PRIVILEGED  AND  CONFIDENTIAL
ORBCOMM  LLC  DCN#  USVAR03-009

                                   ORBCOMM LLC

U.S.  VALUE  ADDED  RESELLER  AGREEMENT


This  U.S. Value Added Reseller Agreement ("Agreement") is entered into this 1st
day  of  August  2003,  by and between ORBCOMM LLC, a Delaware limited liability
company  ("ORBCOMM"),  with  its  offices  located  at 21700 Atlantic Boulevard,
Dulles,  Virginia  20166,  and  NIGHTHAWK  SYSTEMS,  INC.,  a Nevada corporation
("Reseller"),  with  its  offices located at 8200 East Pacific Place, Suite 204,
Denver,  Colorado  80231.

                              W I T N E S S E T H:

     WHEREAS,  ORBCOMM  operates  a  system  that  provides  low-Earth  orbit
satellite-  based  data  communication  services;  and

     WHEREAS,  Reseller  desires  to  market  and  sell access to and use of the
ORBCOMM  System  in  the  Territory  solely  with  respect  to  the  Application
(as  defined  herein  below)  in  accordance  with  the terms of this Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  covenants  and  agreements
contained  herein,  and  for  other  good  and  valuable  consideration,  the
receipt  and  sufficiency  of  which  is hereby acknowledged, the parties hereto
agree  as  follows:


SECTION  1  -  DEFINITIONS

     (a)     "Administrative   Charges"   shall   mean   the   standard
charges   and   fees   of  ORBCOMM   for   performing   administrative   changes
with   respect   to   particular   Subscriber  Communicators as set forth on the
Pricing  Rate  Schedule.

     (b)     "Affiliate"  shall  mean,  with  respect  to  any  Person  (i)  any
other  Person  that,  directly  or  indirectly  through  one  or  more
intermediaries,  controls,  is  controlled  by  or  is under common control with
such  Person.  As  used herein, the term "control" means possession, directly or
indirectly,  of  the  power  to  direct  or  cause  the  direction  of  the
management  or  policies  of  a  Person, whether through the ownership of voting
securities,  by  contract  or  otherwise.

     (c)     "Agent" shall mean a  Person (other than a Reseller or an Affiliate
of Reseller) that  is  authorized  pursuant  to  Section  12  hereof  to  market
and  sell  access  to  and  use  of  the  ORBCOMM  System  on Reseller's behalf.

     (d)     "Application"  shall  mean  the  application  used  by  Reseller
and  described  on  Exhibit  B and such other Applications as may be approved in
writing  by  ORBCOMM  in  its  sole  discretion  and which shall be described by
written  amendment  to  Exhibit  B.


     (e)     "Billing  Cycle"  shall  mean  that  period  selected  by  ORBCOMM
for  billing charges incurred by Reseller and due ORBCOMM; provided that ORBCOMM
may  from  time  to  time  change  such  period  upon  notice  to  Reseller.

     (f)      "Billing  Cycle  Amount"  shall  mean, with respect to any Billing
Cycle, the sum of all charges incurred for such Billing Cycle (or, to the extent
not  previously  billed,  any prior Billing Cycle), including Usage Charges (pro
rated  for  the  number  of  days  during  such  Billing  Cycle  each Subscriber
Communicator  is  provisioned),  Provisioning  Charges,  Administrative  Charges
and  Miscellaneous  Charges,  for  all  Subscriber  Communicators  in each case,
calculated  using  the  prices  set  forth  in  the  Pricing  Rate  Schedule.

Preamble.

(g)     "Effective  Date"  shall  mean  the  date  of  this  Agreement  as  set
forth  in  the

(h)     "Event  of  Default"  shall  have  the  meaning set forth in Section 13.

     (i)      "Facilities"  shall mean the satellites, ground segment equipment,
network control equipment, gateway Earth stations and other equipment comprising
the  ORBCOMM  System.

     (j)      "FCC"  shall  mean  the  United  States  Federal  Communications
Commission  or  any  successor  agency  thereto.

     (k)     "First-Line  Support"  shall  mean  customer  support  that  is
provided  using  a facility  that  is  staffed  by  trained  personnel  who  are
equipped,  among  other  things,  to  receive telephone,  facsimile  and  e-mail
inquiries  from  Subscribers  and  to  dispose  of  such  inquiries promptly  by
(i)  resolving  such  inquiries  and/or  (ii)  opening  trouble  tickets,  which
may  involve  elevating such inquiries to higher levels of support as necessary,
monitoring  the  resolution  process  and  informing  the  Subscriber  of  the
status  of  the  relevant  trouble  ticket  and  of  the  ultimate resolution of
the  trouble  ticket.   First-Line  Support also includes the ability to monitor
and  track  the  types  of  inquiries received and the status of such inquiries.

     (l)      "Governmental   Authority"   shall   mean   any   federal,
state,   local   or   other  governmental  agency  or  authority  of  the United
States  or  any  other  county.

(m)    "Minimum Billing Cycle Amount" shall mean the amount set forth in Section
7.

(n)     "Miscellaneous Charges" shall mean such miscellaneous charges of ORBCOMM
as  may  be  in  effect  from  time  to  time.

(o)     "Mutual  Non-Disclosure  Agreement"  shall  mean  the  Mutual
Non-Disclosure
Agreement  dated  as  of  January  30,  2003,  between  Reseller  and  ORBCOMM.

(p)     "ORBCOMM  Graphic  Identity  Manual"  shall  mean  the  ORBCOMM  Graphic
Identity Manual,  available,  upon written request  to  ORBCOMM, as such ORBCOMM
Graphic

Identity  Manual may be modified from time to time by ORBCOMM in accordance with
Section
6(a).

(q)     "ORBCOMM  Services"  shall  mean  services provided by ORBCOMM using the
ORBCOMM  System  from  time  to  time.

     (r)      "ORBCOMM  System"  shall  mean  the  low-Earth  orbit
satellite-based  data communication system operated by ORBCOMM or any successors
and  assigns  thereof.

     (s)     "Permits"  shall  mean  any  permits,  franchise,  license, license
exemption,  consent,  approval,  authorization,  registration,  equipment  type
approval,  or  import  approval;  the  issuance  of  which  is  required  by  a
Governmental  Authority  with  jurisdiction  in any country in the Territory, to
facilitate the provision of ORBCOMM Services by Reseller in accordance with this
Agreement.

     (t)      "Person"  shall  mean  an  individual  or  a  corporation,
partnership,  association,  trust  or  any  other  entity  or  organization.

     (u)     "Pricing  Rate  Schedule"  shall  mean the Pricing Rate Schedule, a
current  copy  of which is attached hereto as Exhibit C, which may be amended at
any  time  and  from  time  to time by ORBCOMM on at least sixty (60) days prior
written  notice  to  Reseller.

     (v)     "Provisioning  Charge"  shall  mean  the  charge  for  the
activation  of  a  particular Subscriber Communicator for use in connection with
the  ORBCOMM  System  in  the  Territory,  or  outside  the Territory if Roaming
Approved,  as  set  forth  on  the  Pricing  Rate  Schedule.

(w)    "Roaming"  shall  mean the temporary and pre-approved by ORBCOMM use of a
Subscriber  Communicator  outside  of  the  Territory.

(x)     "Roaming  Approved"  shall  mean  an  Application  which  has  been
approved  by
ORBCOMM  to  incorporate  roaming.

(y)     "Subscriber"  shall  mean  a  customer  purchasing  access  to  and  use
of  the
ORBCOMM  System  from  Reseller  or  an  Agent  of  Reseller.

     (z)     "Subscriber  Communicator"  shall  mean  the  equipment  used  by
Reseller  or  its  Agents  or  Subscribers  to  access  the  ORBCOMM  System,
incorporating  a  modem  which  has  been  Type  Approved  by  or  on  behalf of
ORBCOMM  for  use  with  the  ORBCOMM  System  and  to  which  a   physical
serial  number,   device  control  number,   radio   identification  codes,
and  a  Subscriber  Communicator  Address  have  been  assigned.

     (aa)   "Subscriber    Communicator    Address"   shall   mean   the
unique   subscriber  communicator  address  or  addresses  assigned  to  a
Subscriber  Communicator  for  use  within  the  ORBCOMM  System.

     (bb)   "Subscriber  Information"  shall  mean  any  information regarding a
Subscriber  or  Subscriber  Communicator  provided  to  ORBCOMM  by  Reseller,
Reseller's  Agents  or  Reseller's  employees during the term of this Agreement.

     (cc)  "Territory"  shall  mean the geographic or other market territory set
forth  in  Exhibit  A  hereto.

     (dd)   "Type  Approved"  shall  mean  the approval for use with the ORBCOMM
System  granted  by or on behalf of ORBCOMM to each model or type of modem based
on  ORBCOMM's  determination  that  such  model  or  type  of  modem  meets  the
requirements  set  forth  in  the  applicable   specifications   and
successfully  meets  the  testing  requirements  specified  in  each  applicable
subscriber  communicator  manufacturing  agreement.

     (ee)  "Usage  Charges"  shall  mean  the  per  unit  charges  incurred by a
Particular  Subscriber  Communicator  as set forth on the Pricing Rate Schedule.



SECTION  2  -  PURCHASE  OF  SERVICE;  NON-EXCLUSIVE  LICENSE

     (a)     Purchase and Sale.   ORBCOMM hereby agrees to sell to Reseller, and
Reseller  hereby  agrees  to  buy  from  ORBCOMM,  ORBCOMM  Services  pursuant
to  the  terms  of  this  Agreement  in  connection  with the use of the ORBCOMM
System  solely  within the Territory and solely with respect to the Application.

