MOTIENT CORP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex103.txt
<TEXT>
                                                                    Exhibit 10.3

NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR APPLICABLE
STATE  SECURITIES  LAWS AND NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON
EXERCISE OF THIS  WARRANT  MAY BE SOLD OR  TRANSFERRED  UNLESS THE  REGISTRATION
PROVISIONS  OF THE SAID ACT AND  APPLICABLE  STATE  SECURITIES  LAWS  HAVE  BEEN
COMPLIED WITH OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.

                                                                  April 15, 2005


                               MOTIENT CORPORATION

                          COMMON STOCK PURCHASE WARRANT

Void after April 15, 2010

     This Warrant (the "Warrant") entitles ______________ (including any
successors or assigns, the "Holder"), for value received, to purchase from
MOTIENT CORPORATION, a Delaware corporation, at any time and from time to time,
subject to the terms and conditions set forth herein, during the period starting
from 5:00 a.m. on the Initial Exercise Date (as defined in Section 1 below) to
5:00 p.m., Eastern time, on the Expiration Date (as defined in Section 1 below),
at which time this Warrant shall expire and become void, all or any portion of
the vested Warrant Shares at the Exercise Price (as defined in Section 1 below).
This Warrant also is subject to the following terms and conditions:

     1. Definitions. As used in this Warrant, the following terms shall have the
respective meanings set forth below or elsewhere in this Warrant as referred to
below:

     "Affiliate" means any Person that, directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, a Person, as such terms are used and construed under Rule 144, and any
Person (or group of Persons) who share(s) voting or investment power or is (are)
deemed a beneficial owner(s), as such terms are used and construed under Rule
13d-3 of the rules and regulations promulgated under the Securities Exchange Act
of 1934, as amended, including, without limitation, any Person that serves as a
general partner and/or investment adviser or in a similar capacity of a Person.

     "Business Day" means any day except Saturday, Sunday and any day which
shall be a federal legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other governmental action
to close.

<PAGE>

     "Common Stock" means the common stock, $0.01 par value per share, of the
Company (including any securities into which or for which such shares may be
exchanged for, or converted into, pursuant to any stock dividend, stock split,
stock combination, recapitalization, reclassification, reorganization or other
similar event).

     "Company" means Motient Corporation, a Delaware corporation.

     "Mandatory Effectiveness Date" means the date that is the earlier of (i)
August 8, 2005 in the event the Mandatory Registration Statement is not reviewed
by the SEC, (ii) September 7, 2005 in the event the Mandatory Registration
Statement is reviewed by the SEC (including, in either case, filing with the
SEC, within three (3) Business Days of the date that the Company is notified
(orally or in writing, whichever is earlier) by the SEC that the Mandatory
Registration Statement will not be "reviewed" or will not be subject to further
review a request for acceleration of effectiveness in accordance with Rule 461
promulgated under the Securities Act, which request shall request an effective
date that is within three (3) Business Days of the date of such request)

     "Exercise Price" means, $26.51 per share of Common Stock, as applicable and
as adjusted from time to time pursuant to the terms of this Warrant.

     "Expiration Date" means April 15, 2010.

     "Fair Market Value" shall mean (i) if the Common Stock is traded on Nasdaq,
then the last reported sale price per share of Common Stock on The NASDAQ Stock
Market or any national securities exchange in which such Common Stock is quoted
or listed, as the case may be, on the date immediately preceding each date the
Warrant is exercised or, if no such sale price is reported on such date, such
price on the next preceding Business Day in which such price was reported, (ii)
if the Common Stock is actively traded over-the-counter, then the average of the
closing bid and asked prices over the five (5) trading days ended on the trading
day immediately preceding each date the Warrant is exercised or (iii) if such
Common Stock is not traded, quoted or listed on The NASDAQ Stock Market or any
national securities exchange or the over-the-counter market, then the fair
market value of a share of Common Stock, as determined in good faith by the
Board of Directors of the Company.

     "Filing Deadline Date" means June 24, 2005.

     "Holder" has the meaning set forth in the preamble of this Warrant.

     "Initial Exercise Date" means the date on which this Warrant first vests in
accordance with Section 2.1 hereof.

