MOTIENT CORP
FORM OF CTA WARRANT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>b3942ex1022.txt
<DESCRIPTION>FORM OF CTA WARRANT
<TEXT>
<PAGE>



                                                                   EXHIBIT 10.22

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.

                               MOTIENT CORPORATION

               FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK
                  ---------------------------------------------

     This warrant (this "Warrant") certifies that, for good and valuable
consideration, Motient Corporation, a Delaware corporation (the "Company"),
grants to Communication Technology Advisors LLC or its permitted assigns (the
"Warrantholder"), the right to subscribe for and purchase from the Company, at
any time during the Exercise Period (as defined herein), 500,000 shares of
Common Stock (the "Warrant Shares"), at the exercise price per share of $3.00
(the "Exercise Price"), all subject to the terms, conditions and adjustments
herein set forth. The number of Warrant Shares is subject to adjustment as
provided in Article III.

     This Warrant is being issued against delivery of the Warrantholder's
payment to the Company of the $25,000.00 purchase price of this Warrant.

I.   DEFINITIONS

     1.1. Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

     "Affiliate" with respect to any Person, shall mean any other Person that
directly or indirectly, controls, is controlled by, or is under common control
with, such Person.

     "Business Day" means any day other than a Saturday, Sunday or a day on
which national banks are authorized by law to close in the State
of New York.

     "Closing Price" of a share of Common Stock for any day shall mean the last
reported sales price, regular way, or, in the event that no sale takes place on
such day, the average of the reported closing bid and asked prices, regular way,
in either case as reported on the principal national securities exchange on
which such Common Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, on the Nasdaq National
Market System or the Nasdaq SmallCap Market or, if such security is not quoted
on the Nasdaq National Market System or the Nasdaq SmallCap Market, the average
of the closing bid and asked prices on each such day in the over-the-counter
market as reported by Nasdaq or, if bid and asked prices for such security on
each such day shall not have been reported by Nasdaq, the average of the bid and
asked prices for such day as furnished by any reputable investment banking firm
regularly making a market in such security selected for such purpose by the
Board of Directors of the Company or a committee thereof. If the Closing Price
cannot be calculated on such date on any of the foregoing bases, the Closing
Price of such security on such date shall be the fair market value as reasonably


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determined by an Independent Financial Expert selected for such purpose by the
Board of Directors of the Company or a committee thereof.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Company.

     "Exchange Act" mean the Securities Exchange Act of 1934, as amended from
time to time.

     "Governmental Authority" means any foreign, federal, state, local or other
governmental authority or regulatory body having jurisdiction over the Company,
its Affiliates or the Warrantholder.

     "Independent Financial Expert" means a nationally recognized investment
banking firm that does not (and whose directors, officers, employees and
Affiliates do not) have a direct or indirect financial interest in the Company
or any of its Affiliates, that has not been and at the time it is called upon to
give independent financial advice to the Company is not (and none of whose
directors, officers, employees or Affiliates is) a promoter, director or officer
of the Company or any of its Affiliates, and that does not provide any advice or
opinions to the Company or any of its Affiliates.

     "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental authority or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time.

II.  EXERCISE OF WARRANT

     2.1. Exercise Period. On the terms and subject to the conditions contained
herein, the Warrantholder may exercise this Warrant on any Business Day starting
on [____________], 2002 and ending at 5:00 p.m., Eastern Standard Time, on
[____________], 2007 (the "Exercise Period"), for all or any part of the Warrant
Shares.

     2.2. Exercise Procedure. To exercise this Warrant, the Warrantholder shall
deliver to the Company at its principal executive offices: (a) payment of the
aggregate Exercise Price in the manner provided in Section 2.3 (as computed by
multiplying (A) the Exercise Price by (B) the number of shares of Common Stock
for which the Warrantholder is exercising this Warrant at such time); (b) a
completed and properly executed Notice of Exercise in substantially the form
attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate
Exercise Price and the required deliverables pursuant to the preceding sentence,
the Company shall, within three (3) Business Days thereafter, subject to receipt
of any required regulatory approvals (including expiration of any required
waiting period), deliver to the Warrantholder duly executed certificate(s)
representing the aggregate number of shares of Common Stock issuable upon such
exercise, together with cash in lieu of any fraction of a Warrant Share as
provided in Section 2.6. Such stock certificate(s) shall be in such
denominations and registered in the name(s) as the Warrantholder shall request
in the Notice of Exercise. If this Warrant shall have been exercised in part,
the Company shall deliver to the Warrantholder a new warrant evidencing the
rights of the Warrantholder to purchase the remaining Warrant Shares issuable
(which shall in all other respects be identical to this Warrant). All shares of
Common Stock issuable upon the exercise of this Warrant pursuant to the terms
hereof shall be validly issued, fully paid and nonassessable and without any
preemptive rights.


