MOTIENT CORP
ESCROW AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex102.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2

                     AMENDED AND RESTATED ESCROW AGREEMENT

         THIS AMENDED AND RESTATED ESCROW AGREEMENT, is effective as of October
27, 2005, (the "Agreement") and amends and restates in its entirety the Escrow
Agreement dated April 15, 2005 (the "Prior Agreement") by and among Motient
Corporation, a Delaware corporation (the "Company") and EquiServe Trust Company
N.A., a National Trust Company, a wholly-owned subsidiary of EquiServe Inc., as
escrow agent (the "Escrow Agent").

         WHEREAS, on April 15, 2005 the Company issued an aggregate of 408,500
shares (the "Series A Shares") of the Company's Series A Preferred Stock, $0.01
par value per share (the "Series A Preferred Stock"); and

         WHEREAS, the Series A Shares were issued to the investors at a per
share price and upon the terms and conditions set forth in the Securities
Purchase Agreement dated as of the date hereof between the Company and the
purchasers listed on Schedule I thereto (the "Securities Purchase Agreement");
and

         WHEREAS, the terms of the Securities Purchase Agreement and Certificate
of Designations of the Series A Cumulative Convertible Preferred Stock filed
with the Secretary of State of the State of Delaware on April 15, 2005, 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 filed with the Secretary of State of the State of Delaware on July 29,
2005 (the "Series A Certificate of Designations"), provided that it was a
condition precedent to the closing of the transactions under the Securities
Purchase Agreement for the Company to deposit 10.5% of the total proceeds
received by the Company from the sale of the Series A Preferred Stock pursuant
to the terms of the Prior Agreement; and

         WHEREAS, on the date hereof the Company consummated an exchange offer
(the "Exchange Offer") pursuant to which a majority of the holders of Series A
Shares exchanged their Series A Shares for shares (the "Series B Shares" and,
together with the Series A Shares, the "Shares") of Series B Cumulative
Convertible Preferred Stock, $0.01 par value per share (the "Series B Preferred
Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"),
and the Certificate of Designations of the Series B Cumulative Convertible
Preferred Stock filed with the Secretary of State of the State of Delaware on or
before the date hereof (the "Series B Certificate of Designations" and, together
with the Series A Certificate of Designations, the "Certificates of
Designations") requires that the Company retain the amounts deposited pursuant
to the Prior Agreement for the benefit of the holders of Series B Shares, as
well as the holders of Series A Shares who elected not to exchange such shares
in the Exchange Offer; and

         WHEREAS, the Prior Agreement could be amended by obtaining the written
consent of the Company and the Escrow Agent, both the Company and the Escrow
Agent have consented to the Amendments to the Prior Agreement set forth in this
Agreement and, in connection with the Exchange Offer, the holders of the Series
A Shares who exchanged their Series A Shares for Series B Shares, who
constituted a majority of the holders of Series A Shares, pursuant to the terms
of the Exchange Offer also consented to the Amendments to the Prior Agreement
set forth in this Agreement.

<PAGE>


         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by each of the parties hereto, the
parties hereto, intending to be legally bound, do hereby agree as follows:

         Section 1. Appointment of Escrow Agent. The Company hereby appoints
EquiServe Trust Company N.A. as escrow agent in accordance with the terms and
conditions set forth herein, and the Escrow Agent hereby accepts such
appointment.

         Section 2. Deposit into the Escrow Property. On or about April 15,
2005, the Company deposited with the Escrow Agent the sum of $42,892,500 in
immediately available funds (the "Escrowed Proceeds"), and which Escrowed
Proceeds shall be held by the Escrow Agent upon the terms and conditions
hereinafter set forth. The foregoing property and/or funds, plus all interest,
dividends and other distributions and payments thereon (collectively, the
"Earnings") received by the Escrow Agent, less any property and/or funds
distributed or paid in accordance with this Escrow Agreement, are collectively
referred to herein as the "Escrow Property". The Escrow Agent shall have no duty
to solicit the Escrow Property.

         Section 3. Investment of the Escrow Property. During the term of this
Agreement, the Escrow Agent shall invest and reinvest the Escrow Property in any
of the following investments, in each case at the written direction of the
Company. In the event the Company makes no investment election, Escrow Agent
shall invest and reinvest the Escrow Property in the investments listed in
Section 3(1) below:

         (1) direct obligations of, or obligations fully guaranteed as to
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit of
the United States; or

         (2) any of the approved Directed Investment/Escrow Money Market Funds
set forth on Schedule A hereto.

