION 15.06. CREDITORS. None of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditors of the
Partnership.

SECTION 15.07. WAIVER. No failure by any party to insist on
the strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent on a breach thereof
shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition.

SECTION 15.08. COUNTERPARTS. This Agreement may be executed
in counterparts, all of which together shall constitute one agreement binding
on all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become
bound by this Agreement immediately on affixing its signature hereto
independently of the signature of any other party.

SECTION 15.09. DISPUTE RESOLUTION.

(a) The parties shall attempt to resolve by good
faith and diligent negotiation any dispute, controversy or claim between them
arising out of or relating to this Agreement, or the breach, termination or
invalidity thereof. If such parties are unable to resolve the matter within
thirty (30) days of the submission of such controversy or claim to such
parties, any of the parties may remove the controversy or claim for arbitration
in accordance with Section 15.10(b).

(b) Any controversy or claim that is not resolved
under Section 15.09(a) shall be settled by final and binding arbitration in New
York, New York in accordance with the then existing U.S. domestic rules of the
American Arbitration Association ("AAA") (to the extent not modified by this
Section 15.10). In the event that more than one claim or controversy arises
under this Agreement, such claims or controversies may be consolidated in a
single arbitral proceeding. The arbitral tribunal shall be composed of three
neutral arbitrators. Each of OCC, Teleglobe Mobile and the Company (acting
through the Independent Company Members) shall appoint one arbitrator. If any
party shall fail to appoint an arbitrator within thirty 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. Judgment on any award
rendered by the arbitrators may be entered in any court having jurisdiction or

43
<PAGE> 48
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 15.10. ENTIRE AGREEMENT. This Agreement constitutes
the entire agreement among the parties with respect to the subject matter
hereof and supersedes any prior agreement or understanding among the parties
with respect to the subject matter hereof.

SECTION 15.11. BINDING EFFECT: ASSIGNMENT. Neither this
Agreement nor any interests 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 parties.

SECTION 15.12. 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 15.13. APPLICABLE LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS. REFERENCES
HEREIN TO TEMPORARY OR FINAL TREASURY REGULATIONS ALSO REFER TO CORRESPONDING
PROVISIONS OF SUCCESSOR AND SUPERSEDING REGULATIONS.

SECTION 15.14. INVALIDITY OF PROVISIONS. If any provision of
this Agreement is or becomes invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby, unless the effect would be to materially
and adversely affect the economic rights of any Partner.

44
<PAGE> 49
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

ORBCOMM CORPORATION
General Partner
2455 Horse Pen Road
Herndon, Virginia 20171

By:
---------------------------------------------
Name: Scott L. Webster
--------------------------------------
Title: President and Chief Executive Officer
--------------------------------------

ORBITAL COMMUNICATIONS CORPORATION
General Partner
c/o Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166

By:
---------------------------------------------
Name: Scott L. Webster
--------------------------------------
Title: President
--------------------------------------

TELEGLOBE MOBILE PARTNERS
General Partner
c/o Teleglobe Inc.
1000 rue de la Guachetiere ouest
Montreal (Quebec)
Canada H3B4X5

By: Teleglobe Mobile Investments Inc.
its Managing Partner

By:
----------------------------------------
Name: Andre Bourbonnais
---------------------------------
Title: Secretary
---------------------------------

45
<PAGE> 50

SCHEDULE A
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
PARTNER CAPITAL CONTRIBUTION PARTNERSHIP INTEREST
- ------------------------------------------------------------------------------
<S> <C> <C>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>

PARTNERSHIP UNITS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
# OF PARTNERSHIP
DATE PARTNER UNITS CAPITAL CONTRIBUTION
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 10.4.2

AMENDMENT NO. 2
TO
RESTATED MASTER AGREEMENT

This Amendment No. 2 to Restated Master Agreement ("Amendment No. 2")
is made and entered into this --- day of _______, 1998 by and among Orbital
Sciences Corporation ("Orbital"), Orbital Communications Corporation
("ORBCOMM"), Teleglobe Inc. ("Teleglobe") and Teleglobe Mobile Partners
("Teleglobe Mobile").

W I T N E S S E T H

WHEREAS, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile previously
entered into a Restated Master Agreement dated as of September 12, 1995 (the
"Restated Master Agreement"), as amended by Amendment No. 1 to the Restated
Master Agreement dated February 5, 1997; and

WHEREAS, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile desire to
further amend and modify the Restated Master Agreement.

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Terms used but not otherwise defined herein shall have the
meanings assigned thereto in the Restated Master Agreement.

SECTION 2. Section 4.1(d) of the Restated Master Agreement is hereby
amended to replace the number "900,000" appearing therein with the number
"1,100,000."

