S-3ASR

As filed with the Securities and Exchange Commission on July 25, 2006
 

                                                                                                       Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________

MOTIENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	4812	93-0976127
(State of Incorporation)	(Primary S.I.C. Code Number)	(I.R.S. Employer
		Identification No.)

300 Knightsbridge Pkwy.

Lincolnshire, IL 60069

(847) 478-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

____________________________

Robert L. Macklin

General Counsel and Secretary

300 Knightsbridge Pkwy.

Lincolnshire, Il 60069

(847) 478-4200

(Name, Address, Including Zip Code, And Telephone Number,

Including Area Code, Of Agent For Service)

____________________________

Copy to:

W. Mark Young

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

(713) 220-4200

Facsimile: (713) 220-4285

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.

____________________________
 

If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be  Registered(1)(2)	Proposed  Maximum  Offering Price Per Unit (3)	Proposed  Maximum  Aggregate  Offering Price (3)	Amount of  Registration Fee
Common Stock, par value $0.001 per share	55,053,054 shares	$13.25	$729,452,966	$78,051

 

(1)	This Registration Statement also relates to such indeterminate number of additional shares of the registrant’s common stock as may become issuable in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event.
(2)	Includes (i) 9,509,019 shares of common stock issuable upon conversion of shares of Series B Cumulative Convertible Preferred Stock only if the selling stockholders elect to convert such shares into shares of common stock, (ii) 7,069,391 shares of common stock underlying warrants that may be issued to the selling stockholders only if and when such selling stockholders exercise their warrants to acquire such shares, and (iii) 1,606,288 shares of common stock that may be issued as dividends on the Series B Cumulative Convertible Preferred Stock.
(3)	Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based on the average of the bid and asked price per share of our common stock on July 21, 2006, as reported in the Pink Sheets.

 

EXPLANATORY NOTE

Motient Corporation is filing this Registration Statement on Form S-3 to register for resale the 13,968,089 shares of Motient common stock initially registered for resale pursuant to Registration Statement on Form S-1 (File No. 333-117147), the 29,206,009 shares of Motient common stock initially registered for resale pursuant to Registration Statement on Form S-1 (File No. 333-121862) and the 11,235,465 shares of Motient common stock initially registered for resale pursuant to Registration Statement on Form S-1 (File No. 333-129414), in addition to 643,491 additional shares of common stock held by or issuable upon the exercise of warrants held by selling stockholders. Motient intends to withdraw these Registration Statements on Form S-1 following the effectiveness of this Registration Statement on Form S-3.

PROSPECTUS

MOTIENT CORPORATION

____________________________

55,053,054 Shares of Common Stock

____________________________

This prospectus relates solely to the offer and sale by the selling stockholders identified in this prospectus or a subsequently filed prospectus supplement of up to 55,053,054 shares of our common stock. The selling stockholders are offering all of the shares to be sold in the offering, but they are not required to sell any of these shares. The selling stockholders may sell the offered shares in public or private transactions, at prevailing market prices or at privately negotiated prices in transactions that may or may not involve the Pink Sheets or any exchange on which our shares are listed from time to time. In connection with these sales, the selling stockholders may use underwriters, broker-dealers, or agents, who may receive compensation or commissions for the sales. We will incur expenses in connection with the registration of the common stock, but we will not receive any of the proceeds from the sale of our common stock by the selling stockholders.

Our common stock is not currently listed on any national securities exchange or on the NASDAQ Stock Market. Our common stock is currently quoted on the Pink Sheets under the symbol “MNCP”. On July 21, 2006 the last reported bid price for our common stock was $13.25.

____________________________

The purchase of our common stock involves a high degree of risk. See “Risk Factors” beginning on Page 6 for a discussion of factors that you should carefully consider before purchasing the shares offered by this prospectus.

____________________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

____________________________

The date of this Prospectus is July 26, 2006.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements	1
Prospectus Summary	2
The Offering	4
Risk Factors	6
Use of Proceeds	20
Determination of Market Price	20
Selling Stockholders	21
Plan of Distribution	30
Legal Matters	31
Experts	31
Incorporation of Information Filed with the SEC	32
Where You Can Find More Information	32

____________________________

If it is against the law in any state to make an offer to sell these shares, or to solicit an offer from someone to buy these shares, then this prospectus does not apply to any person in that state, and no offer or solicitation is made by this prospectus to any such person.

You should rely only on the information provided or incorporated by reference in this prospectus or any supplement. Neither we nor any of the selling stockholders have authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of this prospectus or any supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected financial position and operating results, our business strategy, and our financing plans are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” or “intend.” These forward-looking statements reflect our plans, expectations and beliefs and, accordingly, are subject to certain risks and uncertainties. We cannot guarantee that any of such forward-looking statements will be realized.

Statements regarding factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, or cautionary statements, include, among others, those under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations -Overview,” and elsewhere in this prospectus, including in conjunction with the forward-looking statements included in this prospectus. All of our subsequent written and oral forward-looking statements (or statements that may be attributed to us) are expressly qualified by the cautionary statements. You should carefully review the risk factors described in our other filings with the Securities and Exchange Commission from time to time, including our reports on Forms 10-Q and 10-K which will be filed in the future, as well as our other reports and filings with the Securities and Exchange Commission, or SEC.

Our forward-looking statements are based on information available to us today, and we will not update these statements. Our actual results may differ significantly from the results discussed.

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PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference in this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the documents incorporated by reference in this prospectus before deciding whether to invest in our common stock.

Company Overview

We are currently developing a satellite and terrestrial communications service through our majority-owned subsidiary TerreStar Networks, Inc, or TerreStar. In addition, we currently own a 43% interest in Mobile Satellite Ventures LP, or MSV, which is developing a similar service. TerreStar and MSV both plan to pursue ancillary terrestrial component, or ATC, based satellite communications networks, which we expect will allow them to integrate terrestrial wireless services with mobile satellite services, or MSS, in a virtually seamless wireless communications network. We have recently entered into agreements to consolidate the ownership of TerreStar under our company and to consolidate the ownership of MSV under SkyTerra Communications, Inc., or SkyTerra.

TerreStar

TerreStar is a development stage company in the process of building its first satellite. Through TerreStar, we plan to develop an integrated satellite and terrestrial communications network to provide continuous nationwide wireless services, including IP-based voice and high-speed data services, throughout the United States and Canada. TerreStar has contractual rights to receive, from one of its stockholders, 20 MHz of unshared spectrum throughout the United States in the 2 GHz MSS band, in two separate 10 MHz blocks of contiguous spectrum. This spectrum is eligible for ancillary terrestrial component, or ATC, authorization, under which we can integrate terrestrial wireless services with mobile satellite services, or MSS. ATC rules and policies permit the re-use of assigned satellite frequencies terrestrially in order to extend MSS availability, for example, to many indoor and urban areas where satellite signals cannot be received reliably. We expect that ATC will, for instance, allow a user to utilize a mobile phone that would communicate with a traditional land-based wireless network when in range of that network, but communicate with a satellite when not in range of such a land-based network.

MSV

MSV currently provides mobile satellite-based communications services with two satellites that allow customers access to satellite-based wireless data, voice, fax and dispatch radio services almost anywhere in North and Central America and in various coastal waters. Like TerreStar, MSV is also developing an ATC-based next-generation integrated wireless network. Upon the initial closing of the ownership consolidation transactions we recently entered into with SkyTerra, which are described in more detail below, our direct ownership interest in MSV will be reduced to 17.1% in exchange for shares of SkyTerra, and we expect that we will exercise our rights to exchange the remainder of our direct interest in MSV for additional shares of SkyTerra in the future. We expect to eventually distribute to our stockholders or sell most if not all of our interests in SkyTerra that we will receive in exchange for our MSV interests, so that in the future our business will be comprised primarily of the business conducted by TerreStar.

MSV and TerreStar Ownership Changes

TerreStar and MSV Ownership Consolidation Transactions. In May 2006, we entered into a series of agreements to consolidate the ownership of TerreStar under Motient and the ownership of MSV under SkyTerra, one of the other current investors in MSV and TerreStar. Upon the closing of the transactions under these agreements, which is expected to occur in the third quarter of 2006, Motient will receive shares of SkyTerra and issue shares of its common stock in exchange for shares of TerreStar.

Assuming that all of the other stockholders of TerreStar other than SkyTerra and TMI Communications Delaware, or TMI Communications, exercise their contractual “tag-along” rights to exchange their shares of TerreStar common stock with us on the same financial terms, our ownership of TerreStar will

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increase from 54.3% to 74.2% (each on a fully diluted basis) in exchange for the issuance of 13.1 million shares of Motient common stock. Some of these tag along rights may be exercised after the initial closing of the ownership consolidation transactions. We cannot assure you that all of the parties who have these tag-along rights will exercise them.

Also upon closing of the transactions under these agreements, Motient will initially transfer a 26.3% interest in MSV to SkyTerra in exchange for 29.1 million shares of SkyTerra common stock, 25.5 million of which we intend to distribute to our common stockholders as a dividend following the closing. We will also have the right for a five year period after the closing to transfer our remaining 17.1% interest in MSV to SkyTerra in exchange for an additional 18.9 million shares of SkyTerra common stock, a portion of which we intend to sell to pay income taxes incurred in connection with these transactions, a portion of which we may sell in the future for other general corporate purposes, and a portion of which we intend to distribute to the holders of our preferred stock pursuant to the terms of our preferred stock upon any conversion of the preferred stock into our common stock.

These transactions are subject to numerous conditions and we cannot assure you that we will be able to consummate them.

Sale of DataTac Network

We also have recently reached an agreement to sell most of the assets and liabilities associated with our legacy wireless business to one of our customers. This legacy business provides customers with two-way wireless data communication services via access to wireless data networks, such as the Sprint and Cingular networks, and our own DataTac network. We believe that this transaction will ultimately represent an immediate cash savings to Motient, and will allow us to focus our efforts more effectively on TerreStar’s satellite communications network. We anticipate that this transaction will close in the third quarter of 2006.

Corporate Information

We are a Delaware corporation with our principal executive offices located at 300 Knightsbridge Parkway, Lincolnshire, Illinois 60069. Our telephone number is (847) 478-4200. TerreStar is headquartered in Reston, Virginia. You may find all of our public filings with the Securities and Exchange Commission in the “Investor Relations” section of our website, www.motient.com. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Registration Statement on Form S-3.

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THE OFFERING

Common stock offered by the selling stockholders	55,053,054 shares
Common stock outstanding as of July 21, 2006	63,249,639 shares
Series A preferred stock outstanding as of July 21, 2006	90,000 shares
Series B preferred stock outstanding as of July 21, 2006	318,500 shares
Use of proceeds	All of the net proceeds from the sale of the common stock covered by this prospectus will go to the selling stockholders who offer and sell shares of the common stock. We will not receive any proceeds from the sale of the common stock offered by the selling stockholders.
Pink Sheets trading symbol	MNCP

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Summary Historical Financial Data

The following table sets forth Motient’s summary historical financial data as of the dates and for the periods shown. The historical data as of and for the years ended December 31, 2003, 2004 and 2005 were derived from our audited consolidated financial statements included in this prospectus supplement, and the historical data as of and for the quarterly periods ended March 31, 2005 and 2006 were derived from our unaudited consolidated financial statements included in this prospectus supplement.

	March 31, 2006			March 31, 2005		December 31, 2005		December 31, 2004		December 31, 2003
Statement of Operations Data:
Total Revenue		$       2,043		$       5,013		$      13,824		$     36,880		$      54,485
Total Expenses		18,896		26,465		140,003		83,467		103,224
General and Administrative		10,404		14,343		35,714		13,223		11,299
Other		5,558		8,443		88,316		54,680		70,459
D&A		2,934		3,679		15,973		15,564		21,466
Profit/Loss from continuing operations
before other (expense) / income		(16,853	)	(21,452	)	(126,179	)	(46,587	)	(48,739	)
Equity Loss in MSV		(8,193	)	(9,767	)	(25,059	)	(11,897	)	(9,883	)
Net loss		$    (20,055	)	$    (31,139	)	$   (139,281	)	$     (72,329	)	$    (62,122	)
Balance Sheet Data (at end of period indicated):
Cash and cash equivalents		$    149,051		$     12,100		$    180,774		$     16,945		$       3,618
Restricted cash		22,368		-		102,851		-		504
Investments		488,092		502,923		496,284		141,711		22,610
Total Assets		886,930		599,976		967,191		248,080		157,028
Working capital		190,074		3,677		216,636		8,751		(11,183	)
Other liabilities		337		580		343		675		33,189
Total equity		$    383,702		$    587,277		$    408,541		$    234,731		$      92,807
Other Data:
Net cash (used in) operating activities		$      (8,467	)	$      (5,924	)	$     (32,207	)	$     (18,354	)	$      (7,120	)
Net cash (used in) / provided by investing activities		$    (23,367	)	$           (10	)	$   (111,871	)	$   (120,662	)	$       4,893
Net cash provided by financing activities		$          111		$       1,089		$    307,907		$    152,343		$              5

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RISK FACTORS

An investment in our common stock involves risks. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of our securities to decline, which in turn could cause investors to lose all or part of their investment in us. The risks below are not the only ones we face. Additional risks not currently known to us, or that we currently deem immaterial, also may impair our business.

Risks Related to our Business

Our primary assets are our ownership interests in TerreStar and MSV, and therefore any factors that materially and adversely affect TerreStar and/or MSV will materially and adversely affect Motient.

We own approximately 43% of MSV and 55% of TerreStar (each on a fully diluted basis) and our ownership of TerreStar and MSV comprise substantially all of our value. We have entered into ownership consolidation agreements described herein or in documents incorporated by reference herein that will materially increase our ownership of TerreStar and decrease our ownership of MSV. The business plans of both TerreStar and MSV involve the development of a next-generation network that is subject to significant risks, many of which are described in this prospectus supplement. To the extent either MSV or TerreStar is unsuccessful in implementing and executing upon its business strategy, the value of our investment in TerreStar and MSV will be materially and adversely affected.

TerreStar needs substantial financing to develop and construct its network.

We expect to require significant funding to finance our business strategy, including construction and launch of our satellites, build out of our terrestrial network, development and deployment of our technology. The costs may be greater than our current estimates as we still need to finalize agreements for the construction of the terrestrial component of our network. We estimate that the total cost to develop and construct the satellite component of TerreStar’s network in the United States and Canada, including the costs of our first satellite, TerreStar-1, its launch, launch insurance and associated ground components, will be approximately $550 million. This estimate does not include the costs associated with constructing and launching a spare satellite, which we refer to as TerreStar-2, and which is required by the FCC to be completed within one year following the commencement of operation of TerreStar-1.

In addition, we will require significant funds to deploy the ATC portion of our network. If we decide to construct the towers for this terrestrial network, the total cost to deploy the network could be substantial, and the magnitude of this cost would depend on the choice of air interface technology, the number of markets deployed, the scope of the terrestrial build within each market and the targeted wireless service offering (limited mobile, portable or fully mobile). If we decide not to build some or all of the towers for the terrestrial component ourselves, we will incur costs to utilize existing terrestrial networks, which may include leasing space on tower sites at a substantial cost.

Our business is subject to a high degree of government regulation.

The communications industry in which we operate is highly regulated by governmental entities and regulatory authorities, including the FCC and Industry Canada. Our business is completely dependent upon obtaining and maintaining regulatory authorizations to operate our planned integrated satellite and terrestrial network. For example, the FCC and/or Industry Canada could refuse to approve, or impose material conditions on, the assignments of 2 GHz authorizations to us. In addition, we could fail to obtain authorization to operate an ATC network, which we have not yet applied for. Failure to obtain or maintain necessary governmental approvals would impair our ability to implement our planned network, and would have a material adverse effect on our financial condition. Additional important risks relating to our regulatory framework are listed below under “Risk Factors –Regulatory Risks.”

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TerreStar’s success will depend on market acceptance of new and unproven technology.

Other than satellite radio, we are not aware of any integrated satellite and terrestrial wireless network in commercial operation. As a result, TerreStar’s proposed market is new and untested and we cannot predict with certainty the potential demand for the services it plans to offer or the extent to which we will meet that demand. There may not be sufficient demand to enable us to generate positive cash flow, and TerreStar’s cost structure may not permit it to meet its obligations. Among other things, end user acceptance of TerreStar’s network and services will depend upon:

• its ability to provide integrated wireless services that meet with market demand;

• its ability to provide attractive service offerings to its anticipated customers;

• the cost and availability of handsets and other user equipment that is similar in size, weight and cost to existing standard wireless devices, but incorporate the new technology required to operate on our network;

• federal, state, provincial, local and international regulations affecting the operation of satellite networks and wireless systems;

• whether competitors develop new and alternative technologies;

• the price of our service offerings; and

• general and local economic conditions.

We cannot successfully implement our business plan if we cannot gain market acceptance for our planned products and services. Any material miscalculation with respect to our service offerings or operating strategy will adversely affect our ability to operate our business, our financial condition and our results of operations.

Spectrum assets are difficult to value and may decline in value.

In the future, we may form strategic partnerships to maximize value for our spectrum, network assets and combined service offerings in the United States and Canada. Values that we may be able to realize from such partnerships would depend in part on the value ascribed to our spectrum. If valuations of spectrum assets decline, a partner may not be willing to invest a significant amount in us based on our spectrum and other assets or invest on terms attractive to us or our investors. Valuations of spectrum in other frequency bands have historically been volatile and we cannot predict at what amount a future partner may be willing to value our spectrum and other assets.

The FCC or Industry Canada could allocate additional spectrum that could be used to compete with us, or that could decrease the perceived market value of our wireless capacity. The FCC, for example, recently scheduled an auction of 90 MHz of spectrum in the 1.7/2.1 GHz range for August 2006. Additional spectrum auctions may be scheduled by the FCC and Industry Canada in the future. The FCC and Industry Canada may take other action, such as spectrum leasing, to promote the availability or more flexible use of existing satellite or terrestrial spectrum allocations. The acquisition by our competitors of rights to use additional spectrum could have a material adverse effect on the value of our spectrum authorizations.

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We may be unable to achieve our business and financial objectives because the communications industry is highly competitive.

In seeking market acceptance for our network services, we will encounter competition from many sources, including:

• existing satellite services from other operators;

• conventional terrestrial wireless services;

• traditional wireline voice and high-speed data offerings;

• terrestrial land-mobile and fixed services; and

• next generation integrated services that may be offered in the future by other networks operating in the 2 GHz MSS band, L-band or Big Low Earth Orbiting, or LEO, bands.

The communications industry includes major domestic and international companies, many of which have financial, technical, marketing, sales, distribution and other resources substantially greater than we do and which provide a wider range of services than will be provided by us. While we believe our services will be complementary to terrestrial wireless services, we may be adversely affected by competition from companies that provide services using existing wireless technologies.

We may also face competition from companies using new technologies and new integrated networks in the future. For instance, the FCC has authorized ICO North America and its affiliates, or ICO, to use radio frequencies for mobile satellite services within the 2 GHz MSS band. Although ICO currently has no operations in this band, they have announced plans to launch integrated networks similar to those envisioned by us. We will also face competition with respect to entering into strategic partnerships. Failure to offer services that compete effectively with potential competitors or to attract strategic partners would have a material adverse effect on our business and financial condition.

We may not be able to take advantage of, or may be negatively affected by, industry consolidation.

Industry consolidation could adversely affect us by increasing the scale or scope of our competitors and thereby making it more difficult for us to compete. We may pursue acquisitions, joint ventures or other strategic transactions on an opportunistic basis. However, we may not find or be able to take advantage of any suitable assets or facilities. If we do pursue acquisitions, joint ventures or other strategic transactions, we may face costs and risks arising from any transaction, including integrating a new business into our business or in managing a joint venture. These may include legal, organizational, financial and other costs and risks.

TerreStar’s network will depend on the development and integration of complex and untested technologies.

TerreStar must integrate a number of sophisticated satellite, terrestrial and wireless technologies that typically have not been integrated in the past, and some of which are not yet fully developed, before they offer their proposed ATC satellite network services. These include, but are not limited to:

• Satellites that have significantly larger antennas and are substantially more powerful than any satellites currently in use;

• Use of spot-beam technology;

• Development of chipsets for mobile handsets that are capable of receiving a satellite and ground- based signals;

• Development of integrated satellite and terrestrial-capable mobile handsets with attractive functionality and price; and

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• Development of ground infrastructure hardware and software capable of supporting our communication system and demands of our customers.

As a result, unanticipated technological problems or delays relating to the development and use of our technology may prove difficult, time consuming, expensive or impossible to solve. Any of these may result in delays in implementing our infrastructure and would adversely result our financial condition.

TerreStar’s satellites are subject to construction and delivery delays.

TerreStar is dependent on third parties to build and launch its satellites. The manufacture of such satellites is technically complex and subject to construction and delivery delays that could result from a variety of causes, including the failure of third-party vendors to perform as anticipated and changes in the technical specifications of the satellites. Delivery of the satellites may not be timely. Such delays could adversely affect achievement of TerreStar’s FCC and Industry Canada-required construction and launch milestones and the planned introduction of our network.

During any period of delay, TerreStar would continue to have significant cash requirements that could materially increase the aggregate amount of funding it needs. TerreStar may not be able to obtain additional financing on favorable terms, or at all, during periods of delay. Delays could also make it more difficult for TerreStar to secure strategic partnerships and could force us to reschedule the anticipated satellite launch dates. Another launch slot may not be available within the time period required to meet FCC milestones.

TerreStar’s satellites could be damaged or destroyed during launch or deployment or could fail to achieve their designated orbital location.

TerreStar’s satellite launches and deployments may not be successful. A percentage of satellites never become operational because of launch failures, satellite destruction or damage during launch or improper orbital placement, among other factors. Launch failure rates vary depending on the chosen launch vehicle and contractor. TerreStar may not be able to launch its satellites on vehicles with the highest success rates and, even if it does, these vehicles may experience launch failures despite their track records. Even if successfully launched into orbit, a satellite may use more fuel than planned to enter into its orbital location, which could reduce the overall useful life of the satellite, or may never enter or remain in its designated orbital location, which could render it inoperable. Deployment and use of the antennas on TerreStar’s satellites, which are larger than those on most commercial satellites, pose additional risks. If one or more of the launches or deployments fail, TerreStar will suffer significant delays that will damage its business, cause it to incur significant additional costs, and adversely affect its ability to generate revenue.

Satellites have a limited useful life and premature failure of our satellites could damage our business.

During and after their launch, all satellites are subject to equipment failures, malfunctions and other problems. A number of factors could decrease the expected useful lives or the utility of our satellites, including:

• defects in construction;

• faster than expected degradation of solar panels;

• malfunction of component parts;

• loss of fuel on board;

• higher than anticipated use of fuel to maintain the satellite’s orbital location or higher than anticipated use of fuel during orbit raising following launch;

• random failure of satellite components not protected by back-up units;

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• electromagnetic storms; and

• collisions with other objects in space.

The interruption of our business caused by the loss or premature degradation of a satellite would continue until we either extended service to end users on another satellite or built and launched additional satellites. If one of our satellites were to malfunction or to fail prematurely, it could affect the quality of our service, substantially delay the commencement or interrupt the continuation of our service, harm our reputation, and adversely affect our business and our financial condition.

Damage to TerreStar’s satellites may not be fully covered by insurance.

TerreStar intends to purchase launch and in-orbit insurance policies for its satellites from global space insurance underwriters. If the launch of TerreStar’s satellite system is a total or partial failure, its insurance may not fully cover its losses, and these failures may also cause insurers to include additional exclusions in TerreStar’s insurance policies when they come up for renewal. We may not be able to obtain additional financing to construct, launch and insure a replacement satellite or such financing may not be available on terms favorable to us. We expect that TerreStar will not buy insurance to cover, and would not have protection against, business interruption, loss of business or similar losses. Also, any insurance TerreStar obtains will likely contain certain customary exclusions and material change conditions that would limit our coverage.

TerreStar will depend on a limited number of suppliers and service providers to design, construct and maintain its network.

We will rely on contracts with third parties to design and build TerreStar’s satellites, as well as the terrestrial components of TerreStar’s network. These include the integrated MSS and ATC systems, technology for communications between the satellite and terrestrial equipment, and the development of a small, mass-market dual-mode MSS/ATC handset and/or chipset that will meet the FCC’s requirements, none of which exists today. We also intend to enter into relationships with additional third party contractors in the future for additional satellites, equipment and maintenance and other services relating to TerreStar’s network. There are only a few companies capable of supplying the products and services necessary to implement and maintain TerreStar’s network. As a result, if any of our third-party contractors terminates its business relationship with us, or we seek to find additional partners, we may not be able to find a replacement in a timely manner or on terms satisfactory to us. This could lead to delays in implementing TerreStar’s network and interruptions in providing service to our customers, which would adversely affect our financial condition. In addition, the development and rollout of the terrestrial network by these third parties may also be subject to unforeseen delays, cost overruns, regulatory changes, engineering and technological changes and other factors, some of which may be outside of TerreStar’s control. If TerreStar is not able to enter into partnering relationships and construct the terrestrial component of its network, it may not be able to implement its business plan and its financial condition could be adversely affected.

Delays in deployment of our terrestrial network due to limited tower availability, local zoning approvals or adequate telecommunications transport capacity would delay and reduce our revenues.

Our business strategy includes the deployment of a terrestrial network. Tower sites or leases of space on tower sites and authorizations in some desirable areas may be costly and time intensive to obtain. If we are unable to obtain tower space, local zoning approvals or adequate telecommunications transport capacity to develop our network in a timely fashion, the launch of our network would be delayed, our revenues would be delayed and less than expected and our business would suffer.