The Escrow Agent shall have no obligation to invest or reinvest the Escrow
Property if deposited with the Escrow Agent after 11:00 a.m. (E.S.T.) on such
day of deposit. Instructions received after 11:00 a.m.(E.S.T.) will be treated
as if received on the following business day. The Escrow Agent shall have no
responsibility for any investment losses resulting from the investment,
reinvestment or liquidation of the Escrow Property. Any interest or other income
received on such investment and reinvestment of the Escrow Property shall become
part of the Escrow Property and any losses incurred on such investment and
reinvestment of the Escrow Property shall be debited against the Escrow
Property. If a selection is not made and a written direction not given to the
Escrow Agent, the Escrow Property shall except as otherwise provided herein
remain uninvested with no liability for interest therein. It is agreed and
understood that the entity serving as Escrow Agent may earn fees associated with
the investments outlined above in accordance with the terms of such investments.
Notwithstanding the foregoing, the Escrow Agent shall have the power to sell or
liquidate the foregoing investments whenever the Escrow Agent shall be required
to release all or any portion of the Escrow Property pursuant to Section 4
hereof. In no event shall the Escrow Agent be deemed an investment manager or
adviser in respect of any selection of investments hereunder.

                                       2
<PAGE>

         Section 4. Distribution of Escrow Property. The Escrow Agent shall hold
the Escrow Property in its possession until instructed hereunder to deliver the
Escrow Property or any specified portion thereof in accordance with a written
release notice signed by an authorized person of the Company. Subject to 9.8(b),
if the Escrow Property is disbursed in accordance with a court order, the
Company shall represent to the Escrow Agent that such court order is final and
non-appealable.

         The Escrow Proceeds shall be distributed to the Company to be paid to
the holders of Preferred Stock (i) as dividend payments on the shares of
Preferred Stock when and as declared by the Board of Directors of the Company to
the holders of shares of Preferred Stock who are record holders of Preferred
Stock on the record date for the payment of such dividend, (ii) pursuant to the
redemption of shares of Preferred Stock, or (iii) upon the liquidation,
dissolution or winding up of the Company, each pursuant to the terms of the
applicable Certificate of Designations and upon the Company's certification to
the Escrow Agent of the authorization of such distribution. Upon any conversion
of shares of Preferred Stock pursuant to the terms of the applicable Certificate
of Designations, the amount of the Escrow Proceeds attributable to accrued and
unpaid dividends and future dividends through and including the fourth
semi-annual dividend on such converted shares shall be released to the Company
upon the Company's certification to the Escrow Agent of its entitlement thereto.
Notwithstanding the forgoing, such distributions shall be effected pursuant to
the terms of that certain Transfer Agency and Services Agreement dated as of the
date hereof between the parties hereto (the "TA Agreement"), and in particular
Section 4 thereof.

         Earnings on the Escrow Proceeds shall be distributed from time to time
to the Company.

         Section 5. Termination. The Escrow Agent shall distribute the remaining
balance, if any, of the Escrow Property to the Company following the earliest to
occur of (i) the payment of the fourth semi-annual dividend to be paid on the
shares of Preferred Stock, (ii) the complete redemption of all shares of
Preferred Stock (iii) the conversion of all shares of Preferred Stock or (iv)
the liquidation, dissolution or winding up of the Company, each pursuant to the
terms of the Certificates of Designations.

         This Escrow Agreement shall terminate upon the distribution of all
Escrow Property from the account established hereunder. The provisions of
Sections 6, 8 and 9 shall survive the termination of this Escrow Agreement and
the earlier resignation or removal of the Escrow Agent.

         Section 6. Compensation of Escrow Agent. The Escrow Agent shall be
entitled to payment from the Company for customary fees and expenses for all
services rendered by it hereunder as separately agreed to in writing between the
Company and the Escrow Agent (as such fees may be adjusted from time to time).
It is understood by all parties that an invoice for the annual fee will be
rendered to and payable by the Company on the effective date of the transaction
and annually on that date thereafter. The Company shall reimburse the Escrow
Agent on demand for all loss, liability, damage, disbursements, advances or
expenses paid or incurred by it in the administration of its duties hereunder,
including, but not limited to, all counsel, advisors' and agents' fees and
disbursements and all taxes or other governmental charges. At all times, the


                                       3
<PAGE>

Escrow Agent will have a right of set off and first lien on the funds in the
Escrow Property for payment of customary fees and expenses and all such loss,
liability, damage or expenses. Such compensation and expenses shall be paid from
the Escrow Property to the extent not otherwise paid hereunder. The obligations
contained in this Section 6 shall survive the termination of this Escrow
Agreement and the resignation or removal of the Escrow Agent.

