MOTIENT CORP
SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>ex105.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.5
                              SETTLEMENT AGREEMENT

     This Settlement Agreement  (hereinafter the "Agreement") is entered into as
of March 28,  2002,  by and  among  the  parties  specified  in  Recital A below
(collectively,  the "Parties" and, individually,  a "Party"),  with reference to
the following facts and recitals:

                                    Recitals
Parties:
         A.       The Parties to this Agreement are:

               1. Motient Corporation  ("Corporation");  Motient Holdings, Inc.;
          Motient    Communications,    Inc.;   and   Motient   Services,   Inc.
          (collectively, the "Debtors").

               2. Rare Medium Group, Inc. ("Rare"). Background:

         B.       On January 10, 2002 (the "Commencement Date"), the Debtors
filed their respective voluntary petitions for relief under chapter 11 of the
Bankruptcy Code, initiating bankruptcy cases currently pending before the United
States Bankruptcy Court for the Eastern District of Virginia, Alexandria
Division, as In re Motient Corporation, et al., bankruptcy case number 02-80125
(the "Reorganization Cases"). The Debtors continue managing their property as
debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code. The Bankruptcy Court has entered its Order providing for the joint
administration of these cases for procedural purposes.
         C.       Pursuant to Bankruptcy Code section 1102, on January 22, 2002,
the Office of the United States Trustee appointed the Official Committee of
Unsecured Creditors (the "Committee").
         D.       On February 27, 2002, the Debtors filed the Debtors' Amended
Joint Plan Of Reorganization Under Chapter 11 Of The Bankruptcy Code  (the
"Plan").  By Order entered March 1, 2002,  the Bankruptcy Court approved the
Debtors' Disclosure Statement for the Plan (the "Disclosure Statement").
         E.       A hearing to consider confirmation of the Plan (the
"Confirmation Hearing") has been scheduled for April 25-26, 2002.
         F.       The Plan provides for, among other things, the classification
of the Rare Claim (as defined below) in Class 5 and provides for distribution of
Senior Indebtedness Notes1 to holders of Allowed Claims in Class 5.
Rare And The Rare Claim
         G. Pursuant to the terms of a note purchase agreement (the "Note
Purchase Agreement"), in April 2001, Corporation issued a note payable to Rare
in the amount of $25 million, and in July 2001, Corporation issued a second note
payable to Rare in the amount of $25 million. Corporation's obligation to repay
the notes was secured by Corporation's pledge of 5 million shares of Class A
common stock of XM Satellite Radio Holdings, Inc. (the "XM Stock"). The Note
Purchase Agreement provided that Corporation could pay the amounts due
thereunder either in cash or by tendering some or all of a specified number of
shares of XM Stock pursuant to certain mechanisms contained in the Note Purchase
Agreement. On October 12, 2001, Corporation repaid approximately $26.2 million
of principal and accrued interest under the notes by delivering to Rare all of
the 5 million shares of XM Stock. The remaining balance owed to Rare was
approximately $26.2 million.
         H. The Debtors' Schedules of Assets and Liabilities ("Schedules") list
Rare as holding a disputed unsecured claim in the amount of $27,029,734. Rare
timely filed a proof of claim in the amount of $27.039 million (the "Rare
Claim").
          I.      The Schedules also list as an asset "various potential claims
against Rare Medium Group, Inc. relating to the October 12, 2001 transfer of
stock" with a value of "Unknown."  According to the Disclosure Statement:

                  If a settlement cannot be negotiated with respect to the Rare
                  Medium Claims, Motient anticipates that it or the Creditors'
                  Committee will object to the Rare Medium Claim and file
                  litigation against Rare Medium with regard to the October 12,
                  2001 transfer to Rare Medium of 5 million shares of Class A
                  common stock in XM Radio.

                            Agreement and Compromise
         The Parties have engaged in good faith negotiations to resolve the
disputes among them. Without in any manner admitting liability or the validity
of any claim or defense, the Parties desire to settle any and all disputes among
them. In consideration of the foregoing and for good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, it is hereby agreed by
and among the Parties as follows:

               1. Recitals.  The above Recitals are incorporated  herein by this
          reference.

               2. Conditions Precedent.

                    a.  Within  five (5) days after the  execution  hereof,  the
                    Debtors  shall  file a  motion  with  the  Bankruptcy  Court
                    seeking entry of an order (i) approving and  authorizing the
                    Debtors to enter into this Agreement,  and (ii)  determining
                    that the  aggregate  amount  of  claims  in Class 5 does not
                    exceed $21 million (collectively,  the "Settlement Motion").
                    Notice of the Settlement  Motion shall be served on at least
                    all creditors that have asserted claims against Corporation.