     "Mandatory Registration Statement" means the registration statement on Form
S-1 filed with the SEC for the purpose of registering under the Securities Act
all of the Warrant Shares and the shares of Common Stock issuable upon
conversion or redemption of the Shares or issued as a dividend on the Shares.

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<PAGE>

     "Person" (whether or not capitalized) means an individual, entity,
partnership, limited liability company, corporation, association, trust, joint
venture, unincorporated organization, and any government, governmental
department or agency or political subdivision thereof.

     "Securities Act" means the Securities Act of 1933, as amended.

     "SEC" means the Securities and Exchange Commission.

     "Shares" means the shares of Series A Preferred Stock issued pursuant to
the Securities Purchase Agreement.

     "Securities Purchase Agreement" means that certain Securities Purchase
Agreement dated as of the date hereof, by and between the Company and the other
parties thereto.

     "Warrant Shares" means an aggregate of _______________ shares of Common
Stock, after giving effect to all adjustments thereto provided for herein,
including, without limitation, those set forth in Section 4 hereof.

     2.  Exercise of Warrant.

         2.1 Method of Exercise; Vesting. Subject to all of the terms and
conditions hereof (including the vesting provisions set forth below), this
Warrant may be exercised in whole or in part, with respect to then vested
Warrant Shares, at any time and from time to time during the period commencing
on the Initial Exercise Date and ending on the Expiration Date. Exercise shall
be by presentation and surrender to the Company at its principal office, or to
the transfer agent of the Company, of this Warrant and the notice and
subscription form annexed hereto, executed by the Holder, which shall indicate
the number of shares for which the Holder intends to exercise this Warrant,
together with payment to the Company in accordance with Section 3 hereof in an
amount equal to the product of the Exercise Price multiplied by the number of
Warrant Shares being purchased upon such exercise. Upon and as of receipt by the
Company (or the transfer agent) of such properly completed and duly executed
purchase form accompanied by payment as herein provided, the Holder shall be
deemed to be the Holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Warrant Shares shall not
then actually be, or have been, delivered to the Holder.

     The Company and the Holder agree that in the event (i) the Mandatory
Registration Statement has not been filed with the SEC by the Filing Deadline
Date, (ii) the Mandatory Registration Statement has not been declared effective
by the SEC by the Mandatory Effectiveness Date or (iii) the Mandatory
Registration Statement is filed and declared effective but shall thereafter
cease to be effective (without being succeeded immediately by an additional
registration statement filed and declared effective) or usable for the offer and
sale of the securities registered thereby for a period of time that shall exceed

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<PAGE>

30 days in the aggregate in any twelve-month period (each of the events of a
type described in the foregoing clauses (i) through (iii) are individually
referred to herein as an "Event," and the Filing Deadline Date in the case of
clause (i), the Mandatory Effectiveness Date in the case of clause (ii), the
date on which the duration of the ineffectiveness or unusability of the
Mandatory Registration Statement in any period exceeds the number of days
permitted by clause (iii), being referred to herein as an "Event Date"), the
Warrant will vest at the rate set forth below. Events shall be deemed to
continue until the following dates with respect to the respective types of
Events: the date the Mandatory Registration Statement is filed in the case of an
Event of the type described in clause (i), the date the Mandatory Registration
Statement is declared effective under the Securities Act in the case of an Event
of the type described in clause (ii), and the date the Mandatory Registration
Statement becomes effective or usable again in the case of an Event of the type
described in clause (iii).

     This Warrant shall first become exercisable ("vest") with respect to
Warrant Shares commencing on (and including) any Event Date and will cease
vesting on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a "Vesting Period"). This Warrant will continue to
vest at any time, and from time to time, on which an Event has occurred and is
continuing until such time as all Warrant Shares have vested. This Warrant will
vest only during the Vesting Period and at a daily rate of 1/365th of the
Warrant Shares (such that the Warrant will be fully vested if the aggregate
number of days during all Vesting Periods is 365 days), but only to the extent
that, after giving effect to such vesting, such vesting will not result in the
Holder (together with its Affiliates) owning, holding or beneficially owning
more than 9.99% of the Common Stock (the "Ownership Limit"), and at any time,
and from time to time, if the Holder (together with its Affiliates) owns, holds
or beneficially owns a percentage less than the Ownership Limit, then this
Warrant shall thereafter vest or continue to vest, first with respect to any
Warrant Shares that would have vested in accordance with the terms hereof but
for the Ownership Limit and second, otherwise in accordance with the terms
hereof, but in each case, again, only to the extent that, after giving effect to
such vesting, such vesting will not result in the Holder (together with its
Affiliates) owning, holding or beneficially owning more than the Ownership
Limit; provided further that if this Warrant does not vest and become
exercisable for any Warrant Shares in accordance with this paragraph, then this
Warrant shall become null and void. This Warrant will be exercisable with
respect to all vested but unexercised Warrant Shares until the Expiration Date.

