<PAGE>   1
                                                                   EXHIBIT 10.20





                               ORBCOMM USA, L.P.

                               RESELLER AGREEMENT

                                      WITH

                          ORBITAL SCIENCES CORPORATION
                                   ITS GROUP
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
SECTION 1 - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2 - NON-EXCLUSIVE LICENSE . . . . . . . . . . . . . . . . . . . . .  3
SECTION 3 - TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 4 - RESPONSIBILITIES OF RESELLER  . . . . . . . . . . . . . . . . .  4
SECTION 5 - RESPONSIBILITIES OF ORBCOMM USA . . . . . . . . . . . . . . . .  8
SECTION 6 - TRADE NAME, TRADEMARKS, AND OTHER RIGHTS AND INTERESTS  . . . .  8
SECTION 7 - NON-COMPETITION . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 8 - FEES AND PAYMENT TERMS  . . . . . . . . . . . . . . . . . . . . 10
SECTION 9 - RESELLER REPRESENTATIONS, WARRANTIES AND COVENANTS  . . . . . . 10
SECTION 10 - PROPRIETARY INFORMATION  . . . . . . . . . . . . . . . . . . . 10
SECTION 11 - RESTRICTIONS ON ACCESS . . . . . . . . . . . . . . . . . . . . 11
SECTION 12 - DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 13 - TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 14 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY . . . . . 13
SECTION 15 - DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 16 - TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 17 - MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . 15
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
EXHIBIT C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
EXHIBIT D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
<PAGE>   3
                               ORBCOMM USA, L.P.

                               RESELLER AGREEMENT


This Reseller Agreement ("Agreement") is entered into this ___ day of January,
1997 by and between ORBCOMM USA, L.P., a Delaware limited partnership ("ORBCOMM
USA"), with its offices located at 21700 Atlantic Boulevard, Dulles, Virginia
20166, and ORBITAL SCIENCES CORPORATION ITS GROUP, a Delaware corporation
("Reseller"), with its offices located at 20301 Century Boulevard, Germantown,
Maryland 20874.

                              W I T N E S S E T H:

        WHEREAS, ORBCOMM USA and its affiliates intend to operate a system to
provide low-Earth orbit satellite mobile message and data communications and
position determination service throughout the world; and




<PAGE>   4
        WHEREAS, Reseller desires to market and to sell access to and use of
such system 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)      "Actual Billing Cycle Amount" shall mean the sum of (i) the
activation charges for new Subscribers incurred in the previous monthly billing
cycle, (ii) the access charges for new Subscribers incurred during the previous
monthly billing cycle pro rated for such cycle and the access charges for all
current Subscribers for the succeeding monthly billing cycle and (iii) actual
Subscriber usage charges incurred during the preceding monthly billing cycle,
calculated using the prices set forth in the ORBCOMM USA Reseller Pricing Rate
Schedule.

        (b)      "Affiliate" shall mean, with respect to any Person (i) any
Person that directly, or indirectly through one or more intermediaries,
controls such Person or (ii) any Person that is controlled by or is under
common control with a controlling 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 who is an independent business
separate from Reseller that is authorized by contract with Reseller to solicit
customers and Subscribers on Reseller's behalf for ORBCOMM Products and
Services, provided that such Agent shall have been approved in advance in
writing by ORBCOMM USA.

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

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

        (f)      "Governmental Authority" shall have the meaning assigned
thereto in Section 4(c) hereof.

        (g)      "Multinational Account" shall mean an account pursuant to
which a customer who may be a reseller or other intermediary or an end-user,
access the ORBCOMM System, using some or all of its Subscriber Communicators,
in more than one territory; such Subscriber Communicators may be permanently
located in one specific territory, or they may be located in two or more
territories and roam between such territories.

        (h)      "ORBCOMM Global" shall mean the Delaware limited partnership
formed





                                       4
<PAGE>   5
pursuant to the Agreement of Limited Partnership of ORBCOMM Global, L.P.

        (i)      "ORBCOMM Products and Services" shall mean products and
services provided by ORBCOMM USA using the ORBCOMM System.

        (j)      "ORBCOMM Reseller Operations Manual" shall mean the document
attached hereto as Exhibit B, as such document may be amended or modified from
time to time by ORBCOMM USA.

        (k)      "ORBCOMM System" shall mean the low-Earth orbit two-way
message and data communications and position determination system developed,
built, launched and operated by ORBCOMM Global or any successors and assigns
thereof.

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

        (m)      "ORBCOMM USA Reseller Pricing Rate Schedule" shall mean the
ORBCOMM USA Reseller Pricing Rate Schedule, a current copy of which is attached
hereto as Exhibit C and which may be amended by ORBCOMM USA upon 90 days prior
written notice.

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

        (o)      "Subagent" shall mean a Person who is an independent business
separate from an Agent that is authorized by contract with the Agent to solicit
customers and Subscribers on Reseller's behalf for ORBCOMM Products and
Services, provided that such Subagent shall have been approved in advance in
writing by ORBCOMM USA.