                    b. To the extent practicable, the Debtors shall request that
                    the  hearing  on  the  Settlement  Motion  be  scheduled  in
                    conjunction  with or prior to the  Confirmation  Hearing and
                    the Parties  agree to  stipulate to shorten time to schedule
                    such  hearing,  to the  extent  necessary.  Approval  of the
                    Settlement  Motion shall be conditioned on the  confirmation
                    of  the   Plan.   The   order   confirming   the  Plan  (the
                    "Confirmation  Order")  shall,  among other things,  contain
                    provisions granting the Settlement Motion.

                    c. This Settlement  Agreement shall become  effective on the
                    first  date (the  "Settlement  Date")  on which  each of the
                    following  shall  have  occurred:  (i) the  approval  by the
                    Bankruptcy Court of the Settlement Motion, (ii) the entry of
                    the Confirmation Order (containing provisions confirming the
                    Plan and approving  the  Settlement  Motion),  and (iii) the
                    occurrence   of   the   Effective    Date   of   the   Plan.
                    Notwithstanding  anything to the contrary  contained herein,
                    Rare,  in its sole and absolute  discretion,  may waive,  in
                    writing,  the requirement of item (a)(ii) of this paragraph,
                    in which event,  paragraphs 5(h) and 6(b) of the Rare Senior
                    Indebtedness Note, as hereafter  defined,  shall be modified
                    to  conform  to  the  terms  of  such  waiver  prior  to the
                    execution of such note.

               3. Senior  Indebtedness  Note.  At the time provided in the Plan,
          the  Reorganized  Debtors  shall cause Newco to execute and deliver to
          Rare  the note  (the  "Rare  Senior  Indebtedness  Note")  in form and
          substance  substantially similar to that attached hereto as Exhibit A.
          To the  extent  of any  conflict  between  the Plan,  the Rare  Senior
          Indebtedness  Note or this  Agreement,  first,  the  terms of the Rare
          Senior  Indebtedness  Note shall govern over the other documents;  and
          second, this Agreement shall govern over the Plan.

               4.  Determination  of  Aggregate  Amount of Class 5  Claims.  The
          determination  by the Bankruptcy  Court of the aggregate amount of the
          Senior  Indebtedness  Notes, under the terms of the Settlement Motion,
          is a material  economic term to this Agreement and Rare's  willingness
          to consummate the transaction is expressly  conditioned upon receiving
          assurances regarding the aggregate amount of Senior Indebtedness Notes
          to be issued under the Plan. 5. Fees and Expenses.  On the  Settlement
          Date,  the  Debtors  shall  pay the  out-of-pocket  expenses  of Rare,
          including  reasonable fees and  disbursements  of counsel for Rare, in
          connection with the Bankruptcy Cases, and the preparation, negotiation
          and administration of this Agreement and the Rare Senior  Indebtedness
          Note,  which shall not exceed the sum of $300,000.00 in the aggregate.
          6. [Intentionally omitted.] 7. Mutual Release. The Parties acknowledge
          that the Rare Senior  Indebtedness  Note is being  issued in an amount
          less than the Rare  Claim and on terms and  conditions  that have been
          negotiated between the Parties.

                    a.  Effective as of the  Settlement  Date,  the Debtors,  on
                    behalf of themselves and the estates in the bankruptcy cases
                    (the "Estates"),  and each of their respective past, present
                    and future officers,  directors (in their representative and
                    individual capacities),  employees,  and each of them, shall
                    and hereby do release  and  forever  discharge  Rare and its
                    past,  present  and  future  officers,  directors  (in their
                    representative  and individual  capacities),  and employees,
                    from any and all claims,  demands,  debts,  liabilities  and
                    obligations,   known  or  unknown,   contingent   or  fixed,
                    liquidated or unliquidated, arising out of any fact, matter,
                    occurrence, or transaction occurring prior to the Settlement
                    Date,  including,  but not limited to, any ability to object
                    to the Rare Claim and/or to commence an avoiding power cause
                    of action against Rare under Bankruptcy Code section 547, et
                    seq. (the "Released Rare Claims");  provided  however,  that
                                                        --------  -------
                    this  release  shall  not  apply  to  any obligation arising
                    under this Agreement.