         2.2 Delivery of Stock Certificates on Exercise. As soon as practicable
after the exercise of this Warrant, and in any event within three (3) Business
Days thereafter, the Company, at its expense, and in accordance with applicable
securities laws, will cause to be issued in the name of and delivered to the
Holder, or as the Holder may direct (subject in all cases, to the provisions of
Section 9 hereof), a certificate or certificates for the number of Warrant
Shares purchased by the Holder on such exercise, plus, in lieu of any fractional
share to which the Holder would otherwise be entitled, cash equal to such
fraction multiplied by the Fair Market Value.

         2.3 Shares To Be Fully Paid and Nonassessable. All Warrant Shares
issued upon the exercise of this Warrant shall be validly issued, fully paid and

                                       4
<PAGE>

nonassessable, free of all liens, taxes, charges and other encumbrances or
restrictions on sale (other than those set forth herein).

         2.4 Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares of Common Stock shall be issued upon the exercise
of this Warrant. With respect to any fraction of a share of Common Stock called
for upon any exercise hereof, the Company shall make a cash payment to the
Holder as set forth in Section 2.2 hereof.

         2.5 Issuance of New Warrants; Company Acknowledgment. Upon any partial
exercise of this Warrant, the Company, at its expense, will forthwith and, in
any event within three (3) Business Days, issue and deliver to the Holder a new
warrant or warrants of like tenor, registered in the name of the Holder,
exercisable, in the aggregate, for the balance of the Warrant Shares. Moreover,
the Company shall, at the time of any exercise of this Warrant, upon the request
of the Holder, acknowledge in writing its continuing obligation to afford to the
Holder any rights to which the Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant; provided, however,
that if the Holder shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford to the Holder any such
rights.

         2.6 Payment of Taxes and Expenses. The Company shall pay any recording,
filing, stamp or similar tax which may be payable in respect of any transfer
involved in the issuance of, and the preparation and delivery of certificates
(if applicable) representing, (i) any Warrant Shares purchased upon exercise of
this Warrant and/or (ii) new or replacement warrants in the Holder's name or the
name of any transferee of all or any portion of this Warrant.

     3.  Payment of Exercise Price. The Exercise Price for the Warrant Shares
being purchased may be paid (i) in cash, by certified check or by wire transfer
to an account designated in writing by the Company, (ii) by cancellation of
indebtedness owing from the Company to the Holder, (iii) by the Holder
surrendering a number of Warrant Shares having a Fair Market Value on the date
of exercise equal to, greater than (but only if by a fractional share) or less
than the required aggregate Exercise Price, in which case the Holder shall
receive the number of Warrant Shares to which it would otherwise be entitled
upon such exercise, less the surrendered shares, or (iv) any combination of the
methods described in the foregoing clauses (i), (ii) and (iii).

     4.  Adjustment of Exercise Price. The Exercise Price shall be subject to
adjustment from time to time upon the happening of certain events as follows:

         4.1. Subdivision or Combination of Stock. If at any time or from time
to time after the date hereof, the Company shall subdivide (by way of stock
dividend, stock split or otherwise) its outstanding shares of Common Stock, the
Exercise Price in effect immediately prior to such subdivision shall be reduced
proportionately and the number of Warrant Shares (calculated to the nearest
whole share) shall be increased proportionately, and conversely, in the event
the outstanding shares of Common Stock shall be combined (whether by stock

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<PAGE>

combination, reverse stock split or otherwise) into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination shall be
increased proportionately and the number of Warrant Shares (calculated to the
nearest whole share) shall be decreased proportionately. The Exercise Price and
the number of Warrant Shares, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events described in this
Section 4.1.