         Section 7. Resignation of Escrow Agent. The Escrow Agent may resign and
be discharged from its duties hereunder at any time by giving thirty (30)
calendar days' prior written notice of such resignation to the Company. The
Company may remove the Escrow Agent at any time by giving thirty (30) calendar
days' prior written notice to the Escrow Agent. Upon such notice, a successor
escrow agent shall be appointed by the Company that shall be a commercial bank
or trust company or other entity of good reputation and reasonably capable of
performing the services of the Escrow Agent hereunder, who shall provide written
notice of such to the resigning Escrow Agent. Such successor escrow agent shall
become the escrow agent hereunder upon the resignation or removal date specified
in such notice. If the Company is unable to or fails to appoint a successor
escrow agent within thirty (30) days after such notice, the Escrow Agent may, in
its sole discretion, deliver the Escrow Property to the Company at the address
provided herein or may apply to a court of competent jurisdiction for the
appointment of a successor escrow agent or for other appropriate relief. The
costs and expenses (including its attorneys' fees and expenses) incurred by the
Escrow Agent in connection with such proceeding shall be paid by the Company.
Upon receipt of the identity of the successor escrow agent, the Escrow Agent
shall either deliver the Escrow Property then held hereunder to the successor
Escrow Agent, less the Escrow Agent's fees, costs and expenses or other
obligations owed to the Escrow Agent to be paid from any interest earned in
respect of the Escrow Property, or hold any interest earned in respect of the
Escrow Property (or any portion thereof), pending distribution, until all such
fees, costs and expenses or other obligations are paid. Upon its resignation and
delivery of the Escrow Property as set forth in this Section 7, the Escrow Agent
shall be discharged of and from any and all further obligations arising in
connection with the Escrow Property or this Agreement.

         Section 8. Indemnification of Escrow Agent. The Company shall
indemnify, defend and hold harmless the Escrow Agent and its officers,
directors, employees, representatives and agents, from and against and reimburse
the Escrow Agent for any and all claims, expenses, obligations, liabilities,
losses, damages, injuries (to person, property, or natural resources),
penalties, stamp or other similar taxes, actions, suits, judgments, reasonable
costs and expenses (including reasonable attorney's fees and expenses) of
whatever kind or nature regardless of their merit, demanded, asserted or claimed
against the Escrow Agent directly or indirectly relating to, or arising from,
claims against the Escrow Agent by reason of its participation in the
transactions contemplated hereby, including without limitation all reasonable
costs required to be associated with claims for damages to persons or property,
and reasonable attorneys' and consultants' fees and expenses and court costs
except to the extent caused by the Escrow Agent's gross negligence or willful
misconduct. The provisions of this Section 8 shall survive the termination of
this Agreement or the earlier resignation or removal of the Escrow Agent. Escrow
Agent's liability hereunder shall be limited in accordance with Section 10 of
the TA Agreement.

                                       4
<PAGE>

         Section 9.     The Escrow Agent.
                        ----------------

         (1) The duties, responsibilities and obligations of Escrow Agent shall
be limited to those expressly set forth herein and no duties, responsibilities
or obligations shall be inferred or implied against the Escrow Agent. The Escrow
Agent shall not be subject to, nor required to comply with, any other agreement
to which the Company is a party, even though reference thereto may be made
herein, or to comply with any direction or instruction (other than those
contained herein or delivered in accordance with this Escrow Agreement) from the
Company or an entity acting on its behalf. The Escrow Agent shall not be
required to expend or risk any of its own funds or otherwise incur any
liability, financial or otherwise, in the performance of any of its duties
hereunder.

         (2) If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which in any way affects the Escrow Property (including
but not limited to orders of attachment or garnishment or other forms of levies
or injunctions or stays relating to the transfer of the Escrow Property), the
Escrow Agent is authorized to comply therewith in any manner it or legal counsel
of its own choosing deems appropriate; and if the Escrow Agent complies with any
such judicial or administrative order, judgment, decree, writ or other form of
judicial or administrative process, Escrow Agent shall not be liable to any of
the parties hereto or to any other person or entity even though such order,
judgment, decree, writ or process may be subsequently modified or vacated or
otherwise determined to have been without legal force or effect.