     (b)     Non-Exclusive License to Resell.  ORBCOMM hereby grants to Reseller
a  non-  exclusive  license  to  resell access to  and use of the ORBCOMM System
in  accordance with the terms  of this  Agreement  solely within  the  Territory
and  solely with respect  to  the  Application. Any purported resale by Reseller
to  a  prospective Subscriber outside of the Territory, other than with  respect
to  the  Application  or  other  than  pursuant  to  the  terms  and  conditions
of  this  Agreement,  shall  be  null  and  void.

     (c)     Non-Exclusive  License  to  Promote.   ORBCOMM  hereby  grants  to
Reseller  a  non-exclusive  license to promote, solicit and market access to and
use of the ORBCOMM System solely within the Territory and solely with respect to
the  Application.

     (d)     Sublicense.   Subject to Section 12, Reseller may sublicense Agents
to promote, solicit  and  market  access to  and  use  of the  ORBCOMM System on
Reseller's  behalf, provided that a Subscriber shall, in any event, purchase and
receive  services  directly  from  Reseller  and  not  from  any  Agent.



SECTION  3  -  TERM  OF  AGREEMENT

     Subject  to  the  provisions  of  this  Agreement,  the  term  of  this
Agreement  shall  commence  on  the  Effective  Date  and  continue  for  a
period  of  three  (3)  years  (hereinafter  the

"Initial  Term").   This Agreement may be renewed for further terms of three (3)
years  each  (each, together  with  the  Initial  Term,  the  "Term")  provided:
(i)  Reseller  first  notifies  ORBCOMM  in  writing of its desire to extend the
Agreement  at  least  ninety (90) days prior to the expiration of any such Term;
and,  (ii) ORBCOMM notifies the Reseller in writing of its desire to  extend the
Agreement  at  least  thirty (30) days prior to the expiration of any such Term.



SECTION  4  -  RESPONSIBILITIES  OF  RESELLER

     (a)     Promotion.   Reseller  shall  promote, solicit and market access to
and  use  of  the  ORBCOMM  System  within the Territory and with respect to the
Application.   Reseller  shall  use  all  reasonable  efforts  to  secure  and
retain  Subscribers  for  the  Application  in  the  Territory.  Reseller  shall
not  promote,  solicit  or  market  access  to  and  use  of  the  ORBCOMM
System or otherwise  take  any action  or  participate  in any activity that  is
reasonably  likely  to  result  in  the  promotion, solicitation or marketing of
access  to  and  use  of the ORBCOMM System outside of the Territory.   Reseller
shall  not promote, solicit or market access to the ORBCOMM System in connection
with  any  application  other  than  the  Application.

     (b)  Sales  Forecast. Reseller shall, no later than fifteen (15) days prior
to the commencement of each calendar month, provide ORBCOMM with a written sales
forecast,  substantially in the form of Exhibit D (the "Monthly Sales Forecast")
setting  forth  in  reasonable  detail the information requested. Reseller shall
prepare  the  Monthly  Sales  Forecast on the basis of the Resellers' good faith
estimate  of  projected  sales  and  on  the  basis  of  reasonable,  good faith
assumptions.

     (c)  Provisioning.  Reseller  shall  promptly notify ORBCOMM, in the manner
prescribed by ORBCOMM from time to time, of each Subscriber addition, Subscriber
Communicator  Address change, Subscriber suspension or deletion from the ORBCOMM
System or other change in the service requested by Subscriber. Reseller shall be
responsible  for  all  charges incurred from the date of any Subscriber addition
through  the  date  Reseller  properly  notifies  ORBCOMM  of  such Subscriber's
suspension, deletion or account transfer, Subscriber Communicator Address change
or other service change. In the event Reseller does not properly notify ORBCOMM,
in  the  manner  prescribed  by ORBCOMM, of a Subscriber suspension, deletion or
account  transfer,  Subscriber  Communicator  Address  change  or  other service
change,  Reseller  shall  be  responsible  for  all  charges  incurred  by  that
Subscriber  through  and  including  the business day following the business day
Reseller  properly notifies ORBCOMM of that Subscriber's suspension, deletion or
account  transfer,  Subscriber  Communicator  Address  change  or  other service
change.

     (d)     Payments.   Reseller  shall  be solely responsible for (i) billings
to  and  collections  from  its  Subscribers and (ii) all amounts due to ORBCOMM
under  Section 7 in accordance with invoices rendered by ORBCOMM with respect to
any  Subscriber  Communicator  under Reseller's account  regardless  of  whether
or  not  Reseller  bills  and/or  collects  from  its  Subscribers  in  the
manner  prescribed  by  ORBCOMM  from  time  to  time.

     (e)  Representations  and Warranties. Reseller shall not, and shall procure
that  its  Agents  shall  not,  make  any representation, warranty, indemnity or
similar  claim  concerning  the operation, performance, reliability, redundancy,
fitness  for  particular  purpose  or  similar  feature of the ORBCOMM System or
ORBCOMM  Services  except  as  specifically  set  forth  herein  and as shall be
consistent  with  any  and  all  written  documentation  provided  by ORBCOMM to
Reseller,  as  such  information  may  be  revised from time to time by ORBCOMM.

     (f)  Standards.  Reseller  shall,  and shall procure that its Agents shall,
employ  the  highest  standards  of  business  conduct in the performance of its
business  and  its obligations hereunder. Reseller shall, and shall procure that
its  Agents  shall,  not  do  anything  that  could  reasonably  be  expected to
discredit,  dishonor,  reflect adversely on or injure the reputation of ORBCOMM,
the  ORBCOMM  Services,  or  the  ORBCOMM  System.

     (g)     Support  and  Training.   Reseller  shall  provide adequate support
and  training  to its Subscribers with respect  to  the  access to  and  use  of
the  ORBCOMM  System  in  connection  with  the  Application.

     (h)  Demonstration  Units. Reseller shall not be entitled to the use of any
Subscriber  Communicators  as  demonstration  units  without the express, prior,
written  permission  of  ORBCOMM.  Reseller  shall  submit  to ORBCOMM a written
request  for  each  demonstration  unit  desired  which shall detail among other
things: (i) the number of demonstration units required by the Reseller; (ii) the
period  of  time the demonstration units will be required; (iii) the application
to  be  demonstrated;  and,  (iv)  the prospective customer. Demonstration units
provided to Reseller pursuant this Section 4(h) shall not be subject to any fees
except  for  Provisioning  Charges.  ORBCOMM  may  deactivate  an  unauthorized
demonstration  unit  at  any  time  with  or  without notice to the Reseller and
without  any  liability  to  the  Reseller  and  may  deactivate  an  authorized
demonstration  unit  at any time with or without notice following the expiration
of  the  relevant  demonstration  period.  Nothing  in  this  Section 4(h) shall
prohibit  Reseller  from activating Subscriber Communicators for it own account,
subject  to  the  Pricing  Rate Schedule, to be used for demonstration purposes.

     (i)      Contracts.   Reseller  shall  enter  into  a  contract  (which may
include  a  purchase  order  or  other  similar  binding  agreement)  with  each
of  its  Subscribers,  which  contract  shall  provide,  in  addition  to  such
other  terms  and  conditions  as Reseller  may require (provided such terms and
conditions do not conflict with any of the terms required by this Section 4(i)),
for  the  following  provisions  (and  any  other   provisions  that   ORBCOMM
may  from  time  to  time  reasonably  require  Reseller  to  include):

     (i)     Subscriber  shall not  have  and shall not  acquire any proprietary
interest  in  the  Subscriber Communicator Address or any other numbers or codes
associated  with  or  allocated  to  a  Subscriber  Communicator.

     (ii)    NONE  OF  ORBCOMM  OR  ANY  AFFILIATE  OF  ORBCOMM  HAS  MADE,  OR
SHALL  BE  DEEMED  TO  HAVE  MADE, ANY REPRESENTATIONS OR WARRANTIES  WHATSOEVER
WITH  RESPECT  TO  THE  ORBCOMM  SYSTEM

OR  THE ORBCOMM SERVICES. EACH OF ORBCOMM AND ITS AFFILIATES EXPRESSLY DISCLAIMS
WITH  RESPECT  TO  SUBSCRIBER  AND  SUBSCRIBER  EXPRESSLY  WAIVES,  RELEASES AND
RENOUNCES  ALL  WARRANTIES  OF  ORBCOMM  AND  ITS  AFFILIATES  ARISING BY LAW OR
OTHERWISE,  WITH BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR  FITNESS  FOR  A  PARTICULAR  PURPOSE;  (B) ANY IMPLIED WARRANTY ARISING FROM
COURSE  OF  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY WARRANTIES
AS  TO  THE ACCURACY, AVAILABILITY OR CONTENT OF THE ORBCOMM SYSTEM, THE ORBCOMM
SERVICES  OR  ANY OTHER SERVICES PROVIDED BY ORBCOMM OR ITS AFFILIATES USING THE
ORBCOMM  SYSTEM;  AND  (D)  ANY  WARRANTY UNDER ANY THEORY OF LAW, INCLUDING ANY
TORT, NEGLIGENCE, STRICT LIABILITY, CONTRACT OR OTHER LEGAL OR EQUITABLE THEORY.
NO  REPRESENTATION  OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO,
STATEMENTS  REGARDING  CAPACITY OR SUITABILITY FOR USE, THAT IS NOT CONTAINED IN
THIS  AGREEMENT  SHALL  BE DEEMED TO BE A WARRANTY BY ORBCOMM OR ITS AFFILIATES.