         4.2 Adjustment for Stock Dividends. If at any time after the date
hereof, the Company shall declare a dividend or make any other distribution upon
any class or series of stock of the Company payable in shares of Common Stock or
securities convertible into shares of Common Stock, the Exercise Price and the
number of Warrant Shares to be obtained upon exercise of this Warrant shall be
adjusted proportionately to reflect the issuance of any shares of Common Stock
or convertible securities, as the case may be, issuable in payment of such
dividend or distribution. The Exercise Price and the number of Warrant Shares,
as so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 4.2. For the purposes of
clarity, no adjustment shall be made with respect to the payment of a dividend
of stock purchase rights in connection with the issuance of up to approximately
$21.4 million of shares of Common Stock at a per share price of $8.57 pursuant
to a follow on rights offering to certain of the Company's existing
stockholders, for which the record date for payment of such dividend was
December 14, 2004 but such dividend has not yet been paid.

         4.3 Adjustments for Reclassifications. If the Common Stock issuable
upon the conversion of this Warrant shall be changed into the same or a
different number of shares of any class(es) or series of stock, whether by
reclassification or otherwise (other than an adjustment under Section 4.1 and
Section 4.2 or a merger, consolidation, or sale of assets provided for under
Section 4.4), then and in each such event, the Holder hereof shall have the
right thereafter to convert each Warrant Share into the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, or other change by holders of the number of shares of Common
Stock into which such Warrant Shares would have been convertible immediately
prior to such reclassification or change, all subject to successive adjustments
thereafter from time to time pursuant to and in accordance with, the provisions
of this Section 4.

         4.4 Adjustments for Merger or Consolidation. In the event that, at any
time or from time to time after the date hereof, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other Person, or (c) sell
or transfer all or substantially all of its properties or assets or more than
50% of the voting capital stock of the Company (whether issued and outstanding,
newly issued, from treasury, or any combination thereof) to any other person
under any plan or arrangement contemplating the consolidation or merger, sale or
transfer, or dissolution of the Company, then, in each such case, the Holder,
upon the exercise of this Warrant as provided in Section 2.1 hereof at any time
or from time to time after the consummation of such reorganization,
consolidation, merger or sale or the effective date of such dissolution, as the
case may be, shall receive, in lieu of the Warrant Shares issuable on such
exercise immediately prior to such consummation or such effective date, as the
case may be, the stock and property (including cash) to which the Holder would

                                       6
<PAGE>

have been entitled upon the consummation of such consolidation or merger, or
sale or transfer, or in connection with such dissolution, as the case may be, if
the Holder had so exercised this Warrant immediately prior thereto (assuming the
payment by the Holder of the Exercise Price therefor as required hereby in a
form permitted hereby, which payment shall be included in the assets of the
Company for the purposes of determining the amount available for distribution),
all subject to successive adjustments thereafter from time to time pursuant to,
and in accordance with, the provisions of this Section 4. The Company shall not
effect any such consolidation, merger or sale unless prior to the consummation
thereof the successor entity (if other than the Company) resulting from such
consolidation or merger or the entity purchasing such assets assumes by written
instrument (in form and substance reasonably satisfactory to the Holder) the
obligation to deliver the stock or property (including cash) as, in accordance
with the foregoing provisions, the Holder may be entitled to acquire.

         4.5 Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any such
transfer) referred to in this Section 4, this Warrant shall continue in full
force and effect and the terms hereof shall be applicable to the shares of
Common Stock and other securities and property receivable upon the exercise of
this Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as the
case may be, and shall be binding upon the issuer of any such Common Stock or
other securities, including, in the case of any such transfer, the Person
acquiring all or substantially all of the properties or assets or more than 50%
of the voting capital stock of the Company (whether issued and outstanding,
newly issued or from treasury or any combination thereof), whether or not such
Person shall have expressly assumed the terms of this Warrant.

         4.6 Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Exercise Price and number of Warrant Shares
pursuant to this Section 4, this Warrant shall, without any action on the part
of the Holder, be adjusted in accordance with this Section 4, and the Company,
at its expense, promptly shall compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to the Holder a
certificate setting forth such adjustment or readjustment, showing in detail the
facts upon which such adjustment or readjustment is based. The Company will
forthwith send a copy of each such certificate to the Holder in accordance with
Section 11.4 below.

