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EXHIBIT 3.2

BYLAWS

ORBCOMM CORPORATION
(A DELAWARE CORPORATION)

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TABLE OF CONTENTS

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ARTICLE I. OFFICES 1

ARTICLE II. MEETINGS OF STOCKHOLDERS 1

ARTICLE III. DIRECTORS 3

ARTICLE IV. OFFICERS 5

ARTICLE V. CERTIFICATES OF STOCK 8

ARTICLE VI. GENERAL PROVISIONS 9

ARTICLE VII. AMENDMENTS 9

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ARTICLE I.
OFFICES

SECTION 1.1. The registered office of ORBCOMM CORPORATION
(the "CORPORATION") shall be in the City of Wilmington, County of New Castle,
State of Delaware.

SECTION 1.2. The principal office of the Corporation shall
be at 2455 Horse Pen Road, Suite 100, Herndon, Virginia, 20171. The
Corporation may also have offices at such other places both within and without
the State of Delaware as the Board of Directors may from time to time determine
or the business of the Corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

SECTION 2.1. Meetings of stockholders shall be held at any
place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings
shall be held at the principal office of the Corporation.

SECTION 2.2. The annual meeting of stockholders shall be
held each year on a date and a time designated by the Board of Directors. At
each annual meeting directors shall be elected and any other proper business
may be transacted.

SECTION 2.3. A majority of the stock issued and
outstanding and entitled to vote at any meeting of stockholders, the holders of
which are present in person or represented by proxy, shall constitute a quorum
for the transaction of business except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, a majority of the voting stock represented in
person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote thereat.

SECTION 2.4. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes, or the Certificate of Incorporation, or these Bylaws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

SECTION 2.5. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize
another person or persons to act for him or her by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not
more than three years prior to said meeting, unless said instrument provides
for a longer period. All proxies must be filed with the Secretary of the
Corporation at the beginning of each meeting in order to be counted in any vote
at the meeting. Each stockholder shall have one vote for each share of stock
having voting power, registered in his or her name on the books of the
Corporation on the record date set by the Board

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of Directors as provided in Article V, Section 5.6 hereof. All elections shall
be had and all questions decided by a plurality vote.

SECTION 2.6. Special meetings of the stockholders, for any
purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, the
Chief Executive Officer or the President and shall be called by the President
or the Secretary at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

SECTION 2.7. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given
to each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation.

SECTION 2.8. The accidental omission to give notice of a
meeting to, or the non-receipt of notice of a meeting by, any person entitled
to receive notice shall not invalidate the proceedings at that meeting.

SECTION 2.9. The Secretary may postpone a meeting called
in accordance with the provisions of these Bylaws provided that notice of
postponement is given to each stockholder before the time for such meeting.
Fresh notice of the date, time and place for the postponed meeting shall be
given to each stockholder entitled to vote thereat in accordance with the
provisions of these Bylaws.

SECTION 2.10. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

SECTION 2.11. Unless otherwise provided in the Certificate
of Incorporation, any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

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DIRECTORS

SECTION 3.1. The number of directors which shall
constitute the whole Board shall be not less than one (1) and not more than
twenty (20). The exact number of directors shall be determined by resolution
of the Board, and the initial number of directors shall be eight (8). The
directors need not be stockholders. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 3.2, and each
director elected shall hold office until his or her successor is elected and
qualified; provided, however, that unless otherwise restricted by the
Certificate of Incorporation or by law, the directors or any director may be
removed from office at any time, but only for cause, at a meeting called for
that purpose, and only by the affirmative vote of the holders of at least 80%
of the voting power of all of the then outstanding voting stock, voting
together as a single class.

SECTION 3.2. Newly created directorships resulting from
any increase in the number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or any other cause may be filled by the Board of Directors,
provided that a quorum is then in office and present, or by a majority of the
directors then in office, if less than a quorum is then in office, or by the
sole remaining director. Directors elected to fill a newly created
directorship or other vacancies shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor has been elected and has
qualified, unless sooner replaced by a vote of the stockholders. If there are
no directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

SECTION 3.3. The property and business of the Corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.

SECTION 3.4. The directors may hold their meetings and
have one or more offices, and keep the books of the Corporation outside of the
State of Delaware.

SECTION 3.5. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board.

SECTION 3.6. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer or the
President on forty-eight hours' notice to each director, either personally or
by mail or by telegram; special meetings shall be called by the Chief Executive
Officer, the President or the Secretary in like manner and on like notice on
the written request of two directors.

