<PAGE>   1
                                                                     EXHIBIT 3.1

                             AMENDED AND RESTATED

                       AGREEMENT OF GENERAL PARTNERSHIP

                                      OF

                           TELEGLOBE MOBILE PARTNERS







<PAGE>   2



<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

<S>                                                                         <C>
ARTICLE 1
ORGANIZATION AND PURPOSE...................................................  2
         1.1     Formation.................................................  2
         1.2     Name......................................................  2
         1.3     Purpose...................................................  2
         1.4     Principal Place of Business...............................  2
         1.5     Residence of Partners.....................................  2
         1.6     Fiscal Year...............................................  2
         1.7     Term......................................................  2
         1.8     Documents.................................................  3
         1.9     Title to Partnership Property.............................  3
ARTICLE 2
DEFINITIONS................................................................  3
         2.1     Definitions...............................................  3
ARTICLE 3
CAPITAL....................................................................  7
         3.2     Initial Capital Contributions.............................  8
         3.3     Non-Mandatory Additional Capital Contributions............  9
         3.4     No Interest on Capital.................................... 11
         3.5     Withdrawal of Capital Contributions....................... 11
         3.6     Mandatory Additional Capital Contributions and Defaults... 11
         3.7     No Property Contribution.................................. 12
ARTICLE 4
DISTRIBUTIONS.............................................................. 13
         4.1     Distributions............................................. 13
         4.2     Nature of Distributions................................... 13
         4.3     Tax Payments.............................................. 13
ARTICLE 5
PARTNERS' ACCOUNTS; ALLOCATION OF
PARTNERSHIP INCOME AND EXPENSES............................................ 13
         5.1     Maintenance of Capital Accounts........................... 13
                 (a)      General Rule..................................... 13
                 (b)      Computation of Items of Income, Gain, Loss or
                          Deduction........................................ 14
                 (c)      Transferees...................................... 15
                 (d)      Adjustments to Carrying Values................... 15
                 (e)      Effect of Distributions in Kind on Capital
                          Accounts......................................... 16
         5.2     Allocations of Net Income and Net Loss.................... 17
                 (a)      In General....................................... 17
                 (b)      Special Provisions Governing Capital Account
                          Allocations...................................... 17
                 (c)      Allocations for Tax Purposes..................... 18
                 (d)      Other Rules Pertaining to Allocations............ 19
ARTICLE 6
POWERS AND OBLIGATIONS OF PARTNERS......................................... 20
         6.1     Managing Partner to Manage Business....................... 20
         6.2     Authorization of Partners................................. 20
         6.3     Board of Directors of the Managing Partner................ 21
         6.4     Approval of Certain Matters............................... 21
         6.5     Meetings.................................................. 22
ARTICLE 7
ACCOUNTS................................................................... 22
         7.1     Books..................................................... 22
         7.2     Certificates, Reports, Returns and Audits................. 22
         7.3     Auditors.................................................. 23
ARTICLE 8
ADMISSION AND WITHDRAWAL OF PARTNERS
</TABLE>


                                    - (2) -
<PAGE>   3

<TABLE>
<S>                                                                         <C>
AND TRANSFERS OF PARTNERSHIP INTERESTS..................................... 24
         8.1     Admission or Transfer of or by a Partner.................. 24
         8.2     Transfer of .............................................. 24
                 (a)      General Requirements............................. 24
                 (b)      Additional Agreement of Partners................. 25
                 (c)      Teleglobe Mobile L.P............................. 25
         8.3     Right of First Refusal.................................... 25
                 (a)....................................................... 25
                 (b)      Closing of Offered Securities.................... 26
         8.4     Transferor's and Transferee's Rights and Duties........... 27
         8.5     Satisfactory Written Assignment Required.................. 27
         8.6     Admission and Withdrawal of Partners...................... 27
ARTICLE 9
DISSOLUTION AND LIQUIDATION................................................ 27
         9.1     Dissolution............................................... 27
         9.2     Distribution on Dissolution............................... 28
         9.4     Assets Other Than Cash.................................... 28
ARTICLE 10
INDEMNIFICATION OF MANAGING PARTNER........................................ 28
         10.1    Exculpation of Managing Partner........................... 28
         10.2    Indemnification of Managing Partner....................... 29
         11.1    Notices................................................... 29
         11.2    Integration............................................... 31
         11.3    Resolution of Disputes.................................... 31
         11.5    Counterparts.............................................. 32
         11.6    Severability.............................................. 32
         11.7    Captions.................................................. 32
         11.8    Binding Effect............................................ 32
         11.9    Gender and Number......................................... 33
         11.10   Amendment................................................. 33
SCHEDULE A
Business Address of the Partners
and
Initial Capital Contributions.............................................. 34

SCHEDULE B
July 21, 1993 and November 18, 1993
Capital Contributions...................................................... 35

SCHEDULE C
June 29, 1994 Capital Contributions........................................ 36
</TABLE>



                                    - (3) -
<PAGE>   4


                             AMENDED AND RESTATED
                         GENERAL PARTNERSHIP AGREEMENT
                                      OF
                           TELEGLOBE MOBILE PARTNERS
                        A DELAWARE GENERAL PARTNERSHIP


THIS AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF
TELEGLOBE MOBILE PARTNERS (the "AMENDED AND RESTATED AGREEMENT"), a Delaware
general partnership (the "PARTNERSHIP"), dated as of June 29, 1994, is
entered into:

BY AND AMONG:                       TELEGLOBE MOBILE INVESTMENT INC., a
                                    Delaware corporation ("MANAGING PARTNER");

AND:                                TELEGLOBE MOBILE L.P., a Delaware limited
                                    partnership;

AND:                                TR (U.S.A.) LTD., a corporation
                                    incorporated under the laws of Delaware
                                    ("NEW PARTNER")

                                    (collectively, the "PARTNERS").


WITNESSETH:

WHEREAS the Partnership was organized, in accordance with the provisions of
the Delaware Uniform Partnership Law, 6 Del. C. 1953, Section 1501 et. seq,
as it may be amended from time to time, and any successor thereto (the
"PARTNERSHIP LAW"), by the filing by the Partners of a Certificate of General
Partnership with the Secretary of State of the State of Delaware (the
"CERTIFICATE");

WHEREAS upon the filing of the Certificate, the Managing Partner and
Teleglobe Mobile L.P. entered into a General Partnership Agreement dated
July 21, 1993 ("ORIGINAL AGREEMENT"); and

WHEREAS the Partners wish to amend and restate the Original Agreement in its
entirety by entering into this Amended and Restated Agreement thereby
admitting a new partner to the Partnership and setting forth their agreements
with respect to the conduct of the business of the Partnership and each of
their rights and obligations as partners;

NOW, THEREFORE, in consideration of the mutual covenants contained in the
Amended and Restated Agreement, the parties to this Amended and Restated
Agreement agree as follows:



<PAGE>   5

                                   ARTICLE 1
                           ORGANIZATION AND PURPOSE

1.1      FORMATION.  The Partnership was formed and is being continued as a
general partnership pursuant to the Partnership Law, and upon the terms and
conditions contained in this Amended and Restated Agreement.

1.2      NAME.  The name of the Partnership shall be "TELEGLOBE MOBILE PART-
NERS", and all business of the Partnership shall be conducted under the name
of the Partnership.

