ORBCOMM INC.

                             STOCKHOLDERS AGREEMENT



          THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered

into as of February 17, 2004, by and among ORBCOMM Inc., a Delaware corporation

(the "Company"), each of the persons and entities listed on Exhibit A hereto

(each, a "Preferred Stockholder" and, collectively, the "Preferred

Stockholders") and the persons and entities listed on Exhibit B hereto (each a

"Common Stockholder" and, collectively, the "Common Stockholders").



          WHEREAS, the Common Stockholders are the beneficial owners of an

aggregate of 8,486,901 shares of the Common Stock of the Company ("Common

Stock");



          WHEREAS, the Preferred Stockholders are holders of all of the

Company's outstanding shares of Series A Preferred Stock (the "Preferred

Stock");



          WHEREAS, the parties desire to enter into this Agreement in order to

protect the management and control of the Company.



          NOW, THEREFORE, in consideration of the premises and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree hereto as follows:



          1. Definitions.



          1.1 "Affiliates" shall mean, with respect to any Person, any Person

which, directly or indirectly through one or more intermediaries, controls, is

controlled by or is under common control with such Person or any Affiliate of

such Person, including, without limitation, any partner, officer, director,

member or employee of such Person and any venture capital fund now or hereafter

existing which is controlled by or under common control with one or more general

partners or shares the same management company with such Person.



          1.2 "Common Stock Equivalents" shall mean the Common Stock and shares

of Common Stock issued or issuable upon conversion of the Preferred Stock or

exercise of any option, warrant or other security or right of any kind

convertible into or exchangeable for Common Stock; provided that, for purposes

of calculating a Stockholder's pro rata participation rights pursuant to this

Agreement, the Common Stock Equivalents held by a Stockholder shall include the

number of Common Stock Equivalents of the Company held by Orbcomm Asset Holdings

allocable to such Stockholder, if any, based on the number of shares of fully

paid capital stock of Orbcomm Asset Holdings held by such Stockholder.



          1.3 "Common Stockholders" shall have the meaning given in the first

paragraph hereof, but shall also include their Permitted Transferees and Persons

required to become additional parties to this Agreement pursuant to Section 8,

and Trust Beneficiaries upon distribution of the Common Stock held by the Trust.



          1.4 "Holdings" shall mean ORBCOMM Holdings LLC, a Delaware limited

liability company.



{PAGE}



          1.5 "Members of Holdings" shall mean the holders of membership

interests in Holdings.



          1.6 "Notice of Transfer" shall mean a written notice which shall (i)

specifically identify the Third Party to whom a Stockholder proposes to Transfer

Shares pursuant to a bona fide Third Party Offer, (ii) include a copy of such

Third Party Offer and (iii) be irrevocable for at least the applicable notice

periods set forth in Articles 3 and 4.



          1.7 "Offered Shares" shall mean the Shares proposed to be Transferred

to a Third Party by a Stockholder pursuant to a Notice of Transfer.



          1.8 "Orbcomm Asset Holdings" means Orbcomm Asset Holdings Ltd., a

Cayman Islands limited company.



          1.9 "Permitted Transferees" shall mean, in the case of a Stockholder

that is a natural person, the spouse (including widow) or issue of the

Stockholder, a trust that benefits the Stockholder and/or his spouse (including

widow), issue or a charity or any Person controlled by such a trust or an entity

controlled directly or indirectly by the Stockholder (including individual

retirement accounts).

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