**NOW, THEREFORE**, in consideration of the covenants and agreements contained herein, and forother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows:**SECTION 1 TELEMATICS AIRTIME SERVICES PROVIDER**(a) ORBCOMM Sole Supplier. During the Term, GEAI shall activate, and providetelematics and machine-to-machine data communications, on all Subscriber Communicators inthe United States, Canada and Mexico for purposes of Communications Links, whethersatellite, cellular or dual mode (cellular plus satellite), exclusively on the ORBCOMMSystem, subject to the further terms of this Agreement. (For avoidance of doubt,Communications Links do not include ‘WiFi” or other local area network connectionsmaintained by Subscribers between their Subscriber Communicators and such Subscribers’systems or internet connections between GEAI and its Subscribers.) (i) With respect to low-earth-orbit-satellite communicationsprovided under the IVAR, ORBCOMM shall provide service to GEAI with respect tosuch Communications Link in accordance with the terms of the IVAR, whose termis hereby extended to December 31, 2013 and otherwise remains in full forceand effect, provided that (a) the term “Application” as used in the IVAR shallinclude but not be limited to the low-earth-orbit-satellite-enabled productscurrently offered by the GEAI Business that utilize the ORBCOMM System and anyother such low-earth-orbit-satellite-enabled product developed for the purposeof tracking and/or monitoring assets; provided, however that any such otherproduct shall be tested prior to Provisioning (as defined in the IVAR) toensure that the product does not cause an Abuse of the ORBCOMM System (asdefined in the IVAR) and such testing shall be conducted pursuant to a testingprotocol agreed to by the Parties, such agreement not to be unreasonablywithheld, and (b) Section 3(g) of the IVAR is superseded by the terms of thisAgreement.  (ii) With respect to cellular communications or satellite servicesother than as provided by the IVAR, ORBCOMM shall provide services to GEAI (asa reseller) and GEAI shall activate such service with respect to suchCommunications Link on the ORBCOMM System, subject to Section 1(c) below, withrespect to newly activated Subscriber Communicators and existing SubscriberCommunicators, in each case subject to the further terms of this Agreement.(b) NON-IVAR ORBCOMM Services. The following provisions under this SECTION 1(b)shall apply only with respect to cellular communications or satellite services other thanas provided by the IVAR:
 
2

 
 (i) During the Term, ORBCOMM, at its option upon not less thanninety (90) days prior written notice (a “Conversion Notice”) to GEAI, mayelect to manage and provide service to GEAI (as a reseller) on the ORBCOMMSystem, for all or any portion of the Subscriber Communicators, whethercurrently installed or newly activated, for purposes of Communications Linksreceiving data service through [* * *], other cellular service through anyother network and/or satellite service through [* * *] or any other network,in each case subject to the further terms of this Agreement including but notlimited to SECTION 1(c) below, provided that, in each such case, ORBCOMM paysor reimburses GEAI for all costs of GEAI of such transition, including but notlimited to any capitalized expenditures that are written off as a result ofsuch transition that have been communicated to ORBCOMM in writing prior tosuch transition. For avoidance of doubt, a Conversion Notice must be givenwith respect to a transition of any services (other than a transition ofservices initiated by GEAI) provided to GEAI for Subscriber Communicatorsthrough the ORBCOMM System from one carrier to another or from one technology,standard, type of service or set of compatibilities to another.  (ii) Notwithstanding SECTION 1(b)(i) above, ORBCOMM shall bedeemed to have given a Conversion Notice to GEAI to elect to manage andprovide service to GEAI (as a reseller) on the ORBCOMM System, for all of theSubscriber Communicators using [* * *] data services immediately uponexpiration of GEAI’s current agreement with [* * *] (the “Current GEAI-[* * *]Agreement”), which shall be on or about June 17, 2009, subject to the furtherterms of this Agreement including but not limited to SECTION 1(c) below,provided that if such transition occurs ORBCOMM pays or reimburses GEAI forall out of pocket costs of such transition that have been communicated toORBCOMM in writing prior to such transition, provided, further however, thatORBCOMM shall not be required to reimburse GEAI with respect to shortfall feesthat may come due under the Current GEAI-[* * *] Agreement or any capitalizedexpenditures that are written off as a result of such transition (the “Initial[* * *] Conversion”). Notwithstanding anything to the contrary in thisAgreement, except as provided in Section 1(b)(iii) below, GEAI shall not berequired to activate or transfer to the ORBCOMM System any cellular-basedSubscriber Communicators capable of using the [* * *] data services prior tosuch expiration of the Current GEAI-[* * *] Agreement, and from and after suchexpiration, in the event that such transition occurs, ORBCOMM will as areseller of [* * *] data services provide service to GEAI (as a reseller) forSubscriber Communicators that GEAI chooses to activate on the [* * *] dataservices.
 