1.3      PURPOSE.  The purpose of the Partnership is to be a general partner
and a limited partner in ORBCOMM DEVELOPMENT PARTNERS, L.P., a Delaware
limited partnership (the "LIMITED PARTNERSHIP") as well as in other limited
partnerships, including, without limitation, ORBCOMM U.S. PARTNERS L.P. and
ORBCOMM INTERNATIONAL PARTNERS L.P. (collectively, the "ORBCOMM
PARTNERSHIPS") a group of limited partnerships involved in the development,
construction and operation of a global digital communication system of
low-Earth orbit satellites and terrestrial facilities intended to provide
two-way data and message communications and position determination services
throughout the world, and to do such other things in furtherance thereof or
in connection therewith as the Managing Partner deems necessary or
appropriate.

1.4      PRINCIPAL PLACE OF BUSINESS.  The principal place of business of the
Partnership shall be c/o Corporation Service Company, 1013 Centre Road,
Wilmington, Delaware or any other location as may be subsequently chosen by
the Managing Partner upon ten (10) days notice to the Partners.

1.5      RESIDENCE OF PARTNERS.  The business addresses of the Partners are
listed on Schedule A attached hereto.

1.6      FISCAL YEAR.  The fiscal year of the Partnership, and the taxable
year of the Partnership for United States Federal income tax purposes, shall
be as permitted under Section 706 of the Code (the "PARTNERSHIP YEAR").

1.7      TERM.  The Partnership's term commenced on the date of formation of
the Partnership and shall terminate on December 31, 2015 or as otherwise
provided by this Amended and Restated Agreement or by law.

1.8      DOCUMENTS.  The Partnership shall execute and file the documents
necessary to comply with the requirements of the laws of Delaware for the
formation, continuation and operation of general partnerships.

<PAGE>   6

1.9      TITLE TO PARTNERSHIP PROPERTY.  All property owned by the
Partnership, tangible or intangible, shall be owned by the Partnership as an
entity, and no Partner, individually, shall have any ownership interest in
any such property.


                                   ARTICLE 2
                                  DEFINITIONS

2.1      DEFINITIONS.  The following defined terms used in this Amended and
Restated Agreement shall have the respective meanings specified below:

(a)      "AAA" shall have the meaning ascribed to such term in Subsection
         11.3(b);

(b)      "ADDITIONAL CAPITAL CONTRIBUTION" and "ADDITIONAL CAPITAL
         CONTRIBUTIONS" shall have the meaning ascribed to such term in
         Section 3.3.

(c)      "ADJUSTED PROPERTY" means property the Carrying Value of which has
         been adjusted pursuant to Section 5.1.

(d)      "AFFILIATE" means, with respect to any Person:

         (i)     any Person directly or indirectly controlling, controlled
                 by, or under common control with, such Person;

         (ii)    a Person owning or controlling ten percent (10%) or more of
                 the outstanding voting securities of such Person;

         (iii)   any officer, director, partner or employee of such Person; or

         (iv)    if such Person is an officer, director, partner or employee,
                 any other entity for which such Person acts in any capacity.

(e)      "AMENDED AND RESTATED AGREEMENT" shall have the meaning ascribed to
         such term in the recitals hereto.

(f)      "CAPITAL ACCOUNT"  of a Partner means the account maintained for
         such Partner in accordance with the provisions of Subsection 5.1(a).

(g)      "CAPITAL CONTRIBUTIONS" of a Partner shall have the meaning ascribed
         to such term in Section 3.3.

(h)      "CARRYING VALUE" means, with respect to any property, the adjusted
         basis of such 


<PAGE>   7

         property for United States 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 Subsections 5.1(c),
         5.1(d) and 5.1(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
         Managing Partner and in a manner consistent with United States Federal
         income tax principles.

(i)      "CERTIFICATE" shall have the meaning ascribed to such term in the
         recitals hereto.

(j)      "CODE" means the United States Internal Revenue Code of 1986, as
         amended.

(k)      "CONTRIBUTED PROPERTY" means any property contributed to the
         Partnership other than cash.

(l)      "DEFAULTING PARTNER" shall have the meaning ascribed to such term in
         Section 3.6.

(m)      "DISTRIBUTABLE CASH" shall mean all cash received by the Partnership
         less (i) any amount necessary for the payment of all costs,
         expenses, obligations and liabilities of the Partnership then due
         and (ii) a reasonable reserve as determined by the Managing Partner.

(n)      "DOLLAR".  Any reference to "DOLLAR", "DOLLARS" or "$" shall mean
         the lawful currency of the United States.

(o)      "ESCROW AGREEMENT" shall have the meaning ascribed to such term in
         Section 3.2.

(p)      "INDEMNITEE" shall have the meaning ascribed to such term in Section
         10.2.

(q)      "INITIAL CAPITAL CONTRIBUTIONS" shall mean, collectively, all
         capital contributions referred to in Section 3.2.

(r)      "LIMITED PARTNERSHIP" shall have the meaning ascribed to such term
         in Section 1.3.

(s)      "MANAGING PARTNER" shall have the meaning ascribed to such term in
         the recitals hereto.

(t)      "NET INCOME AND NET LOSS".  "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 


<PAGE>   8

         shall be included in taxable income or loss), and adjusted as provided
         in Subsections 5.1(b) through 5.1(e), and further adjusted to reflect
         any adjustments resulting from amended returns, claims for refund and
         tax audits.

(u)      "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 upon 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 Managing Partner using
         such reasonable methods of valuation as it in its sole discretion
         deems appropriate.

(v)      "NEW PARTNER" shall have the meaning ascribed to such term in the
         recital hereto.

(w)      "NON-DEFAULTING PARTNER" shall have the meaning ascribed to such
         term in Section 3.6.

(x)      "NOTICES" shall have the meaning ascribed to such term in
         Section 11.1.

(y)      "OFFER" shall have the meaning ascribed to such term in
         Subsection 8.3(a)(iv).

(z)      "OFFERED SECURITIES" shall have the meaning ascribed to such term in
         Subsection 8.3(a)(iv).

(aa)     "OFFEREE" shall have the meaning ascribed to such term in Subsection
         8.3(a)(iv).

(ab)     "ORBCOMM PARTNERSHIPS" shall have the meaning ascribed to such term
         in Section 1.3;

(ac)     "ORIGINAL AGREEMENT" shall have the meaning ascribed to such term in
         the recitals hereto.

(ad)     "PARTNERS" shall have the meaning ascribed to such term in the
         recitals hereto.

(ae)     "PARTNERSHIP" shall have the meaning ascribed to such term in the
         recitals hereto.

(af)     "PARTNERSHIP INTEREST" of a Partner shall be the total interest of
         such Partner in the Partnership.

(ag)     "PARTNERSHIP LAW" shall have the meaning ascribed to such term in
         the recital hereto.


<PAGE>   9

(ah)     "PARTNERSHIP YEAR" shall have the meaning ascribed to such term in
         Section 1.6.

(ai)     "PERSON" means an individual or a corporation, partnership, trust,
         unincorporated organization, association or other entity.

(aj)     "PRICE" shall have the meaning ascribed to such term in Subsection
         8.3(a)(iv).

(ak)     "PROPOSED PURCHASER" shall have the meaning ascribed to such term in
         Subsection 8.3(a)(iv).

(al)     "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) upon the disposition of any property or asset of
         the Partnership that does not constitute capital gain for United
         States 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.

(am)     "SELLER" shall have the meaning ascribed to such term in Subsection
         8.3(a).

(an)     "SHARING PERCENTAGE" of a Partner shall be the portion of such
         Partner's Partnership Interest described as such in Section 3.1.

(ao)     "SUPER-MAJORITY" of the Partners means a Partner or Partners having
         Sharing Percentages aggregating more than seventy-five per cent
         (75%) of the Sharing Percentages held by all Partners.

(ap)     "TAX MATTERS PARTNER" shall have the meaning ascribed to such term
         in Section 6231(a)(7) of the Code.

(aq)     "TRANSFER" means an assignment, sale, exchange, gift, pledge,
         contribution, distribution, disposal, or other transfer.