SECTION 3. Section 10.2 of the Restated Master Agreement is hereby
deleted in its entirety and replaced with the following:

"10.2 Transfer of FCC Licenses for the ORBCOMM System.
Subject to the receipt of all necessary governmental approvals,
including all approvals required under the rules and regulations
of the FCC, on the Change of Control of Orbital, Orbital agrees
to cause ORBCOMM to transfer to ORBCOMM Global at no additional
cost any and all FCC licenses then held by ORBCOMM relating to
the construction, launch or operation of the ORBCOMM System."

<PAGE> 2

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
the Restated Master Agreement as of the day and year first above written.

ORBITAL SCIENCES CORPORATION

By:
------------------------------------
Name: Jeffrey V. Pirone
Title: Executive Vice President and
Chief Financial Officer

ORBITAL COMMUNICATIONS CORPORATION

By:
--------------------------------
Name: Scott L. Webster
Title: President

TELEGLOBE INC.

By:
------------------------------------
Name: Claude Seguin
Title: Executive Vice President,
Finance and Chief Financial
Officer

TELEGLOBE MOBILE PARTNERS

By: Teleglobe Mobile Investment Inc.,
its Managing Partner

By:
------------------------------
Name: Claude Seguin
Title: Chairman of the Board and
Chief Executive Officer

<PAGE> 1
EXHIBIT 10.5.5

AMENDMENT NO. 5 TO
ORBCOMM SYSTEM PROCUREMENT AGREEMENT

This Amendment No. 5 ("Amendment No. 5") to ORBCOMM System Procurement
Agreement is entered into this ___ day of _______, 1998 between ORBCOMM Global,
L.P. ("ORBCOMM Global") and Orbital Sciences Corporation ("Orbital")

WITNESSETH

WHEREAS, the parties previously entered into ORBCOMM System Procurement
Agreement dated as of September 12, 1995 (the "Procurement Agreement"); and

WHEREAS, the parties wish to amend certain terms and conditions of the
Agreement as provided herein;

NOW THEREFORE, the parties agree as follows:

ARTICLE 1 - DEFINITIONS

Terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Procurement Agreement.

ARTICLE 2 - AMENDMENTS

Section 2.7 of the Procurement Agreement is hereby deleted in its entirety
and replaced with the following:

Section 2.7 - Regulatory Matters. Orbital, directly or
indirectly through its subsidiary ORBCOMM, shall use all commercially
reasonable efforts (a) to obtain and maintain the required United
States regulatory authority needed to construct, launch and operate
the Satellites and operate the ORBCOMM System, (b) to obtain and
maintain FCC regulatory authority for the operation of type-approved
subscriber terminals for use in connection with the ORBCOMM System,
and (c) to take reasonable actions in any regulatory proceedings to
defend any claims against any regulatory authority granted to Orbital
or ORBCOMM in connection with the ORBCOMM System or to oppose any
application by competing systems that use frequencies below 1 GHz.
In connection therewith, Orbital, directly or indirectly through
ORBCOMM, may in its reasonable discretion contract with third
parties, including but not limited to ORBCOMM Global, for the
provision of such consulting or other services as Orbital may deem
necessary or desirable to enable it to fulfill its

1
<PAGE> 2

obligations under this Section 2.7.

ARTICLE 3 - MISCELLANEOUS

Section 3.1 Except as otherwise provided in Exhibit H, this Amendment
No. 5 shall be construed in accordance with and governed by the laws of the
Commonwealth of Virginia, without giving effect to the provisions, policies or
principles thereof related to choice or conflict of laws.

Section 3.2 No changes to the Procurement Agreement are authorized hereby
except as otherwise specified in this Amendment No. 5.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 as of
the day and year first above written.

ORBCOMM GLOBAL, L.P.

By:
--------------------------------
Name: Robert F. Latham
Title: President

ORBITAL SCIENCES CORPORATION

By:
--------------------------------
Name: Richard J. Hampton
Title: Senior Director, Contracts

<PAGE> 1
EXHIBIT 10.6.1

CONSENT TO AMENDMENT

Each of the undersigned hereby consents to the amendment of the Restated
Proprietary Information and Non-Competition Agreement dated as of September 12,
1995 by and among Orbital Sciences Corporation, Orbital Communications
Corporation, Teleglobe Inc., Teleglobe Mobile Partners, ORBCOMM Global, L.P.,
ORBCOMM USA, L.P. and ORBCOMM International Partners, L.P., in the form attached
hereto as Exhibit A, as of this ___ day of _______, 1998.

ORBITAL SCIENCES CORPORATION

By:
---------------------------------
Name: Jeffrey V. Pirone
Title: Executive Vice President and
Chief Financial Officer

TELEGLOBE INC.

By:
---------------------------------
Name: Claude Seguin
Title: Executive Vice President, Finance and
Chief Financial Officer

ORBITAL COMMUNICATIONS CORPORATION

By:
--------------------------------
Name: Scott L. Webster
Title: President

<PAGE> 2

TELEGLOBE MOBILE PARTNERS

By: Teleglobe Mobile Investment Inc., its
Managing Partner

By:
----------------------------
Name: Claude Seguin
Title: Chairman of the Board and
Chief Executive Officer

ORBCOMM GLOBAL, L.P.

