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                                                                   EXHIBIT 10.61

                         UNITED STATES BANKRUPTCY COURT
                          EASTERN DISTRICT OF VIRGINIA
                               ALEXANDRIA DIVISION

                                     )     Chapter 11 Cases
In re:                               )
                                     )     Case Nos. 02-80125,  02-80126,
MOTIENT CORPORATION, et al.,         )     02-80128 and 02-80129-RGM
                                     )
                                     )
       Debtors.                      )     Jointly Administered
                                     )

                            DISCLOSURE STATEMENT FOR
                  DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION

                                February 27, 2002

                                McGuireWoods LLP
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 775-1000

                           Counsel to the Debtors and
                              Debtors in Possession

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        The deadline by which each holder of an Impaired Claim must cast
           a properly completed and delivered ballot for its vote to
           accept or reject the Plan to be counted is April 16, 2002,
                 at 5:00 p.m. (Eastern time), unless extended.

                                IMPORTANT NOTICE

               This Disclosure Statement and its related documents are the only
documents authorized by the Bankruptcy Court to be used in connection with the
solicitation of votes to accept the Plan. No representations have been
authorized by the Bankruptcy Court concerning the Debtors, their business
operations or the value of their assets, except as explicitly set forth in this
Disclosure Statement.

               Please refer to the Glossary and the Plan (or, where indicated,
certain motions filed with the Bankruptcy Court) for definitions of the
capitalized terms used in this Disclosure Statement.

               The Debtors reserve the right to file an amended Plan and
Disclosure Statement from time to time. The Debtors urge you to read this
Disclosure Statement carefully for a discussion of voting instructions, recovery
information, classification of claims, the history of the Debtors and the
Reorganization Cases, the Debtors' businesses, properties and results of
operations, historical and projected financial results and a summary and
analysis of the Plan.

               The Plan and this Disclosure Statement have not been required

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to be prepared in accordance with federal or state securities laws or other
applicable nonbankruptcy law. This Disclosure Statement has been approved by the
Bankruptcy Court as containing "adequate information;" however, such approval
does not constitute endorsement of the Plan or Disclosure Statement by the
Bankruptcy Court and none of the Securities and Exchange Commission, any state
securities commission or similar public, governmental or regulatory authority
has approved this Disclosure Statement, the Plan or the securities offered under
the Plan, or has passed on the accuracy or adequacy of the statements in this
Disclosure Statement. Any representation to the contrary is a criminal offense.
Persons trading in or otherwise purchasing, selling or transferring securities
of the Debtors should evaluate the Plan in light of the purposes for which it
was prepared.

               This Disclosure Statement contains only a summary of the Plan.
This Disclosure Statement is not intended to replace the careful and detailed
review and analysis of the Plan, only to aid and supplement such review. This
Disclosure Statement is qualified in its entirety by reference to the Plan, the
Plan Supplement and the exhibits attached thereto and the agreements and
documents described therein. If there is a conflict between the Plan and this
Disclosure Statement, the provisions of the Plan will govern. You are encouraged
to review the full text of the Plan and Plan Supplement and to read carefully
the entire Disclosure Statement, including all exhibits, before deciding how to
vote with respect to the Plan.

               Except as otherwise indicated, the statements in this Disclosure
Statement are made as of February 22, 2002 and the delivery of this Disclosure
Statement will not, under any circumstances, imply that the

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information contained in this Disclosure Statement is correct at any time after
February 22, 2002. Any estimates of claims or interests in this Disclosure
Statement may vary from the final amounts of claims or interests allowed by the
Bankruptcy Court.

               You should not construe this Disclosure Statement as providing
any legal, business, financial or tax advice. You should, therefore, consult
with your own legal, business, financial and tax advisors as to any such matters
in connection with the Plan, the solicitation of votes on the Plan and the
transactions contemplated by the Plan.

               As to contested matters, adversary proceedings and other actions
or threatened actions, this Disclosure Statement is not, and is in no event to
be construed as, an admission or stipulation. Instead, this Disclosure Statement
is, and is for all purposes to be construed as, solely and exclusively a
statement made in settlement negotiations.

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
GLOSSARY 1
<S>                                                                            <C>
I.       SUMMARY OF DISCLOSURE STATEMENT.......................................8

         A.     Purpose of this Disclosure Statement...........................8
         B.     Background of Reorganization Cases.............................9
</Table>

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<Table>
<S>                                                                           <C>
         C.     Voting........................................................10
         D.     Summary of Distributions to Be Made Under the Plan............15
                1.     Summary of Classification and Treatment of Claims......16
                2.     Summary of Distributions Under the Plan................18
         E.     Confirmation Hearing..........................................25
         F.     Cancellation of Existing Securities and Agreements............26

II.      PRINCIPAL CHARACTERISTICS OF NEW MOTIENT COMMON STOCK, OLD MOTIENT
         EQUITY WARRANTS AND SENIOR INDEBTEDNESS NOTES........................26

         A.     New Motient Common Stock......................................26
         B.     Old Motient Equity Warrants...................................27
         C.     Registration Rights Agreement.................................28
         D.     Summary of the Reorganized Motient Amended Certificate of
                Incorporation and Bylaws......................................29
         E.     Senior Indebtedness Notes.....................................30

III.     IMPLEMENTATION OF THE PLAN...........................................30

         A.     New Securities................................................30
         B.     Newco.........................................................31
         C.     Distribution of Creditor Plan Securities......................31
         D.     Termination and Discharge of All Existing Debts, Claims and
                Equity Interests..............................................32
         E.     Market and Trading Information................................32
         F.     Dividends.....................................................33
</Table>

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<Table>
<S>                                                                           <C>
         G.     Applicability of Federal and Other Securities Laws............33
                1.     Initial Offer and Sale of Securities...................33
                2.     Subsequent Transfers Under Federal Securities Law......34
                3.     Subsequent Transfers Under State Law...................36
         H.     Certain Transactions by Stockbrokers..........................36
         I.     Fractional Shares--Distribution of New Motient Common Stock
                and Old Motient Equity Warrants...............................36
         J.     Treatment of Claims and Equity Interests......................37
         K.     Conditions to Confirmation and Consummation...................37
         L.     Treatment of Officers and Directors...........................37
         M.     Employee Incentive Plan.......................................39
         N.     Remaining 2001 Bonus Plan.....................................39
         O.     Release of Claims Against Representatives Under the Plan......40
         P.     No Recourse With Respect to Disputed Claims...................40
         Q.     Injunction....................................................40
         R.     Release of Liens..............................................41
         S.     Discharge of Debtors..........................................42
         T.     Cash Payments on Effective Date...............................42
         U.     Treatment of Executory Contracts and Unexpired Leases.........42
                1.     General Treatment......................................42
                2.     Cure of Defaults.......................................43
                3.     Rejection Claims.......................................43
         V.     Exculpation...................................................43
         W.     Treatment of Boeing Satellite Claim...........................44
</Table>

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<Table>
<S>                                                                           <C>
IV.      RISK FACTORS.........................................................45

         A.     The Reorganized Company may not be able to achieve its
                projected financial results...................................45
                1.     The Reorganized Company may need additional
                       liquidity to fund its operations.......................46
                2.     The Reorganized Company will continue to incur
                       significant losses.....................................46
                3.     Failure to raise necessary capital could restrict
                       the Reorganized Company's ability to develop its
                       network and services...................................46
                4.     The Reorganized Company could lose market share
                       and revenues as a result of increasing competition
                       from companies in the wireless communications
                       industry that have greater resources and name
                       recognition............................................47
                5.     The Reorganized Company may not succeed in
                       developing or making a profit from new
                       wireless services......................................47
                6.     Failure to keep pace with rapidly changing markets
                       for wireless communications would significantly
                       harm the Reorganized Company's business................48
                7.     The success of the Reorganized Company's wireless
                       communications business is dependent upon the
                       market acceptance of its services......................48
                8.     The success of the Reorganized Company's wireless
                       communications business depends on its ability to
                       enter into and maintain third party distribution
                       relationships..........................................48
</Table>

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<Table>
<S>                                                                           <C>
                9.     The Reorganized Company expects to maintain a
                       limited inventory of devices to be used in connection
                       with its eLink service and any interruption in
                       the supply of such devices could significantly harm its
                       business...............................................49
                10.    The failure of the Reorganized Company's suppliers
                       to be able to meet increasing demand for its
                       services may prevent them from supplying components
                       and devices in the quantities and quality and at
                       the times the Reorganized Company requires, or at
                       all....................................................49
                11.    If prices charged by suppliers for wireless
                       devices do not decline as Motient anticipates, the
                       Reorganized Company's business may not experience
                       the growth it expects..................................49
                12.    The loss of one or more key personnel could weaken
                       the technical and operational expertise of the
                       Reorganized Company, delay its introduction of new
                       services or entry into new markets and lower the
                       quality of its service.................................50
                13.    The Reorganized Company may not be able to develop,
                       acquire and maintain proprietary information and
                       intellectual property rights, which could limit
                       the growth of the Reorganized Company's business and
                       reduce its market share................................50
</Table>

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<Table>
<S>                                                                           <C>
                14.    Government regulation may increase the cost to
                       the Reorganized Company of providing services, slow its
                       expansion into new markets, subject its services
                       to additional competitive pressures and affect your
                       ability to receive a takeover premium for your
                       New Motient Common Stock...............................50
                15.    The Reorganized Company expects to generate a
                       large part of its revenues from a small number of
                       customers and the loss of one or more key customers
                       could result in a significant reduction in
                       revenues...............................................51
                16.    Network capacity constraints may impede the growth
                       of the Reorganized Company's wireless communications
                       business...............................................51
                17.    The Reorganized Company may not be able to expand
                       its network to meet additional demand or customer
                       requirements on a timely basis and at a commercially
                       reasonable cost, or at all.............................51
                18.    The Reorganized Company's competitive position may
                       be harmed if the wireless terrestrial network
                       technology it licenses from Motorola is made
                       available to competitors...............................51
                19.    Motient could incur substantial costs if Nextel's
                       proposal regarding reallocation of spectrum is
                       adopted by the FCC.....................................52
                20.    The bankruptcy filing may further disrupt
                       the Debtors' operations................................52
         B.     The Reorganized Debtors may not be able to meet their
                post-reorganization debt obligations, operating
                expenses, working capital and other capital expenditures......53
</Table>

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<Table>
<S>                                                                           <C>
         C.     The Debtors may not be able to secure their
                ordinary course trade terms...................................53
         D.     It is unlikely that a public trading market for the Plan
                Securities will develop in the foreseeable future
                and the Plan Securities may be illiquid or experience
                significant price volatility..................................53
         E.     The estimated valuation of the Reorganized Company and
                the Plan Securities, and the estimated recoveries to
                holders of Claims, is not intended to represent the
                trading values of the Plan Securities.........................53
         F.     Resale of the Plan Securities may be restricted by law........54
         G.     Bankruptcy Risks..............................................54
                1.     Parties in interest may object to the Debtors'
                       classification of Claims...............................54
                2.     The commencement of the Reorganization Cases may
                       have negative implications under certain contracts of
                       the Debtors............................................54
                3.     The Debtors may not be able to secure confirmation
                       of the Plan............................................55
                4.     The Debtors may object to the amount or
                       classification of your claim...........................55
         H.     Reorganized Motient does not expect to pay any
                dividends on the New Motient Common Stock for the foreseeable
                future........................................................55
         I.     Certain tax implications of the Debtors' bankruptcy and
                reorganization may increase the tax liability of
                Reorganized Motient...........................................55
         J.     The Debtors are, and the Reorganized Debtors will
                continue to be, subject to costs arising in connection with
                regulation and litigation.....................................56
</Table>

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<Table>
<S>                                                                           <C>
         K.     Future sales of New Motient Common Stock could adversely
                affect its price..............................................56

V.       CONFIRMATION OF THE PLAN.............................................56

         A.     Confirmation Generally........................................56
         B.     Voting Procedures and Standards...............................57
         C.     Acceptance....................................................58
         D.     Confirmation and Consummation.................................58
                1.     Best Interests of Holders of Claims and Interests......59
                2.     Financial Feasibility..................................60
                3.     Cram Down..............................................61
                4.     Classification of Claims and Interests.................62

VI.      CERTAIN EFFECTS OF THE PLAN..........................................62

         A.     Reorganized Motient...........................................62
         B.     The Joint Plan of Reorganization..............................63
                1.     Present Corporate Structure............................63
                2.     Present Assets and Liabilities.........................63
                3.     Values Available In Separate Reorganizations...........65
                4.     Reorganized Corporate Structure........................66
                5.     Plan of Reorganization.................................66
                6.     Reorganized Assets and Liabilities.....................68
         C.     Financial Projections and Valuation Analysis..................70
</Table>

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<Table>
<S>                                                                           <C>
                1.     Valuation..............................................71
         D.     The Role of the Creditors' Committee..........................74
         E.     Post-Confirmation Jurisdiction of the Bankruptcy Court........74

VII.     HISTORICAL INFORMATION...............................................75

         A.     Business Overview.............................................75
         B.     Significant Recent Events.....................................77
         C.     Events Leading to Chapter 11 and the Need to Reorganize.......78
         D.     Significant Claims Against the Debtors........................79
                1.     Senior Note Claims.....................................79
                2.     Rare Medium Claim......................................79
                3.     Boeing Satellite Claim.................................80
                4.     Chase Securities Claim.................................80
                5.     Motorola...............................................80
                6.     RIM....................................................80

VIII.    THE CASES............................................................81

         A.     Continuation of Business After the Commencement Date..........81
                1.     Board of Directors.....................................81
                2.     Management.............................................81
                3.     Stabilizing Operations.................................82
                4.     First Day Motions......................................82
                5.     Additional Motions Filed by the Debtors................83
</Table>

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<Table>
<S>                                                                           <C>
         B.     Case Administration...........................................84
                1.     Bar Date...............................................84
                2.     Exclusivity............................................84
                3.     Schedules and Statement of Financial Affairs...........84
                4.     Information and Estimates..............................84
                5.     Preferences and Fraudulent Conveyances.................85
                6.     Status of Pending Litigation...........................86
                7.     Representation of the Debtor...........................86
                8.     Representation of Other Parties in Interest............86

IX.      CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.........................87

         A.     Tax Consequences to Creditors.................................88
                1.     General................................................88
                2.     Treatment of Certain Creditors.........................89
         B.     Tax Consequences to Equity Holders............................90
         C.     Tax Consequences to the Debtors...............................90
                1.     Cancellation of Debt...................................90
                2.     Effects on Net Operating Loss Carryforwards and
                       Other Tax Attributes...................................91

X.       PROCEDURES FOR DISTRIBUTIONS UNDER THE PLAN..........................92

         A.     Distribution Record Date......................................92
         B.     Disbursing Agent..............................................92
         C.     Date of Distributions.........................................92
         D.     Surrender of Instruments......................................93
</Table>

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<Table>
<S>                                                                           <C>
         E.     Unclaimed Distributions.......................................93
         F.     Treatment of Disputed, Contingent and Unliquidated Claims.....94
                1.     Characterization of Disputed Claims....................94
                2.     Resolution of Contested Claims.........................94
                3.     ADR Procedures.........................................94

XI.      ADDITIONAL INFORMATION...............................................94


XII.     CONCLUSION...........................................................95
</Table>

                                INDEX OF EXHIBITS

EXHIBIT A......Plan of Reorganization
EXHIBIT B......Members of Creditors' Committee
EXHIBIT C......Financial Projections
EXHIBIT D......Liquidation Analysis
EXHIBIT E......Reorganized Debtors
EXHIBIT F......List of Plan Supplement Documents

                                    GLOSSARY

               The following terms are used in the Disclosure Statement and the
Plan. When used in this Disclosure Statement, these terms have the meanings
assigned to them in the table unless otherwise indicated. Please see the Plan
(or, where indicated, certain other motions filed with the Bankruptcy Court) for

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the definitions of other capitalized terms used in this Disclosure Statement.

510(c) Claim                    any Claim against a Debtor subject to
                                subordination pursuant to section 510(c) of the
                                Bankruptcy Code.

Administrative Bar Date         the date fixed pursuant to section 2.2 of the
                                Plan by which all Persons asserting certain
                                Administrative Expense Claims arising before the
                                Effective Date must have filed proofs of such
                                Administrative Expense Claims or requests for
                                payment of such Administrative Expense Claims or
                                be forever barred from asserting such Claims
                                against the Debtors, the Estates or the
                                Reorganized Debtors or their property, or such
                                other date by which any such Claim must be filed
                                as may be fixed by order of the Bankruptcy Court

Administrative                  any right to payment constituting a cost or
 Expense Claim                  expense of administration of any of Expense
                                Claim the Reorganization Cases (other than a Fee
                                Claim) allowed under sections 503(b) and
                                507(a)(1) of the Bankruptcy Code, including,
                                without limitation, any actual and necessary
                                costs and expenses of preserving one or more of
                                the Debtors' Estates, any actual and necessary

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                                costs and expenses of operating one or more of
                                the Debtors' businesses, and any fees or charges
                                assessed against one or more of the Estates of
                                the Debtors under section 1930 of chapter 123 of
                                title 28 of the United States Code.

ADR                             Procedures the alternative dispute resolution
                                procedures set forth in the Plan Supplement.

Allowed                         with reference to any Claim that is not subject
                                to disallowance pursuant to section 502(d) of
                                the Bankruptcy Code: (i) any Claim against any
                                Debtor which has been listed by such Debtor in
                                the Schedules as liquidated in amount and not
                                disputed or contingent and for which no contrary
                                or inconsistent proof of claim has been filed;
                                (ii) any Claim proof of which was filed within
                                the applicable period of limitations fixed by
                                the Bankruptcy Court (a) as to which no
                                objection to allowance has been interposed prior
                                to the deadline by which such objections must be
                                filed in accordance with section 7.1 of the Plan
                                or such other applicable period of limitation
                                fixed by the Bankruptcy Code, the Bankruptcy
                                Rules, or the Bankruptcy Court and as to which
                                such deadline has expired, or (b) as to which an

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                                objection has been filed and not withdrawn and
                                such objection has been determined by a Final
                                Order (but only to the extent such objection has
                                been overruled); (iii) any Claim which is not a
                                Disputed Claim; or (iv) any Claim allowed
                                pursuant to the terms of the Plan. Unless
                                otherwise specified herein or by order of the
                                Bankruptcy Court, Allowed Claims (including
                                Allowed Administrative Expense Claims) shall
                                not, for any purpose under the Plan, include
                                interest on such Administrative Expense Claims
                                or Claims on or after the Commencement Date.

Amended                         Bylaws the Amended and Restated Bylaws of
                                Reorganized Motient that are set forth in the
                                Plan Supplement.

Amended Certificate of          the Restated Certificate of Incorporation of
 Incorporation                  Reorganized Motient that is set forth in the
                                Plan Supplement.

Avaya Financial Services        the Equipment and Services Agreement dated
 Capital Equipment Lease        September 8, 2000 between Avaya Financial
                                Services (formerly  Newcourt Financial) and
                                Motient.

Bankruptcy                      Code title 11 of the United States Code, as
                                amended from time to time, as applicable to the

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                                Reorganization Cases.

Bankruptcy                      Court the United States Bankruptcy Court for the
                                Eastern District of Virginia, Alexandria
                                Division, or any other court exercising
                                competent jurisdiction over the Reorganization
                                Cases or any proceeding therein.

Bankruptcy Rules                the Federal Rules of Bankruptcy Procedure, as
                                promulgated by the United States Supreme Court
                                under section 2075 of title 28 of the United
                                States Code, as amended from time to time,
                                applicable to the Reorganization Cases, and any
                                Local Rules of the Bankruptcy Court.

Bar Date                        March 1, 2002, or such other date as may be
                                fixed in the Bar Date Order by which all
                                Persons asserting Claims arising before the
                                Commencement Date must have filed proofs of
                                such Claims or be forever barred from asserting
                                such Claims against the Debtors or the Estates,
                                or such other date by which any such Claim must
                                be filed as may be fixed by order of the
                                Bankruptcy Court.

Bar                             Date Order the order(s) entered by the
                                Bankruptcy Court establishing the respective Bar
                                Date(s).

Boeing Satellite                Boeing Satellite Systems, Inc.

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Boeing Satellite Claim          any Claims of Boeing Satellite against Services
                                or any of the other Debtors including, without
                                limitation, any Claims relating to the MSAT
                                Spacecraft Contract dated December 10, 1990.

Business Day                    any day other than a Saturday, a Sunday, or any
                                other day on which banking institutions in New
                                York, New York are required or authorized to
                                close by law or executive order.

Case                            the Chapter 11 case filed on January 10, 2002 by
                                each of the Debtors.

Cash                            legal tender of the United States of America or
                                a cash equivalent.

Change of Control               the Change of Control Agreement set forth in the
Agreement                       Plan Supplement pursuant to which those members
                                of the Reorganized Debtors' senior management
                                that are included on a list filed with the Plan
                                Supplement will be eligible to receive one (1)
                                year of their annual base salary (excluding cash
                                bonus) the event that both (x) a "Change of
                                Control" or an anticipated "Change of Control"
                                as defined in the Change of Control Agreement
                                has occurred, and (y) the employee is terminated
                                or his/her compensation or responsibilities are
                                reduced.

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Chase Securities                Chase Securities, Inc.

Chase Securities Claim          any Claims of Chase Securities against Motient
                                or any of the other Debtors  including, without
                                limitation, any Claim for financial advisory
                                services related to a potential transaction
                                between Motient and Rare  Medium pursuant to a
                                letter agreement between Motient and Chase
                                Securities dated April 3, 2001.

Claim                           mean "claim," as defined in section 101(5) of
                                the Bankruptcy Code. Under section 101(5), a
                                "claim" is any:

                                -         right to payment, whether or not such
                                          right is reduced to judgment,
                                          liquidated, unliquidated, fixed,
                                          contingent, matured, unmatured,
                                          disputed, undisputed, legal,
                                          equitable, secured or unsecured; or

                                -         right to an equitable remedy for
                                          breach of performance if such breach
                                          gives rise to a right to payment,
                                          whether or not such right to an
                                          equitable remedy is reduced to
                                          judgment, fixed, contingent, matured,

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                                          unmatured, disputed, undisputed,
                                          secured or unsecured.

Class                           any group of Claims or Equity Interests
                                classified by the Plan as belonging to a single
                                particular class pursuant to sections 1122 and
                                1123(a)(1) of the Bankruptcy Code.

Commencement Date               January 10, 2002

Communications                  Motient Communications Inc.

Compaq Financial Services       the Equipment and Services Agreement dated June
                                30, 2000 between Compaq Financial Capital
                                Equipment Lease Services and Communications.

Confirmation Date               the date on which the Clerk of the Bankruptcy
                                Court enters the Confirmation Order on the
                                docket.

Confirmation Hearing            the hearing to be held by the Bankruptcy Court
                                regarding confirmation of the Plan, as such
                                hearing may be adjourned or continued from time
                                to time.

Confirmation Order              the order of the Bankruptcy Court confirming the
                                Plan of Reorganization pursuant to section 1129
                                of the Bankruptcy Code.

Creditor Plan Securities        all of the Plan Securities except the Employee
                                Incentive Plan Securities, the Old Motient
                                Equity Plan Securities and the Professional Plan
                                Securities.

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Creditors' Committee            the statutory committee of unsecured creditors
                                appointed in the Reorganization Cases in
                                accordance with section 1102 of the Bankruptcy
                                Code, as the same may be reconstituted from time
                                to time.

Debtors                         Motient Corporation, Motient Holdings Inc.,
                                Motient Communications Inc., and Motient
                                Services Inc.

Disbursing Agent                any entity designated as such by Reorganized
                                Motient (including any applicable Reorganized
                                Debtor if it acts in such capacity) in its
                                capacity as a disbursing agent.

Disclosure Statement            this Disclosure Statement that relates to the
                                Plan, as such Disclosure Statement may be
                                amended, modified, or supplemented (including
                                all exhibits and schedules annexed hereto or
                                referred to herein).

Disputed Claim                  any Claim that is not an Allowed Claim as of the
                                relevant date.

Distribution Record Date        the Confirmation Date.

EBITDA                          earnings before interest expense, income tax
                                provision, depreciation and amortization,
                                non-recurring and restructuring-related

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                                expenses and non-cash charges that the Debtors'
                                management believes to be non-recurring.

Effective Date                  the first (1st) Business Day on or after the
                                Confirmation Date specified by the Debtors on
                                which: (i) no stay of the Confirmation Order is
                                in effect; and (ii) all conditions to the
                                effectiveness of the Plan specified in
                                section 9.1 of the Plan have been satisfied or
                                waived.

Employee Incentive Plan         the Employee Incentive Plan to be established as
                                soon as possible after the Effective Date by the
                                Board of Directors of Reorganized Motient
                                pursuant to which management and employees of
                                the Debtors will receive a combination of
                                options to purchase New Motient Common Stock and
                                shares of restricted New Motient Common Stock
                                together aggregating up to ten percent (10%) of
                                the Plan Securities on a fully diluted basis
                                with vesting terms and other provisions and
                                conditions based on operating and performance
                                targets and other criteria to be decided by the
                                Board of Directors of Reorganized Motient.

Employee Incentive Plan         the number of shares of Plan Securities that may

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Securities                      be issued under the Employee Incentive Plan.

Enterprise                      Value the enterprise value assumed for the
                                Reorganized Company solely for purposes of
                                implementing the Plan.

Equity Interest                 as of the Commencement Date, any capital stock
                                or other ownership interest in any of the
                                Debtors, whether or not represented by any
                                issued and outstanding shares of common or
                                preferred stock or other instrument evidencing a
                                present ownership interest in any of the
                                Debtors, whether or not transferable, and any
                                option, warrant, conversion right or other
                                right, contractual or otherwise, to acquire any
                                such interest including without limitation, any
                                liquidation preferences or any redemption,
                                exchange, voting participation or dividend
                                rights.

Estates                         the estates created in the Reorganization Cases
                                in accordance with section 541 of the Bankruptcy
                                Code.

Existing Securities Law         a Claim against a Debtor that is subject to
Claims                          subordination under section 510(b) of  the
                                Bankruptcy Code

Fee Claim                        a Claim for compensation, indemnification

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                                or reimbursement of expenses pursuant to
                                sections 327, 328, 330, 331 or 503(b) of the
                                Bankruptcy Code in connection with the
                                Reorganization Cases.

Final Order                     an order or judgment of the Bankruptcy Court
                                entered by the Clerk of the Bankruptcy Court on
                                the docket in the Reorganization Cases, (a)
                                which has not been reversed, vacated, or stayed,
                                and as to which the time to appeal, petition for
                                certiorari or move for a new trial, reargument,
                                or rehearing has expired; or (b) which, if an
                                appeal, writ of certiorari, new trial,
                                reargument, or rehearing thereof has been
                                sought, (i) such order or judgment of the
                                Bankruptcy Court shall not have been stayed, or
                                the stay has been terminated, or (ii) such order
                                or judgment, if stayed, shall have been affirmed
                                by the highest court to which such order was
                                appealed, or certiorari shall have been denied,
                                or a new trial, reargument, or rehearing shall
                                have been denied or resulted in no modification
                                of such order, and the time to take any further
                                appeal, petition for certiorari or move for a
                                new trial, reargument or rehearing shall

                                     Page 25
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                                have expired; provided, however, that the filing
                                of or the possibility that a motion under
                                Rule 60 of the Federal Rules of Civil Procedure,
                                orany analogous rule under the Federal Rules,
                                may be filed relating to such order or judgment
                                shall not cause such order or judgment not to be
                                a Final Order.

Holdings                        Motient Holdings Inc.

Indenture Trustee               State Street Bank and Trust Company solely in
                                its respective capacity as Trustee under the
                                Indenture, dated as of March 31, 1998, for the
                                Senior Notes.

Informal Committee              the Informal Committee of Senior Note Holders
                                that was formed prior to the Commencement Date
                                as the same may have been or may be
                                reconstituted from time to time.

Insured Claim                   any claim to the extent such Claim arises prior
                                to the Commencement Date from an incident or
                                occurrence that is covered under any of the
                                Debtors' insurance policies, but solely to the
                                extent such Claim is so covered.

Interdebtor Claim               any Claim held by a Debtor against another
                                Debtor.

Motient                         Motient Corporation

                                     Page 26
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Motorola                        Motorola, Inc.

Motorola's Secured Claim        the claim of Motorola under the Credit Agreement
                                dated as of June 17, 1998 between ARDIS Company
                                and Motorola, as amended by Amendment No. 1 to
                                Credit Agreement dated as of October 15, 1998,
                                as further amended by Amendment No. 2 to Credit
                                Agreement dated as of September 1, 2000, as
                                further amended by the Assumption, Release and
                                Waiver Agreement dated as of December 29, 2000,
                                and as further amended by the letter agreement
                                dated December 28, 2001.

MSV                             Mobile Satellite Ventures LP.

New Motient Common Stock        the common stock of Reorganized Motient, par
                                value $0.01 per share, to be authorized under
                                the Amended Certificate of Incorporation.

Newco                           a new intermediate holding company to be created
                                between Motient and Ventures, to be owned 100%
                                by Motient.

Old Motient Equity Plan         five percent on a fully diluted basis of the
 Securities                     Plan Securities

Old Motient Equity Warrant      the Old Motient Equity Warrant Agreement set
 Agreement                      forth in the Plan Supplement

Old Motient Equity              warrants to acquire the Old Motient Equity Plan
Warrants                        Securities pursuant to the terms set

                                     Page 27
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                                forth in the Old Motient Equity Warrant
                                Agreement.

Other Secured Claim             a Secured Claim that is not included in Classes
                                1A, B or C of the Plan.

Other Unsecured Claim           an Unsecured Claim against any of the Debtors
                                that is not included in any of Classes 1A, 1B,
                                1C, 1D, 2, 3, 4, 5, 7, 10 or 11 under the Plan
                                including, without limitation, the Chase
                                Securities Claim and the Boeing Satellite Claim.

Person                          any individual, corporation, partnership,
                                association, indenture trustee, limited
                                liability company, organization, joint stock
                                company, joint venture, Estate, trust,
                                governmental unit or any political subdivision
                                thereof, the Creditors' Committee, interest
                                holders, or any other entity.

Plan                            the joint chapter 11 plan of reorganization to
                                which this Disclosure Statement relates,
                                including, without limitation, the exhibits and
                                schedules thereto, as the same may be amended
                                or modified from time to time in accordance
                                with the provisions of the Bankruptcy Code and
                                the terms of the Plan.

Plan Documents                  the documents (other than the Plan) to be

                                     Page 28
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                                executed, delivered, assumed, and/or
                                performed in conjunction with the consummation
                                of the Plan of Reorganization on the Effective
                                Date, including, but not limited to: the ADR
                                Procedures, Amended Bylaws of Motient, Amended
                                Certificate of Incorporation of Motient, Change
                                of Control Agreement, Letter of Transmittal for
                                surrendering certificates representing Motient
                                common stock, Letter of Transmittal for
                                surrendering instrument representing Senior
                                Notes, Old Motient Equity Warrant Agreement, Old
                                Motient Equity Warrants, Registration Rights
                                Agreement, Remaining 2001 Bonus Plan, Retention
                                Bonus List, Schedule of contracts and leases to
                                be rejected by Debtors, and Senior Indebtedness
                                Note.

Plan of Reorganizationthe       Plan and the Plan Documents, as the same may be
                                amended or modified from time to time in
                                accordance with the provisions of the Bankruptcy
                                Code and the terms thereof.

Plan Securities                 such number of shares of New Motient Common
                                Stock as shall be designated in a pleading to be
                                filed by the Debtors within one week after the
                                Bar Date.

                                     Page 29
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Plan Supplement                 the Plan Supplement filed by the Debtors, which
                                includes ADR Procedures, Amended  Bylaws of
                                Motient, Amended Certificate of Incorporation of
                                Motient, Change of Control Agreement, Letter of
                                Transmittal for surrendering certificates
                                representing Motient common stock, Letter of
                                Transmittal for surrendering instrument
                                representing Senior Notes, Old Motient Equity
                                Warrant Agreement, Old Motient Equity Warrants,
                                Registration Rights Agreement, Remaining 2001
                                Bonus Plan, Retention Bonus List, Schedule of
                                contracts and leases to be rejected by Debtors,
                                and Senior Indebtedness Note.

Priority Non-Tax Claim          any Claim against any of the Debtors other than
                                an Administrative Expense Claim or a Priority
                                Tax Claim, entitled to priority in payment as
                                specified in section 507(a) of the Bankruptcy
                                Code.

Priority Tax Claim              any Claim of a governmental unit against one or
                                more of the Debtors of the kind entitled to
                                priority in payment under section 507(a)(8) of
                                the Bankruptcy Code.

Professional Equity             any options or warrants that are issued  to
                                investment advisors that assisted either the
                                Debtors or the Creditors' Committee

                                     Page 30
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                                pursuant to which the investment advisors may
                                purchase Professional Plan Securities pursuant
                                to orders entered (or that may be entered) by
                                the Bankruptcy Court as partial compensation for
                                professional services rendered by the investment
                                advisors in the Cases.