     (iii)  Subscriber  acknowledges  and  understands  that  it  shall bear all
responsibility,  risk  and  cost  associated with developing and maintaining its
business,  and  neither ORBCOMM nor its Affiliates shall be liable to Subscriber
for  any  costs  or damages caused by any failure or impaired performance of the
ORBCOMM  System  or  any  component  thereof.

     (iv) Subscriber acknowledges that ORBCOMM shall supply the ORBCOMM Services
on  a  good  faith efforts basis and that service failures and interruptions may
occur  and are difficult to assess as to cause or resulting damages. The parties
agree  that none of ORBCOMM nor its Affiliates shall be liable to Subscriber for
any  losses  or  damages  of  any  kind whatsoever arising out of any failure of
performance, error, omission, interruption, deletion, defect, delay in operation
or  transmission,  communication  line  failure,  theft  or  destruction  or
unauthorized  access  to,  alteration  of  or use of records associated with the
ORBCOMM System or the ORBCOMM Services, whether for breach of contract, tortious
behavior,  negligence  or  under  any  other  cause  of  action.

     (v)    IN  NO  EVENT  SHALL  ORBCOMM OR ITS AFFILIATES HAVE ANY OBLIGATION,
LIABILITY,   RIGHT,   CLAIM   OR   REMEDY   TO   SUBSCRIBER UNDER THIS AGREEMENT
FOR  LOSS  OF  USE,  REVENUE  OR  PROFIT  OR  ANY  OTHER INDIRECT, INCIDENTAL OR
CONSEQUENTIAL  DAMAGES.   In  addition,  in  no  event  shall  any  liability of
ORBCOMM  or  its  Affiliates  exceed  the  amount  of  One Thousand U.S. Dollars
(US$1,000.00).

     (vi)   Use  of  the ORBCOMM System or the ORBCOMM Services is authorized by
Governmental  Authorities  only  in  certain  countries,  and  is  permissible
only  when  all

Permits  have  been  received  from  the  applicable  Governmental  Authorities.
In addition, use of a Subscriber Communicator is only permissible if it has been
specifically  approved  for  use  in  that  country  or  territory.   For
information  on  those  countries  or  territories  in  which   use   of   the
ORBCOMM   System   is   authorized   and   whether   a   Subscriber Communicator
has  been  approved for use in another country or territory, please contact your
NightHawk  Systems,  Inc.  representative.

     (j)  First-Line  Support.  Reseller  shall  provide,  at  its  own cost and
expense,  First-  Line  Support  to  Subscribers.  Reseller  shall  diligently
investigate,  with  the  assistance of ORBCOMM, if such assistance is reasonably
requested  by  Reseller,  any  complaint  from  any  Subscriber  relating to the
provision of ORBCOMM Services to such Subscriber, and shall provide ORBCOMM with
a  summary  report  describing  those complaints deemed significant by Reseller,
which  report  shall  describe  the  reasons  for  such  complaint.

     (k) Inventory. Reseller shall maintain a sufficient inventory of Subscriber
Communicators  in  good  working  order  for  purposes of replacing defective or
malfunctioning units, spares and new account sales. Reseller shall work directly
with  the  providers  of  the Subscriber Communicators to ensure that Subscriber
Communicators  in  need  of  repair  shall  be  promptly  exchanged or repaired.

     (l)  Tax.  Reseller shall, and shall procure that its Agents shall, provide
ORBCOMM  with  a  valid  resale tax certificate, and accordingly, ORBCOMM is not
required  to collect from Reseller or its Agents any sales, use, excise or other
similar  tax  on  ORBCOMM  Services  provided  by ORBCOMM to Reseller. All other
applicable  transfer  taxes  and  filing,  recording,  registration, stamp, VAT,
documentary and other similar taxes and fees that are payable in connection with
this  Agreement  will  be  borne  by  and  be the obligation of Reseller and its
Agents.

     (m)    Standards.  Reseller shall comply, and shall procure that its Agents
shall  comply,  with  the  standards  established  by  ORBCOMM  for  use  its
service  marks,  trademarks and  trade names as contained in the ORBCOMM Graphic
Identity  Manual,  for  all  advertising,  promotional  and  Subscriber training
materials to be used or distributed by Reseller or its Agents in connection with
ORBCOMM,  the  ORBCOMM  System  or  any  ORBCOMM  Services.



SECTION  5  -  RESPONSIBILITIES  OF  ORBCOMM

     (a)     Access.  Subject  to  the  provisions  of  this  Agreement  and the
operational  policies  established  by  ORBCOMM  in  its  sole  discretion  from
time  to  time,  ORBCOMM  shall  provide  access  to  and  use  of  the  ORBCOMM
System  to  the  Subscribers  pursuant  to  the  terms  and  conditions  of this
Agreement.

     (b)     Invoices.   Following  the  end  of  a  Billing  Cycle,  ORBCOMM
shall  provide  an  invoice  to  Reseller  setting  forth  the  Billing  Cycle
Amount  charged  to  Reseller  for  such  Billing  Cycle.

     (c)     Licenses  and  Permits.  ORBCOMM  shall  use  all  commercially
reasonable  efforts  to maintain, or to cause its Affiliates to maintain, as the
case  may  be,  all  Permits  required  by  the  FCC  or  any  other  applicable
Governmental  Authority  for  ORBCOMM  to  provide  ORBCOMM  Services  in  the
Territory.

     (d)     Changes.   Upon  receipt  of  the  notice  referred  to  in Section
4(c),  ORBCOMM shall  effect  such  Subscriber  addition,  Communicator  Address
change,  Subscriber  deletion  or  suspension,  or  other change in service from
the  ORBCOMM  System  within  three  business  days  or  as  soon  thereafter as
practicable.


SECTION  6  -  TRADE     NAME,     TRADEMARKS     AND     OTHER    RIGHTS    AND
INTERESTS

     (a) Right to Use. Both parties acknowledge and agree that "ORBCOMM" and all
related  marks, logos and designs are service marks, trademarks and a trade name
of ORBCOMM or its Affiliates (collectively, the "ORBCOMM Marks"). ORBCOMM hereby
grants  to  Reseller rights to use such ORBCOMM Marks in the Territory solely in
connection  with  the  activities  authorized  under  this  Agreement  and  in
furtherance of the purposes of this Agreement, with the right to sublicense such
rights  to its Agents; provided, that such rights to use the ORBCOMM Marks shall
terminate  immediately  and  without  further  action  upon  the  termination or
expiration of this Agreement. Reseller shall, and shall cause its Agents who are
sublicensed  under  this  Agreement  to,  use  the ORBCOMM Marks in all of their
printed and electronic media material that refer to ORBCOMM, the ORBCOMM System,
ORBCOMM  Services  or  the Application, either directly or indirectly, in strict
conformity to all ORBCOMM's requirements for use of the ORBCOMM Marks, including
registry and trademark symbols set forth in the ORBCOMM Graphic Identity Manual,
and shall be subject to ORBCOMM's review from time to time at ORBCOMM's request.
ORBCOMM  shall  have  the  right  to  reject  any  use  of  the ORBCOMM Marks as
non-compliant  with  the ORBCOMM Graphic Identity Manual in its sole discretion.
ORBCOMM  shall have the right to modify the ORBCOMM Graphic Identity Manual from
time  to  time  after  giving  Reseller  not  less than five business days prior
written  notice  of such modification; provided, that for a period of six months
from  the  receipt of such notice, Reseller shall be entitled to continue to use
all  existing  marketing  materials  that  previously  complied with the ORBCOMM
Graphic  Identity  Manual.  Reseller  shall be responsible for ensuring that its
Agents  to whom it sublicenses the ORBCOMM Marks comply in all respects with the
terms  of  use  of  the  ORBCOMM  Marks as set forth herein, and Reseller hereby
agrees to indemnify, defend and hold harmless ORBCOMM from and against any loss,
expense  or  settlement arising from its Agents' failure to abide by such terms.

     (b)  Cooperation.  Reseller shall, and shall cause its Agents to, cooperate
with  ORBCOMM  in  providing support and any information that may be required in
defense  of  the ORBCOMM Marks as a result of the use thereof by Reseller or its
Agent(s)  pursuant  to  this  Agreement.

     (c) Revocation. ORBCOMM reserves the right to revoke the license to use the
ORBCOMM  Marks,  if,  in its sole discretion, it determines that Reseller or its
Agents  have  improperly  used  any  such  material.

     (d)  Prohibited  Acts.  Reseller agrees, and shall cause its Agents, not to
(i)  engage  in  any activities or commit any acts, directly or indirectly, that
may  contest, dispute or otherwise impair ORBCOMM's right, title and interest in
the ORBCOMM Marks, (ii) sublicense use of the ORBCOMM Marks to any other Person,
without the express written consent of ORBCOMM; (iii) attempt to register any of
the  ORBCOMM  Marks or any other trademarks confusingly similar thereto; or (iv)
use  any  trademarks  confusingly  similar  to the ORBCOMM Marks. This provision
shall  survive  termination  of  this  Agreement.