        (p)      "Subscriber" shall mean a customer purchasing access to the
ORBCOMM System from Reseller, provided that a customer purchasing access to the
ORBCOMM System from an Agent or Subagent shall be deemed a Subscriber of
Reseller.

        (q)      "Subscriber Communicator" shall mean the equipment used by a
remote Subscriber to provide access to the ORBCOMM System that has been "Type
Approved" by or on behalf of ORBCOMM USA and to which a physical serial number,
device control number, associated radio identification codes and ORBCOMM System
Address have been assigned.

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

        (s)      "Type Approved" shall mean the approval for use with the
ORBCOMM System granted by ORBCOMM Global for each model or type of candidate
subscriber communicator based on ORBCOMM Global's determination that such type
of candidate subscriber communicator meets the requirements of the
specifications and successfully meets the testing





                                       5
<PAGE>   6
requirements specified in each applicable subscriber communicator manufacturing
agreement.


SECTION 2 - NON-EXCLUSIVE LICENSE

        (a)      ORBCOMM USA hereby grants to Reseller a non-exclusive license
to resell ORBCOMM Products and Services, either directly or through Agents, or
Subagents, in the Territory in accordance with ORBCOMM USA standards as set
forth in the ORBCOMM Reseller Operations Manual and all applicable laws, rules
and regulations of any Governmental Authority.

        (b)      Reseller may license Agents or Subagents to distribute ORBCOMM
Products and Services under this Agreement, provided that:

                          (i)     Reseller is responsible for the observance by
         its Agents and Subagents of all of the terms and conditions of this
         Agreement; and

                          (ii)     Reseller is liable for all payments due to
         ORBCOMM USA for ORBCOMM Products and Services from Subscribers
         solicited by Reseller and Reseller's Agents and Subagents.

         (c)     This Agreement only licenses the authorized use, promotion,
and resale of ORBCOMM Products and Services within the Territory.


SECTION 3 - TERM OF AGREEMENT

         Subject to Section 13 hereof, the term of this Agreement shall
commence on the date hereof and continue for a period of one (1) year; provided
that in the event Reseller enters into agreements with subscribers during the
term of this Agreement, subject to Section 13, the term of this Agreement shall
be coextensive with the completion of Reseller's obligations in such Subscriber
Agreement; and provided further that Reseller shall not be entitled to enter
into agreements with subscribers with terms longer than three years.
Thereafter, this Agreement shall be renewed automatically for further terms of
one (1) year each unless either party gives to the other written notice of
termination at least sixty (60) days prior to the expiration of any such term.


SECTION 4 - RESPONSIBILITIES OF RESELLER

         (a)     Reseller shall promote, solicit and market and use all
reasonable efforts to secure and retain Subscribers for the ORBCOMM System in
the Territory and shall maintain an adequate staff to perform such functions.

         (b)     Any representations by Reseller concerning the ORBCOMM System
shall be





                                       6
<PAGE>   7
consistent with the ORBCOMM Reseller Operations Manual.

         (c)     Reseller shall employ the highest standards of business
conduct in the performance of its obligations hereunder and shall not do
anything that would tend to discredit, dishonor, reflect adversely on or injure
the reputation of ORBCOMM USA, ORBCOMM Products and Services, the ORBCOMM
System, Reseller, or any Agent or Subagent of Reseller.  Reseller shall comply
with all applicable laws, rules and regulations of any United States or foreign
Federal, state or local governmental agency or authority ("Governmental
Authority") in the performance of its obligations hereunder.

         (d)     Reseller shall provide adequate support and training to its
Agents, Subagents and Subscribers with respect to the use and operation of the
ORBCOMM System.

         (e)     Reseller shall be solely responsible for (i) billings to and
collections from its Subscribers and (ii) all amounts due to ORBCOMM USA under
Section 8 in accordance with invoices rendered by ORBCOMM USA with respect to
any ORBCOMM System Address assigned to a Subscriber until twenty-four (24)
hours after receipt by ORBCOMM USA of written notice from Reseller to
disconnect any such ORBCOMM System Address.

         (f)     As between ORBCOMM USA and Reseller, Reseller shall be
responsible for ensuring that only Type Approved Subscriber Communicators are
sold or otherwise distributed by it or its Agents or Subagents and that all
Subscriber Communicators sold or otherwise distributed by it or its Agents or
Subagents and 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 Authority.  In the event any
Subscriber Communicator does not meet the regulatory requirements of the FCC or
any other applicable Governmental Authority, Reseller shall immediately remove
all non-conforming Subscriber Communicators from the ORBCOMM System and ORBCOMM
USA shall have the right to terminate immediately without notice such
Subscriber Communicator's access to the ORBCOMM System.