Our planned terrestrial network or other ground facilities could be damaged by natural catastrophes or man-made disasters.

Since our planned terrestrial network will be attached to buildings, towers and other structures around the country, an earthquake, tornado, flood or other catastrophic event or other man-made disaster or vandalism could damage our network, interrupt our service and harm our business in the affected area. Temporary disruptions could damage our reputation and the demand for our services and adversely affect our financial condition.

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TerreStar and its partners may not be able to identify, develop and market innovative products and therefore may not be able to compete effectively.

TerreStar’s ability to implement its business plan depends in part on its ability to gauge the direction of commercial and technological progress in key markets and to fund and successfully develop and market products in its targeted markets. TerreStar’s competitors may have access to technologies not available to TerreStar, which may enable it to provide communications services of greater interest to end users, or at a more competitive cost. TerreStar may not be able to develop new products or technology, either alone or with third parties, or license any additional necessary intellectual property rights from third parties on a commercially competitive basis. The satellite and wireless industries are both characterized by rapid technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. If TerreStar or its partners are unable to keep pace with these changes, its business may be unsuccessful. Products using new technologies, or emerging industry standards, could make its technologies obsolete. If TerreStar or its partners fail to keep pace with the evolving technological innovations in its markets on a competitive basis, our financial condition and results of operation could be adversely affected. In particular, if existing wireless providers improve their coverage of terrestrial-based systems to make them more ubiquitous, demand for products and services utilizing TerreStar’s network could be adversely affected or fail to materialize.

A market for TerreStar’s services may fail to develop.

Demand for the services TerreStar plans to offer may not grow or be accepted generally, or in particular geographic markets, for particular types of services, or during particular time periods. A lack of demand could adversely affect TerreStar’s ability to sell its services, enter into strategic partnerships or develop and successfully market new services. In addition, demand patterns shift over time, and user preferences may not favor the services TerreStar plans to offer when its network is operational.

An economic downturn in the United States or Canada or changes in consumer spending could adversely affect our financial condition.

We expect that the primary user base for our network will include customers of partners we contract with and customers within certain vertical markets (for example, public safety, fleet management and consumer telematics). In the event that the United States or Canada experiences an economic downturn and spending by end users drops, our business may be adversely affected.

Demand for the services we plan to offer may not grow or be accepted generally, or in particular geographic markets, for particular types of services, or during particular time periods. A lack of demand could adversely affect our ability to sell our services, enter into strategic partnerships or develop and successfully market new services. In addition, demand patterns shift over time, and consumer preferences may not favor the services we plan to offer.

TerreStar depends on licenses of critical intellectual property from a competitor.

TerreStar licenses the technology it plans to use to operate its network from ATC Technologies, LLC, a wholly-owned subsidiary of MSV, which is one of TerreStar’s major competitors, and of which Motient currently is a significant stockholder. Following the MSV ownership consolidation transactions, we will cease to be a significant stockholder of MSV. MSV has rights to approximately 30 MHz of spectrum in the L-band and is positioned to achieve device transparency and plans to offer services that compete with the services that TerreStar plans to offer.

ATC Technologies granted to TerreStar a perpetual, non-exclusive, royalty-free, fully paid up, nontransferable (except for certain rights to sublicense), non-assignable, limited purpose right and license to certain patents and technologies owned by ATC Technologies for the sole purpose of providing 2 GHz MSS band services in any geographic territory in the entire world in which TerreStar, one of its affiliates or a joint venture or strategic alliance into which TerreStar has entered is authorized to provide 2 GHz MSS band services. ATC Technologies granted similar rights to the same intellectual property to MSV for L-band services in any geographic territory in the entire world where MSV, one of its affiliates or a joint venture or strategic alliance into which MSV has entered is authorized to provide L-band services. In addition, ATC Technologies

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granted rights to MSV International, LLC, or MSVI, a subsidiary of MSV, in and to the same intellectual property for the purpose of providing communications services anywhere in the entire world, excluding services relating to the 2 GHz MSS band. ATC Technologies has also contractually committed to license to us, pursuant to the same terms as set forth above, certain additional intellectual property that may be developed, licensed, acquired or used by MSV, MSVI or ATC Technologies during a collaboration period that will continue, unless terminated earlier, for a period of approximately seven more years.

TerreStar’s license agreements with ATC Technologies may be terminated, among other reasons, if any person directly or indirectly acquires control of TerreStar by ownership, control of voting securities, by contract or otherwise. In the event TerreStar’s license agreements with ATC Technologies are terminated, TerreStar may not be able to obtain licenses for alternative technologies on terms as favorable to it as those obtained through the license agreement with ATC Technologies, if at all. If ATC Technologies terminates or breaches its agreements with TerreStar or if TerreStar and ATC Technologies have a significant dispute regarding the licensed intellectual property, such termination, breach or significant dispute could have a material adverse effect on our business.

The intellectual property TerreStar licenses from ATC Technologies includes issued patents and technology subject to patent applications. In addition, any patents held by ATC Technologies may be challenged, invalidated or circumvented.

TerreStar also relies upon unpatented proprietary technology and other trade secrets, the vast majority of which TerreStar also licenses from ATC Technologies. While it is TerreStar’s practice to enter into confidentiality agreements with its employees and third parties to protect its proprietary expertise and other trade secrets, these agreements may not be enforceable, or, even if legally enforceable, TerreStar may not have adequate remedies for breaches of such agreements. The failure of TerreStar’s patents or confidentiality agreements to protect its proprietary technology or trade secrets could adversely affect its ability to implement its business plan and its financial condition. In addition, because TerreStar licenses much of the proprietary technology and trade secrets upon which it relies from ATC Technologies and because ATC Technologies also licenses that technology and those trade secrets to MSV and MSVI, with a right to sublicense, the failure of ATC Technologies, MSV, MSVI or any of their licensees or sublicensees to protect such proprietary technology and trade secrets or the lack of enforceability or breach of agreements entered into by ATC Technologies, MSV, MSVI or any of their licensees or sublicensees, could also adversely affect TerreStar’s ability to implement its business plan and its financial condition.

All of the intellectual property that TerreStar has licensed from ATC Technologies is subject to a first lien issued in favor of the holder of MSV’s outstanding senior secured notes due 2013. In the event that MSV defaults on its financial obligations under the notes and related obligations, the noteholders may require ATC Technologies to assign to the noteholders certain intellectual property rights, including patents and patent applications. TerreStar may be adversely affected in the event that ownership of the patents and know-how that it currently licenses from ATC Technologies is transferred to a third party.

We have a contractual obligation to assign or exclusively license to a competitor any intellectual property that we may develop, license, use or acquire over the next seven years.

In accordance with the same license agreement pursuant to which we obtain license rights from ATC Technologies for the critical intellectual property upon which we depend, we have a contractual obligation to assign to or, if we are prohibited from assigning, license to, ATC Technologies all intellectual property that we develop, license, use or acquire during a collaboration period, which will continue for approximately seven years. During this collaboration period, we, MSV and MSVI have agreed to assign or, if legally prohibited from assigning, license, intellectual property to ATC Technologies, which will, in turn, license back such intellectual property to us, MSV and MSVI, with the right to sublicense such intellectual property pursuant to the same terms under which we license other intellectual property from ATC Technologies. We have a separate eight-year contractual obligation to fund 50% of the intellectual property-related expenses incurred by ATC Technologies, including but not limited to research expenses, of which seven years are remaining. Pursuant to this contractual obligation, we have a contractual commitment to fund a minimum of $1 million dollars annually. We have the right to “opt out” of future intellectual property development projects if and to the extent that our financial obligation would exceed $1 million per year, and to forgo our right to receive license rights stemming from future projects. This collaboration could limit our ability to effectively differentiate ourselves from certain of our competitors.

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We may incur costs, and may not be successful, defending our rights to intellectual property upon which we are dependent.

In developing and implementing our network, we will need to develop or obtain rights to additional technology that is not currently owned by us or licensed to us. We may be unsuccessful in developing additional technologies required to develop and implement our network, and we may not be able to protect any intellectual property associated with technologies we develop from infringement by third parties. In addition, if we are able to develop or license such technologies, there can be no assurance that any patents issued or licensed to us will not be challenged, invalidated or circumvented. Litigation to defend and enforce these intellectual property rights could result in substantial costs and diversion of resources and could have a material adverse effect on our financial condition and results of operations, regardless of the final outcome of such litigation.

Litigation to defend and enforce our intellectual property rights could result in substantial costs and diversion of resources and could have a material adverse effect on our financial condition and results of operations, regardless of the final outcome of such litigation. Despite our efforts to safeguard and maintain our proprietary rights, we may not be successful in doing so, and our competitors may independently develop or patent technologies equivalent or superior to our technologies. We believe that third parties may infringe upon our intellectual property now and in the future.

We may be unable to determine when third parties are using our intellectual property rights without our authorization. The undetected or unremedied use of our intellectual property rights or the legitimate development or acquisition of intellectual property similar to ours by third parties could reduce or eliminate any competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention, and we may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our business, financial condition and results of operations.

Third parties may claim that our products or services infringe their intellectual property rights.

Other parties may have patents or pending patent applications relating to integrated wireless technology that may later mature into patents. Such parties may bring suit against us for patent infringement or other violations of intellectual property rights. The development and operation of our system may also infringe or otherwise violate as-yet unidentified intellectual property rights of others. If our products or services are found to infringe or otherwise violate the intellectual property rights of others, we may need to obtain licenses from those parties or substantially re-engineer our products or processes in order to avoid infringement. We may not be able to obtain the necessary licenses on commercially reasonable terms, if at all, or be able to re-engineer our products successfully. Moreover, if we are found by a court of law to infringe or otherwise violate the intellectual property rights of others, we could be required to pay substantial damages or be enjoined from making, using, or selling the infringing products or technology. We also could be enjoined from making, using, or selling the allegedly infringing products or technology, pending the final outcome of the suit. Our financial condition could be adversely affected if we are required to pay damages or are enjoined from using critical technology.

We are not cash flow positive and we will need additional liquidity to fund our operations and fully fund all of the necessary TerreStar capital expenditures.

We do not generate sufficient cash from operations to cover our operating expenses, and it is unclear when, or if, we will be able to do so. We will require substantial additional funds to meet capital expenditures and other non-operating cash expenses, including but not limited to capital expenditures required to complete and launch TerreStar’s satellite currently under construction, as well as its ground components. There can be no assurance that we will be able to acquire sufficient funds in the amounts or at the time that funding is required or that we will be able to obtain outside financing on acceptable terms, or at all. If we are not successful in raising additional financing, we may have to curtail or delay certain initiatives until such financing is secured.

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We will continue to incur significant losses.

If we do not become profitable, we could have difficulty obtaining funds to continue our operations. We have incurred net losses every year since we began operations. These losses are due to the costs of developing and building our network and the costs of developing, selling and providing products and services. Although we have significantly reduced our losses, we will continue to have losses in the future.

The value of our intangible assets in our financial statements is based on assumptions and estimates, which may not be correct.

The valuation of our intangible assets in our financial statements is based on various assumptions and other considerations, including the assumptions and estimates related to future periods that we used to determined these values. Although we have attempted to be as accurate as possible in making and applying the assumptions and estimates used in the valuation of our intangible assets, including but not limited to those outlined herein, we can provide no assurances that these assumptions and estimates for future periods will ultimately be proven correct. Our actual operating results for future periods may be materially different than our assumptions and estimates for future periods, which may cause the actual value of these assets to be materially different than our estimates. We will test these assets in the future for impairment, which may result in a decrease in the book value of these assets.

We do not expect to pay any cash dividends on our common stock for the foreseeable future.

We have never paid cash dividends on our common stock and do not anticipated that any cash dividends will be paid on the common stock for the foreseeable future. The payment of any cash dividend by us will be at the discretion of our board of directors and will depend on, among other things, our earnings, capital requirements and financial condition. In addition, pursuant to the terms of our Series A and Series B Preferred Stock, no dividends may be declared or paid, and no funds shall be set apart for payment, on shares of Motient common stock, unless (i) written notice of such dividend is given to each holder of shares of Series A and Series B Preferred not less than 15 days prior to the record date for such dividend and (ii) a registration statement registering the resale of shares of common stock issuable to the holders of the Series A and Series B Preferred has been filed with the SEC and is effective on the date Motient declares such dividend. Also, under Delaware law, a corporation cannot declare or pay dividends on its capital stock unless it has an available surplus. The terms of any future indebtedness of our subsidiaries also may generally restrict the ability of some of our subsidiaries to distribute earnings or make other payments to us.

We may have to take actions which are disruptive to our business to avoid registration under the Investment Company Act of 1940.

We may have to take actions which are disruptive to our business if we are deemed to be an investment company under the Investment Company Act of 1940. Our equity investments, in particular our ownership interests in MSV, may constitute investment securities under the Investment Company Act. A company may be deemed to be an investment company if it owns investment securities with a value exceeding 40% of its total assets, excluding cash items and government securities and subject to certain other exclusions. Investment companies are required to register under and comply with the Investment Company Act unless an exclusion or SEC safe harbor applies. If we were to be deemed an investment company, we would become subject to the requirements of the Investment Company Act. As a consequence, we would be prohibited from engaging in business as we have in the past and might be subject to civil and criminal penalties for noncompliance. In addition, certain of our contracts might be voidable, and a court-appointed receiver could take control of us and liquidate our business.

Ongoing litigation could negatively impact our value and our ability to successfully implement our business plan

Certain stockholders affiliated with one of our former directors, James D. Dondero, have initiated multiple lawsuits against Motient. Collectively, these lawsuits (i) seek damages related to the issuance of our Series A Preferred stock, including rescission, and (ii) seek to enjoin our proposed transaction to consolidate the ownership of MSV and TerreStar. If Mr. Dondero is successful in his claims, these suits could materially negatively impact the value of Motient, including but not limited to requiring Motient to rescind the outstanding Series A Preferred Stock. Although we believe these suits to be without merit, we can provide no assurances that we will ultimately prevail in these matters.

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Our failure to achieve and maintain effective internal control over financial reporting in accordance with the rules of the Securities and Exchange Commission promulgated under Section 404 of the Sarbanes-Oxley Act could harm our business and operating results and/or result in a loss of investor confidence in our financial reports, which could in turn have a material adverse effect on our business and stock price.

In the course of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005, which assessment was conducted over the course of 2005 and the first quarter of 2006 in connection with the preparation of 2005 audited financial statements and our Annual Report on Form 10-K, we identified one material weaknesses in our internal control over financial reporting. This material weakness in our internal control over financial reporting, as described in our Annual Report on Form 10-K, as well as any other weaknesses or deficiencies that may exist or hereafter arise or be identified, could harm our business and operating results, and could result in adverse publicity and a loss in investor confidence in the accuracy and completeness of our financial reports, which in turn could have a material adverse effect on our stock price, and, if such weaknesses are not properly remediated, could adversely affect our ability to report our financial results on a timely and accurate basis.

Although we believe that we have taken steps to remediate this material weaknesses, we cannot assure you that this remediation will be successful or that additional deficiencies or weaknesses in our controls and procedures will not be identified. In addition, we cannot assure you that our independent registered public accounting firm will agree with our assessment that our material weakness has been remediated.

Failure to complete the TerreStar and MSV ownership consolidation transactions could negatively impact our stock price and future business and financial results.

The closing of the TerreStar and MSV ownership consolidation transactions is subject to numerous conditions, many of which are not within the control of Motient or the other parties to the transactions, such as:

• the continued accuracy of the representations and warranties of the parties;

• the performance by the parties of their obligations under the agreements;

• receipt of all necessary FCC approvals;

• expiration or early termination of applicable waiting periods under anti-trust laws; and

• the effectiveness of various registration statements required by the agreements.

Although Motient and the other parties to the transactions have agreed to use their commercially reasonable efforts to obtain all necessary regulatory approvals and satisfy all other closing conditions, there is no assurance that the parties will receive the necessary regulatory approvals or satisfy the other conditions to the completion of the transactions.

Our intended dividend to the holders of our common stock of the shares of SkyTerra common stock that we will receive upon closing of the MSV ownership consolidation transaction could be delayed, and the value of those shares could decrease between the time of the closing and the time we are able to pay that dividend.

Upon the closing of the MSV ownership consolidation transactions, we intend to distribute 25.5 million of the shares of common stock of SkyTerra we receive in these transactions as a dividend to the holders of our common stock. This dividend will require registration of such common stock with the SEC, which is a condition to the closing of the MSV ownership consolidation transaction. However, the registration statement regarding this dividend could cease to be effective or otherwise be available for payment of the proposed dividend for various reasons beyond our control, such as the occurrence of material developments that require the registration statement to be updated or amended. In addition, the terms of our outstanding Series A Preferred Stock prohibit the payment of dividends on our common stock unless the resale of the shares of common stock into which this preferred stock is convertible is registered under an effective registration statement. As a result of a dispute with the holder of this preferred stock regarding its validity, we are currently unable to effect the

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registration of the resale of the shares of common stock underlying this preferred stock. We are working to resolve this dispute so that we can either register the resale of the underlying shares of common stock or determine that the preferred stock is not valid, in which case the restriction on the payment of dividends will be of no effect. Until this dispute is resolved, we will not be able to declare or pay the proposed dividend of the shares of SkyTerra common stock. The value of these shares of SkyTerra common stock could decrease between the time of the closing of the MSV ownership consolidation transaction and the date on which we are ultimately able to pay such dividend to our common stockholders, in which case the value of the dividend received by our common stockholders would be less than what they could have received had we been able to pay the dividend sooner.

Regulatory Risks

TerreStar could lose its FCC and Industry Canada authorizations and be subject to fines or other penalties.

TerreStar must meet significant construction and implementation milestones and comply with complex and changing FCC and Industry Canada rules and regulations to maintain the authorizations to use the assigned spectrum and orbital slot. The milestones include a successful satellite launch by November 2007 and certification that the system is operational by November 2008. Once the system is operational, we will be required to maintain satellite coverage of all 50 states, Puerto Rico, the United States Virgin Islands and all regions of Canada that are within the coverage contour described in our Industry Canada authorization, and provide an integrated service offering in these locations. We may not meet these milestones, satisfy these service requirements or comply with other applicable rules and regulations. Non-compliance by us with these or other conditions, including other FCC or Industry Canada gating or ongoing service criteria, could result in fines, additional conditions, revocation of the authorizations, or other adverse FCC or Industry Canada actions. The loss of this spectrum authorization could prevent us from implementing our business plan and have a material adverse effect on our financial condition.

We have not yet applied for, and may not receive, certain regulatory approvals that are necessary to our business plan.

We may be required to obtain additional approvals from national and local authorities in connection with the services that we wish to provide in the future. For example, we must apply for ATC licenses in the United States and Canada separately from any satellite authorizations we may already have. We cannot be granted an ATC license until we can show that we will comply in the near future with the FCC’s and Industry Canada’s ATC gating criteria, which we may not be able to satisfy. In addition, the manufacturers of our ATC user terminals and base stations will need to obtain FCC equipment certifications, and similar certifications in Canada. In addition, our future customers or partners, or our business strategy, may require us to launch additional satellites, including TerreStar-2, in order to increase redundancy and decrease the risk of having only one satellite in orbit. In order to do so, we must obtain regulatory approval for one or more additional orbital slots, or permission from Industry Canada to launch additional satellites into our orbital slot for TerreStar-1, as well as a waiver of the FCC requirement that our spare satellite remain on the ground.

Industry Canada and the FCC may refuse to grant these and other necessary regulatory approvals in the future, or they may impose conditions on these approvals that we are unable to satisfy. Failure to obtain any necessary regulatory approvals could impair our ability to execute our business plan, and could materially adversely affect our financial condition.

The FCC and Industry Canada may not permit TMI Communications to assign its authorizations to TerreStar, and the FCC many not permit the letter of intent authorization to be modified.

In December 2002, we and TMI Communications jointly applied to the FCC for authority to assign TMI Communications’ 2 GHz MSS authorization to us. Certain wireless carriers have opposed this assignment application, which will need to be amended to reflect certain changes in our ownership and the eventual assignment of the Canadian MSS authorization to us. The amendments may provide a new opportunity for parties to object to the proposed assignment. In addition, we and TMI Communications have agreed to the transfer of TerreStar-1 and the assignment of TMI Communications’ Industry Canada authorization to TerreStar Canada, which transactions are subject to the prior approval of Industry Canada. If the FCC or Industry Canada denies requests to complete these transactions, we will not be able to serve the U.S. or Canadian market as the licensee of the 2 GHz MSS satellite.

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We also have to apply to modify our FCC letter of intent authorization to reflect the actual technical details of our satellite. Third parties will have an opportunity to oppose the modification application.

The Industry Canada authorization to construct and operate a satellite in a Canadian orbital slot is held, and upon completion of construction, launch and in-orbit testing our satellite will be owned, by a Canadian entity over which we do not exercise control.

The Industry Canada authorization to construct and operate a 2 GHz MSS satellite in a Canadian orbital position is currently held by TMI Communications, and will be assigned to TerreStar Canada, both of which are entities that we do not and will not control. Upon completion of this assignment, which is pending Industry Canada approval, and upon completion of construction, launch and in-orbit testing, TerreStar-1 will be transferred to TerreStar Canada. Under the Radiocommunication Act (Canada) and the Telecommunications Act (Canada), and the regulations promulgated thereunder, we may only own a 20% voting equity interest in TerreStar Canada, along with a 33 % voting equity interest in TerreStar Canada Holdings, which will be TerreStar Canada’s parent and 80% voting equity owner. The rules and regulations further provide that the business and operations of TerreStar Canada cannot otherwise be controlled by non-Canadians. TMI Communications, a Canadian-owned and controlled third party, will own a 66 % voting interest in TerreStar Canada Holdings. Although we will have certain contractual rights with respect to the business and operations of, and certain negative protections as a minority shareholder in, both TerreStar Canada and TerreStar Canada Holdings, TMI Communications will control the boards of directors of TerreStar Canada and TerreStar Canada Holdings and, with certain exceptions, we have no ability to control the business or operations of TerreStar Canada, which will hold the Industry Canada authorization and will own TerreStar-1.

FCC and Industry Canada decisions affecting the amount of 2 GHz MSS band spectrum assigned to us are subject to reconsideration and review.

In December 2005, the FCC provided TMI Communications a reservation of 10 MHz of uplink spectrum and 10 MHz of downlink spectrum in the 2 GHz MSS band, and TMI Communications has a contractual obligation to assign that authorization to us. Two parties who have challenged the December 2005 ruling, and one party has also challenged a separate decision by the FCC to cancel its former 2 GHz MSS authorization. If these challenges succeed, the amount of 2 GHz MSS spectrum that is available to us may be reduced to a level that is insufficient for us to implement our business plan. Furthermore, in Canada, our spectrum could be reduced from 20 MHz to 13.3 MHz if Industry Canada determines that this is necessary in order to license another MSS operator in Canada. Any reduction in the spectrum we are authorized to use could impair our business plan and materially adversely affect our financial condition.

Our use of the 2 GHz MSS band is subject to successful relocation of existing users.

In the United States and Canada, our operations at the 2 GHz MSS band are subject to successful relocation of existing Broadcast Auxiliary Services, or BAS, licensees and other terrestrial licensees in the band. In the United States, Nextel Communications Inc., or Nextel, is obligated to relocate existing BAS users in our uplink spectrum and 2 GHz MSS licensees must relocate FMS users in the 2 GHz MSS downlink band. To the extent that Nextel complies with its BAS band clearing obligations, 2 GHz MSS licensees commencing operations thereafter would not have to clear the band themselves, but might be required to reimburse Nextel for a portion of its band clearing costs. Due to the complex nature of the overall 2 GHz MSS band relocation and the need to work closely with Nextel on band clearing, we may not make sufficient progress in the relocation effort or meet FCC requirements for relocating existing users and the start of our MSS operations may be delayed. Nextel has petitioned the FCC for permission to delay clearing the 2 GHz MSS band. If Nextel’s petition were approved or their activities otherwise delayed, our ability to implement our business plan and our financial condition and to satisfy FCC milestones could be jeopardized. Costs associated with spectrum clearing could be substantial. In Canada, existing users in the band must be given a minimum of two years notice to relocate.

Our service may cause or be subject to interference.

We will be required to provide our ATC service without causing harmful interference. In addition, we must accept some interference from certain other spectrum users. For example, the FCC may adopt rules for an adjacent band that do not adequately protect us against interference. In September 2004, the FCC issued an

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order allowing PCS operation in the 1995-2000 MHz band, which may be adjacent to the 2 GHz MSS band frequencies ultimately assigned to us. If the rules that the FCC adopts for the 1995-2000 MHz band do not adequately protect us against adjacent band interference, our reputation and our ability to compete effectively could be adversely affected. Requirements that we limit the interference we cause, or that we accept certain levels of interference, may hinder satellite operations within our system and may, in certain cases, subject our users to a degradation in service quality, which may adversely affect our reputation and financial condition.

ATC spectrum access is limited by technological factors.

We will operate with the authority to use a finite quantity of radio spectrum. Spectrum used for communication between the satellite and the ground will not be available for use in the ATC component of our network. In addition, communications with the satellite may interfere with portions of the spectrum that would otherwise be available for ATC use, further diminishing the availability of spectrum for the ATC component to an extent that cannot be quantified at this time.

Technical challenges or regulatory requirements may limit the attractiveness of our spectrum for providing mobile services.

We believe our 2 GHz MSS band spectrum with ATC capability must be at least functionally equivalent to PCS/cellular spectrum to be attractive to potential partners. The FCC and Industry Canada require us to make satellite service available throughout the United States and Canada. This requirement may limit the availability of some of our spectrum for terrestrial service in some markets at some times. If we are not able to develop technology that allows our partners to use our spectrum in a manner comparable to PCS/cellular operators, we may not be successful in entering into partnership arrangements.