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     2.3. Payment of Exercise Price. The Exercise Price may be payable hereunder
by the delivery by certified check or by wire transfer of immediately available
funds to the account of the Company of an amount equal to the Exercise Price.

     2.4. Restrictions. The Company shall not be required to issue any shares of
Common Stock under this Warrant if the issuance of such shares would constitute
a violation by the Company of any provision of any law, rule or regulation of
(i) any governmental authority, including without limitation, compliance with
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and compliance with registration or qualification requirements of
applicable federal and state securities laws or (ii) any applicable self
governing organization or stock exchange, including without limitation, the
rules, regulations or listing requirements of any such organization or stock
exchange. If at any time the Company shall determine, based upon the advice of
counsel, that the registration, qualification or listing of any shares subject
to this Warrant under any applicable state or federal law or other applicable
rules or regulations (including those of any applicable stock exchange), or any
filing or expiration of any waiting period under the HSR Act, is necessary as a
condition of, or in connection with, the issuance of shares, the Company shall
not be required to issue any shares of Common Stock under this Warrant unless
and until the Company has received evidence reasonably satisfactory to it that
such laws, rules or regulations have been complied with and/or such filing has
been made and the applicable waiting period has expired under the HSR Act.

     2.5. Payment of Taxes. The Company shall pay all stamp taxes and other
similar charges with respect to the issue or delivery of Common Stock hereunder.
The Company shall not be required to pay any transfer tax or other similar
charge imposed in connection with the issue of any stock certificate in any name
other than that of the Warrantholder, and in such case the Company shall not be
required to issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the reasonable satisfaction
of the Company that no such tax or other charge is due.

     2.6. Fractional Shares. The Company shall not be required to issue any
fractional shares of Common Stock upon exercise of this Warrant. In lieu of any
fractional share to which the Warrantholder would otherwise be entitled upon
exercise of this Warrant, the Company shall make a cash payment in an amount
equal to the product of (a) the Closing Price per share of Common Stock on the
date of exercise multiplied by (b) the fraction of a share.

III. ADJUSTMENTS

     3.1. Subdivision or Combination of Common Stock. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
its outstanding shares of Common Stock into a greater number of shares, then as
of the record date for effecting such subdivision the number of shares issuable
upon exercise of this Warrant will be proportionately increased and the Exercise
Price in effect immediately prior to such subdivision shall be proportionately
decreased. If the Company at any time combines (by reverse stock split,
recapitalization or otherwise) its outstanding shares of Common Stock into a
smaller number of shares, then as of the record date for effecting such
combination the number of shares issuable upon exercise of this Warrant will be
proportionately decreased and the Exercise Price in effect immediately prior to
such combination shall be proportionately increased.

     3.2. Consolidation, Merger, etc. In case of any consolidation or merger of
the Company with or into any other corporation, entity or person, or (a) any
other corporate reorganization, in which the Company shall not be the continuing
or surviving entity of such consolidation, merger or reorganization or in
connection with which the Common Stock (or other securities issuable upon
exercise of this Warrant) shall be changed into or exchanged for stock of any
other entity or cash or other property, (b) any transaction in which in excess


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of 50% of the Company's voting power is transferred to a person not a
stockholder immediately prior to the consummation of such transaction, (c) any
sale of all or substantially all of the assets of the Company or (d) a capital
reorganization or reclassification of the Common Stock (or other securities
issuable upon exercise of this Warrant) that does not result in an adjustment
pursuant to Section 3.1 (any such transaction being hereinafter referred to as a
"Reorganization"), then, in each case, the Warrantholder, on exercise hereof at
any time after the consummation or effective date of such Reorganization, shall
receive, in lieu of the Warrant Shares issuable on such exercise prior to the
date of such Reorganization, the stock, other securities, cash or other property
to which such holder would have been entitled upon the date of such
Reorganization if such holder had exercised this Warrant immediately prior
thereto.

     3.3. Notice of Adjustment. Whenever an event necessitating an adjustment to
this Warrant pursuant to this Article III occurs, the Company shall promptly
deliver written notice thereof, by first class mail, postage prepaid, addressed
to the Warrantholder in accordance with Section 7.5, which notice shall state
the increase or decrease in the number or other denominations of securities
purchasable and exercise price payable upon the exercise of this Warrant setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.