        (g)      Reseller shall provide at its cost an adequate staff to
respond to customer inquiries relating to billing, Subscriber Communicators and
related software and operation of the ORBCOMM System.  Reseller shall
diligently investigate any complaints from Subscribers relating to the
operation of the ORBCOMM System, and shall promptly report in writing to
ORBCOMM USA any such complaints only after Reseller has confirmed that such
complaint is based on a reason other than the misuse or malfunctioning of
Subscriber's equipment or the failure of such equipment to meet technical
standards for compatibility with the ORBCOMM System.  To accomplish the
foregoing, Reseller shall maintain, at its own cost and expense, adequate staff
and equipment to test Subscriber's equipment to verify the cause of any
complaints received by Reseller relating to the ORBCOMM System.  In the event
Reseller fails to perform its obligations set forth in this Section 4(g),
ORBCOMM USA may at its sole discretion charge the Reseller a maintenance or
service charge for the performance by ORBCOMM USA of such obligations, the
amount of such charge to be in accordance with the ORBCOMM USA Reseller Pricing
Rate Schedule.





                                       7
<PAGE>   8
        (h)      Reseller shall, and shall cause each of its Agents or
Subagents, to enter into a contract with each of its Subscribers, which
contract shall include, at a minimum, the following language (and any other
language that ORBCOMM USA, on a prospective basis, may from time to time
reasonably require the Reseller or Reseller's Agents or Subagents to include);

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

                          (ii)    NONE OF ORBCOMM USA, ANY AFFILIATES OF
         ORBCOMM USA OR THE RESELLER HAS MADE, OR SHALL BE DEEMED TO HAVE MADE
         ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE
         ORBCOMM SYSTEM OR THE ORBCOMM PRODUCTS AND SERVICES.  ORBCOMM USA, ANY
         AFFILIATES OF ORBCOMM USA AND THE RESELLER EXPRESSLY DISCLAIMS WITH
         RESPECT TO SUBSCRIBER AND SUBSCRIBER EXPRESSLY WAIVES, RELEASES AND
         RENOUNCES ALL OTHER WARRANTIES OF ORBCOMM USA, ANY AFFILIATES OF
         ORBCOMM USA OR RESELLER ARISING BY LAW 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 ORBCOMM PRODUCTS AND SERVICES; 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 USA, ANY AFFILIATE OF ORBCOMM USA OR RESELLER.

                          (iii)   Subscriber acknowledges and understands that
         it shall bear all responsibility, risk and cost associated with
         developing and maintaining its respective business, and none of the
         ORBCOMM Entities shall be liable to Subscriber for costs or damages
         caused by any schedule delays, failure or impaired performance of the
         ORBCOMM System or any component thereof..

                          (iv)    Subscriber acknowledges that ORBCOMM USA
         shall supply the service that is the subject of this Agreement 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 ORBCOMM USA, its affiliates and
         Reseller shall not be liable to Subscriber for any losses or damages
         arising out of any failure of performance, error, omission,
         interruption, deletion, defect, delay in operation or transmission,





                                       8
<PAGE>   9
         communication line failure, theft or destruction or unauthorized
         access to, alteration of, or use of records, associated with the
         ORBCOMM System or ORBCOMM Products and Services, whether for breach of
         contract, tortious behavior, negligence, or under any other cause of
         action.

                          (v)     IN NO EVENT SHALL ORBCOMM USA, ITS AFFILIATES
         OR RESELLER HAVE ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY TO
         THE 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 USA or Reseller
         exceed an amount equivalent to the proportionate charge to Subscriber
         for the period of the service disruption or the amount of one thousand
         U.S. dollars ($1,000.00), whichever is less.

                          (vi)    Use of the ORBCOMM System outside the United
         States has not yet been authorized by the applicable foreign
         Governmental Authorities.  Until such time as all necessary permits,
         approvals and authorizations to do so have been received from such
         foreign Governmental Authorities and an appropriate agreement has been
         executed with the service licensee for such territory, use of the
         ORBCOMM System outside the United States is not authorized.

         (i)     In all advertising and promotional materials for the
Territory, Reseller shall identify the ORBCOMM System and the ORBCOMM Products
and Services as being provided by ORBCOMM USA.  All advertising and promotional
materials that contain references to the ORBCOMM System or ORBCOMM USA shall be
in accordance with the ORBCOMM Identity Manual attached hereto as Exhibit D
(the "ORBCOMM Identity Manual").  Reseller shall be required to obtain the
prior written consent of ORBCOMM USA for all such advertising and promotional
materials, provided that if the Reseller complies with the terms of the ORBCOMM
Identity Manual with respect to references to the ORBCOMM System, the ORBCOMM
Products and Services or ORBCOMM USA, the advance written approval of ORBCOMM
USA shall not be required.  Any use of the word "ORBCOMM" or the phrase "ORB"
combined with any other word or phrase for a logo, trademark, service mark or
trade name shall also require the prior written approval of ORBCOMM USA;
provided that ORBCOMM USA acknowledges that Reseller uses and shall be entitled
to use the trademarks/service marks "ORBCAD" and "ORBTRAC".