Professional Plan Securities    options to purchase up to 2.575% on a fully
                                diluted basis of the Plan Securities.

Projections                     the projected financial information contained in
                                this Disclosure Statement relating to the
                                Reorganized Debtors.

Rare Medium                     Rare Medium Group, Inc.

Rare Medium Claim               claim of Rare Medium against Motient pursuant to
                                Note Purchase Agreement dated April 2, 2001
                                between Rare Medium and Motient as amended on
                                October 1, 2001 and October 12, 2001.

Registration Rights             the Registration Rights Agreement, dated as of
 Agreement                      the Effective Date, that is set forth in the
                                Plan Supplement pursuant to which any holder of
                                an Allowed Claim that receives Plan Securities
                                and thereby becomes an "affiliate" as defined in
                                rules promulgated under the Securities Act of
                                1933, as amended, is granted certain customary
                                registration rights.

                                     Page 31
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Remaining 2001 Bonus Plan       means that certain Remaining 2001 Bonus Plan,
                                dated as of the Effective Date, that is set
                                forth in the Plan Supplement.

Reorganization Cases            the jointly administered cases under chapter 11
                                of the Bankruptcy Code commenced by the Debtors
                                on January 10, 2002 in the Bankruptcy Court and
                                styled In re: Motient Corporation, et al.,
                                02-80125.

Reorganized Company             the Reorganized Debtors and each of their
                                non-Debtor subsidiaries.

Reorganized Debtors             each of the Debtors on and after the Effective
                                Date.

Reorganized Motient             Motient Corporation, on or after the Effective
                                Date.

Representative                  any officer, director, agent, financial advisor,
                                attorney, professional, accountant, employee or
                                controlling shareholder (direct or indirect) of
                                a Debtor, in each case, solely in their capacity
                                as such, serving or holding interests on or
                                after January 1, 2001.

Retention Bonuses               an aggregate of three hundred and twenty-five
                                thousand dollars ($325,000.00) to  be paid on
                                the Effective Date to those employees of the
                                Debtors on the Confirmation Date who are on a

                                     Page 32
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                                list to be agreed upon by the Debtors and the
                                Informal Committee and included in the Plan
                                Supplement.

Schedules                       the schedules of assets and liabilities, lists
                                of holders of Equity Interests, and the
                                statement of financial affairs filed by the
                                Debtors under section 521 of the Bankruptcy
                                Code, Bankruptcy Rule 1007 and the Official
                                Bankruptcy Forms of the Bankruptcy Rules as
                                such schedules and statements have been or may
                                be supplemented or amended through and
                                including the date by which objections to
                                Claims may be filed with the Bankruptcy Court.

Secured Claim                   a Claim that is secured by a lien on property in
                                which any or all of the Estates have an interest
                                or that is subject to setoff under section 553
                                of the Bankruptcy Code, to the extent of the
                                value of the Claim holder's interest in the
                                Estates' interest in such property or to the
                                extent of the amount subject to setoff, as
                                applicable, as determined pursuant to

                                     Page 33
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                                section 506(a) of the Bankruptcy Code, provided,
                                however, that solely for the purposes of
                                treatment under the Plan, a Secured Claim shall
                                not include a Senior Note Claim or Interdebtor
                                Claim.

Senior Indebtedness Claims      claims (including the Rare Medium Claim) against
                                Motient that constitute "Senior Indebtedness" of
                                Motient as defined under the terms of the Senior
                                Note Indenture.

Senior Indebtedness Note        the Senior Indebtedness Note set forth in the
                                Plan Supplement.

Senior                          Note Claim a Claim against the Debtors for an
                                amount due under or in connection with the
                                Senior Notes or the Senior Note Indenture.

Senior Note Distribution        25,000,000 shares of New Motient Common Stock.

Senior Note Indenture           the Indenture, dated March 31, 1998, for the
                                Senior Notes.

Senior Notes                    the Series A and Series B 12.25% Senior Notes
                                due 2008 issued by Holdings and guaranteed by
                                Motient, Communications and Services.

Services                        Motient Services Inc.

Subsidiary Debtors              each of the Debtors except for Motient
                                Corporation.

Trade Claims                    (a) any Claim against Communications

                                     Page 34
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                                arising with respect to the sale of goods or
                                services prior to the Commencement Date, in the
                                ordinary course of Communications' business
                                including, without limitation, Claims of
                                vendors, insurance companies, information
                                service providers, telephone and telecom service
                                providers, technical support providers, lessors
                                and freight and shipping providers; and (b) any
                                Claim in respect of salary, benefits or
                                severance of any employee of any of the Debtors
                                that is not a Priority Non-Tax Claim or
                                Administrative Expense Claim.

Unsecured Claim                 any Claim against any of the Debtors other than
                                a Secured Claim, Administrative Expense Claim,
                                Priority Tax Claim, Priority Non-Tax Claim, Fee
                                Claim, Interdebtor Claim, Existing Securities
                                Law Claim, or 510(c) Claim.

Ventures                        Motient Ventures Holding Inc.

Voting Agent                    Bankruptcy Services LLC, as voting agent in
                                connection with voting by holders of Claims and
                                Equity Interests to accept or reject the Plan.

Voting Classes                  a Class that is Impaired under the Plan and that
                                is not deemed to have rejected the Plan.

                                     Page 35
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Voting Procedures Order         an order of the Bankruptcy Court that sets which
                                Claims and Equity Interests may vote on the Plan
                                and designates the form of ballot to be used by
                                each Voting Class.

I.

I.       SUMMARY OF DISCLOSURE STATEMENT

A.       Purpose of this Disclosure Statement

               The purpose of this Disclosure Statement is to provide holders of
Claims that are entitled to vote on the Plan with sufficient information to
allow them to make an informed decision on whether to accept or reject the Plan.
The Debtors are debtors in cases under chapter 11 of the Bankruptcy Code and are
soliciting votes to accept or reject the Plan. The overall purpose of the Plan
is to provide for the restructuring of the Debtors' liabilities in a manner
designed to maximize recoveries to all stakeholders and to enhance the financial
viability of the Reorganized Company. A copy of the Plan is attached as
Exhibit A to this Disclosure Statement. Except as otherwise indicated in this
Disclosure Statement, please refer to the Glossary and the Plan for definitions
of capitalized terms used in this Disclosure Statement.

                              Non-Debtor Subsidiary

     One of the Debtors' subsidiaries, Motient Ventures Holding Inc., is not a
Debtor in the Reorganization Cases and is not in bankruptcy. This subsidiary

                                     Page 36
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is referred to herein as the "Non-Debtor Subsidiary." Debt and equity interests
issued by, and claims against, the Non-Debtor Subsidiary are not directly
affected by the commencement of the Reorganization Cases and are not entitled to
vote on the Plan.

     This Disclosure Statement:

-         describes how Claims against and Equity Interests in the Debtors will
          be treated under the Plan (section I.D., "Summary of Distributions to
          Be Made Under the Plan") and the terms of the securities to be issued
          under the Plan (section II, "Principal Characteristics of New Motient
          Common Stock, Old Motient Equity Warrants and Senior Indebtedness
          Notes");

-         explains how to vote on the Plan and who is entitled to vote
          (section I.C., "Voting");

-         estimates the recoveries for holders of Claims and Equity Interests
          (section I.D., "Summary of Distributions to Be Made Under the Plan");

-         provides certain financial information about the Reorganized Company,
          including operating and financial projections through fiscal 2008 for
          the Reorganized Company (section VI.C., "Financial Projections and
          Valuation Analysis" and Exhibit C);

-         gives estimated enterprise valuations of the Reorganized Company
          (section VI.C., "Financial Projections and Valuation Analysis" and
          Exhibit C);

                                     Page 37
<Page>

-         presents a liquidation analysis of the Debtors (Exhibit D);

-         explains certain legal and practical aspects of implementation of the
          Plan (section III, "Implementation of the Plan");

-         notes certain risk factors that creditors should consider before
          voting (section IV, "Risk Factors");

-         discusses the procedure for confirming the Plan (section V,
          "Confirmation of the Plan");

-         describes how Reorganized Motient will be governed when the Plan
          becomes effective (section VI.A., "Reorganized Motient");

-         summarizes the joint plan of reorganization including the present
          corporate structure, values available in separate reorganizations and
          the reorganization structure (section VI.B., "The Joint Plan of
          Reorganization");

-         discusses the businesses of the Debtors and the reasons they commenced
          their Reorganization Cases (section VII, "Historical Information");

-         summarizes significant events that have occurred in the Reorganization
          Cases (section VIII, "The Cases");

-         summarizes certain federal tax considerations (section IX, "Certain
          U.S. Federal Income Tax Consequences"); and

-         explains how distributions under the Plan will be made and the manner
          in which disputed claims will be resolved (section X, "Procedures for
          Distributions Under the Plan").

                  Additional financial and other information about Motient and

                                     Page 38
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the other Debtors can be found in Motient's Form 10-K for the fiscal year ended
December 31, 2000, its Forms 10-Q for the quarters ended March 31, 2001, June
30, 2001 and September 30, 2001 and its other filings from time to time with the
Securities and Exchange Commission (the "Commission" or the "SEC"), each of
which is incorporated in this Disclosure Statement by reference (the Debtors'
Schedules and Statement of Financial Affairs filed in the Case are as so
incorporated herein by reference). The financial results of the Debtors' fiscal
year ended December 31, 2001 will be reported in a Form 10-K that Motient
currently expects to file on or before April 1, 2002. Copies of Motient's SEC
filings may be obtained over the Internet at www.sec.gov.

B.       Background of Reorganization Cases

               On the Commencement Date, the Debtors each filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. Since the
Commencement Date, the Debtors have continued to manage their businesses and
affairs in the ordinary course as debtors in possession under chapter 11 of the
Bankruptcy Code, subject to the control and supervision of the Bankruptcy Court.

               On January 22, 2002, the United States Trustee for the Eastern
District of Virginia appointed the Creditors' Committee, an official committee
of unsecured creditors consisting of the persons listed in Exhibit B attached
hereto, to represent the interests of the Debtors' unsecured creditors in the
Reorganization Cases. An Informal Committee was formed prior to the Commencement
Date and was active before the formation of the Creditors' Committee.1

               On January 17, 2002, the Debtors filed the Plan with the
Bankruptcy Court under Chapter 11 of the Bankruptcy Code. On January 29, 2002,

                                     Page 39
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the Debtors filed the Disclosure Statement with the Bankruptcy Court under
Chapter 11 of the Bankruptcy Code. A hearing was held on February 22, 2002 at
which time the Debtors' Amended Disclosure Statement was approved as modified on
the record as containing adequate information pursuant to section 1125 of the
Bankruptcy Code. A Record Date of February 12, 2002 for voting on the Plan was
also established. On February 27, 2002 the Debtors filed an Amended Plan and
Disclosure Statement for the Debtors' Amended Plan.

C.       Voting

               Each holder of a Claim or Equity Interest of a Class that is
"Impaired" under the Plan, but is not deemed to have rejected the Plan, will
receive this Disclosure Statement, the Plan, the Voting Procedures Order, notice
of the hearing on confirmation of the Plan (the "Confirmation Hearing"), and a
ballot for accepting or rejecting the Plan. Any holder of a Claim or Equity
Interest whose legal, contractual or equitable rights are altered, modified or
changed by the proposed treatment under the Plan, or whose treatment under the
Plan is not provided for in section 1124 of the Bankruptcy Code, is considered
"Impaired." Each holder of a Claim or Equity Interest of a Class that is deemed
to accept or reject the Plan will receive the Voting Procedures Order, notice of
the Confirmation Hearing and a notice of non-voting status in the form approved
by the Bankruptcy Court, but will not receive a ballot and will not be eligible
to vote on the Plan. Holders of Claims or Equity Interests of a Class deemed to
accept the Plan will not receive copies of the Plan, the Disclosure Statement or
the Plan Supplement, but may obtain copies of these documents by mailing a
written request for such materials to the Voting Agent. Holders of Claims or

                                     Page 40
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Equity Interests in Impaired Classes may also receive a copy of the Plan
Supplement after it has been filed by mailing a written request to the Voting
Agent.

            Which Classes of Claims are Entitled to Vote on the Plan?

         Classes of Claims are entitled to vote on the Plan as follows:

-         Claims or Equity Interests in Classes 2, 3, 4, 5, 6 and 8A are
          Impaired and entitled to vote on the Plan.

-         Claims in Classes 1 and 7 are Unimpaired under the Plan, are deemed to
          have accepted the Plan and will not be entitled to vote on the Plan.

-         Claims in Classes 8B, 9, 10 and 11 will receive no distribution under
          the Plan, are deemed to have rejected the Plan and will not be
          entitled to vote on the Plan.

               For a description of the Classes of Claims and Equity Interests
and their treatment under the Plan, see section I.D., "Summary of Distributions
Under the Plan" below.

               You may only vote on the Plan with respect to a Claim or Equity
Interest if that Claim belongs to a Class or Equity Interest that is

                                     Page 41
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Impaired under the Plan and is not deemed to have rejected the Plan. The
Bankruptcy Court has fixed February 12, 2002 as the voting record date. To be
eligible to vote on the Plan, persons with Claims or Equity Interests that
belong to the Voting Classes must have held them on the voting record date.

               Under the Bankruptcy Code, the Plan will be deemed accepted by
an Impaired Class of Claims if the Voting Agent receives votes accepting the
Plan representing at least:

-         two-thirds of the total dollar amount of the allowed Claims in the
          Class that cast a vote; and

-         more than one-half of the total number of allowed Claims in the Class
          that cast a vote.

               Under the Bankruptcy Code, the Plan will be deemed accepted by
an Impaired Class of Equity Holders if the Voting Agent receives votes accepting
the Plan representing at least:

-         two-thirds in amount of the allowed interests in the Class that cast a
          vote.

The Voting Procedures Order sets forth which Claims and Equity Interests are
"allowed" for purposes of voting and designates the form of ballot to be used by
each Voting Class. For more information on voting procedures, please consult the
Voting Procedures Order.

               All properly completed ballots received by the voting agent
before 5:00 p.m. (Eastern time) on April 16, 2002 (the "Voting Deadline"), will
be counted in determining whether each Impaired Class entitled to vote on the

                                     Page 42
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Plan has accepted the Plan. Any ballots received after the Voting Deadline will
not be counted. All ballots must contain an original signature to be counted. No
ballots received by facsimile will be accepted.

                               Voting on the Plan

               When does the vote need to be received? The deadline for the
               receipt by the Voting Agent of properly completed ballots is 5:00
               p.m., April 16, 2002. If you are sending your ballot to an
               Intermediary for inclusion in a Master Ballot, the Intermediary
               must receive your properly completed ballot by 5:00 p.m. on April
               9, 2002.

               Which Classes may vote? Persons may vote to accept or reject the
               Plan only with respect to Allowed Claims and Equity Interests
               that belong to a Class that is Impaired under the Plan and is not
               deemed to have rejected the Plan. These are Classes 2, 3, 4, 5, 6
               and 8A only.

               Which members of the Impaired Classes may vote? The voting record
               date for determining which members of Impaired Classes may vote
               on the Plan is February 12, 2002. Persons may vote on the Plan
               only with respect to Claims and Equity Interests that were held
               on the voting record date.

               How do I vote on the Plan? For a vote to be counted, the Voting
               Agent must receive an original signed copy of the

                                     Page 43
<Page>

               ballot form approved by the Bankruptcy Court. Faxed copies and
               votes sent on other forms will not be accepted.

               Who should I contact if I have questions or need a ballot? You
               may contact the Voting Agent at the address or phone number
               listed below.

               This Disclosure Statement, the attached exhibits, and the Plan
are the only materials that you should use in determining how to vote on the
Plan. The Plan reflects an agreement in principle and compromise prior to the
Commencement Date among the Debtors and the Informal Committee, under which
substantially all of the Debtors' existing indebtedness will be cancelled and
exchanged for New Motient Common Stock in accordance with the terms of the Plan.
The Debtors believe that approval of the Plan is their best opportunity to
emerge from their Reorganization Cases and return their businesses to financial
viability.

                             Voting Recommendations

               The Debtors believe that the Plan presents the best opportunity
         for holders of Claims and Equity Interests to maximize their recoveries
         and for the business operations of the Debtors to succeed. The Debtors
         encourage holders of Claims and Equity Interests to vote to accept the
         Plan.

               The Creditors' Committee has participated fully in the

                                     Page 44
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         reorganization process and also urges holders of Claims and Equity
         Interests to vote to accept the Plan.

               The ballots have been specifically designed for the purpose of
soliciting votes on the Plan from each Class entitled to vote. For this reason,
in voting on the Plan, please use only the ballot sent to you with this
Disclosure Statement. If you hold Claims in more than one Class, you must use a
separate ballot for voting with respect to each Class of Claims that you hold.
If you believe you have received the incorrect form of ballot, you need another
ballot or have any questions concerning the form of ballot, please contact the
Voting Agent.

               Please complete and sign your ballot and return it in the
enclosed pre-addressed envelope to the Voting Agent. All correspondence in
connection with voting on the Plan should be directed to the Voting Agent at the
following address:

                                  Voting Agent

                                    By mail:

                          Motient Ballot Process Center
                           c/o Bankruptcy Services LLC
                                 P. O. Box 5014
                                   FDR Station
                               New York, NY 10150
                              Phone: 1-212-376-8494

                             By overnight delivery:

                                     Page 45
<Page>

                          Motient Ballot Process Center
                           c/o Bankruptcy Services LLC
                         70 East 55th Street, 6th Floor
                               New York, NY 10022
                              Phone: 1-212-376-8494

               The Voting Agent will prepare and file with the Bankruptcy Court
a certification of the results of the voting on the Plan on a Class-by-class
basis.

               Additional copies of the ballots, this Disclosure Statement and
the Plan, and copies of the Plan Supplement (when filed), are available upon
request made to the Voting Agent. Please contact the Voting Agent with any
questions relating to voting on the Plan.

                             Your Vote Is Important

               Your vote on the Plan is important because:

-              Under the Bankruptcy Code, a plan of reorganization can only be
               confirmed if certain majorities in dollar amount and number of
               claims (as described above) of each Impaired Class under the plan
               vote to accept the plan, unless the "cram down" provisions of the
               Bankruptcy Code are used.

-              Under the Bankruptcy Code, only the votes of those holders of
               claims or interests who actually submit votes on a plan are

                                     Page 46
<Page>

               counted in determining whether the specified majorities of votes
               in favor of the plan have been received.

-              If you are eligible to vote with respect to a Claim and do not
               deliver a properly completed ballot relating to that Claim by the
               Voting Deadline, you will be deemed to have abstained from voting
               with respect to that Claim and your eligibility to vote with
               respect to that Claim will not be considered in determining the
               number and dollar amount of ballots needed to make up the
               specified majority of that Claim's Class for the purpose of
               approving the Plan.

               In accordance with Bankruptcy Rule 3017(d), the Debtors will send
ballots to transfer agents, registrars, servicing agents, or other
intermediaries (such as Depository Trust Company) holding Claims or Equity
Interests for, or acting on behalf of, beneficial holders of Claims or Equity
Interests (collectively, the "Intermediaries"). Each Intermediary will be
entitled to receive, upon request to the Debtors, a reasonably sufficient number
of ballots to distribute to the beneficial owners of the Claims or Equity
Interests for which it is an Intermediary, and the Debtors will be responsible
for and pay each such Intermediary's reasonable costs and expenses associated
with the distribution of ballots to the beneficial owners of such Claims or
Equity Interests and tabulation of the ballots. Additionally, each Intermediary
must receive returned ballots by 5:00 p.m. (Eastern time) on April 9, 2002, so
that it can tabulate and return the results to the Voting Agent in a summary

                                     Page 47
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"master" ballot in a form approved by the Bankruptcy Court (the "Master Ballot")
indicating the number and dollar amount of cast ballots in the group of Claim or
Equity Interest holders for which it is an Intermediary. The Intermediaries must
certify that each beneficial holder has not cast more than one vote with respect
to any given Claim or Equity Interest for any purpose, including both for
determining the number of votes and the amount of the Claim or Equity Interest,
even if such holder holds securities of the same type in more than one account.
However, persons who hold Claims or Equity Interests in more than one voting
Class will be entitled to one vote in each such Class, subject to the applicable
voting rules.

                       IMPORTANT - Voting By Intermediary

                         Timing: If your vote is being processed by an
               Intermediary, please allow time for transmission of your ballot
               to your Intermediary for preparation and delivery to the Voting
               Agent of a Master Ballot reflecting your vote and the votes of
               other Claims or Equity Interests tabulated by the Intermediary.

                         Your vote must be received either (a) directly by the
               Voting Agent on or before the Voting Deadline, or (b) if your
               vote is processed by an Intermediary, by your Intermediary by
               April 9, 2002 at 5:00 p.m. (Eastern time) to be counted.

                                     Page 48
<Page>

                         Receipt by the Intermediary on or close to the Voting
               Deadline may not allow sufficient time for the Intermediary to
               include your vote in the Master Ballot that it prepares and
               delivers to the Voting Agent by the Voting Deadline.

                         Questions on Voting Procedures: If you have a question
               concerning the voting procedures, please contact your
               Intermediary or the Voting Agent.

D.       Summary of Distributions to Be Made Under the Plan

               The following table and description summarize the classification
and treatment of Claims and Equity Interests and the consideration contemplated
to be distributed to the holders of such Claims and Equity Interests under the
Plan. Unless otherwise noted, these estimates are as of December 31, 2001. For
an explanation of the assumptions and uncertainties regarding these
calculations, see section IV, "Risk Factors" and section VI.C., "Financial
Projections and Valuation Analysis" below.

               As further described below, the Plan provides for distributions
of shares of New Motient Common Stock and Old Motient Equity Warrants in
satisfaction of Allowed Claims and Equity Interests. These distributions vary in
amount and the type of security distributed, depending on the Class of the Claim
or Equity Interest.

                          Note on Numerical Information

                         The numerical information in this Disclosure Statement,

                                     Page 49
<Page>

               including the Projections and liquidation and valuation analyses,
               has been prepared by the Debtors and does not constitute a
               representation or endorsement of the accuracy of such information
               by the holders of the Senior Note Claims, the Informal Committee,
               the Creditors' Committee or any of the Debtors' other creditor
               constituencies.

1.

                  Summary of Classification and Treatment of Claims
<Table>
<Caption>
                                                                                       Estimated
                                                             Estimated Allowable    Recovery (% Of
 Class            Description                 Treatment            Amount              Claim)(1)       Voting
--------       ------------------            ----------      -------------------    --------------  -------------
<S>            <C>                           <C>               <C>                       <C>         <C>
Class 1A       Motorola's Secured            Unimpaired        $   3,316,073(2)          100%        No (deemed to
               Claim                                                                                 accept)
Class 1B       Compaq Financial              Unimpaired        $   8,344,634(2)          100%        No (deemed to
               Services Capital                                                                      accept)
               Equipment Lease
               Claim
Class 1C       Avaya Financial               Unimpaired        $     602,845(2)          100%        No (deemed to
               Services Capital                                                                      accept)
               Equipment Lease
               Claim
</Table>

                                     Page 50
<Page>

<Table>
<S>            <C>                           <C>               <C>                       <C>         <C>
Class 1D       Other Secured                 Unimpaired                    0             100%        No (deemed to
               Claims                                                                                accept)
Class 2        Priority Non-Tax               Impaired         $     352,600             100%        Yes
               Claims
Class 3        Senior Note Claims             Impaired         $ 367,673,259              56%        Yes
Class 4        Trade Claims                   Impaired         $   3,924,426             100%        Yes
Class 5        Senior                         Impaired         $  27,029,734(3)          100%        Yes
               Indebtedness Claims
Class 6        Other Unsecured                Impaired         $   3,082,996(3)           26%        Yes
               Claims(4)
Class 7        Interdebtor Claims            Unimpaired        $  11,500,000(5)          100%        No (deemed to
                                                                                                     accept)
Class 8A       Motient Equity-                Impaired                   n/a             n/a6        Yes
               Common Stock
Class 8B       Motient                        Impaired                     0               0         No (deemed to
               Equity-Other                                                                          reject)
               Equity Interests
Class 9        Equity Interests               Impaired                     0               0         No (deemed to
               in Holdings,                                                                          reject)
               Communications and
               Services
Class 10       Existing                       Impaired                     0               0         No (deemed to
               Securities Law                                                                        reject)
               Claims
Class 11       510(c) Claims                  Impaired                     0               0         No (deemed to
                                                                                                     reject)
==================================================================================================================

</Table>

                                     Page 51
<Page>

(1)  As of the date of this Disclosure Statement, the Debtors have completed
     only a preliminary estimate of the Claims filed in these cases. Because
     recoveries under the Plan are directly linked to the amount and value of
     the Allowed Claims, any change in the Debtors' Claims estimates resulting
     from further analysis of the proofs of claim filed as of the Bar Date will
     impact their predictions of recoveries under the Plan. Additionally, see
     the below description regarding distributions of New Motient Common Stock.

(2)  Payments on account of these claims shall be made monthly in accordance
     with existing agreements.

(3)  The validity and amount of certain claims in Class 5 and Class 6 including
     the Rare Medium Claim, Boeing Satellite Claim and the Chase Securities
     Claim are disputed. For purposes of this chart, and without prejudice to
     the Debtors' right to dispute such claims, the amounts of the Boeing
     Satellite Claim and the Chase Securities Claim are assumed to be in the
     amounts as asserted by such creditors, which amounts aggregate
     approximately $3,082,996.00. Claims in addition to the Boeing Satellite
     Claim and the Chase Securities Claim may also be included in Class 6, which
     may reduce the estimated recovery to the members of Class 6.

(4)  Class 6 includes 6A - Other Unsecured Claims against Motient, 6B - Other
     Unsecured Claims against Holdings, 6C - Other Unsecured Claims against
     Communications, and 6D - Other Unsecured Claims against Services.

(5)  This amount of intercompany debt is evidenced by a note. The note has a

                                     Page 52
<Page>

     term of 90 days and renews automatically for successive 90-day terms. The
     note is unsecured and has an interest rate equal to the prevailing 90-day
     LIBOR rate plus 75 basis points. Interest is accrued and added to the
     principal amount. Additional intercompany debt that is not evidenced by a
     note also exists. This additional intercompany debt relates to corporate
     overhead and expense allocation and has historically not been paid. The
     Debtors currently do not intend to make payments on this intercompany debt.

(6)  Holders of Motient's common stock will receive the Old Motient Equity
     Warrants with an estimated value of approximately $1.2 million.

                  The Debtors expect that an aggregate of 25,097,256 shares of
New Motient Common Stock will be issued under the Plan, with an additional
1,514,163 shares reserved for issuance upon exercise of the Old Motient Equity
Warrants, an additional 3,028,327 shares reserved for issuance in connection
with grants of options or other stock awards under the Employee Incentive Plan
and 643,519 shares issuable as Professional Plan Securities. Based on the above
estimates, immediately after the consummation of the Plan, the ownership of the
Reorganized Company will be as described in the table below. The information in
this table is based on an assumed Enterprise Value of $266.5 million. See
section VI.C., "Financial Projections and Valuation Analysis" of this Disclosure
Statement for an explanation of the calculations and assumptions used in
reaching this assumed Enterprise Value.

                                     Page 53
<Page>

<Table>
<Caption>
                                           Shares of New Motient
                                          Common Stock Purchasable

                                                    Under
                                                 Old Motient

                           Shares of New     Equity Warrants and       Percent       Percent       Estimated
                           Motient Common     Professional Plan       Ownership     Ownership      Recovery
                               Stock              Securities         (Undiluted)    (Diluted)    (% Of Claim)
<S>                          <C>                  <C>                  <C>            <C>            <C>
Class 3 (Senior Note         25,000,000                                97.12%         82.55%          56%
Claims)
Class 6 (Other                   97,256                                  .37%           .32%          26%
Unsecured Claims)
Professional Plan                                   643,519              2.5%          2.13%         N/A
Securities
Old Motient Equity                                1,514,163                            5.00%         N/A
Warrants
Employee Incentive            3,028,327                                               10.00%         N/A
Plan
       TOTAL                 28,125,583           2,157,682              100%           100%
</Table>

               For purposes of implementing the Plan, the shares of New Motient
Common Stock are valued by subtracting the amount of the Rare Medium Claim
(assuming that the amount is as asserted by Rare Medium) from the Debtors'
assumed Enterprise Value of $266.5 million and dividing this amount by the
number of shares of New Motient Common Stock to be issued under the Plan. See
section VI.C., "Financial Projections and Valuation Analysis" for a description
of how this assumed Enterprise Value was reached, including certain
contingencies that could affect this valuation. The Enterprise Value is

                                     Page 54
<Page>

calculated based on commonly accepted valuation analysis and is not intended to
represent values that will be achieved in the public or private markets for
securities distributed under the Plan. The Debtors cannot assure you that the
market value of the New Motient Common Stock or the Old Motient Equity Warrants
at the Effective Date will reflect the $266.5 million Enterprise Value used in
calculating the distributions under the Plan or that there will be any trading
market for the New Motient Common Stock after the Effective Date.

2.       Summary of Distributions Under the Plan

               The following section describes more fully the distributions to
be made to each Class of Claims and Equity Interests under the Plan. This
description is only a summary of certain important provisions of the Plan and
should not replace careful review of the Plan. Each holder of a Claim or Equity
Interest should read the Plan carefully before voting. Please refer particularly
to section 4 of the Plan, section III.H., below "Treatment of Claims and Equity
Interests" and the liquidation analysis annexed as Exhibit D hereto for a more
detailed description of the classification and treatment of Claims and Equity
Interests provided under the Plan.

     Holders of Claims or Equity Interests designated to receive Plan Securities
     may need to receive and hold their Plan Securities in a brokerage account.

     To allow timely and efficient distribution and transfer of the Plan
     Securities among a wide group of holders, in lieu of printing and

                                     Page 55
<Page>

     distributing individual certificates representing the Plan Securities, the
     Reorganized Company may issue some or all of the Plan Securities in global
     form and use the book-entry transfer facilities of The Depository Trust
     Company ("DTC") to effectuate distribution and transfer of the Plan
     Securities.

     Use of the DTC book-entry transfer facilities may require recipients of
     Plan Securities that are not themselves participants in the DTC book-entry
     system to receive and hold their securities in a brokerage account. If the
     Debtors use the book-entry transfer facilities of DTC to effectuate
     distribution and transfer of some or all of the Plan Securities, holders of
     Claims or Equity Interests designated to receive those securities will
     receive instructions regarding the DTC book-entry transfer facilities and a
     request for information on the brokerage account (or other account of a DTC
     participant) to be credited with the receipt of Plan Securities with
     respect to that holder's Claim or Equity Interest.

     If you do not already have a brokerage account and hold a Claim or Equity
     Interest in a Class that will receive Plan Securities under the Plan, you
     may be required to open a brokerage account to receive and hold your Plan
     Securities.

               Administrative Expense Claims. In accordance with section
1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority
Tax Claims, as described below, have not been classified. Unless otherwise
agreed to by the parties, each holder of an Allowed Administrative Expense Claim

                                     Page 56
<Page>

(except for those representing liabilities incurred in the ordinary course of
business during the Reorganization Cases and certain liabilities under loans and
advances in the Reorganization Cases) will receive Cash equal to the unpaid
portion of such Allowed Administrative Expense Claim on the later of the
Effective Date and the first Business Day thirty days after the date on which
the Administrative Expense Claim is Allowed.

               Allowed Administrative Expense Claims that represent liabilities
incurred by the Debtors in the ordinary course of business during the
Reorganization Cases or liabilities arising under loans or advances to or other
obligations incurred by the Debtors as debtors-in-possession, whether or not
incurred in the ordinary course of business, will be paid by the Reorganized
Debtors in the ordinary course of business, consistent with past practice and in
accordance with the terms and subject to the conditions of any orders or
agreements governing, instruments evidencing, or other documents relating to,
such transactions. Any postpetition expenses of the indenture trustee for the
Senior Notes and the reasonable postpetition fees and expenses of its counsel
will be paid as Administrative Expense Claims to the extent such fees and
expenses are reasonable and to the extent approved by the Bankruptcy Court after
notice and a hearing. The Debtors have budgeted approximately $31,000,000 for
Administrative Expense Claims, excluding all professional fees. This figure is
comprised of expenses and costs associated with the normal, day-to-day
operations of the Debtors' businesses during the pendency of the Reorganization
proceeding, assuming an Effective Date of May 15, 2002. The Debtors expect that
most of this amount will be paid by the Debtors in the ordinary course of
business, on standard payment terms, during the pendency of the case. As

                                     Page 57
<Page>

discussed below in Section III.T ("Cash Payments on Effective Date"), the
Debtors expect that the total amount of cash that will be required to be paid by
them on the Effective Date, including any Administrative Expense Claims payable
on such date, should not exceed $1.0 million. See section III.T., "Cash Payments
on Effective Date," below.