         (3)   (a)  The Escrow Agent shall not be liable for any action taken or
omitted or for any loss or injury resulting from its actions or its performance
or lack of performance of its duties hereunder in the absence of gross
negligence or willful misconduct on its part. In no event shall the Escrow Agent
be liable (i) for acting in accordance with or conclusively relying upon any
instruction, notice, demand, certificate or document from the Company or any
entity acting on behalf of the Company, (ii) for any indirect, consequential,
punitive or special damages, regardless of the form of action and whether or not
any such damages were foreseeable or contemplated, (iii) for the acts or
omissions of its nominees, correspondents, designees, agents, subagents or
subcustodians, (iv) for the investment or reinvestment of any cash held by it
hereunder, in each case 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 Property, or any loss of interest or income incident to any such
delays, or (v) for an amount in excess of the value of the Escrow Property,
valued as of the date of deposit, but only to the extent of direct money
damages.

               (b) If any fees, expenses or costs incurred by, or any
obligations owed to, the Escrow Agent or its counsel hereunder are not promptly
paid when due, the Escrow Agent may reimburse itself therefor from the Escrow
Property and may sell, liquidate, convey or otherwise dispose of any investment
in respect of the Escrow Property for such purpose. The Escrow Agent may in its
sole discretion withhold from any distribution of any interest earned in respect
of the Escrow Property an amount it believes would, upon sale or liquidation,
produce proceeds equal to any unpaid amounts to which the Escrow Agent is
entitled to hereunder.

                                       5
<PAGE>

               (c) As security for the due and punctual performance of any and
all of the Company's obligations to the Escrow Agent hereunder, now or hereafter
arising, the Company hereby pledges, assigns and grants to the Escrow Agent a
continuing security interest in, and a lien on, the Escrow Property and all
Earnings thereon or additions thereto. The security interest of the Escrow Agent
shall at all times be valid, perfected and enforceable by the Escrow Agent
against the Company and all third parties in accordance with the terms of this
Escrow Agreement.

               (d) The Escrow Agent may consult with legal counsel of its own
choosing, at the expense of the Company, as to any matter relating to this
Escrow Agreement, and the Escrow Agent shall not incur any liability in acting
in good faith in accordance with any advice from such counsel.

               (e) The Escrow Agent shall not incur any liability for not
performing any act or fulfilling any duty, obligation or responsibility
hereunder by reason of any occurrence beyond the control of the Escrow Agent
(including but not limited to any act or provision of any present or future law
or regulation or governmental authority, any act of God, war, or terrorism, or
the unavailability of the Federal Reserve Bank wire or facsimile or other wire
or communication facility).

               (f) The Escrow Agent shall be entitled to conclusively 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 or
the service thereof. The Escrow Agent may act in conclusive reliance upon any
instrument or signature believed by it to be genuine and may assume that any
person purporting to give receipt or advice to make any statement or execute any
document in connection with the provisions hereof has been duly authorized to do
so.

         (4) The Escrow Agent shall not be responsible in any respect for the
form, execution, validity, value or genuineness of documents or securities
deposited hereunder, or for any description therein, or for the identity,
authority or rights of persons executing or delivering or purporting to execute
or deliver any such document, security or endorsement. The Escrow Agent shall
not be called upon to advise any party as to the wisdom in selling or retaining
or taking or refraining from any action with respect to any securities or other
property deposited hereunder.

         (5) The Escrow Agent shall not be under any duty to give the Escrow
Property held by it hereunder any greater degree of care than it gives its own
similar property and shall not be required to invest any funds held hereunder
except as directed in this Escrow Agreement. Uninvested funds held hereunder
shall not earn or accrue interest.

         (6) At any time the Escrow Agent may request an instruction in writing
in English from the Company and may, at its own option, include in such request
the course of action it proposes to take and the date on which it proposes to
act, regarding any matter arising in connection with its duties and obligations
hereunder. The Escrow Agent shall not be liable for acting in accordance with
such a proposal on or after the date specified therein, provided that the
specified date shall be at least three (3) business days after the Company
receives the Escrow Agent's request for instructions and its proposed course of


                                       6
<PAGE>

action, and provided further that, prior to so acting, the Escrow Agent has not
received the written instructions requested.

         (7) When the Escrow Agent acts on any information, instructions,
communications, (including, but not limited to, communications with respect to
the delivery of securities or the wire transfer of funds) sent by telex,
facsimile, email or other form of electronic or data transmission, the Escrow
Agent, absent gross negligence, shall not be responsible or liable in the event
such communication is not an authorized or authentic communication of the
Company or is not in the form the Company sent or intended to send (whether due
to fraud, distortion or otherwise). The Company shall indemnify the Escrow Agent
against any loss, liability, claim or expense (including legal fees and
expenses) it may incur with its acting in accordance with any such
communication.