SECTION 3.7. At all meetings of the Board of Directors
two-thirds of the authorized number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the vote
of two-thirds of the directors present at any meeting at which there is a
quorum,

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shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. If only one director is authorized, such sole director shall
constitute a quorum. At any meeting, a director shall have the right to be
accompanied by counsel provided that such counsel shall agree to any
confidentiality restrictions reasonably imposed by the Corporation.

SECTION 3.8. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.9. A resolution in writing signed by all of the
directors which may be in counterparts, shall be as valid as if it had been
passed at a meeting of the Board of Directors duly called and constituted, such
resolution to be effective on the date on which the last director signs the
resolution.

SECTION 3.10. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously and participation in such a meeting shall
constitute presence in person at such meeting.

SECTION 3.11. The Board of Directors may, by resolution
passed by the affirmative vote of two-thirds of the whole Board, designate one
or more committees, each such committee to consist of one or more of the
directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of
a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the Bylaws of the
Corporation; and, unless the resolution or the Certificate of Incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.

SECTION 3.12. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

SECTION 3.13. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The

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directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

SECTION 3.14. The Corporation shall indemnify every person
who is or was a party or is or was threatened to be made a party to any action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer or employee of the Corporation, is
or was serving at the request of the Corporation as a director, officer,
employee, agent or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding, to the full extent permitted by applicable law.

ARTICLE IV.
OFFICERS

SECTION 4.1. The officers of the Corporation shall be
chosen by the Board of Directors at its first meeting after each annual meeting
of stockholders and shall include a President, a Secretary, and a Treasurer.
The Corporation may also have, at the discretion of the Board of Directors,
such other officers as are desired, including a Chairman of the Board, one or
more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 4.2. In the event there are two or more Vice Presidents,
then one or more may be designated as Executive Vice President, Senior Vice
President, or other similar or dissimilar title. At the time of the election
of officers, the directors may by resolution determine the order of their rank.
Any number of offices may be held by the same person unless the Certificate of
Incorporation or these Bylaws otherwise provide.

SECTION 4.2. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

SECTION 4.3. Each officer shall hold office until the
first meeting of the Board of Directors following the next annual meeting of
the stockholders and until his or her respective successor is chosen and
qualified unless a shorter period shall have been specified by the terms of his
or her election or appointment, or in each case until he or she sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his or
her authority at the pleasure of the directors or the officer by whom he or she
was appointed or by the officer who then holds agent appointive power. Any
officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.

SECTION 4.4. Subject to law, to the Certificate of
Incorporation and to the other provisions of these Bylaws, each officer shall
have, in addition to the duties and powers herein set forth, such duties and
powers as are commonly incident to his or her office and such additional duties
and powers as the Board of Directors may from time to time designate.

SECTION 4.5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer

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be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him or her by the Board of Directors or prescribed by
these Bylaws. The Chairman of the Board, if any, shall in addition be the
Chief Executive Officer of the Corporation and shall have the powers and duties
prescribed in Section 4.6.

SECTION 4.6. CHIEF EXECUTIVE OFFICER. The Chairman of the
Board, if any, shall be the Chief Executive Officer of the Corporation and
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of the
Corporation. The Chief Executive Officer or the President shall preside at all
meetings of the stockholders and, in the absence of the Chairman of the Board,
or if there be none, at all meetings of the Board of Directors. The Chief
Executive Officer shall be an ex-officio member of all committees and shall
have the general powers and duties of management usually vested in the office
of Chief Executive Officer of a corporation, and shall have such other powers
and duties as may be prescribed by the Board of Directors or these Bylaws.

SECTION 4.7. PRESIDENT. In the absence or disability of
the Chief Executive Officer, the President shall perform all the duties of the
Chief Executive Officer, and when so acting shall have all the powers of and be
subject to all the restrictions on the Chief Executive Officer. The President
shall have such other duties as from time to time may be prescribed for him or
her by the Board of Directors. The President or the Chief Executive Officer
shall preside at all meetings of the stockholders and, in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. The President shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of the President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.

SECTION 4.8. VICE PRESIDENTS. In the absence or
disability of the President, the Vice Presidents in order of their rank as
fixed by the Board of Directors, or if not ranked, the Vice President
designated by the Board of Directors, shall perform all the duties of the
President, and when so acting shall have all the powers of and be subject to
all the restrictions on the President. The Vice Presidents shall have such
other duties as from time to time may be prescribed for them, respectively, by
the Board of Directors or by the President.