3

 
 (iii) The Initial [* * *] Conversation may occur at a date earlierthan specified in clause (ii) above mutually agreed by the Parties, providedthat (A) the shortfall fees under the Current GEAI [* * *] Agreement arewaived (GEAI not having any requirement to obtain such waiver) or ORBCOMM inits discretion pays such fees for the benefit of GEAI and (B) GEAI incurs noother costs with respect to such transition (other than any capitalizedexpenditures that are written off as a result of such transition) that wouldnot be incurred by it with respect to a transition on the date specified inclause (ii) above.(c) Transition. Upon the delivery of a Conversion Notice, the Parties shallconsult concerning the conditions, costs, technical requirements and the exact date of thetransition of the changes contemplated by such Conversion Notice, with the intent that theconditions, costs and technical requirements, and the exact date of the transition, beestablished in accordance with the terms of this Agreement within sixty (60) days after thedate of such Conversion Notice, provided that with respect to the Initial [* * *]Conversion all such consultations shall be completed by May 1, 2009. If following any suchconsultation, ORBCOMM does not agree as to the reimbursable costs or the other conditionsrequired to be satisfied by the terms of this Agreement as a result of the transitioncontemplated by a Conversion Notice, then such transition shall not occur.(d) Conditions to GEAI’s Obligation to Use the ORBCOMM System. GEAI shall not beobligated to use the ORBCOMM System if and to the extent that: (i) Use of the ORBCOMM System would require the replacement oralteration (other than by modifications required as a result of suchreplacement or alteration delivered over the air at the expense of ORBCOMM) ofSubscriber Communicators installed at the time of the applicable ConversionNotice with Subscribers or would require, or indirectly could reasonably beexpected to cause, disruption in services provided to Subscribersunacceptable, in GEAI’s reasonable judgment, to them;  (ii) Use of the ORBCOMM System would render obsolete inventory ofcommunicators held or on order by GEAI at the date of the applicableConversion Notice which inventory is not otherwise obsolete (other than suchinventory as is purchased by ORBCOMM at its sole discretion at GEAI’s bookvalue plus all direct out of pocket costs arising from such purchase);  (iii) Use of the ORBCOMM System would require or cause the paymentof early termination, shortfall or other fees to other providers ofcommunications services (other than such as are reimbursed in full by ORBCOMMat its sole discretion and other than in connection with the Initial [* * *]Conversion, shortfall fees
 
4

 
(except to the extent conversion occurs under SECTION 1(b)(iii) above)that may be due under the Current GEAI-[* * *] Agreement) or would cause abreach of agreements with other providers of communications services; (iv) The applicable service of the ORBCOMM System to provide theCommunications Link does not have the necessary regulatory approvals toprovide such service without additional cost to GEAI (other than such costswhich ORBCOMM in its sole discretion reimburses in full);  (v) Prices to GEAI for the applicable services on the ORBCOMMSystem are not competitive with prices for similar services provided by othersuppliers (including [* * *] and [* * *]) available to GEAI for a similar orshorter term, provided that (A) this clause (v) shall not apply to the Initial[* * *] Conversion, (B) if such services are then provided to GEAI by theORBCOMM System, prior to switching to such other services, GEAI shall giveORBCOMM thirty (30) days written notice, during which period ORBCOMM willhave the opportunity to offer to GEAI applicable services at prices equal toor less than prices for similar services provided by other suppliers(including [* * *] and [* * *]) available to GEAI for a similar or shorterterm, and (C) if such competitive services are in use by GEAI no use oractivation on the ORBCOMM System shall be required with respect to suchcompetitive service unless and until prices to GEAI for the services of theORBCOMM System are at least [* * *] percent ([* * *]%) less than the price forsuch similar services provided by other suppliers to GEAI (including [* * *]and [* * *]) for a similar or shorter term;  (vi) Quality of the services of the ORBCOMM System are notcompetitive with alternative similar services available to GEAI and itscustomers, provided that with respect to low-earth-orbit-satellite service ifORBCOMM is in compliance with the service level agreement set forth in ExhibitD of the IVAR, then the quality of such ORBCOMM System service shall be deemedcompetitive for purposes of this SECTION 1(d)(vi);  (vii) The ORBCOMM System is not compatible with the communicatorsor services offered by GEAI, and such communicators or services are not beingoffered for the purpose of avoiding the requirements of SECTION 1(a);  (viii) Use of the ORBCOMM System with respect to services, other than those basedon low-earth-orbit satellites, would require GEAI to maintain separateprocesses for Subscribers on the ORBCOMM System and on other similar systemsof competitors of ORBCOMM
 