     (e)  Approvals.  Reseller  shall  be  required to obtain for itself and its
Agents  to  whom  it  has granted sublicenses under the ORBCOMM Marks, the prior
written  consent  of  ORBCOMM  for  (i) any advertising, packaging, promotional,
instructional  and billing materials that contain references to ORBCOMM, or (ii)
any use of the word "ORBCOMM" for a logo, trademark, service mark or trade name;
provided  that  if  such  materials  or use, as the case may be, comply with the
provisions  of ORBCOMM's Graphic Identity Manual with respect thereto, the prior
written  consent  of  ORBCOMM  shall  not  be required. Further, unless rejected
within  ten (10) days of receipt thereof by ORBCOMM, such materials or use shall
be  deemed  approved  by  ORBCOMM.



SECTION  7  -  FEES  AND  PAYMENT  TERMS

     (a)  Fees.  Reseller  shall pay to ORBCOMM (or its designee) the greater of
the  Billing  Cycle  Amount  or the Minimum Billing Cycle Amount for any Billing
Cycle  as  provided in this Section 7. For the first six (6) Billing Cycles, the
Minimum  Billing  Cycle Amount shall be $0.00. For the following six (6) Billing
Cycles,  the  Minimum  Billing Cycle Amount shall be $1,250.00. For each Billing
Cycle  thereafter,  the  Minimum  Billing  Cycle  Amount  shall  be  $2,500.00.

     (b)     Application  of  Amounts  Received.   Amounts  received  by ORBCOMM
shall  be  applied by ORBCOMM to amounts due and owing by Reseller to ORBCOMM in
the  following  order   of   priority:     (i)   to   all  expenses   (including
reasonable   attorney's   fees)   incurred   by  ORBCOMM  in  the  collection of
amounts  due  ORBCOMM;  (ii)  to  all  late  fees  due  and  owing  pursuant  to
paragraph  (d)  below;  (iii) to all past due Billing Cycle Amounts and; (iv) to
the  Billing  Cycle  Amount  for  the  Billing  Cycle  most  recently  ending.

     (c)     Currency.  All  amounts  to  be  paid  by Reseller pursuant to this
Section  7  shall be paid in full in U.S. Dollars within thirty (30) days of the
date  of  the  invoice.

     (d)  Method of Payment. All amounts to be paid by Reseller pursuant to this
Section 7 shall be paid by check or wire transfer of immediately available funds
in  accordance  with ORBCOMM's written instructions as set forth in the invoice.

     (e)     Late  Fees.  All  amounts  to  be paid by Reseller pursuant to this
Section  7  must  be  received  by  the  due date to be considered paid on time.
ORBCOMM  reserves the right to apply a late  payment  fee  on  any balances that
remain  unpaid  thirty  (30)  days  following  the  date  of  the invoice in the
amount  equal  to  the lesser of:   (i) one and one-half percent (1 %) per month
of  such  amount beginning on the date the payment was due, and (ii) the maximum
amount  allowed  under  applicable  law.

     (f)  Taxes.  The  charges  or  fees  set forth in the Pricing Rate Schedule
exclude  all present and future taxes, duties, required contributions or fees of
any  nature, including, but not limited to federal, state, national, provincial,
local  or  other  sales  or use taxes, fees, excises, property or gross receipts
taxes  or  fees, telecommunication taxes, license or access fees, or other taxes
or duties that may now or hereafter be levied on the services provided or on the
charges  or  fees  invoiced  to  Reseller  under  this  Agreement (collectively,
"Taxes").  Any  such  Taxes,  however  denominated, that may now or hereafter be
levied on the services provided or payments made under this Agreement, excluding
taxes  based on ORBCOMM's net income, shall be paid by Reseller and the relevant
amount  payable by Reseller shall be increased by such amount as is necessary to
make  the  actual amount received by ORBCOMM after such withholding equal to the
amount  that  would  have  been  received  had  no withholding been required and
Reseller shall make such withholding and pay the amount withheld to the relevant
taxation  authority.  Reseller  is  responsible  for  (i)  the payment of Taxes,
whether  they  are  concurrently  invoiced by ORBCOMM with the original invoiced
amount  or  subsequently invoiced by ORBCOMM, (ii) determining the applicability
to Reseller of the tax laws of the jurisdiction where delivery occurs, and (iii)
the  collection  and  payment  of  all  required  Taxes  from  its  Subscribers.

     (g)     Credits and Offsets.   In the event a credit is owed to Reseller by
ORBCOMM,  ORBCOMM  may provide  such  to  Reseller  by offsetting  amounts  owed
to  it  by  Reseller  in  an  amount  equal  to  such  credit.



SECTION  8  -  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

     (a)  Reseller's  Representations  and  Warranties.  Reseller represents and
warrants  to  ORBCOMM  that  (i)  Reseller  is duly organized or formed, validly
existing and in good standing under the laws of the state of its organization or
formation,  as  the case may be, and in each jurisdiction in which the nature of
its  business requires it to be so, (ii) the execution, delivery and performance
of  this Agreement by Reseller have been duly authorized by all necessary action
(corporate  or otherwise) on the part of Reseller, (iii) this Agreement has been
duly  executed  and  delivered  by  Reseller and constitutes a legally valid and
binding  obligation of Reseller, enforceable against Reseller in accordance with
its  terms,  (iv)  Reseller has all Permits necessary for Reseller to enter into
and  perform  its  obligations  under this Agreement, and (v) Reseller shall not
violate  any  copyright, trade secret, trademark, patent, invention, proprietary
information,  privacy,  non-  disclosure  or  any  other statutory or common law
rights  of  any  third  party  in  the performance of its obligations under this
Agreement.

     (b)     ORBCOMM's  Representations  and  Warranties.    ORBCOMM  represents
and  warrants  to Reseller that (i) ORBCOMM is duly organized or formed, validly
existing and in good standing under the laws of the state of its organization or
formation,  as  the case may be, and in each jurisdiction in which the nature of
its  business requires it to be so, (ii) the execution, delivery and performance
of  this Agreement  by ORBCOMM have been duly authorized by all necessary action
(corporate  or  otherwise)  on  the  part  of  ORBCOMM,  (iii)  this  Agreement
has  been duly executed and delivered by ORBCOMM and constitutes a legally valid
and  binding  obligation  of  ORBCOMM,   enforceable   against   ORBCOMM   in
accordance   with   its   terms,   and   (iv) ORBCOMM  or  its  Affiliates  have
all  Permits  necessary  for  ORBCOMM  to  enter  into  this  Agreement  and
perform  its  obligations  in  accordance with the terms hereof, and (v) ORBCOMM
shall  not  violate  any  copyright, trade secret, trademark, patent, invention,
proprietary information, privacy,  non-disclosure  or  any  other  statutory  or
common  law  rights  of  any third  party in  the performance of its obligations
under  this  Agreement.

     (c)  Indemnification.  Reseller  and  ORBCOMM  agree  to indemnify and hold
harmless  the  other  and  its  Affiliates,  and  their respective stockholders,
members,  officers, directors, employees, agents and representatives against all
claims,  demands  or liabilities (including reasonable attorneys' fees) of third
parties  arising  from  or  in  connection  with  their respective breach of any
representations,  warranties,  covenants  or  agreements  contained  herein.

SECTION  9  -  U.S.  GOVERNMENT  SUBSCRIBERS

     In  the  case  of  U.S.  government  subscribers, Reseller acknowledges and
agrees that the ORBCOMM  Services  shall  be  rendered  on  a  commercial  basis
consistent  with  Part  12  of  the  Federal Acquisition Regulation ("FAR"),  as
amended,  and  that  Reseller  shall,  and  shall procure that its Agents shall,
offer  the  ORBCOMM Services as "Commercial Items" as set forth in FAR Part  12.
As  set  forth  in  FAR  Part  12, ORBCOMM accepts only the following provisions
with  respect  to  any  order  issued  under  any  U.S.  Government  contract:



FAR  52.222-26           Equal  Opportunity

FAR  52.222-35           Affirmative  Action  for  Special  Disabled and Vietnam
                                  Era Veterans

FAR  52.222-36           Affirmative  Action  for  Handicapped  Workers



SECTION  10  -  TESTING

     (a)  Fitness  for  Use.  Notwithstanding  anything  else in this Agreement,
Reseller  shall  not  promote,  solicit  and/or  market access to and use of the
ORBCOMM  System  with respect to the Application until such Application has been
tested  by and at the sole expense of the Reseller and such testing demonstrates
the  Application's  fitness for commercial use to the reasonable satisfaction of
ORBCOMM.  The  test or tests to be utilized pursuant to this section 10(a) shall
be  jointly  developed  by  Reseller  and  ORBCOMM  and shall be satisfactory to
ORBCOMM  in  its  reasonable  sole  discretion  to  determine  the  fitness  for
commercial  use  of  the  Application  with  the  ORBCOMM  System.

     (b)  Subsequent  Failure.  In the event that an Application, which has been
tested  and  approved  pursuant to Section 10(a), subsequently fails to meet the
reasonable  standards  for  fitness  for commercial use as determined by ORBCOMM
from  time  to  time,  ORBCOMM  may  suspend  ORBCOMM  Services to the Reseller,
Subscribers,  other  Persons  or  Subscriber  Communicators  that  utilize  such
Application  until  such  time  as  Reseller  can  demonstrate  to  ORBCOMM,  at
Reseller's  sole expense, that such Application is once again fit for commercial
use  to  the  reasonable  satisfaction  of  ORBCOMM.