               Unless otherwise specified in the Plan or by order of the
Bankruptcy Court, no interest will accrue or be paid in connection with an
Allowed Administrative Expense Claim for any purpose, on or after the
Commencement Date.

               In addition to ordinary course of business expenses, the Debtors
expect that Administrative Expense Claims will consist of professional fees for
the Debtors and the various committees appointed in the Reorganization Cases.
Such fees are difficult to estimate and will vary depending on the length of the
Reorganization Cases and the complexity and length of any related litigation.
The Debtors have budgeted approximately $3,400,000 for Administrative Expense
Claims that are not expenses arising and paid in the ordinary course of
business, based on an assumed Effective Date of May 15, 2002. A portion of the
professional fees due to investment advisors in the Reorganization Cases may be
paid through the issuance of Professional Plan Securities.

               Bar Date for Administrative Expense Claims.

               Pre-Effective Date Claims and Expenses. No proof of
Administrative Expense Claim or application for payment of an Administrative
Expense Claim need be filed for the allowance of any of the following types of
Claims:

-         expenses or liabilities incurred in the ordinary course of the

                                     Page 58
<Page>

          Reorganized Debtors' businesses on or after the Effective Date;

-         Administrative Expense Claims held by trade vendors where such
          administrative liability was incurred in the ordinary course of the
          Debtors' and such creditor's business after the Commencement Date;

-         Fee Claims (which are discussed below); or

-         fees of the United States Trustee arising under 28 U.S.C.ss. 1930.

               To be eligible for payment under the Plan, all persons asserting
Administrative Expense Claims of any kind not described above arising on or
after the Commencement Date must file and serve proofs of such Claims pursuant
to the procedures in the Confirmation Order or notice of entry of Confirmation
Order, no later than 45 days after the Effective Date.

               Expenses and liabilities incurred on or after the Effective Date
are not subject to the Plan or the treatment of Claims described in this
Disclosure Statement. All of the Administrative Expense Claims described above
other than Fee Claims will be paid by the Reorganized Debtors in the ordinary
course of business. Fee Claims will be paid as described below.

               Effect of Failure to Timely File Claim or Requests for Payment.
Any request for payment of an Administrative Expense Claim that is not exempt
from the Bar Date and is not filed by the applicable deadline set forth in
section 2.2 of the Plan will be barred. Any Persons that fail to file a proof of
Administrative Expense Claim or request for payment thereof on or before the
Administrative Bar Date as required under the Plan will be forever barred from

                                     Page 59
<Page>

asserting such Claim against any of the Debtors, the Estates, the Reorganized
Debtors or their property and the holder thereof will be enjoined from
commencing or continuing any action, employment of process or act to collect,
offset or recover such Administrative Expense Claim.

               Fee Claims. All persons seeking an award by the Bankruptcy Court
of a Fee Claim incurred through and including the Effective Date are required
(unless otherwise ordered by the Bankruptcy Court) to file final applications
for the allowance of compensation for services rendered and reimbursement of
expenses incurred within 45 days after the Effective Date. Holders of Fee Claims
that file final applications in accordance with the Plan will be paid in full in
the amounts approved by the Bankruptcy Court on the date on which the order
relating to any such Fee Claim is entered or on other terms mutually agreed on
between the Fee Claim holder and the Debtors or, as applicable, the Reorganized
Debtors. The Debtors have budgeted approximately $3,400,000 for Fee Claims,
based on an assumed Effective Date of May 15, 2002.

               Priority Tax Claims. Unless otherwise agreed to by the parties,
each holder of an Allowed Priority Tax Claim will receive, at the sole option of
the Reorganized Debtors:

-         Cash equal to the unpaid portion of its Allowed Priority Tax Claim, to
          be paid on or as soon as practical after the later of the Effective
          Date or the first Business Day 30 days after the date on which that
          Priority Tax Claim was Allowed; or

-         equal annual Cash payments in an aggregate amount equal to the amount
          of such Allowed Priority Tax Claim, together with interest at a fixed
          annual rate, paid over a period not longer than six years after the

                                     Page 60
<Page>

          date the Allowed Priority Tax Claim was assessed. These payments will
          begin on or as soon as practical after the later of the Effective Date
          or the first Business Day 30 days after the date on which the Priority
          Tax Claim was Allowed.

               The Debtors estimate, based on their records, that there will be
no Allowed Priority Tax Claims.

               Interest Will Not Accrue After Commencement Date

          Unless otherwise specified in the Plan or by order of the Bankruptcy
          Court, no interest will accrue or be paid on an Allowed Claim, for any
          purpose, on or after the Commencement Date.

                  Summary of Distributions to Holders of Claims

Motorola (Class 1A)

               Motorola's Secured Claim will receive treatment that either (i)
leaves unaltered the legal, equitable, or contractual rights to which this Claim
is entitled or (ii) leaves this Claim unimpaired pursuant to section 1124(2) of
the Bankruptcy Code on or as soon as reasonably practicable after the later of
the Effective Date or the first Business Day thirty days after the date this
Claim was Allowed.

Compaq Financial Services Capital Equipment Lease (Class 1B)

               The Claim arising under the Compaq Financial Services Capital
Equipment Lease will receive treatment that either (i) leaves unaltered the

                                     Page 61
<Page>

legal, equitable, or contractual rights to which this Claim is entitled or (ii)
leaves this Claim unimpaired pursuant to section 1124(2) of the Bankruptcy Code,
on or as soon as reasonably practicable after the later of the Effective Date or
the first Business Day 30 days after the date this Claim was Allowed.

Avaya Financial Services Capital Equipment Lease (Class 1C)

               The Claim arising under the Avaya Financial Services Capital
Equipment Lease will receive treatment that either (i) leaves unaltered the
legal, equitable, or contractual rights to which the Claim is entitled or (ii)
leaves the Claim unimpaired pursuant to section 1124(2) of the Bankruptcy Code,
on or as soon as practicable after the later of the Effective Date or the first
Business Day 30 days after the date on which this Claim was Allowed.

Other Secured Claims (Class 1D)

               Each Other Secured Claim will receive treatment that either (i)
leaves unaltered the legal, equitable, or contractual rights to which the Claim
is entitled or (ii) leaves the Claim unimpaired pursuant to section 1124(2) of
the Bankruptcy Code, on or as soon as practicable after the later of the
Effective Date or the first Business Day 30 days after the date on which this
Claim was Allowed.

Priority Non-Tax Claims (Class 2)

               Unless otherwise agreed to by the parties, each holder of an
Allowed Priority Non-Tax Claim will receive Cash in an amount equal to such
Claim, on or as soon as reasonably practicable after the later of the Effective
Date or the first Business Day 30 days after the date the Claim was Allowed.

                                     Page 62
<Page>

Senior Note Claims (Class 3)

               On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Senior Note Claim will receive a pro rata share of the
Senior Note Distribution determined by multiplying the Senior Note Distribution
times the ratio of the aggregate amount of outstanding principal under all of
the Senior Notes held by such holder over the aggregate amount of outstanding
principal under all of the Senior Notes that are issued and outstanding.

Trade Claims (Class 4)

               Unless otherwise agreed to by the parties, each holder of an
Allowed Trade Claim will receive Cash in an amount equal to the Allowed Amount
of the Claim, on or as soon as reasonably practicable after the later of the
Effective Date or the first Business Day 30 days after the date the Claim was
Allowed. All Claims on account of severance agreements for pay and benefits will
be deemed to be agreed by the parties to be paid in the manner and at the times
which are in the ordinary course of such agreements.

Senior Indebtedness Claims (Class 5)

               On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Senior Indebtedness Claim will receive from Newco a
Senior Indebtedness Note for the Allowed amount of the Motient Senior
Indebtedness Claim. The interest rate of the Senior Indebtedness Notes may be
adjusted in such manner at the Confirmation Hearing (without further notice or
solicitation of creditors or other parties in interest) as the Bankruptcy Court
determines is necessary to satisfy the confirmation standards set forth in the

                                     Page 63
<Page>

Bankruptcy Code and the Plan will be confirmed subject to any such adjustments
without further notice or solicitation.

Other Unsecured Claims Against Motient (Class 6A)

               On or as soon as reasonably practicable after the Effective Date,
to the extent a holder of Other Unsecured Claims against Motient is determined
to have an Allowed Claim, that holder will receive, in full satisfaction of such
Claim, a pro rata share of 97,256 shares of New Motient Common Stock divided
among Allowed Claims in Classes 6A, 6B, 6C and 6D.

Other Unsecured Claims Against Holdings (Class 6B)

               On or as soon as reasonably practicable after the Effective Date,
to the extent a holder of Other Unsecured Claims against Holdings is determined
to have an Allowed Claim, that holder will receive, in full satisfaction of such
Claim, a pro rata share of 97,256 shares of New Motient Common Stock divided
among Allowed Claims in Classes 6A, 6B, 6C and 6D.

Other Unsecured Claims Against Communications (Class 6C)

               On or as soon as reasonably practicable after the Effective Date,
to the extent a holder of Other Unsecured Claims Against Communications is
determined to have an Allowed Claim, that holder will receive, in full
satisfaction of such Claim, a pro rata share of 97,256 shares of New Motient
Common Stock divided among Allowed Claims in Classes 6A, 6B, 6C and 6D.

Other Unsecured Claims Against Services (Class 6D)

               On or as soon as reasonably practicable after the Effective Date,
to the extent a holder of Other Unsecured Claims against Services is determined
to have an Allowed Claim, that holder will receive, in full satisfaction of such
Claim, a pro rata share of 97,256 shares of New Motient

                                     Page 64
<Page>

Common Stock divided among Allowed Claims in Classes 6A, 6B, 6C and 6D.

Interdebtor Claims (Class 7)

               All Interdebtor Claims will receive treatment that either (i)
leaves unaltered the legal, equitable, or contractual rights to which the holder
of such Interdebtor Claim is entitled or (ii) leaves such Interdebtor Claim
unimpaired pursuant to section 1124(2) of the Bankruptcy Code.

Motient Equity - Common Stock (Class 8A)

               Subject to the provision set forth in the last sentence of this
paragraph, on or as soon as reasonably practicable after the Effective Date,
each holder of common stock in Motient on the Confirmation Date will receive, in
full satisfaction of such common stock holding, Old Motient Equity Warrants to
purchase a pro rata share of the Old Motient Equity Plan Securities determined
by multiplying the number of Old Motient Equity Plan Securities times the ratio
of the number of shares of Motient common stock held by the holder on the
Confirmation Date over the total number of shares of Motient common stock that
were outstanding on the Confirmation Date. The existing common stock of Motient
will be cancelled. To the extent any holder of common stock in Motient on the
Confirmation Date is not permitted, as a matter of law, to own warrants
(including, without limitation, the 401(k) Plan established by the Debtors for
their employees), the Debtors will have no obligation to issue Old Motient
Equity Warrants to such holder unless such holder obtains, within one year of
the Effective Date, any necessary authorizations to become the holder of Old
Motient Equity Warrants. There will be no distribution of any kind (including,

                                     Page 65
<Page>

without limitation, Old Motient Equity Warrants) to Motient common stock
holders, if the Bankruptcy Court determines at the Confirmation Hearing that any
such distribution will violate section 1129(b) of the Bankruptcy Code, and the
Plan will be confirmed subject to the provisions of this sentence without
further notice or solicitation.

Motient Equity - Other Equity Interests (Class 8B)

               Class 8B consists of all Equity Interests in Motient other than
the existing common stock, the New Motient Common Stock and the Old Motient
Equity Warrants (the "Other Equity Interests"). The Other Equity Interests will
be deemed cancelled as of the Effective Date and will receive no distribution
under the Plan. The holders of such Other Equity Interests are conclusively
presumed to reject this Plan and the votes of such holders will not be solicited
with respect to such Equity Interests.

Equity Interests In Holdings, Communications and Services (Class 9)

               All present Equity Interests in Holdings, Communications and
Services will receive no distribution under the Plan and all such Equity
Interests will be deemed to be cancelled on the Effective Date.

Existing Securities Law Claims (Class 10)

               No holder of an Existing Securities Law Claim will receive any
distribution under the Plan.

510(c) Claims (Class 11)

               No holder of a 510(c) Claim will receive any distribution under
the Plan.

                                     Page 66
<Page>

                           Important Note on Estimates

     The estimates in the tables and summaries in this Disclosure Statement may
     differ from actual distributions because of variations in the asserted or
     estimated amounts of Allowed Claims, the existence of disputed Claims and
     other factors. Statements regarding projected amounts of Claims or
     distributions (or the value of such distributions) are estimates by the
     Debtors based on current information and are not representations as to the
     accuracy of these amounts. Except as otherwise indicated, these statements
     are made as of February 22, 2002, and the delivery of this Disclosure
     Statement will not, under any circumstances, imply that the information
     contained in this Disclosure Statement is correct at any other time. Any
     estimates of claims or interests in this Disclosure Statement may vary from
     the final amounts of claims or interests allowed by the Bankruptcy Court.

     In addition, the estimated valuation of the Reorganized Debtors and the
     Plan Securities, and the estimated recoveries to holders of Claims, is not
     intended to represent the value at which Reorganized Motient's securities
     could be sold if a market for those securities emerges. See section IV,
     "Risk Factors."

                                     Page 67
<Page>

E.       Confirmation Hearing

               The Court will hold the Confirmation Hearing at the following
time and place:

                              Confirmation Hearing

         Date and Time: commencing at 9:30 a.m. (Eastern time), on April 25,
         2002.

         Place: the United States Bankruptcy Court, Eastern District of
         Virginia, 200 South Washington Street, Alexandria, Virginia 22314.

         Judge: Bankruptcy Judge Robert Mayer.

         The Confirmation Hearing may be adjourned from time to time on
         announcement in the Bankruptcy Court on the scheduled date for the
         hearing. No further notice will be required to adjourn the hearing.

               At the Confirmation Hearing, the Bankruptcy Court will:

-         determine whether sufficient majorities in number and dollar amount,
          as applicable, from each Voting Class have delivered properly executed
          votes accepting the Plan to approve the Plan;

-         hear and determine objections, if any, to the Plan and to confirmation
          of the Plan that have not been previously disposed of;

-         determine whether the Plan meets the confirmation requirements of the

                                     Page 68
<Page>

          Bankruptcy Code; and

-         determine whether to confirm the Plan.

               Any objection to confirmation of the Plan must be in writing and
filed and served as required by the Bankruptcy Court under the order approving
this Disclosure Statement. That order requires any objections to the
confirmation of the Plan to be served so as to be received on or before April
16, 2002 by the following persons:

-         the Office of the United States Trustee for the Eastern District of
          Virginia, 115 South Union Street, Suite 210, Alexandria, Virginia
          22314, Attn: Dennis Early, Esq.;

-         Counsel for the Debtors, McGuireWoods LLP, One James Center, 901 East
          Cary Street, Richmond, Virginia 23219, Attn.: H. Slayton Dabney, Jr.,
          Esq.;

-         Proposed Counsel for the Creditors' Committee, Milbank, Tweed, Hadley
          & McCloy LLP, 1 Chase Manhattan Plaza, New York, New York 10005, Attn:
          Allan S. Brilliant, Esq.; and

-         Proposed Co-counsel for the Creditors' Committee, Holland & Knight,
          1600 Tysons Boulevard, Suite 700, McLean, Virginia 22102, Attn: James
          M. Lewis, Esq.

F.       Cancellation of Existing Securities and Agreements

               The Plan provides for the cancellation on the Effective Date,
without any further action by the Debtors or the holders of the Equity Interests
(except for the purpose of evidencing a right to distributions under the Plan),

                                     Page 69
<Page>

of all the agreements, instruments and other documents evidencing Claims and
Equity Interests (except as otherwise expressly provided in the Plan) or rights
of any holder of a Claim and Equity Interests against the Debtors, including
options or warrants to purchase Equity Interests and any agreement obligating
the Debtors to issue, transfer, or sell Equity Interests or any other capital
stock of Debtors and the Senior Notes.

II.      PRINCIPAL CHARACTERISTICS OF NEW MOTIENT COMMON STOCK, OLD
         MOTIENT EQUITY WARRANTS AND SENIOR INDEBTEDNESS NOTES

               The Following Summary Is Not a Complete Description of the Plan
               or the Plan Securities

               This section provides a summary of the securities to be issued on
               or after the Effective Date of the Plan and certain other matters
               contemplated to occur under or in connection with confirmation of
               the Plan. This summary highlights certain substantive provisions
               of the Plan and Plan Securities, but is not, nor is it intended
               to be, a complete description of the Plan and Plan Securities or
               a substitute for a full and complete reading of the Plan and its
               exhibits.

               The Debtors encourage you to read the entire Plan and its
               exhibits carefully before deciding how to vote on the Plan.

               The Plan provides that the capital structure of Reorganized
Motient will be comprised of New Motient Common Stock and Old Motient Equity

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Warrants. The principal features of the Plan Securities are summarized below.

A.       New Motient Common Stock

               The authorized capital stock of Reorganized Motient will consist
of 100 million shares of New Motient Common Stock, par value $0.01 per share,
and 5 million shares of voting preferred stock, par value $0.01 per share.

          The New Motient Common Stock has the following material terms:

-         The holders of New Motient Common Stock will be entitled to one vote
          per share for each share held of record on all matters submitted to a
          vote of stockholders and are entitled to receive ratably such
          dividends as may be declared by the Board of Directors out of funds
          legally available therefor.

-         It is not anticipated that any cash dividends will be paid on the New
          Motient Common Stock for the foreseeable future.

-         Upon a liquidation, dissolution or winding up of Reorganized Motient,
          holders of New Motient Common Stock would have the right to a ratable
          portion of assets remaining after payment of liabilities and any
          outstanding preferred stock. The holders of New Motient Common Stock
          will have no preemptive rights.

-         No preferred stock is being issued under the Plan, and no preferred
          stock will be outstanding on the Effective Date. However, under the
          Amended Certificate of Incorporation,

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          Reorganized Motient will be able to issue shares of voting preferred
          stock having such terms as the Board of Directors may authorize from
          time to time.

B.       Old Motient Equity Warrants

               Old Motient Equity Warrants will be issued to holders of shares
of common stock of Motient Corporation that is outstanding as of the
Distribution Record Date. The Old Motient Equity Warrants will be issued under
the New Warrant Agreement to be entered into as of the Effective Date between
Reorganized Motient and a warrant agent to be selected by Reorganized Motient.
The following summary of the Old Motient Equity Warrants is not a complete
description of their terms and is qualified in its entirety by reference to the
New Warrant Agreement, the form of which is set forth in the Plan Supplement.

-         Holders of the Old Motient Equity Warrants will together have the
          right to purchase an aggregate of five percent (5%) on a fully diluted
          basis of the Plan Securities.

-         The exercise price of the Old Motient Equity Warrants will be $0.01
          per share.

-         The exercise period for the Old Motient Equity Warrants will begin on
          the Effective Date and will expire at 5:00 p.m., Eastern Time on the
          second anniversary of the Effective Date. Each Old Motient Equity
          Warrant not exercised before the expiration of this exercise period
          will become void, and all rights thereunder will terminate regardless
          of whether the Old Motient Equity Warrants have become exercisable as
          described below.

                                     Page 72
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-         The Old Motient Equity Warrants shall not be exercisable by the
          holders thereof until the product of (i) the Average Price (as defined
          below) per share of New Motient Common Stock and (ii) the number of
          shares of New Motient Common Stock issued to the holders of Senior
          Notes under the Plan, equals approximately $386.1 million. As used in
          the foregoing sentence, the term "Average Price" means, with respect
          to the New Motient Common Stock, (a) if the New Motient Common Stock
          is listed on a national reporting exchange, the average closing price,
          or (b) if the New Motient Common Stock is not listed on a national
          reporting exchange, the average of the last trade price on or prior to
          4:00 p.m. ET, in each case, measured over a period of ninety
          consecutive trading days. Each Warrant Holder will also be entitled to
          receive distributions in respect of its Warrant in certain
          circumstances in which Motient is sold for consideration per share
          exceeding the Minimum Share Price (as defined in the Warrant).

-         The Old Motient Equity Warrants will be fully transferable, subject to
          any restrictions under applicable securities or other laws.

-         Old Motient Equity Warrants will not be issued to holders of common
          stock of Motient held through Motient's 401(k) savings plan, until
          such time as Motient has obtained an exemptive order from the U.S.
          Department of Labor permitting the 401(k) savings

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          plan to hold the Old Motient Equity Warrants.

               The number and kind of securities purchasable upon the exercise
of the Old Motient Equity Warrants and the exercise price therefor will be
subject to adjustment on the occurrence of certain events as set forth in the
New Warrant Agreement, including:

-         the issuance of New Motient Common Stock as a dividend or distribution
          on the New Motient Common Stock; and

-         subdivisions, reclassifications and combinations of the New Motient
          Common Stock.

In such an event, the number of shares purchasable upon exercise of the Old
Motient Equity Warrants, and the exercise price, will be adjusted
proportionately, so that each holder of an Old Motient Equity Warrant exercised
after such events will be entitled to receive the kind and number of shares of
New Motient Common Stock or other security of Reorganized Motient that such
holder would have owned or been entitled to receive after the happening of such
events, had such Old Motient Equity Warrant been exercised in full immediately
prior to the happening of such event. The terms of the Old Motient Equity
Warrants will be similarly adjusted upon certain reorganizations, mergers or
consolidations of Reorganized Motient, or the sale or other transfer of all or
substantially all of its assets, so that the holders of the Old Motient Equity
Warrants will be entitled to receive, upon the exercise of their Old Motient
Equity Warrants, the amount of securities, cash or other property that would
have been payable if their Old Motient Equity Warrants had been exercised
immediately prior to such event. However, the holders of the Old Motient Equity

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Warrants will not be entitled to any other protections on a change of control of
Reorganized Motient.

               If Reorganized Motient distributes to the holders of New Motient
Common Stock indebtedness, cash or assets (excluding cash dividends or
distributions from retained earnings or surplus legally available for such
dividends or distributions), the exercise price of the Old Motient Equity
Warrants will be adjusted based on the fair market value of the assets
distributed.

               No fractional shares of New Motient Common Stock will be issued
on exercise of the Old Motient Equity Warrants. Instead, cash will be paid in an
amount equal to the fraction multiplied by the then Current Market Value per
share of the New Motient Common Stock (as defined in the New Warrant Agreement)
rounded to the nearest cent.

               No fractional shares of New Motient Common Stock or fractional
Old Motient Equity Warrants or cash in lieu of fractional shares or fractional
Old Motient Equity Warrants will be distributed under the Plan. In connection
with distributions under the Plan, fractional shares of New Motient Common Stock
or fractional Old Motient Equity Warrants will be rounded down to the next whole
number or zero, as applicable. Fractional shares or Old Motient Equity Warrants
that are not distributed because of this rounding will be returned to
Reorganized Motient and cancelled.

C.       Registration Rights Agreement

               On the Effective Date, Reorganized Motient will execute and
deliver the Registration Rights Agreement, which provides holders of ten percent
(10%) or more of the New Motient Common Stock as of the Effective Date

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(the "Principal Holders") with certain rights to require Reorganized Motient to
register their shares of New Motient Common Stock. No registration rights will
be provided with respect to the Old Motient Equity Warrants themselves or to the
holders of New Motient Common Stock other than the Principal Holders. The
following summary is qualified in its entirety by reference to the Registration
Rights Agreement, which is set forth in the Plan Supplement.

               Under the Registration Rights Agreement, Reorganized Motient will
agree:

-         to the file within 5 days after the Effective Date a shelf
          registration statement for an offering to be made on a continuous
          basis covering the New Motient Common Stock of the Principal Holders
          and to use its best efforts to have the registration statement
          declared effective;

-         in connection with any registered offering of New Motient Common Stock
          by Reorganized Motient, to register the New Motient Common Stock of
          Principal Holders that wish to sell their New Motient Common Stock in
          the offering.

In addition, the requests for registration are subject to other limitations and
cut backs, as set forth in the Registration Rights Agreement.

               The registration rights will not apply to New Motient Common
Stock to the extent that: (a) a registration statement with respect to the sale
of New Motient Common Stock has been declared effective under the Securities Act
and the holders' shares of New Motient Common Stock have been disposed of under
that registration statement; (b) the holders' shares of New Motient Common Stock

                                     Page 76
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have been disposed of under Securities Act Rule 144 or another exemption from
the registration requirements of the Securities Act under which the shares of
New Motient Common Stock are thereafter freely tradable without restriction
under the Securities Act; or (c) the holders' shares of New Motient Common Stock
may be disposed of under Rule 144 without volume or holding period limitations.

               Holders of ten percent (10%) or more of the New Motient Common
Stock will be entitled to receive the rights granted under the Registration
Rights Agreement by executing and delivering it to Reorganized Motient no later
than thirty days after the Effective Date.

D.       Summary of the Reorganized Motient Amended Certificate of
Incorporation and Bylaws

               Copies of the Amended Certificate of Incorporation and Bylaws for
Reorganized Motient will be included in the Plan Supplement. The following is a
brief summary of the principal provisions of the Amended Certificate of
Incorporation and Bylaws.

               The authorized capital stock of Reorganized Motient will consist
of 100 million shares of New Motient Common Stock, par value $0.01 per share,
and 5 million shares of voting preferred stock, par value $0.01 per share. The
board of directors of Reorganized Motient may issue such preferred stock, and
designate the terms thereof (including with respect to voting rights, dividends,
liquidation preferences and conversion rights), without the need for stockholder
approval. Reorganized Motient has no present plans to issue preferred stock. On
the Effective Date, Reorganized Motient will file the

                                     Page 77
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Amended Certificate of Incorporation with the Secretary of State of Delaware and
the Amended Bylaws will be deemed adopted by the Board of Directors of
Reorganized Motient.

               The Amended Certificate of Incorporation will, among other
things:

-         not authorize the issuance of non-voting equity securities, as and to
          the extent required by sections 1123(a) and (b) of the Bankruptcy
          Code; and

-         provide for general indemnification of the officers and directors of
          Reorganized Motient.

               An amended certificate of incorporation or other applicable
organizational documents for each of the Reorganized Debtors (other than
Reorganized Motient) will also be filed with the applicable Secretary of State.
Such amended certificates will prohibit the issuance of nonvoting equity
securities, if necessary.

               On the Effective Date, the operation of the Reorganized Debtors
will become the general responsibility of their respective Boards of Directors
or, other equivalent internal governance entities who will, thereafter, have the
responsibility for the management, control and operation of the Reorganized
Debtors. For more information on the nominees to the Board of Directors of
Reorganized Motient, see section III.L, "Treatment of Officers and Directors"
below.

E.       Senior Indebtedness Notes

               The Senior Indebtedness Notes will be obligations of Newco, an
intermediate holding company to be created between Motient and Ventures. The

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Senior Indebtedness Notes will accrue interest at 9% (or such other interest
rate as the Bankruptcy Court may determine) per annum with principal and accrued
interest due and payable in full forty-two months after the Effective Date.

               The Senior Indebtedness Notes will not be secured by any assets
of Motient, Newco, or Ventures or any other Motient entity, but will include a
limited set of covenants to ensure recourse to the interest held by Ventures in
MSV. These covenants are expected to include:

-         prohibition on pledges of Newco's and Ventures' assets;

-         prohibition on incurrence of any liability by Newco and Ventures;

-         prohibition on any transfer of MSV interests by Newco and Ventures,
          other than cash proceeds;

-         prohibition of transactions with affiliates; and

-         requirement that any cash proceeds received on behalf of Newco's and
          Ventures' assets will be used to repay the Senior Indebtedness Notes
          until interest and principal are repaid in full.

III.     IMPLEMENTATION OF THE PLAN

A.       New Securities

               If the Plan is confirmed and approved by the Bankruptcy Court, it
will be implemented through the actions described in this section. In accordance
with section 5.7 of the Plan, the relevant Reorganized Debtors will:

-         issue the New Motient Common Stock on the Effective Date;

-         issue the Old Motient Equity Warrants on the Effective Date;

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-         execute and deliver the New Warrant Agreement and the Registration
          Rights Agreement on the Effective Date; and

-         As additional compensation, for the acceptance of the Creditor Plan
          Securities by Senior Note Claims and Allowed Other Unsecured Claims
          against Holdings, Communications and Services as follows: (a) Holdings
          will issue 100% of its common stock to Motient, (b) Communications
          will issue 100% of its common stock to Holdings, and (c) Services will
          issue 100% of its common stock to Holdings.

B.       Newco

               On or as soon as reasonably practicable after the Effective Date,
Motient will cause Newco to be established as a wholly owned subsidiary of
Motient and will transfer to Newco all of Motient's equity interests in
Ventures, which shall be Newco's only assets. As soon as reasonably practicable
thereafter, Newco will issue to each holder of an Allowed Senior Indebtedness
Claim a Senior Indebtedness Note for the Allowed amount of the Motient Senior
Indebtedness Claim, which shall be Newco's only liabilities.

C.       Distribution of Creditor Plan Securities

               All distributions of Creditor Plan Securities made under the Plan
in respect to the Senior Notes will be made to the Indenture Trustee, which, in
turn, will distribute such property pursuant to the Senior Note Indenture.
Without limiting the generality of the foregoing, all such property shall be
applied by the Indenture Trustee, first, in respect to amounts due to the
Indenture Trustee, together with its agents and attorneys, including reasonable
fees and expenses and costs and expenses of collection, including,

                                     Page 80
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but not limited to, reasonable attorneys' fees (unless otherwise paid by the
Debtors); and, second, pro rata to the record holders of the Senior Notes. As a
condition of receiving any distribution as provided herein, each holder of the
Senior Notes must surrender any instruments or certificates representing or
evidencing such Senior Notes held by each such holder to the Indenture Trustee
accompanied by a letter of transmittal substantially in the form set forth in
the Plan Supplement. The Indenture Trustee will cancel and destroy each such
instrument or certificate, and then promptly certify to the Debtors the
destruction of each such instrument or certificate in accordance with the terms
of the Senior Note Indenture. Any holder that fails to (a) surrender such
instrument or certificate, or (b) execute and deliver an affidavit of loss
and/or indemnity reasonably satisfactory to the Indenture Trustee and furnish a
bond in form, substance, and amount reasonably satisfactory to the Indenture
Trustee before the first anniversary of the Effective Date will be deemed to
have forfeited all rights and Claims and may not participate in any distribution
under the Plan in respect of such Claims. Any distribution so forfeited will
become the sole and exclusive property of Reorganized Motient.

               Following distribution by the Indenture Trustee of the Creditor
Plan Securities received in accordance with the Plan pursuant to the Senior Note
Indenture, and following the cancellation and certification of the destruction
of the instruments or certificates as provided above, the Indenture Trustee and
its agents will be relieved of, and released from, all obligations associated
with the Senior Notes arising under the Senior Note Indenture or under other
applicable agreements or law and the Senior Note Indenture will be

                                     Page 81
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deemed to be discharged.

               On the Effective Date, or as soon thereafter as is practicable,
the Debtors will pay, in cash, the amounts due, pursuant to the Senior Note
Indenture, both pre- and post-petition, to the Indenture Trustee, together with
its agents and attorneys, including reasonable fees and expenses and costs and
expenses of collection, including, but not limited to, reasonable attorneys'
fees. It is anticipated that such fees will be approximately $50,000.00.

D.       Termination and Discharge of All Existing Debts, Claims and Equity
         Interests

               Except as expressly provided for in the Plan or in the
Confirmation Order, the rights afforded in, and the payments and distributions
made under, the Plan will:

-                 discharge all existing debts and Claims and terminate all
                  Equity Interests of any kind, nature or description against or
                  in the Debtors or any of their assets or properties to the
                  fullest extent permitted by section 1141 of the Bankruptcy
                  Code (except for certain interdebtor equity interests that the
                  Reorganized Debtors will continue to maintain for corporate
                  organizational purposes each as described below); and

-                 result in all holders of Claims and Equity Interests being
                  precluded and enjoined from asserting against the Reorganized
                  Debtors, or any of their assets or properties, any other or
                  further Claim or Equity Interest

                                     Page 82
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                  based on any act or omission, transaction, or other activity
                  of any kind or nature that occurred before the Effective Date,
                  whether or not the holder of that Claim or Equity Interest
                  filed a proof of claim or proof of equity interest.

               The effect of these provisions will be that on the Effective
Date, in consideration of the distributions to be made under the Plan, the
Senior Notes, common stock (except for certain common stock relating to
interdebtor corporate organizational holdings as described below), stock
options, stock-based compensation, any documents and agreements relating
thereto, and all other Claims and Equity Interests will be cancelled, and all
obligations of the Debtors under or in respect of them will be terminated.

               For internal corporate organizational purposes, the Plan provides
that all Equity Interests in each of the Debtors other than Motient are to be
delivered to such Debtor. Such Debtor will have the right, in its sole
discretion, to cancel or reissue such Equity Interests in accordance with
applicable provisions of the Plan. Each holder of an Equity Interest that is
cancelled pursuant to the Plan will neither receive nor retain any property or
interest in property on account of such Equity Interest. These provisions will
have the effect of allowing Reorganized Motient to dissolve or maintain those of
its direct and indirect subsidiaries as it deems necessary for corporate
organizational purposes.