5

 
that would require modification of GEAI information technology systems ormanual billing processes and GEAI reasonably determines that such separateprocesses or manual billing processes would be unduly burdensome; or (ix) A Stellar Default shall have occurred as defined in theTermination Agreement of even date herewith (the “Termination Agreementbetween GEAI and Stellar Satellite Communications Ltd. (“Stellar”).In the event GEAI intends not to use the ORBCOMM System with respect to any SubscriberCommunicators pursuant to this SECTION 1(d), then GEAI shall notify ORBCOMM in writing, at leastthirty (30) days prior to committing to use an alternative service, the basis of the exclusionunder the terms of this Agreement.(e) Cellular and other Services. With respect to cellular or other services otherthan low-earth-orbit-satellite service provided under the IVAR, ORBCOMM and GEAI will enterinto reseller or similar agreements with terms (other than price) no more onerous to GEAIthan customary reseller or similar agreements offered by competitors of ORBCOMM or directproviders of such services.(f) Pricing. (i) Subject to clause (ii) below, in the event the transition ofthe [* * *] services contemplated by the Initial [* * *] Conversion occurs,pricing for [* * *] services provided on the Initial [* * *] Conversion forthe Term (or for such other term as agreed by the Parties) shall be as setforth on Schedule I attached to this Agreement. There shall be no activationfee with respect to any Subscriber Communicators with such [* * *] services atthe time of the Initial [* * *] Conversion, and there shall be no shortfallfees. If GEAI should exercise any right to terminate provision of the [* * *]services through the ORBCOMM System and subsequently recommences obtaining [** *] services through the ORBCOMM System, the pricing terms of this Agreementother than those set forth on Schedule I shall apply.  (ii) [* * *](g) Termination. This Agreement shall terminate with respect to the applicableservice to the extent that the IVAR or a cellular or other services agreement contemplatedby SECTION 1(e) is terminated as a result of a continuing default by ORBCOMM after givingeffect to any applicable notice and cure period.(h) Transfer of GEAI Business. (i) In the event that GEAI transfers all or a significant portionof the assets of the GEAI Business as a going concern to a transferee (a
 
6

 
“Transferee”), GEAI shall cause such Transferee to assume the obligationsof GEAI under this Agreement with respect to services for trailer andrailcar monitoring and tracking. To the extent that GEAI transfers all ora significant portion of its assets as a going concern that constituteanother asset or tracking business to a Transferee, GEAI will cause suchTransferee to assume the obligations of GEAI under this Agreement withrespect to the units provided by such business and activated on and servedby the ORBCOMM System at the time of such transfer. In transferringassets, GEAI shall not take any action for the purpose of avoiding theobligation to cause the Transferee to assume obligations as provided underthis SECTION 1(h), provided that GEAI or a Transferee shall not berequired to cause an affiliate of a Transferee to assume the obligationsunder this SECTION 1(h) except as provided in clause (ii) or (iii) below. (ii) In the event that GEAI establishes an asset tracking ormonitoring business through an affiliate of GEAI (an “Associated Business”),then GEAI shall cause such Associated Business to assume the obligations thatwould be assumed by a Transferee under clause (i) above, provided that, foravoidance of doubt, an affiliate of GEAI that establishes an asset tracking ormonitoring business independently of GEAI shall not be an Associated Business.  (iii) For avoidance of doubt, if there is a transfer to aTransferee requiring assumption as set forth in clause (i) above, then in theevent that such Transferee establishes an asset tracking or monitoringbusiness through an affiliate of such Transferee (a “Transferee AssociatedBusiness”), then such Transferee shall cause such Transferee AssociatedBusiness to assume the obligations that would be assumed by a Transferee underclause (i) above, provided that, for avoidance of doubt, an affiliate of suchTransferee that establishes an asset tracking or monitoring businessindependently of such Transferee shall not be an Associated Business.(i) Transition Costs. To the extent ORBCOMM in its discretion pays GEAI its coststo avoid any applicable exclusion under SECTION 1(d) to transition services to the ORBCOMMSystem (“Transition Payments”) and GEAI subsequently within eighteen months (18) months ofsuch transition (an “Initial Transfer”) transitions such services to an alternativeprovider not using the ORBCOMM System (a “Removal from the ORBCOMM System”), then GEAIshall reimburse ORBCOMM the Transition Payments made with respect to such services withinfive (5) business days of such transition to an alternative provider. This SECTION 1(i)shall not apply to a Removal from the ORBCOMM System to the extent (A) arising out of anincrease in pricing from that agreed at the Initial Transfer or (B)
 