     5.  Registration Rights. The Warrant Shares shall be entitled to
registration rights and all other rights as applicable to such shares in
accordance with that certain Registration Rights Agreement, dated as of the date
hereof, as amended, by and among the Company and the Investors named therein.

     6.  Notices of Record Date. Upon (a) any establishment by the Company of a
record date of the holders of Common Stock for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution,
or right or option to acquire securities of the Company, or any other right, or
(b) any capital reorganization, reclassification, recapitalization, merger or
consolidation of the Company with or into any other corporation, any transfer of

                                       7
<PAGE>

all or substantially all the assets of the Company, or any voluntary or
involuntary dissolution, liquidation or winding up of the Company, or the sale,
in a single transaction, of a majority of the Company's voting stock (whether
newly issued, or from treasury, or previously issued and then outstanding, or
any combination thereof), the Company shall mail to the Holder at least ten (10)
Business Days, or such longer period as may be required by law, prior to the
record date specified therein, a notice specifying (i) the date established as
the record date for the purpose of such dividend, distribution, option or right
and a description of such dividend, distribution, option or right, (ii) the date
on which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up, or sale is expected to become
effective and (iii) the date, if any, fixed as to when the holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up.

     7.  Exchange of Warrant. Subject to the provisions of Section 9 hereof (if
and to the extent applicable), this Warrant shall be exchangeable, upon the
surrender hereof by the Holder at the principal office of the Company, for new
warrants of like tenor, each registered in the name of the Holder or in the name
of such other persons as the Holder may direct (upon payment by the Holder of
any applicable transfer taxes). Each of such new warrants shall be exercisable
for such number of Warrant Shares as the Holder shall direct, provided that all
of such new warrants shall represent, in the aggregate, the right to purchase
the same number of Warrant Shares and cash, securities or other property, if
any, which may be purchased by the Holder upon exercise of this Warrant at the
time of its surrender.

     8.  No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or Bylaws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all action as may be
necessary or appropriate in order to protect the rights of the Holder against
dilution, or other impairment.

     9.  Transfer Provisions, etc.

         9.1 Legends. Subject to Section 6.2 of the Securities Purchase
Agreement, each certificate representing any Warrant Shares issued upon exercise
of this Warrant shall bear the following legend:

     "THE SHARES EVIDENCED  HEREBY WERE ORIGINALLY  ISSUED IN A TRANSACTION
     EXEMPT FROM  REGISTRATION  UNDER THE UNITED STATES  SECURITIES  ACT OF
     1933,  AS AMENDED (THE  "SECURITIES  ACT"),  AND THE SHARES  EVIDENCED
     HEREBY  MAY NOT BE  OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  IN THE
     ABSENCE OF SUCH  REGISTRATION  OR AN APPLICABLE  EXEMPTION  THEREFROM.
     EACH PURCHASER OF THE SHARES

                                       8
<PAGE>

     EVIDENCED  HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
     THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES  ACT.
     THE HOLDER OF THE SHARES  EVIDENCED  HEREBY  AGREES FOR THE BENEFIT OF
     THE ISSUER  THAT (A) SUCH SHARES MAY BE RESOLD,  PLEDGED OR  OTHERWISE
     TRANSFERRED  ONLY (1) (a) IN THE  UNITED  STATES  TO A PERSON  WHO THE
     SELLER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER (AS
     DEFINED  IN RULE  144A  UNDER  THE  SECURITIES  ACT) IN A  TRANSACTION
     MEETING THE  REQUIREMENTS  OF RULE 144A, (b) OUTSIDE THE UNITED STATES
     IN AN  OFFSHORE  TRANSACTION  IN  ACCORDANCE  WITH  RULE 904 UNDER THE
     SECURITIES ACT, (c) IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE
     144  UNDER THE  SECURITIES  ACT,  OR (d) IN  ACCORDANCE  WITH  ANOTHER
     EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT
     (AND BASED UPON AN  OPINION  OF  COUNSEL  IF  MOTIENT  CORPORATION  SO
     REQUESTS),  (2) TO MOTIENT CORPORATION OR (3) PURSUANT TO AN EFFECTIVE
     REGISTRATION  STATEMENT  AND,  IN EACH OF (1),  (2) OR (3)  ABOVE,  IN
     ACCORDANCE  WITH ANY  APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE
     UNITED STATES OR ANY OTHER APPLICABLE  JURISDICTION AND (B) THE HOLDER
     WILL, AND EACH  SUBSEQUENT  HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER
     FROM IT OF THE SHARES EVIDENCED HEREBY OF THE RESALE  RESTRICTIONS SET
     FORTH IN (A) ABOVE."