                    b.  Effective  as of the  Settlement  Date,  other  than the
                    obligations  represented  by the  Rare  Senior  Indebtedness
                    Note,  Rare, on behalf of itself and each of its  respective
                    past,  present  and  future  officers,  directors  (in their
                    representative and individual  capacities),  employees,  and
                    each of them,  shall  and  hereby  do  release  and  forever
                    discharge the Debtors and their  Estates,  and each of their
                    respective past, present and future officers,  directors (in
                    their   representative  and  individual   capacities),   and
                    employees,   from  any  and  all  claims,   demands,  debts,
                    liabilities and obligations, known or unknown, contingent or
                    fixed, liquidated or unliquidated,  arising out of any fact,
                    matter,  occurrence,  or transaction  occurring prior to the
                    Settlement  Date (the "Released  Debtor  Claims");  provided
                                                                        --------
                    however, that this release shall not apply to any obligation
                    arising under this Agreement.

                    c. With respect to the Released Rare Claims and the Released
                    Debtor Claims, the Debtors,  on behalf of themselves and the
                    Estates,  and  Rare,  and  each of  their  respective  past,
                    present   and   future   officers,   directors   (in   their
                    representative and individual  capacities),  employees,  and
                    each of them,  expressly  waive all  rights  any of them may
                    have or may claim to have that any claim, demand, obligation
                    and/or cause of action has through  ignorance,  oversight or
                    error been  omitted  from the terms of this  Agreement,  and
                    hereby expressly waive all rights they may have or may claim
                    to have under any statutory or  decisional  authority or law
                    of any jurisdiction,  including the provisions of California
                    Civil Code  section  1542,  which  provides as  follows:  "A
                    general  release does not extend to claims that the creditor
                    does not know or  suspect  to exist in his favor at the time
                    of executing  the  release,  which if known by him must have
                    materially affected his settlement with the debtor."

                    d.  Nothing  herein  shall be deemed  in any  manner to be a
                    release by or against a non-debtor  affiliate or  subsidiary
                    of  the  Debtors,  including,  without  limitation,   Mobile
                    Satellite Ventures, LP.

               8.  Bankruptcy  Court  Order.  Other  than  with  respect  to the
          provisions  of  paragraphs  2(a)  and 9,  the  effectiveness  of  this
          Agreement  is  expressly   conditioned  upon  the  occurrence  of  the
          Settlement Date.

               9. Cooperation in Seeking the Approval of the Settlement  Motion.
          The  Parties  agree to  cooperate  in  seeking,  and not to  hinder or
          interfere  with  any  proceedings  to  obtain,  the  approval  of  the
          Settlement Motion.

               10.  Notices.   All  notices,   requests,   demands,   and  other
          communications  required or permitted under this Agreement shall be in
          writing  and shall be  deemed  to have been duly  given on the date of
          service if served personally or by facsimile transmission on the Party
          to whom  directed;  or on the third day after mailing if mailed to the
          Party  to  whom  directed,  by  first  class  mail,  postage  prepaid,
          registered  or  certified  and  properly  addressed  to such  Party as
          follows: If to Rare:

                           Robert C. Lewis, Esq.
                           Rare Medium Group, Inc.
                           44 W. 18th Street
                           6th Floor
                           New York, NY  10011
                           Telecopier No.:  (646) 638-1382
                                    and
                           Frank A. Merola, Esq.
                           Stutman, Treister & Glatt
                           Professional Corporation
                           3699 Wilshire Blvd., Suite 900
                           Los Angeles, CA  90010
                           Telecopier No.:  (213) 251-5288

                           If to the Debtors:

                           Motient Corporation
                           10802 Parkridge Boulevard
                           Reston, VA 20191
                           Attn: David H. Engvall, Esq.
                           Telecopier No. (703) 758-6134
                                    And

                           H. Slayton Dabney, Jr. Esq.
                           McGUIREWOODS LLP
                           One James Center
                           901 East Cary Street
                           Richmond, VA  23219
                           Telecopier:  (804) 698-2037

          Any Party may  change  its  address  by giving  written  notice to all
          Parties hereto in the manner set forth above.

               11.  Entire  Agreement;  Modification;  Waiver.  Other  than with
          respect to discovery and procedures  regarding the confirmation of the
          Plan,  this  Agreement and the Exhibits  hereto  constitute the entire
          agreement   between   the  Parties   and   supercede   all  prior  and
          contemporaneous   agreements,    representations,    warranties,   and
          understanding of the Parties,  whether oral, written or implied, as to
          the subject matter hereof. No supplement,  modification,  or amendment
          of this Agreement  shall be binding unless  executed in writing by all
          Parties. No waiver of any of the provisions of this Agreement shall be
          deemed or constitute a waiver of any other  provision,  whether or not
          similar,  nor shall any waiver  constitute  a  continuing  waiver.  No
          waiver shall be binding unless executed in writing by the Party making
          the waiver.