By:
-------------------------------
Name: Scott L. Webster
Title: Chairman and Chief Executive Officer

ORBCOMM USA, L.P.

By:
-------------------------------
Name: Robert F. Latham
Title: President

ORBCOMM INTERNATIONAL PARTNERS, L.P.

By:
-------------------------------
Name: Alan L. Parker
Title: President
<PAGE> 3
PROPRIETARY INFORMATION
AND NON-COMPETITION AGREEMENT

THIS PROPRIETARY INFORMATION AGREEMENT (this "AGREEMENT") is made and
entered into as of _______ ___, 1998 by and between Orbital Sciences
Corporation, a Delaware corporation ("ORBITAL"), ORBCOMM Global, L.P., a
Delaware limited partnership ("ORBCOMM") and Teleglobe Inc., a Canadian
corporation ("TELEGLOBE").

W I T N E S S E T H:

WHEREAS, Orbital and Teleglobe have entered into agreements with
Orbital Communications Corporation ("OCC"), Teleglobe Mobile Partners
("Teleglobe Mobile") and ORBCOMM for the development, construction, operation
and marketing of a global, digital satellite communications system of
low-Earth orbit satellites intended to provide two-way data and messaging
communications throughout the world and related activities in connection
therewith; and

WHEREAS, Orbital and Teleglobe wish to enter into this Agreement
setting forth their understanding concerning the protection of confidential
and proprietary information that may be disclosed to each other in connection
with the foregoing and to provide for a non-competition covenant.

NOW, THEREFORE, in consideration of the foregoing premises, the
agreements and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 Except as otherwise specified herein, capitalized terms shall have the
meanings ascribed to such terms in Appendix C to the Master Agreement dated
as of June 30, 1993 by and among Orbital, OCC, Teleglobe and Teleglobe
Mobile, as amended and restated from time to time, which Appendix is
incorporated herein by reference.

ARTICLE II
PROPRIETARY INFORMATION

2.1 PROPRIETARY INFORMATION. For purposes of this Agreement, "PROPRIETARY
INFORMATION" shall mean written or oral information of any kind that is
disclosed to a party to this Agreement (the "RECEIVING PARTY") by another
party to this Agreement (the "DISCLOSING PARTY") and designated as
proprietary information and clearly identified as "confidential,"
"restricted,"

<PAGE> 4

"proprietary," or bearing similar notice of classification, including, but not
limited to, technical, financial and business information and models, and any
information, reports, plans, market projections, data or any other confidential
and proprietary information, together with analyses, work papers, compilations,
comparisons, studies, documents, terms, conditions, correspondence, facts or
other materials that contain, summarize or are based upon any of the foregoing;
provided, however, that "Proprietary Information" shall not include information
that:

(a) is or hereafter becomes publicly available through no wrongful
act of the Receiving Party;

(b) is known by the Receiving Party without any proprietary
restrictions at the time of receipt of such information from
the Disclosing Party or becomes rightfully known to the
Receiving Party without proprietary restrictions from a source
other than the Disclosing Party;

(c) is independently developed by the Receiving Party by Persons
who did not, directly or indirectly, have access to the
Proprietary Information:

(d) is obligated to be produced under order of a court of
competent jurisdiction or a valid administrative or
governmental subpoena or demand, provided that the Receiving
Party promptly notifies in writing the Disclosing Party of
such event so that the Disclosing Party may seek an
appropriate protective order; or

(e) is required to be disclosed pursuant to applicable law, rule
or regulation, to the extent of such requirement.

2.2 RESTRICTIONS ON DISCLOSURE AND USE.

(a) The Receiving Party agrees that except with the prior written
consent of the Disclosing Party or as otherwise specifically
provided herein, it will not, during and for a period of five
(5) years after the term of this Agreement, use, disclose or
otherwise disseminate such Proprietary Information to any
Person.

(b) Except as necessary to perform its obligations under any of
the Definitive Agreements, the Receiving Party shall not make
any use of the Disclosing Party's Proprietary Information for
its own benefit or for the benefit of any other Person.

(c) The Receiving Party shall not disclose all or any part of the
Disclosing Party's Proprietary Information to any officers,
directors, employees, banks, advisers, affiliates, agents or
representatives (collectively, "REPRESENTATIVES") of the
Receiving Party except on a need-to-know basis. Such
Representatives shall be informed of the confidential and
proprietary nature of the Proprietary Information and of the
obligations imposed on the Receiving Party by the provisions
of this Agreement.

3
<PAGE> 5

(d) Each party to this Agreement shall maintain the other parties'
Proprietary Information with at least the same degree of care
such party uses to maintain its own proprietary information.
The Receiving Party shall immediately advise the Disclosing
Party in writing of any misappropriation or misuse by any
Person of the Disclosing Party's Proprietary Information of
which the Receiving Party is aware.