         9.2 Mechanics of Transfer.

               (a) Any transfer of all or any portion of this Warrant (and the
Warrant Shares), or of any interest herein or therein, that is otherwise in
compliance with applicable law shall be effected by surrendering this Warrant to
the Company at its principal office, together with a duly executed form of
assignment, in the form attached hereto. In the event of any such transfer of
this Warrant, the Company shall issue a new warrant or warrants of like tenor to
the transferee(s), representing, in the aggregate, the right to purchase the
same number of Warrant Shares and cash, securities or other property, if any,
which may be purchased by the Holder upon exercise of this Warrant at the time
of its surrender.

               (b) In the event of any transfer of all or any portion of this
Warrant in accordance with Section 9.2(a) above, the Company shall issue (i) a
new warrant of like tenor to the transferee, representing the right to purchase
the number of Warrant Shares, and cash, securities or other property, if any,
which were purchasable by the Holder of the transferred portion of this Warrant,
and (ii) a new warrant of like tenor to the Holder, representing the right to
purchase the number of Warrant Shares, and cash, securities or other property,
if any, purchasable by the Holder of the un-transferred portion of this Warrant.
Until this Warrant or any portion thereof is transferred on the books of the
Company, the Company may treat the Holder as the absolute holder of this Warrant
and all right, title and interest therein for all purposes, notwithstanding any
notice to the contrary.

                                       9
<PAGE>

         9.3 No Restrictions on Transfer. Subject to compliance with applicable
securities laws, this Warrant and any portion hereof, the Warrant Shares and the
rights hereunder may be transferred by the Holder in its sole discretion at any
time and to any Person or Persons, including without limitation Affiliates and
affiliated groups of such Holder, without the consent of the Company.

         9.4 Warrant Register. The Company shall keep at its principal office a
register for the registration, and registration of transfers, of the Warrants.
The name and address of each Holder of one or more of the Warrants, each
transfer thereof and the name and address of each transferee of one or more of
the Warrants shall be registered in such register. The Company shall give to any
Holder of a Warrant promptly upon request therefor, a complete and correct copy
of the names and addresses of all registered Holders of the Warrants.

     10. Lost, Stolen or Destroyed Warrant. Upon receipt by the Company of
evidence satisfactory to it of loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, on delivery of a
customary affidavit of the Holder and indemnity agreement, or, in the case of
mutilation, upon surrender of this Warrant, the Company at its expense will
execute and deliver, or will instruct its transfer agent to execute and deliver,
a new Warrant of like tenor and date, and any such lost, stolen or destroyed
Warrant thereupon shall become void.

     11. General.

         11.1 Authorized Shares, Reservation of Shares for Issuance. At all
times while this Warrant is outstanding, the Company shall maintain its
corporate authority to issue, and shall have authorized and reserved for
issuance upon exercise of this Warrant, such number of shares of Common Stock,
any other capital stock or other securities as shall be sufficient to perform
its obligations under this Warrant (after giving effect to any and all
adjustments to the number and kind of Warrant Shares purchasable upon exercise
of this Warrant).

         11.2 No Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities, sale or
other transfer of any of its assets or properties, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder hereunder against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of Common Stock issuable upon the
exercise of this Warrant above the amount payable therefor on such exercise, and
(b) will take all action that may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.

                                       10
<PAGE>

         11.3 No Rights as Stockholder. The Holder shall not be entitled to vote
or to receive dividends or to be deemed the holder of Common Stock that may at
any time be issuable upon exercise of this Warrant for any purpose whatsoever,
nor shall anything contained herein be construed to confer upon the Holder any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance or reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings (except to the extent otherwise
provided in this Warrant), or to receive dividends or subscription rights, until
the Holder shall have exercised this Warrant and been issued Warrant Shares in
accordance with the provisions hereof.