     (c)     No  Liability.   In the event  ORBCOMM suspends ORBCOMM Services to
the  Reseller,  Subscribers,  other  Persons  or  Subscriber  Communicators that
utilize  such  Application pursuant to Section 10(a) or 10(b) of this Agreement,
ORBCOMM  shall not incur any liability to the  Reseller,  Reseller's  Agents  or
Subscribers.     Reseller  shall  indemnify  and  hold  harmless  ORBCOMM  from
any  such  liability  for  such  suspension of service to Reseller, Subscribers,
other  Persons  or  Subscriber  Communicators  that  utilize  such  Application.



SECTION  11  -  RESTRICTIONS  ON  ACCESS  AND  USE

     (a)  Abuse  and  Fraudulent  Use. Access to the ORBCOMM System is furnished
subject to the condition that there be no abuse or fraudulent use of the ORBCOMM
System  by  the  Reseller,  its  Agents,  the  Subscribers  or any other Person.
Reseller  shall  not abuse or fraudulently use the ORBCOMM System and shall take
any  and  all  steps necessary to control and prevent abuse or fraudulent use of
the  ORBCOMM  System  by  its Agents, Subscribers and any other Person. Abuse or
fraudulent  use  of  the  ORBCOMM  System  includes,  but  is  not  limited  to:

(i)  Providing  or  attempting  to  provide,  or  assisting  or  permitting
another  Person  to  (A) access, alter  or  interfere  with  the  communications
and/or  information  of  a  Subscriber  by  rearranging,  tampering or making an
unauthorized connection with any Facilities of ORBCOMM or (B) use of any scheme,
false  representation  or false credit device, with the intent to avoid payment,
in whole or in part, for ORBCOMM Services; (ii) Using the ORBCOMM System in such
a  manner  so as to interfere unreasonably with the use of the ORBCOMM System by
Subscribers;  or  (iii) Using the ORBCOMM System to  convey information that  is
deemed,  in  ORBCOMM's  sole judgment, to be  obscene,  salacious  or  prurient,
or  to  convey  information  of  an  unlawful  nature  or  in  an  unlawful
manner.

     (b) Knowledge. Reseller shall promptly advise ORBCOMM in the event Reseller
has  knowledge  or  reason  to  believe  that any Agent, Subscriber or any other
Person  is  abusing  or  fraudulently  using  the ORBCOMM System in violation of
Section  11(a)  hereof.  In  the event ORBCOMM is advised or reasonably believes
that Reseller, any Agent, Subscriber or other Person, is abusing or fraudulently
using  the  ORBCOMM System as specified in Section 11(a), ORBCOMM shall have the
right  to  immediately  terminate  such  Reseller's,  Agent's,  Subscriber's
or  other  Person's  access  to  the  ORBCOMM  System  for  any  or  all of such
Reseller's,  Agent's,  Subscriber's  or other Person's Subscriber Communicators,
and  ORBCOMM  shall  have  no  liability  for  such termination of access to the
ORBCOMM  System.

     (c)  Electromagnetic  Interference.  The parties understand and acknowledge
that  from  time  to  time  one or more resellers, subscribers, other Persons or
subscriber  communicators  may  cause  electromagnetic  interference,  either
intentionally  or  unintentionally, with (i) the operation of the ORBCOMM System
in  such  a  way  as to impair the quality of service provided by ORBCOMM to its
other  resellers  and  subscribers  or  (ii)  the operation of another system or
application  approved  by  the FCC or other Governmental Authority. Accordingly,
the  parties  agree  that: (A) ORBCOMM may upon discovery of, or upon reasonable
suspicion  of,  any  such interference or abuse by a reseller, subscriber, other
Person  or subscriber communicator discontinue ORBCOMM Services to the reseller,
subscriber,  other  Person  or  subscriber  communicator  that  is  causing  the
interference  or  abuses; and, (B) Reseller shall promptly advise ORBCOMM in the
event  Reseller  has  knowledge or reason to believe that any Agent, Subscriber,
other person or any subscriber communicator is interfering with the operation of
the ORBCOMM System or any other system or application approved by the FCC or any
other  Governmental  Authority.

     (d)     Cure.   In  the  event  that  a  Subscriber Communicator interferes
with  or  impairs  the  performance  the  ORBCOMM  System  or  any  of any other
application  approved  by  the  FCC  or  any   other   Governmental   Authority,
whether   intentional   or   unintentional,   Reseller   shall  immediately take
any  and  all  actions  necessary  and  advisable  to  cure  such  interference
(including,  if  necessary repair, replacement or deactivation of the applicable
Subscriber  Communicator).

     (e)  Compliance.  Reseller  shall, and shall procure that its Agents shall,
comply  with  all  applicable  laws,  rules  and  regulations  of any applicable
Governmental  Authority  in  the performance of its obligations hereunder and in
the  use  of  the  ORBCOMM System or any Subscriber Communicator. Reseller shall
take  any  and all necessary action to prevent violations of all such applicable
laws,  rules  and  regulations  by  its  Subscribers,  Agents  and  employees in
connection  with  the use of the ORBCOMM System or any Subscriber Communicators,
whether  intentional  or  unintentional.  In  the event such a violation occurs,
Reseller  shall immediately take any and all actions necessary or advisable upon
consultation  with  ORBCOMM  to  cure  such  violation  promptly. Reseller shall
promptly advise ORBCOMM in the event Reseller has knowledge or reason to believe
that  any Agent or Subscriber is in non-compliance with any applicable law, rule
or  regulation. ORBCOMM may upon discovery, or reasonable suspicion of, any such
violation  discontinue  ORBCOMM  Services  to  such  Agent  or  Subscriber.

     (f)  Unusually  High Usage. Should Reseller detect or be advised by ORBCOMM
of  an instance of unusually high Subscriber Communicator usage or transmissions
that could be a threat to capacity or might indicate a malfunctioning Subscriber
Communicator, Reseller shall promptly investigate any such instance of unusually
high  Subscriber  Communicator  usage or transmissions and shall promptly report
such  findings  to ORBCOMM for evaluation; provided, that ORBCOMM shall have the
right  to  deactivate  any  such  Subscriber  Communicator.

ORBCOMM  shall  make  reasonable  efforts  to  notify  Reseller  prior  to
deactivating  any  such
Subscriber  Communicators.

     (g)  Type  Approved  Modems. (i) Reseller shall be responsible for ensuring
that  only  Type  Approved modems are incorporated into Subscriber Communicators
sold  or  otherwise distributed by it and that all Subscriber Communicators used
by  its Subscribers in connection with the ORBCOMM System, and each Subscriber's
use  thereof,  at all times meets the regulatory requirements of the FCC and any
other applicable Governmental Authorities. Upon the written request of Reseller,
ORBCOMM  shall  provide  Reseller from time to time with a list of Type Approved
modems.

     (ii)  In  the  event  any  Subscriber  Communicator  manufacturer  notifies
Reseller  that  a  Subscriber  Communicator  does  not  meet  the  regulatory
requirements of the FCC or any other applicable Governmental Authority, Reseller
shall  promptly  notify ORBCOMM of such non-conforming Subscriber Communicators.
In  the  event  Reseller so notifies ORBCOMM, or ORBCOMM otherwise becomes aware
that  any  Subscriber  Communicator does not meet the regulatory requirements of
the  FCC  or any other applicable Governmental Authority, ORBCOMM shall have the
right  to  terminate  immediately  without notice such Subscriber Communicators'
access  to  and  use  of  the  ORBCOMM  System.

     (iii)  During  the  term of this Agreement, Reseller shall maintain in full
force  and  effect  all  Permits  that  are  required  in  connection  with  the
performance  of its obligations hereunder, provided, however, that Reseller, its
Agents or Affiliates, shall not apply for any Permit or contact any Governmental
Authority regarding any Permit, without first obtaining written authorization to
do  so  from  ORBCOMM.  Upon  the  written  request from ORBCOMM, Reseller shall
provide  ORBCOMM  reasonable  evidence  of  the validity or effectiveness of any
Permit  held  by  or  on  behalf  of Reseller in connection with this Agreement.

     (h)     Roaming.  Reseller  shall  not submit for activation any Subscriber
Communicator for  use  outside  of  the  Territory  except  in  connection  with
Applications  that  are  Roaming  Approved.

     (i)  Restrictions  on  Access.  Reseller  shall  notify  its  Agents  and
Subscribers  regarding  the  foregoing  restrictions  on  access as set forth in
Sections  11(a)  -  (h).

SECTION  12  -  APPROVAL  OF  AGENTS

     (a)     Conditions.    Reseller  may  appoint  a  Person  as  an  Agent
without  the  prior  written  approval  of  ORBCOMM;  provided,  that  such
appointment  is  in  writing  and  states that such Person agrees to comply with
the  following:

     (i)     such  Person  shall  agree  in  writing  that  it  shall  be  bound
by,  and  shall  perform  its  obligations  in  accordance  with,  the terms and
conditions  of  this  Agreement  and  shall  conduct  its  business  in  such  a
manner  as  to  not  cause  a  violation  of  any  of  the  provisions  of  this
Agreement  or  any of the policies which ORBCOMM may establish from time to time
concerning  Agents  or  the  marketing  of  ORBCOMM  Services;

     (ii)  such  Person  shall  make  to  and  agree  with  ORBCOMM  in  writing
representations,  warranties  and covenants of a substantially similar nature as
the  representations,  warranties and covenants of Reseller set forth in Section
8(a);  and

     (iii)  such  Person  shall  agree in writing to indemnify and hold harmless
ORBCOMM and its Affiliates and their respective stockholders, members, officers,
directors,  employees, agents and representatives against all claims, demands or
liabilities (including reasonable attorney's fees and out-of-pocket expenses) of
third parties arising from or in connection with (A) such Person's breach of its
representations, warranties, covenants or agreements made to ORBCOMM or Reseller
or  (B)  such  Person's  actions  or  omissions  as  an  Agent  of  Reseller;
and  provided further, that such agreements in writing shall contain enforceable
provisions  making  ORBCOMM  a  third  party  beneficiary  thereof,  to  the
extent  ORBCOMM  is  not  a  direct  party  thereto.

