EXHIBIT 10.8.1 SATCOM INTERNATIONAL GROUP PLC CONTRIBUTION AGREEMENT

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                                                                  EXHIBIT 10.8.1

                         SATCOM INTERNATIONAL GROUP PLC
                             CONTRIBUTION AGREEMENT

This Agreement is made and entered into as of February 17, 2004, by and between
ORBCOMM Inc., a Delaware corporation (the "Company"), Satcom International Group
plc, a public limited company organized under the laws of England and Wales
("Satcom"), Don Franco ("DF"), Nancy Franco ("NF" and, together with DF,
"Franco"), Jerome B. Eisenberg ("Eisenberg"), and Europa Holdings Limited
("Europa" and, together with Franco and Eisenberg, the "Contributors").

                                    RECITALS

            WHEREAS, the Contributors own the securities and instruments issued
by Satcom and have the claims against Satcom set forth on Schedule 3.03 and
3.04;

            WHEREAS, pursuant to the Stock Purchase Agreement (as defined
herein), it is a condition to the financing of the Company that the Contributors
transfer their interests in Satcom to the Company;

In consideration of the mutual representations, warranties, covenants and
agreements, and upon the terms and subject to the conditions hereinafter set
forth, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified
or referred to in this Article I:

"Agreement" - this Agreement, as the same may be amended, modified or
supplemented from time to time in accordance with its terms.

"Encumbrance" - any mortgage, charge, claim, condition, equitable interest,
lien, option, security interest, right of first refusal or restriction of any
kind, including any restriction on use, voting, transfer, receipt of income, or
exercise of any other attribute of ownership.

"Excluded Satcom Interests" - 1,000 Ordinary Shares owned by DF and 1,000
Ordinary Shares owned by Europa.

"Governmental Entity" - any: (i) federal, state, local, foreign or international
government; (ii) court, arbitral or other tribunal or governmental or
quasi-governmental authority of any nature (including any governmental agency,
political subdivisions,

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instrumentalities, branch, department, official, or entity); or (iii) body
exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory, or taxing authority or power of any nature
pertaining to government.

"Laws" - means all laws, principles of common law, statutes, constitutions,
treaties, rules, regulations, ordinances, codes, rulings, Orders and
determinations of all Governmental Entities.

"Order" - any award, decision, stipulation, injunction, judgment, order, ruling,
subpoena, writ, decree or verdict entered, issued, made or rendered by any
Governmental Entity.

"Ordinary Shares" - means the ordinary shares of Satcom, nominal value
(pound)1.00 per share.

"Person" - any individual, sole proprietorship, firm, corporation (including any
non-profit corporation and public benefit corporation), general or limited
partnership, limited liability partnership, joint venture, limited liability
company, estate, trust, association, organization, labor union, institution,
entity or Governmental Entity, including any successor (by merger or otherwise)
of such entity.

"Preferred Shares" - the Series A Convertible Redeemable Preferred Stock of the
Company.

"Satcom Convertible Notes" - means the outstanding convertible notes, plus
accrued interest thereon, of Satcom as set forth on Schedule 3.03.

"Satcom Demand Notes" - means the outstanding demand notes, plus accrued
interest thereon, of Satcom as set forth on Schedule 3.03.

"Satcom Interests" - means, for each Contributor, the Ordinary Shares, Satcom
Convertible Notes and Satcom Demand Notes owned by or the Satcom Obligations
owed to such Contributor as set forth on Schedules 3.03 and 3.04, other than the
Excluded Satcom Interests, and, in the case of Eisenberg, no less than 85% of
the Ordinary Shares owned by Europa Holdings Limited.

"Satcom Obligations" - means the obligations of Satcom for unpaid compensation
and certain other payables set forth on Schedule 3.04.

"Stock Purchase Agreement" - means the Stock Purchase Agreement, dated February
17, 2004 entered into among the Company, ORBCOMM LLC, and the investors listed
therein.

"to the knowledge" - means, with regard to a Person that is an entity, the
actual knowledge of the executive officers of such Person after reasonable
inquiry or, with regard to an individual, the actual knowledge of such
individual, after reasonably inquiry.

