COOPERATION AGREEMENT

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                                                                  EXHIBIT 10.2.1

                                     ***  TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
                                          and 230.406

                              COOPERATION AGREEMENT

This Cooperation Agreement (this "Agreement"), effective as of the date of the
last signature hereto (the "Effective Date"), is entered into by and among
ORBCOMM Inc. (hereinafter referred to as "ORBCOMM") having its offices and place
of business at 21700 Atlantic Boulevard, Dulles, VA 20166, Stellar Inc.
(hereinafter referred to as "Stellar") having its offices and place of business
at 21700 Atlantic Boulevard, Dulles, VA 20166 and Delphi Corporation, acting by
and through its Delphi Electronics & Safety Division (hereinafter referred to as
"Delphi"), having its principal place of business at One Corporate Center, P.O.
Box 9005, Kokomo, Indiana 46904-9005. ORBCOMM, Stellar and Delphi are herein
sometimes referred to individually as a "Party" or collectively as the
"Parties".

RECITALS

WHEREAS, ORBCOMM owns and operates a multiple low earth orbit satellite-based
two-way data communication network (the "System") and is licensed to operate in
most developed countries and many developing countries; and

WHEREAS, Stellar, a majority owned subsidiary of ORBCOMM, is the designer and
supplier of modulator/demodulators ("Moderns") used for transmitting and
receiving data streams carried by the System; and

WHEREAS, Delphi Is a manufacturer of electronic products who supplies automotive
original equipment manufacturers ("OEM"s) with hardware that enables two-way
data services and other mobile communications means; and

WHEREAS, Delphi wishes to manufacture or have manufactured for Stellar certain
Modems used for transmitting and receiving Data carried by the System;

WHEREAS, the Parties believe by combining their considerable and complimentary
skills that the existing Modems can be improved upon to create a more
comprehensive and competitive solution to the need for reliable low cost two-way
data connectivity in fixed and mobile applications can be created; and

WHEREAS, the Parties intend to cooperate to create and provide such solutions to
worldwide industrial companies, while creating for each Party a valuable and
sustainable business opportunity; and

WHEREAS, the Parties wish to set forth the details of their agreement to
cooperate to achieve the above objectives.


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THEREFORE, the Parties mutually agree as follows:

                             ARTICLE 1. DEFINITIONS

1.1  Affiliate

As used in this Agreement, "Affiliate" shall mean any corporation, partnership,
trust or other business entity, which directly or indirectly controls, is
controlled by, or is under common control with a Party. For the purposes of
defining an Affiliate, "control" means ownership of at least fifty percent (50%)
of the shares or other equity interest having power to elect directors or
persons performing a similar function.

1.2  Background Intellectual Property

As used in this Agreement, "Background Intellectual Property" of a Party means
the Intellectual Property of a Party which is owned or controlled by the Party
before the Effective Date of this Agreement or which is otherwise independently
created by a Party completely outside of the Project primarily for use outside
the Project and which is useful in performing the Project.

1.3  Delphi Field

As used in this Agreement, "Delphi Field" shall mean passenger vehicle;
recreational vehicle and truck OEMs; passenger vehicle and recreational vehicle
aftermarkets; and sellers of products to all such markets.

1.4  Foreground Intellectual Property

As used in this Agreement, "Foreground Intellectual Property" means Intellectual
Property resulting directly from and developed, conceived or created by the
employees or contractors of a Party (or their respective Affiliates) during the
performance of the Project or the Cooperation.

1.5  Intellectual Property

As used in this Agreement, "Intellectual Property" shall mean all rights in
ideas, inventions, works of authorship, know-how, trade secrets, pending patent
applications, patents, copyrights, or other proprietary information.


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1.6  Licensed Product

As used in this Agreement, "Licensed Product" means a Product incorporating
Background Intellectual Property of a Party and covered by the terms of the
Cross License Agreement described in Paragraph 4.2 hereof and incorporated in
this Agreement as Attachment 1 hereof.

1.7  Existing Stellar Product

As used in this Agreement, "Existing Stellar Product" means Modems identified in
Attachment 2 hereto that incorporate Background Intellectual Property of
Stellar.

1.8  Project

As used in this Agreement, "Project" means the work conducted according to a
Scope of Work document (as defined below) under the terms of this Agreement.

1.9  Stellar Field

As used in this Agreement, "Stellar Field" shall mean two-way narrow-band
messaging for use on the ORBCOMM satellite network.

1.10 New Product

As used in this Agreement, "New Product" shall mean Modems and devices for
applications that require two-way data communications that are developed
pursuant to the Project or the Cooperation.

1.11 Territory

As used in this Agreement, "Territory" shall mean the regions in which Orbcomm
has secured regulatory approval from the appropriate governing bodies and
Stellar has the required regulatory approvals for Existing Stellar Products
and/or New Products.