         (8) (a) In the event of any ambiguity or uncertainty hereunder or in
any notice, instruction or other communication received by the Escrow Agent
hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any
action other than to retain possession of the Escrow Property, unless the Escrow
Agent receives written instructions, signed by the Company, which eliminates
such ambiguity or uncertainty.

               (b)    In the event of any dispute between or conflicting claims
among the Company and any other person or entity with respect to any Escrow
Property, the Escrow Agent shall be entitled, in its sole discretion, to refuse
to comply with any and all claims, demands or instructions with respect to such
Escrow Property so long as such dispute or conflict shall continue, and the
Escrow Agent shall not be or become liable in any way to the Company or such
other person or entity for failure or refusal to comply with such conflicting
claims, demands or instructions. The Escrow Agent shall be entitled to refuse to
act until, in its sole discretion, either (i) such conflicting or adverse claims
or demands shall have been determined by a final order, judgment or decree of a
court of competent jurisdiction, which order, judgment or decree is not subject
to appeal, or settled by agreement between the conflicting parties as evidenced
in a writing satisfactory to the Escrow Agent or (ii) the Escrow Agent shall
have received security or an indemnity satisfactory to it sufficient to hold it
harmless from and against any and all losses which it may incur by reason of so
acting. Any court order, judgment or decree shall be accompanied by a legal
opinion by counsel for the presenting party, satisfactory to the Escrow Agent,
to the effect that said order, judgment or decree represents a final
adjudication of the rights of the parties by a court of competent jurisdiction,
and that the time for appeal from such order, judgment or decree has expired
without an appeal having been filed with such court. The Escrow Agent shall act
on such court order and legal opinions without further question. The Escrow
Agent may, in addition, elect, in its sole discretion, to commence an
interpleader action or seek other judicial relief or orders as it may deem, in
its sole discretion, necessary. The costs and expenses (including reasonable
attorneys' fees and expenses) incurred in connection with such proceeding shall
be paid by the Company.

               (c)    The Escrow Agent shall have no responsibility for the
contents of any writing of the arbitrators or any third party contemplated
herein as a means to resolve disputes and may conclusively rely without any
liability upon the contents thereof.

                                       7
<PAGE>

         (9) The Escrow Agent does not have any interest in the Escrow Property
deposited hereunder but is serving as escrow holder only and having only
possession thereof. The Company shall pay or reimburse the Escrow Agent upon
request for any transfer taxes or other taxes relating to the Escrow Property
incurred in connection herewith and shall indemnify and hold harmless the Escrow
Agent from any amounts that it is obligated to pay in the way of such taxes. Any
payments of income from this Escrow Account shall be subject to withholding
regulations then in force with respect to United States taxes. The Company will
provide the Escrow Agent with an appropriate W-9 form for tax identification
number certification. This paragraph shall survive notwithstanding any
termination of this Escrow Agreement or the resignation or removal of the Escrow
Agent.

         (10)  The Escrow Agent shall provide to the Company monthly statements
identifying transactions, transfers or holdings of Escrow Property and each such
statement shall be deemed to be correct and final upon receipt thereof by the
Company unless the Escrow Agent is notified in writing, by the Company, to the
contrary within thirty (30) business days of the date of the Company's receipt
of such statement.

         Section 10. Miscellaneous.   (a)   This Agreement embodies the entire
agreement and understanding among the parties relating to the subject matter
hereof.

               (b) This Agreement shall be governed by and construed in
accordance with the laws of the State of Massachusetts without reference to the
principles of conflict of laws.

               (c) Each of the parties hereto hereby irrevocably consents to the
jurisdiction of the courts of the State of Massachusetts and of any Federal
Court located in the State of Massachusetts in connection with any action, suit
or other proceeding arising out of or relating to this Agreement or any action
taken or omitted hereunder, and waives any claim of forum non conveniens and any
objections as to laying of venue. Each party further waives personal service of
any summons, complaint or other process and agrees that service thereof may be
made by certified or registered mail directed to such person at such person's
address for purposes of notices hereunder.