7

 
arising out of a condition set forth in SECTION 1(d)(iv), SECTION 1(d)(vi), SECTION1(d)(vii), or SECTION 1(d)(viii).**SECTION 2 PAYMENTS**GEAI shall pay ORBCOMM for all applicable fees with respect to the ORBCOMM System inaccordance with the IVAR and any applicable reseller or similar agreement for cellular or otherservices, in each case as in effect from time to time.**SECTION 3 DISPUTE RESOLUTION**(a) Arbitration. In the event of a claim or controversy regarding any mattercovered by this Agreement, the Parties shall use all reasonable efforts to resolve suchclaim or controversy within sixty (60) calendar days of receipt by any Party of notice ofthe existence of any such claim or controversy. In the event the Parties are unable toagree on the resolution of such claim or controversy within such period of time, any Partymay remove the claim or controversy for settlement by final and binding arbitration in NewYork, New York in accordance with the United States Commercial Dispute ResolutionProcedures of the American Arbitration Association (“AAA”) (to the extent not modified bythis SECTION 3). The AAA procedures for Large, Complex Commercial Disputes shall applyunless the Parties agree otherwise. Each Party to the arbitration shall present its case,witnesses and evidence, if any, in the presence of the other Party or Parties to thearbitration, such arbitration shall be conducted in the English language, a writtentranscript of the proceedings shall be made and furnished to the Parties to thearbitration, and the decision of the arbitrator shall be issued in writing with reasonstherefor. In the event that more than one claim or controversy arises under thisAgreement, such claim or controversy may be consolidated in a single arbitral proceeding.The arbitral proceeding shall be heard and decided by one arbitrator selected in accordancewith AAA rules (to the extent modified hereby). In all cases, the arbitrator shall have ashis or her primary experience the practice of law in the United States (including but notlimited to acting as in-house counsel or in a judicial capacity) and be fluent in English.If an arbitrator is not selected from the initial list of potential arbitrators submittedby the AAA, the AAA shall submit a second list (and if an arbitrator is not selected fromthat second list, a third list) from which an arbitrator may be chosen by the Parties inaccordance with the AAA procedures for selection from the first list before the AAAexercises its power to make an appointment of the arbitrator. Judgment upon any awardrendered by the arbitrator may be entered in any court having jurisdiction or applicationmay be made for judicial acceptance of the award and an order of enforcement, as the casemay be. The Parties agree that if it becomes necessary for any Party to enforce anarbitral award by a legal action or additional arbitration or judicial methods, the Partyagainst whom enforcement is sought, if enforcement is obtained, shall pay all reasonablecosts and attorney’s fees incurred by the Party seeking to enforce the award.
 
8

 
(b) Exclusive Dispute Resolution Mechanism. The rights of the Parties under thisSECTION 3 shall be the exclusive dispute resolution mechanisms with respect to any claim orcontroversy regarding any matter covered by this Agreement.**SECTION 4 NOTICES**All notices given under this Agreement must be in writing and sent by hand delivery, byreputable international express courier or by facsimile transmission (answer back received), to:**ORBCOMM**:ORBCOMM Inc.