         (j)     Reseller shall maintain a sufficient inventory of Subscriber
Communicators for the ORBCOMM System in good working order for purposes of
spares, demonstration 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.

         (k)     Reseller shall promptly notify ORBCOMM USA, in a manner
prescribed by ORBCOMM USA in the ORBCOMM Reseller Operations Manual, of each
Subscriber addition, ORBCOMM System Address change or Subscriber deletion from
the ORBCOMM System.





                                       9
<PAGE>   10
         (l)     Reseller shall not abuse or fraudulently use the ORBCOMM
System in violation of Section 11 hereof.

         (m)     Reseller shall promptly investigate all instances of
questionable subscriber high usage (exceeding a predicted normal usage) after
receipt of notification from ORBCOMM USA that such subscriber usage has
exceeded normal historic trends.  Such findings shall be reported immediately
to ORBCOMM USA for evaluation.

         (n)     During the term of this Agreement, Reseller shall be
responsible for all federal, state, or local licenses, permits, or clearances
that may be required in connection with the performance of its obligations
hereunder.

         (o)     Except in connection with a Multinational Account, Reseller
shall not (i) submit for activation of ORBCOMM service Subscriber
Communicators, the billing address for which is outside the United States or
(ii) solicit any third party, establish an office outside the United States for
the purpose of soliciting any third party or accept unsolicited offers from any
third party that will use Subscriber Communicators with the ORBCOMM System, if
such use will occur primarily in the territory (other than Canada) of any one
other ORBCOMM System service licensee.  In the event Reseller wishes to have
ORBCOMM USA activate ORBCOMM service for a Subscriber that will use Subscriber
Communicator(s) in the United States and in other countries, Reseller shall
contact ORBCOMM USA and request that ORBCOMM USA use all commercially
reasonable efforts to establish a Multinational Account with the ORBCOMM System
licensee in such other country or territory.  During the term of this
Agreement, on the anniversary date of the execution of this Agreement, Reseller
shall provide ORBCOMM USA with an officer's certificate certifying to its
compliance with the terms of this Section 4(o).

         (p)     Reseller shall not withhold service from qualified customers
that have purchased Subscriber Communicators from sources other than Reseller
("Other Subscriber Communicators") provided that such customers meet Reseller's
standard credit criteria and sign up to Reseller's standard terms and
conditions applicable to customers who purchase Other Subscriber Communicators.

         (q)     Prior to implementation, Reseller shall provide to ORBCOMM USA
for the purpose of performing certification testing, which shall be in
accordance with the ORBCOMM Applications Developers Handbook (the "Applications
Handbook"), which was previously provided to Reseller, a copy of all
application code object code Reseller or its Agents or Subagents intend to use
in connection with the ORBCOMM System.  After initial certification by ORBCOMM
USA, Reseller shall at all times ensure that such applications software remains
certified in accordance with the Applications Handbook.


SECTION 5 - RESPONSIBILITIES OF ORBCOMM USA





                                       10
<PAGE>   11
         (a)     ORBCOMM USA shall provide to Reseller and to its Subscribers
access to the ORBCOMM System and, subject to the terms of the Section 14
hereof, shall use its good faith efforts to provide continuous network service.

         (b)     ORBCOMM USA shall establish standards for its service marks,
trademarks and trade names, as contained in the ORBCOMM Identity Manual, for
all advertising, promotional and Subscriber training materials to be used or
distributed by Reseller or its Agents or Subagents that relate to ORBCOMM USA,
the ORBCOMM System or any ORBCOMM Products and Services.

         (c)     Subject to the provisions of Section 14(b)(i), ORBCOMM USA
shall maintain all licenses necessary or required by the FCC or any other
Governmental Authority for ORBCOMM USA to provide ORBCOMM Products and Services
in the United States.

         (d)     Upon receipt of the notice referred to in Section 4(k) hereof,
ORBCOMM USA shall perform the action requested within three (3) business days.

         (e)     ORBCOMM USA shall provide to Reseller on a timely basis raw
usage data setting forth its Subscriber's use of the ORBCOMM System so that the
Reseller may bill its Subscribers.

         (f)     Upon receipt of a request described in Section 4(o), ORBCOMM
USA shall attempt to establish a Multinational Account with the appropriate
ORBCOMM System licensee.

         (g)     ORBCOMM USA shall review all application software object code
provided by Reseller pursuant to Section 4(q) within thirty (30) days of
receipt in accordance with the procedures set forth in the Applications
Handbook.

         (h)     ORBCOMM USA shall provide Reseller with reasonable
applications engineering and technical support in the development and
certification of Reseller's application for the Territory.