(ar)     "UNREALIZED GAIN" as of any date of determination means the excess,
         if any, of the fair market value of property (as determined under
         Subsections 5.1(d) or 5.1(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 Subsections 5.1(d)
         or 5.1(e) as of such date of determination).

(as)     "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
         Subsections 5.1(d) or 5.1(e) as of such date) over the fair market
         value of such property (as determined under Subsections 5.1(d) or

<PAGE>   10

         5.1(e) as of such date of determination).

                                   ARTICLE 3
                                    CAPITAL

3.1      PARTNERSHIP INTERESTS.  The equity interest of each Partner in the
Partnership (the "PARTNERSHIP INTEREST") shall be expressed in terms of the
Partners' Sharing Percentages.  As at the date of this Amended and Restated
Agreement, the Sharing Percentage of each Partner shall be as follows:

<TABLE>
<CAPTION>
                NAME OF THE PARTNER                 SHARING PERCENTAGE
<S>                                                        <C> 
                 Managing Partner                          0.7%
               Teleglobe Mobile L.P.                       69.3%
                    New Partner                             30%
</TABLE>

Subject to any adjustments pursuant to Sections 3.3 and 3.6, the Partners
shall be required to make the capital contributions set forth in Sections
3.2, 3.3 and 3.6 and shall be entitled to receive the distributions set forth
in Articles 4 and 9.

3.2      INITIAL CAPITAL CONTRIBUTIONS.  On July 21, 1993, the Managing
Partner and Teleglobe Mobile L.P. have initially contributed amounts to the
capital of the Partnership as provided on Schedule A attached hereto
concurrently with the execution of the Original Agreement.  On July 21, 1993
and on November 18, 1993, the Managing Partner and Teleglobe Mobile L.P. have
contributed additional amounts to the capital of the Partnership as provided
on Schedule B attached hereto.

Contemporaneously with the execution of this Amended and Restated Agreement,
New Partner agrees to contribute the sum of Forty Three Million, Nine Hundred
and Six Thousand Eight Hundred and Twenty Two Dollars ($43,906,822.00) in
consideration for the thirty percent Sharing Percentage, which capital
contribution shall be (i) payable as follows;

<TABLE>
<CAPTION>
              PAYMENT DATE                         AMOUNT

<S>                                                <C>        
               June 29, 1994                       $17,562,729
               March 31, 1995                      $13,172,046
               June 30, 1995                       $13,172,047
</TABLE>

and, (ii) subject to the provisions of that certain escrow agreement attached
hereto as Schedule D and to be executed contemporaneously with this Amended
and Restated Agreement by and between the Partnership, the Managing Partner,
New Partner and The Bank of Nova Scotia Trust Company of New York (the
"ESCROW AGREEMENT").


<PAGE>   11

         In order to secure the capital contribution payments of March 31,
1995 and June 30, 1995, referred to above, New Partner shall within
forty-five (45) days from the date of this Amended and Restated Agreement
procure the Managing Partner with bank letters of credit in the respective
amounts of $13,172,046 and $13,172,047 issued by a reputable financial
institution acceptable to the Managing Partner which letters of credit shall
be guaranteed by the Malaysian agency of The Bank of Nova Scotia.

         In the event that New Partner does not provide the above-referred
letters of credit within the period of time prescribed by this Section 3.2,
this Amended and Restated Agreement shall, without any further action on the
part of any Partner, be amended to provide that New Partner total Initial
Capital Contribution shall be limited to $17,562,729 and that the Sharing
Percentage of New Partner shall be 12%.  In such event, the Partners also
give the power to the Managing Partner to amend any provision of this Amended
and Restated Agreement which require a modification as a result of the change
in the New Partner Initial Capital Contribution and Sharing Percentage.

         All capital contributions referred to in this Section 3.2 shall be
collectively referred to as the "INITIAL CAPITAL CONTRIBUTIONS").

3.3      NON-MANDATORY ADDITIONAL CAPITAL CONTRIBUTIONS.  As and when
requested by the Managing Partner and, provided that such request is
supported by new market opportunities, each Partner shall have the
opportunity, within thirty (30) days after receiving notice from the Managing
Partner requesting an additional capital contribution, to contribute in cash
or immediately available funds, such additional amount to the capital of the
Partnership in accordance with its Sharing Percentage at the time such
additional contribution is requested.  If any of the Partners declines to
make a contribution pursuant to this Section 3.3 then:

<PAGE>   12
         (a)     the other Partners shall be entitled to contribute the
                 amounts so declined on a prorata basis according to their
                 Sharing Percentages (in addition to any amount such Partners
                 are entitled to contribute pursuant to the preceding
                 paragraph); and

         (b)     the Partners' Sharing Percentages shall be adjusted as
                 follows:

                 Additional contributions....................................A
                 Contributions before additional contributions...............B
                 Sharing Percentages before additional contributions:
                 -   of the non-contributing Partner(s)......................C
                 -   of each of the contributing Partner(s)..................D
                 Sharing Percentages after additional contributions:
                 -   of each of the non-contributing Partner.................F
                 -   of each of the contributing Partner(s)..................G
                 Total Sharing Percentage adjustment.........................E
                 Sharing Percentage adjustment for:
                 -   each non-contributing Partner...........................H

                 where C, D, E, F and G are expressed as decimal numbers
                 (i.e. as fraction of 1) and not as percentages.

                            E = (A/(A + B)) * SIGMA C

                            F   =    C  - H

                            G = D + (D/(1 - SIGMA C)) * E

                            H = (A/(A + B)) * C

Notwithstanding the provisions of this Section 3.3, the Managing Partner
shall at no time request non-mandatory additional Capital Contribution in
excess of Ten Million Dollars ($10,000,000).

         All additional capital contributions referred to in Sections 3.3 and
3.6 shall be collectively referred to as the "ADDITIONAL CAPITAL
Contributions" and the Initial Capital Contributions and the Additional
Capital Contribution shall be collectively referred to as the "CAPITAL
CONTRIBUTIONS".
<PAGE>   13

3.4      NO INTEREST ON CAPITAL.  Except as otherwise provided for in the
Escrow Agreement, no interest shall be paid to the Partners on their
respective Capital Contributions or on Capital Account balances.

3.5      WITHDRAWAL OF CAPITAL CONTRIBUTIONS.  No Partner shall have the
right to withdraw or reduce any part of its Capital Contributions except as
provided in this Amended and Restated Agreement.

3.6      MANDATORY ADDITIONAL CAPITAL CONTRIBUTIONS AND DEFAULTS.
Notwithstanding Section 3.3, if the aggregate capital contributions of the
Partnership to the Limited Partnership are greater than $97,570,000 or if the
aggregate capital contribution of the Partnership to ORBCOMM U.S. Partners
L.P. and ORBCOMM International Partners L.P. is, in the aggregate, greater
than $10,000, the Managing Partner may, at its sole discretion, request from
the Partners additional mandatory capital contribution and each Partner
shall, within thirty (30) days after receiving notice from the Managing
Partner requesting such additional capital contribution, contribute in cash
or immediately available funds, an amount equal to such excess multiplied by
such Partner's Sharing Percentage at the time the additional capital
contribution is requested by the Managing Partner.  If any Partner (a
"DEFAULTING PARTNER") fails to contribute to the Partnership any of its
additional capital contributions as are required pursuant to this Section 3.6
or any other provision of this Amended and Restated Agreement requiring
mandatory additional capital contribution, and fails to cure such failure
within fifteen (15) days after receiving notice from the Managing Partner of
such failure, then the other Partners (the "NON-DEFAULTING PARTNERS") shall
have any and all remedies they may have at law or in equity including without
limitation to the extent permitted by applicable law:

         (a)     seeking enforcement of the Defaulting Partner's obligation
                 to make such Capital Contributions by appropriate legal
                 proceedings;

         (b)     notwithstanding Subsection 6.4(e), making a loan to the
                 Partnership in an amount equal to the portion of the
                 Defaulting Partner's contribution obligation that is in
                 default, which loan shall (i) bear interest at the rate of
                 the lesser of (x) the prime rate of Morgan Guaranty Trust
                 Company of New York as announced in the Wall Street Journal
                 plus five percent (5%) or (y) the maximum rate permitted by
                 law, (ii) be payable on the demand of the Partner making the
                 loan, prior to any distributions pursuant to Articles 4
                 or 9; or

         (c)     notwithstanding Article 8, selling or assigning such
                 Defaulting Partner's Partnership Interest in the
                 Partnership, in which event the proceeds of the sales or
                 assignment shall first be applied to the payment of the
                 expenses of the sale or assignment, next to the payment of
                 the obligation to make the Capital Contribution and the
                 balance, if any, shall be remitted to the Defaulting Partner.
<PAGE>   14

         In addition to any and all remedies that the Non-Defaulting Partners
may have at law or in equity, the Non-Defaulting Partners, as long as the
Defaulting Partner remains in default,  shall be entitled to revoke any of
the rights of the Defaulting Partner under this Amended and Restated
Agreement including, without limitation, its right to appoint nominees as
directors of the Managing Partner.  In addition, during the period for which
the Defaulting Partner is in default, the Defaulting Partner shall cause its
nominee as directors of the Managing Partner to vote in accordance with the
instructions of the nominees of the Non-Defaulting Partners.  Should the
nominees of the Non-Defaulting Partners not agree among each other as to the
instructions to be given to the nominees of the Defaulting Partners, the
nominees of the Defaulting Partners of the Managing Partner should abstain to
vote on any matter presented to the Managing Partner.

         Finally, to the extent that none of the above remedies allow the
Managing Partner to cure the default of the Defaulting Partner, the Managing
Partner, on behalf of the Partnership and the Non-Defaulting Partners, shall,
each time a Defaulting Partner is in default, be entitled to cancel (i) 25%
of the Defaulting Partner's entire Capital Contribution and Partnership
Interest for the first default to make a mandatory Capital Contribution, (ii)
50% of the Defaulting Partner's entire Capital Contribution and Partnership
Interest for the second default to make a mandatory Capital Contribution and
(iv) the remaining entire Defaulting Partner's Capital Contribution and
Partnership Interest.

3.7      NO PROPERTY CONTRIBUTION.  Except with the unanimous consent of all
the Partners, all Capital Contributions to the Partnership shall be made in
cash and no Partner shall be entitled to contribute any property to the
Partnership.

                                   ARTICLE 4
                                 DISTRIBUTIONS

4.1      DISTRIBUTIONS. For each Partnership Year, Distributable Cash shall
be distributed to the Partners, at such times as the Managing Partner may
determine, in accordance with their respective Sharing Percentages.

4.2      NATURE OF DISTRIBUTIONS.  Distributions may be made in cash or
property, or both, in the discretion of the Managing Partner.

4.3      TAX PAYMENTS.  If the Partnership withholds or pays any tax
(including any addition to tax, penalty, or interest (other than an addition
to tax, penalty, or interest attributable solely to an act or omission of the
Tax Matters Partner)) in respect of any Partner's distributive share of
Partnership income or distributions to any Partner, such payment or
withholding shall be treated as a distribution pursuant to Section 4.1 to
such Partner.  To the extent that the Partnership does not have sufficient
funds to make the tax payments referred to in this Section 4.3, the Managing
Partner shall be entitled to request a 

<PAGE>   15

mandatory capital contribution from such Partner, which contribution shall be
subject to the provisions of Section 3.6.


                                   ARTICLE 5
                       PARTNERS' ACCOUNTS; ALLOCATION OF
                        PARTNERSHIP INCOME AND EXPENSES

5.1      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
                 ("CAPITAL ACCOUNT").  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 items of Net Income allocated to such Partner;

                 and decreased by:

                 (iii)    the cash amount or Net Value of all actual and
                          deemed distributions of cash or property made to
                          such Partner; and

                 (iv)     all items of Net Loss allocated to such Partner.

                 The Partners agree that as of the date hereof the Capital
                 Account of each Partner is:

<TABLE>
<S>                                                 <C>           
                          Managing Partner          $    1,024,492
                          Teleglobe Mobile L.P.     $  101,424,759
                          New Partner               $   43,906,822

                          TOTAL                     $  156,356,073
                                                       ===========
</TABLE>

         (b)     COMPUTATION OF ITEMS OF INCOME, GAIN, LOSS OR DEDUCTION.
                 For purposes of computing the amount of any item of income,
                 gain, deduction or loss 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 United
                 States Federal income tax purposes (including any method of
                 depreciation, cost recovery or amortization used for this
                 purpose), provided that:


<PAGE>   16

                 (i)      In accordance with the requirements of 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.  Upon an adjustment pursuant to
                          Subsection 5.1(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
                          and 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 includible in gross
                          income or are neither currently deductible nor
                          capitalizable for United States 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.

         (c)     TRANSFEREES.  Generally, a transferee of a Partner's
                 Partnership Interest will succeed to the Capital Account
                 relating to the interest transferred.  However, if the
                 transfer causes a termination of the Partnership under
                 Section 708(b)(1)(B) of the Code, the Partnership's
                 properties shall be deemed to have been distributed in
                 liquidation of the Partnership to the Partners (including
                 the transferee of a Partnership Interest) and deemed
                 recontributed by such Partners in reconstitution of the
                 Partnership.  In 


<PAGE>   17

                 such event, the Carrying Values of the Partnership properties
                 shall be adjusted immediately prior to such deemed distribution
                 pursuant to Subsection 5.1(e) (and such adjusted Carrying
                 Values shall constitute the Net Values of such properties upon
                 this deemed contribution to the reconstituted Partnership). The
                 Capital Accounts of such reconstituted Partnership shall be
                 maintained in accordance with the principles of this Section
                 5.1.

         (d)     ADJUSTMENTS TO CARRYING VALUES.  In accordance with Treasury
                 Regulations Section 1.704-1(b)(2)(iv)(f), in connection with
                 either:

                 (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)     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 Managing Partner be adjusted (consistent with the
                 provisions hereof) upwards or downwards to reflect any
                 Unrealized Gain or Unrealized Loss attributable to each
                 Partnership property, as if such Unrealized Gain or
                 Unrealized Loss had been recognized upon an actual sale of
                 each such property at such time and had been allocated to
                 the Partners pursuant to Section 5.2.  For purposes of
                 determining such Unrealized Gain or Unrealized Loss, the
                 fair market value of Partnership assets shall be determined
                 by the Managing Partner using such reasonable methods of
                 valuation as it, in its sole discretion, 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 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 upon an actual sale of
                 each such property immediately prior to such distribution
                 and had been allocated to the Partners, at such time,
                 pursuant to Section 5.2.  For purposes of determining such
                 Unrealized Gain or Unrealized Loss, the 


<PAGE>   18

                 fair market values of relevant Partnership properties shall be
                 determined by the Managing Partner pursuant to Section 6.4
                 using such reasonable methods of valuation as it, in its sole
                 discretion, deems appropriate.

5.2      ALLOCATIONS OF NET INCOME AND NET LOSS.

         (a)     IN GENERAL.  Subject to Subsection 5.2(b), Net Income and
                 Net Loss shall be allocated to the Capital Accounts of the
                 Partners in proportion to their respective Sharing
                 Percentages.