2.3 RETURN OF PROPRIETARY INFORMATION. All Proprietary Information in
whatever form shall be promptly returned by the Receiving Party to the
Disclosing Party upon written request by the Disclosing Party if the
Disclosing Party or the Receiving Party terminates its participation in
development, construction, operation and marketing of the ORBCOMM System,
provided that any materials prepared by a Receiving Party containing
Proprietary Information need not be returned to the Disclosing Party if the
Receiving Party destroys such materials and confirms such destruction in
writing to the Disclosing Party within ten (10) days of the termination of
this Agreement.

ARTICLE III
REMEDIES

3.1 INDEMNIFICATION. Each party hereto (an "Indemnifying Party") shall
indemnify and save harmless each other parties and its respective Affiliates
and Representatives, if any, (individually, an "INDEMNIFIED PARTY") from and
against any claims, demands, actions, causes of action, judgments, damages,
losses (which shall include any diminution in value), liabilities, costs or
expenses (including, without limitation, interest, penalties and reasonable
attorneys' and experts' fees and disbursements) that may be made against any
Indemnified Party or which any Indemnified Party may suffer or incur as a
result of, arising out of or relating to any violation, contravention or
breach of this Agreement by such Indemnifying Party.

3.2 INJUNCTIVE RELIEF. (a) Each Receiving Party acknowledges that the
Proprietary Information of the Disclosing Party is central to the Disclosing
Party's business and was developed by or for the Disclosing Party at a
significant cost.

(b) Each party acknowledges that damages would not be an adequate
remedy for any breach of this Agreement by another party and that a party may
obtain injunctive or other equitable relief to remedy or prevent any breach
or threatened breach of this Agreement by another party. Such remedy shall
not be deemed to be the exclusive remedy for any such breach of this
Agreement, but shall be in addition to all other remedies available at law or
in equity.

ARTICLE IV
TERMINATION

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<PAGE> 6

4.1 This Agreement shall terminate on the earlier of OCC or Teleglobe
Mobile ceasing to be both a general and limited partner of ORBCOMM.

ARTICLE V
MISCELLANEOUS

5.1 SEPARABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof, or affecting the validity or
enforceability of such provision in any other jurisdiction.

5.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes
any prior written and oral agreement or understanding relating to the subject
matter hereof (including, but not limited to, the Orbital/ORBCOMM
Non-Disclosure Agreement and the Teleglobe Non-Disclosure Agreement).

5.3 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.

5.4 NOTICES. 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 by telecopy or delivered
in person addressed as follows:

(a) If to Orbital, to it at:

21700 Atlantic Boulevard
Dulles, Virginia 20166
Telecopy: (703) 406-3509
Attention: Executive Vice President and General Manager/
Communications and Information Systems Group

(b) If to ORBCOMM, to it at:

2455 Horse Pen Road
Suite 100
Herndon, Virginia 20171
Telecopy: (703) 406-3508
Attention: President

5
<PAGE> 7

1000 rue de La Gauchetiere ouest
Montreal, Quebec
Canada H3B 4X5
Telecopy: (514) 868-8153
Attention: Executive Vice President, Corporate Development
and Corporate Secretary

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 answerback is received, (ii) if given by reputable overnight
courier, one (1) business day after being delivered to such courier, or (iii)
if given by any other means, when received at the address specified in this
Article.

5.5 AMENDMENT; WAIVER. Except as provided otherwise herein, this Agreement
may not be amended nor may any rights hereunder be waived except by an
instrument in writing signed by all the parties hereto.

5.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and
permitted assigns; provided, that Article III hereof shall also inure to the
benefit of ORBCOMM Corporation as provided in Section 3.3. Neither this
Agreement nor any interests 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 parties.

5.7 GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York, without giving effect to
the provisions, policies or principles thereof relating to choice or conflict
of laws.

5.8 HEADINGS. The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

6
<PAGE> 8

IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Agreement as of the day and year first above written.

ORBITAL SCIENCES CORPORATION

By:
Name:
Title:

TELEGLOBE INC.

By:
Name:
Title:

ORBCOMM GLOBAL, L.P.

By:
Name: Robert F. Latham
Title: President

<PAGE> 1
EXHIBIT 10.16

ORBITAL COMMUNICATIONS CORPORATION

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made and entered into
as of the ____ day of ____, 1998, by and between Orbital Communications
Corporation, a Delaware corporation ("OCC"), with its principal place of
business located at 21700 Atlantic Boulevard, Dulles, Virginia 20166-6801
and ORBCOMM Global, L.P., a Delaware limited partnership ("Consultant"), with
its principal place of business located at 2455 Horse Pen Road, Herndon,
Virginia 20171.

W I T N E S S E T H:

WHEREAS, the Consultant has expertise in particular areas
relevant to OCC's business;

WHEREAS, the Consultant desires to provide advice and other
services to OCC that draw upon such expertise; and

WHEREAS, OCC desires to employ the Consultant to render advice
and other services to OCC that draw upon the Consultant's expertise.