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

         (a)     Both parties agree and acknowledge that "ORBCOMM" and all
related designs are service marks, trademarks and a trade name that are owned
by ORBCOMM Global, Orbital Communications Corporation, or any of their
Affiliates.  ORBCOMM USA hereby grants to Reseller and its Agents and Subagents
the right to use such service marks and all related designs, trademarks and
trade names in the Territory solely in connection with activities authorized
under this Agreement and in furtherance of the purposes of this Agreement,
provided that such rights to use the ORBCOMM name and all related designs shall
terminate immediately and without further action upon the termination or
expiration of this Agreement.  Reseller and its Agents and





                                       11
<PAGE>   12
Subagents shall use such service marks, trademarks and trade names in all of
their printed and electronic media material that refer to ORBCOMM USA, the
ORBCOMM System or ORBCOMM Products and Services either directly or indirectly,
and all such use shall (i) conform to all ORBCOMM USA requirements for use of
its service marks, trademarks, trade names and designs including registry and
trademark symbols set forth in the ORBCOMM Identity Manual, and (ii)  identify
ORBCOMM Products and Services as products and services of ORBCOMM USA and/or
its Affiliates, as the case may be.

         (b)     Reseller shall cooperate with ORBCOMM USA in providing support
and any information that may be required in defense of ORBCOMM service marks,
trademarks, trade names, designs or patents as a result of their use by
Reseller pursuant to this Agreement.

         (c)     ORBCOMM USA reserves the right to revoke the license to use
its service marks, trademarks or trade names or designs if in its sole
discretion it determines that the Reseller or its Agents or Subagents has
improperly used such material.

         (d)     Reseller and its Agents and Subagents agree not (i) to engage
in any activities or commit any acts, directly or indirectly, that may contest,
dispute or otherwise impair such right, title and interest or (ii) to
re-license use of ORBCOMM USA's service marks, trademarks or trade names to any
other Person, other than with respect to Reseller its Agents or Subagents
without the express written consent of ORBCOMM USA.  After the expiration or
termination of this Agreement, Reseller and its Agents and Subagents agree not
to register or use any service marks, trademarks or trade names that are the
same as, or confusingly similar to, service marks, trademarks or trade names of
ORBCOMM USA or any Affiliate of ORBCOMM USA.  Reseller and its Agents and
Subagents agree to promptly return to ORBCOMM USA all such material or to
destroy it upon express instructions from ORBCOMM USA.


SECTION 7 - NON-COMPETITION

         During the term of this Agreement and for a period not less than two
(2) years after the termination or expiration thereof, except if such
termination is caused by the default of ORBCOMM USA as provided in Section 12
hereof, Reseller shall not directly or indirectly, and shall cause its
Affiliates not to directly or indirectly, engage in or invest in, or be an
owner, officer, director, partner, five (5%) percent or more shareholder, or
employee of, or a consultant to or for, any operation, venture or business that
conducts or resells any wireless, two-way, low-Earth orbit, non-geostationary,
non-voice, mobile satellite communications or messaging services using radio
frequencies below 1GHz that are or will be in competition with ORBCOMM USA.
Reseller shall require its Agents and Subagents to execute a non-competition
agreement substantially identical to the foregoing and Reseller agrees to
terminate its relationship with such Agent or Subagent in the event such Agent
or Subagent, as the case may be, violates the terms of such non-competition
agreement.


SECTION 8 - FEES AND PAYMENT TERMS





                                       12
<PAGE>   13
         (a)     During the term of this Agreement, Reseller shall pay to
ORBCOMM USA for each monthly billing cycle the Actual Billing Cycle Amount for
such monthly billing cycle.  Notwithstanding the foregoing, prices charged by
Reseller to its Subscribers for ORBCOMM Products and Services shall be
determined solely by Reseller.

         (b)     ORBCOMM USA reserves the right to require Reseller to make a
cash deposit or to supply ORBCOMM USA with an irrevocable standby letter of
credit in favor of ORBCOMM USA issued by a bank acceptable to ORBCOMM USA,
based on ORBCOMM USA's review of Reseller's credit worthiness.

         (c)     Payment of any invoice shall be made by Reseller thirty (30)
days from date of invoice, payable in U.S. dollars by check or wire transfer in
accordance with ORBCOMM USA's written instructions.  Payments must be received
by the due date to be considered paid on time.


SECTION 9 - RESELLER REPRESENTATIONS, WARRANTIES AND COVENANTS

         (a)     Reseller represents and warrants to ORBCOMM USA that (i)
Reseller is a corporation duly organized, validly existing and in good standing
under the laws of the state of its incorporation, (ii) the execution, delivery
and performance of this Agreement by Reseller have been duly authorized by all
necessary action 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 and shall have all licenses, permits and other
authorizations from all Governmental Authorities necessary for Reseller to
perform its obligations under this Agreement, (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 and (vi) Reseller is reselling ORBCOMM Products and Services to third
parties and has provided ORBCOMM USA with a copy of a valid resale tax
certificate, and accordingly, ORBCOMM USA is not required to collect from
Reseller any sales, use, excise or other similar tax on ORBCOMM Products and
Services provided by ORBCOMM USA to Reseller.

         (b)     Reseller agrees to indemnify and hold harmless ORBCOMM USA and
its Affiliates, 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 Reseller's breach of
any representations, warranties, covenants or agreements contained herein.


