AMENDMENT NUMBER ONE COOPERATION AGREEMENT

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                                                                  EXHIBIT 10.2.2

                              AMENDMENT NUMBER ONE

                              COOPERATION AGREEMENT

ORBCOMM Inc.; Stellar Satellite Communications Ltd. and Delphi Electronics &
Safety Division (the "Parties") have entered into a Cooperation Agreement
("Agreement") effective as of May 18, 2004. The Parties wish to amend Section
7.1 of the Agreement to extend the expiration date of the Agreement from
December 31, 2005 to December 31, 2007. Accordingly, the amended Section 7.1
will read as follows:

7.1 Term of the Agreement

The term of this Agreement is until December 31, 2007. This Agreement may