              ARTICLE 2. ROLES AND RESPONSIBILITIES OF THE PARTIES

2.1  General Objectives of this Agreement

The Parties intend that: i) Delphi will manufacture or have manufactured
Existing Stellar Products for Stellar; and ii) the Parties will form a
cooperative business relationship that would include product development,
licensing of key enabling technologies and buy/sell


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arrangements that would define and make available for sale, modems for two-way
satellite data communications for fixed and mobile applications (the
"Cooperation").

2.2  Joint Roles of the Parties Under this Agreement

     a.   Define requirements, such as features, functions, timing, target
          pricing and the source and amount of development funding for New
          Products, in the form of Scope of Work (SOW) documents.

     b.   Form an on-going business direction group (the "Steering Committee")
          to do, among other things:

          1)   Coordinate and review activities undertaken under the
               Cooperation;

          2)   Arrange for technical information exchanges and consultation
               related to meeting the business objectives of the Cooperation;
               and

          3)   Resolve joint business issues related to the Cooperation that may
               arise.

2.3  Roles of Delphi Under this Agreement

     a.   Participate as a member of the Steering Team.

     b.   Provide commercially reasonable resources and effort to meet the
          business objectives of the Cooperation.

     c.   Provide the relevant technical expertise for the design, development,
          validation of New Products, including

          1) Circuit board layout

          2) Interconnection means

          3) Embedded software

          4) ASIC designs

          5) Antennas

          6) Product packaging

          7) Human / machine interface, as required

          8) Product validation

     d.   Manufacture the Existing Stellar Products and the New Products
          consistent with automotive requirements for quality and reliability.

     e.   Support Stellar by having manufactured and/or manufacturing Existing
          Stellar Products.

     f.   Sell New Products hardware to Stellar under a separate supply
          agreement, between Stellar and Delphi.

     g.   Sell New Products for use in existing Delphi products, applications
          and existing OEM customer base.

     h.   Licensee of technology (as defined below) from Stellar

     i.   Licensor of technology to Stellar, if required


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     j.   Marketing partner to ORBCOMM for ORBCOMM services to Delphi's customer
          base.

     k.   Disclose and document the Foreground Intellectual Property with the
          same level of detail and degree of completeness that is customarily
          and reasonably required by the automotive electronics industry.

     l.   Document manufacturing; assembly, calibration, testing, repair and
          troubleshooting procedures as well as other knowledge otherwise
          required to manufacture New Products and Existing Stellar Products
          with the same level of detail and degree of completeness that is
          customarily and reasonably required by the automotive electronics
          industry.

2.4  Roles of Stellar under this Agreement

     a.   Participate as a member of the Steering Team.

     b.   Provide commercially reasonable resources and effort to meet the
          business objectives of the Cooperation.

     c.   Provide necessary technical information and consultation to enable
          Delphi to design and develop New Products that are compatible with
          System requirements.

     d.   Provide no-charge access to Delphi to Stellar's development and
          simulation tools for New Product development purposes.

     e.   License to Delphi, under reasonable commercial terms, relevant
          intellectual property such as messaging protocols,
          encryption/decryption, and related subject areas to enable Delphi to
          manufacture and sell New Products.

     f.   Provide application and development support of New Products with
          resellers.

     g.   Perform type certification of New Products in the US, Canada, Mexico
          and the European Union (ETSI).

     h.   Provide technical support and warranty service for Stellar and ORBCOMM
          resellers.

     i.   Participate in joint marketing activities with, as deemed appropriate
          by Stellar in its sole discretion, in support of the objectives of the
          Cooperation.

2.5  Roles of ORBCOMM under this Agreement

     a.   Participate as a member of the Steering Team.

     b.   Participate in joint marketing activities with Delphi, as deemed
          appropriate by ORBCOMM in its sole discretion, in support of the
          objective of the Cooperation.


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         ARTICLE 3. COMMERCIAL ISSUES RELATED TO PRODUCT DEVELOPMENT AND
                                   PURCHASING

3.1  New Product Development

Each New Product that is identified by the Steering Committee as being desirable
and reasonably included in the business objectives of the Cooperation will be
incorporated into an SOW signed by all Parties, as set forth in Article 2.2 a
hereof, and made part of this Agreement. The terms of this Agreement will apply
to work done under such SOW.

3.2  Purchases of New Modems by Stellar

The Parties agree that Delphi will be given the first right of refusal following
termination of this Agreement to supply Stellar with New Products developed
under the Cooperation on no less favorable terms than Stellar can obtain from
other suppliers.

3.3  Delphi is Sole Supplier of New Products to Stellar

With the exception set forth in Section 3.4 hereof, Delphi shall be the sole
supplier of New Products to Stellar during the term of this Agreement, subject
to Delphi's ability to continuously provide competitive quality, delivery,
service and technology and further subject to Delphi's ability to meet
negotiated annual price points for such products.

3.4  Exception to Delphi's Sole Supplier Status

Notwithstanding the provisions of Section 3.3 hereof, European Datacomm Holdings
N.V. shall have the right to manufacture the Existing Stellar Products solely
for its own use.