SECTION 10 - PROPRIETARY INFORMATION

         The parties acknowledge the execution of the Proprietary Information
and Non-Competition Agreement dated as of June 30, 1993 among ORBCOMM Global,
L.P. (formerly





                                       13
<PAGE>   14
known as ORBCOMM Development Partners, L.P.), ORBCOMM USA, L.P. (formerly known
as ORBCOMM U.S. Partners, L.P.), ORBCOMM International Partners, L.P., Orbital
Sciences Corporation, Teleglobe Inc. and Teleglobe Mobile Partners, and agree
to observe the provisions thereof.


SECTION 11 - RESTRICTIONS ON ACCESS

         (a)     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 or its Agents or Subagents or their Subscribers.  The 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, Subagents or Subscribers.  Abuse and fraudulent use of
the ORBCOMM System includes, but is not limited to:

                          (i)     Attempting or assisting another Person (A) to
         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 USA or (B) to use any
         scheme, false representation or false credit device, with the intent
         to avoid payment for, in whole or in part, ORBCOMM Products and
         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 to be, in ORBCOMM USA's sole judgment,
         obscene, salacious or prurient, or to convey information of an
         unlawful nature or in an unlawful manner.

         (b)     ORBCOMM USA may, by written notice to Reseller, require
Reseller to cancel the right to use the ORBCOMM System of any Subscriber
determined by ORBCOMM USA or Reseller to be abusing or fraudulently using the
ORBCOMM System within fifteen (15) days of receipt by Reseller of such notice.
Notwithstanding the foregoing, if any Agent, Subagent or Subscriber is abusing
or fraudulently using the ORBCOMM System as specified in Section 11(a)(iii),
Reseller shall immediately cancel such Agent's, Subagent's or Subscriber's
access to the ORBCOMM System.

         (c)     The parties understand and acknowledge that from time to time
one or more resellers or subscribers may deliberately interfere with the
operation of the ORBCOMM System in such a way as to impair the quality of
service provided by ORBCOMM USA to its other resellers and subscribers.
Accordingly, in order to maintain the quality of service for all users of the
ORBCOMM System upon discovery of, or upon reasonable suspicion of any such
deliberate interference or abuse by a reseller or subscriber ORBCOMM USA shall
have the right to discontinue service to such reseller or subscriber who is the
offending party.

         (d)     Reseller shall notify its Subscribers regarding the foregoing
restrictions on





                                       14
<PAGE>   15
fraudulent use, deliberate interference, and abuse.


SECTION 12 - DEFAULT

         The following events shall constitute events of default ("Events of
Default") under this Agreement:

                          (a)     Reseller shall fail to observe or perform any
         of its covenants or agreements contained in the second sentence of
         each of Section 4(f) or Section 11(b) or the Reseller shall abuse or
         fraudulently use the ORBCOMM System in violation of Section
         11(a)(iii);

                          (b)     A party shall fail to observe or perform any
         of its covenants or agreements contained in this Agreement (other than
         as specified in Section 12(a) or Section 12(e)) or in any other
         agreement or document executed pursuant hereto and such failure
         remains uncured for a period of thirty (30) days after receipt by the
         breaching party of written notice of such failure;

                          (c)     Any representation or warranty of Reseller
         contained in this Agreement shall prove to be false or misleading in
         any material respect;

                          (d)     (i) A party shall (A) make an assignment for
         the benefit of creditors, (B) file a petition in bankruptcy, (C) be
         adjudicated insolvent or bankrupt, (D) petition or apply to any
         tribunal for any receiver or for any trustee for it under any
         reorganization, arrangement, readjustment of debt, dissolution or
         liquidation law or statute or (ii) a party shall have commenced
         against it any such proceeding or an order for relief shall be entered
         that remains undismissed for a period of sixty (60) days, such party
         by any act indicates its consent to, approval of, or acquiescence in,
         any such proceeding, order for relief or the appointment of any
         receiver of or any trustee for it or suffers any such receivership or
         trusteeship to continue undischarged for a period of sixty (60) days;
         or

                          (e)     The Reseller fails to pay any amount to
         ORBCOMM USA when due if such failure shall continue unremedied for a
         period of ten (10) days after Reseller's receipt of notice thereof
         from ORBCOMM USA.


SECTION 13 - TERMINATION

         (a)     Upon the occurrence of an Event of Default, the party not in
default shall have the right to terminate this Agreement immediately, provided
that the covenants, agreements and obligations specified in Sections 6(d), 7,
8, 9(b), 10, 13, 14, 15 and 17(d) shall survive the termination of this
Agreement as specified herein.