NOW THEREFORE, in consideration of the mutual promises and
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

ARTICLE I.
SCOPE

Consultant shall furnish to OCC the advice and services described
in Exhibit A hereto, as such Exhibit may be modified from time to time by
mutual agreement of the parties (the "Services"). The Services shall be
performed at such times as are mutually agreeable to the parties. The
Services shall be performed with the authorization of and under the direction
of the President of OCC.

ARTICLE II.
TERM

The term of this Agreement shall commence on the date hereof and
shall continue until such time as is mutually agreeable to OCC and
Consultant, unless earlier terminated by one of the parties in accordance
with Article IV.

ARTICLE III.
CONSIDERATION
<PAGE> 2

Subject to the terms and conditions of this Agreement, as
compensation for the Services, OCC shall pay the Consultant as follows:

(a) for the period commencing on the date hereof and
ending on December 31, 1998, the sum of $80,000; $40,000 of which shall be
payable on August 1, 1998 and $40,000 of which shall be payable on December
1, 1998.

(b) for the periods following December 31, 1998, such fee
as is mutually agreeable to OCC and Consultant, as determined by negotiation
in good faith by each of OCC and Consultant.

ARTICLE IV.
TERMINATION

This Agreement shall terminate automatically without further
action by either party on the transfer of the Federal Communications
Commission licenses for the low-Earth orbit satellite-based communications
system controlled by OCC from OCC to Consultant. This Agreement may also be
terminated immediately on any breach of its terms by either party. In the
event of termination, OCC shall be subject to no liability, except to pay
Consultant for the Services performed up to and including the date of
termination in accordance with Article III. The provisions contained in
Article V shall survive termination of this Agreement.

ARTICLE V.
GOVERNING LAW

This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without giving effect to the
conflict or choice of law provisions thereof.

ARTICLE VI.
ASSIGNMENT

This Agreement and the rights and obligations of the parties
hereunder may not be assigned by either party without the prior written
consent of the other.

ARTICLE VII.
SEVERABILITY

If any provision of this Agreement, or the application thereof,
shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby, but rather shall be
enforced to the maximum extent permissible under applicable law.

<PAGE> 3

ARTICLE VIII.
NOTICES

All notices and other communications hereunder shall be in
writing and shall be deemed given upon receipt if delivered personally or by
facsimile (answerback received), one (1) business day after being sent by
express or overnight mail, or three (3) business days after being sent by
registered or certified mail, return receipt required, postage prepaid, to
the parties at the following addresses (or at such other address for a party
as shall be specified by like notice, provided that such notice shall be
effective only upon receipt thereof):

(a) If to OCC:

Orbital Communications Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166-6801
Attention: President
Facsimile: (703) 406-3508

(b) If to Consultant:

ORBCOMM Global, L.P.
2455 Horse Pen Road
Suite 100
Herndon, Virginia 20171
Attention: Legal Department
Facsimile: (703) 406-5933

with copies to

Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166
Attention: Legal Department
Facsimile: (703) 406-5572

and

Teleglobe Inc.
1000 rue de la Gauchetiere ouest
Montreal, Quebec
Canada H3B 4X5
Attention: Legal Department
Facsimile: (514) 868-8025

<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

ORBITAL COMMUNICATIONS ORBCOMM GLOBAL, L.P.
CORPORATION

By: By:
----------------------------- --------------------------------
Scott L. Webster Scott L. Webster
President Chief Executive Officer

<PAGE> 5

EXHIBIT A

Consulting Services To Be Performed

Subject to OCC's supervision and review, ORBCOMM shall provide to
OCC regulatory, technical, legal and administrative support before the U.S.
Federal Communications Commission (the "FCC") and other appropriate
regulatory bodies. Such support shall include, but not be limited to:

1. assisting in the coordination of any and all interference matters in
connection with the grant of OCC's second round Little LEO licensing
application with other Little LEO system licensees;

2. assisting in the prosecution of a proposed modification request by OCC for
(a) the launch of three planes of eight satellites each to 45 degrees,
with a 120 degree relative right ascension; and (b) the launch of one
plane of eight satellites in an equatorial orbit; and

3. assisting generally in the defense of claims against any regulatory
authority granted to OCC and in the opposition of any application by a
competing system using frequencies below 1 GHz, which may include
participation in discussions and negotiations with other existing or
proposed Little LEO licensees, reviewing filings with the FCC and
providing technical analysis of other Little LEO or other systems.

<PAGE> 1
EXHIBIT 10.19

COMPANY ADMINISTRATIVE SERVICES AGREEMENT

This Company Administrative Services Agreement ("Agreement")
is entered into as of ________, 1998 by and between ORBCOMM Global, L.P., a
Delaware limited partnership ("ORBCOMM Global") and ORBCOMM Corporation, a
Delaware corporation (the "Company").

W I T N E S S E T H:

WHEREAS, the Company has requested that ORBCOMM Global, and
ORBCOMM Global has agreed to, provide to the Company certain administrative and
other related services.

NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

SECTION 1 - SERVICES TO BE PROVIDED

Section 1.1 - Services. ORBCOMM Global shall provide to the
Company the services specified on Schedules 1 and 2 hereto (the "Services").

Section 1.2 - Manner of Furnishing Services. ORBCOMM Global
shall render and perform the Services as an independent contractor in
accordance with the standards it employs for furnishing such services to itself
or its subsidiaries at the time the Services are provided, subject to the
provisions of this Agreement and to all applicable governmental laws, rules and
regulations. Notwithstanding the foregoing, in providing the Services, ORBCOMM
Global and its officers and employees shall not be responsible, or have any
liability, for the accuracy, completeness or timeliness of any advice or
service or any report, filing or other document that it or any of them
provides, prepares or assists in preparing except to the extent that any
inaccuracy, incompleteness or untimeliness arises from the gross negligence or
willful misconduct of ORBCOMM Global or such officers or employees. The
Company shall indemnify, defend and hold harmless ORBCOMM Global and its
officers and employees from and against any and all damage, cost, loss,
liability and expense (including reasonable attorneys' fees) in connection with
any and all actions or threatened actions arising out of the performance of the
Services, except in circumstances where the party who would otherwise be
indemnified hereunder has not met the standard of care described in the
preceding sentence. In no event shall ORBCOMM Global or its officers or
employees be liable for any indirect, special or consequential damages in
connection with or arising out of the performance of the Services.

Section 1.3 - Quality of Services. The parties agree to
cooperate in good faith to resolve on a commercially reasonable basis any
disputes that may arise under this Agreement.
<PAGE> 2
SECTION 2 - PROVISION OF OFFICE SPACE

Section 2.1. - Office Space. ORBCOMM Global shall provide to
the Company, for its use on an as-needed basis, office space at ORBCOMM
Global's facilities located at 2455 Horse Pen Road, Suite 100, Herndon,
Virginia 20171 (the "Office Space").

Section 2.2 - Compliance with Leases. The Company agrees to
comply with, and shall benefit from, the terms and conditions of any leases or
similar instruments relating to any facilities in which ORBCOMM Global provides
the Company space under this Agreement. At the Company's request, ORBCOMM
Global shall provide the Company with copies of such leases or instruments,
including any amendments.

SECTION 3 - TERM OF AGREEMENT

Subject to the provisions of Section 4 hereof, the term of
this Agreement shall commence on March 23, 1998 and shall continue so long as
any of the categories of Services or Office Space is provided by ORBCOMM Global
to the Company (the "Term"); provided that, the Company shall have the right to
terminate the provision by ORBCOMM Global of any or all of the categories of
Services or the Office Space on furnishing ORBCOMM Global ninety (90) days
prior written notice. On termination of this Agreement for any reason, ORBCOMM
Global shall invoice ORBCOMM for any remaining amounts due under Section 4.

SECTION 4 - PRICE

Section 4.1 - Office Space. The total price per month for the
Office Space in any facility shall be based on the Company's occupied useable
square footage as a percentage of total useable square footage in such facility
occupied by the Company and shall be equal to the Company's pro rata portion of
all ORBCOMM Global's monthly costs and expenses relating to the applicable
facility, including but not limited to, rent, mortgage (including interest),
operating expenses, taxes, building maintenance, utilities, janitorial
services, landscaping, management fees and leasehold improvement amortization
for interior buildout.

Section 4.2 - Use and Occupancy Services. The Company shall
compensate ORBCOMM Global for the Use and Occupancy Services as described in
Schedule 1 on a cost reimbursable basis pursuant to this Section 4.2. Under
this Section 4.2, "cost" is based on an allocation to the Company of a portion
of the "use and occupancy cost pool" calculated by ORBCOMM Global, which
allocation shall be based on the Company's pro rata share of the entire pool's
productive labor expenses (defined as gross labor less personal leave, holiday
pay and miscellaneous leave). On the Company's request, ORBCOMM Global shall
provide monthly to the Company a budget versus actual variance report in order
to update the status of pool expenses. When the Company is no longer receiving
any of the Use and Occupancy Services or using any of the assets described in
Schedule 1, then the Company shall no longer be required to pay ORBCOMM

3
<PAGE> 3
Global under this Section 4.2

Section 4.3 - Administrative and Executive Management
Services. The Company shall compensate ORBCOMM Global for the Administrative
and Executive Management Services as specified in Schedule 2 on a cost
reimbursable basis, based on costs actually incurred. Costs actually incurred
for labor are based on a salaried rate per hour plus fringe benefits and
overhead.

Section 4.4 - Additional Services. From time to time, ORBCOMM
Global may provide, at the Company's reasonable request, additional services
that are not currently described in Schedule 1, subject to the parties prior
agreement as to the determination of pricing in accordance with Section 4.2 or
Section 4.3.