Our ability to offer a fixed or fixed satellite service may be limited by the policies of the FCC.

2 GHz MSS frequencies are allocated for the purpose of providing mobile services. It is unclear whether the FCC would permit us, absent a waiver, to provide fixed or fixed satellite services on an “incidental or ancillary” basis. If we determine that we need to provide incidental or ancillary fixed or fixed satellite services to remain competitive and we are unable to obtain a waiver, our financial condition could be adversely affected.

We may face unforeseen future regulations that we find difficult, costly or impossible to comply with.

The provision of communications services is highly regulated. As a provider of communications services in the United States and Canada, we will be subject to the laws and regulations of both the United States and Canada. Violations of laws or regulations of these countries may result in various sanctions including fines, loss of authorizations and the denial of applications for new authorizations or for the renewal of existing authorizations.

From time to time, governmental entities may impose new or modified conditions on our authorizations, which could adversely affect our ability to generate revenue and implement our business plan. For example, from time to time, the United States federal government has considered imposing substantial new fees on the use of frequencies such as the ones we plan to use to provide our service. In the United States and Canada, the FCC and Industry Canada already collect fees from space and terrestrial spectrum licensees. We are currently required to pay certain fees, and it is possible that we may be subject to increased fees in the future.

Export control and embargo laws may preclude us from obtaining necessary satellites, parts or data or providing certain services in the future.

We must comply with United States export control laws in connection with any information, products, or materials that we provide to non-U.S. persons relating to satellites, associated equipment and data and with the provision of related services. These requirements may make it necessary for us to obtain export or re-export authorizations from the United States government in connection with any dealings we have with TMI Communications, TerreStar Canada, TerreStar Canada Holdings, and non-U.S. satellite manufacturing firms, launch services providers, insurers, customers, and employees. We may not be able to obtain and maintain the necessary authorizations, which could adversely affect our ability to:

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• consummate the transactions that are currently contemplated involving TMI Communications, TerreStar Canada and TerreStar Canada Holdings;

• procure new United States-manufactured satellites;

• control any existing satellites;

• acquire launch services;

• obtain insurance and pursue our rights under insurance policies; or

• conduct our satellite-related operations.

In addition, if we do not properly manage our internal compliance processes and violate United States export laws, the terms of an export authorization or embargo laws, the violation could make it more difficult, or even impossible, to maintain or obtain licenses and could result in civil or criminal penalties.

Our contractual relationships with potential strategic partners will be subject to government regulations.

We must ensure that our strategic partners comply with the FCC’s and Industry Canada’s ATC rules. This may require us to seek agreements with potential partners that provide for a degree of control by us in the operation of their business that they may be unwilling or unable to grant us.

In addition, the Communications Act and the FCC’s rules require us to maintain legal as well as actual control over the spectrum for which we are licensed. Our ability to enter into partnering arrangements may be limited by the requirement that we maintain de facto control of the spectrum for which we are licensed. If we are found to have relinquished control without approval from the FCC, we may be subject to fines, forfeitures, or revocation of our licenses.

Similarly, the Radiocommunication Act (Canada), the Telecommunications Act (Canada) and Industry Canada’s rules require that Canadians maintain legal as well as actual control over TerreStar Canada and certain of its licensed facilities. Our ability to enter into partnering arrangements may be limited by the requirement that Canadians maintain de facto control over TerreStar Canada and these licensed facilities in Canada. If TerreStar Canada is found to have relinquished control to non-Canadians, TerreStar Canada may be subject to fines, forfeitures, or revocation of its licenses, and may not lawfully continue to carry on its business in Canada.

FCC and Industry Canada regulations and approval processes could delay or impede a transfer of control of us.

Any investment that could result in a transfer of control of TerreStar would be subject to prior FCC approval and in some cases could involve a lengthy FCC review period prior to its consummation. The prior approval of Industry Canada is also required before any material change in the ownership or control of TerreStar Canada can take effect. We may not be able to obtain any such FCC or Industry Canada approvals on a timely basis, if at all, and the FCC or Industry Canada may impose new or additional license conditions as part of any review of such a request. If we are unable to implement our business plan and generate revenue to meet our financial commitments these regulations could impede or prevent a transfer of control or sale of our company to a third party with greater financial resources.

Rules relating to Canadian ownership and control of TerreStar Canada are subject to interpretation and change.

TerreStar Canada will be subject to foreign ownership restrictions imposed by the Telecommunications Act (Canada) and the Radiocommunication Act (Canada) and regulations made pursuant to the these acts. Future determinations by Industry Canada or the Canadian Radio-television and Telecommunications Commission, or events beyond our control, may result in TerreStar Canada ceasing to comply with the relevant legislation. If such a development were to occur, the ability of TerreStar Canada to operate as a Canadian carrier under the Telecommunications Act (Canada) or to maintain, renew or secure its Industry Canada authorizations could be jeopardized and our business could be materially adversely affected.

19

USE OF PROCEEDS

The selling stockholders will receive all of the net proceeds from the sale of the common stock offered by this prospectus. Accordingly, we will not receive any proceeds from the sale of the common stock.

DETERMINATION OF OFFERING PRICE

The selling stockholders will determine at what price they may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices.

20

SELLING STOCKHOLDERS

The following table and accompanying notes set forth certain information regarding the selling stockholders as of July 5, 2006 unless otherwise indicated. Under this prospectus, the selling stockholders and any of their respective transferees, assignees, donees, distributees, pledgees or other successors in interest may offer and sell from time to time an aggregate of 55,053,054 shares of common stock. In this prospectus, we refer to these holders collectively as the selling stockholders. The shares are being registered to permit public sales of the shares, and the selling stockholders may offer the shares for resale from time to time. See "Plan of Distribution." The selling stockholders may offer all, some or none of the common stock listed below.

The table below sets forth the names of the selling stockholders and the number of shares owned, directly and beneficially, by such stockholders as of July 5, 2006 unless otherwise indicated. The number of shares of common stock outstanding on July 5, 2006 unless otherwise indicated was 63,249,639. Except as otherwise indicated, each person listed in the table has informed Motient that such person has (1) voting and investment power with respect to such person's shares of common stock and (2) record and beneficial ownership with respect to such person's shares of common stock. This table assumes that the selling stockholders will fully exercise all vested warrants held by them and will offer for sale all of the shares of common stock covered by this prospectus.

The shares offered pursuant to this prospectus include (1) shares of common stock owned by each selling stockholder, (2) shares of common stock issuable upon conversion of shares of Series B Cumulative Convertible Preferred Stock held by each selling stockholder, (3) shares of common stock issuable upon the exercise of warrants held by each selling stockholder, and (4) shares of common stock that may be issued as dividends on the shares of Series B Preferred Stock held by each selling stockholder. There is no assurance that the shares of Series B Preferred Stock will ever be converted into shares of common stock or that dividends payable in shares of common stock will ever be paid on such shares of Series B Preferred Stock.

“Shares Beneficially Owned Prior to Offering” and “Shares Beneficially Owned After Offering” may include shares of common stock into which the shares of Series A Preferred Stock or Series B Preferred Stock held by such selling stockholder are convertible. Each share of Series B Preferred Stock may be converted at any time by the selling stockholder into approximately 30 shares of common stock. Such columns do not include shares of common stock issuable as dividends on the shares of Series B Preferred Stock as Motient may never pay such dividends and, in any event, is required to pay dividends only in cash until April 15, 2007. “Shares Offered” include shares that may be issued as dividends on the shares of Series B Preferred Stock, although those shares are not beneficially owned by the selling stockholders.

If all of the shares are sold pursuant to this prospectus, then the selling stockholders will sell 55,053,054 shares of our common stock, or 87% of Motient's common stock outstanding as of July 5, 2006.

	Shares Beneficially Owned					Shares Beneficially Owned
	Prior To Offering (1)					After The Offering (2)
Name Of Beneficial Owner	Number		Percentage	Shares Offered (3)		Number	Percentage
Greywolf Capital Partners II LP (4)	808,485	(5)	1.3%	669,992	(5)	171,316	*
Greywolf Capital Overseas Fund (4)	1,683,715	(6)	2.7%	1,748,812	(6)	0	*
LC Capital Master Fund, Ltd. (7)	2,434,649	(8)	3.9%	2,483,609	(8)	0	*
Millennium Partners, L.P. (9)	812,152	(10)	1.3%	910,071	(10)	0	*
RNR II, LP	24,000		*	24,000		0	*
The Catalyst Credit Opportunity Master Fund, L.P. (11)	48,536	(12)	*	48,536	(12)	0	*
Highland Crusader Offshore Partners, L.P. (13)	5,352,497	(14)	8.5%	1,129,205	(14)	4,768,747	7.5%
Highland Select Equity Fund, L.P. (13)	120,203	(15)	*	119,920	(15)	50,283	*
Highland Equity Focus Fund, L.P. (13)	1,518,779	(16)	2.4%	1,464,234	(16)	479,545	*
York Investment Limited (17)	1,061,764	(18)	1.7%	543,704	(18)	536,699	*
York Capital Management, L.P. (17)	307,209	(19)	*	293,730	(19)	18,194	*
York Select Unit Trust (17)	195,538	(20)	*	61,796	(20)	137,943	*

21

York Select, L.P. (17)	456,227	(21)	*	424,397	(21)	37,979	*
York Global Value Partners, L.P. (17)	236,214	(22)	*	182,764	(22)	59,756	*
York Credit Opportunities Fund, L.P. (17)	442,007	(23)	*	436,351	(23)	12,946	*
York/Green Capital Partners, L.P. (17)	30,494	(24)	*	28,834	(24)	0	*
George W. Haywood (25)	5,667,986	(26)	9.0%	3,394,686	(26)	2,273,300	3.6%
Tracer Capital Offshore Fund Ltd. (27)	14,740	(28)	*	14,740	(28)	0	*
Tracer Capital Partners QP L.P. (27)	17,023	(29)	*	17,023	(29)	0	*
Tracer Capital Partners L.P. (27)	1,083	(30)	*	1,083	(30)	0	*
The Raptor Global Portfolio Ltd. (31)	3,379,218	(32)	5.3%	3,379,218	(32)	0	*
The Tudor BVI Global Portfolio Ltd. (33)	741,624	(34)	1.2%	741,624	(34)	0	*
The Altar Rock Fund L.P. (35)	36,269	(36)	*	36,269	(36)	0	*
Tudor Proprietary Trading, L.L.C. (37)	396,866	(38)	*	396,866	(38)	0	*
Rockbay Capital Fund, LLC (39)	18,154	(40)	*	13,482	(40)	4,672	*
Rockbay Capital Institutional Fund, LLC (39)	223,862	(41)	*	178,341	(41)	45,521	*
Rockbay Capital Offshore Fund, Ltd. (39)	568,377	(42)	*	442,568	(42)	125,809	*
Glenview Capital Partners, L.P. (43)	155,110	(44)	*	142,075	(44)	20,692	*
Glenview Institutional Partners, L.P. (43)	572,706	(45)	*	481,251	(45)	119,577	*
Glenview Capital Master Fund, Ltd. (43)	1,189,456	(46)	1.9%	985,561	(46)	261,951	1*
GCM Little Arbor Master Fund, Ltd. (43)	67,983	(47)	*	35,083	(47)	36,376	*
GCM Little Arbor Institutional Partners, L.P. (43)	13,782	(48)	*	4,374	(48)	10,015
OZ Master Fund, Ltd. (49)	2,813,984	(50)	4.4%	2,982,395	(50)	0	*
Fleet Maritime, Inc. (49)	45,872	(51)	*	40,913	(51)	7,906	*
Singer Children's Management Trust (52)	610,000	(53)	*	610,000	(53)	0	*
CY Offshore Fund, Ltd. (54)	313,426	(55)	*	313,426	(55)	0	*
CS Offshore Fund, Ltd. (54)	156,713	(56)	*	156,713	(56)	0	*
Edward W. Rose, III (57)	313,426	(58)	*	313,426	(58)	0	*
Cardinal Partners 2000, L.P. (57)	140,515	(59)	*	140,515	(59)	0	*
Cardinal Partners, L.P. (57)	148,139	(60)	*	148,139	(60)	0	*
George Kaiser Family Foundation	313,426	(61)	*	313,426	(61)	0	*
Xerion Partners II Master Fund Limited (62)	415,693	(63)	*	415,693	(63)	0	*
Ore Hill Hub Fund Ltd. (64)	1,984,430	(65)	3.1%	412,174	(65)	1,572,256	2.5%
John Waterfall (66)	2,841,558	(67)	4.5%	238,564	(67)	2,602,994	4.1%
Edwin Morgens (66)	2,724,266	(68)	4.3%	238,564	(68)	2,485,702	3.9%
MWV Employee Retirement Group Trust (66)	41,570	(69)	*	41,570	(69)	0	*
Strome Alpha Master Fund, Ltd. (70)	3,773	(71)	*	3,773	(71)	0	*
Loeb Partners Corporation (72)	233,677	(73)	*	138,564	(73)	95,113	*
CanPartners Investments IV, LLC	577,500	(74)	*	577,500	(74)	0	*
Harbert Distressed Investment Master Fund, Ltd. (75)	5,138,882	(76)	8.1%	3,376,471	(76)	1,881,750	3.0%
Alpha Sub Fund VI LLC (77)	97,083	(78)	*	9,845	(78)	87,238	*
Roger C. Altman (79)	20,416		*	20,416		0	*
Austin M. Beutner (79)	22,339		*	22,339		0	*
Anthony Grillo (79)	135,308		*	118,208		17,100	*
William O. Hiltz (79)	9,905		*	9,905		0	*
Neeraj Mital (79)	8,658		*	8,658		0	*
David G. Offensend (79)	12,718		*	12,718		0	*
Michael J. Price (79)	41,059		*	41,059		0	*
John P. Fitzsimons (79)	20,000		*	20,000		0	*
Mitchell A. Harwood (79)	34,012		*	34,012		0	*
Craig T. Moore (79)	34,012		*	34,012		0	*
Eugene Lee (79)	2,000		*	2,000		0	*
M. Sharon Lewellen (79)	1,200		*	1,200		0	*
Dr. Rajendra Singh (80)	3,578,414		5.7%	2,093,007		1,485,407	2.3%
Neera Singh (80)	3,578,414		5.7%	2,093,007		1,485,407	2.3%
The Hersh Raj Singh Education Trust (80)	744,603		1.2%	744,603		0	*
The Samir Raj Singh Education Trust (80)	744,604		1.2%	744,604		0	*

22

Columbia Capital Equity Partners III (QP), L.P. (81)	610,126	(82)	*	610,126	(82)	0	*
Columbia Capital Equity Partners III
(Cayman), L.P. (81)	335,052	(83)	*	335,052	(83)	0	*
Columbia Capital Equity Partners III
(AI), L.P. (81)	33,706	(84)	*	33,706	(84)	0	*
Columbia Capital Investors III, LLC (81)	150,542	(85)	*	150,542	(85)	0	*
Columbia Capital Employee Investors III, LLC (81)	2,103	(86)	*	2,103	(86)	0	*
Spectrum Equity Investors IV, L.P.	1,068,064	(87)	1.7%	1,068,064	(87)	0	*
Spectrum Equity Investors Parallel IV, L.P.	6,304	(88)	*	6,304	(88)	0	*
Spectrum IV Investment Managers' Fund, L.P.	12,718	(89)	*	12,718	(89)	0	*
Rahul Prakash (90)	440,094		*	440,094		0	*
Highland Capital Management Services, Inc. (13)	185,046	(91)	*	2,298	(91)	182,748	*
Highland Capital Management, L.P. (13)	118,756	(91)	*	1,475	(91)	117,281	*
Further Lane Asset Management (92)	200,000		*	200,000		0	*
Christopher W. Downie (93)	101,160		*	101,160		0	*
Bay Harbour Partners, Ltd. (94)	412,500		*	312,500		100,000	*
Bay Harbour 90-1, Ltd. (94)	412,500		*	312,500		100,000	*
Evercore Systems LLC (95)	343,450		*	343,450		0	*
Karen Singer (96)	265,000		*	265,000		0	*
Rita Barr (97)	112,196		*	112,196		0	*
Wayne Barr (97)	50,000		*	50,000		0	*
Motorola Inc. (98)	200,000		*	200,000		0	*
Capital & Technology LLC (99)	56,666		*	56,666		0	*
Phoenix Partners II, L.P. (100)	317,765		*	107,800		209,965	*
Phaeton International (BVI) Ltd. (100)	1,001,292		1.6	329,700		671,592	1.1%
Tejas Securities Group, Inc. 401k Plan and Trust
FBO John J. Gorman (101)	518,386	(102)	*	518,386	(102)	0	-
Morris D. Weiss & Lauren C. Ravkind, JTWROS	71,716	(103)	*	13,858	(103)	57,858	*
Morris D. Weiss, IRA	71,716	(104)	*	28,858	(104)	42,858	*
Morris D. Weiss	71,716	(105)	*	20,000	(105)	51,716	*
Delaware Charter for the Account of Mike Wolf, IRA	17,045		*	17,045	(106)	0	-
Chris Roberts, 401k	17,628		*	8,814	(107)	8,814	*
Chris Roberts	17,628			8,814	(108)	8,814	*
Tejas Securities Group, Inc. 401k Plan and Trust FBO Kurt J. Rechner	29,416	(106)	*	13,858	(106)	15,558	*
Kurt Rechner, Rollover IRA	29,416	(107)	*	6,929	(107)	22,487	*
Kurt Rechner & Melani Rechner, JTWROS	29,416	(108)	*	6,929	(108)	22,487	*
Goldman, Sachs & Co.	1,807,000	(109)	2.9%	2,116,571	(109)	0	-
Jana Master Fund, Ltd.	406,574	(110)	*	476,228	(110)	0	-
Portfolio Logic, LLC (111)	282,700	(112)	*	211,658	(112)	100,418	*
Eton Park Fund, L.P.	263,520	(113)	*	308,667	(114)	0	-
Eton Park Master Fund, Ltd.	489,395	(114)	*	573,237	(115)	0	-
Long Meadow Holdings, LP (115)	120,466	(116)	*	141,105	(117)	0	-
Lyxor/Jana Partners	45,174	(117)	*	52,914	(118)	0	-
Stanfield Offshore Leveraged Assets, Ltd. (118)	1,723,400	(119)	2.7%	1,058,286	(120)	811,993	1.3%
Loeb Partners Corporation	233,677	(120)	*	35,277	(121)	203,296	*

______________
* Less than 1% of the outstanding shares. 

(1)    Pursuant to Rule 13d-3 of the Exchange Act, a person is deemed to be a beneficial owner of a security if that  person has the right to acquire beneficial ownership of such security within 60 days, including the right to acquire through the exercise of an option or warrant or through the conversion of a security. 

23

(2)	Assumes that the common stock issuable upon the exercise of the warrants issued in the November 12, 2004, February 9, 2005 and April 15, 2005 private placements are not outstanding, and assumes that the shares of common stock underlying the Series A and Series B preferred stock are not outstanding.
(3)	The share amount listed in this column assumes that the selling stockholder will exercise all of their vested  warrants and sell all of the shares of our common stock covered by this prospectus, and that they will not sell any shares other than those covered by this prospectus.
(4)	Greywolf Capital Management LP, a Delaware limited partnership ("GCM"), may be deemed to have voting control and investment discretion over securities owned by Greywolf Capital Partners II LP and Greywolf  Capital Overseas Fund. Jonathan Savitz is the managing member of the general partner of GCM, and consequently may be deemed to be the beneficial owner of any securities deemed to be beneficially owned be GCM. The foregoing should not be construed as an admission by either GCM or Mr. Savitz as to beneficial ownership of the shares owned by Greywolf Capital Partners II LP and Greywolf Capital Overseas Fund.
(5)	Includes 201,140 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 39,529 shares of common stock issuable upon exercise of a warrant and 32,823 shares of common stock which may be issued as dividends on such shares of Series A Preferred Stock.
(6)	Includes 398,919 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 155,016 shares of common stock issuable upon exercise of a warrant and 65,097 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock
(7)	LC Capital Master Fund, Ltd. was a lender under our term credit agreement.
(8)	Includes 300,030 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 222,559 shares of common stock issuable upon exercise of a warrant and 48,960 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(9)	Millennium Management, L.L.C., a Delaware limited liability company, is the managing general partner of Millennium Partners, L.P., a Cayman Islands exempted company, and consequently may be deemed to have voting control and investment discretion over securities owned by Millennium Partners, L.P. Israel A. Englander is the sole managing member of Millennium Management, L.L.C. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium management, L.L.C. The foregoing should not be construed as an admission by either of Millennium Management, L.L.C or Mr. Englander as to beneficial ownership of the shares owned by Millennium Partners. Millennium Partners, L.P. was a lender under our term credit agreement.
(10)	Includes 300,030 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 109,392 shares of common stock issuable upon exercise of a warrant and 97,919 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(11)	Catalyst Investment Management exercises voting and investment control over all shares offered by The Catalyst Credit Opportunity Master Fund, L.P. Consequently, Catalyst Investment Management may be deemed to be the beneficial owner the shares of Motient common stock offered by The Catalyst Credit Opportunity Master Fund, L.P.
(12)	Includes 48,281 shares of common stock issuable upon exercise of a warrant.
(13)	Highland Capital Management, L.P., which is majority owned by James D. Dondero, a former member of Motient's board of directors, exercises voting and investment control over the common stock offered hereby. Mr. Dondero disclaims beneficial ownership of these securities except to the extent of their pecuniary interest. Highland Capital Management, L.P. was an indirect lender under our term credit agreement and is the general partner of the selling stockholders.
(14)	Includes 117,006 shares of common stock issuable upon exercise of a warrant.
(15)	Includes 11,625 shares of common stock issuable upon exercise of a warrant.
(16)	Includes 164,076 shares of common stock issuable upon exercise of a warrant.
(17)	York Capital Management L.P., York Distressed Opportunities Fund, L.P., York Investment Limited were lenders under our term credit agreement.
(18)	Includes 114,221 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 163,344 shares of common stock issuable upon exercise of a warrant and 18,639 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(19)	Includes 28,893 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 40,375 shares of common stock issuable upon exercise of a warrant and 4,715 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(20)	Includes 25,743 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 31,853 shares of common stock issuable upon exercise of a warrant and 4,201 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.

24

(21)	Includes 37,684 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 46,632 shares of common stock issuable upon exercise of a warrant and 6,149 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(22)	Includes 38,644 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 47,815 shares of common stock issuable upon exercise of a warrant and 6,306 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(23)	Includes 44,674 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 28,687 shares of common stock issuable upon exercise of a warrant and 7,290 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(24)	Includes 10,171 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 17,003 shares of common stock issuable upon exercise of a warrant and 1,660 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(25)	Mr. Haywood's ownership includes 99,400 shares of Motient common stock owned by his children and spouse, and 609,686 shares underlying warrants.
(26)	Includes 334,986 shares of common stock issuable upon exercise of warrants.
(27)	Riley McCormack is the Managing Member of the Investment Manager of each of Tracer Capital Partners L.P., Tracer Capital Partners QP L.P. and Tracer Capital Offshore Fund Ltd As such, he may be deemed to be the beneficial owner of all shares owned by such entities.
(28)	Includes 14,724 shares of common stock issuable upon exercise of a warrant.
(29)	Includes 17,010 shares of common stock issuable upon exercise of a warrant.
(30)	Includes 1,083 shares of common stock issuable upon exercise of a warrant.
(31)	Tudor Investment Corporation is the investment advisor of The Raptor Global Portfolio Ltd. Because Paul Tudor Jones II is the controlling shareholder of Tudor Investment Corporation, he may be deemed to be the beneficial owner of shares beneficially owned by The Raptor Global Portfolio Ltd. Mr. Jones disclaims such beneficial ownership.
(32)	Includes 130,943 shares of common stock issuable upon exercise of a warrant.
(33)	Tudor Investment Corporation is the investment advisor of The Tudor BVI Global Portfolio Ltd. Because Paul Tudor Jones II is the controlling shareholder of Tudor Investment Corporation, he may be deemed to be the beneficial owner of shares beneficially owned by The Tudor BVI Global Portfolio Ltd. Mr. Jones disclaims such beneficial ownership.
(34)	Includes 27,898 shares of common stock issuable upon exercise of a warrant.
(35)	Tudor Investment Corporation is the general partner and investment advisor of The Altar Rock Fund L.P. Because Paul Tudor Jones II is the controlling shareholder of Tudor Investment Corporation, he may be deemed to be the beneficial owner of shares beneficially owned by The Altar Rock Fund L.P. Mr. Jones disclaims such beneficial ownership.
(36)	Includes 1,294 shares of common stock issuable upon exercise of a warrant.
(37)	Paul Tudor Jones II is the indirect controlling equity holder of Tudor Proprietary Trading, L.L.C. and, as a result, may be deemed to be the beneficial owner of shares beneficially owned by Tudor Proprietary Trading, L.L.C. Mr. Jones disclaims such beneficial ownership.
(38)	Includes 14,898 shares of common stock issuable upon exercise of a warrant.
(39)	Rockbay Capital Management, LP (“RCM”) may be deemed to have voting control and investment discretion over securities owned by Rockbay Capital Fund, LLC, Rockbay Capital Institutional Fund, LLC, and Rockbay Capital Offshore Fund, Ltd. Atul Khanna and Jonathan Baron are members of the general partner of RCM, and may be deemed to be beneficial owners of any securities deemed to be beneficially owned by RCM. Each of RCM, its general partner, and Messrs. Khanna and Baron disclaim any beneficial ownership of any such securities.
(40)	Includes 2,370 shares of common stock issuable upon exercise of a warrant.
(41)	Includes 31,766 shares of common stock issuable upon exercise of a warrant.
(42)	Includes 75,255 shares of common stock issuable upon exercise of a warrant.
(43)	Larry Robbins is the CEO and Senior Managing Member of Glenview Capital Management, LLC, the Investment Manager of each of Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Master Fund, Ltd. and GCM Little Arbor Master Fund, Ltd As such, he may be deemed to exercise voting and investment control over the shares held by such entities.
(44)	Includes 46,924 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 10,364 shares of common stock issuable upon exercise of a warrant and 7,657 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.

