EMPLOYMENT AGREEMENT



                  The parties to this Employment Agreement (the "AGREEMENT") are

Jerome Eisenberg (the "Executive"), residing at 346 Hillcrest Road, Englewood,

New Jersey 07631, and ORBCOMM Inc. (the "COMPANY"), a company organized under

the laws of Delaware, with offices located at 2115 Linwood Avenue, Fort Lee, NJ

07024 and 21700 Atlantic Boulevard, Dulles, Virginia 20166.



                  The Company desires to provide for the Executive's employment

by the Company, and the Executive desires to accept such employment under the

terms and conditions contained herein, and the parties hereto have agreed as

follows:



                  1. EMPLOYMENT. The Company shall employ the Executive, and the

Executive shall serve the Company, as Chief Executive Officer and Chairman of

the Board with duties and responsibilities compatible with those positions, as

such compatible duties and responsibilities are adjusted from time to time in

the discretion of the Company's Board of Directors (the "BOARD"). The Executive

agrees to devote his full time, attention, skill, and energy to fulfilling his

duties and responsibilities hereunder. The Executive's services shall be

performed principally at the Company's executive offices in Fort Lee, N.J. and

operational offices in Dulles, VA, and he will be required to travel

periodically between the Company's offices in Dulles, Virginia and Fort Lee, New

Jersey.



                  2. TERM OF EMPLOYMENT. The Executive's employment under this

Agreement shall commence on June 1, 2006 (the "START DATE") and shall continue

until December 31, 2008, unless sooner terminated pursuant to the provisions of

Section 4 (the "TERM"). The parties hereto may extend the Term by a written

agreement, signed by both parties, that specifically references this Agreement.

Upon the natural expiration of the Term (or any extended Term), (a) the

Executive's employment will become "at-will" and will be terminable by either

party hereto for any reason not prohibited by law or for no reason, and with or

without notice, and (b) Section 4(e) below shall no longer be applicable.



                  3. COMPENSATION. As full compensation for the services

provided under this Agreement, the Executive shall be entitled to receive the

following compensation during the Term:



                  (a) Base Salary. During the Term, the Executive shall be

entitled to receive an annual base salary (the "BASE SALARY") of $355,000. Any

Base Salary increase will be subject to the sole discretion of the Board. Base

Salary payments hereunder shall be made in arrears in substantially equal

installments (not less frequently than monthly) in accordance with the Company's

customary payroll practices for its other executives, as those practices may

exist from time to time. If the Company hires an employee with an annual base

salary that is higher than the Base Salary while the Executive is serving as the

Company's Chief Executive Officer, then effective as of the date of hiring such

employee the Base Salary payable to the Executive shall be increased to an

amount equal to the annual base salary of such employee, plus five percent (5%).

If the Executive is no longer serving as the Company's Chief Executive Officer





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but continues to serve as the Company's Chairman of Board, then the Executive's

annual compensation shall equal the then current Base Salary less $155,000.



                  (b) Bonus. For each fiscal year during the Term, beginning

with the 2006 fiscal year, the Executive shall also be eligible to receive a

bonus (the "BONUS"), which shall be payable in cash or cash equivalent.



                  No Bonus will be paid unless the Company meets or exceeds 90%

of the applicable performance targets for that fiscal year (the "TARGETS"). If

the Company achieves 90% of the Targets, the Bonus will be equal to 18% of the

Executive's base salary then in effect. If the Company achieves 100% of the

Targets, the Bonus will be equal to 80% of the Executive's base salary then in

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