Amendment To International Value Added Reseller Agreement

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


(ORBCOMM(R) LOGO)


July 11, 2006


GE Asset Intelligence, LLC 540 Northwest Highway Barrington, IL, 60010 Att: Thomas Konditi


Re: Amendment to International Value Added Reseller Agreement


Dear Mr. Konditi:


Effective June 29, 2006, ORBCOMM LLC ("ORBCOMM") and GE Asset Intelligence, LLC ("GE" and, together with ORBCOMM, the "Parties") hereby agree to amend the terms of the International Value Added Reseller Agreement, dated March 14, 2003 (the "IVAR"), as amended, by and between the Parties, as follows:


1. Exhibit C to the IVAR (Pricing Rate Schedule) shall be amended to
add the additional Pricing Rate Schedule attached as Exhibit A
hereto.


GE acknowledges that the fees set forth in the additional Pricing Rate Schedule attached as Exhibit A hereto shall only be applicable to the Truck PC DT - 4000 Application (as defined in the IVAR) utilized in connection with Subscriber Communicators (as defined in the IVAR) which are supplied to USXpress.


Except as expressly amended by this amendment, all other terms and conditions of the IVAR shall remain in full force and effect. No waiver of any provision of the IVAR by either Party shall be deemed a continuing waiver of any matter by such Party.


Please indicate your acceptance of the amendment set forth above by signing where indicated below. If you have any questions, please contact me at 703-433-6306.


Very truly yours,


/s/ Jerome B. Eisenberg
----------------------------------------
Jerome B. Eisenberg
Chief Executive Officer


Agreed and accepted as of this 11th day of July, 2006:


GE Asset Intelligence, LLC


By: /s/ Clayton R. Sanders, Jr.
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