25

(45)	Includes 172,337 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 34,792 shares of common stock issuable upon exercise of a warrant and 28,122 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(46)	Includes 355,775 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 70,830 shares of common stock issuable upon exercise of a warrant and 58,056 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(47)	Includes 21,302 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 905 shares of common stock issuable upon exercise of a warrant and 3,476 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(48)	Includes 3,720 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 47 shares of common stock issuable upon exercise of a warrant and 607 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(49)	Daniel S. Och is the Senior Managing Member of OZ Management, L.L.C., the investment manager of each of  OZ Master Fund, Ltd., OZ Mac 13 Ltd. and Fleet Maritime, Inc. As such, Mr. Och may be deemed to exercise voting and investment control over the shares held by such entities.
(50)	Includes 1,032,043 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 226,394 shares of common stock issuable upon exercise of a warrant and 168,411 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(51)	Includes 18,061 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 2,126 shares of common stock issuable upon exercise of a warrant and 2,947 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(52)	Singer Children's Management Trust is a trust established for the benefit of the children of Gary and Karen Singer. Karen Singer is the wife of Gary Singer (investment advisor of M&E Advisors, LLC, a lender under our term credit agreement), the brother of Steven Singer, the chairman of our board of directors. Gary and Karen Singer disclaim any beneficial ownership of securities owned by the trust. Karen Singer beneficially owns, for her own account, warrants to purchase 602,500 shares of common stock, which are not included herein.
(53)	Includes 75,000 shares of common stock issuable upon exercise of a warrant.
(54)	James Traweek, Jr. exercises voting and investment control over the shares of Motient common stock owned by CY Offshore Fund, Ltd. and CS Offshore Fund, Ltd. He therefore may be deemed to be the beneficial owner of such shares.
(55)	Includes 49,488 shares of common stock issuable upon exercise of a warrant.
(56)	Includes 24,744 shares of common stock issuable upon exercise of a warrant.
(57)	Edward W. Rose III exercises voting and investment control over the shares of Motient common stock owned by Cardinal Partners 2000, L.P. and Cardinal Partners, L.P. He therefore may be deemed to be the beneficial owner of such shares in addition to the shares he holds for his own account.
(58)	Includes 49,488 shares of common stock issuable upon exercise of a warrant.
(59)	Includes 22,186 shares of common stock issuable upon exercise of a warrant.
(60)	Includes 23,390 shares of common stock issuable upon exercise of a warrant.
(61)	Includes 49,488 shares of common stock issuable upon exercise of a warrant.
(62)	Daniel J. Arbess controls Xerion Capital Partners LLC ("XCP"), which is the investment manager of Xerion Partners II Master Fund Limited ("XP-II") and has voting and investment discretion over securities held by XP-II. XCP and Mr. Arbess thus may be deemed to be beneficial owners of the shares identified in the table as being beneficially owned by XP-II. XCP and Mr. Arbess disclaims beneficial ownership of the shares held by XP-II. Shares owned prior to the offering and shares offered includes 65,635 shares of common stock issuable upon exercise of a warrant.
(63)	Daniel J. Arbess controls Xerion Capital Partners LLC ("XCP"), which is the investment manager of Xerion Partners II Master Fund Limited ("XP-II") and has voting and investment discretion over securities held by XP-II. XCP and Mr. Arbess thus may be deemed to be beneficial owners of the shares identified in the table as being beneficially owned by XP-II. XCP and Mr. Arbess disclaims beneficial ownership of the shares held by XP-II. Shares owned prior to the offering and shares offered includes 65,635 shares of common stock issuable upon exercise of a warrant.
(64)	Ore Hill Partners LLC ("OH Partners") is the investment manager of Ore Hill Hub Fund Ltd. ("OH Hub Fund"). Benjamin Nickoll and Frederick Wahl are the managing members of OH Partners. Accordingly, each of OH Hub Fund, OH Partners and Messrs. Nickoll and Wahl may be deemed to have or share voting and dispositive power with respect to securities held by OH Hub Fund and, consequently, to be beneficial owners of such securities. Each of Messrs. Nickoll and Wahl disclaim such beneficial ownership.
(65)	Includes 80,348 shares of common stock issuable upon exercise of a warrant.
(66)	John C. Waterfall is the president and treasurer of Morgens, Waterfall, Vintiadis & Co., Inc. and beneficially owns 2,841,558 shares of common stock, which includes 445,857 shares of common stock for his own account and 10,000 shares of common stock held in trust for his children.

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	Morgens, Waterfall, Vintiadis & Co. beneficially owns 2,385,701 shares of common stock. Edwin Morgens, the vice president and secretary of Morgens, Waterfall, Vintiadis & Co. beneficially owns 2,724,266 shares of our common stock, which includes 338,565 shares of common stock for his own account.
(67)	Includes 21,879 shares of common stock issuable upon exercise of a warrant.
(68)	Includes 21,879 shares of common stock issuable upon exercise of a warrant.
(69)	Includes 6,564 shares of common stock issuable upon exercise of a warrant.
(70)	Strome Investment Management, L.P. (SIM) is a Delaware limited partnership and a registered investment advisor. It is the sole investment advisor to Strome Alpha Offshore Ltd. and Strome Alpha Master Fund, Ltd., both of which are Cayman international business companies. SIM is also the sole general partner and investment advisor to Strome Alpha Fund, L.P. Strome Alpha Fund, L.P. and Strome Alpha Offshore, Ltd, are the sole shareholders of Strome Alpha Master Fund, Ltd. Strome Group, Inc. is the general partner of SIM. The Mark E. Strome Living Trust is the sole shareholder of Strome Group, Inc. Mark E. Strome is the settler and trustee of the trust. SIM has direct beneficial ownership of the stock as a result of its discretionary authority to buy, sell, and vote shares of such stock for its advisory clients. Strome Group, Inc.’s the Trust’s and Mark Strome’s ownership of the stock are indirect as a result of their interest in SIM. The selling stockholder has advised t he Registrant that it has purchased the securities covered by the Registration Statement in the ordinary course of its business. The selling stockholder has also advised the Registrant that, at the time of the purchase of such securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities.
(71)	Includes 3,773 shares of common stock issuable upon exercise of a warrant.
(72)	Gideon King and Robert Grubin each exercise voting and investment control over the shares of Motient common stock owned by the selling stockholder. They therefore may be deemed to be the beneficial owners of such shares.
(73)	Includes 21,878 shares of common stock issuable upon exercise of a warrant.
(74)	The shares offered hereby are shares of common stock issuable upon exercise of a warrant.
(75)	The selling stockholder may be deemed to be an affiliate of HMC Investments, Inc., a registered broker-dealer. The selling stockholder is selling these shares for its own account, and has assured Motient that there are no agreements with any other person to dispose of the securities.
(76)	Includes 2,820,282 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 9,195 shares of common stock issuable upon exercise of a warrant and 119,339 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(77)	The selling stockholder may be deemed to be an affiliate of HMC Investments, Inc., a registered broker dealer. The selling stockholder is selling those shares for his or her own account, and has assured Motient that there are no agreements with any other person to dispose of the securities.
(78)	Includes 18,751 shares of common stock issuable upon conversion of Series B Preferred Stock, 10,081 shares of common stock issuable upon exercise of warrants and 3,060 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(79)	The selling stockholder may be deemed to be an affiliate of Evercore Group Inc., a registered broker dealer. The selling stockholder is selling these shares for his or her own account, and has assured Motient that there are no agreements with any other person to dispose of the securities.
(80)	Dr. Singh and Neera Singh may each be deemed to be the beneficial owner of an aggregate of 4,093,902 shares of Motient common stock held by the Hersh Raj Singh Education Trust and The Samir Raj Singh Education Trust, each an irrevocable trust established for the benefit of their children of which Neera Singh is one of the co-trustees. They disclaim beneficial ownership of such shares to the extent allowable by law.Includes an aggregate of 184,228 shares underlying vested warrants.
(81)	The general partner of Columbia Capital Equity Partners III (QP), L.P. and Columbia Capital Equity Partners III (AI), L.P. is Columbia Capital Equity Partners III, L.P. ("Columbia III"). The general partner of Columbia Capital Equity Partners III (CAYMAN), L.P. is Columbia Capital Equity Partners (Cayman) III, Ltd. Columbia III is the sole shareholder of Columbia Capital Equity Partners (Cayman) III, Ltd. The general partner of Columbia III is Columbia Capital III, L.L.C. which is also the manager of Columbia Capital Investors III, LLC and Columbia Capital Employee Investors III, L.L.C. James B. Fleming, Jr., Harry F. Hopper III and R. Philip Herget, III control Columbia Capital III, L.L.C. As a result, Messrs. Fleming, Hopper and Herget exercise voting and investment control over all of the shares offered by Columbia Capital Equity Partners III (QP), L.P., Columbia Capital Equity Partners III (AI), L.P., Columbia Capital Equity Partners III (CAYMAN), L.P., Columbia Capital Investor s III, LLC and Columbia Capital Employee Investors III, L.L.C., and may be deemed to have beneficial ownership over those shares. Messrs. Fleming, Hopper and Herget disclaim beneficial ownership of all of these shares, to the extent allowable by law.
(82)	Includes 32,842 shares of common stock underlying a vested warrant.
(83)	Includes 18,035 shares of common stock underlying a vested warrant.
(84)	Includes 1,185 shares of common stock underlying a vested warrant.
(85)	Includes 8,104 shares of common stock underlying a vested warrant.
(86)	Includes 114 shares of common stock underlying a vested warrant.

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(87)	Includes 40,013 shares of common stock underlying a vested warrant.
(88)	Includes 237 shares of common stock underlying a vested warrant.
(89)	Includes 477 shares of common stock underlying a vested warrant.
(90)	The share amount listed assumes that the selling stockholder will exercise an option. Such amount alsoincludes 30,704 shares of common stock issuable upon exercise of a warrant.
(91)	Shares underlying a warrant.
(92)	Further Lane Asset Management received warrants to purchase 200,000 shares of our common stock as partial compensation for certain consulting activities in 2003. All shares offered hereby are shares underlying warrants to purchase our common stock. Michael Araiz, as CEO and majority shareholder of Further Lane Asset Management, exercises voting and investment control over such shares.
(93)	Christopher W. Downie is currently an executive vice president, the principal executive officer, chief operating officer and treasurer of Motient and has been an officer of Motient since March 2003. Prior to such date, he was a consultant for CTA. All shares offered hereby are shares underlying warrants or options to purchase our common stock.
(94)	Bay Harbor Management, L.C. exercises investment and voting control over all shares offered hereby. Bay Harbor Partners,Ltd. and Bay Harbor 90-1, Ltd. were lenders under our tem credit agreement. All shares offered hereby are shares underlying warrants to purchase our common stock. Accordingly, Bay Harbor Management, L.C. may be deemed to beneficially own 825,000 shares of Motient common stock prior to the offering contemplated hereby. The shares beneficially owned prior to theoffering are presented as of July 1, 2004. Motient believes that all shares offered hereby have been sold, but has been unable toverify this with the selling stockholder.
(95)	All of the shares offered hereby are shares underlying warrants to purchase Motient common stock. The management group of Evercore Investments LLC collectively exercises voting control over the Motient securities owned by Evercore. EvercorePartners L.P. acted as financial advisor to the official committee of unsecured creditors appointed during our bankruptcy proceedings for the period of October 22, 2001 through July 9, 2002.
(96)	Karen Singer is the wife of Gary Singer, investment advisor of M&E Advisors, LLC, a lender under our term creditagreement, and the brother of Steven Singer, the chairman of our board of directors. 165,000 of the shares offered hereby areshares underlying warrants to purchase Motient common stock.
(97)	Rita Barr is the wife of Wayne Barr, a member of CTA. Each of Rita and Wayne Barr disclaim any beneficial ownershipof the shares held by the other. All shares offered hereby are shares underlying warrants to purchase Motient common stock.
(98)	Motorola, Inc. and affiliate of Motorola Credit Corp, was a creditor of us pursuant to a vendor financing facility andpromissory note. The shares offered hereby were issued in partial satisfaction of certain debts outstanding under these financingfacilities. All shares offered hereby are shares underlying warrants to purchase Motient common stock. Motient believes, but hasnot been able to confirm, that all shares offered hereby have been sold.
(99)	Wayne Barr, a member of CTA, is a manager of Capital & Technology LLC. Jared E. Abbruzzese, the chairman of CTAand former chairman of Motient, is the chairman of Capital & Technology LLC. Each of Wayne Barr and NiskayunaDevelopment LLC is a member of Capital & Technology LLC.
(100)	John C. Waterfall and Edwin H. Morgens exercise voting and investment control over these shares, and, as such, may bedeemed to be beneficial owners.
(101)	John J. Gorman, as trustee, has sole voting and investment power with respect to the shares of common stockheld by the Tejas Securities, Inc. 401K Plan & Trust FBO John J. Gorman.
(102)	Includes 65,636 shares issuable upon exercise of warrants.
(103)	Includes 2,188 shares issuable upon exercise of warrants.
(104)	Includes 17,188 shares issuable upon exercise of warrants.
(105)	Includes 20,000 shares issuable upon exercise of warrants.
(106)	Includes 2,188 shares issuable upon exercise of warrants.
(107)	Includes 1,094 shares issuable upon exercise of warrants.
(108)	includes 1,094 shares issuable upon exercise of warrants.
(109)	Includes 1,800,180 shares of common stock issuable upon conversion of shares of Series B Preferred Stock,22,633 shares of common stock issuable upon exercise of a warrant and 293,758 shares of common stockwhich may be issued as dividends on such shares of Series B Preferred Stock.
(110)	Includes 405,040 shares of common stock issuable upon conversion of shares of Series B Preferred Stock,5,093 shares of common stock issuable upon exercise of a warrant and 66,095 shares of common stock whichmay be issued as dividends on such shares of Series B Preferred Stock.
(111)	Jeff Zients is the Managing Member of Portfolio Logic Management, LLC, which is the Managing Memberof Portfolio Logic LLC. As such, he is deemed to exercise voting and investment control over the shares heldby Portfolio Logic LLC.

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(112)	Includes 180,018 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 2,264 shares of common stock issuable upon exercise of a warrant and 29,376 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(113)	Includes 262,526 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 3,301 shares of common stock issuable upon exercise of a warrant and 42,840 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(114)	Includes 487,548 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 6,130 shares of common stock issuable upon exercise of a warrant and 79,559 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(115)	Jonathan W. Old, III is the Managing Member of Long Meadow Investors, LLC, which is the general partner of Long Meadow Holdings, LP. As such, he is deemed to exercise voting and investment control over the shares held by Long Meadow Holdings, LP.
(116)	Includes 120,012 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 1,509 shares of common stock issuable upon exercise of a warrant and 19,584 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(117)	Includes 45,004 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 566 shares of common stock issuable upon exercise of a warrant and 7,344 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(118)	The following named persons serve on the management committee of Stanfield Capital Partners LLC, the investment advisor to Stanfield Offshore Leveraged Assets, Ltd. ("SOLA"), with sole voting or dispositive power: Dan Baldwin, Stephen Alfieri, Chris Jansen, Kevin Murphy, Sarah E. Street and Christopher V. Greetham. Each of the foregoing persons disclaims beneficial ownership of the securities owned by SOLA.
(119)	Includes 900,090 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 11,317 shares of common stock issuable upon exercise of a warrant and 146,879 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.
(120)	Includes 30,003 shares of common stock issuable upon conversion of shares of Series B Preferred Stock, 378 shares of common stock issuable upon exercise of a warrant and 4,896 shares of common stock which may be issued as dividends on such shares of Series B Preferred Stock.

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PLAN OF DISTRIBUTION

Motient has registered the shares offered by this prospectus on behalf of the selling stockholders, and will not receive any proceeds from the sale of the shares by the selling stockholders, although we will receive proceeds from the exercise of some of our various outstanding warrants to the extent they are exercised by the selling stockholders. These shares may be sold or distributed from time to time by the selling stockholders and any of their respective transferees, assignees, donees, distributees, pledgees or other successors in interest, all of whom we collectively refer to in this prospectus as “selling stockholders.” The selling stockholders may sell their shares at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices or in competitively bid transactions, which may be changed. Each selling stockholder reserves the right to accept or reject, in whole or in part, any proposed purchase of shares, whether the purchase is to be made directly or through agents.

The selling stockholders may offer their shares at various times in one or more of the following transactions:

• in ordinary brokers’ transactions and transactions in which the broker solicits purchasers;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus;

• in transactions involving cross or block trades;

• in transactions “at the market” to or through market makers in the common stock or into an existing market for the common stock;

• in other ways not involving market makers or established trading markets, including direct sales of the shares to purchasers or sales of the shares effected through agents;

• through transactions in options, swaps or other derivatives which may or may not be listed on an exchange;

• in privately negotiated transactions;

• in transactions to cover short sales;

• in underwritten transactions; or

• in a combination of any of the foregoing transactions.

The selling stockholders also may sell all or a portion of their shares in open market transactions in accordance with Rule 144 under the Securities Act provided that they meet the criteria and conform to the requirements of that rule.

From time to time, one or more of the selling stockholders may pledge or grant a security interest in some or all of the shares owned by them. If the selling stockholders default in performance of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time by this prospectus. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders will decrease as and when the selling stockholders transfer or donate their shares or default in performing obligations secured by their shares. The plan of distribution for the shares offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees, other secured parties or other successors in interest will be selling stockholders for purposes of this prospectus.

A selling stockholder may sell short the common stock. The selling stockholder may deliver this prospectus in connection with such short sales and use the shares offered by this prospectus to cover such short sales.

A selling stockholder may enter into hedging transactions with broker-dealers. The broker-dealers may engage in short sales of the common stock in the course of hedging the positions they assume with the selling stockholder, including positions assumed in connection with distributions of the shares by such broker-dealers.

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A selling stockholder also may enter into option or other transactions with broker-dealers that involve the delivery of shares to the broker-dealers, who may then resell or otherwise transfer such shares. In addition, a selling stockholder may loan or pledge shares to a broker-dealer, which may sell the loaned shares or, upon a default by the selling stockholder of the secured obligation, may sell or otherwise transfer the pledged shares.

The selling stockholders may use brokers, dealers, underwriters or agents to sell their shares. The persons acting as agents may receive compensation in the form of commissions, discounts or concessions. This compensation may be paid by the selling stockholders or the purchasers of the shares of whom such persons may act as agent, or to whom they may sell as principal, or both. The compensation as to a particular person may be less than or in excess of customary commissions. The selling stockholders and any agents or broker-dealers that participate with the selling stockholders in the offer and sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions they receive and any profit they realize on the resale of the shares by them may be deemed to be underwriting discounts and commissions under the Securities Act. Neither we nor any selling stockholders can presently estimate the amount of such compensation.

Motient has advised the selling stockholders that during such time as they may be engaged in a distribution of the shares, they are required to comply with Regulation M under the Securities Exchange Act. With some exceptions, Regulation M prohibits any selling stockholder, any affiliated purchasers and other persons who participate in such a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.

Under Motient's registration rights agreement with certain of the selling stockholders, Motient is required to bear the expenses relating to this offering, excluding any underwriting discounts and fees, brokerage and sales commissions, and stock transfer taxes relating to the sale or disposition of the shares.

Motient has agreed to indemnify certain of the selling stockholders and their respective controlling persons against some liabilities, including some liabilities under the Securities Act.

It is possible that a significant number of shares could be sold at the same time. Such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for the common stock.

This offering by any selling stockholder will terminate on the date on which the selling stockholder has sold all of such selling stockholder's shares.

LEGAL MATTERS

For the purposes of this offering, Robert Macklin, the general counsel of Motient, has given his opinion as to the validity of the shares of common stock offered by the selling stockholders. As of July 21, 2006, Mr. Macklin held 19,028 shares of common stock and options to purchase 98,333 shares of common stock.

EXPERTS

The consolidated financial statements and schedules of Motient Corporation and subsidiaries as of December 31, 2004 and 2005, and for each of the three years in the period ended December 31, 2005, included in this prospectus, have been audited by Ehrenkrantz Sterling & Co., LLC, with respect to 2002 and Friedman LLP, successor-in-interest to Ehrenkrantz Sterling & Co., LLC, with respect to 2003 and 2004, an independent registered public accounting firm, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements and schedules referred to above have been included in this prospectus in reliance upon the authority of those firms as experts in giving said reports.

The consolidated financial statements and schedules of TerreStar Networks Inc. December 31, 2003 and 2004, and for each of the three years in the period ended December 31, 2004, included in this prospectus, have been audited by Friedman LLP, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements and schedules referred to above have been included in this prospectus in reliance upon the authority of those firms as experts in giving said reports.

The consolidated financial statements of Mobile Satellite Ventures LP appearing in Motient Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2005 have been audited by Ernst & Young LLP,

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independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION OF INFORMATION FILED WITH THE SEC

The SEC allows us to “incorporate by reference” information filed with the SEC. This means that we can disclose important information to you, without actually including the specific information in this prospectus, by referring you to those documents. The following documents which we have previously filed with the SEC pursuant to the Exchange Act are incorporated into this prospectus by reference; provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K:

• our Annual Report on Form 10-K for the year ended December 31, 2005 (filed March 30, 2006), as amended by our Annual Report on Form 10-K/A (filed April 28, 2006);

• our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (filed May 15, 2006); and

• our Current Reports on Form 8-K and Form 8-K/A filed with the SEC on May 11, 2006 as amended July 14, 2006, May 25, 2006, June 1, 2006, June 2, 2006, June 22, 2006 as amended July 14, 2006, June 26, 2006 and July 12, 2006.

All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before all of the common stock offered by this prospectus is sold are incorporated by reference in this prospectus from the date of filing of the documents. Information that we file with the SEC will automatically update and may replace information in this prospectus and information previously filed with the SEC.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC to register the shares as required by the federal securities laws. This prospectus, which constitutes a part of that registration statement on Form S-3, omits certain information concerning us and our common stock contained in the registration statement. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement. Accordingly, you should reference the registration statement and its exhibits for further information with respect to us and the shares offered under this prospectus.

We also file annual, quarterly and special reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended. Our Exchange Act file number for our SEC filings is 0-23044. You may read and copy any document we file with the SEC at the following SEC public reference room:

Public Reference Room
100 F St. N.E.
Washington, D.C. 20549

You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet web site that contains reports, proxy statements and other information regarding issuers, including Motient, who file electronically with the SEC. The address of that site is http://www.sec.gov.

You should rely only on the information or representations provided in this prospectus and the registration statement. We have not authorized anyone to provide you with different information. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The expenses to be paid in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are as follows:

SEC Registration Fee	$ 78,051
Printing and engraving expenses	1,000
Accounting fees and expenses	20,000
Legal fees and expenses	15,000
Miscellaneous	2,000
Total	$ 116,051

___________________

Item 15. Indemnification of Directors and Officers 

Motient Corporation is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of Title 8 of the Delaware Code gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145 also gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145 further provides that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

II-1

Our restated certificate of incorporation and restated bylaws provide for the indemnification of officers and directors to the fullest extent permitted by the Delaware Code.

All of our directors and officers are covered by insurance policies against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933.

Item 16. Exhibits

Exhibit No. Exhibit

3.1	-	Restated Certificate of Incorporation of the Company (as restated effective May 1, 2002) (incorporated  by reference to Exhibit 3.1 of the Company's Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.2	-	Amended and Restated Bylaws of the Company (as amended and restated effective May 1, 2002) (incorporated by reference to Exhibit 3.1 of the Company's Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.3	-	Certificate of Designations of the Series A Cumulative Convertible Preferred Stock, as corrected by the Certificate of Correction Filed to Correct a Certain Error in the Certificate of Designations of the Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K/A dated April 15, 2005)
3.4	-	Certificate of Designations of the Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated April 15, 2005)
3.5	-	Amendment to Restated Certificate of Incorporation (incorporated by reference to Motient's Registration Statement on Form S-1 filed on June 24, 2005).
4.1	-	Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company's Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
5.1**	-	Opinion of General Counsel of Motient.
10.42*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.42)
10.43*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.43)
10.44*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.44)
10.45*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.45)
10.46*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.46)
10.47*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.47)
10.48	-	Exchange Agreement dated May 6, 2006 by and among Registrant, Motient Ventures Holding Inc. and SkyTerra Communications, Inc. (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K initially filed on May 11, 2006).
10.49	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant, MVH Holdings, Inc., SkyTerra Communications, Inc., and certain corporations affiliated with Registrant, Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.2 of the current report on Form  8-K initially filed on May 11, 2006).
10.50	-	Registration Rights Agreement dated May 6, 2006 by and among Registrant, SkyTerra Communications, Inc., each of the Blocker Corporations and each of the stockholders of the Blocker Corporation (incorporated by reference to Exhibit 99.3 of the current report on Form 8-K initially filed on May 11, 2006).
10.51	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated  with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.4 of the current report on Form 8-K initially filed on May 11, 2006).