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                                   ARTICLE II

                            CONTRIBUTION AND CLOSING

            2.01 Contribution of Membership Interests. Upon the Closing (as
defined below), subject to the terms and provisions of this Agreement, the
Contributors shall each contribute and assign all of their right, title and
interest in and to their respective Satcom Interests to the Company, except for
the Excluded Satcom Interests. In exchange for such contribution, at the
Closing, the Company will issue and deliver to the Contributors the number of
Preferred Shares set forth opposite such Contributor's name on Schedule 2.01
(which Preferred Shares shall equal an aggregate of 620,000 Preferred Shares).

            2.02 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement (the "Transaction") will take place at the
offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York City, on the
earlier of (i) one hundred eighty (180) days from the date this Agreement was
signed by the Company or (ii) the satisfaction of the conditions set forth in
Article 5 hereof, or such other date as the parties may agree. Notwithstanding
the foregoing, if the conditions set forth in Article V hereof have not been
satisfied within one hundred eighty (180) days from the date of this Agreement,
the Company may elect, in its sole discretion, to reduce the number of Ordinary
Shares being purchased from the Contributors as deemed appropriate by the
Company; provided, however, that any such reduction shall not affect the
consideration payable hereunder. The Company may, in its sole discretion, extend
such period to two hundred seventy (270) days after the date of this Agreement
by providing written notices to Satcom and the Contributors

            2.03 Deliveries. (a) At the Closing, the Contributors shall deliver
to the Company:

            (i) original versions of the share certificates representing the
Ordinary Shares owned by the Contributors and original versions of the Satcom
Convertible Notes and Satcom Demand Notes owned by the Contributors (other than
the Excluded Satcom Interests);

            (ii) duly executed transfer forms for the Ordinary Shares (other
than the Excluded Satcom Interests) owned by the Contributors in favor of the
Company (or as the Company may direct), together with any power of attorney
under which any transfer is executed on behalf of a Contributor;

            (iii) such waivers or consents as the Company may reasonably require
to be signed by the Contributors to enable the Company or its nominee to be
registered as a holder of the Ordinary Shares owned by the Contributors; and

            (iv) duly executed forms of assignment of the Satcom Convertible
Notes owned by the

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Contributors and the Satcom Demand Notes owned by the Contributors which
comprise the Satcom Interests in such form as the Company shall reasonably
require.

      (b) Upon signing this Agreement, the Contributors shall cause Chadbourne &
Parke, a multinational partnership, special counsel to Satcom, to deliver a
legal opinion to the Company as to certain matters in form and content
satisfactory to the Company and its counsel.

                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each of Satcom and the Contributors hereby jointly and severally represent and
warrant to the Company as follows:

            3.01 Organization and Good Standing. Satcom is a public limited
company, duly formed, validly existing and in good standing under the laws of
England and Wales and has all requisite power and authority (corporate or
otherwise) to conduct its business in the manner in which it is presently being
conducted.

            3.02 Organization Documents. Attached as Exhibit A is a true and
complete copy of the Articles of Association and Memorandum of Association of
Satcom, each as amended to the date hereof and as currently in effect. Other
than the documents attached hereto as Exhibit A, there are no other documents
governing the organization or operation of Satcom.

            3.03 Capitalization. (a) The authorized capital stock of Satcom
consists of 70,120 ordinary shares, nominal value of (pound)1.00 per share (the
"Ordinary Shares"), of which 70,120 Ordinary Shares are issued and outstanding
as of the date hereof. Except for the Satcom Convertible Notes set forth on
Schedule 3.03, there are no bonds, debentures, notes or other indebtedness of
Satcom convertible into, or exchangeable for, securities having the right to
vote on any matters on which any shareholders of Satcom may vote. Except for the
Satcom Convertible Notes set forth on Schedule 3.03, the Satcom Demand Notes set
forth on Schedule 3.03, the Satcom Obligations set forth on Schedule 3.04 and
Satcom's obligations as set forth on the Latest Balance Sheet (as defined
below), Satcom has no material liabilities or obligations. Except as set forth
above, there are no securities, options, warrants, calls, rights or other
contracts, including, without limitation, stock appreciation rights, "phantom"
stock or similar plans or rights, obligating Satcom to issue, deliver or sell,
or cause to be issued, delivered or sold, additional Ordinary Shares or other
securities of Satcom. There are no rights or contracts (i) to repurchase, redeem
or otherwise acquire any Ordinary Shares or other securities of Satcom, (ii)
requiring Satcom to vote or to dispose of any Ordinary Shares or (iii) other
than the Satcom Convertible Notes, providing any person or entity the right to
acquire any Ordinary Shares or other securities of Satcom either from Satcom or
any other person or entity, including, without limitation, pursuant to a right
of first refusal.