3.5  Purchasing Agreement between Stellar and Delphi

Delphi's sales of Modems to Stellar will be made according to Stellar's standard
purchasing terms and conditions, as modified by a purchase agreement governing
commercial terms including, but not limited to warranty, delivery schedules,
payment terms, pricing, volume forecasts and related topics.

3.6  Recovery of Delphi's Engineering Expenses

If Delphi requests non-recurring engineering (NRE) funding for a Project and if
Stellar agrees to provide such NRE, the Parties will discuss and mutually agree
upon the amount of NRE that Stellar will provide prior to the start of such
Project. Delphi will amortize such agreed-upon amount of NRE in the selling
price of the New Product developed under such Project. The amount of
amortization per unit of New Product sold will be based upon the number of units
committed by Stellar and their customers in a


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purchase order issued to Delphi. If the committed volumes in the purchase order
are not achieved, then Delphi shall be entitled to be paid the remaining balance
of the unamortized NRE upon completion of such purchase order.

                        ARTICLE 4. INTELLECTUAL PROPERTY

4.1  Ownership of Background Intellectual Property

Each Party is and remains the owner of its Background intellectual Property.

4.2  Cross Licensing of the Parties' Background Intellectual Property and Solely
     Owned Foreground Intellectual Property.

Subject to Section 4.3, the Parties understand and agree that a Party may
require a license to the other Party's Background Intellectual Property in order
to make, have made, use and sell Existing Stellar Products and New Products, if
such Existing Stellar Product or New Product incorporates such other Party's
Background Intellectual Property. The Parties further agree that a commercially
reasonable royalty would be due to the licensor by the licensee in such
circumstances except if Delphi makes Licensed Products for sale to Stellar, in
which case no royalty would be due by Delphi if such Licensed Products are sold
to Stellar. The terms for such cross license are set forth in Attachment 1
hereof.

4.3  Joint Ownership of Foreground Intellectual Property

Foreground Intellectual Property shall be jointly owned by the Parties for all
applications thereof, without any accounting required by one Party to the other,
including the right to grant non-exclusive licenses, provided that during and
after the term of this Agreement: i) Stellar shall not use, shall cause its
Affiliates not to use, and shall not grant the right to any third party to use,
the Foreground Intellectual Property or the other Party's Background
intellectual Property for applications outside the Stellar Field or sell New
Products outside the Stellar Field; and ii) Delphi shall not use, shall cause
its Affiliates not to use, and shall not grant the right to any third party to
use, the Foreground Intellectual Property or the other Party's Background
Intellectual Property for applications outside the Territory outside the Delphi
Field or sell Existing Stellar Products or New Products outside the Territory
outside the Delphi Field; and iii) the Parties may together, but not
individually, grant to European Datacomm Holdings N.V or its Affiliates the
right to manufacture or sell New Products. The Parties shall cooperate with one
another as necessary to apply for patents or otherwise take steps to protect
Foreground Intellectual Property, including deciding which inventions to apply
for protection on, selecting the countries for registration, selecting the Party
that submits and is responsible for preparing the application, and sharing of
costs (which shall be in equal proportions,


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unless otherwise agreed). No Foreground Intellectual Property may be transferred
to any third party without the foregoing restrictions on such use being
conditions of such transfer. Any transfer of Foreground Intellectual Property
without such conditions shall be void.

4.4  Patent Applications for Foreground Intellectual Property

If one of the Parties does not wish to share the costs for filing a patent
application in a particular country for a jointly owned invention, then the
filing Party shall bear all the costs for that particular patent application,
and the Party not wishing to share in such costs shall assign its rights in such
application to the filing Party. The assigning Party and its Affiliates shall
retain a perpetual, nonexclusive, royalty-free license in and to any patent
issuing from such patent application or continuation, continuation-in-part,
divisional, extension, reissue, reexamination or foreign counterparts of such
patent application.

                            ARTICLE 5. NON-DISCLOSURE

Without limiting the generality of Article 4, information disclosed by one Party
to the other Party under this Agreement shall be considered confidential and
proprietary if in writing and clearly marked with a Confidential, or similar
legend. Both Parties to this Agreement agrees to protect such proprietary
information from disclosure to third parties for five (5) years from the date of
such disclosure, using the same degree of care each Party uses in respect to
information of its own that it does not want disclosed to third parties.
However, this Agreement does not impose any obligation on a Party receiving
information under this Agreement if that Party can document:

     (a)  is already known to such Party at the time first received from the
          disclosing Party; or

     (b)  is publicly known through no wrongful act of such Party; or

     (c)  is received by such Party from a third party without similar
          restriction and without breach of this Agreement; or

     (d)  is independently developed by such Party without access to the
          disclosed information; or

     (e)  is approved for release by written authorization of the Party which
          originally disclosed such information; or

     (f)  is disclosed pursuant to an order of Court, provided that the
          receiving Party gives the disclosing Party prompt notice of any
          subpoena or application for such order seeking the information.


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                              ARTICLE 6. LIABILITY

6.1  No Liability for Salaries and Benefits of other Party

No employees of either Party will be considered employees of the other Party,
and each Party (the "Visiting Party") shall be