Section 4.5 - Taxes. The prices set forth herein are
exclusive of any state or local sales, use or property taxes (except to the
extent included in the price charged for office space under Section 4.1 above),
or taxes of a similar nature (excluding any income taxes payable on amounts
earned by ORBCOMM Global hereunder) that ORBCOMM Global shall pay either
directly to the taxing authority or as a reimbursement to the other party.
Such taxes shall be due and payable by the Company as and when paid by ORBCOMM
Global.

SECTION 5 - PAYMENT TERMS

Section 5.1 - Payment Date. Within fifteen (15) days after
the end of each calendar month, ORBCOMM Global shall invoice the Company for
Services provided by ORBCOMM Global to the Company, together with any unbilled
or unpaid charges for any prior month. Such invoice shall set forth in detail
information supporting the amount of such invoice and shall be due and payable
by the Company within thirty (30) days of receipt thereof by the Company. The
Company shall make payments to ORBCOMM Global on the first business day of each
month for the Office Space at the price per month determined under Section 4.1
above. To the extent practicable, ORBCOMM Global shall cause vendors to
directly bill the Company for any services provided to ORBCOMM under this
Agreement. Such bills shall be paid by the Company in accordance with their
terms. Invoices for Office Space and Services not paid within thirty (30) days
of receipt shall be considered delinquent and shall incur a 10% late fee, which
will be based on the outstanding amount due. Any such late fees incurred are
due and payable by the Company on receipt of notice of such delinquency.

Section 5.2 - Maintenance of Records. ORBCOMM Global shall
maintain those records necessary to support the amount set forth on its
invoices and the amount charged for the Office Space and Services.

SECTION 6 - MISCELLANEOUS

Section 6.1 - Notices. All notices given under this Agreement
must be in writing and sent by hand delivery, by overnight courier or by
facsimile transmission (answerback received), to:

4
<PAGE> 4
ORBCOMM:

ORBCOMM Corporation
2455 Horse Pen Road
Suite 100
Herndon, Virginia 20171
Facsimile: (703) 406-5308
Attention: President and Chief Executive Officer

ORBCOMM Global:

ORBCOMM Global, L.P.
2455 Horse Pen Road
Suite 100
Herndon, Virginia 20171
Facsimile: 703-406-5933
Attention: Senior Vice President and General Counsel

or to such other persons or addresses as either party may designate by written
notice to the other. All such notices sent to ORBCOMM Global or ORBCOMM shall
be effective on the date of actual receipt.

Section 6.2 - Binding Effect; Assignment. This Agreement
shall be binding on the parties and their permitted successors and assigns.
Neither this Agreement nor any interests or obligations hereunder shall be
assigned or transferred (by operation of law or otherwise) to any person
without the prior consent of the other party.

Section 6.3 - Entire Agreement. This Agreement and all
attachments (which are hereby made part of this Agreement) contain the entire
understanding between ORBCOMM and ORBCOMM Global and supersede all prior
written and oral understandings relating to the subject hereof. No
representations, agreements, modifications 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.

Section 6.4 - 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 Commonwealth of Virginia, without giving effect to the
conflict or choice of law provisions thereof. Neither party may bring any
action for a claim under this Agreement later than one (1) year after the
termination or expiration of this Agreement.

Section 6.5 - Waiver. It is understood and agreed that no
failure or delay by either ORBCOMM or ORBCOMM Global or ORBCOMM Global 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

5
<PAGE> 5
privilege hereunder. No waiver of any terms or conditions of this Agreement
shall be deemed to be a waiver of any subsequent breach of any conditions of
any term or condition. All waivers must be in writing and signed by the party
sought to be bound.

Section 6.6 - 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.

Section 6.7 - 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.

6
<PAGE> 6
IN WITNESS WHEREOF, the parties have caused this
Administrative Services Agreement to be executed as of the day and year first
above written.

ORBCOMM GLOBAL, L.P.

By:
---------------------------------------------
Name: Robert F. Latham
Title: President and Chief Operating Officer

ORBCOMM CORPORATION

By:
---------------------------------------------
Name: Scott L. Webster
Title: President and Chief Executive Officer

7
<PAGE> 7
SCHEDULE 1

USE & OCCUPANCY SERVICES

MIS - ORBCOMM Global shall provide the Company access to ORBCOMM Global's data
processing system during all such times as such system is in operation and in
accordance with ORBCOMM Global's customary practices.

Security and Facilities Support - ORBCOMM Global shall provide security for the
Office Space in a manner consistent with ORBCOMM Global's customary practice.
ORBCOMM Global shall provide mail room and mail distribution services
(including postage and shipping) and janitorial and other facility maintenance
services to the Company in a manner consistent with ORBCOMM Global's customary
practice. Special shipping requirements of the Company, including but not
limited to, postage for mass mailings and package expenses exceeding $100, will
be billed directly to the Company at cost on actual use.

