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                                                                     EXHIBIT 2.3

                          CERTIFICATE OF CANCELLATION
                                      OF
                      CERTIFICATE OF LIMITED PARTNERSHIP
                                      OF
                     ORBCOMM INTERNATIONAL PARTNERS, L.P.

            ORBCOMM International Partners, L.P. (the "Partnership"), a
limited partnership organized under the Delaware Revised Uniform Limited
Partnership Act (the "Act"), for the purpose of canceling the Certificate of
Limited Partnership of the Partnership pursuant to Section 17-203 of the Act,
hereby certifies that:

            FIRST:  The name of the Partnership is ORBCOMM International
Partners, L.P.

            SECOND:  The Partnership's Certificate of Limited Partnership was
originally filed in the Office of the Secretary of State on July 21, 1993.

            THIRD:  This Certificate of Cancellation is being filed because
the Partnership has ceased transacting business.

            FOURTH:  This Certificate of Cancellation shall become effective
on _______ __, 1998.


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            IN WITNESS WHEREOF, the undersigned, constituting the sole
General Partner of the Partnership, has executed this Certificate of
Cancellation as of this ___ day of _______, 1998.

                              ORBCOMM GLOBAL, L.P.

                              By:   Orbital Communications Corporation,
                                    its General Partner

                                    By:   
                                          ---------------------------------
                                          Scott L. Webster
                                          President

                              By:   Teleglobe Mobile Partners,
                                    its General Partner

                                    By:   Teleglobe Mobile Investment Inc.,
                                          its Managing Partner

                                          By:   
                                                ------------------------------
                                                Claude Seguin
                                                Chief Executive Officer