         (b)     SPECIAL PROVISIONS GOVERNING CAPITAL ACCOUNT ALLOCATIONS.
                 To the extent inconsistent with the provisions of Subsection
                 5.2(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 partnership minimum gain.  This
                          Subsection 5.2(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 Subsection 5.2(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.

<PAGE>   19

                 (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 nonrecourse
                                  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 Subsections 5.2(b)(i), (ii), (iii) and
                          (iv) shall be taken into account in computing
                          subsequent allocations of items of income, gain,
                          deduction or loss 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.

         (c)     ALLOCATIONS FOR TAX PURPOSES.

                 (i)      For United States Federal income tax purposes,
                          except as otherwise provided in this Subsection
                          5.2(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).

                 (ii)     In the case of Contributed Property, items of
                          income, gain, loss, depreciation, amortization and
                          cost recovery shall be allocated among the Partners
                          in a manner consistent with the principles of
                          Section 704(c) of the Code.  In the case of
                          Adjusted Property, items of income, gain, loss,
                          depreciation

<PAGE>   20

                          and cost recovery deductions attributable thereto
                          shall:

                          (1)     first, be allocated among the Partners in a
                                  manner consistent with the principles of
                                  Section 704(c) of the Code to take into
                                  account the Unrealized Gain or Unrealized
                                  Loss attributable to such property and the
                                  allocation thereof pursuant to Subsection
                                  5.1(c) or 5.1(d); and

                          (2)     second, in the event such property was
                                  originally Contributed Property, be
                                  allocated among the Partners in a manner
                                  consistent with Subsection (ii) above.

                 (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 United
                          States 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 United
                          States 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)     OTHER RULES PERTAINING TO ALLOCATIONS.  Subject to
                 Article 6, 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;


<PAGE>   21

                 (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 Amended and Restated
                          Agreement, and to comply with United States Federal
                          and state 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.


                                   ARTICLE 6
                      POWERS AND OBLIGATIONS OF PARTNERS

6.1      MANAGING PARTNER TO MANAGE BUSINESS.  Except to the extent required
by law or specific provisions of this Amended and Restated Agreement, the
Managing Partner shall manage and control the business of the Partnership and
shall devote such portion of its time and attention to the conduct of the
business of the Partnership as is necessary to carry out the purposes and
business of the Partnership.  Except as otherwise specifically provided
herein, the other Partners shall not have any right or authority to act for
or bind the Partnership.  The other Partners hereby consent to the exercise
by the Managing Partner of the powers conferred on it hereunder.  It is
acknowledged by the Partners that the officers of the Managing Partner will
act in accordance with the guidelines established to that effect by the Board
of Directors.

6.2      AUTHORIZATION OF PARTNERS.  The Partners hereby authorize the
Managing Partner, on behalf of the Partnership, to become a general partner
and a limited partner in the ORBCOMM Partnerships.

6.3      BOARD OF DIRECTORS OF THE MANAGING PARTNER.  The Board of Directors
of the Managing Partner will consist of a minimum of three and of a maximum
of ten directors.  Each Partner shall be entitled to representation on the
Board of Directors of the Managing Partner in proportion to its Sharing
Percentage in the Partnership (without rounding up, and to be a minimum of
one).  The Chairman of the Board of the Managing Partner shall be appointed
by Teleglobe Mobile L.P. and in the event of a deadlock on any decision of
the Board of Directors of the Managing Partner, the Chairman shall have a
casting vote.


<PAGE>   22

6.4      APPROVAL OF CERTAIN MATTERS.  Notwithstanding the provisions of
Section 6.1, the approval of a Super-Majority of the Sharing Percentages
shall be required to:

         (a)     transfer all or substantially all the assets of the
                 Partnership or contract to do so;

         (b)     merge or consolidate the Partnership with any other Person;

         (c)     permit the entry by the Partnership into any additional line
                 of business other than those described in Section 1.3 or
                 directly related thereto;

         (d)     admit any Persons to the Partnership as a Partner provided
                 that, so long as the aggregate Sharing Percentages of the
                 Managing Partner and Teleglobe Mobile L.P. equal at least
                 30% of the total Sharing Percentages, the Managing Partner
                 shall be entitled to accept new Partners without the consent
                 of the other Partners provided that the Managing Partner
                 shall not accept any new Partners from the South-East Asia
                 Region unless the New Partner gives its prior written
                 consent to the admission of such new Partner to the
                 Partnership;

         (e)     cause the Partnership to borrow any amounts in excess of
                 U.S.$5,000,000;

         (f)     modify in any material respect, any significant accounting
                 policy or tax policy;

         (g)     make on behalf of the Partnership an assignment for the
                 benefit of the creditors, decide on behalf of the
                 Partnership to submit the Partnership to any proceedings
                 under any bankruptcy or insolvency law, decide to avail the
                 Partnership of the benefit of any other legislation for the
                 benefit of debtors, or take steps to wind up or terminate
                 the Partnership's existence; and

         (h)     amend any provisions of this Amended and Restated Agreement
                 except to give effect to Subsections 6.4(d) and 8.1(b) and
                 any transfer accepted under Section 8.2.

6.5      MEETINGS.  Meetings of the Partners may be called by any Partner and
shall be held at such location as shall be reasonably determined by the
Managing Partner.  Notwithstanding any provisions of applicable law, not less
than ten (10) business days prior written notice of the time, place and
purpose of each meeting of Partners shall be provided by each Partner calling
such meeting provided that any Partner may waive compliance with such notice

<PAGE>   23

requirement.  Any meeting may be adjourned from time to time by the Managing
Partner and, except as provided below, the meeting may be held as adjourned
without further notice.  Any Partner may participate in any meeting by means
of conference telephone, video or similar communications equipment allowing
all persons to participate in the meeting to hear each other at the same
time.  Any action required or permitted to be taken with the approval of the
Partners may be taken without a meeting upon written consent of all Partners
which written consent shall be filed with the records of the meeting of the
Partners.  The quorum for any meetings of the Partnership shall be at least
two Partners representing at least 75% of the total Sharing Percentages.  If
at any such meeting, the Partners of at least 75% of the total Sharing
Percentages are not present or represented by proxy within one-half hour
after the time appointed for such meeting, then the meeting shall be
adjourned to such date not less than ten (10) business days thereafter and to
such time and place as may be designated by the chairman of such meeting, and
not less than five (5) business days' written notice shall be given of such
adjourned meeting.  At such adjourned meeting the Partners present or
represented by proxy may transact the business for which the meeting was
originally called.


                                   ARTICLE 7
                                   ACCOUNTS

7.1      BOOKS.  Each Partner shall have the right to inspect the
Partnership's books and records (including a list of the names and addresses
of Partners) at any reasonable time upon advance written request to the
Managing Partner, which books and records shall be maintained by the
Partnership.

7.2      CERTIFICATES, REPORTS, RETURNS AND AUDITS.

         (a)     The books of account shall be closed promptly after the end
                 of each Partnership Year.  Within thirty (30) days of the
                 end of the Partnership Year, the Managing Partner shall
                 provide each Person who was a Partner at any time during
                 such Partnership Year an unaudited statement of profit and
                 loss for such year.  Within ninety (90) days of the end of
                 the Partnership Year, the Managing Partner shall provide to
                 each Person who was a Partner at any time during such
                 Partnership Year audited financial statements that shall
                 include a statement of profit and loss and a statement of
                 cash flows for the year then ended, a balance sheet as of
                 the close of the Partnership Year and a statement of such
                 Partner's Capital Account, all of which shall be prepared in
                 accordance with generally accepted accounting principles in
                 the United States, and shall be audited by the Partnership's
                 independent public accountants.