Supplies and Furniture - ORBCOMM Global shall provide to the Company all
standard office support requirements (including but not limited to office
supplies including paper, pencils, pens, etc.) in a manner consistent with
ORBCOMM Global's customary practice. The Company shall reimburse ORBCOMM
Global for any increased cost associated with the purchase of non-standard
office furniture, supplies and equipment.

Telephone Switchboard and Communications Services - ORBCOMM Global shall
provide general receptionist services to the Company and provide access to
local, long distance and WATS service telephone lines and equipment (including
facsimile equipment) used to access such communications services of the type
used by ORBCOMM Global employees on the date of this Agreement. ORBCOMM Global
shall remain responsible for such communications equipment, including taking
all reasonable actions to assure that such equipment remains in good working
order.

8
<PAGE> 8
SCHEDULE 2

ADMINISTRATIVE AND EXECUTIVE MANAGEMENT SERVICES

Accounting - ORBCOMM Global shall provide to the Company the services of its
financial and accounting staff to perform any and all accounting functions of
or required to be performed by the Company in the ordinary course of business,
including but not limited to, maintenance of the Company's books and records,
provision of payment services and preparation of the Company's financial
statements. ORBCOMM Global shall maintain appropriate and necessary records to
enable it to perform such functions on behalf of the Company, in a manner
consistent with ORBCOMM Global's customary practice.

Taxes - ORBCOMM Global shall prepare and file or cause to be prepared and
filed, on behalf of the Company, any and all federal, state, local and foreign
income, property, sales and use or other applicable tax returns required to be
filed by the Company; provided, that the Company shall be required to make any
and all associated payments directly to the taxing authority. ORBCOMM Global
shall maintain appropriate and necessary records to enable it to determine all
income, property, sales and use taxes attributable to the Company, in a manner
consistent with ORBCOMM Global's customary practice. ORBCOMM Global shall be
responsible for making appropriate, necessary and timely filings of any and all
such tax returns on behalf of the Company, and shall hold the Company harmless
in the event it does not exercise due care in fulfilling this responsibility.
The Company shall be responsible for making appropriate, necessary and timely
remittances and shall hold ORBCOMM Global harmless in the event it does not
exercise due care in fulfilling this responsibility.

Legal Services - ORBCOMM Global shall provide to the Company the services of
its legal staff to perform any and all legal services required to be performed
on behalf of the Company in the ordinary course of business, including but not
limited to, preparation and filing of any and all reports required to be filed
by the Company with the Securities and Exchange Commission, preparation of
annual reports to the shareholders of the Company and assistance in the
preparation of notices for and minutes of meetings of the Board of Directors
and shareholders of the Company. To the extent necessary, ORBCOMM Global shall
maintain appropriate and necessary records to enable it to fulfill such
responsibility, consistent with ORBCOMM Global's customary practice.

Insurance - ORBCOMM Global shall provide (a) directors and officers insurance,
(b) property and casualty insurance, (c) workers compensation insurance, (d)
auto liability insurance, (e) general liability insurance, (f) fiduciary
liability insurance, (g) employee dishonesty insurance, (h) transit insurance
and (i) aviation products insurance to the Company. The insurance described
above shall be provided on a cost-reimbursable basis.

Meeting Facilities - ORBCOMM Global shall provide to the Company, on reasonable
prior request of the Company and to the extent available, the use of conference
rooms and/or common space included in the Office Space or otherwise occupied by
ORBCOMM Global in support of meetings held by the Company in the ordinary
course of business, including but not limited to, meetings of the Board of
Directors or shareholders of the Company. Any services provided by ORBCOMM
Global in connection with any such meetings, including food and beverages and
other associated services, will be billed directly to the Company at cost.

Graphics and Duplication, Other Equipment - ORBCOMM Global shall provide the
Company the use of any and all black-and-white and color photocopy,
audio-visual and other similar equipment of ORBCOMM Global to the extent
required in connection with the ordinary course

9
<PAGE> 9
activities of the Company.

Special Services - On the request of the Company from time to time, ORBCOMM
Global shall provide additional executive management services (including but
not limited to legal advice, financial advice, operating advice, public
relations support, regulatory support, lobbying activities, government
relations support, etc.) to the Company in a manner consistent with ORBCOMM
Global's customary practice.

General Administration - Services provided by ORBCOMM Global with respect to
administering this Agreement shall be charged under this category.

<PAGE> 1
EXHIBIT 23.1

To The Board of Directors
ORBCOMM Corporation:

We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP
Washington, DC
July 1, 1998

<PAGE> 1
EXHIBIT 99.1

CONSENT OF WAN AISHAH WAN HAMID

ORBCOMM Corporation
2455 Horse Pen Road, Suite 100
Herndon, Virginia 20171

Ladies and Gentlemen:

I hereby consent to the reference, in the Registration Statement on
Form S-1 (Reg. No. 333-50599) of ORBCOMM Corporation ("the Company") and the
Prospectus included therein, to my becoming a director of the Company.

Dated: June 29, 1998 /s/ Wan Aishah Wan Hamid
------------------------------
Wan Aishah Wan Hamid