               12. Limitation on Third-Party Beneficiaries. Nothing contained in
          this  Agreement is intended to confer any rights or remedies  under or
          by reason of this  Agreement  on any  person or entity  other than the
          Parties hereto,  nor is anything in this Agreement intended to relieve
          or  discharge  the  obligation  or liability of any third party to any
          Party to this Agreement,  nor shall any provision give any third party
          any right of  subrogation  or action over or against any Party to this
          Agreement.

               13. Successors and Assigns. This Agreement shall be binding upon,
          and shall inure to the  benefit  of, the Parties and their  respective
          legal representatives,  successors, and assigns, including any trustee
          or examiner with expanded powers given authority of the Estates.

               14.  Further  Documents.  Each Party hereto agrees to execute any
          and all  documents  and to do and  perform any and all acts and things
          reasonably  necessary or proper to effectuate or further  evidence the
          terms and  provisions  of this  Agreement.

               15.  Severability.  If any nonmaterial  portion of this Agreement
          shall be held to be invalid or unenforceable,  then that portion shall
          be deemed to have been severed out of this  Agreement  and the Parties
          acknowledge  that the  balance  of this  Agreement  shall be valid and
          enforceable.

               16. Headings. The descriptive headings of the several sections of
          this  Agreement are inserted for  convenience of reference only and do
          not constitute a part of this Agreement.

               17.  Applicable  Law.  This  Agreement  shall be  governed in all
          respects,  including the validity,  interpretation  and effect, by the
          laws of the State of New York without  giving effect to the principles
          of conflicts of law thereof.

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

               19. Time of the Essence;  Termination.  Time is of the essence in
          this Agreement. If the Settlement Date does not occur by May 31, 2002,
          this Agreement shall be null and void and of no further effect.

               20. No Admissions.  Neither this Agreement,  nor any of the terms
          hereof,  nor any  negotiations or proceedings in connection  herewith,
          shall  constitute or be construed as or be deemed to be evidence of an
          admission  on the part of any  Party of any  liability  or  wrongdoing
          whatsoever, or the truth or untruth, or merit or lack of merit, of any
          claim or defense of any Party; nor shall this Agreement, or any of the
          terms  hereof,  or  any  negotiations  or  proceedings  in  connection
          herewith, or any performance or forbearance  hereunder,  be offered or
          received in evidence or used in any proceeding  against any Party,  or
          used in any  proceeding,  or  otherwise,  for any  purpose  whatsoever
          except  with  respect  to the  effectuation  and  enforcement  of this
          Agreement.

               21.  Consent to Entry of Orders and  Judgments by the  Bankruptcy
          Court.  Each Party hereto hereby consents to the  determination by the
          Bankruptcy  Court,  as a "core  proceeding"  within the  meaning of 28
          U.S.C. ss. 157 or any successor provision,  and to have the Bankruptcy
          Court hear and  determine  and enter  appropriate  orders and judgment
          subject to review  under 28 U.S.C.  ss.  158, as provided in 28 U.S.C.
          ss.  157(c)(2) or any successor  provision,  in any action  brought to
          enforce,  interpret,  reform or rescind  this  Agreement or any of the
          provisions  hereof and over any  action to  determine  or declare  the
          rights of any of the Parties under or with respect to this Agreement.

               22.  Attorney's  Fees. In any action or  proceeding  brought by a
          Party hereto  against any other Party hereto to enforce any  provision
          of this Agreement  (other than an action to obtain the approval of the
          Settlement  Motion as contemplated by paragraph 9 of this  Agreement),
          or to seek damages for a breach of any provision  hereof, or where any
          provision  hereof is validly  asserted  as a defense,  the  prevailing
          Party shall be entitled to recover reasonable attorney's fees from the
          other Party in addition to any other available remedy.


<PAGE>


     IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to
be executed on its behalf, all as of the day and year first above written.




<PAGE>


MOTIENT CORPORATION                            MOTIENT COMMUNICATIONS INC.

By:/s/Walter V. Purnell, Jr.                   By:/s/Walter V. Purnell, Jr.
   ----------------------------                   ----------------------------
Its: President and Chief                       Its: President and Chief
     Executive Officer                              Executive Officer
     -------------------                            -------------------

MOTIENT HOLDINGS INC.                          MOTIENT SERVICES INC.

By:/s/Walter V. Purnell, Jr.                   By:/s/Walter V. Purnell, Jr.
   ----------------------------                   ----------------------------
Its: President and Chief                       Its: President and Chief
     Executive Officer                              Executive Officer
     -------------------                            -------------------


RARE MEDIUM GROUP, INC.

By:/s/Robert C. Lewis
   ----------------------------
Its: Senior Vice President and
     General Counsel



--------
1    Capitalized terms used herein but not otherwise defined have the meanings
ascribed to them in the Plan.

</TEXT>
</DOCUMENT>