 

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10.52	-	Registration Rights Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.5 of the current report on Form 8-K initially filed on May 11, 2006).
10.53	-	Amendment No. 2 to TerreStar Networks, Inc. Stockholders’ Agreement (incorporated by reference to Exhibit 99.6 of the current report on Form 8-K initially filed on May 11, 2006).
10.54	-	TerreStar Networks Inc. Amended and Restated Stockholders’ Agreement (incorporated by reference to Exhibit 99.7 of the current report on Form 8-K initially filed on May 11, 2006).
10.55	-	Amendment No. 1 to Amended and Restated Stockholders’ Agreement of Mobile Satellite Ventures  GP Inc. (incorporated by reference to Exhibit 99.8 of the current report on Form 8-K initially filed on May 11, 2006).

10.56** - Asset Purchase Agreement dated June 19, 2006 by and among Motient Communications Inc., Motient Holdings Inc., Motient Services Inc., and Motient License Inc., Geologic Solutions, Inc and Logo Acquisition Corporation.

23.1**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.2**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.3**	-	Consent of Ernst & Young LLP, Independent Auditors.
23.1**	-	Consent of General Counsel of Motient (included in Exhibit 5.1).
24.1**	-	Power of Attorney (included in signature page).

* Employment agreement.

**   Filed herewith.

Item 17. Undertakings

A. The undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs A(1)(i) A(1)(ii) and A(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(C) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

B.The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

D.The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lincolnshire, State of Illinois, on the 25th day of July, 2006.

MOTIENT CORPORATION

By:/s/ Christopher Downie
	Christopher Downie Executive Vice President,
	Chief Operating Officer and Treasurer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints, Christopher Downie and Myrna Newman, and each or any of them, his or her true and lawful attorney-in-fact and agent, each with the power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant in the capacities set forth below on July 25, 2006.

Name	Title
/s/ Christopher Downie	Executive Vice President, Chief Operating Officer
Christopher Downie	and Treasurer (Principal Executive Officer)
/s/ Myrna J. Newman	Controller and Chief Accounting Officer
Myrna J. Newman	(Principal Financial Officer)
/s/ David Andonian	Director
David Andonian
/s/ C. Gerald Goldsmith	Director
C. Gerald Goldsmith
/s/ David Grain	Director
David Grain
/s/ Gerry S. Kittner	Director
Gerry S. Kittner
	Director
Jacques Leduc
/s/ David Meltzer	Director
David Meltzer
	Director
Stephen Singer
/s/ Raymond L. Steele	Director
Raymond L. Steele
	Director
Jonelle St. John
	Director
Barry A. Williamson

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LIST OF EXHIBITS

3.1	-	Restated Certificate of Incorporation of the Company (as restated effective May 1, 2002) (incorporated  by reference to Exhibit 3.1 of the Company's Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.2	-	Amended and Restated Bylaws of the Company (as amended and restated effective May 1, 2002) (incorporated by reference to Exhibit 3.1 of the Company's Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.3	-	Certificate of Designations of the Series A Cumulative Convertible Preferred Stock, as corrected by the Certificate of Correction Filed to Correct a Certain Error in the Certificate of Designations of the Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K/A dated April 15, 2005)
3.4	-	Certificate of Designations of the Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated April 15, 2005)
3.5	-	Amendment to Restated Certificate of Incorporation (incorporated by reference to Motient's Registration Statement on Form S-1 filed on June 24, 2005).
4.1	-	Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company's Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
5.1**	-	Opinion of General Counsel of Motient.
10.42*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.42)
10.43*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.43)
10.44*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.44)
10.45*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.45)
10.46*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.46)
10.47*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.47)
10.48	-	Exchange Agreement dated May 6, 2006 by and among Registrant, Motient Ventures Holding Inc. and SkyTerra Communications, Inc. (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K initially filed on May 11, 2006).
10.49	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant, MVH Holdings, Inc., SkyTerra Communications, Inc., and certain corporations affiliated with Registrant, Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.2 of the current report on Form  8-K initially filed on May 11, 2006).
10.50	-	Registration Rights Agreement dated May 6, 2006 by and among Registrant, SkyTerra Communications, Inc., each of the Blocker Corporations and each of the stockholders of the Blocker Corporation (incorporated by reference to Exhibit 99.3 of the current report on Form 8-K initially filed on May 11, 2006).
10.51	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated  with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.4 of the current report on Form 8-K initially filed on May 11, 2006
10.52	-	Registration Rights Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.5 of the current report on Form 8-K initially filed on May 11, 2006).
10.53	-	Amendment No. 2 to TerreStar Networks, Inc. Stockholders’ Agreement (incorporated by reference to Exhibit 99.6 of the current report on Form 8-K initially filed on May 11, 2006).
10.54	-	TerreStar Networks Inc. Amended and Restated Stockholders’ Agreement (incorporated by reference to Exhibit 99.7 of the current report on Form 8-K initially filed on May 11, 2006).

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10.55 - Amendment No. 1 to Amended and Restated Stockholders’ Agreement of Mobile Satellite Ventures  GP Inc. (incorporated by reference to Exhibit 99.8 of the current report on Form 8-K initially filed on May 11, 2006). 

10.56** - Asset Purchase Agreement dated June 19, 2006 by and among Motient Communications Inc., Motient Holdings Inc., Motient Services Inc., and Motient License Inc., Geologic Solutions, Inc and Logo Acquisition Corporation.

23.1**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.2**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.3**	-	Consent of Ernst & Young LLP, Independent Auditors.
23.1**	-	Consent of General Counsel of Motient (included in Exhibit 5.1).
24.1**	-	Power of Attorney (included in signature page).

* Employment agreement.

**   Filed herewith.

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EX-5.1

EXHIBIT 5.1

July 25, 2006

Board of Directors
Motient Corporation
300 Knightsbridge Pkwy.
Lincolnshire, IL 60069

Ladies and Gentlemen:

I, Robert Macklin, in my capacity as general counsel of Motient Corporation, a Delaware corporation (the "Company"), issue this opinion in connection with its registration statement on Form S-3 (the "Registration Statement"), filed with the Securities and Exchange Commission and relating to the resale of 55,053,054 shares of the Company's common stock, par value $0.01 per share (the “Shares”), 7,069,391 shares of which may be issuable upon the exercise of various warrants that the Company has issued (the "Warrant Shares"). This opinion letter is furnished to enable Motient to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, I have examined copies of the following documents:

1	.	An executed copy of the Registration Statement.
2	.	The various un-exercised warrants to issue shares of the Company’s common stock, par value $0.01
per share, which are identified in the section of the Registration Statement entitles “Shares Eligible For Future Sale” (the “Warrants”).
3	.	The Restated Certificate of Incorporation of the Company, as in effect on the date hereof.
4	.	The Bylaws of the Company, as in effect on the date hereof.

In my examination of the aforesaid documents, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. I express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term "Delaware General Corporation Law, as amended" includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

Based upon, subject to and limited by the foregoing, I am of the opinion that, (1) the Shares are validly issued, fully paid, and nonassessable and, (2) upon exercise in accordance with the terms contained in the Warrants, the Warrant Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. I assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours, 

/s/ Robert L. Macklin 

Robert L. Macklin 

General Counsel and Secretary 

EX-10.56

Exhibit 10.56
 

Execution Copy           

ASSET PURCHASE AGREEMENT

BY

AND

AMONG

LOGO ACQUISITION CORPORATION

GEOLOGIC SOLUTIONS, INC.

MOTIENT COMMUNICATIONS INC.

MOTIENT LICENSE INC.

MOTIENT SERVICES INC.

MOTIENT HOLDINGS INC.

dated as of

June 19, 2006

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of June 19, 2006, by and among Logo Acquisition Corporation, a Delaware corporation (the “Purchaser”), GeoLogic Solutions, Inc., a Delaware corporation (“Logo Parent”), Motient Communications Inc., a Delaware corporation (“Communications”), Motient License Inc., a Delaware corporation (“License”), Motient Services Inc., a Delaware corporation (“Services”, and together with Communications and License, the “Seller Parties”), and Motient Holdings Inc., a Delaware corporation (“Parent”).

WHEREAS, Logo Parent owns, directly or indirectly, all of the issued and outstanding capital stock of the Purchaser.

WHEREAS, Parent owns, directly or indirectly, all of the issued and outstanding capital stock of the Seller Parties;

WHEREAS, the Seller Parties own or hold certain assets that are used in, or relate to, the provision of wireless data communications through the DataTAC network and iMotient Solutions platform (the “Business”);

WHEREAS, the Purchaser desires to purchase, and the Seller Parties desire to sell, the assets of the Business, and the Purchaser desires to assume the Assumed Liabilities (as hereinafter defined) all upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements, representations and warranties herein contained, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1         Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accounts Receivable”: As defined in Section 2.1(f).

“Affiliate”: With respect to a Person, any Person directly or indirectly, controlling, controlled by or under common control with the Person specified.

“Agreement”: As defined in the Preamble to this Agreement.

“Assigned Contracts”: As defined in Section 2.1(b).

“Assumed Liabilities”: As defined in Section 2.3.

“Bank Accounts”: As defined in Section 2.1(g).

1

“Business”: As defined in the Recitals to this Agreement.

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by Law to close.

“Closing”: The consummation of the Transaction on the Closing Date.

“Closing Date”: As defined in Section 2.6.

“Closing Specified Liabilities”: As defined in Section 2.9(d).

“Closing Specified Liabilities Amount”: As defined in Section 2.9(d).

“COBRA”: As defined in Section 5.4(e).

“Code”: The United States Internal Revenue Code of 1986, as amended.

“Communications”: As defined in the Preamble to this Agreement.

“Continuing Employees”: As defined in Section 5.4(a).

“Employment Offer Date”: As defined in Section 5.4(a).

“Escrow Accounts”: As defined in Section 2.9(b).

“Escrow Agent”: As defined in the Escrow Agreement.

“Escrow Agreement”: As defined in Section 2.7(a)(vi).

“Escrow Amounts”: As defined in Section 2.5(b).

“Excluded Assets”: As defined in Section 2.2.

“Excluded Marks”: As defined in Section 5.15.

“FCC”: As defined in Section 5.1.

“FCC Approval”: As defined in Section 5.1.

“Final Order”: As defined in Section 6.1(d).

“Formal Claim”: A claim, solely to the extent with respect to any General Liability alleged against any of the Seller Parties or Parent in an action, arbitration or other proceeding formally commenced, conducted or heard by or before, or otherwise involving, any Government Authority, arbitrator or mediator or any other claim that any of the Seller Parties or Parent reasonably believes, in good faith, could result in any such action, arbitration or other proceeding.

2

“FSA Participant”: Any Continuing Employee who, at the Closing, is a participant, and who maintains a positive account balance, in any Seller Party FSA.

“General Liabilities”: As defined in Section 2.9(c).

“General Liability Amount”: As defined in Section 2.9(b).

“General Liability Escrow Account”: As defined in Section 2.9(b).

“Government Authority”: Any Federal, state, municipal or local government, administrative or legislative body, governmental or regulatory agency or authority, bureau, commission, court, tribunal, judicial body, department or other instrumentality or other governmental entity of the United States or any foreign country.

“Intellectual Property”: As defined in Section 2.1(d).

“Laws”: Any applicable Federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, treaty, principle of common law or reported decision of any court of any Government Authority, including environmental laws.

“License”: As defined in the Preamble to this Agreement.

“Lien”: Any charge, claim, community property interest, condition, equitable interest, lien (including any Tax lien), mortgage, option, pledge, security interest, right of first refusal, easement, servitude, right of way, or other encumbrance or restriction of any kind, including any restrictions on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

“Lincolnshire Office”: The office space leased by Communications at 300 Knightsbridge Pkwy., Lincolnshire, IL 60069.

“Logo Parent”: As defined in the Preamble to this Agreement.

“Losses”: As defined in Section 8.1.

“Offered Employees”: As defined in Section 5.4(a).

“Parent”: As defined in the Preamble to this Agreement.

“Patent Assignment Agreement”: As defined in Section 2.7(a)(v)

“Patents”: Inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and patents, patent applications and disclosures, together with reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof.

“Permits”: As defined in Section 2.1(e).

3

“Person”: An individual, corporation, partnership, limited liability company, association, trust or other entity, organization or Government Authority.

“Purchase Price”: As defined in Section 2.5(a).

“Purchased Assets”: As defined in Section 2.1.

“Purchaser”: As defined in the Preamble to this Agreement.

“Purchaser FSA”: The flexible spending account for medical or dependent care expenses under the plan maintained by the Purchaser pursuant to Section 125 and Section 129 of the Code.

“Records”: As defined in Section 2.1(c).

“Remaining Escrow Amounts”: As defined in Section 2.9(e)(iv).

“Seller Parties”: As defined in the Preamble to this Agreement.

“Seller Party FSA”: Any flexible spending account for medical or dependent care expenses under a plan maintained by any of the Seller Parties pursuant to Section 125 and Section 129 of the Code.

“Services”: As defined in the Preamble to this Agreement.

“Specified Liabilities”: As defined in Section 2.9(c).

“Specified Liability Amount”: As defined in Section 2.9(a).

“Specified Liability Escrow Account”: As defined in Section 2.9(a).

“Sublease”: As defined in Section 2.7(a)(iv).

“Taxes”: All taxes, charges, fees, duties, levies or other assessments, including income, gross receipts, real and personal property, sales, use, franchise, excise, stamp, leasing, lease, use, transfer, employee’s income withholding, other withholding, unemployment and social security taxes, which are imposed by any Government Authority, and any interest, penalties or additions attributable thereto.

“Termination List”: As defined in Section 5.4(a).

“Transaction”: The purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities and the other transactions contemplated by this Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto.

“Transition Services Agreement”: As defined in Section 2.7(a)(iii).

“Transfer Taxes”: As defined in Section 5.4.

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ARTICLE II.

PURCHASE AND SALE OF ASSETS

Section 2.1         Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, each of the Seller Parties shall, and Parent shall cause each of the Seller Parties to, sell, convey, transfer, assign and deliver to the Purchaser all of the Seller Parties’ respective right, title and interest, as of the Closing, in and to all of the assets of each of the Seller Parties other than those assets that are Excluded Assets (the “Purchased Assets”), free and clear of all Liens, except for those Liens set forth on Schedule 3.7. The Purchased Assets shall include, but not be limited to, the following:

(a)          Tangible Assets. All tangible assets owned by the respective Seller Parties including, without limitation, all computers, host servers and related equipment, peripheral devices, office equipment and furnishings owned by the respective Seller Parties other than any such tangible assets set forth on Schedule 2.2;

(b)          Contracts. All rights, if any, of the respective Seller Parties under all contracts, leases, licenses and other agreements of the Seller Parties, or any portions thereof (the “Assigned Contracts”) other than any contract, lease, license or other agreement set forth on Schedule 2.2;

(c)          Books and Records. Except for materials relating exclusively to Excluded Assets, all books and records, files and papers, including personnel files, literature, graphic materials, mailing lists, pricing and information manuals, sales literature or other sales aids, computer data in the form it exists as of the Closing, customer lists and all other information relating to the Business, Purchased Assets or Assumed Liabilities or which are necessary for the Business other than any such materials set forth on Schedule 2.2;

(d)          Intellectual Property and Intangibles Assets. All right, title and interest of the Seller Parties in and to all intellectual property related primarily to or used primarily in the Business (collectively, the “Intellectual Property”), including, without limitation: (i) the Patents listed on Schedule 3.8(a); (ii) FCC Licenses; and (iii) goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions; provided, however, that Intellectual Property shall not include any Intellectual Property set forth on Schedule 2.2.

(e)          Permits. All of the permits and licenses of the Business (the “Permits”) other than the Permits set forth on Schedule 2.2;

(f)           Accounts Receivable. All accounts receivable of the Business as of the Closing (collectively, the “Accounts Receivable”);

(g)          Bank Accounts. All bank accounts of the Seller Parties other than those bank accounts set forth on Schedule 2.2 (the “Bank Accounts”); and

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(h)       Other. All claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment (including any such item relating to the payment of Taxes) related to the Business.

Section 2.2        Excluded Assets. The assets identified in Schedule 2.2 are collectively referred to as the “Excluded Assets.” All Excluded Assets shall be retained by the Seller Parties, and such assets are not Purchased Assets and are not to be assigned, transferred or conveyed to the Purchaser.

Section 2.3         Certain Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing the Purchaser will assume and agree to pay, perform and discharge any and all obligations and liabilities of the Seller Parties relating to or arising out of the Purchased Assets, in either case arising after the Closing Date, except for any liability or obligation of one or more Seller Parties set forth on Schedule 2.3 (collectively, such assumed liabilities, the “Assumed Liabilities”). The Purchaser does not assume, and shall not be liable for, any obligation or liability of one or more Seller Parties that are not Assumed Liabilities hereunder, including any liability or obligation relating to any Excluded Asset. Each of the Seller Parties agrees to pay, perform and discharge all its obligations that are not Assumed Liabilities hereunder.

Section 2.4        Assignment of Contracts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any rights or delegate any obligations under any contract, license, lease or other agreement, without obtaining any consents or providing any notification required under such contract, license, lease or agreement. With respect to the Assigned Contracts, the parties shall use their commercially reasonable efforts to obtain such consents on or prior to the Closing. If any such consent has not been obtained as of the Closing Date, the parties shall continue to use their commercially reasonable efforts to obtain such consent after the Closing. Pending the receipt of any such consents, the Seller Parties shall cooperate with the Purchaser in any commercially reasonable arrangement designed to provide for the Purchaser all of the benefits under all of the Assigned Contracts, and for the Purchaser to discharge the corresponding obligations. At the Purchaser’s request and expense, the Seller Parties shall take all commercially reasonable best efforts requested by the Purchaser to enforce, for the benefit of the Purchaser, any and all rights of the Seller Parties under any Assigned Contract. The Seller Parties agree to remit promptly, and to cause their Affiliates to remit promptly (but in no event later than three (3) Business Days after receipt), to the Purchaser all collections or payments received by them or their Affiliates in respect of all Assigned Contracts following the Closing Date, and shall hold all such collections or payments for the benefit of and in trust and as a fiduciary for and promptly pay the same over to, the Purchaser; provided however, that nothing herein shall create or provide any rights or benefits in or to third parties. In the event the Purchaser fails timely to pay any amount due, or discharge any other obligation, under any contract referred to in this section prior to obtaining the consent with respect thereto, the Seller Parties may, with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld), but shall not be required to, pay such amount or discharge such obligation, and the Purchaser shall indemnify and hold harmless the Seller Parties from and against any costs, expenses, liabilities or damages incurred by the Seller Parties in so doing, but only to the extent that the Seller Parties shall have complied with its obligations under this Section 2.4 to obtain the prior enter into arrangements providing to the Purchaser any benefits associated with the contract for which such payment or discharge is made.

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Section 2.5 Purchase Price.

(a)        In consideration for the sale, transfer and assignment by the Seller Parties of the Purchased Assets, the Purchaser shall: (i) assume the Assumed Liabilities and (ii) pay to the Seller Parties at Closing, in cash, the aggregate sum of One Dollar (US $1.00) (the “Purchase Price”).

(b)        At the Closing, the Seller Parties and the Parent shall deposit the General Liability Amount and the Specified Liability Amount (together, the “Escrow Amounts”) with the Escrow Agent by a wire transfer of immediately available funds to be held in accordance with the terms and conditions of the Escrow Agreement.

Section 2.6         Closing. The Closing shall take place at the offices of Andrews Kurth LLP, 450 Lexington Avenue, 15^th Floor, New York, NY, 10017, or such other location as the parties may select, as promptly as practicable and after the date on which the last of the conditions specified in Article VI has been satisfied or waived, or at such other time and place as the Purchaser and the Seller Parties may mutually agree (the “Closing Date”).

Section 2.7 Deliveries at Closing.

(a)        Deliveries by Seller Parties. At the Closing, the Seller Parties shall deliver to the Purchaser:

(i)         Executed counterparts of the: (a) Bill of Sale in the form of Exhibit A attached hereto and (b) Assignment and Assumption Agreement in the form of Exhibit B attached hereto;

(ii) The certificate referred to in Section 6.1(c);

(iii)        An executed counterpart of the Transition Services Agreement (the “Transition Services Agreement”) in a form reasonably acceptable to the Purchaser and the Seller Parties, pursuant to which the Seller Parties and the Purchaser shall each provide or cause to be provided certain transition services on request by the other on the terms set forth therein;

(iv)        An executed counterpart of the Sublease (the “Sublease”) in the form attached hereto as Exhibit C, pursuant to which Communications shall sublease a portion of the Lincolnshire Office to the Purchaser; and

(v)         An executed counterpart of the Patent Assignment Agreement (the “Patent Assignment Agreement”) in a form reasonably acceptable to the Purchaser and the Seller Parties, pursuant to which the Seller Parties shall assign all of the Patents contained in the Purchased Assets to the Purchaser; and

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(vi)         An executed counterpart of the escrow agreement related to the Specified Liability Escrow Account and the General Liability Escrow Account, respectively (the “Escrow Agreement”) in the form attached hereto as Exhibit D.

(b)          Deliveries by Purchaser. At the Closing, the Purchaser shall deliver to the Seller Parties:

(i) The Purchase Price in immediately available funds;

(ii)        Executed counterparts of the: (a) Bill of Sale and (b) Assignment and Assumption Agreement;

(iii)	The certificate referred to in Section 6.1(c);
(iv)	An executed counterpart of the Transition Services Agreement;
(v)	An executed counterpart of the Sublease;
(vi)	An executed counterpart of the Patent Assignment Agreement; and
(vii)	An executed counterpart of the Escrow Agreement.

Section 2.8        Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets in such manner as the Purchaser and the Seller Parties may mutually agree subject only to compliance with Section 1060 of the Code, and the regulations promulgated thereunder. The Purchaser shall provide the Seller Parties with the proposed allocation within a reasonable period of time not to exceed sixty (60) days following the Closing Date. The Seller Parties shall review such proposed allocation and comment thereon. The parties shall discuss any differences in their proposed allocations and try to agree on a final allocation. Provided the parties are able to agree on the allocation, Purchaser, Parent and the Seller Parties shall report the sale of the Purchased Assets for Tax purposes in accordance with such allocation, subject to proper adjustments for acquisition costs and selling expenses. Any payments made pursuant to Article VIII shall be treated by the parties as adjustments to the Purchase Price for all purposes.

Section 2.9 Escrow Arrangements.

(a)          Immediately prior to the Closing, the Seller Parties shall deposit into an escrow account the amounts set forth on Schedule 2.9(a) (the “Specified Liability EscrowAccount”), as adjusted pursuant to Section 2.9(d) (as adjusted, the “Specified Liability Amount”).

(b)          Additionally, the Seller Parties will deposit $4,000,000 (the “General Liability Amount”) into a separate escrow account (the “General Liability Escrow Account” and together with the Specified Liability Escrow Account, the “Escrow Accounts”).

(c)          The Escrow Accounts shall be available to satisfy (i) any liability set forth on Schedule 2.9(a) (the “Specified Liabilities”) and (ii) any liabilities of the Seller Parties that are not Assumed Liabilities (other than those set forth on Schedule 2.9(a)) and any rights of the Purchaser to indemnification under this Agreement (collectively, the “General Liabilities”), upon the terms and conditions set forth in this Section 2.9.

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(d)          No later than ten (10) Business Days prior to the anticipated Closing Date, the Seller Parties shall prepare and deliver to the Purchaser a statement (the “Closing Specified Liabilities Statement”) which shall set forth the Specified Liabilities as of immediately prior to the Closing, which statement shall be subject to the Purchaser’s review and comment and shall be agreed upon between the Purchaser and the Seller Parties prior to the Closing, such statement to be amended to reflect the agreed upon amounts of the Specified Liabilities (such agreed upon amounts, the “Closing Specified Liabilities”). The Closing Specified Liabilities Statement shall be prepared using a methodology that values each Specified Liability at 100% of the potential gross value of such liability (e.g., if the value of a Specified Liability is $1,000 but the expected settlement of such Specified Liability is $950, the amount to be put into the Specified Liability Escrow Account shall be $1,000). If any of the Closing Specified Liabilities are greater than the corresponding Specified Liability Amounts set forth on Schedule 2.9(a) in effect as of the date hereof, the Specified Liability Amount shall be increased by the amount of such difference.

(e)          Subject to the following requirements, the Escrow Amounts shall be disbursed as follows:

(i)           Upon the satisfaction in full of any Specified Liability (to the reasonable satisfaction of the Purchaser, based upon supporting documentation provided by the Seller Parties), the amount set forth on the Closing Specified Liabilities Statement opposite any such Closing Specified Liability shall be disbursed from the Specified Liability Escrow Account to the Seller Parties;

(ii)          Six (6) months following the Closing Date, an amount equal to 25% of (x) the remaining portion of the General Liability Amount less (y) the amount of any then unresolved Formal Claim, shall be disbursed from the General Liability Escrow Account to the Seller Parties;

(iii)        Twelve (12) months following the Closing Date, an amount equal to 25% of (x) the remaining portion of the General Liability Amount less (y) the amount of any then unresolved Formal Claim, shall be disbursed from the General Liability Escrow Account to the Seller Parties; and

(iv)         Eighteen (18) months following the Closing Date, any remaining portion of the General Liability Amount less the amount of any then unresolved Formal Claim, shall be disbursed from the General Liability Escrow Account to the Seller Parties. To the extent any amounts remain in the General Liability Escrow Account (the “Remaining Escrow Amounts”) after the time periods set forth in Sections 2.9(e)(ii), (iii) and (iv), subject to Section 2.9(f), the Remaining Escrow Amounts shall be disbursed to the Seller Parties upon the final resolution of any then outstanding Formal Claim (to the reasonable satisfaction of the Purchaser, based upon supporting documentation provided by the Seller Parties).