                                       15
<PAGE>   16
         (b)     Upon termination of this Agreement by ORBCOMM USA pursuant to
Section 13(a), ORBCOMM USA shall be entitled to contact each Subscriber for the
purpose of advising such Subscribers as to how such Subscribers 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 USA 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 USA to provide ORBCOMM Products and Services to
such Subscriber or (ii) shall promptly provide ORBCOMM USA with sufficient
information on Reseller's Subscribers so that ORBCOMM USA can arrange for the
provision of ORBCOMM Products and Services to such Subscribers, provided that
ORBCOMM USA 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)     In the event ORBCOMM USA terminates this Agreement pursuant to
Section 13(a), without incurring any liability to the Reseller or its Agents,
Subagents or Subscribers, ORBCOMM USA may terminate or temporarily discontinue
furnishing service to Reseller.  Reseller shall indemnify and hold harmless
ORBCOMM USA from any such liability for such termination or temporary
discontinuation of service to Reseller's Agents, Subagents or Subscribers.

         (d)     Subject to Section 14, termination of this Agreement by the
party not in default in accordance with the terms hereof shall be without
prejudice to any other rights or remedies such party shall have by law.

         (e)     After termination of this Agreement, Reseller shall remain
solely responsible for its obligations to its Subscribers existing immediately
prior to termination

         (f)     Upon the giving or receiving of any notice of termination,
ORBCOMM USA shall be entitled to, without liability, cancel any previously
accepted orders for ORBCOMM System Address that have not yet been connected.

         (g)     Upon termination, Reseller shall return promptly all ORBCOMM
property, including manuals and equipment other than equipment that has been
paid for in full by Reseller.

SECTION 14 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

         (a)     Disclaimer of Warranties.

         (i)     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF
ORBCOMM USA 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 PRODUCTS AND SERVICES.  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW,





                                       16
<PAGE>   17
ORBCOMM USA AND ITS AFFILIATES EXPRESSLY DISCLAIM WITH RESPECT TO RESELLER AND
ITS AGENTS, SUBAGENTS, AND SUBSCRIBERS, AND RESELLER (ON ITS OWN BEHALF AND ON
BEHALF OF ITS AGENTS, SUBAGENTS, AND SUBSCRIBERS) HEREBY EXPRESSLY WAIVES,
RELEASES AND RENOUNCES ALL OTHER WARRANTIES OF ORBCOMM USA AND ITS AFFILIATES
ARISING BY LAW 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 ORBCOMM PRODUCTS AND SERVICES; 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 USA.

         (ii)    Reseller shall ensure that all of its Agents and Subagents
agree to the foregoing waiver of rights and claims as well as those set forth
in Section 14(b)(i) as a precondition to use the ORBCOMM System.

         (b)     Limitation of Liability.

         (i)     Each of the parties acknowledges and understands that (A) the
ORBCOMM System may be operated under licenses granted by the FCC; (B) one of
the conditions to the use of such licenses is non-interference with other users
of the frequency bands covered by such licenses; (C) at any time and for any
reason, the FCC may revoke, terminate or render unusable any or all of the
licenses granted to Orbital Communications Corporation for use in connection
with the ORBCOMM System; and (D) the ORBCOMM System is an untested, new
business venture involving a new satellite system design and entails a high
degree of risk of delay in or cancellation of deployment, launch vehicle,
satellite and other equipment or software failure or impaired performance and
there can be no assurance that the ORBCOMM System will be an economically
viable system even if successfully deployed.  IF ANY OF THE EVENTS ENUMERATED
IN THIS SECTION 14(b)(i) SHALL OCCUR, NEITHER ORBCOMM USA NOR RESELLER SHALL BE
LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSSES,
LIABILITIES, CLAIMS, COSTS OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, ANY ECONOMIC LOSS OR OTHER LOSS OF PROFITS,
BUSINESS OR GOODWILL.

         (ii)    Reseller acknowledges that ORBCOMM USA shall supply the
service that is the subject of this Agreement 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 ORBCOMM USA and its
Affiliates shall not be liable to Reseller or any of its Agents, Subagents and
Subscribers for any losses or damages arising out of any failure of
performance,





                                       17
<PAGE>   18
error, omission, interruption, deletion, defect, delay in operation or
transmission, communications line failure, theft or destruction or unauthorized
access to, alteration of, or use of records, associated with the ORBCOMM System
or ORBCOMM Products and Services, whether for breach of contract, tortious
behavior, negligence, or under any other cause of action.

         (iii)   Neither ORBCOMM USA nor any of its Affiliates shall be liable
for any act or omission of Reseller or any other Person furnishing equipment,
products or services to Reseller or its Agents, Subagents or Subscribers, nor
shall ORBCOMM USA or any of its Affiliates be liable for any damages or losses
due to the fault or negligence of Reseller or its Agents, Subagents or
Subscribers or the failure of such equipment, products or services.

         (iv)    NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN
NO EVENT SHALL EITHER PARTY HAVE ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY TO THE OTHER UNDER THIS AGREEMENT FOR LOSS OF USE, REVENUE OR PROFIT OR
FOR ANY OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.  In addition, in
no event shall any liability of ORBCOMM USA or its Affiliates exceed an amount
equivalent to the proportionate charge to Reseller for the period of the
service disruption or the amount of ten thousand U.S.  dollars ($10,000),
whichever is less.