SECTION 4.9. SECRETARY. The Secretary shall attend all
sessions of the Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose; and shall perform like duties for the standing committees when
required by the Board of Directors. He or she shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or by the President. Unless a transfer agent has been
appointed, the Secretary shall keep or cause to be kept the stock and transfer
records of the Corporation, which shall contain the names and record addresses
of all stockholders and the number of shares registered in the name of each
stockholder.

He or she shall keep in safe custody the seal of the
Corporation, and when authorized by the Board, affix the same to any instrument
requiring it. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
or her signature.

SECTION 4.10. ASSISTANT SECRETARY. The Assistant Secretary,
or if there be more than

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one, the Assistant Secretaries in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the President or the Secretary may from time to time prescribe.

SECTION 4.11. TREASURER. The Treasurer shall be the Chief
Financial Officer of the Corporation and shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his or
her transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he or she shall give the
Corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors, for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation. If no
controller is elected, the Treasurer shall also have the duties and powers of
the controller.

SECTION 4.12. ASSISTANT TREASURER. The Assistant
Treasurer, or if there shall be more than one, the Assistant Treasurers in the
order determined by the Board of Directors, or if there be no such
determination, the Assistant Treasurer designated by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors, the President or the
Treasurer may from time to time prescribe.

SECTION 4.13 CONTROLLER AND ASSISTANT CONTROLLERS. If a
Controller is elected, he or she shall be the Chief Accounting Officer of the
Corporation and shall be in charge of its books of account and accounting
records and of its accounting procedures. He or she shall have such other
duties and powers as may be designated from time to time by the Board of
Directors, the President or the Treasurer.

Any Assistant Controller shall have such duties and powers as
shall be designated from time to time by the Board of Directors, the President,
the Treasurer or the Controller.

ARTICLE V.
RESIGNATIONS AND REMOVALS

SECTION 5.1. Any director or officer may resign
at any time by delivering his or her resignation in writing to the Chairman of
the Board of Directors, if any, the President, the Secretary or to a meeting of
the Board of Directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time, and without, in either
case, the necessity of its being accepted unless the resignation shall so
state. No director or officer resigning and (except where a right to receive
compensation shall be expressly provided in a duly authorized written agreement
with the Corporation) no director or officer removed pursuant to Section 3.1 or
Section 4.3 shall have any right to any compensation as such director or
officer for any period following his or her resignation or removal or

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any right to damages on account of such removal, whether his or her
compensation be by the month or by the year or otherwise, unless in the case of
a resignation, the directors, or in the case of a removal, the body acting on
the removal, shall in their or its discretion provide for compensation.

ARTICLE VI.
CERTIFICATES OF STOCK

SECTION 6.1. Every holder of stock of the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer of the Corporation, certifying the
number of shares represented by the certificate owned by such stockholder in
the Corporation.

SECTION 6.2. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent, or registrar at
the date of issue.

SECTION 6.3. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
that the Corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 6.4. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.

SECTION 6.5. Upon surrender to the Corporation, or the
transfer agent of the Corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its book.

SECTION 6.6. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other

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distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date that
shall not be less than ten days nor more than sixty days before the date of
such meeting. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

SECTION 6.7. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.

ARTICLE VII.
GENERAL PROVISIONS

SECTION 7.1. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

SECTION 7.2. Before payment of any dividend there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

SECTION 7.3. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

SECTION 7.4. The fiscal year end of the Corporation may be
determined by resolution of the Board of Directors and failing such resolution
shall be the 31st of December in each year.

SECTION 7.5. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.6. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these Bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his or her address as it appears
on the records of the Corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given by telecopy
or overnight courier service.

SECTION 7.7. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

ARTICLE VIII.

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AMENDMENTS

SECTION 8.1. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders or by the Board of
Directors at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation, such power shall not divest or limit the power of
the stockholders to adopt, amend or repeal Bylaws.

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of
ORBCOMM Corporation, a Delaware corporation; and

(2) That the foregoing Bylaws constitute the Bylaws of
said corporation as duly adopted by the written consent of the sole
Incorporator, and approved by the Board of Directors, of said corporation as of
March 24, 1998.

IN WITNESS WHEREOF, I have hereunto subscribed my name this
24th day of March, 1998.

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Mary Ellen Seravalli, Secretary