IV. RESTRICTIONS ON TRANSFER

     4.1. Restrictions on Transfer. The Warrantholder, by its acceptance of this
Warrant, agrees to be bound by the provisions of this Article IV and
acknowledges and confirms that this Warrant and any Warrant Shares issued upon
exercise of this Warrant have not been registered under the Securities Act or
any applicable state securities laws, and may not be sold or transferred except
in compliance with and subject to the Securities Act and such state securities
laws. Unless and until this Warrant and such Warrant Shares have been registered
under the Securities Act and such state securities laws, the Company may
require, as a condition to effecting any sale or transfer of this Warrant or
such Warrant Shares on the books of the Company, an opinion of counsel
reasonably satisfactory to the Company to the effect that an exemption from
registration under the Securities Act and such state securities laws is
available for the proposed transfer or assignment or a certification reasonably
satisfactory to the counsel of the Company in its professional determination
from the transferee that it is an "accredited investor" as defined under the
Securities Act and regulations promulgated thereunder. Any purported sale or
transfer of this Warrant and/or such Warrant Shares shall be null and void
unless made in compliance with the conditions set forth in this Article IV.
Except as provided in Section 4.2, (a) this Warrant and any warrant of the
Company issued in exchange or replacement for this Warrant shall be stamped or
otherwise imprinted with a legend in substantially the form set forth on the
cover of this Warrant, (b) each stock certificate for Warrant Shares issued upon
the exercise of this Warrant and each stock certificate issued upon the transfer
of any such Warrant Shares shall be stamped or otherwise imprinted with a legend
substantially to the same effect.

     4.2. Termination of Restrictions. The restrictions imposed by Section 4.1
upon the transferability of this Warrant and the Warrant Shares shall terminate:
(a) when and so long as this Warrant or any such Warrant Shares shall have been
effectively registered under the Securities Act and transferred in compliance
therewith; or (b) when the Company shall have received an opinion of counsel
reasonably satisfactory to it that this Warrant or such Warrant Shares may be
transferred without registration thereof under the Securities Act; provided,
however, that if the Warrant or the Warrant Shares have been held (both legally
and beneficially) by the Warrantholder for at least one (1) year and is proposed
to be sold in compliance with Rule 144 under the Securities Act, no such opinion
of counsel shall be required. Whenever the legend requirements imposed by
Section 4.1 shall terminate as to this Warrant or the Warrant Shares, the holder
of this Warrant or any Warrant Shares shall be entitled to receive from the


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Company, at the Company's expense, a new warrant or a new stock certificate
representing the Warrant Shares, as the case may be, not bearing the restrictive
legend described in Section 4.1.

     4.3. Compliance with Securities Laws. The Warrantholder, by acceptance
hereof, represents to the Company that this Warrant and any Warrant Shares
purchased upon exercise of this Warrant are being acquired solely for the
Warrantholder's own account and not as a nominee for any other party, and for
investment, and that the Warrantholder will not offer, sell or otherwise dispose
of this Warrant or any such Warrant Shares except under circumstances that will
not result in a violation of the Securities Act or any applicable state
securities laws.

     4.4. Transfer Procedure. Subject to compliance with the other provisions of
this Article IV, transfer of this Warrant, in whole or in part, shall occur upon
surrender of this Warrant at the principal executive offices of the Company,
together with a duly executed written assignment of this Warrant and funds
sufficient to pay any transfer taxes payable upon the making of such transfer
and, if required, an opinion of counsel reasonably acceptable to counsel of the
Company in its professional determination concerning the compliance of such
transfer with the Securities Act and applicable state securities laws. Upon
receipt of such items, the Company shall execute and deliver a new warrant or
warrants in the name of the assignee or assignees and in the denomination(s)
specified in such instrument of assignment, and shall issue to the assignor a
new warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.

     4.5. Maintenance of Transfer Books. The Company agrees to maintain, at the
principal executive office of the Company, books or records for the registration
and the registration of transfer of this Warrant or any warrant of the Company
issued in exchange for this Warrant.