         11.4 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been given if
personally delivered or delivered by overnight courier or mailed by first-class
registered or certified mail, postage prepaid, return receipt requested, or sent
by fax machine, addressed as follows:

                                (a) if to the Company at:

                                 Motient Corporation
                                 300 Knightsbridge Parkway
                                 Lincolnshire, IL  60069
                                 Attention:  Chief Accounting Officer
                                 Facsimile:  847-478-4810

                                 with copies to:

                                 Motient Corporation
                                 300 Knightsbridge Parkway
                                 Lincolnshire, IL  60069
                                 Attention:  General Counsel
                                 Facsimile:  847-478-4810

                                 Andrews Kurth LLP
                                 450 Lexington Avenue
                                 New York, NY  10017
                                 Attention:  Paul Silverstein, Esq.
                                 Facsimile:  (212) 850-2929

                                 (b) if to the Holder, at the Holder's address
                                 appearing in the books maintained by the
                                 Company.

                                       11
<PAGE>

     12. Amendment and Waiver. No failure or delay of the Holder in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Holder are cumulative and not exclusive of any rights or
remedies which it would otherwise have. The terms of this Warrant may be
amended, modified or waived only with the written consent of the Company and the
Holder.

     13. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, as such laws are applied to
contracts entered into and wholly to be performed within the State of Delaware
and without giving effect to any principles of conflicts or choice of law that
would result in the application of the laws of any other jurisdiction.

     14. Covenants To Bind Successor and Assigns. All covenants, stipulations,
promises and agreements in this Warrant contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.

     15. Severability. In case any one or more of the provisions contained in
this Warrant shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

     16. Construction. The definitions of this Warrant shall apply equally to
both the singular and the plural forms of the terms defined. Wherever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The section and paragraph headings used herein are
for convenience of reference only, are not part of this Warrant and are not to
affect the construction of or be taken into consideration in interpreting this
Warrant.

     17. Remedies. The Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate. In any action or proceeding brought to enforce any provision
of this Warrant or where any provision hereof is validly asserted as a defense,
the successful party to such action or proceeding shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.

                           [SIGNATURE PAGE TO FOLLOW]



                                       12
<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Common Stock Purchase
Warrant as of the date set forth above.


                                    COMPANY:

                                    MOTIENT CORPORATION


                                    By:
                                       ----------------------------------------
                                       Christopher Downie,
                                       Executive Vice President and Chief
                                       Operating Officer



















               [SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT]


<PAGE>


                                   NOTICE AND
                                  SUBSCRIPTION




To:      MOTIENT CORPORATION                 Date:______________________________
         300 Knightsbridge Parkway
         Lincolnshire, IL  60069



         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the attached Warrant for, and to exercise thereunder,
__________ shares of Common Stock, of MOTIENT CORPORATION a Delaware
corporation, and tenders herewith payment of $__________, representing the
aggregate purchase price for such shares based on the price per share provided
for in such Warrant. Such payment is being made in accordance with [Section
3(i)] [Section 3(ii)] [Section 3(iii)] [Section 3(iv)] of the attached Warrant.

Please issue a certificate or certificates for such shares of Common Stock in
the following name or names and denominations and deliver such certificate or
certificates to the person or persons listed below at their respective addresses
set forth below:







If said number of shares of Common Stock shall not be all the shares of Common
Stock issuable upon exercise of the attached Warrant, a new Warrant is to be
issued in the name of the undersigned for the balance remaining of such shares
of Common Stock less any fraction of a share of Common Stock paid in cash.

Dated:  ___________, ____                         _____________________________
                                                  Signature




<PAGE>


                               FORM OF ASSIGNMENT



                   (To be executed upon assignment of Warrant)

         For value received, __________________________________ hereby sells,
assigns and transfers unto __________________ the attached Warrant [__% of the
attached Warrant], together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ____________________ attorney to
transfer said Warrant [said percentage of said Warrant] on the books of MOTIENT
CORPORATION, a Delaware corporation, with full power of substitution in the
premises.

         If not all of the attached Warrant is to be so transferred, a new
Warrant is to be issued in the name of the undersigned for the balance of said
Warrant.

         The undersigned hereby agrees that it will not sell, assign, or
transfer the right, title and interest in and to the Warrant unless applicable
federal and state securities laws have been complied with.



Dated:  _____________, ____         ____________________________________________
                                    Signature



</TEXT>
</DOCUMENT>