               (d) All notices and other communications under this Agreement
shall be in writing in English and shall be deemed given when delivered
personally, on the next Business Day after delivery to a recognized overnight
courier or mailed first class (postage prepaid)or when sent by facsimile to the
parties (which facsimile copy shall be followed, in the case of notices or other
communications sent to the Escrow Agent, by delivery of the original) at the
following addresses (or to such other address as a party may have specified by
notice given to the other parties pursuant to this provision):

         If to the Company, to:

         Motient Corporation
         300 Knightsbridge Parkway
         Lincolnshire, Illinois 60069
         Attention: General Counsel
         Telecopy: (847) 478-4810

                                       8
<PAGE>

         with a copy to:

         Andrews Kurth LLP
         600 Travis, Suite 4200
         Houston, Texas
         Attention: Mark Young
         Telecopy: (713) 220-4285

         If to the Escrow Agent, to:

         EquiServe Trust Company N.A.
         Corporate Trust Department
         Attention Mr. John Ryan
         250 Royall Street
         Canton, Massachusetts  02021
         Telecopy No.:  (781) 575-2285

               (e) The headings of the Sections of this Agreement have been
inserted for convenience and shall not modify, define, limit or expand the
express provisions of this Agreement.

               (f) This Agreement and the rights and obligations hereunder of
parties hereto may not be assigned except with the prior written consent of the
other parties hereto. This Agreement shall be binding upon and inure to the
benefit of each party's respective successors and permitted assigns. Except as
expressly provided herein, no other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement is intended to be for the
sole benefit of the parties hereto, and (subject to the provisions of this
Section 10(f)) their respective successors and assigns, and none of the
provisions of this Agreement are intended to be, nor shall they be construed to
be, for the benefit of any third person.

               (g) This Agreement may not be amended, supplemented or otherwise
modified without the prior written consent of the parties hereto.

               (h) The 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.

               (i) The Escrow Agent shall not be called upon to advise any party
as to the wisdom in selling or retaining or taking or refraining from any action
with respect to any securities or other property deposited hereunder.

               (j) Any payments of income from the Escrow Property shall be
subject to withholding regulations then in force with respect to United States
taxes. The Company will provide the Escrow Agent with its Employer
Identification Number for use by the Escrow Agent if necessary. It is understood
that the Escrow Agent shall be responsible for income reporting only with


                                       9
<PAGE>

respect to income earned on the Escrow Property and will not be responsible for
any other reporting.

               (k) This Agreement may be executed in two or more counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.

               (l) The rights and remedies conferred upon the parties hereto
shall be cumulative, and the exercise or waiver of any such right or remedy
shall not preclude or inhibit the exercise of any additional rights or remedies.
The waiver of any right or remedy hereunder shall not preclude the subsequent
exercise of such right or remedy.

               (m) The Company hereby represents and warrants (a) that this
Escrow Agreement has been duly authorized, executed and delivered on its behalf
and constitutes its legal, valid and binding obligation and (b) that the
execution, delivery and performance of this Escrow Agreement by the Company does
not and will not violate any applicable law or regulation.

               (n) The invalidity, illegality or unenforceability of any
provision of this Escrow Agreement shall in no way affect the validity, legality
or enforceability of any other provision; and if any provision is held to be
unenforceable as a matter of law, the other provisions shall not be affected
thereby and shall remain in full force and effect.

               (o) No printed or other material in any language, including
prospectuses, notices, reports, and promotional material which mentions
"EquiServe Trust Company N.A." or any of its respective affiliates by name or
the rights, powers, or duties of the Escrow Agent under this Escrow Agreement
shall be issued by any other parties hereto, or on such party's behalf, without
the prior written consent of the Escrow Agent.

               (p) For purposes of this Agreement, "Business Day" shall mean any
day that is not a Saturday or Sunday or a day on which banks are required or
permitted by law or executive order to be closed in the State of Massachusetts.

               (q) This Agreement shall be governed and construed in accordance
with the laws of The Commonwealth of Massachusetts.


                                       10
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Escrow Agreement as of the day and year first above written.

                                       MOTIENT CORPORATION

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

                                       EQUISERVE  TRUST COMPANY N.A.,
                                        as Escrow Agent

                                       By  /s/ John F. Ryan III
                                           ----------------------------
                                       Name:  John F. Ryan III
                                       Title: Senior Trust Officer



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<PAGE>


                                                                      Schedule A
                                                                      ----------

                                 Bank of America
                  Directed Investment/Escrow Money Market Funds


         Fund                                     Fund #
         ----                                     ------

         Nations Cash Reserve Fund                # 261

         Nations Money Market Reserves Fund       # 268

         Nations Treasury Reserves Fund           # 262

         Nations Government Reserves Fund         # 263


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</DOCUMENT>