V.   NECESSARY ACTIONS

     The Company will: (a) use its commercially reasonable efforts to obtain all
such authorizations, approvals, exemptions or consents from any Governmental
Authority having jurisdiction thereof as may be necessary to enable the Company
to perform its obligations under this Warrant (including, without limitation,
making all necessary filings with such Governmental Authorities); (b) take all
necessary steps (including, without limitation, making appropriate amendments to
its certificate of incorporation) to ensure that the Company has authorized a
sufficient number of authorized but unissued shares of its common stock to
provide for the issuance of the Warrant Shares; (c) reserve from such authorized
but unissued shares of common stock a sufficient number of shares to provide for
the issuance of the Warrant Shares upon the exercise of this Warrant; and (d)
take all actions as may be necessary or appropriate to ensure that the Company
may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant that are not subject to any preemptive
rights and are free from all taxes, liens, security interests, charges, and
other encumbrances with respect to the issuance thereof, other than taxes in
respect of any transfer occurring contemporaneously with such issuance.

VI.  LOSS OR MUTILATION

     On receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant and (a) in the case of loss,
theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and substance to the Company; or (b) in the case of
mutilation, on surrender and cancellation of this Warrant, the Company shall
execute and deliver, in lieu of this Warrant, a new warrant of like tenor and
amount.


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VII. MISCELLANEOUS

     7.1 Entire Agreement. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to the Warrant.

     7.2 Nonwaiver. No course of dealing or any delay or failure to exercise any
right hereunder on the part of the Warrantholder shall operate as a waiver of
such right or otherwise prejudice the Warrantholder's rights, powers or
remedies.

     7.3 Binding Effect; No Third-Party Beneficiaries. This Warrant shall inure
to the benefit of and shall be binding upon the Company and the Warrantholder
and their respective successors and permitted assigns. Nothing in this Warrant,
expressed or implied, is intended to or shall confer on any person other than
the Company and the Warrantholder, or their respective successors or permitted
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Warrant.

     7.4 Section and Other Headings. The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.

     7.5 Notices. Except as otherwise expressly provided herein, all notices and
deliveries referred to in this Warrant shall be in writing (including facsimile
transmission or similar writing) and shall be given to such party at its address
or facsimile number set forth on the signature pages hereof. Each such notice,
request or other communication shall be deemed received by the other party (i)
if given by facsimile transmission, when transmitted to the facsimile number
specified in this Section and confirmation of receipt is received, (ii) if given
by mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iii) if given by any other
means, when delivered at the address specified in this Section.

     7.6 Severability. Whenever possible, each provision of this Warrant will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision of this Warrant or the
validity, legality or enforceability of this Warrant in any other jurisdiction.
In such event, this Warrant will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.

     7.7 Governing Law. All questions concerning the construction, validity and
interpretation of this warrant and the issuance of securities hereunder will be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

     7.8 Rights or Liabilities as Stockholder. The Warrantholder shall be deemed
to have become a holder of record of the shares of Common Stock issuable under
Section 2.2 as of the date on which all required deliverables pursuant to
Section 2.2 have been received by the Company. Until such time the Warrantholder
shall not have any voting rights or other rights or liabilities of a stockholder
of the Company with respect to the Common Stock issuable hereunder.

     7.9 Amendment. No amendment or waiver of any provision of this Warrant
shall be effective without the prior written consent of the Company and the
Warrantholder.



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                            [SIGNATURE PAGE FOLLOWS]











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     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.



                              MOTIENT CORPORATION



                              By:      _________________________
                              Name:    _________________________
                              Title:   _________________________



                              Warrantholder Information:



                              COMMUNICATION TECHNOLOGY ADVISORS LLC
                              18 Corporate Woods Boulevard, Third Floor
                              Albany, New York  12211
                              Attention: Jared E. Abbruzzese
                              Telephone: (518) 462-2632
                              Facsimile: (518) 462-3045



Dated:  ___________, 2002




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                                     Annex I
                                     -------

                               NOTICE OF EXERCISE
                               ------------------

                 (To be executed upon exercise of this Warrant)


               The undersigned hereby irrevocably elects to exercise the right
represented by this Warrant to purchase _________ shares of Common Stock, and
herewith tenders to the Company as payment for such shares the amount of
$__________ in accordance with the terms of this Warrant. The undersigned
requests that a certificate for such shares be registered in the name of each of
the following:

                            Name:  __________________

                           Address:__________________

                                   __________________

                                   __________________

and that each certificate be delivered to the above at the address indicated.

               The undersigned represents that it is an "accredited investor"
(as defined in applicable rules and regulations under the Securities Act of
1933, as amended), and that it is acquiring such shares of Common Stock for its
own account for investment and not with a view to or for sale in connection with
any distribution thereof.

Dated:  __________________________


                           Signature ___________________________

                                     ___________________________
                                             (Print Name)

                                     ___________________________
                                             (Street Address)

                                     ___________________________
                                     (City) (State) (Zip Code)




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