     (b)     Termination.   Reseller  shall  terminate  any Agent, promptly upon
the  request  of  ORBCOMM,  if such Agent fails to observe or perform any of its
covenants  and  agreements as an Agent, including those covenants and agreements
set  forth  in  Section  12(a)  above.

SECTION  13  -  DEFAULT

The  following  events  shall constitute events of default ("Events of Default")
under  this  Agreement: (a) Reseller fails to pay any amount to ORBCOMM when due
as  set  forth  in  Section  7;  (b)  Reseller,  any of its Agents or any of its
Subscribers  shall  fail to observe, perform or comply with any of the covenants
or  agreements  contained in Section 2, Section 10(a) or (b), or Section 11; (c)
Reseller  or any of its Agents shall fail to observe, perform or comply with any
of  its  covenants  or  agreements  contained  in  this Agreement (other than as
specified  in Section 13(a) or 13(b) above) and such failure remains uncured for
a  period  of  thirty  (30) days after receipt by the breaching party of written
notice  of such failure; or (d) Any representation, covenant or warranty made by
or  on  behalf  of the Reseller (or any Agent) contained in this Agreement or in
any  other  agreement in connection therewith shall prove to be incorrect, false
or  misleading  on  the  date  as of which they were made or deemed to have been
made.


SECTION  14  -  TERMINATION

     (a) Right to Terminate. Upon the occurrence of an Event of Default, ORBCOMM
shall have the right to terminate this Agreement by giving notice of termination
to  the Reseller. The parties agree that the definitions set forth in Section 1,
Reseller's obligation to pay any and all amounts due and owing by Reseller under
this  Agreement prior to the expiration or termination of this Agreement and the
covenants,  agreements  and  obligations  of the parties in Sections 6(d), 7, 8,
11(g)(iii), 14, 16, 17 and 18 hereof shall survive the expiration or termination
of  this  Agreement.

     (b)  Right  to  Contact  Subscriber.  Upon termination of this Agreement by
ORBCOMM  as  the  result  of  an  Event of Default, ORBCOMM shall be entitled to
contact  each Subscriber, if any, for the purpose of advising such Subscriber as
to  how  such  Subscriber  may  maintain  access  to  the  ORBCOMM  System after
termination  of  this  Agreement.  In  such  event  or  upon  expiration of this
Agreement,  Reseller  (i) shall cooperate with ORBCOMM to enable all Subscribers
to  continue  to  have  access  to  the  ORBCOMM System with minimal disruption,
including,  but  not  limited  to,  arranging for another reseller or ORBCOMM to
provide  ORBCOMM  Services  to  such  Subscriber  or (ii) shall promptly provide
ORBCOMM  with  sufficient  information on Reseller's Subscribers so that ORBCOMM
can  arrange for the provision of ORBCOMM Services to such Subscribers, provided
that ORBCOMM shall be under no obligation (A) to ensure that any such Subscriber
is  able  to continue to have access to the ORBCOMM System or (B) to arrange for
any  transfer  of  equipment  owned  or  leased  by  Reseller.

     (c)  No  Liability. In the event ORBCOMM terminates this Agreement pursuant
to  an  Event  of  Default,  ORBCOMM  may  terminate  or temporarily discontinue
furnishing  service  to Reseller without incurring any liability to the Reseller
or its Agents or Subscribers. Reseller shall indemnify and hold harmless ORBCOMM
from  any  such  liability  for such termination or temporary discontinuation of
service  to  Reseller's  Subscribers.

     (d)  Without  Prejudice.  Termination of this Agreement by ORBCOMM shall be
without  prejudice  to any other rights or remedies ORBCOMM shall have at law or
equity.

     (e) Responsibility for Obligation to Subscribers. After termination of this
Agreement,  Reseller  shall remain solely responsible for all obligations to its
Subscribers  and  shall remain liable for payment of all amounts due pursuant to
Section  7  and  all accrued but unbilled fees due pursuant to Section 7 through
and  including  the  date  of  termination.

     (f)  Cancellation  of  Order. Upon the giving or receiving of any notice of
termination,  ORBCOMM  shall  be  entitled  to,  without  liability,  cancel any
previously  accepted  orders to provide ORBCOMM services to new Subscribers that
have  not  yet  been  activated.

     (g)  Return  of  Equipment  and Documents. Upon termination, Reseller shall
promptly  return to ORBCOMM (i) any ORBCOMM equipment, other than equipment that
has  been paid for in full by Reseller, and (ii) originals and any copies of the
ORBCOMM  Graphic  Identity  Manual, any marketing collateral or any technical or
other  manuals  or documents, whether in written, electronic, magnetic, or other
form  or  media,  or  provide  ORBCOMM  with  written  certification  of  their
destruction.

SECTION  15  -  USE   OF   SUBSCRIBER   INFORMATION,   NON-DISCLOSURE   AND
NON-SOLICITATION.

     (a)     Use  of Subscriber Information, Non-Disclosure.  Except as provided
for  herein,  from  the  Effective  Date  of  this  Agreement  until three years
following  the  date  on  which  Reseller ceases to  be  a  reseller  of ORBCOMM
Services,  ORBCOMM  shall  neither  (i)  make use of any Subscriber  Information
provided  by  the  Reseller  pursuant  to  the  terms  of  this  Agreement  or
otherwise  for any purpose competitive to the business of the Reseller, nor (ii)
disclose  any  such  Subscriber  Information  to  any  third  party;  provided,
however,  that  ORBCOMM  shall  not  be  prohibited  from  doing  so should such
Subscriber  Information:   (A)  be  publicly  available  prior to the  Effective
Date  of  this  Agreement;  (B)  become  publicly  available after the Effective
Date  of  this  Agreement  through  no  wrongful  act  of  ORBCOMM;  (C)  be
furnished  to  others  by  the  Reseller  without  similar restrictions on their
right  to  use  or  disclose;  (D)  be  rightfully  known by ORBCOMM without any
proprietary  restrictions  at  the  time of receipt of such information from the
Reseller or becomes rightfully known to ORBCOMM without proprietary restrictions
from a source other than the Reseller; (E) be independently developed by ORBCOMM
by  persons  who  did not have access, directly or indirectly, to the Subscriber
Information;  or  (F) be obligated to be produced  under  order  of a  court  of
competent  jurisdiction or  a  valid  administrative,  arbitral or congressional
subpoena,  provided that ORBCOMM promptly notifies the Reseller of such event so
that  the  Reseller  may  seek  an  appropriate  protective  order.

     (b)     Non-Solicitation.  Except  as  provided  for  herein,  from  the
Effective  Date of this Agreement  until  three  years  following  the  date  on
which  Reseller  ceases  to  be  a  reseller  of ORBCOMM Services, ORBCOMM shall
not solicit with a view to selling ORBCOMM Services to  any  Subscriber  of  the
Reseller  as  a  result  of  ORBCOMM  being  given  the  Subscriber  Information
by  Reseller  pursuant  to  the  terms  of  this  Agreement  or  otherwise.

SECTION  16  -  DISCLAIMER  OF  WARRANTIES  AND  LIMITATION  OF  LIABILITY

(a)     Disclaimer  of  Warranties.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ORBCOMM OR ANY OF ITS
AFFILIATES  HAS  MADE  OR  SHALL  BE  DEEMED TO HAVE MADE ANY REPRESENTATIONS OR
WARRANTIES  WHATSOEVER  WITH  RESPECT  TO  THE  ORBCOMM  SYSTEM  OR  THE ORBCOMM
SERVICES.  TO  THE  FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ORBCOMM AND ITS
AFFILIATES  EXPRESSLY  DISCLAIM  WITH  RESPECT  TO  RESELLER  AND ITS AGENTS AND
SUBSCRIBERS,  AND  RESELLER  (ON  ITS OWN BEHALF AND ON BEHALF OF ITS AGENTS AND
SUBSCRIBERS)  HEREBY  EXPRESSLY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES OF
ORBCOMM AND ITS AFFILIATES ARISING AT LAW, EQUITY OR OTHERWISE, WITH RESPECT TO,
INCLUDING,  BUT  NOT  LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS  FOR  A PARTICULAR PURPOSE; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE
OF  PERFORMANCE,  COURSE  OF DEALING OR USAGE OF TRADE; (C) ANY WARRANTIES AS TO
THE  ACCURACY,  AVAILABILITY  OR  CONTENT  OF  THE ORBCOMM SYSTEM OR THE ORBCOMM
SERVICES;  AND (D) ANY WARRANTY UNDER ANY THEORY OF LAW OR EQUITY, INCLUDING ANY
TORT, NEGLIGENCE, STRICT LIABILITY, CONTRACT OR OTHER LEGAL OR EQUITABLE THEORY.
NO  REPRESENTATION  OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO,
STATEMENTS  REGARDING  CAPACITY OR SUITABILITY FOR USE, THAT IS NOT CONTAINED IN
THIS  AGREEMENT  SHALL  BE  DEEMED  TO  BE  A  WARRANTY  BY  ORBCOMM.

(b)     Limitation  of  Liability.