SECTION 15 - DISPUTE RESOLUTION

         Any controversy or claim arising out of or relating to this Agreement,
or the breach hereof, shall be settled by final and binding arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules.  Such arbitration shall take place in Washington, D.C.
before a panel of three (3) 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, subject matter 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.

SECTION 16 - TAXES

         Reseller shall be responsible for the payment of all federal, state,
and local taxes, including but not limited to sales, use, gross receipts, and
excise taxes, that arise from the performance of its duties under this
Agreement, including all taxes owed by or collected from its Subscribers.





                                       18
<PAGE>   19
SECTION 17 - 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 (1) business day after being sent by
express or courier mail, or three (3) 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 USA:

                          ORBCOMM USA, L.P.
                          21700 Atlantic Boulevard
                          Dulles, VA 20166
                          Attention:   Vice President and General Counsel
                          Facsimile:   (703) 404-8012

                 RESELLER:

                          Orbital Sciences Corporation ITS Group
                          20301 Century Boulevard
                          Germantown, Maryland 20874
                          Attention:    Joan Deoul, Contracts Manager, ITS Group
                          Facsimile:    (301) 428-6466

         (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 hereunder, including, but not
limited to, Reseller's Subscriber accounts, shall be assigned or transferred
(by operation of law or otherwise) to any Person without the prior written
consent of the other party; provided that ORBCOMM USA may assign this Agreement
without the prior consent of Reseller to any Person acquiring all or
substantially all of the assets of ORBCOMM USA whether by purchase, merger,
acquisition of shares, or any other means.

         (c)     Entire Agreement.  This Agreement and all attachments (which
are hereby made part of this Agreement) contain the entire understanding
between Reseller and ORBCOMM USA and supersede all prior written and oral
understandings relating to the subject hereof.  No representations, agreements,
modifications or understandings not contained herein shall be valid or
effective unless agreed to in writing and signed by both parties.  Any
modification or amendment of this Agreement must be in writing and signed by
both parties.

         (d)     Governing Law.  The construction, interpretation and
performance of this Agreement, as well as the legal relations of the parties
arising hereunder, shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia, without giving effect to the conflict or
choice of law provisions hereof.  Neither party may bring any action for a





                                       19
<PAGE>   20
claim under this Agreement later than one (1) 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 (1) 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.

         (e)     Waiver.  It is understood and agreed that no failure or delay
by either ORBCOMM USA 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 the party sought to be bound.

         (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)     Other Resellers.  Reseller acknowledges and agrees that
ORBCOMM USA may market ORBCOMM Products and Services through other resellers
and directly to Subscribers for its own account and that Subscribers of
Reseller may wish to obtain ORBCOMM Products and Services directly from ORBCOMM
USA or through other resellers.

         (j)     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 USA or the ORBCOMM System.  Reseller shall not represent itself as a
federal or state certified licensee of the ORBCOMM System.

         (k)     Tariffs.  In the event that any ORBCOMM Products and Services
or the charges made therefore are currently subject, or at any time become
subject to any federal, state or local regulation or tariff, then the terms and
conditions of this Agreement, including the prices set forth in the ORBCOMM USA
Reseller 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.





                                       20
<PAGE>   21
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.


                                 ORBCOMM USA, L.P.


                                 By:
                                    --------------------------------
                                 Name:    Alan L. Parker
                                 Title:   President



                                 ORBITAL SCIENCES CORPORATION ITS GROUP


                                 By:
                                    --------------------------------
                                 Name:     Joan Deoul
                                 Title:    Contracts Manager, ITS Group





                                       21
<PAGE>   22
                                   EXHIBIT A
                              AUTHORIZED TERRITORY

The Reseller is granted the non-exclusive right to resell ORBCOMM Products and
Services for Intelligent Transportation System monitoring, tracking and
messaging applications to Federal, State and local Government accounts.
Excluded from this territory definition is the right to resell ORBCOMM Products
and Services (a) to for hire U.S.-based truckload and less-than truckload motor
carriers, (b) for barge tracking and monitoring applications on the inland
waters of the United States, and (c) to United States-based rail companies for
the specific purposes of monitoring rail cars used exclusively for the
transportation of automobiles and trucks.





                                       22
<PAGE>   23
                                   EXHIBIT B
                           RESELLER OPERATIONS MANUAL




TO FOLLOW.





                                       23
<PAGE>   24
                                   EXHIBIT C
                   ORBCOMM USA RESELLER PRICING RATE SCHEDULE




ACCESS AND USAGE

<TABLE>
                 <S>                             <C>
                 Activation                      $35.00/Subscriber Communicator
                 Access and Usage                $15.00/Month/Subscriber Communicator
                 Globalgram                      $1.00/Message
</TABLE>





                                       24
<PAGE>   25
                                   EXHIBIT D
                            ORBCOMM IDENTITY MANUAL


COPY ATTACHED.





                                       25