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(f)           With respect to any amounts retained in the General Liability Escrow Account in respect of a claim for indemnification by the Purchaser, upon resolution of any such claim, the amount resolved shall be disbursed to the Purchaser.

(g)          The Purchaser and the Seller Parties shall cooperate in good faith to ensure that the Escrow Amounts are distributed to the Seller Parties or the Purchaser, as the case may be, pursuant to the terms of this Section 2.9, whether through the preparation of joint written instructions to the Escrow Agent or otherwise.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER PARTIES

The Seller Parties and Parent, jointly and severally, represent and warrant to the Purchaser as follows:

Section 3.1         Organization and Qualifications. Each of Parent and each Seller Party is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Each Seller Party has the corporate power and authority to own the Purchased Assets and to carry on the Business as currently conducted by such Seller Party, except for any failure of a Seller Party to be so authorized that would not have a material adverse effect on such Seller Party or its ability to consummate the Transaction.

Section 3.2        Authorization, Binding Effect. Each of Parent and each Seller Party has the corporate power and authority to execute, deliver and perform this Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties and the consummation of the Transaction have been, and as of the Closing Date will be, duly authorized by all necessary corporate action on the part of Parent and the Seller Parties and no additional authorization (except as contemplated by Section 3.3) on the part of Parent or the Seller Parties is necessary in connection with the execution, delivery and performance of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent or the Seller Parties and the consummation of the Transaction. This Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties have been, or in the case of agreements, documents and contracts entered into as of the Closing Date will have been, duly executed and delivered by Parent and the Seller Parties and constitutes, or in the case of agreements, documents and contracts entered into as of the Closing Date will constitute, the legal, valid and binding obligation of Parent and each Seller Party, enforceable against Parent and such Seller Party in accordance with their terms and conditions, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar Laws of general application affecting the rights of creditors generally and applicable rules and principles of equity.

Section 3.3         Consents and Approvals. Except for consents with respect to the Assigned Contracts and the FCC Approval, no material consent, approval, waiver or authorization is required to be given or made by any Government Authority or other Person in connection with the execution, delivery and performance by the Seller Parties of this Agreement.

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Section 3.4         No Conflicts or Violations. Neither the execution and delivery of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent or any Seller Party nor the consummation by Parent or the Seller Parties of the Transaction do or will: (i) constitute a breach of or conflict with any provision of any Parent or Seller Party certificate of incorporation, bylaws or other organizational documents, (ii) violate any Laws or any judgment, order or decree of any Government Authority binding upon or affecting Parent or the Seller Parties or the Purchased Assets or to which the Purchased Assets are subject or (iii) result in the imposition of any Lien on the Purchased Assets, except in the case of this clause (iii) for immaterial Liens that will not materially and adversely affect the value of the Purchased Assets following the Closing Date.

Section 3.5        Assigned Contracts, Accounts Receivable. The Seller Parties have made available to the Purchaser copies of the Assigned Contracts. The Seller Parties make no representation or warranty as to whether the Assigned Contracts will be in effect and assigned on the Closing Date or that any such Assigned Contracts will remain in effect or will not be terminated as of or after the Closing. In addition, at Closing the Seller Parties shall assign to the Purchaser the Accounts Receivable, all of which are reflected properly on the books and records of the Seller Parties, are valid receivables subject to no setoffs or counterclaims, and are current and collectible.

Section 3.6        Brokers’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Seller Parties who is entitled to any fee or commission in connection with the Transaction.

Section 3.7        Assets of the Business. The Seller Parties (and not any third party or Affiliate of any Seller Party) are the beneficial owner of the Purchased Assets, other than the leased Purchased Assets, and have (and at the Closing the Purchaser will receive) good and marketable title to such Purchased Assets, or, in the case of leased Purchased Assets, valid and enforceable rights to use such Purchased Assets, free and clear of all Liens, except as set forth on Schedule 3.7. The Seller Parties do not own or lease any assets other than those used in the operation of the Business.

Section 3.8         Patents. Schedule 3.8(a) contains a complete and accurate list and summary description of all Patents of the Seller Parties or any of their Affiliates used in connection with the Business. Except as set forth on Schedule 3.8(b), (i) the Seller Parties own all such Patents; (ii) the Seller Parties’ conduct of the Business as currently conducted does not infringe or violate the intellectual property of any other Person and the Seller Parties have not received any written allegation of the same; (iii) all such Patents are unexpired and subsisting, and have not been abandoned or cancelled; and (iv) the execution, delivery and performance of this Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto will not impair the Purchaser’s use of such Patents after the Closing Date as currently used.

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Section 3.9         Purchased Assets. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS ARTICLE III, THE PURCHASED ASSETS ARE SOLD AND TRANSFERRED AS-IS WHERE-IS WITHOUT ANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. EXCEPT AS SET FORTH IN SECTION 3.5, THE SELLER PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE ACCOUNTS RECEIVABLE WILL BE COLLECTIBLE.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Section 4.1         Organization and Qualification. Each of Logo Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation.

Section 4.2        Authorization, Binding Effect. Each of Logo Parent and the Purchaser has the corporate power and authority to execute, deliver and perform this Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto by the Purchaser and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Logo Parent and the Purchaser and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of Logo Parent and the Purchaser and no additional authorization on the part of Logo Parent or the Purchaser is necessary in connection with the execution, delivery and performance of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Logo Parent or the Purchaser and the consummation of the Transaction. This Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto by Logo Parent and the Purchaser have been duly executed and delivered by Logo Parent and the Purchaser and constitute the legal, valid and binding obligations of Logo Parent and the Purchaser, enforceable against it in accordance with their terms and conditions subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar Laws of general application affecting the rights of creditors generally and applicable rules and principles of equity.

Section 4.3         No Conflicts or Violations. Neither the execution, delivery and performance of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by the Purchaser nor the consummation by Logo Parent or the Purchaser of the Transaction will: (i) constitute breach of or conflict with any provision of the certificate of incorporation, bylaws or other organizational documents of Logo Parent or the Purchaser, or (ii) violate or result in a breach of, or constitute a default under, any Laws or any judgment, order or decree of any Government Authority binding upon or affecting Logo Parent or the Purchaser.

Section 4.4        Brokers’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Purchaser who is entitled to any fee or commission in connection with the Transaction.

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ARTICLE V.

COVENANTS

Section 5.1         FCC Approval. The parties shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of the Federal Communications Commission (the “FCC”) which may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement (the “FCC Approval”). Each party will use commercially reasonable efforts to obtain, or assist the other party in obtaining, all such authorizations, approvals and consents, including without limitation using commercially reasonable efforts to supply as promptly as practicable any additional information and documentary material that may be requested by the FCC. Each party shall, in connection with its obligation to use commercially reasonable efforts to obtain, or assist the other party in obtaining, all such requisite authorizations, approvals or consents, use commercially reasonable efforts to: (i) cooperate in all reasonable respects with the other party in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) promptly inform the other party of any communication received by such party from the FCC or given by such party to the FCC, (iii) permit the other party, or the other party’s legal counsel, to review any material communication given by it to the FCC and consult with the other party in advance of any material meeting or conference with the FCC, and (iv) give the other party the opportunity to attend and participate in such meetings and conferences. Each party further agrees that all joint filings of the Purchaser and any Seller Party or Parent with the FCC shall be prepared by the Purchaser and, with respect to filings with the FCC that are not joint filings, the Purchaser shall have the right to review, comment on, and approve in advance drafts of all communications, petitions, applications or other filings made or prepared by any of the Seller Parties or Parent in connection with obtaining the requisite FCC Approval required under regulatory Law for the Transaction.

Section 5.2         Commercially Reasonable Efforts. The parties shall each cooperate with each other and use their respective commercially reasonable efforts to promptly take or cause to be taken all necessary actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto and applicable Laws to consummate and make effective the Transaction as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents.

Section 5.3        Deposit of Cash. As of the Closing, the Bank Accounts, collectively, shall have an aggregate balance not less than $1,250,000 plus an amount equal to the accrued paid time off as of the Closing Date, plus an amount equal to the outstanding checks as of the Closing Date, plus, solely with respect to the Purchased Assets, an amount equal to the prepaid site lease rent and the prepaid insurance as of March 31, 2006, as set forth on Schedule 5.3.

Section 5.4 Employees.

(a)          Not later than thirty (30) days after executing this Agreement, the Purchaser shall

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tender to the employees it desires to retain (the "Offered Employees”), a written offer of employment (the date of such written offer, the “Employment Offer Date”), which shall be subject to: (i) the Closing occurring, (ii) the Offered Employee being an active employee in good standing of the respective Seller Party as of the Closing Date, and (iii) the Purchaser’s customary pre-employment screening process and standard terms and conditions of employment. Each Offered Employee shall have at least ten (10) Business Days in which to accept or reject the Purchaser’s offer of employment. An Offered Employee who accepts the Purchaser’s offer of employment (each, a “Continuing Employee”) in writing shall, subject to the conditions set forth above, become an employee of the Purchaser as of the Closing Date. Notwithstanding anything conta ined herein to the contrary, the Continuing Employees shall be “employees at will” and nothing in this Article V shall limit the ability of the Purchaser to terminate the employment of any Continuing Employee or to revise or terminate any employee benefit plan, program or policy from time to time. Within five (5) days of the Employment Offer Date, the respective Seller Party shall deliver to the Purchaser a list of personnel whose services are no longer required by such Seller Party (the “Termination List”). Not earlier than three (3) days after delivery of the Termination List, the respective Seller Party may terminate the employment of any individuals set forth on the Termination List.

(b)          The Seller Parties will retain responsibility for and continue to pay all hospital, medical, life insurance, disability and other welfare benefit plan expenses and benefits for each Continuing Employee with respect to claims incurred by such Continuing Employee or such Continuing Employee’s covered dependents prior to the Closing. All welfare benefit plan expenses and benefits with respect to claims incurred by any Continuing Employee on or after the Closing Date shall be the Purchaser’s responsibility in accordance with the terms of any applicable welfare benefit plan maintained by the Purchaser for the Continuing Employees. With respect to any group health plan, except as provided in Section 5.4(g), a claim is deemed incurred when the services giving rise to the claim were performed. The Continuing Employees and their eligible dependents who were participants in the Seller Parties group health and other welfare benefits immediately prior to the Closing shall become participants in the group medical and welfare benefits offered by the Purchaser as of the Closing Date, subject to the Transition Services Agreement. The Continuing Employees and their eligible dependents shall not be subject to any pre-existing condition limitations and amounts paid by the Continuing Employees toward deductibles and co-payments under the Seller Parties’ group health plans shall be counted toward meeting any similar deductible and co-payment limitations under the Purchaser’s group health plans. The Purchaser shall recognize all service credited to the Continuing Employees on the Seller Parties’ records for purposes of eligibility for benefits and vesting under the Purchaser’s benefit plans and programs, to the same extent as recognized by the Seller Parties’ applicable plans. Additionally, the Purchaser shall, for a period of one (1) year after the Closing Date, adhere to the severance policy applicable to each Continuing Employee as set forth on Schedule 5.4(b); provided that the Purchaser will provide severance pay only in the event of a qualifying termination of employment after the Closing that results in no less severance pay than provided under the Seller Parties’ severance policy. For the avoidance of doubt, no Continuing Employee will be considered terminated and no Continuing Employee will be eligible for any severance pay, if such employee’s employment is terminated by the Seller Parties as a result of the transactions contemplated by this Agreement and is offered employment by the Purchaser.

(c)          As of the Closing Date, the Purchaser shall assume liability for the Seller Parties’ obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including the obligation, if any, to provide notice and continuation of coverage to any covered employee or qualified beneficiary (as such terms are defined in section 4980(f) of the Code) who is a Continuing Employee or has a qualifying event (as defined in Section 4980(f) of the Code) incident to the transactions contemplated by this Agreement.

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(d)          The Seller Parties shall 100% vest or cause to be 100% vested, as of the Closing Date, the accounts under the Seller Parties’ 401(k) plans for each Continuing Employee. The Seller Parties shall make their employer matching contribution to the Seller Parties’ 401(k) plans at the Closing at a value equal to the pro-rata portion of the quarterly employer matching contribution for the period of time since the first day of the quarter during which the Closing occurs through the Closing Date. Each Continuing Employee who is a participant in any of the Seller Parties’ 401(k) plans shall be given the opportunity to receive a distribution upon severance from employment with the Seller Parties, subject to and in accordance with the provisions of such plan and applicable Law. Notwithstanding anything in this Agreement to the contrary, each Continuing Employee who is eligible to participate in any of the Seller Parties’ 401(k) plans will become eligible to participate in the Purchaser’s 401(k) plan as soon as reasonably practicable after the Closing Date, and the Purchaser’s 401(k) plan will accept rollover contributions from the Seller Parties’ 401(k) plans subject to receipt of appropriate documentation that such rollover is an eligible rollover distribution within the meaning of section 402(d)(4). To the extent that any Continuing Employee has a loan outstanding from the Seller Parties’ 401(k) plans, which loan is not in default as of the Closing Date, and such Continuing Employee elects to rollover his or her entire account balance by direct rollover to the Purchaser’s 401(k) plan, the Seller Parties’ 401(k) plans shall assign such loans to the Purchaser’s 401(k) plan, and the Purchaser’s 401(k) plan shall accept a direct rollover of such loans, subject to and in accordance with the provisions of Purchaser’s 401(k) plan and applicable Laws. Until the transfer to the Purchaser’s 401(k) plan occurs, the Seller Parties and the Purchaser shall cooperate to take such steps as may be necessary to permit Continuing Employees with outstanding loans from the Seller Parties’ 401(k) plans to make timely payments to service such loans and avoid default thereunder.

(e)          On the date immediately prior to the commencement of each Continuing Employee’s participation in the Purchaser FSA, (i) the Purchaser shall credit the account of such FSA Participant under the Purchaser FSA with an amount equal to the balance, if any, of such Continuing Employee’s FSA account under the applicable Seller Party FSA, and (ii) the Seller Parties shall transfer to the Purchaser cash in the amount equal to all positive account balances, if any, of the Continuing Employees who are FSA participants in the Seller Parties FSA. With respect to any accounts so transferred, the Purchaser FSA shall be responsible for payment of any claims (according to the terms of the Purchaser FSA) submitted on or after the Closing Date regardless of when such claim was incurred.

Section 5.5        Transfer Taxes. All federal, state or local transfer Taxes including excise, sales, use, stamp, documentary, filing, recordation, notarial and other Taxes and fees that may be imposed or assessed as a result of or in order to effectuate the sale, assignment, conveyance or transfer of any Purchased Asset (the “Transfer Taxes”), shall be borne equally by the Purchaser, on the one hand, and Parent and the Seller Parties, on the other hand, and shall be paid, when due, directly to the relevant Government Authority.

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Section 5.6        Further Assurances. From time to time after the Closing Date and without further consideration, each of the parties hereto shall promptly execute, acknowledge and deliver such other documents and instruments of conveyance and transfer reasonably requested by the other party to satisfy such party’s obligations hereunder or to obtain the benefits of the transactions contemplated hereby at no additional cost to such other party. The Seller Parties shall deliver and pay over to the Purchaser within three (3) Business Days of receipt thereof any cash or other property received with respect to the Business (except to the extent relating exclusively to the Excluded Assets) into any bank accounts of the Seller Parties or any of their Affiliates that are not Bank Accounts.

Section 5.7       Assigned Contracts. The Seller Parties shall use reasonable efforts to continue to keep all Assigned Contracts that are in force on the date of this Agreement in full force and effect until Closing and shall not commit any breach thereof. In the event the Seller Parties have knowledge of any act or omission of any other party to an Assigned Contract which constitutes or would, with notice and/or the passage of time, constitute a breach thereof by such other party, the Seller Parties shall give prompt written notice thereof to the Purchaser.

Section 5.8       Preservation of Records. The Purchaser agrees to hold all of the Records existing on the Closing Date and to not destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by Law, and to afford Parent, its accountants and counsel, during normal business hours, upon reasonable prior written notice, full access to such Records to the extent that such access may be requested for any legitimate purpose, at no cost to Parent or the Seller Parties. Parent and the Seller Parties agree to hold all of the records relating to the Business (other than the Records) existing on the Closing Date and to not destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by Law, and to afford the Purchaser, its accountants and counsel, during normal business hours, upon reasonable prior written notice, full access to such records to the extent that such access may be requested for any legitimate purpose, at no cost to the Purchaser.

Section 5.9 Conduct of Business Before the Closing Date.

(a)          Without the prior written consent of the Purchaser, between the date hereof and the Closing Date, Parent shall not, and Parent shall cause any Affiliate (including the Seller Parties) not to, with respect to the Business: (i) make any material change in Parent’s or the Seller Parties’ conduct of the Business or enter into, amend or terminate (other than expirations in accordance with their terms) any material contract (including any contract with AT&T); (ii) make any sale, assignment, transfer or other conveyance of its material assets, properties or rights other than with respect to an Excluded Asset; (iii) insure or incur any indebtedness or subject any of its assets, properties or rights or any part thereof, to any Lien, or fail to discharge or satisfy any Lien or pay or satisfy any material obligation or liability (whether absolute, accrued, contingent or otherwise) or waive or amend any material right, except as set forth on Schedule 3.7; (iv) acquire any Person (whether by stock sale, merger or asset acquisition) or any material assets or properties; (v) enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance, bonus or material consulting agreement, grant any general increase in the compensation of officers

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or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any Offered Employee or terminate without cause the employment of any employee; provided, however, the Parent and/or the Seller Parties may terminate, without cause, any employee who is not an Offered Employee as of the Employment Offer Date; (vi) make or commit to make any capital expenditure; (vii) pay, lend or advance any amount to, or sell, transfer or lease any properties or assets that will be Purchased Assets to, or enter into any agreement or arrangement related to any Purchased Asset or Assumed Liability with, any Affiliate; (viii) change or make any material election in respect of Tax, adopt or change any accounting method in respect of Tax, file any material amendment to a Tax Return, settle any claim or assessment in respect of Tax, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Tax; (ix) settle, release or forgive any material claim or action or waive any right thereto; (x) take any action in contravention of or that otherwise interferes or causes disruption to the Purchaser’s rights under this Agreement; or (xi) commit to do any of the foregoing. Notwithstanding anything in this Section 5.9(a) to the contrary, (i) during the period from the date of this Agreement to the Closing, the Seller Parties shall not, and shall cause their Affiliates not to, alter the policies or procedures relating to the maintenance of working capital balances and cash management of the Business, including with respect to the collection of receivables, the payment of payables and accrued expenses, and the procurement of prepaid services and (ii) the Purchaser and its Affiliates have no obligation to pay any accounts payable (whether current or past due) to the Seller Parties.

(b)          From the date hereof through the Closing Date, Parent shall use its commercially reasonable efforts, and cause any Affiliate (including the Seller Parties) thereof, with respect to the Business to: (i) keep available the services of the Offered Employees consistent with past practice; (ii) maintain the relationship with the customers and suppliers of the Business; and (iii) continue to conduct the Business in the ordinary course consistent with past practice, subject to the restrictions set forth in the following sentence. Notwithstanding the foregoing, Parent shall, and shall cause any Affiliate (including the Seller Parties) to, take no further actions (x) to terminate any lease for any terrestrial network tower that is an Assigned Contract or to modify any such lease in any manner adverse to the Business or (y) that would result in (1) denigration of current service or coverage levels on the DataTAC network (except for the accelerated plan to reduce the number of terrestrial network towers to approximately 240 towers), or (2) disruption to or reduction in the service levels of the distribution of Cingular GPRS services or the network hosting and management services being provided to the Purchaser by the Seller Parties.

(c)          From the date hereof through the Closing Date, Parent shall not, and Parent shall cause any Affiliate (including the Seller Parties) not to, directly or indirectly, solicit, discuss, encourage or accept any offers from any third party, employee or Affiliate, for the purpose of consummating a sale of the Business, its assets or any interest therein whether through a stock sale, merger, sale of assets or other transaction. If, prior to the Closing Date, Parent or any Affiliate receives an offer to purchase the Business, its assets or any interest therein, Parent shall promptly inform the Purchaser of the material terms and conditions thereof, immediately inform the third party that Parent and its Affiliates are bound by the exclusivity provisions of this Section 5.9(c) and have no further contact with such third party.

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Section 5.10      Access to Properties and Records. Parent shall, and shall cause its Affiliates (including the Seller Parties) to, afford to the Purchaser, and to the accountants, counsel, advisors, potential financing sources and representatives of the Purchaser, reasonable access during normal business hours throughout the period prior to the Closing Date to all properties, assets, books, contracts, Offered Employees, customers, suppliers, agents, files and books and records of the Business and, during such period, shall furnish promptly to the Purchaser all other information concerning the Business as the Purchaser may reasonably request. Following the Closing, to the extent the Purchaser reasonably requests, Parent shall, and shall cause its Affiliates (including the Seller Parties) to, provide the Purchaser and its representatives with access to any books and records of the Business in Parent or its Affiliates’ possession concerning periods

Section 5.11 Covenant Not to Compete.

(a)          For a period of one (1) year following the Closing Date, Parent shall not, and shall not permit any of its Affiliates to: (i) tortiously interfere with the Purchaser’s business relationships with respect to the Business as conducted by the Purchaser and (ii) operate a mobile virtual network operator (MVNO) business.

(b)          For a period of one (1) year following the Closing Date, Parent shall not, and shall not permit any of its Affiliates to, directly or indirectly, encourage, induce, attempt to induce, solicit or attempt to solicit, any Continuing Employee to terminate his or her relationship with the Purchaser;

(c)          The Seller Parties and Parent acknowledges that the remedy at Law for breach of the provisions of this Section 5.11 shall be inadequate and that, in addition to any other remedy the Purchaser may have, it shall be entitled to an injunction restraining any breach or threatened breach, without any bond or other security being required and without the necessity of showing actual damages. If any court construes the covenants in this Section 5.11, or any part of this Section 5.11 to be unenforceable in any respect, the court may reduce the duration or area to the extent necessary so that the provision is enforceable, and the provision, as reduced, shall then be enforced.

Section 5.12      Confidentiality. The Seller Parties and Parent acknowledge that they possess confidential information about the Business, and, following the Closing, shall, and shall cause all of their respective Affiliates to, hold all information concerning the Purchaser and the Business strictly confidential and shall not disclose such information to any Person nor use such information in any way; provided, however, that this shall not apply to information that is required to be disclosed by Law or court order (so long as the Purchaser is given notice and an opportunity to intervene prior to such disclosure), is or becomes publicly available (or is disclosed to a Seller Party or Parent) by a Person who is not under a duty of confidentiality to the Purchaser.

Section 5.13      Rights to Purchased Assets. From and after the Closing, the Purchaser shall have the right and authority to collect all accounts receivable of the Business and other related items and to endorse with the name of any Seller Party or any Affiliate thereof any checks or drafts received with respect to any accounts receivable as it solely relates to the conduct of the Business or such other related items, to the extent any such checks, drafts or accounts receivable are in the name of a Seller Party or any Affiliate thereof.

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Section 5.14      Tax Records. Parent will cooperate with the Purchaser and the Purchaser’s agents to provide the Purchaser with adequate payroll Tax records required by federal and state agencies necessary for the Purchaser to optimize federal and state payroll Tax Law relating to successor-in-interest transactions, including the transactions contemplated herein.

Section 5.15      Use of Excluded Marks. As promptly as practicable after the Closing Date, and in no event later than twelve (12) months after the Closing Date, the Purchaser shall destroy or exhaust all materials bearing any trademarks, service marks, trade names, domain names, business names, brand names and logos that constitute an Excluded Asset (collectively, the “Excluded Marks”). During this twelve (12) month period, the Purchaser may use any Excluded Mark in connection with transitioning the Business from the Seller Parties to the Purchaser. Each Seller Party and Parent hereby grants the Purchaser a limited, royalty free license to continue to use the Excluded Marks as provided in this Section 5.15.

ARTICLE VI.

CONDITIONS TO CLOSING

Section 6.1         Conditions to the Obligations of Purchaser. The obligation of the Purchaser to effect the Closing is subject to the satisfaction (or waiver by the Purchaser) prior to the Closing of the following conditions:

(a)          Representations and Warranties. The representations and warranties of the Seller Parties contained herein shall have been true and correct when made and as of the Closing, as if made as of the Closing Date (except that representations and warranties that are made as of a specific date need be true and correct in all material respects only as of such date);

(b)          Covenants. The covenants and agreements of the Seller Parties to be performed on or prior to the Closing shall have been duly performed in all material respects, except for the covenants and agreements contained in Section 5.3 which shall have been duly performed in all respects;

(c)          Closing Certificate. The Seller Parties shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified in Sections 6.1(a) and 6.1 (b) has been satisfied;

(d)          FCC Approvals. All necessary FCC approvals shall have been obtained without the imposition on the Purchaser of any material adverse conditions and such approvals shall have become Final Orders and shall be in full force and effect, provided that the Purchaser may waive the condition that the approvals have become Final Orders. For the purpose of this Agreement, “Final Order” means an action by the FCC that has not been reversed, stayed, enjoined, set aside, annulled or suspended within forty (40) days after being obtained;

(e)          Third Party Consents. The Seller Parties shall have obtained consents to the consummation of the Transaction with respect to the agreements identified on Schedule 6.1(e);

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(f)           Escrow Amounts. The Seller Parties shall have deposited the Escrow Amounts into the Escrow Accounts;

(g)          AT&T Contract. Prior to the Closing, the Purchaser shall have entered into a new contract with AT&T or any similar communications provider for the provision of base station connectivity, customer connectivity, backhaul capability and ingress/egress to the public internet services, on terms and conditions that are reasonably acceptable to the Purchaser; and

(h)          Closing Deliveries. Each document required to be delivered pursuant to Section 2.7(a) must have been delivered.