     (i)  UNDER  NO  CIRCUMSTANCES  SHALL  ORBCOMM  BE  LIABLE  TO  RESELLER FOR
INCIDENTAL,  INDIRECT,  SPECIAL  OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING
LOST  PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL, LOSS OF USE OF EQUIPMENT OR
SERVICES,  OR  DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE PERFORMANCE OR
NON-  PERFORMANCE BY ORBCOMM OF ANY ASPECT OF THIS AGREEMENT WHETHER IN CONTRACT
OR  TORT  OR OTHERWISE, AND WHETHER THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH  DAMAGES.

     (ii) Reseller acknowledges that interruptions of ORBCOMM Services may occur
from  time  to time as the result of, among other things, (A) placing Subscriber
Communicators  in locations that preclude a Subscriber Communicator's visibility
to  the ORBCOMM System satellites (e.g., in a tunnel), and (B) topographical and
other conditions. Reseller acknowledges that service interruptions are difficult
to  assess  as to cause or resulting damages. The parties agree that ORBCOMM and
its  Affiliates  shall  not be liable to Reseller, its Agents or Subscribers for
any  losses  or  damages  arising out of any failure or impaired performance of,
error,  omission,  interruption,  deletion,  defect,  delay  in  operation  or
transmission,  communication  line failure, theft or destruction or unauthorized
access  to, alteration of, or use of records, associated with the ORBCOMM System
or  any  component  thereof,  whether for breach of contract, tortious behavior,
negligence  or  under  any  other  cause  of  action.

     (iii)   None  of  ORBCOMM  or  any  of  its  Affiliates  shall  be  liable
for  any  act  or  omission  of  Reseller,  any  of  its  Agents  or  any  other
person  or  entity  furnishing  equipment,  products  or  services  to  Reseller
or  its  Agents  or  Subscribers,  nor  shall  ORBCOMM  or  its  Affiliates  be
liable  for  any  damages  or  losses  of  any kind whatsoever due to any act or
omission  of  Reseller  or  its  Agents  or  Subscribers  or the failure of such
equipment,  products  or  services.

     (iv)   The  aggregate  liability  of  ORBCOMM  and  its  Affiliates  under
this  Agreement  shall  be  limited to direct damages proven in an amount not to
exceed  Ten  Thousand  U.S.  Dollars
(US$10,000).

     (v)    Reseller  has  accepted  the  limitations  of  liability  set  forth
herein  as  part  of  the  exchange  of  consideration under this Agreement  and
expressly  acknowledges  that  the  prices for the  ORBCOMM  Services  would  be
higher  if  ORBCOMM  were  requested  to  bear  additional  liability  for
damages.

SECTION  17  -  DISPUTE  RESOLUTION

     (a)     Arbitration.   Except  as  provided  for  in  Section  18(k),  any
controversy or claim arising  out  of or  relating  to  this Agreement,  or  any
breach  hereof,  shall  be  settled  by  final  and  binding  arbitration
administered  by  the  American  Arbitration  Association  under  its Commercial
Dispute  Resolution  Procedures  (the  "Rules").   Such  arbitration  shall take
place  in  Washington, D.C. before a panel of three neutral arbitrators selected
pursuant  to  such Rules.  The arbitrators' award shall include an allocation of
arbitration  fees,  expenses  and  compensation, and may include an award to the
prevailing  party  of its attorney's fees, costs and expenses in connection with
the  arbitration.  A  judgment  on  the award rendered by the arbitrators may be
entered  in  and  enforced  by any court having jurisdiction thereof, each party
hereby  consenting to the jurisdiction of such court over it and waiving, to the
fullest  extent  permitted  by  law,  any  defense  or  objection relating to in
personam  jurisdiction,  venue or convenience of the forum.  All matters arising
in  any  action  to  enforce an arbitral award shall be determined in accordance
with  the  law  and  practice  of  the  forum  court.

     (b)     Exclusivity.   The  rights of the parties under this Section 17 and
Section  18(k)  shall  be  the  exclusive  dispute  resolution  mechanisms  with
respect  to  any  claim  or  controversy  under  this  Agreement.

SECTION  18  -  MISCELLANEOUS

     (a)     Notices.  All  notices  and other communications hereunder shall be
in  writing and shall be deemed given upon receipt if delivered personally or by
facsimile  (answer  back  received),  one  business  day  after  being  sent  by
express  mail  or courier, or three business days after being sent by registered
or  certified mail, return receipt requested, postage prepaid, to the parties at
the following addresses (or such other address for a party as shall be specified
by  like  notice, provided that such notice shall be effective only upon receipt
thereof):

ORBCOMM:


ORBCOMM  LLC
21700  Atlantic  Boulevard
Dulles,  Virginia  20166
Telephone:      +1  (703)  433-6300
Facsimile:        +1  (703)  433-6868
Attention:        General  Counsel  and
                                   Don Franco


with  a  copy  to:


Chadbourne  &  Parke  LLP
30  Rockefeller  Plaza
New  York,  New  York  10112
Telephone:      +1  (212)  405-5100
Facsimile:        +1  (212)  541-5369
Attention:        Alejandro  R.  San  Miguel


RESELLER:


NightHawk  Systems,  Inc.
8200  East  Pacific  Place
Suite  204
Denver,  Colorado  80231
Telephone:      +1  (303)  337-4811
Facsimile:        +1  (303)  337-3084
Attention:         Myron  Anduri




     (b)  Binding  Effect;  Assignment. This Agreement shall be binding upon the
parties  and  their permitted successors and assigns. Neither this Agreement nor
any  interests  or  obligations of either party shall be assigned or transferred
(by  operation  of  law  or  otherwise)  to any Person without the prior written
consent  of the other party, which consent shall not be unreasonably withheld or
delayed.  Notwithstanding  the foregoing, either party may assign this Agreement
without  the other party's consent in the event the party becomes a party to one
or  more  transactions  in  the form of a merger, consolidation, reorganization,
stock  sale  or exchange, sale of all or substantially all of the party's assets
or some similar or related transaction, with the result being that said party is
the  surviving  entity,  or  if  not  the surviving entity, the surviving entity
continues  to  conduct  the  business  conducted  by  such  party  prior  to the
consummation  of  the  transaction,  including  the assumption of the rights and
obligations  under  this  Agreement.

     (c)  Entire Agreement; Amendment. This Agreement and all attachments (which
are hereby made part of this Agreement) contain the entire understanding between
Reseller  and  ORBCOMM  and  supersede all prior written and oral understandings
relating  to  the  subject  matter  hereof  (excluding the Mutual Non-Disclosure
Agreement).  No  representations,  warranties,  indemnities,  agreements  or
understandings not contained herein shall be valid or effective unless agreed to
in  writing  and  signed  by both parties. Any modification or amendment of this
Agreement  must be in writing and signed by both parties. Both parties agree and
acknowledge  that  this  Agreement  shall  be  governed  solely by the terms and
conditions contained herein, and the terms and conditions of any purchase order,
task  order  or similar document (collectively, an "Order") shall be without any
force  and  effect  and  shall not amend, modify, add to, or delete the terms or
conditions  of  this  Agreement.

     (d)     Governing  Law.   (i)   The  construction,  interpretation  and
performance  of  this  Agreement,  as well as the legal relations of the parties
arising hereunder, shall be governed by and construed  in  accordance  with  the
laws  of the  State  of New  York,  without  giving  effect  to  the conflict or
choice  of  law  provisions  thereof.  Neither  party may bring any action for a
claim  under  this  Agreement  later than one year after the termination of this
Agreement; provided that claims under  any  provision  of  this  Agreement  that
survives  termination  of  this  Agreement  may  be  brought  within one year of
the  later  of the occurrence of the event  giving rise to  the claim and actual
knowledge  thereof  by  the  party  asserting  such  claim.

     (ii)       For  the  purposes  of  this  Agreement,  Reseller  by  its
execution hereof (A) hereby irrevocably submits to the exclusive jurisdiction of
the  United States District Court for the Southern District of New York, for the
purpose  of any suit, action or other proceeding arising out of or based on this
Agreement  or  the subject matter hereof and (B) hereby waives to the extent not
prohibited  by  law, and agrees not to assert, by way of motion, as a defense or
otherwise,  in  any  such  proceeding,  any  claim  that  is  not  subject
personally  to  the  jurisdiction  of  the  above-  named  courts,  that  its
property  is  exempt  or  immune  from  attachment  or  execution, that any such
proceeding  brought  in  one of the above-named courts is improper, or that this
Agreement  or  the  subject  matter  hereof  may  not  be  enforced  in  or  by
such  court.    Reseller  hereby  consents  to  service  of  process in any such
proceeding  in  any  manner  permitted  by the laws of the state of New York and
agrees  that service of process by international registered mail, return receipt
requested,  at  the  address  specified  in  or  pursuant  to  Section  18(a)
hereof is reasonably calculated  to  give actual notice.   Reseller agrees that,
at ORBCOMM's request, it will appoint an agent for service of process within the
State  of  New  York.

     (e)  Waiver. It is understood and agreed that no failure or delay by either
ORBCOMM  or Reseller in exercising any right, power or privilege hereunder shall
operate  as  a  waiver thereof, nor shall any single or partial exercise thereof
preclude  any  other  or  further exercise thereof, or the exercise of any other
right,  power  or  privilege  hereunder. No waiver of any terms or conditions of
this  Agreement  shall  be deemed to be a waiver of any subsequent breach of any
term  or  condition.  All  waivers  must be in writing and signed by both of the
parties  hereto.

     (f)      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.

     (g)     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.