E.       Market and Trading Information

         Reorganized Motient will use commercially reasonable efforts to:

                                     Page 83
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-         issue appropriate releases of information and otherwise comply with
          the requirements of paragraph (c) of Rule 144 under the Securities
          Act, and

-         conduct informational meetings with potential investors and research
          analysts.

               The Debtors intend to apply for the listing of the New Motient
Common Stock on a national securities exchange or automated quotation system.

               The Debtors do not intend to apply for the listing of the Old
Motient Equity Warrants on a national securities exchange or automated quotation
system.

F.       Dividends

               It is not anticipated that any cash dividends will be paid on the
New Motient Common Stock for the foreseeable future.

G.       Applicability of Federal and Other Securities Laws

                       The Issuance and Resale of the New
                      Motient Common Stock and Old Motient
                       Equity Warrants Raise Issues Under
                       Federal and State Securities Laws.

           The issuance and resale of the New Motient Common Stock and
            Old Motient Equity Warrants under the Plan raise certain
               securities law issues under the Bankruptcy Code and
                                federal and state
             securities laws that are discussed in this section. The
              information in this section should not be considered
            applicable to all situations or to all holders of Claims
            receiving New Motient Common Stock or Old Motient Equity
            Warrants under the Plan. Holders of Claims should consult
         their own legal counsel concerning the facts and circumstances

                                     Page 84
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                relating to the transfer of the Plan Securities.

               No registration statement will be filed under the Securities Act
or any state securities laws relating to the initial offer and distribution on
the Effective Date under the Plan of the New Motient Common Stock or Old Motient
Equity Warrants. The Debtors believe that the provisions of section 1145(a)(l)
of the Bankruptcy Code exempt the initial offer and distribution of the Plan
Securities on the Effective Date under the Plan from federal and state
securities registration requirements.

               Similarly, no registration statement will be filed under the
Securities Act or any state securities laws relating to the offer and sale of
the New Motient Common Stock in connection with the exercise of the Old Motient
Equity Warrants. The Debtors believe that the provisions of section 1145(a)(2)
of the Bankruptcy Code exempt the offer and sale of the New Motient Common Stock
in connection with the exercise of the Old Motient Equity Warrants from federal
and state securities registration requirements.

               The Debtors intend to file a registration statement under the
Securities Act in connection with awards under the Employee Incentive Plan and
related distribution of the New Motient Common Stock issuable in regard thereto.

1.       Initial Offer and Sale of Securities

               Section 1145(a)(1) of the Bankruptcy Code exempts the offer and
sale of securities under a plan of reorganization from registration under the
Securities Act and under state securities laws if three principal

                                     Page 85
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requirements are satisfied:

-         the securities must be offered and sold "under a plan" of
          reorganization and must be securities of the debtors, of an affiliate
          "participating in a joint plan" with the debtors or of a successor to
          the debtors under the plan;

-         the recipients of the securities must hold a prepetition or
          administrative expense claim against the debtors or an interest in the
          debtors or such affiliate; and

-         the securities must be issued entirely in exchange for the recipient's
          claim against or interest in the debtors, or "principally" in such
          exchange and "partly" for cash or property.

               The Debtors believe that the offer and sale of the New Motient
Common Stock and the Old Motient Equity Warrants under the Plan satisfy the
requirements of section 1145(a)(1) of the Bankruptcy Code and are therefore
exempt from registration under the Securities Act and state securities laws.

               Section 1145(a)(2) of the Bankruptcy Code exempts the offer of a
security through the offer and sale of any warrant, option or right to subscribe
that was offered and sold under a plan of reorganization in accordance with
section 1145(a)(1) of the Bankruptcy Code and the sale of a security upon the
exercise of such a warrant, option or right to subscribe. The Debtors believe
that the offer and sale of the New Motient Common Stock in connection with
exercises of the Old Motient Equity Warrants satisfy the requirements of section
1145(a)(2) of the Bankruptcy Code and are therefore exempt from registration
under the Securities Act and state securities laws.

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               In connection with the confirmation of the Plan, the Debtors will
seek from the Bankruptcy Court an order to the effect that:

-         the offer and sale of the New Motient Common Stock and Old Motient
          Equity Warrants under the Plan are exempt from registration under the
          Securities Act and state securities laws under section 1145(a)(1) of
          the Bankruptcy Code; and

-         the offer and sale of the New Motient Common Stock to be purchased
          upon exercise of the Old Motient Equity Warrants are exempt from
          registration under the Securities Act and state securities laws under
          section 1145(a)(2) of the Bankruptcy Code.

2.       Subsequent Transfers Under Federal Securities Law

               The New Motient Common Stock and Old Motient Equity Warrants
distributed under the Plan will not be "restricted securities" within the
meaning of Rule 144 under the Securities Act.

               In general, all resales and subsequent transactions involving the
New Motient Common Stock and Old Motient Equity Warrants offered and sold under
the Plan or upon the exercise of the Old Motient Equity Warrants will be exempt
from registration under the Securities Act under section 4(1) of the Securities
Act, unless the holder is deemed to be an "underwriter" with respect to such
securities, an "affiliate" of the issuer of such securities or a "dealer."
Section 1145(b)(1) of the Bankruptcy Code defines four types of "underwriters":

-         persons who purchase a claim against, an interest in, or a claim for
          administrative expense against the Debtors with a view to distributing

                                     Page 87
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          any security received or to be received in exchange for such a claim
          or interest ("accumulators");

-         persons who offer to sell securities offered or sold under a plan for
          the holders of such securities ("distributors");

-         persons who offer to buy securities offered or sold under a plan from
          the holders of the securities, if the offer to buy is (a) with a view
          to distributing such securities and (b) made under an agreement in
          connection with the plan or with the offer or sale of securities under
          the plan; and

-         a person who is an "issuer" with respect to the securities, as the
          term "issuer" is defined in section 2(11) of the Securities Act.

               Under section 2(11) of the Securities Act, an "issuer" includes
any "affiliate" of the issuer, which means any person directly or indirectly
controlling or, controlled by the issuer or any person under direct or indirect
common control with the issuer. Under section 2(12) of the Securities Act, a
"dealer" is any person who engages either for all or part of his or her time,
directly or indirectly, as agent, broker or principal, in the business of
offering, buying, selling or otherwise dealing or trading in securities issued
by another person. Whether or not any particular person would be deemed to be an
"underwriter" or an "affiliate" with respect to any security to be issued under
the Plan, or would be deemed a "dealer," would depend on various facts and
circumstances applicable to that person. Accordingly, the Debtors express no
view as to whether any person would be an "underwriter" or an "affiliate" with
respect to any security to be issued under the Plan or would be a "dealer."

                                     Page 88
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               In connection with prior bankruptcy cases, the staff of the
Commission has taken the position that resales by accumulators and distributors
of securities distributed under a plan of reorganization are exempt from the
registration under the Securities Act if effected in "ordinary trading
transactions." The staff of the Commission has indicated in this context that a
transaction may be considered an "ordinary trading transaction" if it is made on
an exchange or in the over-the-counter market at a time when the issuer of the
security is a reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and does not involve any of the following factors:

-         (a) concerted action by the recipients of securities issued under a
          plan in connection with the sale of such securities, or (b) concerted
          action by distributors on behalf of one or more such recipients in
          connection with such sales, or (c) both;

-         use of informational documents concerning the offering of the
          securities prepared or used to assist in the resale of such
          securities, other than a disclosure statement and supplements thereto
          and documents filed with the Commission under the Exchange Act; or

-         special compensation to brokers and dealers in connection with the
          sale of such securities designed as a special incentive to the resale
          of such securities (other than the compensation that would be paid
          under arms' length negotiations between a seller and a broker or
          dealer each acting unilaterally, and not greater than the compensation

                                     Page 89
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          that would be paid for a routine similar-sized sale of similar
          securities of a similar issuer).

               The views of the Commission on these matters have not been sought
by the Debtors and, therefore, no assurance can be given regarding the proper
application of the "ordinary trading transaction" exemption described above. Any
person intending to rely on such exemption is urged to consult his or her own
counsel as to the applicability thereof to his or her circumstances.

               In addition, Rule 144 provides an exemption from registration
under the Securities Act for certain limited public resales of securities by
"affiliates" of the issuer of such securities. Rule 144 allows a holder of
securities that is an affiliate of the issuer of such securities to sell,
without registration, within any three month period a number of shares of such
securities that does not exceed the greater of one percent of the number of
outstanding securities in question or the average weekly trading volume in the
securities in question during the four calendar weeks preceding the date on
which notice of such sale was filed under Rule 144, subject to the satisfaction
of certain other requirements of Rule 144 regarding the manner of sale, notice
requirements and the availability of current public information regarding the
issuer.

               Under the Registration Rights Agreement, the holders of ten
percent or more of New Motient Common Stock as of the Effective Date will be
entitled, under certain circumstances, to require Reorganized Motient to
register the resale of their New Motient Common Stock under the Securities Act.
However, no registration rights will be provided with respect to the Old Motient

                                     Page 90
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Equity Warrants or to other holders of New Motient Common Stock. See section
II.C., "Registration Rights Agreement."

               The New Motient Common Stock and Old Motient Equity Warrants may
not be freely tradable under U.S. Securities Laws

          Given the complex nature of the question of whether a particular
          person may be an underwriter, the Debtors make no representations
          concerning the right of any person to trade in the New Motient Common
          Stock or Old Motient Equity Warrants to be distributed under the Plan.
          The Debtors recommend that any person that receives New Motient Common
          Stock or Old Motient Equity Warrants under the Plan consult his or her
          own counsel concerning whether they may freely trade such securities.

3.       Subsequent Transfers Under State Law

               The state securities laws generally provide registration
exemptions for subsequent transfers by a bona fide owner for his or her own
account and subsequent transfers to institutional or accredited investors. Such
exemptions are generally expected to be available for subsequent transfers of
New Motient Common Stock and the Old Motient Equity Warrants.

               Any person intending to rely on these exemptions is urged to
consult his or her own counsel as to their applicability to his or her
circumstances.

                                     Page 91
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H.       Certain Transactions by Stockbrokers

               Under section 1145(a)(4) of the Bankruptcy Code, stockbrokers are
required to deliver a copy of this Disclosure Statement (and any supplements, if
ordered by the Bankruptcy Court) at or before the time of delivery of securities
issued under the Plan to their customers for the first 40 days after the
Effective Date. This requirement specifically applies to trading and other
after-market transactions in the securities.

I.       Fractional Shares--Distribution of New Motient Common Stock and Old
         Motient Equity Warrants

               No fractional shares of New Motient Common Stock or fractional
Old Motient Equity Warrants or cash in lieu of fractional shares or fractional
Old Motient Equity Warrants will be distributed under the Plan. In connection
with distributions under the Plan, fractional shares of New Motient Common Stock
or fractional Old Motient Equity Warrants will be rounded down to the next whole
number or zero, as applicable. Fractional shares or Old Motient Equity Warrants
that are not distributed because of this rounding will be returned to
Reorganized Motient and cancelled.

J.       Treatment of Claims and Equity Interests

               The Plan incorporates agreements in principle relating to issues
that were resolved through negotiations among the Debtors and the Informal
Committee prior to the Commencement Date.

               Holders of Claims against or Equity Interests in the Debtors will
receive the treatment under the Plan on account of such Claims or Equity
Interests described in the table and discussion in section I.D., "Summary of
Distributions to Be Made Under the Plan."

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K.       Conditions to Confirmation and Consummation

               Under section 9.1 of the Plan, the Plan may not be consummated
unless:

-         the Confirmation Order has become a Final Order;

-         the Plan Documents to be entered into as of the Effective Date have
          been executed and delivered; and

-         the Federal Communications Commission has approved the change of
          control that will take place in the ownership of Motient on the
          Effective Date.

               Under section 9.2 of the Plan, the Debtors may waive the
requirement that the Confirmation Order become a Final Order and may proceed
with consummation of the Plan without leave of or notice to the Bankruptcy Court
and without any formal action other than proceeding with consummation of the
Plan. If the Debtors perform such a waiver and consummation, the Debtors' waiver
of this condition will benefit from the "mootness doctrine," and the act of
consummation of the Plan will foreclose any ability to challenge the Plan in
court. If the Debtors do not expressly waive this condition, the failure to
satisfy or waive this condition may be asserted by the Debtors regardless of the
circumstances that give rise to the failure of the condition to be satisfied
(including, without limitation, any act, action, failure to act, or inaction by
the Debtors). Furthermore, the failure of the Debtors to assert the
non-satisfaction of this condition will not be deemed a waiver of any other
rights under the Plan, and each such right will be deemed an ongoing right that
may be asserted or waived (as set forth in the Plan) at any time or from time to
time.

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L.       Treatment of Officers and Directors

               Under section 5.5 of the Plan, on the Effective Date, the
authority, power and incumbency of the persons then acting as directors of
Motient Corporation will be terminated and the new directors that are selected
under the Plan will assume their offices as the Board of Directors of
Reorganized Motient and will assume responsibility for the management, control
and operations of Reorganized Motient.

               Section 8.4 of the Plan provides that any obligations of the
Debtors, under their corporate charters and bylaws or agreements entered into
any time prior to the Commencement Date, to indemnify a Representative
(including members of the Boards of Directors of the Debtors prior to
implementation of the Plan) with respect to all present and future actions,
suits, and proceedings against a Debtor or a Representative, based upon any act
or omission for or on behalf of a Debtor, will be treated as executory contracts
under the Bankruptcy Code and assumed by the Reorganized Debtors. These
indemnification obligations will not be discharged or impaired by confirmation
or consummation of the Plan, but will continue as obligations of the respective
Reorganized Debtors. These provisions have the effect of continuing certain
pre-bankruptcy protections against liability provided by the Debtors to
Representatives of the Debtors who incurred liability for certain acts while
working on behalf of the Debtors. As discussed below in section III.O., "Release
of Claims Against Representatives under the Plan," under the Plan the
Reorganized Debtors will also release certain potential claims against the
officers and directors of the Debtors. The Debtors are not aware of any pending
actions alleging claims against the officers and directors of the Debtors in
their capacities as officers and directors of the Debtors that would be subject

                                     Page 94
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to such a release or indemnification, including, but not limited to, alleged
violations of the U.S. securities laws.

                  The Plan provides that on the Effective Date, the Board of
Directors of Reorganized Motient will be composed of seven directors as follows:

-         five directors selected by the Informal Committee; and

-         the Chief Executive Officer of Reorganized Motient; and

-         one member will be another officer of Reorganized Motient or a person
          who was serving on Motient's Board of Directors on the Commencement
          Date to be agreed upon by the Informal Committee and Motient prior to
          the Confirmation Hearing.

               At least two Business Days before the commencement of the
Confirmation Hearing, the Debtors will file with the Bankruptcy Court a schedule
of the names of the persons to be appointed as the directors of Reorganized
Motient under the Plan.

               The initial Board of Directors of Reorganized Motient will serve
until the first annual meeting of the holders of the New Motient Common Stock.
Thereafter, the Board of Directors of Reorganized Motient will be elected in
accordance with the Amended Certificate of Incorporation and Amended Bylaws and
applicable nonbankruptcy law.

               The Board of Directors or other internal governing body, as
applicable, of each Reorganized Debtor other than Reorganized Motient will
continue as in effect immediately prior to the Effective Date until removed or
replaced under applicable law or in accordance with that Reorganized Debtor's

                                     Page 95
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corporate governance procedures. Furthermore, the Debtors' officers are
anticipated to continue their employment in the ordinary course of business. See
section VIIIA.2., "Continuation of Business After the Commencement Date -
Management."

               On the Effective Date, the officers of the Reorganized Debtors
will be those officers in office immediately prior to the Effective Date.

               The Plan provides for a Change of Control Agreement to be set
forth in the Plan Supplement pursuant to which certain members of the
Reorganized Debtors' senior management will be eligible to receive one (1) year
of their annual base salary (excluding cash bonus) in the event that both (x) a
"Change in Control" or an anticipated "Change in Control" as defined in the
Change of Control Agreement has occurred and (y) the employee is terminated or
his or her compensation or responsibilities are reduced. The Change of Control
Agreements will be provided to ten (10) of the senior officers of the
Reorganized Company, including Walter V. Purnell, Jr. (President and Chief
Executive Officer), W. Bartlett Snell (Senior Vice President and Chief Financial
Officer), Dennis W. Matheson (Senior Vice President and Chief Technical
Officer), David H. Engvall (Vice President, General Counsel and Secretary), and
six other Vice Presidents of the Reorganized Company. The events constituting a
"Change of Control" as defined in the Change of Control Agreement generally
involve the acquisition of greater than 50% of the voting securities of the
Reorganized Company, as well as certain other transactions or events with a
similar effect.

               The Plan also provides for the payment of a Retention Bonus in an
aggregate amount of $325,000 to be paid on the Effective Date to certain

                                     Page 96
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employees of the Debtors on the Confirmation Date. The retention bonus payments
will be made to 27 employees, including the ten senior officers described above
who will receive Change of Control Agreements, plus 17 other key employees.

               The individual amounts of the retention bonuses range from $2,500
to $50,000. The terms of employment, including with respect to compensation, of
the officers of the Reorganized Debtors will remain the same as currently in
effect, until such time as the Board of Directors of the Reorganized Company
determines otherwise. The compensation of the executive officers of the Debtors
has been reported by the Debtors in its previous filings and reports with the
SEC, which are incorporated herein by reference.

M.       Employee Incentive Plan

               Under section 5.2 of the Plan, on or as soon as reasonably
practicable after the Effective Date, the Board of Directors of Reorganized
Motient will implement the Employee Incentive Plan as an employee retention
plan.

               Under the Employee Incentive Plan, employees of the Reorganized
Company will be eligible to receive options to purchase shares of New Motient
Common Stock and shares of restricted New Motient Common Stock together
aggregating up to ten percent (10%) of the Plan Securities on a fully diluted
basis with vesting terms and other provisions and conditions based on operating
and performance targets and other criteria to be decided by the Board of
Directors of Reorganized Motient.

               Any issuance of New Motient Common Stock (including shares of
restricted stock) or exercise of options distributed under the Employee
Incentive Plan will equally and ratably dilute the percentage ownership of all

                                     Page 97
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holders of the New Motient Common Stock. Except as provided above, and subject
to the terms of the Employee Incentive Plan, the Board of Directors, or a
committee appointed by the Board of Directors, will have sole authority, in its
absolute discretion, to administer the Employee Incentive Plan, such
administrative duties including, but not limited to, the authority to determine
which employees receive option grants or other stock awards, when and how
options or other stock awards will be granted, and the number of shares of New
Motient Common Stock subject to such grants.

N.       Remaining 2001 Bonus Plan

               Under section 5.3 of the Plan, on the Effective Date, the
Reorganized Debtors will implement the Remaining 2001 Bonus Plan.

               By motion filed on or about January 17, 2002, the Debtors sought
the authority of the Bankruptcy Court to pay regularly scheduled bonuses to
employees for performance during fiscal year 2001 in the aggregate amount of
approximately $2,755,000.00 (the "2001 Employee Bonus"). By Order dated February
12, 2002, the Bankruptcy Court authorized the Debtors to pay one-half of the
2001 Employee Bonus to the Debtors' non-executives, in an aggregate amount not
to exceed the sum of $680,000.00; the disposition of the remainder of the 2001
Employee Bonus (in the aggregate amount of $2,075,500.00) remained subject to
the further Order of the Bankruptcy Court (the "Remaining 2001 Bonus").

               The Remaining 2001 Bonus will be payable pursuant to the terms of
the Remaining 2001 Bonus Plan, which provides for the payment of such bonuses to
employees of the Debtors who were employed on the Commencement Date, and who are
still employed by the Debtors on the date of payment of the remaining 2001

                                     Page 98
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Bonus, upon the occurrence of certain events as described in the Remaining 2001
Bonus Plan.

O.       Release of Claims Against Representatives Under the Plan2

               Under section 10.7 of the Plan, as of the Effective Date:

-         each Debtor, Reorganized Debtor and Estate will waive, release and
          discharge all of its Representatives from any Claim arising through
          the Effective Date related to his or her acts or omissions to act
          (including, but not limited to, any Claims arising out of any alleged
          fiduciary or other duty); and

-         to the full extent permitted by applicable law, each holder of a Claim
          (whether or not Allowed) against or Equity Interest in a Debtor will
          be enjoined from commencing or continuing any action, employment of
          process or act to collect, offset or recover, and will be deemed to
          release, any Claim against a Representative arising from the beginning
          of time through the Effective Date related to such Representative's
          acts or omissions to act (including, but not limited to, any claims
          arising out of any alleged fiduciary or other duty).

P.       No Recourse With Respect to Disputed Claims

               Notwithstanding that the Allowed amount of any particular
Disputed Claim is reconsidered under the applicable provisions of the Bankruptcy
Code and Bankruptcy Rules or is Allowed in an amount for which there is
insufficient value to provide a recovery equal to that received by other holders

                                     Page 99
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of Allowed Claims in the respective Class after application of the payment
priorities established by the Plan, no Claim holder will have recourse against
the Disbursing Agent, the Debtors, the Creditors' Committee, the Reorganized
Debtors, the Informal Committee or any of their professional consultants,
attorneys, advisors, officers, directors or members or their successors or
assigns, or any of their property. However, nothing in the Plan will modify any
right of a holder of a Claim under section 502(j) of the Bankruptcy Code.

Q.       Injunction

               Section 10.8 of the Plan provides that, except as otherwise
provided in the Plan or the Confirmation Order, as of the Confirmation Date, but
subject to the implementation of the Plan on the Effective Date, all persons who
have held, hold or may hold Claims against or Equity Interests in any of the
Debtors or the Estates are, with respect to any such Claims or Equity Interests,
permanently enjoined from and after the Confirmation Date from:

-                  commencing, conducting or continuing in any manner, directly
                   or indirectly, any suit, action or other proceeding of any
                   kind (including, without limitation, any proceeding in a
                   judicial, arbitral, administrative or other forum) against or
                   affecting the Debtors, the Estates or the Reorganized Debtors
                   or any of their property, or any direct or indirect
                   transferee of any property of, or direct or indirect
                   successor in interest to, any of the foregoing Persons, or
                   any property of any such transferee

                                    Page 100
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                   or successor;

-                  enforcing, levying, attaching (including, without limitation,
                   any pre-judgment attachment), collecting or otherwise
                   recovering by any manner or means, whether directly or
                   indirectly, any judgment, award, decree or order against the
                   Debtors, the Estates or the Reorganized Debtors or any of
                   their property, or any direct or indirect transferee of any
                   property of, or direct or indirect successor in interest to,
                   any of the foregoing Persons, or any property of any such
                   transferee or successor;

-                  creating, perfecting or otherwise enforcing in any manner,
                   directly or indirectly, any encumbrance of any kind against
                   the Debtors, the Estates or the Reorganized Debtors or any of
                   their property, or any direct or indirect transferee of any
                   property of, or successor in interest to, any of the
                   foregoing Persons;

-                  asserting any right of setoff, subrogation, or recoupment of
                   any kind, directly or indirectly, against any obligation due
                   to the Debtors, the Estates or the Reorganized Debtors or any
                   of their property, or any direct or indirect transferee of
                   any property of, or successor in interest to, any of the
                   foregoing Persons; and

-                  acting or proceeding in any manner, in any place

                                    Page 101
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                   whatsoever, that does not conform to or comply with the
                   provisions of the Plan to the fullest extent permitted by
                   applicable law.

R.       Release of Liens

               Except as otherwise specifically provided in or contemplated by
the Plan or in any contract, instrument or other agreement or document created
in connection with the Plan,

-                     each holder of any Claim that is purportedly secured,
                      and/or any judgment, personal property or ad valorem tax,
                      mechanics' or similar lien Claim, in each case regardless
                      of whether such Claim is an Allowed Claim, will, on or
                      immediately before the Effective Date and regardless of
                      whether such Claim has been scheduled or proof of such
                      Claim has been filed:

                           (a) turn over and release to the Estates or the
                           Reorganized Debtors, as the case may be, any and all
                           property of a Debtor or Estate that secures or
                           purportedly secures such Claim, or such lien and/or
                           Claim will automatically, and without further action
                           by the Debtors, the Estates or the Reorganized
                           Debtors, be deemed released; and

                           (b) execute such documents and instruments as the
                           Disbursing Agent or the Reorganized Debtors, as the
                           case may be, may require to evidence such Claim

                                    Page 102
<Page>

                           holder's release of such property or lien, and if
                           such holder refuses to execute appropriate documents
                           or instruments, the Debtors, the Estates or the
                           Reorganized Debtors (as applicable) may, in their
                           discretion, file a copy of the Confirmation Order in
                           the appropriate recording office, which will serve to
                           release any Claim holder's rights in such property;
                           and

-                     on the Effective Date, all right, title and interest in
                      such property will revert or be transferred to the
                      respective Reorganized Debtors or the Disbursing Agent, as
                      applicable, free and clear of all Claims and interests,
                      including, without limitation, liens, escrows, charges,
                      pledges, encumbrances and/or security interests of any
                      kind.

S.       Discharge of Debtors

               Under section 10.3 of the Plan, on the Effective Date, in
consideration of the distributions made under the Plan, and except as otherwise
expressly provided in the Plan, each holder (as well as any trustees and agents
on behalf of each holder) of a Claim or Equity Interest, and any affiliate of
such holder, will be:

-                     deemed to have forever waived, released, and discharged
                      the Debtors of and from any and all Claims, Equity
                      Interests, rights, and liabilities that arose prior to the
                      Effective Date, to the fullest extent permitted

                                    Page 103
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                      by section 1141 of the Bankruptcy Code; and

-                     forever precluded and enjoined from prosecuting or
                      asserting any such discharged Claim against, or terminated
                      Equity Interest in, the Debtors or Reorganized Debtors,
                      pursuant to sections 105, 524 and 1141 of the Bankruptcy
                      Code.

T.       Cash Payments on Effective Date

               The Debtors estimate that the total amount of cash that will be
required to be paid by them on the Effective Date pursuant to, or in connection
with, the Plan should not exceed $1.0 million. This estimate is comprised mainly
of the cash portion of Fee Claims due and payable on the Effective Date
(assuming that applications for such Fee Claims are timely filed by the
requestor(s) thereof), as well as a small amount (estimated to be less than
$100,000) of pre-petition Trade Claims that will be due and payable as of the
Effective Date. All other cash payments contemplated by the Plan, or otherwise
payable in connection with the Plan, will be payable over time, e.g., within
thirty days of the Debtors' receipt of an invoice in respect thereof, and will
be paid by the Debtors in the ordinary course of business. The estimated cash
payments in respect of such obligations have been factored into the projections
prepared by the Debtors and set forth in Exhibit C.

               As of the Effective Date, the Debtors estimate that they will
have available cash of approximately $15.0 million, after giving effect to cash
payments described above to be made on the Effective Date.

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U.        Treatment of Executory Contracts and Unexpired Leases

1.       General Treatment.

               All executory contracts and unexpired leases to which any of the
Debtors is a party will be assumed by the implementation of the Plan, except for
any executory contracts or unexpired leases that (a) have been assumed or
rejected pursuant to a Final Order of the Bankruptcy Court, (b) are designated,
specifically or by category, as a contract or lease to be rejected on the
Schedule of Rejected Contracts and Leases contained in the Plan Supplement, as
that schedule may be amended from time to time whether before or after the
Effective Date to include additional contracts and agreements, or (c) are the
subject of a separate motion to assume or reject filed by the Debtors prior to
the Effective Date under section 365 of the Bankruptcy Code.

               For purposes of the Plan, each executory contract and unexpired
lease that relates to the use or occupancy of real property, whether (a) listed
on the Schedule of Rejected Contracts and Leases, (b) previously assumed or
rejected pursuant to a Final Order of the Bankruptcy Court, or (c) rejected
under the Plan, will include (a) modifications, amendments, supplements,
restatements, or other agreements made directly or indirectly by any agreement,
instrument, or other document that in any manner affects that executory contract
or unexpired lease, and (b) executory contracts or unexpired leases appurtenant
to the premises, excluding any non-competition and like agreements but including
all easements, licenses, permits, rights, privileges, immunities, options,
rights of first refusal, powers, uses, usufructs, reciprocal easement
agreements, vault, tunnel or bridge agreements or franchises, and any other
interests in real estate or rights in rem relating to such premises to the
extent any of the foregoing are executory contracts or

                                    Page 105
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unexpired leases, unless any of these agreements are otherwise specifically
assumed or rejected.

               The assumption of executory contracts and unexpired leases shall
also include the affirmation of any guarantees or indemnification provided in
regard to any such executory contract or unexpired lease by any other Debtor.

2.       Cure of Defaults.

               Except to the extent that different treatment has been agreed to
by the non-debtor party or parties to any executory contract or unexpired lease
to be assumed, the amount necessary to cure each executory contract and
unexpired lease to be assumed hereunder (pursuant to sections 1123(a)(5)(G) and
1123(b)(2) of the Bankruptcy Code and consistent with the requirements of
section 365 of the Bankruptcy Code), shall each be deemed to be $0.00 unless the
non-debtor party to any such executory contract or unexpired lease, within 30
days after the Effective Date, files a pleading with the Bankruptcy Court, and
serves such pleading on the Reorganized Debtors, asserting a different cure
amount on account of any such executory contract or unexpired lease to be
assumed. The Reorganized Debtors will have 15 days from the date of service to
object to the cure amount asserted by any such party. If an objection is filed
with respect to an executory contract or unexpired lease, the Bankruptcy Court
will hold a hearing to determine the amount of the disputed cure amount.
Notwithstanding the foregoing, at all times through the date that is 5 Business
Days after the Bankruptcy Court enters an order resolving and fixing the amount
of a disputed cure amount, the Debtors will have the right to reject that
executory contract or unexpired lease.

                                    Page 106
<Page>

3.       Rejection Claims.

               Except as otherwise ordered by the Bankruptcy Court, if the
rejection of an executory contract or unexpired lease by any of the Debtors
under the Plan results in damages to the other party or parties to that contract
or lease, the Plan provides that a Claim for those damages will be forever
barred and not be enforceable against the Debtors, or their respective
properties or interests in property as agents, successors, or assigns, unless a
proof of claim has been filed with the Bankruptcy Court and served upon counsel
for the Debtors on or before 30 days after the Effective Date.

               The Debtors do not expect to reject a large number of executory
contracts and leases. The Debtors expect to dispute Claims that may be filed
with respect to many of the executory contracts and leases that will be
rejected. With respect to executory contracts and leases as to which there is no
dispute, the Debtors estimate that the aggregate amount of damages associated
with the rejection of such executory contracts and leases will be less than
$100,000.

..        Exculpation

               Under section 10.6 of the Plan, except with respect to
obligations under the Plan and the Plan Documents, neither the Debtors, the
Disbursing Agent, the Informal Committee, the Creditors' Committee, the
Indenture Trustee, nor any of their respective members, officers, directors,
employees, agents, or professionals, solely in their capacity as such, will have
or incur any liability to any holder of any Claim or Equity Interest for any act
or omission in connection with, or arising out of:

                                    Page 107
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-         the Reorganization Cases;

-         the confirmation of the Plan of Reorganization;

-         the consummation of the Plan of Reorganization; or

-         the administration of the Plan of Reorganization or property to be
          distributed under the Plan of Reorganization; except for willful
          misconduct, recklessness or gross negligence.

W.       Treatment of Boeing Satellite Claim

               Services intends to reject the MSAT Spacecraft Contract dated
December 10, 1990 (to the extent such contract is executory) and the Debtors
intend to dispute the Boeing Satellite Claim. To the extent Boeing Satellite is
determined to have an Allowed Claim, Boeing Satellite will be entitled to a
distribution of New Motient Common Stock at a two to one step down from the
distribution of New Motient Common Stock to the Senior Note holders based on the
fact that the Senior Note holders have recourse against all of the Debtors and
Boeing Satellite only has recourse against Services.

IV.                             RISK FACTORS

                        Important Risks to Be Considered

                           Holders of Claims against the Debtors should read and
                  consider carefully the following risk factors and the other
                  information in this Disclosure Statement, the Plan, the Plan
                  Supplement and the other documents delivered or incorporated

                                    Page 108
<Page>

                  by reference in this Disclosure Statement and the Plan, before
                  voting to accept or reject the Plan.

                           These risk factors should not, however, be regarded
                  as constituting the only risks involved in connection with the
                  Plan and its implementation. Additional risks and other
                  information about Motient and the other Debtors can be found
                  in Motient's Form 10-K for the fiscal year ended December 31,
                  2000, its Forms 10-Q for the quarters ended March 31, 2001,
                  June 30, 2001 and September 30, 2001 and its other filings
                  from time to time with the SEC, which are incorporated into
                  this Disclosure Statement by reference. The financial results
                  of the Debtors' fourth quarter and year ended December 31,
                  2001 will be reported in a Form 10-K which Motient currently
                  expects to file on or before April 1, 2002. Copies of
                  Motient's SEC filings may be obtained over the Internet at
                  www.sec.gov.