Section 6.2           Conditions to the Obligations of the Seller Parties. The obligation of the Seller Parties to effect the Closing is subject to the satisfaction (or waiver by the Seller Parties) prior to the Closing of the following conditions:

(a)          Representations and Warranties. The representations and warranties of the Purchaser contained herein shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing, as if made as of the Closing Date (except that representations and warranties that are made as of a specific date need be true and correct in all material respects only as of such date);

(b)          Covenants. The covenants and agreements of the Purchaser to be performed on or prior to the Closing shall have been duly performed in all material respects;

(c)          Closing Certificate. The Purchaser shall have delivered to the Seller Parties a certificate to the effect that each of the conditions specified in Sections 6.2(a) and 6.2 (b) has been satisfied;

(d)          FCC Approval. All necessary FCC approvals shall have been obtained without the imposition on the Seller Parties of any material adverse conditions and shall be in full force and effect; and

(e)          Closing Deliveries. Each document required to be delivered pursuant to Section 2.7(b) must have been delivered.

ARTICLE VII.

TERMINATION

Section 7.1        Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual written consent executed by the parties hereto;

(b)        by the Purchaser if there is a material breach of any representation, warranty or covenant of the Seller Parties set forth in this Agreement, which material breach has not been cured within thirty (30) days following receipt by the Seller Parties of written notice of such material breach;

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(c)       by the Seller Parties if there is a material breach of any representation, warranty or covenant of the Purchaser set forth in this Agreement, which material breach has not been cured within thirty (30) days following receipt by the Purchaser of written notice of such material breach; and

(d)       by the Seller Parties or the Purchaser in the event the Closing has not occurred on or prior to one-hundred eighty (180) days from date of this Agreement, for any reason other than delay or nonperformance of the Seller Parties (if the Seller Parties are seeking such termination) or of the Purchaser (if the Purchaser is seeking such termination); provided, however, that if any FCC Approval is not obtained on or before one-hundred eighty (180) days after the date of this Agreement the parties agree to an automatic sixty (60) day extension of such period so long as the failure to obtain any such FCC Approval is not due to either or both of the Purchaser’s, on the one hand, or Parent’s or the Seller Parties’, on the other hand, failure to comply with their respective obligations pursuant to this Agreement.

Section 7.2        Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.1 hereof, this Agreement shall thereafter become null and void and have no effect, without any liability on the part of any party or its partners, directors, officers or shareholders, other than the provisions of this Section 7.2 and Articles VIII and IX; provided, however, that nothing contained in this Section 7.2 shall relieve any party from liability for any breach or violation of this Agreement.

ARTICLE VIII.

REMEDIES

Section 8.1        Indemnification by Seller. Except as otherwise expressly provided in this Article VIII, the Seller Parties and Parent shall jointly and severally indemnify and hold harmless the Purchaser from and against any losses, damages, liabilities, claims, demands, penalties, assessments, judgments, settlements, costs or expenses (including reasonable attorneys’ fees) (“Losses”) incurred by the Purchaser relating to, resulting from or arising out of, or any allegation of, the following:

(a)       any inaccuracy in any representation or warranty of the Seller Parties set forth in this Agreement or any certificate delivered pursuant to Section 6.1; or

(b)       any breach or non fulfillment of any covenant, agreement or other obligation of Parent or the Seller Parties set forth in this Agreement; or

(c) any liability which is not Assumed Liability.

Section 8.2         Indemnification by Purchaser. Except as otherwise expressly provided in this Article VIII, the Purchaser agrees to, indemnify and hold harmless the Seller Parties from and against any Losses relating to, resulting from or arising out of, or any allegation of, the following:

(a)        any inaccuracy in any representation or warranty of Logo Parent or the Purchaser set forth in this Agreement or any certificate delivered pursuant to Section 6.2;

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(b)       any breach or nonfulfillment of any covenant, agreement or other obligation of the Purchaser set forth in this Agreement; or

(c) any Assumed Liability.

Section 8.3        Survival of Representations, Warranties and Covenants. The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing but shall terminate and be of no further force or effect upon the expiration of one (1) year after the Closing Date, except to the extent that notice of a claim is asserted in writing and delivered to it prior to the termination of the survival period in which case such representation or warranty shall survive solely in connection with such claim until such time as such claim is resolved in accordance with the terms of this Article VIII. The covenants and other agreements set forth in this Agreement shall survive in accordance with their respective terms.

Section 8.4        Logo Parent Guarantee. Logo Parent hereby guarantees the performance of the indemnification obligations of the Purchaser under Section 8.2. In the event that, following the Purchaser’s receipt of written notice from the Seller Parties of the Purchaser’s failure to satisfy any indemnification obligation under Section 8.2, the Purchaser fails to perform its indemnification obligation to the Seller Parties within a reasonable period of time, which period shall be, in no event, greater than twenty (20) Business Days following Purchaser’s receipt of such written notice, Logo Parent shall, on demand from the Seller Parties, perform such obligation in accordance with the terms hereof. The Seller Parties shall not be required to institute suit against the Purchaser in order to enforce the performance by Logo Parent of the indemnification obligations of the Purchaser under Section 8.2. Logo Parent shall have any of the rights and defenses available to the Purchaser under this Article VIII.

ARTICLE IX.

MISCELLANEOUS

Section 9.1        Public Announcements. Except as may be required by applicable Law, no party hereto shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby, without prior consultation with the other parties as to the timing and contents of any such announcement or communications; provided, however, that nothing contained herein shall prevent any party from promptly making all filings with any Government Entity or disclosures required by the rules of the stock exchange, if any, on which such party’s capital stock is listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto or the consummation of the Transaction. Notwithstanding the foregoing, after the initial announcement of the Transaction by the Purchaser and the Seller Parties, each of the Purchaser, on the one hand, and the Seller Parties, on the other hand, may issue further press releases, tombstones and similar announcements without the consent of the other party; provided that such announcement contains solely information that is consistent with the information contained in the initial announcement.

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Section 9.2        Entire Agreement; Assignment. This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. Neither party shall assign this Agreement or its rights or obligations hereunder by operation of law or otherwise; provided that Parent and the Seller Parties acknowledge and agree that the Purchaser may without the consent of Parent or the Seller Parties (i) assign its rights and obligations under this Agreement to one or more Affiliates; provided, however , that no such assignment shall relieve the Purchaser of its obligations under this Agreement, (ii) make a collateral assignment of any rights or benefits hereunder to any lender, or (iii) assign any or all of its rights, interests or obligations hereunder in connection with any sale of the Purchaser or all or substantially all of the assets of the Purchaser. Any attempted assignment in violation of this Section 9.2 by any party hereto shall be null and void.

Section 9.3        Amendment and Modification. This Agreement may be amended, modified, terminated, rescinded or supplemented only by written agreement of the parties hereto.

Section 9.4         Waiver; Consents. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived by the party affected thereby only by a written instrument signed by the party granting such waiver. No waiver, or failure to insist upon strict compliance, by any party of any condition or any breach of any obligation, term, covenant, representation, warranty or agreement contained in this Agreement, in any one or more instances, shall be construed to be a waiver of, or estoppels with respect to, any other condition or any other breach of the same or any other obligation, term, covenant, representation, warranty or agreement. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver.

Section 9.5         Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by cable, telecopy or telex, or by registered or certified mail (postage prepaid, return receipt requested), to the respective parties as follows:

if to the Seller Parties and/or Parent:

Motient Corporation

300 Knightsbridge Parkway

Lincolnshire, IL 60069

Attn: Christopher Downie

Facsimile: (847) 478-4810

with a copy (which shall not constitute notice) to:

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Attn: William Mark Young, Esq.

Facsimile: (713) 238-7111

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if to the Purchaser and/or Logo Parent:

Logo Acquisition Corporation

c/o Platinum Equity Advisors, LLC

360 N. Crescent Drive, South Building

Beverly Hills, California 90210

Attention: Eva M. Kalawski, Esq.

Facsimile: (310) 712-1863

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

633 West Fifth Street, Suite 4000

Los Angeles, California 90071

Attention: Paul D. Tosetti, Esq.

                   Jeffrey L. Kateman, Esq.

Facsimile: (213) 891-8763

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above; provided that notice of any change of address shall be effective only upon receipt thereof.

Section 9.6        Governing Law. This Agreement and all claims arising out of or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without reference to conflicts of Law rules thereof.

Section 9.7        Jurisdiction and Venue. Any process against the Purchaser, Parent or the Seller Parties in, or in connection with, any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement may be served personally or by certified mail at the address set forth in Section 9.5 with the same effect as though served on it personally. The Purchaser, Parent and the Seller Parties hereby irrevocably submit in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York or any court of the State of New York located in Manhattan and irrevocably waive any and all objections to jurisdiction and review or venue that each may have under the Laws of New York or the United States.

Section 9.8        Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Unless an original is required under applicable Law, a facsimile signature page shall be deemed an original.

Section 9.9        Expenses. Except as otherwise set forth herein, each party to this Agreement shall pay all fees and expenses incurred by it in connection with this Agreement and the transactions contemplated by this Agreement.

Section 9.10      Interpretation. Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural

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number shall extend to and include the singular and all words in any gender shall extend to and include all genders. The word “or” is not exclusive and the words “include” and “including” are not limiting. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. The terms “dollars” and “$” mean United States dollars. All references to contracts, agreements, leases or other understandings or arrangements shall refer to oral as well as written matters. Any definition of or reference to any Law, agreement, instrument or other document herein will be construed as referring to such Law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified. Any definition of or reference to any statute will be construed as referring also to any rules and regulations promulgated thereunder. Unless expressly provided otherwise, all references to Exhibits, Schedules, Articles and Sections herein shall refer to Exhibits, Schedules, Articles and Sections of this Agreement. The table of contents and article and section headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

Section 9.11      Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected and there shall be deemed substituted for the provision or provisions at issue a valid, legal and enforceable provision as similar as possible to the provision at issue so as reasonably to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

Section 9.12      No Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties to this Agreement and their successors and permitted assigns any rights, benefits or remedies of any nature whatsoever under, or by reason of, this Agreement. No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Purchaser, Logo Parent, Parent and the Seller Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements of the Purchaser, Logo Parent, Parent or the Seller Parties contained in this Agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LOGO ACQUISITION CORPORATION

By:/s/ Eva M. Kalawski                                             

Name: Eva M. Kalawski

Title: Vice President and Secretary

GEOLOGIC SOLUTIONS, INC.

By:/s/ Eva M. Kalawski                                             

Name: Eva M. Kalawski

Title: Vice President and Secretary

MOTIENT COMMUNICATIONS INC.

By:	/s/ Christopher W. Downie
	Name: Christopher W. Downie
	Title: Executive Vice President and Chief
		Operating Officer

MOTIENT LICENSES INC.

By:	/s/ Christopher W. Downie
	Name: Christopher W. Downie
	Title: Executive Vice President and Chief
		Operating Officer

MOTIENT SERVICES INC.

By:	/s/ Christopher W. Downie
	Name: Christopher W. Downie
	Title: Executive Vice President and Chief
		Operating Officer

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MOTIENT HOLDINGS INC.

By:	/s/ Christopher W. Downie
	Name: Christopher W. Downie
	Title: Executive Vice President and Chief
		Operating Officer

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Exhibit A

BILL OF SALE

______, 2006

Pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of June 19, 2006, by and among Logo Acquisition Corporation, a Delaware corporation (the “Purchaser”), GeoLogic Solutions, Inc., a Delaware corporation, Motient Communications Inc., a Delaware corporation (“Communications”), Motient License Inc., a Delaware corporation (“License”), Motient Services Inc., a Delaware corporation (“Services”, and together with Communications and License, the “Seller Parties”), and Motient Holdings Inc., a Delaware corporation (“Parent”), for good and valuable consideration, as recited in the Asset Purchase Agreement, the receipt and adequacy of which are hereby acknowledged, the Seller Parties do hereby sell, transfer, assign, convey and deliver to the Purchaser all of the Seller Parties’ right, title and interest in and to the Purchased Assets. The Seller Parties and Parent for themselves, their successors and assigns hereby covenant and agree that, at any time and from time to time forthwith upon the written request of the Purchaser, the Seller Parties and Parent will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, transfers, assignments, conveyances and deliveries as may reasonably be required in order to sell, transfer, assign, convey and deliver to the Purchaser, its successors and assigns, all right, title and interest in and to the assets sold, transferred, assigned, conveyed and delivered by this Bill of Sale.

Nothing expressed or implied in this Bill of Sale is intended to confer upon any person, other than the Purchaser and the Seller Parties and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Bill of Sale.

This Bill of Sale is intended to implement the provisions of the Asset Purchase Agreement and shall not be construed to enhance, extend or limit the rights or obligations of the Seller Parties or the Purchaser thereunder. To the extent any provision of this instrument is inconsistent with the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control.

This Bill of Sale and all claims arising out of or relating to this Bill of Sale shall be governed by and construed in accordance with the Laws of the State of New York, without reference to conflicts of Law rules thereof.

Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Asset Purchase Agreement. This Bill of Sale shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

[Signature Page Follows]

Executed as of the date first set forth above.

LOGO ACQUISITION CORPORATION

By:	_____________________________________
	Name:
	Title:

MOTIENT COMMUNICATIONS INC.

By:	_____________________________________
	Name:
	Title:

MOTIENT LICENSES INC.

By:	_____________________________________
	Name:
	Title:

MOTIENT SERVICES INC.

By:	_____________________________________
	Name:
	Title:

MOTIENT HOLDINGS INC.

By:	_____________________________________
	Name:
	Title:

S-1

BILL OF SALE

Exhibit B

ASSIGNMENT AND ASSUMPTION AGREEMENT

________, 2006

Pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of June 19, 2006, by and among Logo Acquisition Corporation, a Delaware corporation (the “Purchaser”), GeoLogic Solutions, Inc., a Delaware corporation, Motient Communications Inc., a Delaware corporation (“Communications”), Motient License Inc., a Delaware corporation (“License”), Motient Services Inc., a Delaware corporation (“Services”, and together with Communications and License, the “Seller Parties”), and Motient Holdings Inc., a Delaware corporation (“Parent”), for good and valuable consideration, as recited in the Asset Purchase Agreement, the receipt and adequacy of which are hereby acknowledged, the Purchaser hereby assumes and agrees to pay, perform and discharge, all of the Assumed Liabilities subject to the terms and conditions set forth in the Asset Purchase Agreement.

The Seller Parties each do hereby assign, grant, bargain, sell, convey and transfer to the Purchaser, all of the Seller Parties’ right, title and interest to the Assigned Contracts, subject to Section 2.4 of the Asset Purchase Agreement. The Seller Parties and Parent for themselves, their successors and assigns hereby covenant and agree that, at any time and from time to time forthwith upon the written request of the Purchaser, the Seller Parties and Parent will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, transfers, assignments, conveyances and deliveries as may reasonably be required in order to sell, transfer, assign, convey and deliver to the Purchaser, its successors and assigns, all right, title and interest in and to the Assigned Contracts.

This Assignment and Assumption Agreement cannot be changed or terminated orally and no waiver of compliance with any provision or condition hereof and no consent provided for herein shall be effective unless evidenced by an instrument in writing duly executed by the party hereto sought to be charged with such waiver or consent. No waiver of any term or provision hereof shall be construed as a further or continuing waiver of such term or provision or any other term or provision.

This Assignment and Assumption Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Assignment and Assumption Agreement may not be assigned by any party without the prior written consent of the other party hereto; provided that Parent and the Seller Parties acknowledge and agree that the Purchaser may without the consent of Parent or the Seller Parties (i) assign its rights and obligations under this Assignment and Assumption Agreement to one or more Affiliates; provided, however, that no such assignment shall relieve the Purchaser of its obligations under this Assignment and Assumption Agreement, (ii) make a collateral assignment of any rights or benefits hereunder to any lender, or (iii) assign any or all of its rights, interests or obligations hereunder in connection with any sale of the Purchaser or all or substantially all of the assets of the Purchaser.

Nothing expressed or implied in this Assignment and Assumption Agreement is intended to confer upon any person, other than the Purchaser and the Seller Parties and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Assignment and Assumption Agreement.

This Assignment and Assumption Agreement is intended to implement the provisions of the Asset Purchase Agreement and shall not be construed to enhance, extend or limit the rights or obligations of the Seller Parties or the Purchaser thereunder. To the extent any provision of this Assignment and Assumption Agreement is inconsistent with the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control.

If any provision of this Assignment and Assumption Agreement is finally determined to be illegal, void or unenforceable such determination shall not, of itself, nullify this Assignment and Assumption Agreement which shall continue in full force and effect subject to the conditions and provisions hereof.

This Assignment and Assumption Agreement and all claims arising out of or relating to this Assignment and Assumption Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without reference to conflicts of Law rules thereof.

All notices, requests, claims, demands and other communications hereunder shall be made in accordance with Section 9.5 of the Asset Purchase Agreement.

Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Asset Purchase Agreement.

[Signature Page Follows]

2

Executed as of the date first set forth above.

LOGO ACQUISITION CORPORATION

By:	_____________________________________
	Name:
	Title:

MOTIENT COMMUNICATIONS INC.

By:	_____________________________________
	Name:
	Title:

MOTIENT LICENSES INC.

By:	_____________________________________
	Name:
	Title:

MOTIENT SERVICES INC.

By:	_____________________________________
	Name:
	Title:

MOTIENT HOLDINGS INC.

By:	_____________________________________
	Name:
	Title:

S-1

ASSUMPTION AGREEMENT

Exhibit C

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of ______, 2006 (the “Effective Date”), by and between MOTIENT COMMUNICATIONS INC., a Delaware corporation (“Sublessor”) and LOGO ACQUISITION CORPORATION, a Delaware corporation (“Sublessee”):

ARTICLE I

PRIME LEASE

1.1          Sublease Subject to Prime Lease. This Sublease is subject and subordinate to that certain Lease Agreement dated as of January 31, 1990, executed by and between Knightsbridge II (“Prime Lessor”), as lessor, and Sublessor, as lessee and all subsequent amendments thereto, (the “Prime Lease”). A true, correct and complete copy of the Prime Lease is attached hereto as Exhibit A and made a part hereof for all purposes as if fully set forth herein. Capitalized terms not otherwise defined in this Sublease are used with the meaning attributed to them in the Prime Lease.

1.2          Compliance With Prime Lease. Sublessee hereby covenants and agrees to comply with and perform all obligations of Sublessor under the Prime Lease as such obligations relate to the Subleased Premises (hereinafter defined) including, without limitation, all repair obligations, all insurance obligations, and all indemnification obligations of Sublessor thereunder, and any liability accruing from failure to pay or perform such obligations when due. Sublessee agrees that whenever the consent of Prime Lessor is required under the terms of the Prime Lease with respect to any action, Sublessee will obtain the consent of Sublessor prior to taking such action, which consent will not be unreasonably withheld; provided that Prime Lessor consents to such action. Sublessee hereby covenants and agrees to promptly deliver to Sublessor copies of any and all notices or other correspondence received by Sublessee from Prime Lessor that might affect Sublessor in any manner and further agrees, notwithstanding Section 9.4 of this Sublease to the contrary, to so deliver same in the manner most appropriate to insure that Sublessor will be able to respond to any of such notices or other correspondence from the Prime Lessor within any time periods set forth in the Prime Lease.

1.3          Services. Sublessee hereby acknowledges and agrees that the only services, amenities and rights to which Sublessee is entitled under this Sublease are those to which Sublessor is entitled under the Prime Lease (subject to all the provisions, restrictions and conditions imposed by the Prime Lease) as they relate to the Subleased Premises. Sublessor will in no event be liable to Sublessee for Prime Lessor’s failure to provide any such services, amenities and rights nor will any such failure be construed as a breach hereof by Sublessor or an eviction of Sublessee or entitle Sublessee to an abatement of any of the rentals under this Sublease. Notwitstanding the foregoing, Sublessee shall have the non-exclusive right to use the common areas on the first floor (i.e. the lobby, the bathrooms and the elevators). Notwithstanding the foregoing Sublessor shall be required to act, at all times promptly to any reasonable request made by Sublessee that requires Sublessor to take any action and/or to require performance by Sublessor or Prime Landlord.

1.4          Exercise of Rights and Remedies Under Prime Lease. Sublessee will not have the right to exercise any of Sublessor’s renewal options, expansion options, preferential rights, rights of first refusal, termination options, parking rights or other elections permitted or authorized under the Prime Lease, without Sublessor’s consent which shall not unreasonably delayed, withheld or conditioned on unreasonable fees or other consideration

1.5          Use of Subleased Premises. Sublessee shall use the Subleased Premises for general office space and such other activities that the Sublessor is using the Subleased Premises for as of the day prior to the date hereof, but for no other purpose.

ARTICLE II

DEMISE AND DESCRIPTION

2.1          Demise of Subleased Premises and Furnishings. Subject to and upon the terms and conditions set forth herein, Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor for the term herein set forth, all of Sublessor’s right, title and interest in and to the use and occupancy of a portion of the Subleased Premises leased by Sublessor under the Prime Lease, consisting of approximately 11,300 square feet of net rentable space located on floors one and two of the building located at 300 Knightsbridge Pkwy., Lincolnshire, Illinois, 60069 (the “Building”), as shown outlined on Exhibit B attached hereto and made a part hereof for all purposes (herein called the “Subleased Premises”). Sublessor shall install demising walls consistent with Exhibit B at Sublessor’s reasonable expense within a reasonable time (not to exceed one hundred twenty (120) days after the Effective Date) after commencement of the Initial Term. In the event the reasonable expense to install the demising walls is less than $50,850.00 Sublessee shall receive a rent credit from Sublessor in a sum equal to the difference between the reasonable expense for the installation of the demising walls and $50,850.00. Said rent credit shall be applied to Sublessee’s rent obligation for each succeeding month until the entire rent credit has been utilized by Sublessee.

2.2          Condition of the Subleased Premises. Sublessee acknowledges and agrees that it has inspected the Subleased Premises and agrees to accept same and all personal property located thereon in its present condition. Notwithstanding the foregoing Sublessee shall have a period of thirty (30) calendar days following its possession of the Subleased Premises to submit a punch list to Sublessor and/or Prime Landlord for repairs or remediation as may be reasonably required to the Subleased Premises.

2.3          Disclaimer of Warranties. SUBLESSEE ACKNOWLEDGES THAT SUBLESSOR DOES NOT MAKE, HAS NOT MADE AND WILL NOT MAKE ANY WARRANTIES OF ANY KIND TO SUBLESSEE WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR “TENANT” FINISH WITHIN THE SUBLEASED PREMISES OR AS TO THE CONDITION OF THE SUBLEASED PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT SUBLESSOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE SUBLEASED PREMISES ARE OR WILL BE SUITABLE FOR SUBLESSEE’S INTENDED COMMERCIAL PURPOSES. SUBLESSEE’S OBLIGATION TO PAY RENTALS UNDER THIS SUBLEASE IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING (NOW OR IN THE FUTURE)

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OR THE PERFORMANCE BY PRIME LESSOR OF ITS OBLIGATIONS UNDER THE PRIME LEASE, AND SUBLESSEE WILL CONTINUE TO PAY THE RENTALS HEREUNDER WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY BREACH BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER OR BY PRIME LESSOR OF ITS DUTIES OR OBLIGATIONS UNDER THE PRIME LEASE, WHETHER EXPRESS OR IMPLIED.

ARTICLE III

TERM; SURRENDER OF POSSESSION

3.1 Term.

a.            Initial Term. Unless the Prime Lease is terminated sooner pursuant to the terms thereof, the initial term (the “Initial Term”) of this Sublease will commence on the Effective Date and terminate on the first anniversary date of the Effective Date (the “Initial Expiration Date”).

b.            Renewal Option. Sublessee shall have the right, at its sole option, to renew the Sublease Premises for an additional one (1) year period commencing on the Initial Expiration Date and ending on the first anniversary thereof (the “Initial Additional Period”), by providing written notice (the “Initial Renewal Notice”) to the Sublessor of its intention to renew at least sixty (60) days prior to the Initial Expiration Date. The Renewal Notice shall specify whether the Sublessee desires to reduce the Sublease Premises by eliminating either the first floor space consisting of approximately 4,500 rentable square feet (“First Floor Space”) or the second floor space consisting of approximately 6,800 rentable square feet (“Second Floor Space”). Thereafter, Sublessee may successively renew the Sublease by providing written notice (a “Renewal Notice”) to the Sublessor of its intention to renew the Sublease at least sixty (60) days prior to the expiration of the Initial Additional Period and any successive additional one (1) year periods (the “Additional Periods”) thereafter with each successive Additional Period commencing simultaneously with the expiration of the immediately preceding Additional Period and ending upon the first anniversary thereof. The Initial Term and the Initial Additional Period or Additional Periods, if any, are hereinafter referred to, collectively, as the “Term”.

3.2          Surrender of the Subleased Premises. At the termination of this Sublease, by lapse of time or otherwise, Sublessee will deliver the Subleased Premises to Sublessor in as good condition as existed on the date of possession by Sublessee, ordinary wear and tear only excepted. Upon such termination of this Sublease, Sublessor will have the right to re-enter and resume possession of the Subleased Premises if permitted by the terms of the Prime Lease and/or the Prime Landlord.