     (h)  Costs  and Expenses. Except as otherwise specifically provided herein,
each  party  shall bear all costs and expenses incurred in the performance by it
of  its  obligations  hereunder.

     (i)      Independent  Parties.    Each  party  is  an  independent
contractor.    Except  as  provided  in  this  Agreement,  neither  party  shall
have  the  right,  power  or  authority  to  act  or  to  create any obligation,
express  or  implied, on behalf of the other party.  All sales by Reseller shall
be  in  its  own  name  and for its own account.  No provision of this Agreement
shall  be  construed  as vesting in Reseller any control over or interest in the
Facilities  or operations of ORBCOMM or the ORBCOMM System.   Reseller shall not
represent itself as a federal or state certified licensee of the ORBCOMM System.

     (j)  Tariffs.  In  the  event that any ORBCOMM Services or the charges made
therefor  are currently subject, or at any time become subject, to any tariff or
other  form  of  rate  regulation  imposed by a Governmental Authority, then the
terms  and  conditions  of this Agreement, including the prices set forth in the
Pricing  Rate  Schedule,  shall  be deemed amended to conform to any conflicting
terms  and  conditions  in  effect  under  such  regulation  or  tariff.  All
non-conflicting terms and conditions of this Agreement shall remain valid and in
full  force  and  effect.

     (k)  Injunctive  Relief.  Each of the parties acknowledges that the ORBCOMM
System  and  ORBCOMM Services provided pursuant to this Agreement are unique and
recognizes  and affirms that in the event of any breach of this Agreement by it,
money  damages  may  not  be  adequate  and the other party may have no adequate
remedy  pursuant  to  the dispute resolution provisions specified in Section 17.
Accordingly,  the  dispute resolution provisions specified in Section 17 are not
exclusive  of  a  party's  right to injunctive relief to the extent permitted by
applicable  law.

     (l)      Force  Majeure.       Neither  party shall be held responsible for
failure  or  delay  in  performance  or delivery if such failure or delay is the
result  of  an act of God, the public enemy, embargo,  governmental  act  (other
than  the  failure  to  obtain  Permits  from  a  Governmental Authority), fire,
accident,  war,  riot,  strikes,  inclement  weather or other cause of a similar
nature  that  is  beyond  the  control  of  the  parties.  In  the event of such
occurrence,  this  Agreement  shall be amended by mutual agreement to reflect an
extension  in  the  period of performance and/or time of delivery.   Failure  to
agree  on  an equitable extension shall be considered a claim or controversy and
resolved  in  accordance  with  Section  17.



     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  day  and  year  first  above  written.



ORBCOMM  LLC                                    NIGHTHAWK SYSTEMS,  INC.
By:   /s/ Don Franco                            By: /s/ Myron Anduri
Name:  Don  Franco                             Name:  Myron  Anduri
Title:    Co-  Chief  Executive  Officer       Title: Executive  Vice  President


                                 EXHIBIT A

                                    TERRITORY




The  Territory  shall  mean  the United States (including Puerto Rico and Guam).

                                    EXHIBIT B

RESELLER  APPLICATION  DESCRIPTION




Reseller's  Application  is  NIGHTHAWK  REMOTE  POWER  CONTROL, which is used to
remotely  turn  connected  appliances on or off by issuing simple, short message
bursts  over  the  ORBCOMM System.  The Application is designed to allow the end
user  to  access  this  control  via  a simple web-interface or via email-issued
commands.


                                  PRICING NOTES

The  pricing  presented herein is subject to the following terms and conditions:

     1. Terms not defined herein, or elsewhere in this Agreement, shall have the
meaning  set  forth  in  the ORBCOMM Messaging Services Description (A80MK0019 -
Revision  -  C,  Issue  Date: March 31, 2000) a copy of which may be obtained by
contacting  ORBCOMM.

     2.  Each Subscriber Communicator provisioned on the ORBCOMM System shall be
assigned a "Price Plan Code" as set forth on the Pricing Rate Schedule. Reseller
shall  be  responsible  for  indicating  into which Price Plan Code a Subscriber
Communicator  is  to  be  placed  at  the  time  of  its  provisioning.

     3.  Price  Plan  Codes  correspond  to  the average number of Message Units
transmitted  over  a  three  month  period  by  all  Subscriber  Communicators
provisioned  with such Price Plan Code. The number of Message Units used by each
Subscriber  Communicator  shall  be calculated as follows: (a) each Data Report,
Position  Report,  Message  Enquiry,  User Command, and Poll shall be equal to 1
Message  Unit;  (b) each Message of 7 to 33 bytes shall be equal to 2.41 Message
Units;  (c) each Message of 34 to 70 bytes shall be equal to 3.33 Message Units;
(d)  each  Message  of 71 to 107 bytes shall be equal to 4.24 Message Units; and
(e) for Messages greater than 107 bytes, the number of Message Units is equal to
the number of bytes transmitted divided by 25. For Messages and Globalgrams, the
sum  of the lengths in bytes of the header, subject, and body parts are included
in  the Message Unit calculation (minimum 33 bytes per message). Gateway Control
Center acknowledgements for Reports, Commands, and Messages are included and are
not  counted  as  additional  Message  Units. For Subscriber Communicators which
transmit  a  variety of message types and lengths, the total usage is determined
by  adding  the  total  number  of Message Units for each message type using the
ratios  in  paragraph  1  above  in  each Billing Cycle. Should the actual usage
exceed  that  of  the Price Plan Code selected by the customer averaged over the
last three Billing Cycles, ORBCOMM will notify Reseller in writing of the actual
usage  and  the  appropriate  Price  Plan  Code which should apply. ORBCOMM will
change  to  the  new Price Plan Code at the start of the next Billing Cycle, and
this  will  stay  in  effect for a minimum of the next three consecutive Billing
Cycles.

     4.  ORBCOMM  shall  calculate Usage Charges invoiced to Reseller on a Price
Plan  Code  by  Price  Plan  Code  basis. The first 999 Subscriber Communicators
within  a Contract shall have a Usage Charge as set forth in the column with the
heading  "First  999  Units." The column on the Pricing Rate Schedule that shall
determine  the  Usage  Charge  for each Price Plan Code shall be the column that
corresponds  to  the aggregate number of Subscriber Communicators provisioned on
the  ORBCOMM  system  on  the  account  of  Reseller. These prices are valid for
applications  which  take  reasonable  care  in  making efficient use of ORBCOMM
network  resources  as  described  in  Application Note #11, Application Traffic
Demand  Considerations,  Issue  Date:  September  30, 2000. ORBCOMM reserves the
right  to  apply  surcharges to accounts which make excessive demands on network
resources  as determined by ORBCOMM. Usage Charges shall be invoiced to Reseller
in  advance  at  the  beginning  of  each  Billing  Cycle based on the number of
Subscriber  Communicators  provisioned  on  the ORBCOMM System on the account of
Reseller  at the beginning of each Billing Cycle. Credits and additional charges
for  Subscriber  Communicators  provisioned or deprovisioned during each Billing
Cycle  shall  be  made  at  the  beginning  of  the  following  Billing  Cycle.

5.     All  traffic  is  assumed  to  be sent at Normal Priority.  SC-Terminated
Delivery  Plan  Code  Zero  ("0")  is  the  standard  for this pricing schedule.
ORBCOMM  reserves  the  right  to  charge a premium for the use of SC-Terminated
Delivery  Plan  Codes  other  than  Zero  ("0").

     6.  Customer  Owned and Maintained (COAM) frame relay fees are minimum fees
for  integration  and configuration of standard domestic connections. Additional
setup for international connections or other special requirements are charged at
$200  per  hour  for  labor.  Telephone  company  charges  are  additional.

7.     Optional  Subscriber  Communicator  features  referred  to  include
provisioning  for  alternating  terminating  address, message forwarding, binary
Globalgrams,  message  blocking  and  any  other  non-standard  features.

                             MONTHLY SALES FORECAST
               (VALUE  ADDED  RESELLER  COMPANY  INFORMATION)




GENERAL  INFORMATION

COMPANY  NAME                                                      ADDRESS
ORBCOMM  ACCOUNT  #

INDUSTRY

APPLICATIONS


CONTACT  INFORMATION

EXEC  CONTACT                                   SALES  CONTACT
FINANCE  CONTACT                                TECHNICAL  CONTACT

EXEC  TITLE                                     SALES  TITLE
FINANCE  TITLE                                  TECHNICAL  TITLE

EMAIL                                           EMAIL
EMAIL                                           EMAIL

PHONE  #                                        PHONE  #
PHONE  #                                        PHONE  #

FAX  #                                          FAX  #
FAX  #                                          FAX  #


APPLICATION

DESCRIPTION
ADDRESSABLE  MARKET  SIZE

DEVICE  TRACKED/MONITORED

DATA  COMMUNICATED

CUSTOMERS

HARDWARE
POWER  MANAGEMENT

ANTENNA
BACK  OFFICE  (WEB-ENABLED)

REPORTS/MO                                      MESSAGES/MO
LENGTH                                                 COMMANDS/MO

TARGET  VAR  SERVICE  PRICE             TARGET  VAR  SC  PRICE
LATENCY  REQUIREMENT  (MIN)


CRITICAL  ISSUES

BUSINESS  ISSUES


TECHNICAL  ISSUES



NOTE:  PLEASE  COMPLETE  THIS  PAGE  INITIALLY  UPON  SIGNATURE OF AGREEMENT AND
THEREAFTER  AS  THE  INFORMATION  CHANGES.