A.       The Reorganized Company may not be able to achieve its projected
         financial results.

               The Debtors cannot assure you that the Reorganized Company will
be able to achieve the revenue or cash flow they have relied on to project their
future business prospects or otherwise meet their projected financial results.
If the Reorganized Company does not achieve these projected revenue or

                                    Page 109
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cash flow levels, it may lack sufficient liquidity to continue operating as
planned after the Effective Date.

               The Reorganized Company's financial projections represent
management's view today based on current known facts as to the Reorganized
Company's projected operations. However, while management believes the
assumptions underlying its projections are reasonable, these projections do not
attempt to demonstrate the viability of the business in a "worst case"
environment. Additionally, as of the date of this Disclosure Statement, the
Debtors have completed only a preliminary review of the proofs of claim that
have been filed. Because distributions under the Plan and the valuation and
projections of the financial results of the Reorganized Company are linked to
the amount and value of the Allowed Claims, any change in the Debtors' Claims
estimates resulting from further analysis of the proofs of claim filed as of the
Bar Date could impact their projected financial results. See section VI.C.,
"Financial Projections and Valuation Analysis" and Exhibit C.

               Moreover, the Projections do not account for potential effects on
the Reorganized Company's operations that may result from the terrorist attacks
that occurred on September 11, 2001. The effects of these events on the overall
global and U.S. economies, the Debtors' areas of business and the Debtors'
operations cannot be predicted.

               Furthermore, although the Reorganized Company's financial
projections represent the Debtors' current views as to the results of the
Reorganized Company's operations over the periods indicated, the Debtors expect
that actual revenue, cash flow and EBITDA may from time to time in the short
term be higher or lower than the amounts estimated in the long-term business

                                    Page 110
<Page>

plans used by the Debtors in preparing the projections. Nonetheless, based on
currently available information the Debtors do not believe that any such
fluctuations would ultimately result in material changes in the amounts in the
Reorganized Company's financial projections.

1.       The Reorganized Company may need additional liquidity to fund its
         operations.

               The Debtors anticipate that the Reorganized Company's funding
requirements through 2002 would be met with a combination of various sources,
including: (1) cash on hand, (2) proceeds realized through the sale of inventory
relating to eLink and BlackBerryTM, and (3) the potential repayment of the $15
million note from Mobile Satellite Ventures. There can be no assurance that the
foregoing sources of liquidity will provide sufficient funds in the amounts or
at the time that funding is required. The note repayment is contingent upon the
FCC's approval of the Mobile Satellite Ventures terrestrial re-use application,
which may not occur by the time the Reorganized Company needs the funds, or may
not occur at all. In addition, if the Reorganized Company's ability to realize
such liquidity from any such source is delayed or the proceeds from any such
source are insufficient to meet its expenditure requirements as they arise, the
Reorganized Company will seek additional equity or debt financing, although it
is unlikely under current conditions that such additional financing will be
available on reasonable terms, if at all. Even if the Reorganized Company begins
to generate cash in excess of its operating expenses, it will still need to
obtain additional funds from other sources to meet its ongoing capital
expenditures, working capital requirements and any remaining principal and
interest payments.

                                    Page 111
<Page>

2.       The Reorganized Company will continue to incur significant losses.

               If the Reorganized Company does not become profitable, it could
have difficulty obtaining funds to continue its operations. The Debtors have
incurred net losses every year since they began operations. These losses are due
to the costs of developing and building networks and the costs of developing,
selling and providing products and services. The Reorganized Company expects to
continue to make significant capital outlays to fund interest expense, capital
expenditures and working capital before it begins to generate positive cash flow
from operations. The Reorganized Company also expects to incur significant
operating losses for the foreseeable future while it develops and expands its
wireless network and services.

3.       Failure to raise necessary capital could restrict the Reorganized
         Company's ability to develop its network and services.

               The Reorganized Company will need significant capital to finance
the maintenance and growth of its operations, network and subscriber base and to
expand into new markets. The capital resources of the Reorganized Company may
not be sufficient to permit it to fund its planned launch of new products and
services or achieve operating profitability. Failure to generate or raise
sufficient funds may require the Reorganized Company to delay or abandon some of
its expenditures, which could harm its business and competitive position. The
Reorganized Company may meet additional capital needs by issuing debt or equity
securities or borrowing funds from one or more lenders. The Reorganized Company
may not have timely access to additional financing sources

                                    Page 112
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on acceptable terms. If it does not, the Reorganized Company may not be able to
expand its operations, network and services as it intends.

4.       The Reorganized Company could lose market share and revenues as a
         result of increasing competition from companies in the wireless
         communications industry that have greater resources and name
         recognition.

               The Reorganized Company expects to face intense competition in
all of its markets, which could result in a loss of customers, lower revenues
and could make it more difficult for it to enter new markets. The Reorganized
Company's competitors will include service providers in several
markets--dedicated mobile data, PCS/cellular, narrowband PCS/enhanced paging,
and emerging technology platforms. The growth in wireless data opportunities has
led traditional hardware manufacturers and software developers to invest in
technologies that will allow the migration of core products and services to a
mobile environment. Companies like IBM, Oracle, Siebel, Sun and Lucent have made
significant investments in the area of mobility to guarantee their place in both
the desktop and mobile/handheld computing environments.

               The Reorganized Company's eLink service competes with a variety
of services that offer two-way messaging and Personal Digital Assistant, or PDA,
functionality on small, portable devices. Most of these competing services are
better established in the marketplace and many competitors have substantially
greater financial, technical, marketing, sales, distribution and other resources
than the Reorganized Company will have. The Reorganized Company expects that it
will continue to compete primarily with Cingular Interactive, which offers
wireless data services over its network, including Research In Motion's
BlackBerry(TM) email service. The Reorganized Company's agreement with Research
In Motion permits the Reorganized Company to

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market the BlackBerry(TM) service in the United States on the Motient network.
These and other firms may enter the markets where the Reorganized Company
focuses its sales efforts, which may create downward pressure on the prices for
the Reorganized Company's services and negatively impact its returns. Many of
the existing and potential competitors have financial and other resources far
greater than those of the Reorganized Company. In addition, continuing
consolidation in the communications industry may strengthen existing competitors
or give rise to significant new competitors which would threaten the Reorganized
Company's business.

               In addition, a variety of new technologies, devices and services
will result in new types of competition for Motient in the near future. The
emergence of new protocols such as the wireless access protocol, or WAP, and the
Bluetooth protocol are expected to enable the use of the Internet as a platform
to exchange information among people with different devices running on different
networks. Within the next few years, it is expected that new, so-called "2.5G"
and "3G" technologies, new forms of CDMA, TDMA and GSM, will increase the data
capabilities of voice and data services and may have a competitive impact on
portions of Motient's business.

5.       The Reorganized Company may not succeed in developing or making a
         profit from new wireless services.

               The Reorganized Company has invested, and expects to continue to
invest, significant resources on the development, testing, marketing, and
distribution of new services including eLink, BlackBerry(TM) by Motient and
other services. As of December 31, 2001, Motient was contractually committed to

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purchase approximately $1.6 million worth of additional eLink and other devices
from manufacturers. If these services do not achieve acceptable levels of market
acceptance, these expenditures and commitments could depress the Reorganized
Company's operating results. If these services achieve market acceptance, the
Reorganized Company's success will depend, in part, on its ability to maintain
an adequate supply of devices, which are supplied by Research In Motion, over
whom the Reorganized Company will have no control. The success of these services
will also depend on the Reorganized Company's ability to continue to use,
promote and protect the eLink and BlackBerry(TM) service names and the other
intellectual property associated with these services.

6.       Failure to keep pace with rapidly changing markets for wireless
         communications would significantly harm the Reorganized Company's
         business.

               The technology and markets for wireless communications services
change rapidly. The Reorganized Company's success is expected to depend, in
part, on its ability to respond and adapt to change. The Reorganized Company
cannot guarantee that it will be able to compete effectively under, or adjust
its contemplated plan of development to meet, changing market conditions. The
Reorganized Company cannot guarantee that it will be able to implement its
strategy or that its strategy will be successful in these rapidly evolving
markets. The markets for wireless communications services are also marked by the
continuous introduction of new products and services and increased capacity for
services similar to those provided by the Reorganized Company. Technological
advances may also increase the efficiency of existing products or services. If a
technology becomes available that is more

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cost-effective or creates a superior product, the Reorganized Company may be
unable to access this technology or finance the necessary substantial capital
expenditures that may be required. The Reorganized Company's technology may be
rendered less profitable or less viable by existing, proposed or as yet
undeveloped technologies. The Reorganized Company cannot guarantee that it will
have the financial and other resources available to compete effectively against
companies possessing such technologies. The Reorganized Company is unable to
predict which of the many possible future products and services will meet
evolving industry standards and consumer demands. The Reorganized Company cannot
guarantee that it can adapt to technological changes or offer products or
services on a timely basis to establish or maintain a competitive position.

7.       The success of the Reorganized Company's wireless communications
         business is dependent upon the  market acceptance of its services.

               The Reorganized Company's business plan assumes that demand for
its existing services, such as the eLink service, will increase significantly in
the markets it currently serves. In addition, the Reorganized Company has not
yet commercially introduced some of its services and it cannot guarantee that
any of them will achieve market acceptance or generate operating cash flow. The
Debtors have experienced delays in launching new products and services, and the
Reorganized Company may experience delays in the future. If the Reorganized
Company cannot gain market acceptance for current or planned products and
services then its business will be significantly harmed. Based upon Motient's
expectations as to the customer demand for its services, it has made, and will
continue to make, significant capital investments.

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Accordingly, any material miscalculation with respect to the Reorganized
Company's operating strategy or business plan will harm its business.

8.       The success of the Reorganized Company's wireless communications
         business depends on its ability to enter into and maintain third party
         distribution relationships.

               A key element of the Reorganized Company's strategy is to develop
and capitalize on distribution relationships with leading companies who can
provide access to significant numbers of potential customers in its target
markets. For example, Motient has reseller agreements with SkyTel, Metrocall,
Aether Systems, and GoAmerica, as well as Research In Motion. Because the
Reorganized Company is relying on these distribution partners to enable it to
acquire subscribers, its success in penetrating its targeted markets will
depend, to a large extent, on the efforts of these distribution partners, as
well as future distribution partners. The rollout of sales efforts by the
Reorganized Company's distribution partners may be subject to delays, some of
which may be outside of its control. The Reorganized Company's inability to
fully capitalize on its third party distribution agreements, the termination of
or failure to renew any of these agreements, or its inability to enter into
similar distribution relationships with other leading companies could reduce the
Reorganized Company's access and exposure to potential customers.

9.       The Reorganized Company expects to maintain a limited inventory of
         devices to be used in connection with its eLink service and any
         interruption in the supply of such devices could significantly harm its
         business.

               The Reorganized Company will depend on independent vendors to

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develop and manufacture wireless communications devices for its networks, which
are significant elements of its business plan because most of its services
require these devices. Some of the Debtors' important service offering
initiatives are dependent on the timely delivery of a sufficient quantity of
user devices, including the palm-sized devices used with Motient's eLink
wireless email service which are manufactured by Research In Motion. These
suppliers do not sell these devices to the Debtors on an exclusive basis. The
Debtors carry a limited inventory of these devices and generally has no
guaranteed supply arrangements. Some of these suppliers and vendors are
relatively small companies and have limited resources and production capacity.
In addition, some of the Debtors' sole-source suppliers themselves rely on sole-
or limited-sources of supply for components included in their devices.

10.      The failure of the Reorganized Company's suppliers to be able to meet
         increasing demand for its services may prevent them from supplying
         components and devices in the quantities and quality and at the times
         the Reorganized Company requires, or at all.

               From time to time the Debtors have experienced interruptions
and/or delays of supply. The Reorganized Company cannot guarantee that it will
not experience further interruptions or delays. In addition, the Debtors have
short-term contracts with the majority of its suppliers. The Reorganized Company
cannot guarantee that its suppliers will continue to provide products at
attractive prices, or at all, or that it will be able to obtain products in the
future from these or other providers on the scale and within the time frames it
requires. Some or all of the Reorganized Company's suppliers could

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enter into exclusive arrangements with its competitors, or cease selling these
components at commercially reasonable prices, or at all. Research In Motion,
which is Motient's primary supplier of devices for its eLink wireless email
service, also markets and sells BlackBerry(TM), which is an alternative wireless
email service offered on the Cingular Interactive network. Motient also has an
agreement with Research In Motion permitting it to market the BlackBerry(TM)
service in the United States on its network. If the Reorganized Company fails to
obtain products on a timely basis at an affordable cost, or experiences any
significant delays or interruptions of supply, its business will be harmed.

11.      If prices charged by suppliers for wireless devices do not decline as
         Motient anticipates, the Reorganized Company's business may not
         experience the growth it expects.

               Part of the Reorganized Company's growth is predicated on its
suppliers reducing the cost of wireless communications devices approved and
available for use on its network. Motient believes that reductions in the cost
of wireless communications devices will result in increased sales of devices,
additional subscribers for its services and a corresponding increase in its
service revenues. If the Reorganized Company fails to obtain cost reductions on
a timely basis, or experiences any significant delays of these reductions, its
revenues could be diminished or fail to increase.

12.      The loss of one or more key personnel could weaken the technical and
         operational expertise of the Reorganized Company, delay its
         introduction of new services or entry into new markets and lower the
         quality of its service.

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               The Reorganized Company's future success depends, to a
significant extent, upon the continued services of the Reorganized Company's
management team and other key sales, technical and operational personnel. The
Reorganized Company may not be able to attract, develop, motivate and retain
experienced and innovative personnel. There is intense competition for qualified
personnel in the Reorganized Company's lines of business. The loss of the
services of key personnel, or the ability to attract additional qualified
personnel, could cause the Reorganized Company to make less successful strategic
decisions, which could hinder the introduction of new services or the entry into
new markets. The Reorganized Company could also be less prepared for
technological or marketing problems, which could reduce its ability to serve its
customers and lower the quality of its services. As a result, the financial
condition of the Reorganized Company could be adversely affected.

13.      The Reorganized Company may not be able to develop, acquire and
         maintain proprietary information and intellectual property rights,
         which could limit the growth of the Reorganized Company's business and
         reduce its market share.

               The Reorganized Company's wireless communications business
depends on technical knowledge, and Motient believes that its future success is
based, in part, on its ability to keep up with new technological developments
and incorporate them in its products and services. The Reorganized Company owns
or has the right to use certain of their work products, inventions, designs,
software, systems and similar know-how. The Reorganized Company must diligently
protect that information, and while it has taken steps to protect that
information, there is no assurance that the information will not be disclosed to

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others or that others will not independently develop similar information,
systems and know-how. Protection of the Reorganized Company's information,
systems and know-how may result in litigation, the cost of which could be
substantial. There is also no assurance that third parties will not assert
claims that the Reorganized Company's products or services, including its eLink
and BlackBerry(TM) by Motient service offerings, infringe on their proprietary
rights. If the Reorganized Company is found to infringe or misappropriate a
third party's proprietary rights, it could be required to pay damages to the
third party, alter its products or services, obtain a license from the third
party or cease activities utilizing these proprietary rights, including making
or selling products or services utilizing the proprietary rights. The
Reorganized Company's inability to do any of the foregoing on commercially
favorable terms could have a material adverse impact on its business, financial
condition or results of operations. The Reorganized Company also relies on some
technologies licensed from third parties. The Reorganized Company cannot be sure
that these licenses will remain available on commercially reasonable terms or at
all. The loss of these technologies could require the Reorganized Company to
obtain substitute technology of lower quality or performance standards or at a
greater cost, which could harm its business.

14.      Government regulation may increase the cost to the Reorganized Company
         of providing services, slow its expansion into new markets, subject its
         services to additional competitive pressures and affect your ability to
         receive a takeover premium for your New Motient Common Stock.

               The Reorganized Company's ownership and operation of wireless

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communication systems are subject to significant regulation by the FCC under
authority granted by the Communications Act of 1934, as amended, and related
federal laws. There is no assurance that the rules and regulations of the FCC
will continue to support the Reorganized Company's operations as presently
conducted by Motient. A number of Motient's licenses are subject to renewal by
the FCC. The Reorganized Company cannot guarantee that all existing licenses
will be renewed and requisite frequencies coordinated. Current federal law
requires prior FCC approval of greater than 25% ownership of Motient by citizens
or entities of foreign countries, which could limit the value of New Motient
Common Stock.

15.      The Reorganized Company expects to generate a large part of its
         revenues from a small number of customers and the loss of one or more
         key customers could result in a significant reduction in revenues.

               Excluding revenue recognized by the Debtors from a research and
development agreement with MSV, six customers - UPS, Aether Systems, Inc., IBM,
SkyTel, Pitney Bowes, and NCR - accounted for approximately 41% of the Debtors'
service revenue for the year ended December 31, 2001, with revenue from one of
those customers equaling approximately 13% of total revenues. The loss of one or
more of these customers, or any event, occurrence or development which adversely
affects the Reorganized Company's relationship with one or more of these
customers, could harm the Reorganized Company's business. The contracts with
these customers are generally multi-year contracts, and the services provided
pursuant to such contracts are generally customized applications developed to
work solely on Motient's network. The cost of switching to an

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alternative wireless service provider would, in most cases, be significant.
Motient does not intend to reject any of these customer contracts, to the extent
they are executory in nature.

16.      Network capacity constraints may impede the growth of the Reorganized
         Company's wireless communications business.

               If the Reorganized Company is successful in penetrating its
targeted markets for wireless email and telemetry, it will need to enhance its
terrestrial network to have sufficient capacity to meet customer demand. This
may require that the Reorganized Company acquire additional frequency spectrum
for its network, which may not be available on a timely basis and at a
commercially reasonable cost, or at all. Acquisition of more spectrum could
require substantial additional resources, which the Reorganized Company may not
have available when needed. In addition to spectrum acquisition, expansion of
the Reorganized Company's terrestrial network will require substantial
financial, operational and management resources.

17.      The Reorganized Company may not be able to expand its network to meet
         additional demand or customer requirements on a timely basis and at a
         commercially reasonable cost, or at all.

               To expand its terrestrial network, the Reorganized Company will
need to identify and obtain access to buildings and towers to install additional
base stations, which will require it to secure tower and roof and other building
access rights. The Reorganized Company may also need to obtain local zoning,
construction, franchises or other governmental permits. Obtaining permits and
necessary consents, and entering into leases with landlords or property owners
on acceptable terms, may prove to be time consuming and/or

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difficult. The Reorganized Company may not be able to identify suitable
locations, or obtain necessary permits or enter into acceptable lease agreements
on a timely basis or at a commercially reasonable cost, or at all. These factors
could limit the Reorganized Company's ability to expand its terrestrial network
as quickly as it might desire, which could, in turn, harm its future results and
prospects.

18.      The Reorganized Company's competitive position may be harmed if the
         wireless terrestrial network technology it licenses from Motorola is
         made available to competitors.

               Motient holds a non-exclusive license to use a single frequency
reuse technology. The terrestrial network, and certain of its competitive
strengths, such as in-building penetration, is based upon this technology.
Motient also relies on support agreements with Motorola for support of the
operations of certain portions of the terrestrial network. Under the terms of
the non-exclusive license, Motorola could enter into arrangements to license
this technology to any of the Reorganized Company's competitors and those
agreements could harm the Reorganized Company's ability to compete.

19.      Motient could incur substantial costs if Nextel's proposal regarding
         reallocation of spectrum is adopted by the FCC.

               In November 2001, Nextel proposed, in a "white paper" to the FCC,
that certain of its wireless spectrum in the 700 MHz band, lower 800 MHz band,
and 900 MHz band be exchanged for spectrum in the upper 800 MHz band and in the
2.1 GHz band. Nextel stated that it was making this proposal to address

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existing inadvertent interference problems for public safety communications
systems caused by the existing spectrum allocation. Nextel's proposal addresses
this problem by creating blocks of contiguous spectrum to be shared by public
safety agencies. The Nextel proposal, as submitted to the FCC, would require
either (i) that Motient continue to operate using its existing lower 800 MHz
band spectrum on a secondary, non-interfering basis with the public safety
agencies who would be relocated n the same spectrum, or (ii) that Motient
relocate, at its own expense, to other spectrum in the 700 MHz or 900 MHz bands.
Motient believes it is highly unlikely that it could continue to operate in the
lower 800 MHz bands on a secondary, non-interfering basis. If Motient is
required to relocate to spectrum in the 700 MHz or 900 MHz bands, it would incur
substantial operational and financial costs, including costs relating to:
manufacturing replacement infrastructure and user hardware to operate on
Motient's network in the 700 MHz or 900 MHz bands, disruptions to existing
customers as a result of the relocation to other spectrum bands, possible
diminished data speed, and coverage gaps. There are also potential problems with
the 700 MHz and 900 MHz bands that might make it difficult, if not impossible,
for Motient to duplicate its existing operations in the 800 MHz band.

20.      The bankruptcy filing may further disrupt the Debtors' operations.

               The impact, if any, that the Reorganization Cases may have on the
operation of the Reorganized Company cannot be accurately predicted or
quantified. The Debtors believe the Reorganization Cases and consummation of the
Plan in an expeditious manner will have a minimal further adverse impact on
relationships with customers, employees and suppliers, especially in view of

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the fact that the Plan is supported by the Informal Committee. If confirmation
and consummation of the Plan do not occur expeditiously, the Reorganization
Cases could further adversely affect the Debtors' relationships with its
customers, employees and suppliers.

               However, even an expedited chapter 11 case could have a
detrimental impact on future sales and patronage due to the possibility that the
Reorganization Cases may create a negative image of the Debtors in the eyes of
their customers and suppliers. The bankruptcy filing and an extended chapter 11
proceeding may adversely affect the confidence of customers of the Debtors'
business, which could adversely impact revenues. Notwithstanding the support
offered by the Informal Committee for the Plan, the Debtors' commencement of the
Reorganization Cases could further adversely affect the Debtors' relationship
with their customers, suppliers and employees. Prolonged Reorganization Cases
may make it more difficult for the Debtors to retain and attract management and
other key personnel and would require senior management to spend an excessive
amount of time and effort dealing with the Debtors' financial problems instead
of focusing on the operation of their businesses.

B.       The Reorganized Debtors may not be able to meet their post-
         reorganization debt obligations, operating expenses, working capital
         and other capital expenditures.

               The Debtors are currently highly leveraged. Although the
Reorganized Debtors will have only approximately $39.2 million of debt
(including capital leases, the Rare Medium Claim and Motorola's secured claim),
the Debtors cannot assure you that the operating cash flow of the Reorganized
Debtors will be adequate to pay the principal and interest payments under their

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post-reorganization indebtedness when due, as well as to fund all capital
expenditures contemplated in the cash-flow projections.

               The Debtors believe that the implementation of their business
strategy is crucial to their future financial viability and the ability to
generate the cash flow necessary to pay principal and interest relating to their
post-reorganization working capital and capital expenditure needs.

               Although the Debtors believe their business strategy will help
improve their financial viability and their cash flow, the Debtors cannot assure
you that the financial resources available under the Plan will be sufficient to
achieve the financial projections included in their business plan. Moreover, the
Debtors cannot assure you that the new Board of Directors will share
management's view that the business strategy described above presents the best
opportunity for the Reorganized Company's financial success.

C.       The Debtors may not be able to secure their ordinary course trade
         terms.

               If the Reorganized Company is not able to obtain ordinary trade
terms from its suppliers, the Reorganized Company's cash flow may be negatively
impacted. Prior to the Commencement Date, certain important suppliers altered a
number of ordinary trade terms, including shortening the length of time required
to pay for goods and services and the imposition of cash deposit or letter of
credit requirements. The Debtors cannot assure you that their suppliers will not
impose further restrictive pricing and trade terms and policies in the future.

D.       It is unlikely that a public trading market for the Plan Securities
         will develop in the foreseeable future and the Plan Securities may be

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          illiquid or experience significant price volatility.

                  The Debtors cannot assure you that a market will develop for
the New Motient Common Stock or the Old Motient Equity Warrants issued under the
Plan. The Reorganized Company expects to apply to have the New Motient Common
Stock listed on a national securities exchange or automated quotation system,
but there can be no assurances that the New Motient Common Stock will be
accepted for listing. Even if such securities are subsequently listed, the
Debtors cannot assure you that an active market for such securities will develop
or, if any such market does develop, that it will continue to exist, or as to
the degree of price volatility in any such market that does develop.

E.       The estimated valuation of the Reorganized Company and the Plan
         Securities, and the estimated recoveries to holders of Claims, is not
         intended to represent the trading values of the Plan Securities.

               The estimated valuation of the Reorganized Company used in this
Disclosure Statement has been prepared by the Debtors based on commonly accepted
valuation analysis and is not intended to represent the trading values of the
Reorganized Company's securities in public or private markets. The estimated
recoveries to Classes 3, 6, and 8 are based on this theoretical valuation
analysis. This valuation analysis is based on numerous assumptions, (the
realization of many of which is beyond the control of the Reorganized Company),
including: (a) the Reorganized Company's ability to meet the financial
projections included with this Disclosure Statement; (b) the Reorganized
Company's ability to maintain sufficient financial flexibility to fund
operations, working capital requirements and capital expenditures; (c) capital

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and financial market conditions as of the date hereof; and (d) the Reorganized
Company's ability to attract and retain key managers.

               Even if the Reorganized Company successfully implements its
business plan and achieves the financial projections included with this
Disclosure Statement, the trading market values for the Plan Securities could be
adversely impacted by: (a) lack of trading liquidity for such securities; (b)
lack of institutional research coverage; and (c) concentrated selling by
recipients of the Plan Securities.

F.       Resale of the Plan Securities may be restricted by law.

               The New Motient Common Stock and Old Motient Equity Warrants will
be distributed under the Plan without registration under the Securities Act or
any state securities laws under exemptions from registration contained in
section 1145(a) of the Bankruptcy Code. If a holder of securities offered and
sold under the Plan is deemed to be an "underwriter" with respect to such
securities (with certain exceptions for "ordinary trading transactions" by
certain persons) or an "affiliate" of the issuer of such securities, resales of
such securities by such holder would not be exempt from the registration
requirements under the Securities Act and securities laws under section 1145 of
the Bankruptcy Code and, accordingly, could be effected only under an effective
registration statement or a reliance on another applicable exemption from these
registration requirements. See section III.G.2., "Subsequent Transfers under
Federal Securities Laws."

G.       Bankruptcy Risks

1.       Parties in interest may object to the Debtors' classification of
         Claims.

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               Section 1122 of the Bankruptcy Code provides that a plan of
reorganization may place a claim or an interest in a particular class only if
such claim or interest is substantially similar to the other claims or interests
of such class. The Debtors believe that the classification of claims and
interests under the Plan complies with the requirements set forth in the
Bankruptcy Code. However, the Debtors cannot assure you that the Bankruptcy
Court will reach the same conclusion.

2.       The commencement of the Reorganization Cases may have negative
         implications under certain contracts of the Debtors.

               The Debtors are parties to various contractual arrangements under
which the commencement of the Reorganization Cases and the other transactions
contemplated by the Plan could, subject to the Debtors' rights and powers under
sections 362 and 365 of the Bankruptcy Code, (a) result in a breach, violation,
default or conflict, (b) give other parties thereto rights of termination or
cancellation, or (c) have other adverse consequences for the Debtors or the
Reorganized Debtors. The magnitude of any such adverse consequences may depend
on, among other factors, the diligence and vigor with which other parties to
such contracts may seek to assert any such rights and pursue any such remedies
in respect of such matters, and the ability of the Debtors or Reorganized
Debtors to resolve such matters on acceptable terms through negotiations with
such other parties or otherwise.

3.       The Debtors may not be able to secure confirmation of the Plan.

               The Debtors cannot assure you that the requisite acceptances to
confirm the Plan will be received. Even if the requisite acceptances are

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received, the Debtors cannot assure you that the Bankruptcy Court will confirm
the Plan. A non-accepting creditor or equity security holder of the Debtors
might challenge the balloting procedures and results as not being in compliance
with the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court
determined that the Disclosure Statement and the balloting procedures and
results were appropriate, the Bankruptcy Court could still decline to confirm
the Plan if it found that any of the statutory requirements for confirmation had
not been met. Section 1129 of the Bankruptcy Code sets forth the requirements
for confirmation and requires, among other things, a finding by the Bankruptcy
Court that the confirmation of the Plan is not likely to be followed by a
liquidation or a need for further financial reorganization and that the value of
distributions to non-accepting holders of claims and interests within a
particular class under the Plan will not be less than the value of distributions
such holders would receive if the Debtors were liquidated under chapter 7 of the
Bankruptcy Code. While the Debtors cannot assure you that the Bankruptcy Court
will conclude that these requirements have been met, the Debtors believe that
the Plan will not be followed by a need for further financial reorganization and
that non-accepting holders within each class under the Plan will receive
distributions at least as great as would be received following a liquidation
under chapter 7 of the Bankruptcy Code when taking into consideration all
administrative claims and the costs and uncertainty associated with any such
chapter 7 case.

                  The confirmation and consummation of the Plan are also subject
to certain conditions, including approval by the Federal Communications

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Commission of the change of control that will take place in the ownership of
Motient on the Effective Date. If the Plan is not confirmed, it is unclear
whether a restructuring of the Debtors could be implemented and what
distribution holders of Claims or Equity Interests ultimately would receive with
respect to their Claims or Equity Interests. If an alternative reorganization
could not be agreed to, it is possible that the Debtors would have to liquidate
their assets, in which case it is likely that holders of Claims or Equity
Interests would receive substantially less favorable treatment than they would
receive under the Plan.

4.       The Debtors may object to the amount or classification of your claim.

               The Debtors reserve the right to object to the amount or
classification of any claim or interest. The estimates set forth in this
Disclosure Statement cannot be relied on by any creditor whose claim or interest
is subject to an objection. Any such claim or interest holder may not receive
its specified share of the estimated distributions described in this Disclosure
Statement.

H.       Reorganized Motient does not expect to pay any dividends on the New
         Motient Common Stock for the foreseeable future.

               It is not anticipated that any cash dividends will be paid on the
New Motient Common Stock for the foreseeable future.

I.       Certain tax implications of the Debtors' bankruptcy and reorganization
may increase the tax liability of Reorganized Motient.

               The U.S. federal income tax consequences of consummation of the
Plan to holders of Claims or Equity Interests are complex and subject to

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uncertainty. Certain U.S. tax attributes of the Debtors, including net operating
loss carryovers ("NOLs"), may be reduced or eliminated as a consequence of the
Plan. The elimination or reduction of NOLs and such other tax attributes may
increase the amount of tax payable by Reorganized Motient following the
consummation of the Plan as compared with the amount of tax payable had no such
reduction been required.

               See section IX, "Certain U.S. Federal Income Tax Consequences"
below for discussion of the U.S. federal income tax consequences for creditors,
equity holders and the Debtors resulting from the consummation of the Plan.

J.       The Debtors are, and the Reorganized Debtors will continue to be,
         subject to costs arising in connection with regulation and litigation.

               The Debtors are subject to various regulatory restrictions
relating to their businesses in the U.S. In connection with these regulations,
the Debtors and the Reorganized Company may from time to time incur costs
relating to compliance measures or penalties imposed for non-compliance by
relevant regulatory authorities, or face restrictions on their operations.
Certain regulations may also allow private parties rights to pursue legal
remedies against the Debtors or the Reorganized Company, under which they may be
required to make payments or restrict operations. Additionally, the Debtors and
the Reorganized Company are likely to face in the normal course of their
businesses from time to time other types of legal action by private parties
under which they may be required to make significant payments for damages caused
by the Debtors or the Reorganized Company. Any such payments or restrictions

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could impact the Reorganized Company's ability to meet the Projections.

K.       Future sales of New Motient Common Stock could adversely affect
         its price.

               After the Effective Date, assuming an active trading market
develops for the New Motient Common Stock, sales of substantial amounts of New
Motient Common Stock, or the perception that such sales could occur, could
adversely affect the value of the New Motient Common Stock. This, in turn, could
impair Reorganized Motient's ability to raise additional capital in the future,
and could also decrease the likelihood that the Old Motient Equity Warrants
become exercisable, since the exercisability of such warrants depends, in part,
on an increase in value of the New Motient Common Stock. Based on information
available to the Debtors as of the date of this Disclosure Statement, the
Debtors estimate that as of the Effective Date, there will be four holders of
New Motient Common Stock that will own more than 10% of the shares of New
Motient Common Stock outstanding as of the Effective Date. In the aggregate,
these four holders are expected to own approximately 53.9% of the shares of New
Motient Common Stock issued and outstanding on the Effective Date, and on a
fully diluted basis giving effect to issuance of New Motient Common Stock upon
exercise of the Old Motient Equity Warrants and issuance of New Motient Common
Stock under the Incentive Plan, these four holders are expected to own
approximately 45.8% of the New Motient Common Stock. The shares owned by these
four holders are expected to be registered for sale under the shelf registration
statement required to be filed by Reorganized Motient within five days of the
Effective Date. Upon the effectiveness of such registration statement, such

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<Page>

shares will be freely tradeable in the open market.