         (b)     Within ten (10) days of the receipt thereof by the
                 Partnership or by the Managing Partner in its capacity as
                 managing partner of the Partnership, 


<PAGE>   24

                 the Managing Partner shall forward to the Partners any audited
                 or unaudited financial statements in final form received from
                 ORBCOMM Partnerships.

         (c)     The Managing Partner shall be the Tax Matters Partner of the
                 Partnership.  The Tax Matters Partner shall prepare or cause
                 to be prepared all United States, state, local and foreign
                 tax returns of the Partnership for each year for which such
                 returns are required to be filed.  The Partnership shall
                 reimburse the Tax Matters Partner for all expenses incurred
                 by the Tax Matters Partner in carrying out its
                 responsibilities as such under the terms of this Amended and
                 Restated Agreement, other than expenses that are
                 attributable to the gross negligence, wilful or wanton
                 conduct or bad faith of the Tax Matters Partner.

7.3      AUDITORS.  For purposes of financial reporting and Federal income
tax return preparation, the independent certified public accounting firm for
the Partnership initially shall be Grant Thornton.

                                   ARTICLE 8
                     ADMISSION AND WITHDRAWAL OF PARTNERS
                    AND TRANSFERS OF PARTNERSHIP INTERESTS

8.1      ADMISSION OR TRANSFER OF OR BY A PARTNER.

         (a)     Any admission of a Partner shall be deemed to occur
                 effective on the day of the calendar month on which the
                 admission or transfer occurs.

         (b)     In the event of the admission of a Partner, this Amended and
                 Restated Agreement shall be promptly amended as necessary to
                 reflect any changes in the Sharing Percentages and to
                 reflect the Capital Contributions of the newly admitted
                 Partner or the withdrawal of capital by any withdrawing
                 Partner, and to set forth any new provisions or to amend any
                 existing provisions of this Amended and Restated Agreement
                 that may be necessary or desirable in light of the admission
                 or withdrawal of a Partner.

         (c)     The Managing Partner shall cause the Partnership to elect
                 the interim closing of the books method of accounting with
                 respect to (i) the admission of a new Partner to the
                 Partnership and (ii) a Transfer by a Partner of all or a
                 portion of its Partnership Interest.

8.2      TRANSFER OF SHARING PERCENTAGES.


<PAGE>   25

         (a)     GENERAL REQUIREMENTS.  Subject to the right of first refusal
                 contained in Section 8.3, and subject to any restrictions on
                 transferability by operation of law, a Partner may make a
                 Transfer in writing of all or any portion of its Partnership
                 Interest; provided, however, that:

                 (i)      no such Transfer shall be permitted if such
                          Transfer would, in the judgment of counsel to the
                          Partnership, jeopardize the status or cause the
                          termination of the Partnership as a partnership for
                          United States Federal income tax purposes;

                 (ii)     no such Transfer shall be permitted if such
                          Transfer would, in the judgment of counsel to the
                          Partnership, violate or cause the Partnership to
                          violate, any applicable law or governmental rule or
                          regulation, including without limitation, any
                          applicable federal or state securities law; and

                 (iii)    subject to the provisions of Subsection 8.2(c),
                          without the unanimous consent of the Partners at
                          their sole discretion, no Partner may make a
                          Transfer of more than ten percent (10%) of Sharing
                          Percentage to any Person.

         (b)     ADDITIONAL AGREEMENT OF PARTNERS.  By executing this Amended
                 and Restated Agreement, each Partner shall be deemed to have
                 consented to any Transfer in conformity with Subsection
                 8.2(a).  Each Partner agrees, upon request of the Managing
                 Partner, to execute such certificates or other documents and
                 perform such acts as the Managing Partner deems appropriate
                 to preserve the status of the Partnership as a partnership
                 after the completion of any Transfer of any Partnership
                 Interest under the laws of the jurisdiction in which the
                 Partnership is doing business.  Each Partner making such a
                 Transfer agrees to pay, prior to the time the Managing
                 Partner consents to such Transfer, all reasonable expenses,
                 including attorneys' fees, incurred by the Partnership in
                 connection with such Transfer.

         (c)     TELEGLOBE MOBILE L.P.  Subject to Subsection 6.4(d) with
                 respect to the admission of new Partners from the South-East
                 Asia Region, as long as the aggregate Sharing Percentages of
                 the Managing Partner and Teleglobe Mobile L.P. equal at
                 least 30% of the total Sharing Percentages, Teleglobe Mobile
                 L.P. shall be entitled to dispose of any portion of its
                 Partnership Interest without the prior written consent of
                 the other Partners or without complying with the provisions
                 of Section 8.3 with respect to the right of first refusal.
<PAGE>   26

8.3      RIGHT OF FIRST REFUSAL.

         (a)     GENERAL.  Subject to the provisions of Subsection 8.2(c), if
                 at any time any Partner desires to make a Transfer (each a
                 "SELLER") of:

                 (i)      any portion of its Partnership Interest;

                 (ii)     any other equity security of the Partnership;

                 (iii)    any debt security of the Partnership; or

                 (iv)     any option, warrant or other right to subscribe
                          for, purchase or otherwise acquire any interest,
                          equity or debt security of the Partnership
                          (collectively, the "OFFERED SECURITIES"), to a bona
                          fide third-party purchaser other than a
                          wholly-owned subsidiary (the "PROPOSED PURCHASER"),
                          the Seller shall first make an offer in writing
                          (the "OFFER") which Offer shall be for cash only,
                          or cash equivalent to the other Partners in a form
                          acceptable to such Partner offeree (the "OFFEREE"),
                          to sell all such Offered Securities to the Offeree
                          at a price ("PRICE") equal to the amount offered by
                          the Proposed Purchaser, which Price shall be final,
                          binding and conclusive on the Seller and Offeree.
                          The Offer shall specify the terms of the offer by
                          the Proposed Purchaser and the name of the Proposed
                          Purchaser and shall be accompanied by copies of any
                          agreement or documents executed or delivered, or to
                          be executed or delivered, by the Seller and the
                          Proposed Purchaser.  The Offeree may accept such
                          Offer, at the Price and upon the same terms and
                          conditions as the Proposed Purchaser's offer,
                          within sixty (60) days after Offeree's receipt of
                          the Offer.  In the event that no acceptance is
                          received from the Offeree within such sixty (60)
                          day period, the Offer shall be deemed to have been
                          refused.  Upon any refusal of an Offer, the Seller
                          shall be at liberty for the further period of sixty
                          (60) days to sell all but not less than all of the
                          Offered Securities to the Proposed Purchaser on
                          terms which are not more favourable to the Proposed
                          Purchaser than the terms set forth in the Offer,
                          provided that the Proposed Purchaser agrees in
                          writing to be bound by this Amended and Restated
                          Agreement to the same extent as the Seller was
                          bound.  If no such sale is completed within such
                          sixty (60) day period, the Seller shall be
                          required, before selling, transferring, assigning
                          or otherwise disposing of 
<PAGE>   27

                          the Offered Securities, to re-offer the Offered
                          Securities to the Offeree in the manner set forth in
                          this Section 8.3.

         (b)     CLOSING OF OFFERED SECURITIES.  The closing of the purchase
                 and sale of the Offered Securities resulting from the
                 acceptance of an offer by the Offeree shall occur no later
                 than thirty (30) business days following the Offeree's
                 acceptance of the Offer at such place and time as the Seller
                 and the Offeree shall mutually agree.  At such closing, the
                 Offeree shall pay the Price in cash or cash equivalent in
                 accordance with the terms of the Offer to the Seller of the
                 Offered Securities to be transferred, and the Seller shall
                 deliver resignations of all members of the board of the
                 Managing Partner nominated by the Seller, if any.  Payment
                 for the Offered Securities shall be made in United States
                 dollars in immediately available funds.