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            3.04 Ownership of Interests.

            (a) Each of the Contributors is the record and beneficial owner of
the Ordinary Shares, Satcom Convertible Notes and Satcom Demand Notes set forth
opposite their names on Schedule 3.03, free and clear of all liens and
encumbrances. Franco and Eisenberg are owed the Satcom Obligations as set forth
on Schedule 3.04. Each of the Contributors further represents and warrants to
the Company that the securities and obligations set forth opposite his, her or
its name on Schedule 3.03 and 3.04 constitute all of his, her or its holdings of
debt or equity securities or other obligations of Satcom. Each of the
Contributors further represents and warrants to the Company that the securities
and obligations set forth opposite the Contributors' names on Schedule 3.03 in
the aggregate constitute a majority of the outstanding voting securities of
Satcom and a majority of the outstanding debt of Satcom as of the date hereof.

            (b) The sale and delivery of the Satcom Interests to the Company
pursuant to Article II hereof will vest in the Company all right, title and
interest in and to such Satcom Interests, free and clear of all Encumbrances
(other than Encumbrances created or suffered by the Company).

            (c) The execution, delivery and performance of this Agreement by
each of Satcom and the Contributors will not, with or without the giving of
notice or lapse of time or both, (i) violate, conflict with or result in a
breach of any provision of the organizational documents of Satcom; (ii) require
any permit or consent of any Governmental Entity; (iii) violate or conflict with
any Law or Order applicable to Satcom or the Contributors; or (iv) violate,
conflict with or result in a default under any of the terms, conditions or
provisions of any agreement to which Satcom or any of the Contributors is a
party or by which the Satcom Interests are bound.

            3.05 Due Authorization; Enforceability. Each of Satcom and the
Contributors has all requisite power and authority (corporate or otherwise) to
execute, deliver and perform this Agreement and the Transaction. The execution,
delivery and performance of this Agreement, and the consummation of the
Transaction by the Contributors have been duly authorized by all necessary or
appropriate action (corporate or otherwise) and no additional proceedings
(corporate or otherwise) are necessary to authorize this Agreement or to
consummate the Transaction.

            3.06 Financial Statements. (a) The Contributors have delivered to
the Company true and correct copies of (i) a balance sheet of Satcom as of
December 31, in each of the years 2001 and 2002, together with statements of
profit and loss and cash flow, including, in each case, the notes thereto and
the reports of PJW Accounting Limited, registered accountants, and (ii) an
unaudited balance sheet of Satcom as of December 31, 2003 (the "Latest Balance
Sheet"), together with a statement of profit and loss (collectively, the
"Financial Statements").

            (b) The Financial Statements were prepared from and in accordance
with the books and records of Satcom in accordance with generally accepted
accounting principals in England ("GAAP") consistently applied (except as
indicated in the notes

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thereto and with respect to the unaudited financial statement for the omission
of notes and a statement of cash flows), are true and correct and fairly present
the financial condition, results of operations and cash flow of Satcom as of and
for the periods indicated or as of the respective dates set forth therein,
subject, in the case of unaudited financial statements, to normal and recurring
year-end adjustments, the effect of which will not, individually or in the
aggregate, be materially adverse to the Company.

            (c) As of the date of this Agreement, the Satcom did not have any
liabilities of a nature required by GAAP to be reflected or reserved for in a
balance sheet that were not reflected or reserved for in the Latest Balance
Sheet except (i) for liabilities incurred in the ordinary course of business
consistent with past practice since the date of the Latest Balance Sheet or (ii)
as do not exceed individually or in the aggregate, $250,000.

            3.07 Material Contracts. Schedule 3.07 hereto lists all material
agreements, contracts and commitments to which Satcom is a party or its assets
bound (the "Mate