V.                         CONFIRMATION OF THE PLAN

A.       Confirmation Generally

               The Bankruptcy Code requires the Bankruptcy Court to determine
whether a plan of reorganization complies with the technical requirements of
chapter 11 of the Bankruptcy Code. It requires further that a debtor's
disclosures concerning its plan of reorganization have been adequate and have
included information concerning all payments made or promised by the debtor in
connection with the plan.

               If the Plan is confirmed, the Debtors expect the Effective Date
to occur not later than thirty days after the Confirmation Date.

               To confirm the Plan, the Bankruptcy Court must find that all of
these and certain other requirements have been met. Thus, even if the specified
majority vote in number and dollar amount is achieved for each Class of Impaired
Claims, the Bankruptcy Court must make independent findings respecting the
Plan's conformity with the requirements of the Bankruptcy Code before it may
confirm the Plan. Some of these statutory requirements are discussed below.

B.       Voting Procedures and Standards

               Holders of Claims in Classes that are "Impaired" under the Plan
(but not deemed to reject the Plan by virtue of receiving no distributions under
the Plan) will receive this Disclosure Statement, the Plan, the Voting
Procedures Order, notice of the Confirmation Hearing and a ballot for accepting
or rejecting the Plan.

               A class is "Impaired" under a plan unless, with respect to

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each claim or interest of such class, the plan:

-         leaves unaltered the legal, equitable and contractual rights to which
          the claim or interest entitles the holder of such claim or interest;
          or

-         notwithstanding any contractual provision or applicable law that
          entitles the holder of such claim or interest to demand or receive
          accelerated payment on account of a default, cures any default,
          reinstates the original maturity of the obligation, compensates the
          holder for any damages incurred as a result of reasonable reliance on
          such provision or law and does not otherwise alter the legal,
          equitable or contractual rights of such holder based on such claim or
          interest.

               A class that is not Impaired under a plan of reorganization is
deemed to have accepted the plan and, therefore, solicitation of acceptances
with respect to such class is not required.

               The Debtors have filed a motion seeking entry of the Voting
Procedures Order to set certain procedures in connection with voting on the
Plan. If the Voting Procedures Order is approved it will set forth the
procedures to be employed in tabulating acceptances and rejections of the Plan.

               If a ballot is damaged or lost or if you have any questions
concerning voting procedures, you may contact the Debtors' Voting Agent:

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<Page>

                            Motient Balloting Center
                           c/o Bankruptcy Services LLC
                         70 East 55th Street, 6th Floor
                               New York, NY 10022
                                 1-212-376-8494

               A vote may be disregarded if the Bankruptcy Court determines,
after notice and a hearing, that such acceptance or rejection was not made or
solicited or procured in good faith or in accordance with the provisions of the
Bankruptcy Code.

               Under the Bankruptcy Code, for the Plan to be "accepted," a
specified majority vote in numbers of claims and dollar amount is required for
each Class of Impaired Claims, and as specified majority vote is required for
each Class of Impaired Equity Interests. Any Impaired Class that fails to
achieve the specified majority vote will be deemed to have rejected the Plan.

C.       Acceptance

               The Bankruptcy Code defines acceptance of a plan (i) by an
Impaired class of claims as acceptance by holders of at least two-thirds in
dollar amount, and more than one-half in number, of Allowed claims of that class
that actually vote, and (ii) by an Impaired Class of Equity Interests as
acceptance by holders of at least two-thirds in amount of allowed interests of
that Class that actually vote. Acceptance of the Plan need only be solicited
from holders of Claims whose Claims belong to a Class that is "Impaired" and not
deemed to have rejected the Plan. See section I.C., "Voting," above. Except in
the context of a "cram down" (described below), as a condition to confirmation
of the Plan, the Bankruptcy Code requires that, with certain exceptions, each

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Impaired Class accepts the Plan. If the specified majorities are not obtained,
the Debtors have the right, assuming that at least one Impaired Class has
accepted the Plan, to request confirmation of the Plan under section 1129(b) of
the Bankruptcy Code. This procedure is commonly referred to as a "cram down."
For a more detailed description of the requirements for acceptance of the Plan
and of the criteria for confirmation of the Plan notwithstanding rejection by
certain Impaired Classes, see section V.D.3., "Cram Down," below.

D.       Confirmation and Consummation

               At the Confirmation Hearing, the Bankruptcy Court will determine
whether the requirements of section 1129(a) of the Bankruptcy Code have been
satisfied with respect to the Plan. Confirmation of a plan under section 1129(a)
of the Bankruptcy Code requires, among other things, that:

-         the plan complies with the applicable provisions of the Bankruptcy
          Code;

-         the proponent of the plan has complied with the applicable provisions
          of the Bankruptcy Code;

-         the plan has been proposed in good faith and not by any means
          forbidden by law;

-         any payment made or to be made by the proponent under the plan for
          services or for costs and expenses in, or in connection with, the
          chapter 11 case, or in connection with the plan and incident to the
          case, has been approved by, or is subject to the approval of, the
          bankruptcy court as reasonable;

-         the proponent has disclosed the identity and affiliations of any

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          individual proposed to serve, after confirmation of the plan, as a
          director, officer, or voting trustee of the debtor, an affiliate of
          the debtor participating in the plan with the debtor, or a successor
          to the debtor under the plan. The appointment to, or continuance in,
          such office of such individual, must be consistent with the interests
          of creditors and equity security holders and with public policy and
          the proponent must have disclosed the identity of any insider that the
          reorganized debtor will employ or retain, and the nature of any
          compensation for such insider;

-         with respect to each Impaired class of claims or interests, either
          each holder of a claim or interest of such class has accepted the
          plan, or will receive or retain under the plan on account of such
          claim or interest, property of a value, as of the effective date of
          the plan, that is not less than the amount that such holder would
          receive or retain if the debtor were liquidated on such date under
          chapter 7 of the Bankruptcy Code;

-         each class of claims or interests has either accepted the plan or is
          not Impaired under the plan;

-         except to the extent that the holder of a particular claim has agreed
          to a different treatment of such claim, the plan provides that allowed
          administrative expenses and priority claims (other than priority tax
          claims) will be paid in full on the effective date (except that if a
          class of priority claims has voted to accept the Plan, holders of such
          claims may receive deferred cash payments of a value, as of the

                                    Page 139
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          effective date of the plan, equal to the allowed amounts of such
          claims) and that holders of priority tax claims may receive on account
          of such claims deferred cash payments, over a period not exceeding six
          years after the date of assessment of such claims, of a value, as of
          the effective date, equal to the allowed amount of such claims;

-         if a class of claims is Impaired, at least one Impaired class of
          claims has accepted the plan, determined without including any
          acceptance of the plan by any insider holding a claim in such class;
          and

-         confirmation of the plan is not likely to be followed by the
          liquidation, or the need for further financial reorganization, of the
          debtor or any successor to the debtor under the plan, unless such
          liquidation or reorganization is proposed in the plan.

Subject to receiving the requisite votes in accordance with section 1129(a)(8)
of the Bankruptcy Code and the "cram down" of Classes not receiving any
distribution under the Plan, the Debtors believe that:

-         the Plan satisfies all of the statutory requirements of chapter 11 of
          the Bankruptcy Code;

-         the Debtors have complied or will have complied with all of the
          requirements of chapter 11 of the Bankruptcy Code; and

-         the Plan has been proposed in good faith.

               Set forth below is a more detailed summary of the relevant
statutory confirmation requirements.

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1.       Best Interests of Holders of Claims and Interests

               The "best interests" test requires that the Bankruptcy Court find
either

-         that all members of each Impaired class have accepted the plan or

-         that each holder of an allowed claim or interest of each Impaired
          class of claims or interests will under the plan receive or retain on
          account of such claim or interest, property of a value, as of the
          effective date of the plan, that is not less than the amount that such
          holder would so receive or retain if the debtor were liquidated under
          chapter 7 of the Bankruptcy Code on such date.

               The first step in meeting this test is to determine the dollar
amount that would be generated from the liquidation of the Debtors' assets and
properties in a chapter 7 liquidation case. The gross amount of cash available
in such a liquidation would be the sum of the proceeds from the disposition of
the Debtors' assets and the cash held by the Debtors at the time of the
commencement of the chapter 7 case. This gross amount would be reduced by the
amount of any Allowed Claims secured by such assets, the costs and expenses of
the liquidation, and such additional administrative expenses and priority claims
that may result from the termination of the Debtors' business and the use of
chapter 7 for the purposes of liquidation. Any remaining net cash would be
allocated to creditors and shareholders in strict accordance with the order of
priority of claims contained in section 726 of the Bankruptcy Code.

               The Debtors have determined, as discussed in the liquidation
analysis attached as Exhibit D hereto, that confirmation of the Plan will

                                    Page 141
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provide each creditor and interest holder with a recovery that is not less than
it would receive pursuant to a liquidation of the Debtors under chapter 7 of the
Bankruptcy Code. See the liquidation analysis annexed as Exhibit D hereto for a
further discussion of how the Plan satisfies the "best interests" test.

2.       Financial Feasibility

               Section 1129(a)(11) of the Bankruptcy Code requires that
confirmation should not be likely to be followed by the liquidation, or the need
for further financial reorganization, of the Debtors or any successor to the
Debtors unless such liquidation or reorganization is proposed in the Plan. Under
the terms of the Plan, the Allowed Claims potentially being paid in whole or
part in cash are the Allowed Administrative Expense Claims, Allowed Fee Claims,
Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, Trade Claims and
Allowed Secured Claims. See table at section I.D.1., "Summary of Classification
and Treatment of Claims." The Debtors expect sufficient liquidity from
operations to fund these cash payments as and when they become due. The Debtors
estimate, based on their Projections, that their lowest cash balance will be
approximately $4.6 million in the third quarter of 2003. Please see section IV,
"Risk Factors," for a discussion of some risks that could affect the Reorganized
Company's cash flows and section VI.C., "Financial Projections and Valuation
Analysis," for a discussion of the assumptions upon which the Projections are
based.

               The Debtors have prepared the Projections, which are detailed
financial projections, set forth and described more fully in Exhibit C, which
detail, among other things, the financial feasibility of the Plan. The

                                    Page 142
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Projections are based on a number of assumptions described in Exhibit C,
including the revenue assumption that a majority of the 70,000 units purchased
by resellers of the Debtors' eLink service as of December 31, 2001 become active
(i.e., revenue generating) in the first half of 2002. The Projections indicate,
on a pro forma basis, that the Debtors expect the Reorganized Company to achieve
EBITDA break even in the fourth quarter of 2002. Thereafter, the Projections
indicate that for fiscal years 2003 to 2008, the Reorganized Company expects to
generate approximately $17.5 million to $385.2 million in EBITDA. Management
believes this level of cash flow is sufficient to satisfy all of the Debtors'
future interest, capital expenditure and other obligations during this period.
Accordingly, the Debtors believe that confirmation of the Plan is not likely to
be followed by the liquidation or further reorganization of the Reorganized
Company. Please see section IV, "Risk Factors," for a discussion of some of the
risks that could affect the Reorganized Debtors' ability to repay their
post-Effective Date indebtedness, including their ability to access financing
sources if their future cash flows are insufficient to allow them to do so. The
Debtors are investigating alternative financing sources, and believe that the
Reorganized Company would be able to secure additional financing if its future
cash flows are less than projected, but there can be no assurances the
Reorganized Company will be able to secure additional financing.

3.       Cram Down

                              CRAM DOWN BY DEBTORS

                The Debtors are seeking to cram down the Plan on
                certain holders of Claims and Equity Interests in

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<Page>

              Impaired Classes and reserve the right to cram down
            the Plan on other holders of Claims in Impaired Classes.

               The Bankruptcy Code contains provisions for confirmation of a
plan even if the plan is not accepted by all Impaired classes, as long as at
least one Impaired class of claims has accepted the Plan. The "cram down"
provisions of the Bankruptcy Code are set forth in section 1129(b) of the
Bankruptcy Code.

               Under the "cram down" provisions, on the request of a plan
proponent the bankruptcy court will confirm a plan despite the lack of
acceptance by an Impaired class or classes if the bankruptcy court finds that:

-         the plan does not discriminate unfairly with respect to each
          non-accepting Impaired class;

-         the plan is fair and equitable with respect to each non-accepting
          Impaired class; and

-         at least one Impaired class has accepted the plan.

               These standards ensure that holders of junior interests, such as
common stockholders, cannot retain any interest in the debtor under a plan of
reorganization that has been rejected by a senior Impaired class of claims or
interests unless the claims or interests in that senior Impaired class are paid
in full.

               As used by the Bankruptcy Code, the phrases "discriminate
unfairly" and "fair and equitable" have narrow and specific meanings unique to
bankruptcy law. A plan does not discriminate unfairly if claims or interests in

                                    Page 144
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different classes but with similar priorities and characteristics receive or
retain property of similar value under a plan. By establishing separate Classes
for the holders of each type of Claim and by treating each holder of a Claim in
each Class similarly, the Plan has been structured so as to meet the "unfair
discrimination" test of section 1129(b) of the Bankruptcy Code.

               The Bankruptcy Code sets forth different standards for
establishing that a plan is "fair and equitable" with respect to a dissenting
class, depending on whether the class is comprised of secured or unsecured
claims. In general, section 1129(b) of the Bankruptcy Code permits confirmation
notwithstanding non-acceptance by an Impaired class if that class and all junior
classes are treated in accordance with the "absolute priority" rule, which
requires that the dissenting class be paid in full before a junior class may
receive anything under the plan. It is anticipated that all classes of creditors
will either be paid in full or will vote to accept the Plan. The absolute
priority rule will therefore be met. Additionally, the holders of Claims and
Equity Interests which are impaired under the terms of the Plan are being
treated fairly, equitably and in a non-discriminatory manner, and the Debtors
will seek to confirm the Plan regardless of whether the holders of Claims and
Equity Interests in the impaired Classes vote to accept the Plan.

               With respect to a Class of unsecured claims that does not accept
the Plan, the Debtors must demonstrate to the Bankruptcy Court that either:

-         each holder of an unsecured claim in the dissenting Class receives or
          retains under such Plan property of a value equal to the allowed

                                    Page 145
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          amount of its unsecured claim; or

-         the holders of claims or holders of interests that are junior to the
          claims of the holders of such unsecured claims will not receive or
          retain any property under the Plan.

               Additionally, the Debtors must demonstrate that no class senior
to a non-accepting Impaired class receives more than payment in full on its
claims.

               If all the applicable requirements for confirmation of the Plan
are met as set forth in sections 1129(a)(1) through (13) of the Bankruptcy Code,
except that one or more Classes of Impaired Claims have failed to accept the
Plan under section 1129(a)(8) of the Bankruptcy Code, the Debtors will request
that the Bankruptcy Court confirm the Plan under the "cram down" procedures in
accordance with section 1129(b) of the Bankruptcy Code. The Debtors believe that
the Plan satisfies the "cram down" requirements of the Bankruptcy Code, but
cannot assure you either that the Bankruptcy Court will determine that the Plan
meets the requirements of section 1129(b) of the Bankruptcy Code or that at
least one Impaired Class of Claims will vote to accept the Plan, as required for
confirmation of a Plan under the "cram down" procedures.

4.       Classification of Claims and Interests

               The Debtors believe that the Plan meets the classification
requirements of the Bankruptcy Code which require that a plan of reorganization
place each claim or interest into a class with other claims or interests that
are "substantially similar."

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VI.      CERTAIN EFFECTS OF THE PLAN

A.       Reorganized Motient

               The Debtors will continue to be incorporated under amended
certificates or articles of incorporation as Delaware corporations as of the
Effective Date, with all of the powers of a corporation under applicable law.
After the Effective Date but prior to date on which the Cases are closed, the
Board of Reorganized Motient may merge or consolidate any of the Subsidiary
Debtors together or into Reorganized Motient and these actions will not require
the approval of the stockholders of any of the Reorganized Debtors. The
appropriate Reorganized Debtor will file Certificates of Merger or Consolidation
with the applicable Secretary of State in order to consummate any such merger or
consolidation.

               Under the Plan, Reorganized Motient will continue to be
incorporated under Delaware law on or before the Effective Date under the
Amended Certificate of Incorporation, and the subsidiaries of the Reorganized
Debtors will be established as subsidiaries of Reorganized Motient. As described
in section II.A., "New Motient Common Stock," the New Motient Common Stock will
be distributed to holders of Claims in Classes 3 and 6 according to the terms of
the Plan. The Amended and Restated Certificate of Incorporation and Bylaws of
Reorganized Motient will prohibit the issuance of nonvoting stock to the extent
required by section 1123(a) of the Bankruptcy Code. After the Effective Date,
Reorganized Motient may amend or modify its certificate of incorporation and
bylaws in any manner consistent with the Plan, as permitted under applicable law
and/or such certificate of incorporation and bylaws.

                                    Page 147
<Page>

               Except as otherwise expressly provided in the Plan, or any and
all documents executed in accordance with the Plan, on the Effective Date, the
Reorganized Debtors will be vested with all of the property of the Debtors'
Estates free and clear of all Claims, liens, encumbrances, charges and other
interests of creditors and equity security holders, and may operate their
businesses and may use, acquire, and dispose of property free of any
restrictions imposed by the Bankruptcy Code or the Bankruptcy Rules and in all
respects as if there were no pending cases under any chapter or provision of the
Bankruptcy Code. Except as may otherwise be ordered by the Bankruptcy Court, the
Debtors will have the right to cause any property of any Estate to vest in the
Reorganized Debtor designated for such purpose by the Debtors.

               The only business of the Reorganized Company will be conducted
through Communications, which operates a terrestrial-based business providing
customers wireless communication services.

B.       The Joint Plan of Reorganization

1.       Present Corporate Structure

         Motient and its affiliates are organized as follows.

                    Motient Corporation Present Stockholders

                               Motient Corporation
                                        |
                       -----------------|--------------------
                      |                                      |
            Motient Holdings Inc.               Motient Ventures Holding Inc.
       -------------|------------                               |
      |                          |                              |
Motient Communi-           Motient Ser-                 Mobile Satellite
cations Inc.                vices Inc.                    Ventures LP

                                    Page 148
<Page>

2.       Present Assets and Liabilities

               Their present assets and liabilities are as follows.

a.       Motient Corporation

         Assets:
         -     100% of stock in Holdings and Ventures
         -     Negligible other assets

         Liabilities:
         -     Rare Medium Disputed Claim of approximately $26.5 million
         -     Chase Securities Disputed Claim of approximately $1.5 million
         -     Guarantee of Senior Notes totaling approximately $335 million
               in principal (which is subordinate to Rare Medium's Disputed
               Claim)
         -     Various additional guarantees of certain obligations of Services
               and Communications
         -     Negligible other Claims

b.       Holdings

         Assets:
         -     100% of stock in Communications and Services
         -     Negligible other assets

         Liabilities:
         -     Issuer of Senior Notes which total  approximately $335 million
               in principal
         -     Negligible other Claims

c.       Communications

         Assets:
         -     Cash of approximately $26 to 27 million
         -     The Motient terrestrial network which is worth approximately
               $175

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<Page>

               to 250 million
         -     Negligible other assets

         Liabilities:
         -     Trade   debt   associated   with  the   terrestrial   network
               of approximately $4 to $5 million
         -     Guarantee of Senior Notes totaling approximately $335 million
         -     Equipment Leases necessary to operate the terrestrial network
         -     Real Estate Leases necessary to operate the terrestrial network
         -     Negligible other Claims

d.       Services

         Assets:
         -     $15 million contingent promissory note from MSV
         -     Negligible other assets

         Liabilities:
         -     Boeing Satellite  Disputed Claim of approximately  $1.5 million
         -     Guarantee of Senior Notes totaling  approximately $335 million
               in principal
         -     Negligible other Claims

e.       Ventures

         Assets:
         -     33% owner, subject to additional dilution, of MSV with an
               assumed value of approximately $54 million and potential
               significant future value
         -     $2.5 million contingent MSV promissory note

         Liabilities:
         -     Negligible

3.       Values Available In Separate Reorganizations

a.       Motient Corporation

         -     Allowed Senior Indebtedness Claims would be paid in

                                    Page 150
<Page>

               full due to the value of the assets in Ventures.

         -     All other Allowed Unsecured Claims would receive the remaining
               value in Ventures.
         -     There would be no value available from Holdings.
         -     The present  Equity  Interests in Motient  would  receive no
               recovery.

b.       Holdings

         -     There would be no value available from Holdings Equity Interest
               in Communications or Services.
         -     There would be no value available for Holdings to contribute to
               Motient.

c.       Communications

         -     A reorganization of Communications would probably result in the
               Allowed Trade Claims being paid in full and all other Allowed
               Unsecured Claims receiving new equity in Communications with a
               value in the range of $175 to $250 million.
         -     There would be no value available for Communications to
               contribute to Holdings.

d.       Services

         -     A reorganization of Services would result in no more than $15
               million value being available for its Allowed Unsecured Claims.
         -     There would be no value available for Services to contribute to
               Holdings.

4.       Reorganized Corporate Structure

                         The Debtors joint plan of reorganization provides for
the following organizational structure.

                                    Page 151
<Page>

                      Motient Corporation New Stockholders

                               Motient Corporation
                                        |
                       -----------------|--------------------
                      |                                      |
            Motient Holdings Inc.                          Newco

       -------------|------------                             |
      |                          |                            |
Motient Communi-           Motient Ser-                 Motient Ventures
cations Inc.                vices Inc.                    Holding Inc.
                                                              |
                                                              |
                                                        Mobile Satellite
                                                          Ventures LP

5.       Plan of Reorganization

a.       Motient Corporation

(1)      Treatment of Allowed Senior Indebtedness Claims

       - Newco is formed.
       - Newco owns Ventures and Ventures continues to own Motient's 33%
         interest in MSV with an assumed value of $54 million and potential
         significant future value and the $2.5 million contingent MSV
         promissory note.
       - Senior Indebtedness Notes from Newco are given in satisfaction of any
         Allowed Senior Indebtedness Claims. The only potential Senior
         Indebtedness Claim of which the Debtors are aware is the Disputed
         Claim of Rare Medium for approximately $26.5 million.
       - The negative covenants in the Senior Indebtedness Notes provide that
         any Allowed Senior Indebtedness Claims will have recourse to the value

                                    Page 152
<Page>

         of the MSV assets which have an assumed value of $54 million.

       - Therefore, any Allowed Senior Indebtedness Claims will be paid in
         full.

(2)      TREATMENT OF ALLOWED UNSECURED CLAIMS

       - These Claims include the Senior Note Claims and the Disputed Claim of
         Chase Securities.
       - To the extent these Claims are Allowed these creditors will be
         receiving New Motient Common Stock.

       - The per share value of the New Motient Common Stock on the Effective
         Date is estimated to be approximately $8.30, based on an assumed
         Enterprise Value of $266.5 million.

(3)      TREATMENT OF PRESENT EQUITY

       - Holders of common stock in Motient on the Confirmation Date will
         receive the Old Motient Equity Warrants subject to the Bankruptcy
         Court's right to deny this distribution if the Bankruptcy Court
         determines that it violates the confirmation standards set forth in
         section 1129(b)(2) of the Bankruptcy Code. b. Holdings

(1)      TREATMENT OF ALLOWED UNSECURED CLAIMS

       - They receive New Motient Common Stock.
       - The per share value of the New Motient Common Stock on the Effective
         Date is estimated to be approximately $8.30, based on an assumed
         Enterprise Value of $266.5 million.

(2)      TREATMENT OF PRESENT EQUITY

       - It is cancelled.
       - New Equity in Holdings is issued to Motient in exchange for Motient

                                    Page 153
<Page>

         issuing New Common Stock in satisfaction of the Allowed Unsecured
         Claims against Holdings.

c.       Communications

(1)      TREATMENT OF ALLOWED TRADE DEBT

       - They receive payment in full on the Effective Date, or such other
         terms as may be agreed.

(2)      TREATMENT OF SENIOR NOTES

       - They receive New Motient Common Stock.
       - The per share value of the New Motient Common Stock on the Effective
         Date is estimated to be approximately $8.30, based on an assumed
         Enterprise Value of $266.5 million.

(3)      Treatment of Present Equity

       - It is cancelled.
       - New Equity in Communications is issued to Holdings in exchange for
         Motient issuing New Common Stock in satisfaction of the Allowed
         Unsecured Claims against Communications.

d.       Services

(1)      Treatment of Allowed Unsecured Claims

       - They receive New Motient Common Stock.
       - The per share value of the New Motient Common Stock on the Effective
         Date is estimated to be approximately $8.30, based on an assumed
         Enterprise Value of $266.5 million.

(2)      Treatment of Present Equity

       - It is cancelled.
       - New Equity in Services is issued to Holdings in exchange for Motient
         issuing New Common Stock in satisfaction of the Allowed Unsecured
         Claims against Services.

                                    Page 154
<Page>

6.       Reorganized Assets and Liabilities

a.       Motient Corporation

                                     Assets:
       - 100% of stock in Holdings and Newco
       - The new stock in Holdings will have an estimated value of $175 to 250
         million.
       - The stock in Newco will have an estimated assumed value of $54 million
         reduced by the amount of any Allowed Senior Indebtedness Claims.
       - Negligible other assets

                                  Liabilities:
       - Negligible primary obligations

                                     Equity:
       - Distributed to Allowed Unsecured Claims against Motient, Holdings,
         Communications and Services as described herein plus the Old Equity
         Warrants are distributed as described herein subject to the provisions
         of the Plan.

b.       Holdings

                                     Assets:
       - New stock in Communications and Services

       - Negligible other assets

                                  Liabilities:
       - Negligible

                                     Equity:
       - Old Equity cancelled
       - New Equity issued to Motient

                                    Page 155
<Page>

c.       Communications

                                     Assets:
       - Cash of approximately $26 to 27 million
       - The Motient terrestrial network which is worth approximately $175 to
         250 million
       - Negligible other assets

                                  Liabilities:
       - Trade debt associated with the terrestrial network of approximately $4
         million to $5 million

       - Equipment Leases necessary to operate the terrestrial network
       - Real Estate Leases necessary to operate the terrestrial network
       - Negligible other Claims

                                     Equity:
       - Old Equity cancelled
       - New Equity issued to Holdings

d.       Services

                                     Assets:
       - $15 million contingent promissory note from MSV
       - Negligible other assets

                                  Liabilities:
        - Negligible

                                     Equity:
        - Old Equity cancelled
        - New Equity issued to Holdings

e.       Newco

                                     Assets:
        - 100% of stock in Ventures

                                  Liabilities:
        - Senior Indebtedness Notes

                                     Equity:

        - Equity issued to Motient

C.       Financial Projections and Valuation Analysis

                                    Page 156
<Page>

                     ACTUAL RESULTS MAY NOT MEET PROJECTIONS


                             The projections in this
                            disclosure statement are
                              based on a number of
                            significant assumptions.
                            Actual operating results
                              and values may vary.
         See section IV, "Risk Factors," for a discussion of some of the
                factors that could cause actual results to vary.


     The Debtors' management has prepared the Projections contained in this
      Disclosure Statement in connection with the development of the Plan.
        The numerical information in this Disclosure Statement, including
                               the Projections and
      liquidation and valuation analyses, has been prepared by the Debtors
         and does not constitute a representation or endorsement of the
       accuracy of such information by the Creditors' Committee or any of
                           the Debtors' other creditor
                                 constituencies.


      The Projections assume the Plan and the transactions it contemplates
             will be implemented in accordance with their terms. The
            assumptions and estimates underlying the Projections are
                     inherently uncertain and are subject to
            significant business, economic and competitive risks and
       uncertainties that could cause actual results to differ materially
       from those projected. Such uncertainties and other factors include
                       the Reorganized Debtors' ability to
       provide their services and products, access to adequate financing,
         ability to attract and retain key management personnel, general
          economic conditions, and other factors, including those risks

                                    Page 157
<Page>

                           discussed in this section.

           Accordingly, the Projections are not necessarily indicative
                of the future financial condition or results of
       operations of the Reorganized Debtors, which may vary significantly
                  from those set forth in the Projections. For
                  these reasons, the Projections should not be
                  regarded as a representation by the Debtors,
                   the Debtors' advisors, or any other person
                       that the Projections can or will be
                                    achieved.


        Moreover, the Projections do not account for potential effects on
          the Reorganized Company's operations that may result from the
      terrorist attacks that occurred on September 11, 2001. The effects of
                           these events on the overall
           global and U.S. economies, the Debtors' areas of business,
                and the Debtors' operations cannot be predicted.


       Moreover, as of the date of this Disclosure Statement, the Debtors
      have completed only a preliminary review of the proofs of claim that
       have been filed. Because distributions under the Plan and estimated
                             recoveries to creditors
        are linked to the amount of the Allowed Claims, any change in the
        Debtors' Claims estimates resulting from further analysis of the
         proofs of claim filed as of the Bar Date could impact creditor
                        recoveries. Claims estimates for
                        purposes of effectuating reserve
                               for Disputed Claims
                               will ultimately be
                               established, after
                             notice and hearing, by
                              the Bankruptcy Court.


                                    Page 158
<Page>

               In connection with the allocation of the distributions under the
Plan, the Debtors determined that it was necessary to estimate reorganization
values for the equity of Reorganized Motient to provide for equitable
distribution among Classes of Claims. Accordingly, Credit Suisse First Boston
prepared a valuation analysis of the Reorganized Company.

               In addition, the Debtors developed the Projections (summarized
below and in Exhibit C) to assess the value of the Reorganized Company
generally, and specifically the value of the New Motient Common Stock to be
distributed under the Plan. The projections and valuations set forth below and
in Exhibit C are based on a number of significant assumptions including, among
other things, the successful reorganization of the Debtors, an assumed Effective
Date of May 15, 2002 and no significant downturn in the specific markets in
which the Debtors operate.

1.       Valuation

               In connection with the restructuring, the Debtors determined that
it was necessary to estimate the value of the Reorganized Company, as of the
Effective Date and after giving effect to the restructuring. Accordingly, the
Debtors, with the advice and assistance of Credit Suisse First Boston ("CSFB"),
estimated the value of its business enterprise as reorganized pursuant to the
Plan. CSFB has undertaken certain valuation analyses to arrive at an estimate of
the Reorganized Company's enterprise value, based on information available as of
December 31, 2001, and financial, economic, market and other conditions as they
existed and could be evaluated by CSFB on such date and CSFB assumed that the
restructuring became effective on December 31, 2001.

                                    Page 159
<Page>

Although developments subsequent to such date may affect the results of CSFB's
analysis, CSFB does not have any obligation to update, revise or reaffirm its
analysis or its estimate of Reorganized Company's enterprise value. In addition,
the valuation analyses did not address any other aspect of the proposed
restructuring or any related transaction. The valuation analyses were prepared
for the information of the Board of Directors of Motient in connection with its
consideration of the restructuring and do not constitute a recommendation to any
holder of Claims or Equity Interests as to how to vote or act on any matter
relating to the Plan.

               In performing its valuation analyses, CSFB reviewed the Plan and
certain related documents, as well as certain publicly available business and
financial information relating to the Debtors. CSFB also reviewed other
information relating to the Debtors, including financial forecasts, which the
Debtors provided to or discussed with CSFB, and met with the management of the
Debtors to discuss the business and prospects of the Reorganized Company. CSFB
also considered financial data of the Debtors and compared that data with
similar data for other publicly held companies in businesses similar to the
Debtors and considered, to the extent publicly available, the financial terms of
restructurings and other similar transactions that have recently been effected.
CSFB also considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria that it deemed
relevant. CSFB's valuation analyses took into consideration both the value of
the Debtors' core business, as well as the value of the Debtors' ownership
interest in MSV.

                                    Page 160
<Page>

               With respect to valuing the Debtors' core business (i.e.,
excluding the Debtors' interest in MSV), CSFB used three principal methodologies
to assist the Debtors in estimating the value of the Reorganized Company, based
on the 2002 to 2008 financial projections attached as Exhibit C to this
Disclosure Statement, which were prepared by the Debtors (the "Reorganized
Debtors' Projections"): (i) a comparison of financial data of the Debtors
(including historical and projected financial data) with similar data for other
publicly held companies in businesses similar to the Debtors (the "Comparable
Company Analysis"), (ii) a comparison of comparable company valuations indicated
by recent acquisitions of such comparable companies (the "Comparable Acquisition
Analysis"), and (iii) a calculation of the present value of the free cash flows
reflected in the Reorganized Debtors Projections, including calculating the
terminal value of the business based upon a range of EBITDA multiples (the "DCF
Analysis").