8.4      TRANSFEROR'S AND TRANSFEREE'S RIGHTS AND DUTIES.  Any purported
Transfer of all or any portion of a Partnership Interest which is not in
compliance with Sections 8.2 and 8.3 is hereby declared to be null and void
and of no force or effect whatsoever.  If a Transfer is in compliance with
Sections 8.2 and 8.3, the transferee shall be admitted as a Partner and shall
succeed to the rights and obligations of the assignor in respect of the
transferred interest (including, without limitation, any pending obligation
to make any mandatory capital contribution on the part of the assignor), as
of the first day of the month next following receipt by the Managing Partner
of written notice of assignment and fulfilment of all conditions precedent to
such assignment provided for in this Amended and Restated Agreement.  If a
Partner makes a Transfer of all or a portion of its Partnership Interest to a
wholly-owned subsidiary, such transferring Partner shall remain liable as
guarantor for the obligations so assigned.

8.5      SATISFACTORY WRITTEN ASSIGNMENT REQUIRED.  Anything herein to the
contrary notwithstanding, the Partnership, the Partners, and the Managing
Partner shall be entitled to treat the transferor of Partnership Interest as
the absolute owner thereof in all respects, and shall incur no liability for
distributions made in good faith to such transferor, until such time as a
written Transfer that conforms to the requirements of this Article 8 has been
received by and recorded on the books of the Partnership.

8.6      ADMISSION AND WITHDRAWAL OF PARTNERS.  Except with the consent of
the Managing Partner, no Partner shall be admitted to the Partnership or
permitted to withdraw or resign from the Partnership other than as a result
of a Transfer permitted under Sections 8.2 and 8.3.  If any Partner withdraws
or resigns from the Partnership in violation of this Amended and Restated
Agreement, any unpaid balance of such Partner's Capital Contribution shall
become immediately due and payable and such Partner shall not be entitled to
any further distributions from the Partnership.

<PAGE>   28

                                   ARTICLE 9
                          DISSOLUTION AND LIQUIDATION

9.1      DISSOLUTION.  The Partnership shall dissolve on the first to occur
of the following:

         (a)     The expiration of the term of the Partnership as provided in
                 paragraph 1.7; or

         (b)     The election by all of the Partners to dissolve the
                 Partnership.

9.2      DISTRIBUTION ON DISSOLUTION.  The proceeds of liquidation and other
assets of the Partnership shall be applied and distributed in the following
order of priority:

         (a)     To the payment of debts and liabilities of the Partnership
                 and the expenses of liquidation, and to the setting up of
                 any reserves that the Managing Partner may deem reasonably
                 necessary for any contingent or unforeseen liabilities or
                 obligations of the Partnership; and

         (b)     Any balance then remaining shall be distributed to the
                 Partners in accordance with their respective positive
                 Capital Accounts, provided that income, gains, losses, and
                 deductions for that year shall first be allocated in
                 accordance with the provisions of Article 5.

9.3      CONTRIBUTION BY THE PARTNERS.  On liquidation of all or
substantially all of the Partnership's assets, if a Partner has a negative
Capital Account, it shall contribute capital to the Partnership in an amount
equal to the deficit balance in such Partner's Capital Account.

9.4      ASSETS OTHER THAN CASH.  Assets of the Partnership may be
distributed in kind on the basis of the then appraised value of such assets.
If agreed to by all the Partners, distributions in-kind shall be made to the
Partners as tenants-in-common.  For purposes of making such distribution
only, the unrealized profit or loss on any such asset (based on its fair
market value) shall be first allocated among the Partners and the
distribution of the asset shall be treated as a distribution of cash equal to
the fair market value of such asset.


                                  ARTICLE 10
                      INDEMNIFICATION OF MANAGING PARTNER

10.1     EXCULPATION OF MANAGING PARTNER.  Neither the Managing Partner nor
any officer, employee, agent or shareholder of the Managing Partner, shall be
liable, responsible or accountable in damages or otherwise to the Partnership
or any Partner for any action taken or failure to act on behalf of the
Partnership within the scope of the authority conferred on the 


<PAGE>   29

Managing Partner by this Amended and Restated Agreement or by law, unless such
act or omission constitutes gross negligence, wilful misconduct or fraud. To the
extent that the acts or omissions of the Managing Partner, or any officer,
employee, agent or shareholder of the Managing Partner constitute gross
negligence, wilful misconduct or fraud by the Managing Partner, the Managing
Partner shall indemnify and save harmless the Partnership and the Partners from
any loss or damage occasioned thereby (including, without limitation, reasonable
attorneys' fees).

10.2     INDEMNIFICATION OF MANAGING PARTNER.  The Partnership shall
reimburse the Managing Partner for all ordinary and necessary operating
expenses incurred by the Managing Partner in carrying on the Partnership's
business.  The Partnership shall indemnify and hold harmless the Managing
Partner, and each officer, director, employee, agent and shareholder of the
Managing Partner (each, an "INDEMNITEE"), from and against any loss, expense,
damage or injury suffered or sustained by any of them by reason of any acts,
omissions or alleged acts or omissions arising out of its activities on
behalf of the Partnership or in furtherance of the interests of the
Partnership, including but not limited to any judgment, award, settlement,
reasonable attorneys' fees and other costs or expenses incurred in connection
with the defense of any actual or threatened actions, proceedings or claims
if the acts, omissions or alleged acts or omissions upon which such actual or
threatened actions, proceedings or claim is based were for a purpose
reasonably believed by such Indemnitee to be in the best interests of the
Partnership and did not constitute gross negligence, wilful misconduct or
fraud by such Indemnitee.  Reasonable expenses incurred by an Indemnitee may,
in connection with the defense of any actual action or proceeding in which
Partners are adverse parties or in which the person who incurred the expenses
is accused of grossly negligent acts or omissions or wilful misconduct, be
paid or reimbursed by the Partnership in advance of the final disposition of
the action, proceeding or claim upon receipt by the Partnership of (i) a
written affirmation by the Indemnitee of his good faith belief that he has
met the standard of conduct necessary for indemnification by the Partnership
and (ii) a written undertaking by or on behalf of the Indemnitee to repay
such amount if it shall ultimately be determined that he has not met such
standard of conduct, which undertaking shall be an unlimited general
obligation of the Indemnitee but need not be secured (unless so required by
the Managing Partner) and may be accepted without reference to financial
ability to make the repayment.


                                  ARTICLE 11
                           MISCELLANEOUS PROVISIONS

11.1     NOTICES.  Any notice, consent, authorization, direction or other
instrument required or permitted to be given hereunder ("NOTICES") shall be
in writing and shall be delivered either by personal delivery, by certified
mail or by telecopier, return receipt requested, and addressed as follows:

<PAGE>   30

         TELEGLOBE MOBILE INVESTMENT INC.
         c/o Corporation Service Company
         1013 Centre Road
         Wilmington, Delaware

         With a copy by telecopier to:

         TELEGLOBE INC.

         Attention:       The Corporate Secretary

         Telecopier:      (514) 868-8153

         TELEGLOBE MOBILE L.P.
         c/o Corporation Service Company
         1013 Centre Road
         Wilmington, Delaware

         With a copy by telecopier to:

         TELEGLOBE INC.

         Attention:       The Corporate Secretary

         Telecopier:      (514) 868-8153

         TR (U.S.A.) LTD.
         c/o Corporation Trust Centre
         1209 Orange Street
         City of Wilmington, Country of New Castle
         Delaware  19801

         With a copy by telecopier to:

         TECHNOLOGY RESOURCES INDUSTRIES BHD.