3.3          Holding Over. In the event of holding over by Sublessee after expiration or termination of this Sublease without the prior written consent of Sublessor, Sublessee will pay as liquidated damages an amount equal to one-hundred twenty-five percent (125%) the monthly Base Rent under this Sublease. In addition, Sublessee will protect, defend, indemnify and hold Sublessor harmless from and against any claims, demands, liability, costs, expenses or damages (including reasonable attorneys’ fees) for which Sublessor may become liable to Prime Lessor due to such holding over.

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3.4          Sublesse’s Option to Terminate. Notwithstanding anything else contained herein to the contrary, commencing on the first anniversary date of the Effective Date, Sublessee shall have the unrestricted right to reduce the Sublease Premises by eliminating either the First Floor Space or the Second Floor Space or terminate the Sublease for the entire Subleased Premises on the first and second floor consisting of approximately 11,300 rentable square feet; provided Sublessee serves notice of its election to eliminate either the First Floor Space, the Second Floor Space or the entire Subleased Premises on Sublessor sixty (60) calendar days prior to Sublessee’s reduction of a portion of the Subleased Premises, as set forth herein, or the termination of the entire Sublease, as set forth herein.

ARTICLE IV

RENT

4.1          Rent. Sublessee shall pay Sublessor gross rent of $203,400.00 annually in equal monthly installments of $16,950.00 per month (“Rent”) commencing on the later of the Effective Date or the date that Sublessee receives possession of the Premises, with a Certificate of Occupancy, if required by the local government agency having jurisdiction over the Premises (“Rent Commencement Date”) and thereafter for the remainder of the Term. Each monthly installment of Rent due to Sublessor under this Sublease shall be payable by Sublessee within ninety (90) days following the end of each calendar month during the Term. Rent shall be paid by check addressed to the Sublessor at 300 Knightsbridge Pkwy., Lincolnshire, IL 60069, or at such other place as Sublessor designates in writing from time to time. If a partial calendar month occurs during the Term, rent for such partial month will be prorated based on the actual number of days during such month occurring within the Term. By way of example and example only, if the Rent Commencement Date is September 13, 2006, the rent due and owing for September 2006 will be adjusted to reflect 13/30 days at the rate of $546.77 per day or $9,841.86.

4.2          Adjusted Rent. In the event Sublessee shall reduce the space (rentable square feet) that Sublessee is subletting from Sublessor pursuant to Sublessee’s right to terminate the Extended Term, referenced in Section 3.1(b) above, then in that event Sublessee’s rent obligation provided for in Section 4.1 above shall be reduced by a sum equal to $81,000.00 annually ($6,750.00 per month) for each month or any portion thereof that Sublessee is not subletting the First Floor Space, and $122,400.00 annually ($10,200.00 monthly), for each month or any portion thereof that Sublessee is not subletting the Second Floor Space from Sublessor.

ARTICLE V

QUIET ENJOYMENT

5.1          Covenant of Quiet Enjoyment. Provided Sublessee has performed all of the terms, covenants, agreements and conditions of this Sublease, including the payment of rental and all other sums due hereunder, Sublessee represents and warrants that it will provide Sublessee with peaceful and quiet possession of the Subleased Premises and will take all necessary action, to enforce Sublessee’s right to peaceful and quiet possession, at Sublessor’s expense against any and all persons claiming by, through or under Sublessor, for the term herein described, subject to the provisions and conditions of this Sublease and/or the Prime Lease, and will further indemnify and hold harmless Sublessee from any claims by any such persons referenced herein.

 

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ARTICLE VI

ASSIGNMENT AND SUBLETTING

6.1          Restriction. Sublessee shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Sublease or any interest herein or sublet the Subleased Premises or any part thereof, or permit the use of the Subleased Premises by any party other than Sublessee. Any such assignment or subletting shall be void. Notwithstanding the foregoing and subject to the Prime Lease and the Landlord’s requirements and restrictions regarding any subletting or assignments, Sublessee may, without Sublessor’s prior written consent and without payment of any amount to Sublessor or Prime Landlord, sublet the Subleased Premises or assign the Sublease to (i) a subsidiary, affiliate, division, or corporation controlling, controlled by, or under common control with Sublessee, (ii) a successor corporation related to Subtenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (iii) a purchaser of substantially all of Subtenant’s assets located at the Subleased Premises. Neither the sale or transfer of Sublessee’s capital stock, including, without limitation, a transfer in connection with the merger, consolidation, or non-bankruptcy reorganization of Sublessee, and any sale through any private or public offering, nor the pledge or grant of a security interest in any of Sublessee’s capital stock shall be deemed an assignment, subletting, or other transfer of the Sublease or the Subleased Premises.

ARTICLE VII

INDEMNIFICATION AND EXCULPATION

7.1          Indemnity. EXCEPT TO THE EXTENT OF ANY ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUBLESSOR OR LANDLORD, SUBLESSEE SHALL INDEMNIFY AND HOLD SUBLESSOR HARMLESS AGAINST ALL CLAIMS, AND THE EXPENSE OF DEFENDING THE SAME, FOR DEATH OR INJURY OR DAMAGE TO PERSONS OR PROPERTY OCCURRING IN OR ABOUT THE SUBLEASED PREMISES, WHETHER RESULTING FROM THE ACT, FAILURE TO ACT NEGLIGENCE OR OTHER FAULT OF SUBLESSEE OR ITS AGENTS, EMPLOYEES, OR CONTRACTORS OR OTHERWISE.

7.2          Waiver of Recovery and Subrogation. Notwithstanding anything in this Sublease or any insurance policy to be obtained under this Sublease or the Prime Lease to the contrary, each party hereby waives any and all rights of recovery, claims, actions and causes of action against the other party, its agents, servants, employees, officers, directors, shareholders, partners, architects, contractors, subcontractors, attorneys, customers and invitees and its insurance carriers for all loss or damage that may occur to the Subleased Premises, the Building, the contents of the Building and the Subleased Premises, or any personal property of the parties therein by reason of fire, the elements or any other cause which could be insured against under the terms of the fire and extended coverage insurance policies required to be obtained pursuant to the Prime Lease or this Sublease, regardless of cause or origin of such loss or damage, including, without limitation, sole, joint, or concurrent negligence of either or both of the parties hereto and their respective agents, servants, employees, officers, directors, shareholders, partners, architects, contractors, subcontractors, attorneys, customers and invitees. Each party waives and covenants that no insurer shall hold (and hereby waives on behalf of each such insurer) any right of subrogation against the other party. Each party shall cause its insurers to waive any right of subrogation in accordance with this Section 7.2.

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ARTICLE VIII

DEFAULTS AND REMEDIES

In case of any breach hereof by Sublessee, in addition to all other rights of Sublessor hereunder or available to Sublessor at law or equity, Sublessor will have all the rights against Sublessee as would be available to the Prime Lessor against Sublessor under the Prime Lease if such breach were by Sublessor thereunder. If Sublessee defaults in the performance of any of the terms and provisions hereof and Sublessor places the enforcement of this Sublease in the hands of an attorney, Sublessee agrees to reimburse Sublessor for all reasonable expenses incurred by Sublessor as a result thereof including, but not limited to, reasonable attorneys’ fees and costs of litigation. Notwithstanding the foregoing Sublessee shall have none of the aforementioned rights, if Sublessor is in default of its obligations to Prime Landlord and/or if the exercise of any of the aforementioned rights would be an inappropriate remedy not applicable to any such default on the part of Sublessee which has not been cured within the applicable time period provided by the Prime Lease. Furthermore, under no circumstance will Sublessor be permitted to recapture possession of the Subleased Premises prior to the termination of the Sublease Term in the absence of consent from Sublessee or a judgment from a court of competent jurisdiction.

ARTICLE IX

MISCELLANEOUS

9.1          Amendment. No amendment, modification or alteration of the terms hereof will be binding unless the same is in writing, dated subsequent to the date hereof and duly executed by the parties hereto.

9.2          Headings; Interpretation. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Sublease. Whenever the context of this Sublease requires, words used in the singular will be construed to include the plural and vice versa and pronouns of whatsoever gender will be deemed to include and designate the masculine, feminine or neuter gender.

9.3          Counterparts. For the convenience of the parties, any number of counterparts of this Sublease may be executed by one or more parties hereto and each such executed counterpart will be, and will be deemed to be, an original instrument.

9.4          Notices. Subject to Section 1.2 hereof, all notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto will be validly given, made or served, if in writing and delivered personally or sent by United States certified or registered mail, postage prepaid, return receipt requested, if to:

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Sublessor:

Motient Communications, Inc.

300 Knightsbridge Pkwy.

Lincolnshire, IL 60069

Attention: Robert Macklin, Esq.

Sublessee:

Logo Acquisition Corporation

c/o Platinum Equity Advisors, LLC

360 N. Crescent Drive, South Building

Beverly Hills, California 90210

Attention: Eva M. Kalawski, Esq.

Facsimile: (310) 712-1863

or to such other addresses as any party hereto may, from time to time, designate in writing delivered in a like manner.

9.5          Successors and Assigns. This Sublease will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with the terms of this Sublease.

9.6          Time of the Essence. Time is of the essence in the performance by Sublessee of its obligations hereunder.

9.7          Remedies Cumulative; Applicable Law. All rights and remedies of Sublessor under this Sublease will be cumulative and none will exclude any other rights or remedies allowed by law; and this Sublease and all of the terms thereof will be construed according to the laws of the Commonwealth of Pennsylvania, excluding any conflict of law provisions which would refer to the law of another jurisdiction.

9.8          Entire Agreement. This Sublease, together with an Asset Purchase Agreement, and Transition Services Agreement between the parties and any other agreements or understandings between the parties deriving from a related Asset Purchase Transaction with all of its exhibits and attachments, constitute the entire agreement of the parties with respect to the subject matter hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Sublease.

9.9          Severability. If any term or provision of this Sublease, or the application thereof to any person or circumstance, will to any extent be invalid or unenforceable, the remainder of this Sublease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each provision of this Sublease will be valid and will be enforceable to the extent permitted by law.

9.10       Insurance. Sublessee agrees that it will comply with all the insurance obligations set forth in the Prime Lease. Sublessee shall deliver to Sublessor, on or prior to the Effective Date, certificates of such insurance and shall, at all times during the Term of this Sublease, deliver to Sublessor upon request true and correct copies of said insurance policies. The policies described in the Prime Lease shall (i) name Sublessor as an additional insured, (ii) provide that it will not be cancelled or reduced in coverage without thirty (30) days’ prior written notice to Sublessor and (iii) be primary coverage, so that any insurance coverage obtained by Sublessor shall be excess thereto.

9.11       Attorney’s Fees. “If any action at law or in equity is necessary to enforce or interpret the term of this Sublease the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which they be otherwise entitled.”

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9.12       Jurisdiction. “This Sublease will be governed by and construed in accordance with the laws of the State of Illinois and any dispute between the parties resulting in litigation should be subject to the exclusive jurisdiction of the Courts of Illinois and the county where the Subleased Premises is situated.”

9.13       Sublessor’s Consent. “Wherever Sublessor’s consent may be required, it may not be unreasonably delayed or withheld or conditioned under unreasonable fees or requirements.”

9.14.     Reciprocal Rights. “Wherever Sublessor has the right to assess Sublessee with expenses or attorney’s fees Sublessee must have a reciprocal right and in all such instances the expenses and attorney’s fees must be reasonable.”

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned Sublessor and Sublessee have executed this Sublease effective as of the date and year first written above.

“Sublessor”

MOTIENT COMMUNICATIONS INC.

By:

Name:

Title

“Sublessee”

LOGO ACQUISITION CORPORATION

By:

Name:

Title

Consent to this Sublease is hereby approved by Prime Lessor as of [                   ]. 

“Prime Lessor”:

KNIGHTSBRIDGE II

By:

Name:

Title:

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Exhibit D

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”), dated as of [________], 2006, is entered into by and among Logo Acquisition Corporation, a Delaware corporation, (the “Purchaser”), Motient Communications Inc., a Delaware corporation (“Communications”), Motient License Inc., a Delaware corporation (“License”), Motient Services Inc., a Delaware corporation (“Services”), and Motient Holdings Inc., a Delaware corporation (the “Parent,” and together with Communications, License and Services, the “Seller Parties”), and Wells Fargo Bank, N.A., a national banking association, as escrow agent (“Escrow Agent”, which term shall also include any successor escrow agent appointed in accordance with Section 4(f) hereof).

This is the Escrow Agreement referred to in that certain Asset Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among the Purchaser and the Seller Parties. Capitalized terms used in this Agreement without definition shall have the respective meanings given to them in the Purchase Agreement.

The parties, intending to be legally bound, hereby agree as follows:

1. APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW

(a)       The Purchaser and the Seller Parties hereby appoint Escrow Agent to act as escrow agent on the terms and conditions set forth herein, and Escrow Agent hereby accepts such appointment on such terms and conditions.

(b)       Pursuant to Section 2.9 of the Purchase Agreement, simultaneously with the execution and delivery of this Agreement, the Seller Parties are depositing with Escrow Agent, (i) an amount equal to Four Million Dollars ($4,000,000.00) (the “General Liability Escrow Fund”) and (ii) an amount equal to [____________] Dollars ($[_______]) (the “Specified Liability Escrow Fund”, and together with the General Liability Escrow Fund, the “Escrow Funds”). Escrow Agent acknowledges receipt of the Escrow Funds.

(c)       Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Funds pursuant to the terms and conditions hereof and on behalf of the Seller Parties and the Purchaser until such time as it is required to deliver the Escrow Funds as herein provided.

2. INVESTMENT OF ESCROW FUNDS

(a)       The General Liability Escrow Fund shall be credited by Escrow Agent and recorded in an escrow account (the “General Liability Escrow Account”) and the Specified Liability Escrow Fund shall be credited by Escrow Agent and recorded in an escrow account (the “Specified Liability Escrow Account,” and together with the General Liability Escrow Account, the “Escrow Accounts”). The Purchaser and the Seller Parties shall from time to time jointly instruct Escrow Agent in writing to invest the Escrow Funds, to the extent possible, in specific United States Treasury Bills having a remaining maturity of 90 days or less and repurchase obligations secured by such United States Treasury Bills, with any remainder being deposited and maintained in the Wells Fargo Advantage Funds – Government Money Market Fund with Escrow Agent as directed in writing by the Purchaser and the Seller Parties in the form of Exhibit A to this Agreement, until

disbursement of the entire Escrow Funds. In the absence of joint written direction, the Escrow Agent shall be permitted, and is hereby authorized, to invest the Escrow Funds in the Wells Fargo Advantage Funds – Government Money Market Fund. Interest earned on the Escrow Funds shall be deposited into and accrue in the respective Escrow Accounts. Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the respective Escrow Funds consisting of investments to provide for payments required to be made under Section 3 of this Agreement.

(b)       Investments hereunder will be made as soon as possible following the availability of the Escrow Funds to Escrow Agent for investment.

(c)       Upon the written request of either of the Purchaser or the Seller Parties, at any time, Escrow Agent shall deliver to the requesting party such information as shall be reasonably requested with respect to the Escrow Funds.

3. DISTRIBUTIONS

(a)       Escrow Agent shall make distributions from the Escrow Accounts in accordance with this Agreement and as follows:

(1)          Escrow Agent shall, after the earlier of (A) its receipt of jointly executed written instructions from the Purchaser and the Seller Parties (a “Disbursement Notice”) or (B) its receipt of a final and non-appealable order or determination from a court of competent jurisdiction (a “Disbursement Order”), promptly and in any event within five (5) Business Days of receipt of a Disbursement Notice or Disbursement Order, as applicable, disburse the specified Escrow Fund(s) and all accrued interest thereon to the applicable Person(s) specified in the Disbursement Notice or Disbursement Order, as applicable, and in accordance with the instructions set forth therein. Except as otherwise expressly provided in this Section 3(a), promptly after any disbursements pursuant to this Section 3(a), Escrow Agent shall notify the Purchaser or the Seller Parties (in each case, whoever did not receive the disbursement) of such disbursement.

(b)       In the case of any disbursements from either Escrow Account in accordance with the terms of this Agreement, the Purchaser and the Seller Parties authorize Escrow Agent to disburse funds from such Escrow Account in accordance with the provisions of this Section 3(b). Any disbursement hereunder shall be made by fedwire transfer of immediately available funds, as designated by the party to whom such payment is required to be made in accordance with Section 3(b) hereof in a writing, signed and delivered to Escrow Agent. Such writing shall indicate the Escrow Account name and number and the name and account number of the recipient, the name and ABA routing number of the recipient’s bank and the amount to be transferred to such recipient. In the case of fedwire transfer instructions, Escrow Agent is expressly authorized to rely on the account numbers and ABA routing numbers identified in the written instructions.

4. DUTIES OF ESCROW AGENT

(a)       Escrow Agent shall be obligated only to perform the duties specifically set forth in this Agreement and shall under no circumstances be deemed to be a fiduciary to any party or any other Person. The Purchaser and the Seller Parties agree that Escrow Agent shall not assume any responsibility for the failure of the Purchaser and the Seller Parties to perform in accordance with this Agreement. Escrow Agent shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.  

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(b)       Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, the Purchaser and the Seller Parties shall jointly and severally indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this Agreement. Without impacting the foregoing, if either the Purchaser or the Seller Parties is required to make a payment under this Section 4(b), the Purchaser, on the one hand, and the Seller Parties, on the other hand, shall each contribute 50% of the amount of such payment. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds, or any loss of interest incident to any such delays.

(c)       Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. Escrow Agent may act in reliance upon any instrument or signature reasonably believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct Escrow Agent on behalf of that party unless written notice to the contrary is delivered to Escrow Agent.

(d)       Escrow Agent does not have any interest in the Escrow Funds deposited hereunder but is serving as escrow holder only and having only possession thereof. Any income earnings on the Escrow Funds shall be subject to withholding regulations then in force with respect to United States taxes. The Seller Parties will provide Escrow Agent with appropriate Internal Revenue Service Forms W-9 or W-8 for tax identification number certification, or non-resident alien certifications. This Section 4(d) and Section 4(b) shall survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent.

(e)       Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it.

(f)        Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Funds to any successor Escrow Agent jointly designated by the Purchaser and the Seller Parties in writing, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) or

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(b) the day which is 30 days after the date of delivery of its written notice of resignation to the Purchaser and the Seller Parties. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the Purchaser and the Seller Parties or a final non-appealable order of a court of competent jurisdiction.

(g)       In the event of any disagreement between the Purchaser and the Seller Parties resulting in adverse claims or demands being made in connection with any Escrow Fund or in the event that Escrow Agent is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain such Escrow Fund until Escrow Agent shall (i) have received a final non-appealable order of a court of competent jurisdiction directing delivery of such Escrow Fund, (ii) have received a written agreement executed by the Purchaser and the Seller Parties directing delivery of such Escrow Fund, in which event Escrow Agent shall disburse such Escrow Fund in accordance with such order or agreement or (iii) file an interpleader action in any court of competent jurisdiction. Escrow Agent shall act on such court order without further question.

(h)       The Purchaser shall pay Escrow Agent compensation for the services to be rendered by Escrow Agent hereunder as stated in the fee schedule attached hereto as Exhibit B and agrees to reimburse Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). There shall be no fees, expenses or other charges paid from the Escrow Funds.

(i)        No printed or other matter in any language (including, without limitation, prospectuses, notices, reports and promotional material) that mentions Escrow Agent’s name or the rights, powers, or duties of Escrow Agent shall be issued by the Purchaser and the Seller Parties or on such parties’ behalf unless Escrow Agent shall first have given its specific written consent thereto.

(j)        The Purchaser and the Seller Parties authorize Escrow Agent, for any securities held hereunder, to use the services of any United States central securities depository it reasonably deems appropriate, including, without limitation, the Depositary Trust Company and the Federal Reserve Book Entry System.

5. LIMITED RESPONSIBILITY

This Agreement expressly sets forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any agreement among the Purchaser and the Seller Parties, including but not limited to the Purchase Agreement, except this Agreement.

6. OWNERSHIP FOR TAX PURPOSES

The parties hereto agree that, for purposes of federal and other taxes based on income, the Seller Parties will be treated as the owner of the Escrow Funds, and that the Seller Parties will report all interest and other income, if any, that is earned on, or derived from, the Escrow Funds as their income in the taxable year or years in which such income is properly includible and pay the taxes, if any, attributable thereto.

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7. NOTICES

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by cable, telecopy or telex, or by registered or certified mail (postage prepaid, return receipt requested), to the respective parties as follows:

If to the Seller Parties, to:	Motient Corporation
	300 Knightsbridge Parkway Lincolnshire, IL 60069
	Attention: Christopher Downie
	Fax: (847) 478-4810
with a copy to (which shall not constitute notice):	Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002
	Attention: William Mark Young, Esq.
	Fax: (713) 238-7111
If to the Purchaser, to:	c/o Platinum Equity Advisors, LLC 360 N. Crescent Drive, South Building Beverly Hills, California 90210
	Attention: Eva M. Kalawski, Esq.
	Fax: (310) 712-1863
with a copy to (which shall not constitute notice):	Latham & Watkins LLP 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007
	Attention: Jeffrey L. Kateman, Esq. and Paul D. Tosetti, Esq.
	Fax: (213) 891-8763
If to Escrow Agent, to:	Wells Fargo Bank, N.A.
	Corporate Trust Services 707 Wilshire Blvd., 17th Floor Los Angeles, CA 90017
	Attention: Sandy Chan
	Fax: (213) 614-3355

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above; provided that notice of any change of address shall be effective only upon receipt thereof.

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8. GOVERNING LAW; JURISDICTION; VENUE

(a)       This Agreement and all claims arising out of or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without reference to conflicts of Law rules thereof.

(b)       Any process against the Purchaser or the Seller Parties in, or in connection with, any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement may be served personally or by certified mail at the address set forth in Section 7 with the same effect as though served on it personally. The Purchaser and the Seller Parties hereby irrevocably submit in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York or any court of the State of New York located in Manhattan and irrevocably waive any and all objections to jurisdiction and review or venue that each may have under the Laws of New York or the United States.

9. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Unless an original is required under applicable Law, a facsimile signature page shall be deemed an original.

10. INTERPRETATION

Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular and all words in any gender shall extend to and include all genders. The word “or” is not exclusive and the words “include” and “including” are not limiting. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. The terms “dollars” and “$” mean United States dollars. All references to contracts, agreements, leases or other understandings or arrangements shall refer to oral as well as written matters. Any definition of or reference to any Law, agreement, instrument or other document herein will be construed as referring to such Law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified. Any definition of or reference to any statute will be construed as referring also to any rules and regulations promulgated thereunder. Unless expressly provided otherwise, all references to Exhibits, Articles and Sections herein shall refer to Exhibits, Articles and Sections of this Agreement. The table of contents and article and section headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

11. WAIVER; CONSENTS

Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived by the party affected thereby only by a written instrument signed by the party granting such waiver. No waiver, or failure to insist upon strict compliance, by any party of any condition or any breach of any obligation, term, covenant, representation, warranty or agreement contained in this Agreement, in any one or more instances, shall be construed to be a waiver of, or estoppels with respect to, any other condition or any other breach of the same or any other obligation, term, covenant, representation, warranty or agreement. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver.

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12. AMENDMENT AND MODIFICATION

This Agreement may be amended, modified, terminated, rescinded or supplemented only by written agreement of the parties hereto.

13. ENTIRE AGREEMENT; ASSIGNMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. Neither party shall assign this Agreement or its rights or obligations hereunder by operation of law or otherwise; provided that the Seller Parties acknowledge and agree that the Purchaser may without the consent of the Seller Parties (i) assign its rights and obligations under this Agreement to one or more Affiliates; provided, however, that no such assignment shall relieve the Purchaser of its obligations under this Agreement, (ii) make a collateral assignment of any rights or benefits hereunder to any lender, or (iii) assign any or all of its rights, interests or obligations hereunder in connection with any sale of the Purchaser or all or substantially all of the assets of the Purchaser. Any attempted assignment in violation of this Section 13 by any party hereto shall be null and void.

14. SEVERABILITY

If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected and there shall be deemed substituted for the provision or provisions at issue a valid, legal and enforceable provision as similar as possible to the provision at issue so as reasonably to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

(Signature page follows)

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

LOGO ACQUISITION CORPORATION

By:

Name:

Title:

MOTIENT COMMUNICATIONS INC.

By:

Name:

Title:

MOTIENT LICENSES INC.

By:

Name:

Title:

MOTIENT SERVICES INC.

By:

Name:

Title:

MOTIENT HOLDINGS INC.

By:

Name:

Title:

WELLS FARGO BANK, N.A.

By:

Name:

Title:

[Escrow Agreement]

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 (No. 333-                ) and the related prospectus of Motient Corporation and Subsidiaries of our report dated March 30, 2006 with respect to the financial statements of Motient Corporation, Motient Corporation’s management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Motient Corporation included in its Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission. We also consent to the reference to us under the headings “Experts” and “Summary Financial Data” in such Prospectus. However, it should be noted that Friedman LLP has not prepared or certified such “Summary Financial Dat a.”

/s/ FRIEDMAN LLP

East Hanover, New Jersey

July 24, 2006

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-3 (No. 333-           ) and the related prospectus, of our report dated June 2, 2005, relating to the financial statements of TerreStar Networks Inc. We also consent to the reference to us under the headings “Experts” and “Summary Financial Data” in such Prospectus. However, it should be noted that Friedman LLP has not prepared or certified such “Summary Financial Data.”

/s/ FRIEDMAN LLP

East Hanover, New Jersey

July 24, 2006

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Motient Corporation for the registration of 55,053,054 shares of its common stock and to the incorporation by reference therein of our report dated February 22, 2006, with respect to the consolidated financial statements of Mobile Satellite Ventures LP included in Motient Corporation's Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
McLean, Virginia
July 21, 2006