               The Comparable Company Analysis involved identifying a group of
publicly traded companies whose businesses are comparable to those of the
Debtors as a whole or significant portions of the Company's operations, and then
calculating ratios of various financial results (i.e., revenue and EBITDA) to
the enterprise values of these companies based upon the public market value of
such companies' securities. The ranges of ratios derived were then applied to
the Debtors' historical and projected financial results to derive a range of
implied values. A similar analysis was undertaken with respect to recent mergers
and acquisitions involving comparable companies. The valuations paid in such
acquisitions or implied in such mergers were analyzed as ratios of various
financial results. These ratios were then applied to the Debtors' financial

                                    Page 161
<Page>

results and projections to determine a valuation range. The DCF Analysis
involved deriving the unlevered free cash flows that the Reorganized Company
would generate assuming the Reorganized Debtors Projections were realized. A
range of EBITDA multiples, based on those of mature comparable companies, was
then applied to the Reorganized Company's forecasted 2008 EBITDA to determine a
terminal value. The terminal value and the forecasted unlevered free cash flows
were then discounted to the present, using Reorganized Company's estimated
post-restructuring weighted average cost of capital to determine the Reorganized
Company's enterprise value.

               With respect to Motient's 33% ownership interest in MSV,3 CSFB
believes the value of MSV is largely dependent upon whether the FCC approves
MSV's application for terrestrial re-use of the Debtors' satellite spectrum.
CSFB is not in a position to assess the outcome of this regulatory process.
Accordingly, CSFB considered the most recent MSV transaction (the "November 26
Transaction") pursuant to which (i) Motient sold its satellite assets to MSV for
$84 million ($24 million in cash received in June of 2000 and $45 million in
cash and a $15 million promissory note at the transaction closing), (ii) TMI
Communications Inc. sold its satellite assets to MSV for $19 million ($7.5
million cash and a $11.5 million promissory note), (iii) Rare Medium invested
$50 million in MSV for a Convertible Note which converts into 30.8% of MSV, (iv)
an investor group invested $2.5 million in MSV for a Convertible Note, and (v)
Motient invested $2.5 million in MSV for a Convertible Note. The November 26
Transaction implies an equity value for MSV of $162 million and consequently an
equity value of Motient's 33% stake in MSV of approximately $54 million.

                                    Page 162
<Page>

               The future value of the Reorganized Company's stake in MSV could
range from a value of less than $54 million, to a value significantly in excess
of $54 million. The value of MSV may increase, possibly significantly, if the
FCC approves MSV's pending application for terrestrial re-use of its satellite
spectrum. However, the timing of a decision by the FCC is uncertain, and the FCC
is not expected to act on the pending application before mid-2002. Moreover,
even if the FCC approves MSV's pending application, the approval could be
subject to various conditions that might restrict MSV's ability to exploit the
opportunity represented by the terrestrial re-use of its satellite spectrum. In
addition, even with FCC approval, MSV would be at an early stage, development
enterprise with significant risks associated with its funding requirements,
business plan, technological obstacles, and other enterprise risks. Also, the
need to raise substantial amounts of funding to implement any subsequent
business plan could so dilute the Reorganized Company's interest as to offset
any increase in value that might otherwise have accrued. For these reasons, the
Debtors are not able, and believe it is inappropriate, to attempt to speculate
as to the possible future increase in value of the MSV interest.

               Of course, if there are developments involving MSV prior to the
Confirmation Hearing that cause the Debtors to believe that the Reorganized
Company's stake in MSV will be worth materially more or less than $54 million,
the Debtors will revise their estimate of the Reorganized Company's Enterprise
Value accordingly.

               In connection with its review, CSFB did not assume any

                                    Page 163
<Page>

responsibility for independent verification of any of the information that it
was provided, or otherwise reviewed, and relied on that information being
complete and accurate in all material respects. With respect to financial
forecasts, CSFB was advised, and assumed, that the forecasts were reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the Debtors' management as to the future financial performance of
the Debtors after giving effect to the proposed restructuring. CSFB also assumed
that the Plan will conform with the draft reviewed by it in all respects
material to its analysis. In addition, CSFB assumed that the restructuring would
be completed in accordance with the terms of the Plan without any amendments,
modifications or waivers and also assumed that in the course of obtaining the
necessary judicial, regulatory and third party consents for the proposed
restructuring and related transactions, there will be no delays, modifications
or restrictions imposed that will have a material adverse effect on the
contemplated benefits of the proposed restructuring to the Debtors. CSFB was not
requested to, and did not, make an independent evaluation or appraisal of the
assets or liabilities, contingent or otherwise, of the Debtors, and were not
furnished with any such evaluations or appraisals. Neither CSFB's valuation
analysis nor the estimate of Reorganized Company's enterprise value indicated
thereby constitute an opinion as to the fairness to holders of any Claims or
Equity Interests from a financial point of view of the consideration to be
received pursuant to the Plan. In addition, with respect to the November 26
Transaction involving MSV, CSFB did not and are not opining upon the fairness of
that transaction. However, as indicated above, CSFB is using that transaction as
the benchmark for estimating Motient's interest in MSV.

                                    Page 164
<Page>

               The preparation of valuation analyses is a complex analytical
process involving various determinations as to the most appropriate and relevant
methods of financial analysis and the application of those methods to particular
facts and circumstances, many of which are beyond the control of the Debtors and
CSFB. The valuation range indicated by CSFB's analyses is not necessarily
indicative of the prices at which the common stock or other securities of the
Reorganized Company may be bought or sold or predictive of future financial
results or values, which may be significantly more or less favorable than those
indicated by the analyses. Accordingly, CSFB's analyses and the estimates
indicated thereby are inherently subject to substantial uncertainty.

               CSFB has advised the Debtors that, based upon and subject to the
foregoing, as of December 31, 2001, CSFB's valuation analyses indicated that the
estimated enterprise value of the Debtors after giving effect to the Plan and
excluding its stake in MSV would be between $175 million and $250 million.
Assuming that Motient's interest in MSV has a value of $54 million, the
estimated Enterprise Value of the Debtors after giving effect to the Plan and
including its stake in MSV would be between $229 million and $304 million.

               The Creditors' Committee also has engaged a financial advisor who
may prepare a valuation. This valuation could be materially less than the
valuation of CSFB. The Creditors' Committee will file an expert report pursuant
to Local Rules as to any valuation report that it intends to use at the

                                    Page 165
<Page>

Confirmation Hearing.

--------------------------------------------------------------------------------

             Note on Estimates of Value in this Disclosure Statement

            Estimates of value do not purport to be appraisals nor do
           they necessarily reflect the values that may be realized if
           individual assets of the Reorganized Company or the entire
                               Reorganized Company
                were to be sold. The estimates of value represent
                     hypothetical enterprise values for the
             Reorganized Company assuming the implementation of the
                   Reorganized Company's business strategies
          as well as other significant assumptions. Such estimates were
                 developed by the Debtors solely for purposes of
            formulating and negotiating a plan of reorganization and
              analyzing the projected recoveries under the Plan and
           should not be viewed as an estimate of the prices at which
                    the securities of the Reorganized Company
              will trade on the public or private capital markets.

--------------------------------------------------------------------------------

D.       The Role of the Creditors' Committee

               The duties of the Creditors' Committee will terminate and the
Creditors' Committee will dissolve on the later of (i) the Effective Date or
(ii) the conclusion of any litigation by or on behalf of the Estates against
Rare Medium.

E.       Post-Confirmation Jurisdiction of the Bankruptcy Court

               On and after the Effective Date, the Bankruptcy Court will retain
jurisdiction over all matters arising in, arising under, and related to the
Reorganization Cases for, among other things, the following purposes:

(a)      to hear and determine applications for the assumption or rejection of

                                    Page 166
<Page>

         executory contracts or unexpired leases and the allowance of resulting
         Claims;

(b)      to determine any motion, adversary proceeding, avoidance action,
         application, contested matter, and other litigated matter pending on
         or commenced after the Confirmation Date, including without
         limitation, any claim or cause of action asserted against Rare Medium;

(c)      to ensure that distributions to holders of Allowed Claims are
         accomplished as provided in the Plan;

(d)      to consider Claims or the allowance, classification, priority,
         compromise, estimation, or payment of any Claim, Administrative
         Expense Claim, or Equity Interest;

(e)      to enter, implement, or enforce appropriate orders if the Confirmation
         Order is for any reason stayed, reversed, revoked, modified, or
         vacated;

(f)      to issue injunctions, enter and implement other orders, and take other
         necessary or appropriate actions to restrain interference by any
         person with the consummation, implementation, or enforcement of the
         Plan of Reorganization, the Confirmation Order, or any other order of
         the Bankruptcy Court;

(g)      to hear and determine any application to modify the Plan of
         Reorganization in accordance with section 1127 of the Bankruptcy Code,
         to remedy any defect or omission or reconcile any inconsistency in the
         Plan, the Disclosure Statement, or any order of the Bankruptcy Court,
         including the Confirmation Order, in such a manner as may be necessary

                                    Page 167
<Page>

         to carry out the purposes and effects thereof;

(h)      to hear and determine all Fee Claims;

(i)      to hear and determine disputes arising in connection with the
         interpretation, implementation, or enforcement of the Plan, the
         Confirmation Order, any transactions or payments contemplated thereby,
         or any agreement, instrument, or other document governing or relating
         to any of the foregoing;

(j)      to take any action and issue orders necessary to construe, enforce,
         implement, execute, and consummate the Plan, including any release or
         injunction provisions set forth in the Plan, or to maintain the
         integrity of the Plan following consummation;

(k)      to determine such other matters and for such other purposes as may be
         provided in the Confirmation Order;

(l)      to hear and determine matters concerning state, local, and federal
         taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
         Code;

(m)      to hear and determine  any other  matters  related to the Plan and not
         inconsistent  with  the  Bankruptcy  Code and  title 28 of the  United
         States Code;

(n)      to enter a final decree closing the Reorganization Cases; and

(o)      to recover all assets of the Debtors and property of the Estates,
         wherever located.

                                    Page 168
<Page>

--------------------------------------------------------------------------------

         Exceptions to Post-Reorganization Bankruptcy Court Jurisdiction


           The Bankruptcy Court may not have jurisdiction over, or may
             abstain from hearing, certain disputes arising under or
            relating to the New Motient Common Stock, the Old Motient
               Equity Warrants, or any agreements related thereto,
           notwithstanding the provisions that contemplate continuing
                   Bankruptcy Court jurisdiction in the Plan.

--------------------------------------------------------------------------------

VII.                            HISTORICAL INFORMATION

A.       Business Overview

               Motient Corporation was formed in 1988 under the name "American
Mobile Satellite Corporation" to construct, launch, and operate a mobile
satellite services system to provide a full range of mobile voice and data
services via satellite to land, air and sea-based customers subject to local
regulation.

               In March 1998, Motient acquired Motient Communications Inc.,
formerly ARDIS Company, from Motorola, Inc. and combined the ARDIS
terrestrial-based business with Motient's satellite-based business to offer a
broad range of integrated end-to-end wireless solutions through two network
configurations, either a "satellite-only" service network or a "multi-mode"
terrestrial and satellite service network. As discussed in greater detail below,
Motient's satellite and related assets and business were sold on November 26,
2001 to Mobile Satellite Ventures LP.

                  The Debtors now provide nationwide two-way, wireless mobile
data services and mobile Internet services. The Debtors' customers use the

                                    Page 169
<Page>

the Debtors' nationwide terrestrial data network and applications for email
messaging and other sophisticated wireless data communications services,
enabling businesses, mobile workers and consumers to transfer electronic
information and messages and access corporate databases and the Internet.

               The Debtors' network is designed to offer a broad array of
wireless data services such as: (i) two-way mobile Internet services, including
its eLink(sm) wireless email service and BlackBerry(TM) by Motient wireless
email, that provide users integrated wireless access to a broad range of
corporate and Internet email and Internet-based information, (ii) telemetry
systems that connect remote equipment, such as wireless point-of-sale terminals,
with a central monitoring facility, and (iii) mobile data fleet management
systems used by large field service organizations.

               The Debtors have been providing terrestrial wireless services to
customers for several years, using a network which possesses four key design
attributes: (1) two-way communication, (2) in-building penetration, (3) user
mobility, and (4) broad nationwide coverage. The Debtors' fully-deployed
terrestrial wireless two-way data network is comprised of over 2,200 base
stations that provide service to 520 of the nation's largest cities and towns,
including all metropolitan statistical areas. As of December 31, 2001, there
were approximately 250,585 end users on the Debtors' networks, excluding
satellite related subsidiaries.

               As of February 1, 2002, the Debtors employed approximately 356
full and part-time employees nationwide.

                  Motient conducts all of its business through subsidiaries.

                                    Page 170
<Page>

Motient Holdings Inc. is a holding company that has no employees, conducts no
operations and holds no assets other than its investment in Motient
Communications Inc. and Motient Services Inc. All of the Debtors are Delaware
corporations.

               Motient's common stock began trading on the NASDAQ National
Market on December 13, 1993. The Debtors voluntarily delisted Motient's common
stock on January 14, 2002.

               In connection with Motient's acquisition of Motient
Communications Inc. (formerly ARDIS) from Motorola in March 1998, Motient
Holdings Inc. issued the Senior Notes. As of the Commencement Date, Motient
Holdings Inc. owed an aggregate of approximately $367.7 million in principal and
accumulated interest under the Senior Notes. The Senior Notes are unsecured
obligations of Motient Holdings Inc. guaranteed by Motient and certain
subsidiaries of the Debtors. The guarantee of Motient with respect to the Senior
Notes is subordinated in right of payment to Motient's obligations under the
Rare Medium Notes.

B.       Significant Recent Events

               In April 2001, Motient issued a $25 million note payable to Rare
Medium. Motient's obligation to repay this note was secured by its pledge of 3
million shares of Class A common stock of XM Satellite Radio Holdings Inc. ("XM
Radio") held by Motient.

               On May 14, 2001, Motient signed a definitive merger agreement
with Rare Medium through which Motient would acquire 100% of the ownership of
Rare Medium, using a combination of convertible preferred stock of Motient, and
9 million shares of Class A common stock of XM Radio held by Motient.

                                    Page 171
<Page>

               In July 2001, Motient issued a second $25 million note payable to
Rare Medium (together with the initial $25 million note, the "Rare Medium
Notes"). Motient's obligation to repay this note was secured by its pledge of
2 million shares of Class A common stock of XM Radio held by Motient.

               On September 26, 2001, Motient announced a plan to restructure
its operations with the goal of achieving earnings before interest, taxes,
depreciation and amortization - or EBITDA breakeven in mid- to late-2002. As
part of this restructuring, Motient laid off approximately 25% of its workforce,
and canceled certain of its product initiatives. Motient effected additional
workforce reductions in January and February 2002, reducing the workforce by
approximately 12 employees.

               On October 1, 2001, Motient and Rare Medium announced their
mutual termination of the merger agreement.

               Also on October 1, 2001, Motient announced that it would not make
the $20.5 million semi-annual interest payment that was due on such date under
the Senior Notes.

               On October 12, 2001, Motient repaid approximately $26.1 million
of principal and accrued interest under the Rare Medium Notes by delivering to
Rare Medium all of the 5,000,0000 shares of Class A common stock of XM Radio
pledged under the Rare Medium Notes. Motient also signed an agreement with Rare
Medium providing that the maturity date for the remaining outstanding principal
and accrued interest amount of approximately $26.2 million was extended until
the earlier of (a) 60 days and (b) the date on which Motient sells or otherwise
transfers more than 1 million shares of XM Radio

                                    Page 172
<Page>

stock or any interest in Mobile Satellite Ventures, and would be further
extended to October 12, 2002 upon Rare Medium receiving a second priority
security interest for such loan in the assets securing Motient's obligations to
its bank lenders and Bank Guarantors (as defined below).

               Prior to the Commencement Date, the Debtors' working capital and
operational financing was derived primarily from internally generated funds and
borrowings under two bank loan facilities, a $100 million term loan facility,
and a $100 million revolving credit facility (collectively, the "Bank
Facility"). The Debtors' borrowings under the Bank Facility were guaranteed by
Hughes Electronics Corporation, Singapore Telecommunications Ltd., and Baron
Capital Partners L.P. (the "Bank Guarantors"). The indebtedness under the Bank
Facility was also guaranteed by Motient and certain of its subsidiaries and was
secured by certain assets of Motient. Motient also was required to reimburse the
Bank Guarantors for any payments made by the Bank Guarantors pursuant to their
guarantees.

               On November 6, 2001, the agent for the bank lenders under the
Bank Financing declared all loans under the Bank Financing immediately due and
payable, due to the existence of several events of default under the Bank
Financing. On the same date, the bank lenders sought payment in full from the
Bank Guarantors for the accelerated loan obligations. The Bank Guarantors repaid
all such loans on November 14, 2001 in the amount of approximately $97.6
million. As a result, Motient had a reimbursement obligation to the Bank
Guarantors in the amount of $97.6 million, which included accrued interest and
fees.

                                    Page 173
<Page>

               On November 19, 2001, Motient sold 500,000 shares of XM Radio
common stock owned by it through a broker for $9.50 per share, for aggregate
proceeds of $4,750,000. The net proceeds from this sale were paid to the Bank
Guarantors, thereby reducing the amount of Motient's reimbursement obligation to
the Bank Guarantors by such amount. Also on November 19, 2001 Motient delivered
all of its remaining 9,257,262 shares of XM Radio common stock owned by it to
the Bank Guarantors in full satisfaction of the entire remaining amount of
Motient's reimbursement obligations to the Bank Guarantors. Upon delivery of
these shares, the Bank Guarantors released Motient from all of its remaining
obligations to the Bank Guarantors under the Bank Financing and the related
guarantees and reimbursement and security agreements. Motient delivered
7,108,184 shares to Hughes Electronics Corporation, 964,640 shares to Singapore
Telecommunications, Ltd., and 1,184,438 shares to Baron Capital Partners, L.P.

               As a result of the delivery of the shares of XM Radio common
stock described above, the maturity of the Rare Medium Notes was accelerated to
November 19, 2001.

               On November 26, 2001, Motient sold the assets comprising its
satellite communications business to Mobile Satellite Ventures LP, a joint
venture with certain other parties, including TMI Communications and Company
Limited Partnership ("TMI"), the Canadian satellite services provider. In
consideration for its satellite business assets, Motient received the following:
(i) a $24 million cash payment in June 2000, (ii) a $45 million cash payment
paid at closing, and (iii) a 5-year $15 million note. In this transaction, TMI
also contributed its satellite communications business assets to Mobile
Satellite Ventures. In addition, Motient purchased a $2.5 million

                                    Page 174
<Page>

convertible note issued by Mobile Satellite Ventures as part of this
transaction, and certain other investors, including a subsidiary of Rare Medium,
purchased a total of $52.5 million of convertible notes. On a fully diluted
basis, Motient owns approximately 25.5% of the equity of Mobile Satellite
Ventures.

C.       Events Leading to Chapter 11 and the Need to Reorganize

               As described above, during 2001 Motient undertook a variety of
transactions to address its liquidity needs. For a variety of factors, Motient
has not been able to accelerate revenue growth at the pace required to enable it
to generate cash in excess of its operating expenses. These factors include
competition from other wireless data suppliers and other wireless communications
providers with greater resources, cash constraints that have limited Motient's
ability to generate greater demand, unanticipated technological and development
delays, and general economic factors. During 2001, in particular, Motient's
efforts were also hindered by the downturn in the economy and poor capital and
financing market conditions.

               One of the principal reasons Motient pursued the Rare Medium
merger was to gain access to cash held by Rare Medium. As a result of the
termination of the Rare Medium merger on October 1, 2001, Motient did not
receive the anticipated cash from that transaction that would have allowed it to
fund certain debt and interest payment obligations. Accordingly, on October 1,
2001, Motient announced that it would not make the $20.5 million semi-annual
interest payment due on the Senior Notes on such date. As of October 31, 2001,
this failure constituted an event of default under the indenture governing the

                                    Page 175
<Page>

Senior Notes. On November 26, 2001, the trustee declared all amounts owed under
the Senior Notes immediately due and payable.

               Following these events, the Debtors determined that the continued
viability of their businesses requires restructuring their highly leveraged
capital structure. In October 2001, the Debtors retained Credit Suisse First
Boston ("CSFB") as financial advisors to assist them in restructuring their
debt. Shortly thereafter, CSFB and Motient began meeting with the Debtors'
principal creditor constituencies, represented by (a) Bank Guarantors, (b) the
Informal Committee, and (c) Rare Medium.

               In January 2002, the Debtors and the Informal Committee reached
an agreement in principle with respect to the primary terms of the Plan.
Notwithstanding the liquidity problems that the Debtors have encountered, the
Debtors believe that their business strategy remains fundamentally viable. The
Debtors have determined that the continued viability of their businesses
requires a restructuring of their highly leveraged capital structure. The
Debtors will seek to achieve this result through the restructuring embodied in
the Plan.

               On January 10, 2002, the Debtors filed for protection under
chapter 11 of the Bankruptcy Code.

               The projections attached as Exhibit C to this Disclosure
Statement represent the estimates of the Debtors' management of the forecasted
financial results for the Reorganized Debtors based on their current knowledge
and current facts and circumstances applicable to the Debtors' business.
Nonetheless, the Reorganized Debtors' actual financial results may vary from

                                    Page 176
<Page>

those projected and the Debtors do not represent that the Reorganized Debtors
can or will achieve the projected financial results. See section VI.C.,
"Financial Projections and Valuation Analysis" for a discussion of factors that
may affect the financial results of the Reorganized Company.

D.       Significant Claims Against the Debtors

               The Debtors have several significant claims of creditors against
them, as follows:

1.       Senior Note Claims

               In March 1998, Motient acquired Communications (formerly ARDIS)
from Motorola. In conjunction therewith, Holdings issued the Series A and B
12.25% Senior Notes due 2008 (the "Senior Notes"). The Senior Notes are
unsecured. Motient, Communications and Services guaranteed the Senior Notes. As
of the Commencement Date, the outstanding balance of the Senior Notes was
approximately $367.7 million of principal and interest. The guarantee of the
Senior Notes by Motient is subordinated in right of payment to Motient's
obligations under the Rare Medium Notes.

2.       Rare Medium Claim

               In April 2001, Motient issued a note payable to Rare Medium in
the amount of $25 million. In July 2001, Motient issued a second note payable to
Rare Medium in the amount of $25 million. Motient's obligations to repay the
notes was secured by Motient's pledge of 5 million shares of Class A common
stock of XM Satellite Radio Holdings, Inc. (the "XM Stock"). On October 12,
2001, Motient repaid approximately $26.2 million of principal and accrued
interest under the notes by delivering to Rare Medium all of the 5 million
shares

                                    Page 177
<Page>

of XM Stock. The remaining balance owed to Rare Medium was approximately $26.2
million, which is unsecured, but Rare Medium is senior to the Senior Notes in
right of payment by Motient. Because of the circumstances of these transactions,
the Debtors dispute the Rare Medium Claim.

3.       Boeing Satellite Claim

               Services was a party to that certain MSAT Spacecraft Contract
dated December 10, 1990 with Boeing Satellite. Upon information and belief,
Boeing Satellite asserts a claim against Services on account of the contract in
the approximate amount of $1.4 million. To the extent that the contract is
executory, Services intends to reject the contract. Services also disputes that
it has any liability to Boeing Satellite on account of the contract.

4.        Chase Securities Claim

                           Upon information and belief, Chase Securities asserts
a claim against Motient in the approximate amount of $1.5 million on account of
a letter agreement between Motient and Chase Securities dated April 3, 2001
pertaining to financial advisory services regarding a potential transaction
between Motient and Rare Medium. The transaction was not consummated, and
Motient disputes any liability to Chase Securities.

5.        Motorola

               Communications is a party to several contracts with Motorola,
Inc. ("MI") and/or Motorola Credit Corporation ("MCC") (collectively,
"Motorola"). Under these agreements, Communications purchases equipment from
Motorola, from time to time, for the base stations which support the terrestrial
business, and Motorola provides maintenance services with respect to certain of

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such base stations. Communications' obligations to MCC in respect of amounts
borrowed by Communications to finance the purchase of equipment are outstanding
in the approximate amount of $3.3 million, and the obligations are secured by
the equipment which Communications purchases; additionally, Motient guarantees
such obligations. Motorola has guaranteed Communications' obligations under an
agreement with United Parcel Service, and Motient has agreed to indemnify
Motorola on account of the guaranty. By previous motion filed herein, the
Debtors have sought the authority of the Bankruptcy Court to assume executory
contracts with Motorola.

6        RIM

               Communications is a party to certain contracts with Research in
Motion Corporation ("RIM Corporation") and/or Research in Motion Limited ("RIM
Limited") (collectively, "RIM"). These agreements are critical to the
terrestrial business because the give the Debtors a supply of BlackBerry(TM)
messaging units, and the ability to continue to use the BlackBerry(TM) name. By
previous motion filed herein, the Debtors have sought the authority of the
Bankruptcy Court to assume executory contracts with RIM.

               Under the agreements with RIM, Communications has a non-exclusive
right to distribute RIM's BlackBerry(TM) service and software in the United
States to its customers and its resellers and their end users. It is required to
pay RIM a fee per subscriber, which is factored into the end user fees. The term
of the agreement is 18 months with three consecutive automatic renewals of 18
months each. The other agreements with RIM include: (i) a supply agreement
pursuant to which Communications has the right to purchase handheld

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devices manufactured by RIM, and (ii) a reseller agreement, pursuant to which
RIM sells its BlackBerry(TM) brand wireless email service on the network.

VIII.    THE CASES

A.       Continuation of Business After the Commencement Date

               Since the Commencement Date, the Debtors have continued to
operate their business in the ordinary course as debtors-in-possession under
sections 1107 and 1108 of the Bankruptcy Code. As described in greater detail
below, a variety of steps have been and will be taken to strengthen and enhance
the value of the Debtors' business during these cases.

1.       Board of Directors

               The Debtors' Board of Directors currently consists of five
members, including Jonelle St. John, Billy J. Parrot, Andrew Quartner, and Gary
M. Parsons and Walter V. Purnell, Jr. Messrs. Parsons and Purnell are the two
representatives of the Debtors' senior management.

2.       Management

               The Debtors' management team consists of Gary M. Parsons,
Chairman of the Board, Walter V. Purnell, Jr., President and Chief Executive
Officer, W. Bartlett Snell, Senior Vice President and Chief Financial Officer,
Dennis W. Matheson, Senior Vice President and Chief Technical Officer, and David
H. Engvall, Vice President, General Counsel and Secretary. Messrs. Parsons and
Purnell are also members of the Debtors' Board of Directors. The Debtors'
officers are anticipated to continue their employment and will be compensated in
the ordinary course of business. For details regarding officer compensation paid

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in the ordinary course of 2001, see the Debtors' Statement of Financial Affairs
filed on January 18, 2002.

a.       Gary M. Parsons

               Mr. Parsons is the Chairman of Motient's board of directors and
was formerly the Chief Executive Officer and President of Motient. Mr. Parsons
also serves as the Chairman of the board of directors of XM Radio and Mobile
Satellite Ventures LP. Mr. Parsons joined Motient from MCI Communications
Corporation where he served in a variety of executive roles from 1990 to 1996,
including most recently as Executive Vice President of MCI Communications, and
as Chief Executive Officer of MCI's subsidiary MCImetro, Inc. From 1984 to 1990,
Mr. Parsons was one of the principals of Telecom*USA, which was acquired by MCI.
Mr. Parsons also serves on the board of directors of Sorrento Networks
Corporation.

b.       Walter V. Purnell, Jr.

               Mr. Purnell has been a Motient director and Motient's Chief
Executive Officer since January 1999 and has been the President of Motient since
March 1998. Mr. Purnell also serves as a director of Mobile Satellite Ventures
LP. Previously, Mr. Purnell was President and Chief Executive Officer of ARDIS
Company since September 1995. Before that, Mr. Purnell served as the chief
financial officer of ARDIS since its founding in 1990. Before 1990, Mr. Purnell
held a broad range of senior executive positions with IBM over 23 years, with
financial responsibility over significant telecommunications and other business
divisions, both domestically and internationally.

c.       W. Bartlett Snell

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               Mr. Snell has been Motient's Senior Vice President and Chief
Financial Officer since March 1999. Mr. Snell also serves as a Director of
Mobile Satellite Ventures LP. Mr. Snell was formerly the Senior Vice President
and Chief Financial Officer at Orbcomm Global, L.P. which he joined in 1996.
Prior to joining Orbcomm, Mr. Snell spent 16 years at IBM in a variety of
leadership positions in diverse business areas.

d.       Dennis W. Matheson

               Mr. Matheson has been Motient's Senior Vice President and Chief
Technology Officer since March 2000. From 1993 to March 2000, Mr. Matheson held
other technical positions with Motient, most recently as Vice President of
Engineering and Advanced Technology. Before joining Motient, Mr. Matheson was
Senior Manager of Systems Architecture for Bell Northern Research, a subsidiary
of Northern Telecom. Prior to that, he held various positions with Northern
Telecom and Bell Northern Research within the design and product management
organizations, and before that he held various engineering positions with Texas
Instruments.

e.       David H. Engvall

               Mr. Engvall has served as Vice President, General Counsel and
Secretary of Motient since May 2001. From April 2000 to May 2001, Mr. Engvall
served as Vice President, Executive Counsel and Assistant Secretary of Motient,
and from April 1999 to April 2000, Mr. Engvall served as Executive Counsel and
Assistant Secretary of Motient. From September 1996 to April 1999, Mr. Engvall
served as Assistant Vice President and Corporate Counsel of US Office Products
Company, a national office supply company. Previously, Mr. Engvall was

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associated with the law firms of Sullivan & Cromwell and Hogan & Hartson
L.L.P.

3.       Stabilizing Operations

               Both before and after the Commencement Date, the Debtors have
taken actions to stabilize operations. The Debtors' management is actively and
regularly reaching out to its customers, vendors and other business partners to
assure them that these cases will not affect the Debtors' ability to operate and
honor trade terms on a going-forward basis. At the same time, management has
addressed and will continue to address the many emergencies and other matters
which are incidental to the commencement of complex Chapter 11 cases, including
responding to a multitude of inquiries by employees, unsecured creditors, the
Creditors' Committee and its professionals, and others.

4.       First Day Motions

               Together with their petitions for relief, the Debtors filed a
number of "first day" motions on the Commencement Date. In addition to these
motions seeking affirmative or injunctive relief (some of which are discussed
below), several sought administrative relief necessary to permit the Debtors to
operate in the Reorganization Cases. Capitalized terms used in this section and
not defined in this Disclosure Statement have the definitions that are used in
the applicable motion. The Debtors' first day motions included motions for
orders:

-     authorizing the Debtors to mail initial notices and to file a list of
      creditors in lieu of a creditor matrix;

-     authorizing the retention of the Debtors' professionals and a noticing,

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      claims and Voting Agent;

-     authorizing payment of prepetition sales and use taxes and continued
      compliance with licensing and regulatory requirements;

-     authorizing the continued use of the Debtors' existing bank accounts and
      business forms;

-     authorizing the joint administration of the Debtors' cases;

-     authorizing the Debtors to satisfy prepetition claims held by certain
      essential trade vendors and suppliers;

-     authorizing the Debtors to honor certain prepetition customer programs and
      practices;

-     authorizing the payment of certain prepetition employee obligations;

-     authorizing the payment of severance benefits;

-     authorizing the employment of certain ordinary course professionals;

-     determining procedures governing adequate assurance of future performance
      with utility companies;

-     approving an administrative order limiting notice to certain parties;

-     authorizing the Debtors to maintain their existing cash management system;

-     approving certain investment guidelines;

-     shortening the notice period for filing objections and on hearing to
      approve the disclosure statement and plan;

-     authorizing the continuation of performance under certain agreements with
      MSV;

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-     establishing a bar date for filing certain proofs of claim; and

-     establishing interim compensation procedures for professionals.

Each of these motions was granted, in whole or in part, by the Bankruptcy Court.
Nothing in the Plan will preclude the Reorganized Debtors from paying Claims
that the Debtors were authorized to pay under any Final Order entered by the
Bankruptcy Court before the Confirmation Date.

5.       Additional Motions Filed by the Debtors

               In addition to the "first day" motions, the Debtors have filed or
expect to file various other motions, among others, seeking orders:

-     authorizing the Debtors to assume certain executory contracts with
      Research In Motion Limited and Research in Motion Corporation;

-     authorizing the employment of McGuireWoods LLP as Debtors' counsel;

-     authorizing the employment of Hogan & Hartson LLP as special corporate
      counsel;

-     authorizing the payment of regularly scheduled employee bonuses;

-     shortening the notice period for filing objections and on hearing to
      consider approval of the disclosure statement;

-     authorizing the Debtors to assume certain executory contracts with
      Motorola;

-     establishing voting procedures; and

-     authorizing the finalization of the sale of certain frequencies to Nextel.

B.       Case Administration

1.       Bar Date

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               In accordance with Bankruptcy Rules 3003(c) and 9029, by order
dated January 11, 2002 the Bankruptcy Court established March 1, 2002 (the "Bar
Date") as the final date for filing proofs of claims against the Debtors,
subject to certain exceptions. Pursuant to Bankruptcy Rule 3003(c)(2), any
creditor: (a) whose Claim (i) was not scheduled by the Debtors or (ii) was
scheduled as disputed, contingent or unliquidated, and (b) who failed to file a
proof of claim on or before the Bar Date, will not be treated as a creditor with
respect to that Claim for purposes of voting on the Plan or receiving a
distribution under the Plan.