         Attention:       The Secretary

         Telecopier:      03 263-2018

Any Notice shall be deemed to have been effectively given and received, if
sent by telecopier, on the next business day following receipt of such
transmission confirmation of receipt by confirmed facsimile transmission
being deemed receipt of communication sent by telecopy or,


<PAGE>   31

if delivered, to have been given and received on the date of such delivery. Any
Partner may change its address for service by written Notice given as aforesaid.

11.2     INTEGRATION.  This Amended and Restated Agreement sets forth the
entire agreement between the parties with regard to the subject matter hereof.

11.3     RESOLUTION OF DISPUTES.

         (a)     Any controversy or claim that may arise under, out of, in
                 connection with or relating to this Amended and Restated
                 Agreement or any breach hereof or thereof, shall be
                 submitted to a representative management panel of the
                 Partners.  Each of the Partners involved in any such
                 controversy or claim may appoint up to three individuals to
                 such panel.  The members of such panel shall be appointed by
                 each such Partner within ten (10) days of the receipt by any
                 Partner of notice of the existence of such controversy or
                 claim.  The unanimous decision and agreement of such panel
                 shall resolve the controversy or claim.  If the panel is
                 unable to resolve such matter within thirty (30) days of the
                 submission of such controversy or claim to such panel, it
                 shall be brought before the Presidents or Chairman of each
                 of the Partners involved in any such controversy or claim,
                 for final resolution.  If such individuals are unable to
                 resolve the matter within thirty (30) days of the submission
                 of such controversy or claim to such individuals, any
                 Partner may remove the controversy or claim for arbitration
                 in accordance with Subsection 11.3(b).

         (b)     Any controversy or claim that is not resolved under
                 Subsection 11.3(a) shall be settled by final and binding
                 arbitration in New York, New York in accordance with the
                 then existing United States domestic rules of the American
                 Arbitration Association ("AAA").  In the event that more
                 than one claim or controversy arise under this Amended and
                 Restated Agreement such claims or controversies may be
                 consolidated in a single arbitral proceeding.  Each of the
                 Partners involved in such controversy or claim shall appoint
                 one arbitrator.  If any party shall fail to appoint an
                 arbitrator within thirty (30) days from the date on which
                 another party's request for arbitration has been
                 communicated to the first party, such appointment shall be
                 made by the AAA.  The arbitrators so appointed shall agree
                 upon another arbitrator who shall act as chairman of the
                 arbitral tribunal.  If the appointed arbitrators fail to
                 nominate a chairman within ten (10) days from the date as of
                 which both arbitrators shall have been appointed, such
                 chairman shall be selected by the AAA.  In all cases, the
                 arbitrators shall be fluent in English.  In the event that
                 the arbitral tribunal consists of an even number of
                 arbitrators, the Chairman 


<PAGE>   32

                 shall have a casting vote. Judgment upon any award rendered by
                 the arbitrators may be entered in any court having jurisdiction
                 or application may be made for judicial acceptance of the award
                 and an order of enforcement, as the case may be. The Partners
                 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 or Parties against whom enforcement
                 is sought shall pay all reasonable costs and attorneys' fees
                 incurred by the party seeking to enforce the award.

For the purposes of this Section 11.3, the Managing Partner and any Partner
who controls the Managing Partner shall be considered as only one Partner.

11.4     APPLICABLE LAW.  This Amended and Restated Agreement shall be
governed by, construed and enforced in accordance with the laws of Delaware
without giving effect to the provisions, policies or principles thereof
relating to choice or conflict of laws.

11.5     COUNTERPARTS.  This Amended and Restated Agreement may be executed
in counterparts and all counterparts so executed shall constitute one Amended
and Restated Agreement binding on all the parties.  It shall not be necessary
for each party to execute the same counterparts.

11.6     SEVERABILITY.  In case any one or more of the provisions contained
in this Amended and Restated Agreement or any application of the provisions
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions or the remaining
applications shall no time any way be affected or impaired.

11.7     CAPTIONS.  The captions and headings in this Amended and Restated
Agreement are for convenience only and shall not be considered in
interpreting any provision of this Amended and Restated Agreement.

11.8     BINDING EFFECT.  Except as otherwise provided to the contrary, this
Amended and Restated Agreement shall be binding upon, and inure to the
benefit of, the Partners and their respective heirs, executors,
administrators, successors and assigns.

11.9     GENDER AND NUMBER.  Whenever required by the context, the singular
shall be deemed to include the plural, and the plural shall be deemed to
include the singular, and the masculine, feminine and neuter genders shall
each be deemed to include the other.

11.10    AMENDMENT.  Except as otherwise provided, this Amended and Restated
Agreement may be amended in whole or in part only by an agreement in writing
signed by all the Partners.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first


<PAGE>   33

above written.

TELEGLOBE MOBILE                          TELEGLOBE MOBILE L.P.
INVESTMENT INC.                           BY ITS GENERAL PARTNER
                                          TELEGLOBE MOBILE INC.



By:                                       By:




TR (U.S.A.) LTD.



By:



<PAGE>   34



                             AMENDED AND RESTATED
                         GENERAL PARTNERSHIP AGREEMENT
                           TELEGLOBE MOBILE PARTNERS


                                  SCHEDULE A

                       BUSINESS ADDRESS OF THE PARTNERS
                                      AND
                         INITIAL CAPITAL CONTRIBUTIONS



<TABLE>
<CAPTION>
                                                                 INITIAL CAPITAL
NAME OF PARTNER                                                   CONTRIBUTION


<S>                                                                  <C>
TELEGLOBE MOBILE INVESTMENT INC.                                       $10
c/o Corporation Service Company
1013 Centre Road
Wilmington, Delaware



TELEGLOBE MOBILE L.P.                                                 $990
c/o Corporation Service Company
1013 Centre Road
Wilmington, Delaware
</TABLE>



<PAGE>   35



                             AMENDED AND RESTATED
                         GENERAL PARTNERSHIP AGREEMENT
                           TELEGLOBE MOBILE PARTNERS


                                  SCHEDULE B

                      JULY 21, 1993 AND NOVEMBER 18, 1993
                             CAPITAL CONTRIBUTIONS



<TABLE>
<CAPTION>
        NAME OF PARTNERS               21/07/93          18/11/93    TOTAL CAPITAL
                                   CONTRIBUTION      CONTRIBUTION    CONTRIBUTIONS
<S>                                 <C>               <C>             <C>          
Teleglobe Mobile Investment Inc.       $20,030.00        $80,000.00     $100,040.00

Teleglobe Mobile L.P.               $1,982,970.00     $7,920,000.00   $9,903,960.00
</TABLE>



<PAGE>   36



                             AMENDED AND RESTATED
                         GENERAL PARTNERSHIP AGREEMENT
                           TELEGLOBE MOBILE PARTNERS


                                  SCHEDULE C

                      JUNE 29, 1994 CAPITAL CONTRIBUTIONS


<TABLE>
<CAPTION>
       NAME OF PARTNERS               JUNE 29,               TOTAL
                                        1994                CAPITAL
                                    CONTRIBUTIONS         CONTRIBUTION

<S>                                 <C>                    <C>        
Teleglobe Mobile Investment Inc.         Nil                  $100,040


Teleglobe Mobile L.P.                    Nil                $9,903,960

New Partner                         $17,562,729(1)         $17,562,729
</TABLE>


(1)                As part of a commitment for $43,906,822.



<PAGE>   37


                             AMENDED AND RESTATED
                         GENERAL PARTNERSHIP AGREEMENT
                           TELEGLOBE MOBILE PARTNERS


                                  SCHEDULE D


                               ESCROW AGREEMENT