               The Debtors may object to any Claims, including Claims that are
duplicate, excessive or otherwise meritless Claims.

2.       Exclusivity

               The Debtors filed the Plan on January 17, 2002. Section 1121(b)
of the Bankruptcy Code provides that, until 120 days after the order for relief,
a debtor has the exclusive right to file a plan of reorganization (the
"Exclusive Filing Period"). Additionally, section 1121(c)(3) of the Bankruptcy
Code provides that exclusivity is extended for an additional 60 days (for a
total of 180 days) to solicit acceptances to the plan if the debtor files a plan
during the Exclusive Filing Period.

3.       Schedules and Statement of Financial Affairs

               The Debtors filed their Schedules of Assets and Liabilities,
lists and Statement of Financial Affairs on January 18, 2002. The Debtors
reserve their rights to amend such Schedules, lists and Statement of Financial
Affairs as may be necessary.

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4.       Information and Estimates

               In their Schedules of Assets and Liabilities, and statement of
financial affairs and executory contracts and in this Disclosure Statement, the
Debtors estimated the approximate aggregate allowed amounts of Claims, and the
projected recoveries thereon under the Plan. These estimates are preliminary and
tentative given the limited review and analysis undertaken to date.

               These amounts represent estimates by the Debtors based on current
information only. The Debtors make no representation as to the extent to which
these estimates may ultimately prove accurate in light of actual claims and the
resolution of claims disputes. For information regarding the limitations on and
uncertainties of these estimates, see section VI.B., "Financial Projections and
Valuation Analysis," above.

5.       Preferences and Fraudulent Conveyances

               Under the Bankruptcy Code, a debtor may seek to recover, through
adversary proceedings in the bankruptcy court, certain transfers of the debtor's
property, including payments of cash, made while the debtor was insolvent during
the 90 days immediately before the commencement of the bankruptcy case (or, in
the case of a transfer to or on behalf of an "insider," one year before the
commencement of the bankruptcy case) in respect of antecedent debts to the
extent the transferee received more than it would have received on account of
such preexisting debt had the debtor been liquidated under chapter 7 of the
Bankruptcy Code. Such transfers include cash payments, pledges of security
interests or other transfers of an interest in property. In order to be
preferential, such payments must have been made while the debtor was insolvent;
debtors are rebuttably presumed to have been insolvent during the

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90-day preference period. The Bankruptcy Code's preference statute can be very
broad in its application because it allows the debtor to recover payments
regardless of whether there was any impropriety in such payments.

               However, there are certain defenses to such claims. For example,
transfers made in the ordinary course of the debtor's and the transferee's
business according to ordinary business terms are not recoverable. Furthermore,
if the transferee extended credit contemporaneously with or subsequent to the
transfer, and before the commencement of the bankruptcy case, for which the
transferee was not repaid, such extension constitutes an offset against an
otherwise recoverable transfer of property. If a transfer is recovered by a
debtor, the transferee has a general unsecured claim against the debtor to the
extent of the recovery.

               Under the Bankruptcy Code and under various state laws, a debtor
may also recover or set aside certain transfers of property (fraudulent
transfers), including the grant of a security interest in property, made while
the debtor was insolvent or which rendered the debtor insolvent or
undercapitalized to the extent that the debtor received less than reasonably
equivalent value for such transfer.

               If a settlement cannot be negotiated with respect to the Rare
Medium Claim, 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. To the extent Rare Medium is determined to
have an Allowed Claim, it will receive a Senior Indebtedness Note for the
Allowed amount of the Rare Medium Claim.

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               Motient owes Rare Medium approximately $26 million. In October
2001, Motient agreed to allow Rare Medium to convert approximately 5 million
shares of Class A common stock of XM Radio that Motient had pledged to secure
$50 million of indebtedness owed by Motient to Rare Medium. The conversion price
was approximately $5.38 per share based on a 10 day trading average of this
stock prior to October 12, 2001. The 10 day average trading price following
October 12, 2001 was in excess of $7.70 per share. On December 31, 2001, Class A
common stock of XM Radio was trading publicly at over $18 per share. The
conversion took place at a time when the Debtors were dependent on Rare Medium
investing $55 million into MSV so the sale of Motient's satellite business to
MSV could take place.

               Additionally, the Debtors will investigate other avoidance
actions and other causes of action, if any, to pursue on behalf of the Debtors'
estates. The Debtors will also determine the appropriateness of pursuing any
potential causes of action in consideration of distributions to be made under
the Plan. The Debtors have reviewed the Senior Note guarantees and the Debtors
believe that they are enforceable. The Debtors are reserving their rights as to
avoidance actions including any claims against Rare Medium.

6.       Status of Pending Litigation

               The Debtors are parties to certain ongoing litigation, none of
which the Debtors anticipate having a material affect on their operations, as
follows:

a.   Spar Aerospace Ltd. - Spar Aerospace Ltd. ("Spar") filed suit against
Motient and certain other non-debtor defendants in the Superior Court of Canada,

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Province of Quebec, District of Montreal seeking payment of the sum of
approximately $900,000.00. Motient sought to dismiss the suit based on
jurisdictional grounds, and that issue is currently on appeal. The merits of the
claim have not been heard yet. While Motient believes that it is likely that it
will prevail in the final disposition of this matter, MSV has assumed any
liability that may arise in this matter, such that there will be no economic
effect to the Debtors' estates.

b.   Aron Rosenberg - Mr. Rosenberg filed suit against XM Ventures, a
stockholder not affiliated with Motient, under Section 16 of the Securities
Exchange Act of 1934. Motient was named as a defendant because it was a party in
interest, although no wrongdoing was alleged against Motient. The defendants
prevailed on a motion to dismiss this suit, which dismissal was upheld by the
court of appeals. Motient does not anticipate any further proceedings in regard
to this matter.

c.   Rare Shareholder Suits - Sixteen suits were filed by stockholders of Rare
Medium against the directors of Rare Medium, alleging breaches of fiduciary
duty, in regard to Rare's proposed merger with Motient. Motient was also named
as a defendant in a limited number of these lawsuits, although no wrongdoing was
alleged against Motient, and no directors or officers of Motient were named as
defendants. Since the proposed merger between Rare and Motient has been
terminated, it is anticipated that these actions will be dismissed.

d.   Brickell Partners Suit - Brickell Partners, a stockholder of Rare Medium,
filed suit against the directors of Rare Medium, alleging breaches of fiduciary
duty, in regard to Rare's proposed merger with Motient. Motient was also named
as a defendant. Since the proposed merger between Rare and Motient has been

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terminated, it is anticipated that this action will be dismissed.

e.   Oldgen, Inc. - Oldgen, Inc. is a Chapter 11 debtor which has filed a
preference lawsuit against Motient seeking recovery of approximately
$160,000.00. Motient believes that it has substantial defenses to this
preference claim.

f.   Employment Claims - Several former employees have asserted employment
claimsagainst Motient, although no litigation is pending. The Debtors do not
believe that they have any liability on account of these claims.

7.       Representation of the Debtor

               The Debtors have retained the law firm of McGuireWoods LLP,
Richmond, Virginia, as bankruptcy counsel. The Debtors' retention of
McGuireWoods was approved by an order of the Bankruptcy Court dated February 4,
2002. The Debtors further intend to retain Hogan and Hartson, LLP, McLean,
Virginia, as special corporate counsel and Arthur Anderson LLP, McLean, Virginia
as tax consultants and auditors.

8.       Representation of Other Parties in Interest

               The Creditors' Committee has filed applications to employ the law
firm of Milbank, Tweed, Hadley & McCloy, New York, New York, as legal counsel,
and Holland & Knight, McLean, Virginia as co-counsel. The Creditors' Committee
further intends to retain Evercore Partners Inc. ("Evercore"), New York, New
York, as its financial advisor. The Debtors anticipate that the proposed
retention of Evercore by the Creditors' Committee will also include payment of
fees in the amount of $100,000 per month (plus Professional Plan Securities to
acquire up to 1.35% on a fully diluted basis of the Plan Securities), plus
reimbursement of all necessary, reasonable and documented out-of-pocket expenses
incurred during the engagement not to exceed $25,000

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without prior approval of the Debtors. The Debtors also anticipate paying
Evercore a $10,000 expense advance to be applied to any necessary, reasonable
and documented out-of-pocket expenses incurred during the engagement.

               The Creditors' Committee intends to retain Communications
Technology Advisors LLC ("CTA"), Albany, New York, as their spectrum and
technology advisors. The Debtors anticipate that the proposed retention of CTA
will involve a fee of $75,000 per month, and to the extent CTA's role is
expanded with the agreement of the Debtors to include assistance and advice with
respect to the identification of one or more strategic investors or partners,
the Debtors and CTA will negotiate in good faith the terms of additional
compensation and/or a success fee for such expanded role, subject to Bankruptcy
Court approval. The Debtors also anticipate the reimbursement of all of CTA's
reasonable out-of-pocket expenses incurred during their engagement not to exceed
$10,000 in the aggregate without prior written approval by the Debtors.

IX.      CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

               The following discussion summarizes certain United States federal
income tax consequences of the implementation of the Plan to the Debtors and
certain holders of Claims and Equity Interests. The following summary does not
apply to holders whose Claims or Equity Interests are entitled to reinstatement
or payment in full in cash under the Plan.

               The following summary is based on the Internal Revenue Code of
1986 (the "Code"), Treasury regulations promulgated thereunder, judicial
decisions and published rulings and pronouncements of the Internal Revenue
Service ("IRS") as in effect on the date hereof. Changes in these rules, or new

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interpretations of these rules, may have retroactive effect and could
significantly affect the federal income tax consequences described below.

               The federal income tax consequences of the Plan are complex and
subject to significant uncertainties. Also, the tax consequences to holders of
claims and interests may vary based on the individual circumstances of each
holder. The Debtors have not requested a ruling from the IRS or an opinion of
counsel with respect to any of the tax aspects of the Plan. Thus, no assurance
can be given as to the interpretation that the IRS will adopt. In addition, this
summary does not address foreign, state or local tax consequences of the Plan,
and it does not purport to address the federal income tax consequences of the
Plan to special classes of taxpayers, such as, without limitation, foreign
taxpayers, broker-dealers, banks, insurance companies, financial institutions,
small business investment corporations, regulated investment companies,
tax-exempt organizations, investors in passthrough entities, litigation
claimants, employees of the Debtors with claims relating to their employment, or
stockholders who acquired the stock through the exercise of an employee stock
option or otherwise as compensation. This discussion assumes that holders hold
their Claims and Equity Interests, and will hold any property received in
exchange for such Claims and Equity Interests, as "capital assets" within the
meaning of Code section 1221. The tax consequences to holders of Claims or
Equity Interests may vary based on the specific characteristics and
circumstances of the holders.

               Accordingly, the following summary of certain federal income tax
consequences is for informational purposes only and is not a substitute for

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careful tax planning and advice based on the individual circumstances pertaining
to the holder of a Claim or Equity Interest. The use of the terms "would,"
"may," "will" or "should" as used herein are not to be deemed to imply a tax
opinion. All holders of Claims or Equity Interests are urged to consult their
own tax advisors in determining the federal, state, local and other tax
consequences to them of the Plan.

A.       Tax Consequences to Creditors

1.       General

a.       Tax Securities

               The tax consequences of the Plan to a holder of a claim may
depend in part upon whether such claim is based on an obligation of the Debtors
that constitutes a "security" for federal income tax purposes. The determination
of whether a debt obligation constitutes a security for federal tax purposes is
complex and depends on the facts and circumstances surrounding the origin and
nature of the claim. Generally, obligations arising out of the extension of
trade credit have been held not to be tax securities, while corporate debt
obligations evidenced by written instruments with original maturities of ten
years or more have been held to be tax securities. It is uncertain whether the
Claims will be considered securities for federal tax purposes and holders are
advised to consult their tax advisors with respect to this issue.

b.       "Fair Market Value"

               For tax purposes, the fair market value of the New Motient Common
Stock and Old Motient Equity Warrants will be their actual fair market value
upon issuance.

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c.       Character of Gain or Loss

               The character of any gain or loss as ordinary or capital with
respect to a Claim, or with respect to the disposition of stock or a security
received in respect of a Claim, will depend on a number of factors, including,
without limitation,

       - the origin and nature of the Claim or Equity Interest,

       - the tax status of the holder of the Claim or Equity Interest,

       - whether the Claim or Equity Interest is a capital asset in the hands
         of the holder, and

       - the extent to which the holder previously claimed a loss, bad debt
         deduction or charge to a reserve for bad debts with respect to the
         Claim or Equity Interest.

               If gain or loss recognized by a holder of a Claim or Equity
Interest is capital gain or loss, it will be long-term if the holder held it for
more than one year.

               Special considerations apply to holders that acquired their Claim
or Equity Interest at a discount subsequent to their issuance (see "Market
Discount" below), or when interest was in default. The tax consequences of the
receipt of cash and property that is attributable to accrued but unpaid interest
is discussed below in the section entitled "Consideration Allocable to
Interest." Each holder is urged to consult its tax advisor as to the application
of these factors to its own particular circumstances.

d.       Consideration Allocable to Interest

               A holder of a Claim that receives a distribution under the

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Plan with respect to its Claim should recognize ordinary income to the extent it
receives cash or property in respect of interest (including original issue
discount that has accrued during the time that the holder has held such Claim)
that has not already been included by the holder in income for federal income
tax purposes under its method of accounting. If the cash and other property
allocable to interest is less than the amount previously included as interest in
the holder's federal income tax return, the discharged portion of interest may
be deducted in the taxable year in which the Effective Date occurs. The extent
to which consideration distributed under the Plan is allocable to interest is
uncertain, and holders of Claims are urged to consult their own tax advisors
concerning that subject.

e.       Market Discount

               Generally, a "market discount" bond is one acquired after its
original issuance for less than the issue price of such bond plus the aggregate
amount, if any, of original issue discount includible in the income of all
holders of such bond before such acquisition. Generally, gain realized on the
disposition of a market discount bond (or on the disposition of property
exchanged for such bond in certain non-taxable exchanges) should be ordinary
income to the extent of "accrued market discount" at the time of such
disposition (determined using either constant interest or ratable daily
accrual). The market discount rules will also apply in the case of stock or a
security acquired on original issuance under a non-taxable exchange for a market
discount obligation.

f.       Backup Withholding

               Under the Code, interest, dividends and other "reportable

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payments" may, under certain circumstances, be subject to "backup withholding."
Various claimants, such as corporations, are exempt from backup withholding.

               Backup withholding generally applies if the payee:

       - fails to furnish its social security number or other taxpayer
         identification number (a "TIN");

       - furnishes an incorrect TIN;

       - fails to properly report interest or dividends; or

       - under certain circumstances, fails to provide a certified statement,
         signed under penalty of perjury, that the TIN provided is its correct
         number and that it is not subject to backup withholding.

2.       Treatment of Certain Creditors

a.       Senior Note Claims

               Under the Plan, as discussed in section I.D. of this Disclosure
Statement, each holder of a Senior Note Claim will receive in complete
satisfaction of such Claim a pro rata share of the shares of New Motient Common
Stock to be issued in respect of Senior Note Claims under the Plan.

               The exchange of a Senior Note Claim should constitute a
reorganization. An exchanging holder may or may not recognize any loss realized
on the exchange. The holder should not realize any gain on the exchange since
only New Motient Common Stock would be exchanged for the Senior Note Claims. The
holder's basis in the New Motient Common Stock would equal its basis in its
Senior Note Claims. The holder's holding period in the New Motient Common Stock
would include the holder's holding period in the Senior Note Claim exchanged
therefore.

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b.       Rare Medium

               If the Rare Medium Claim is a security, the exchange of the Rare
Medium Claim should constitute a recapitalization. Rare Medium should not
recognize a realized loss on the exchange. The holder should not realize a gain
on the exchange since only a Senior Indebtedness Note would be exchanged for the
Rare Medium Claim. Rare Medium's basis in the Senior Indebtedness Note would
equal its basis in its Rare Medium Claim. Rare Medium's holding period in the
Senior Indebtedness Note would include Rare Medium's holding period in the Rare
Medium Claim exchanged therefore.

               If the Rare Medium Claim is not a security, the exchange of the
Rare Medium Claim should be a fully taxable transaction. Rare Medium would
recognize a gain or loss realized on the exchange. Rare Medium's basis in the
Senior Indebtedness Note received would equal its fair market value. Its holding
period in the Senior Indebtedness Note would begin on the day following the
exchange.

c.       Boeing & Chase Securities and Other Unsecured Creditors

               If the Claim exchanged by the holder is a security, the exchange
would be a recapitalization. The exchange holder would not recognize any gain or
loss realized in the exchange. The exchange holder's aggregate basis in the New
Motient Common Stock will equal its basis in the exchanged Claim. The Holder's
holding period in the New Motient Common Stock would include its holding period
in the exchanged claim.

               If the Claim exchanged by the holder is not a security, the

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exchange would be fully taxable. An exchanging holder would recognize any gain
or loss realized on the exchange. The holder's basis in the New Motient Common
Stock would equal their fair market value. The holder's holding period in the
New Motient Common Stock would begin on the day after the exchange.

B.       Tax Consequences to Equity Holders

               The Plan contemplates the cancellation of the common stock of
Motient. In exchange, the holders of common stock will receive warrants to
purchase approximately 5% of the fully-diluted New Motient Common Stock, as
discussed in section II.B. Holders of Motient's common stock should therefore
recognize on the Effective Date a capital gain or loss equal to their basis in
Motient's common stock less the fair market value of the warrants received. If
the warrants expire prior to exercise, the holders of Motient's common stock
recognize a capital loss equal to the value of the warrants received at their
date of issuance. All equity holders should consult with their tax advisors in
determining the tax impact of the plan on them directly. C. Tax Consequences to
the Debtors

1.       Cancellation of Debt

               In general, the Code provides that a taxpayer must include in
gross income the amount of any cancellation of indebtedness ("COI") income
realized during the tax year, except to the extent the payment of the discharged
debt would have given rise to a tax deduction. COI income is the amount by which
the indebtedness discharged exceeds the cash and the fair market value of
property given in exchange therefor. Such COI income is not included in taxable
income, however, where the cancellation of indebtedness is accomplished through

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a bankruptcy plan approved by the court in a case under the Bankruptcy Code.

               A debtor in a bankruptcy case generally must reduce its tax
attributes, such as NOLs, tax credits, capital loss carryforwards and tax basis
in its assets, by any such excluded COI income, as of the beginning of the
taxable year following the year in which the COI income is realized. This tax
attribute reduction rule is subject to certain exceptions, such as where the tax
basis of the Debtors' assets is less than the Debtors' continuing liabilities
(unless an election is made to reduce tax basis of depreciable property rather
than reducing other tax attributes). The Debtors believe that the amount of COI
income will be substantial, but the precise amount of COI income, and the
resulting tax attribute reduction of the Debtors, will depend on the total value
of the New Motient Common Stock and Old Motient Equity Warrants given in
exchange for the indebtedness of the Debtors, determined as described above in
the section on "Fair Market Value."

2.       Effects on Net Operating Loss Carryforwards and Other Tax Attributes

a.       Reduction of Tax Attributes

               Motient is the parent of the other Reorganized Debtors, which
files a consolidated federal income tax return. The appropriate methodology for
applying the attribute reduction described above to an affiliated group filing a
consolidated federal income tax return is uncertain, and, in addition, the
Debtors may be entitled to make certain elections that will affect attribute
reduction. The Debtors will determine the appropriate methodology and elections
under their interpretation of the law as in effect when the Debtors' tax returns

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are filed. The Debtors cannot assure you that the IRS will agree with the
methodology chosen by the Debtors. Accordingly, the NOLs of the Debtors may be
substantially reduced or even eliminated. Other tax attributes may also be
reduced. To the extent that asset basis is reduced, depreciation or amortization
of assets would also be reduced, and gain recognized (and therefore tax imposed)
in connection with a disposition of assets may be increased. Additionally, the
Debtors are currently reviewing their tax attributes and will not determine how
attributes are reduced until the analysis is complete.

b.       Code Section 382--In General

               Code section 382 provides generally that corporations that
undergo an "ownership change" may be limited in the amount of existing tax
attributes, including NOLs, that can be used to offset income generated by the
corporation after the date of the ownership change, unless an exception under
Code section 382(l)(5) applies. The Debtors are in the process of determining if
Code section 382(1)(5) applies to them. Stated simply, an ownership change
occurs when aggregate changes in stock ownership by 5 percent shareholders
exceed 50 percentage points by value over a three-year "testing period."
Following an ownership change, the annual amount of income that may be offset by
the corporation's NOLs after the ownership change generally will be limited to
an amount equal to the sum of the equity value of the corporation immediately
before the ownership change (but, under Code section 382(l)(6), including any
increase in value resulting from any surrender or cancellation of indebtedness
under the chapter 11 case), multiplied by the long-term tax-exempt rate then in
effect. This section 382 limitation may be increased by certain "recognized

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built-in gains" triggered during a five year "recognition period" beginning on
the ownership change date. Certain "recognizedbuilt-in losses," including
certain deductions, triggered during the recognition period may be limited in
the same manner as if such loss were an NOL existing as of the ownership change.

c.       Application of Code Section 382 to the Debtors

               Any NOL remaining after the attribute reduction discussed above
would be subject to the general section 382 limitation. As a result, annual
usage of the NOL would be limited to the equity value of the Debtors immediately
before the Effective Date (including, under Code section 382(l)(6), any increase
in value resulting from the cancellation of any claims under the Plan),
multiplied by the long-term tax-exempt rate in effect as of the Effective Date.
The Debtors may be allowed to increase such limitation by certain built-in gains
realized during the five year recognition period following the change date. In
addition, certain "recognized built-in losses" realized during the recognition
period may be subject to the Debtors' Code section 382 limitation as if they
were NOLs. Specifically, amortization of intangibles, and possibly depreciation
of tangible assets, may be limited during the five year "recognition period"
following the Effective Date. The extent of such limitation depends on a number
of factual and legal uncertainties, and, accordingly, the extent of any such
limitation cannot be determined at this time.

               All holders of Claims or Equity Interests are urged to consult
their own tax advisors in determining the federal, state, local and other tax
consequences to them of the Plan.

X.       PROCEDURES FOR DISTRIBUTIONS UNDER THE PLAN

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A.       Distribution Record Date

               As of the close of business on the Distribution Record Date, the
various transfer registers for each of the Classes of Claims or Equity Interests
as maintained by the Debtors, their respective agents, or the Indenture Trustees
will be deemed closed, and there will be no further changes in the record
holders of any of the Claims or Equity Interests. The Debtors will have no
obligation to recognize any transfer of the Claims or Equity Interests that
occur after the close of business on the Distribution Record Date. The Debtors
and the Indenture Trustees will be entitled to recognize and deal for all
purposes under the Plan only with those record holders stated on the transfer
ledgers as of the close of business on the Distribution Record Date, to the
extent applicable.

B.       Disbursing Agent

               The Debtors may designate an entity or entities to serve as
Disbursing Agent in connection with distributions under the Plan or may
themselves serve as Disbursing Agent. The Disbursing Agent will initially
distribute and deliver all of the property to be distributed under the Plan,
including, without limitation, the New Motient Common Stock and the Old Motient
Equity Warrants.

C.       Date of Distributions

               Unless otherwise provided in the Plan, any distributions and
deliveries to be made under the Plan will be made on the Effective Date or as
soon thereafter as is practicable.

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                          Holders of Claims designated
                      to receive Plan Securities may need
                 to receive and hold their Plan Securities in a
                               brokerage account.

               To allow timely and efficient distribution and transfer of the
               Plan Securities among a wide group of holders, the Reorganized
               Company may issue some or all of the Plan Securities in global
               form and use the book-entry transfer facilities of DTC to
               effectuate distribution and transfer of the Plan Securities in
               lieu of printing and distributing individual certificates
               representing the Plan Securities.

               Use of the DTC book-entry transfer facilities may require
               recipients of Plan Securities that are not themselves
               participants in the DTC book-entry system to receive and hold
               their securities in a brokerage account. If the Debtors use the
               book-entry transfer facilities of DTC to effectuate distribution
               and transfer of some or all of the Plan Securities, holders of
               Claims designated to receive those securities will receive
               instructions regarding the DTC book-entry transfer facilities and
               a request for information on the brokerage account (or other
               account of a DTC participant) to be credited with the receipt of
               Plan Securities with respect to that holder's Claim.

               If you do not already have a brokerage account and hold a Claim
               in a Class that will receive Plan Securities under the Plan, you
               may be required to open a brokerage account to

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               receive and hold your Plan Securities.

D.       Surrender of Instruments

               Except as provided in Section III.C. hereof in regard to the
Senior Notes, as a condition to receiving any distribution under the Plan, each
holder of a Claim or Equity Interest represented by an instrument, including
notes and certificates, must surrender such instrument held by it to the
Disbursing Agent or its designee accompanied by a letter of transmittal
substantially in the form set forth in the Plan Supplement. Any holder that
fails to (a) surrender such instrument or (b) execute and deliver an affidavit
of loss and/or indemnity reasonably satisfactory to the Disbursing Agent and
furnish a bond in form, substance, and amount reasonably satisfactory to the
Disbursing Agent before the first anniversary of the Effective Date will be
deemed to have forfeited all rights and Claims and may not participate in any
distribution under the Plan in respect of such Claims. Any distribution so
forfeited will become the sole and exclusive property of Reorganized Motient.

E.       Unclaimed Distributions

               Subject to Bankruptcy Rule 9010, unless otherwise provided in the
Plan, all distributions to any holder of an Allowed Claim or Equity Interest
will be made at the address of such holder as set forth on the Schedules filed
with the Bankruptcy Court or on the books and records of the Debtors or their
agents (including, but not limited to, through the book-entry transfer
facilities of DTC), unless the Debtors have been notified, in advance, in

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writing of a change of address, including, without limitation, by the filing of
a proof of claim or interest by such holder that contains an address for such
holder different from the address reflected on such Schedules for such holder.
Distributions of Plan Securities may be made via distribution of certificates
representing the Plan Securities or, if the Debtors so decide, via issuance of
one or more global certificates representing some or all of the Plan Securities
and crediting brokerage or other DTC participant accounts of holders of Claims
with the delivery of the Plan Securities issued with respect to those Claims. If
any distribution to any holder is returned as undeliverable, no distribution to
such holder will be made unless and until the Disbursing Agent has been notified
of the then current address of such holder, at which time or as soon as
reasonably practicable thereafter such distribution will be made to such holder
without interest; provided, that, such distributions will be deemed unclaimed
property under section 347(b) of the Bankruptcy Code at the expiration of 1 year
from the later of the Effective Date and the date such holder's Claim is
Allowed. After such date, all unclaimed property or interest in property will
revert to Reorganized Motient, and the Claim or Equity Interest of any other
holder to such property or interest in property will be discharged and forever
barred. The Reorganized Debtors and the Disbursing Agent will have no obligation
to attempt to locate any holder of an Allowed Claim or Equity Interest other
than by reviewing their books and records (including any proofs of claim filed
against the Debtors).

F.       Treatment of Disputed, Contingent and Unliquidated Claims

1.       Characterization of Disputed Claims

                                    Page 206
<Page>

               Under section 1111(a) of the Bankruptcy Code, a proof of claim is
deemed filed under section 501 of the Bankruptcy Code in the amount listed in
the schedules filed by the debtor under applicable sections of the Bankruptcy
Code, unless the claim is listed on the schedules as disputed, contingent or
unliquidated. A disputed, contingent or unliquidated claim must be asserted by
its holder, or by an indenture trustee representing that holder, through a
timely filing of a proof of claim. If a proof of claim is not filed in a timely
manner, the claim will be deemed under the Plan to be barred or disallowed.

2.       Resolution of Contested Claims

               Other than with respect to Fee Claims and the Rare Medium Claim,
only the Reorganized Debtors will be entitled to object to Claims. Any
objections to Claims must be served and filed on or before the later of (a) 120
days after the Effective Date, (b) 30 days after a request for payment or proof
of Claim is filed and properly served upon the Debtors or (c) such other date as
may be fixed by the Bankruptcy Court, whether fixed before or after the date
specified in clause (a), above.

3.       ADR Procedures

               Any Claim as to which a proof of claim was timely filed in the
Reorganization Cases will be determined and liquidated in accordance with the
ADR Procedures. Any Claim determined and liquidated pursuant to (i) the ADR
Procedures, (ii) an Order of the Bankruptcy Court, or (iii) applicable
nonbankruptcy law, which determination will no longer be appealable or subject
to review, will be deemed, to the extent applicable and subject to any provision
in the ADR Procedures to the contrary, an Allowed Claim in such liquidated

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amount and satisfied in accordance with the Plan. However, to the extent a Claim
is an Allowed Insured Claim, such Allowed Claim will be paid from the insurance
proceeds available to satisfy such liquidated amount. Nothing contained in
section 7.2 of the Plan constitutes or will be deemed a waiver of any Claim,
right, or cause of action that the Debtors may have against any person in
connection with or arising out of any Claim, including, without limitation, any
rights under section 157(b) of title 28 of the United States Code.

XI.      ADDITIONAL INFORMATION

               The Debtors are subject to the information requirements of the
Exchange Act and in accordance therewith file reports and other information with
the SEC. Any statements contained in this Disclosure Statement concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document for the full text thereof. Each
such statement is qualified in its entirety by such reference. Certain documents
referred to in this Disclosure Statement have not been attached as exhibits
because of the impracticability of furnishing copies thereof to all of the
Debtors' creditors and equity security holders. Additional financial and other
information about Motient and the other Debtors can be found in Motient's Form
10-K for the fiscal year ended December 31, 2000, its Forms 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, its Form
10-K for the quarter and year ended December 31, 2001 (which Motient currently
expects to file on or before April 1, 2002) and its other filings from time to
time with the SEC, each of which is incorporated in this Disclosure Statement by
reference and is available at www.sec.gov. All of the exhibits to the Plan, the

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<Page>

Plan Supplement and to this Disclosure Statement are available for inspection by
contacting the Voting Agent.

XII.     CONCLUSION

               For all of the reasons set forth in this Disclosure Statement,
the Debtors believe that the confirmation and consummation of the Plan is
preferable to all other alternatives. Consequently, the Debtors urge all holders
of Classes 2, 3, 4, 5, 6 and 8A Claims and Equity Interests to vote to ACCEPT
the Plan, and to duly complete and return their ballots so that they will be
ACTUALLY RECEIVED on or before 5:00 p.m. Eastern time on April 16, 2002.

Dated:   Reston, Virginia
         February 27, 2002

                                           MOTIENT CORPORATION

                                           By:    /s/ W. Bartlett Snell
                                                  ------------------------------
                                                  W. Bartlett Snell,
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                           MOTIENT HOLDINGS INC.

                                           By:    /s/ W. Bartlett Snell
                                                  ------------------------------
                                                  W. Bartlett Snell,
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                    Page 209
<Page>

                                           MOTIENT SERVICES INC.

                                           By:    /s/ W. Bartlett Snell
                                                  ------------------------------
                                                  W. Bartlett Snell,
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                           MOTIENT COMMUNICATIONS INC.

                                           By:    /s/ W. Bartlett Snell
                                                  ------------------------------
                                                  W. Bartlett Snell,
                                                  Senior Vice President and
                                                  Chief Financial Officer

1    Two of the three members of the Creditors' Committee were also members of
     the Informal Committee. In the Plan of Reorganization, the members of the
     Informal Committee will receive the same treatment as all other holders of
     Claims in Class 3 (Senior Note Claims). The members of the Informal
     Committee will not receive any additional compensation or consideration
     under the Plan other than that received as a holder of Senior Note Claims.
     Milbank, Tweed, Hadley & McCloy LLP, which represents the Creditors'
     Committee, also represented the Informal Committee. In addition, Evercore
     Partners, Inc., and Communication Technology Advisors LLC, provided
     financial and technology advisory services, respectively, to the Informal

                                    Page 210
<Page>

     Committee prior to the Commencement Date. Prior to the Commencement Date,
     the Debtors paid approximately $654,000 in aggregate to Milbank, Tweed,
     Hadley & McCloy LLP, Evercore Partners, Inc. and Communication Technology
     Advisors LLC, for prepetition services rendered to the Informal Committee.

2    Without having conducted any investigation as to the existence of any such
     claims, the Debtors are not aware of any claims, including derivative
     claims, against Representatives in their capacities as Representatives of
     the Debtors that would be subject to such a release.

3    Contingent upon the approval by the FCC of MSV's application for
     terrestrial re-use of its satellite spectrum, an investor group will make
     an additional $50 million equity investment in MSV which will dilute
     Motient's ownership in MSV to 25.5%.

                                EXHIBITS OMITTED

                                    Page 211