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                                                                   EXHIBIT 10.35

                                                                  Execution Copy

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the
16th day of March, 2004 (the "Effective Date"), by and among Motient
Corporation, a Delaware corporation (the "Company"), and M&E Advisors, L.L.C., a
Delaware limited liability company, in its capacity as Administrative and
Collateral Agent (the "Administrative and Collateral Agent") under that certain
Amended and Restated Term Credit Agreement, dated as of January 27, 2003, as
amended by Amendment No. 1 thereto (as so amended, the "Credit Agreement").

                                    RECITALS

     WHEREAS, the Administrative Agent and Collateral Agent holds a Common Stock
Purchase Warrant, dated as of the date hereof (the "Warrant"), which is
exercisable for 2,000,000 shares of the Company's common stock, par value $0.01
per share (the "Common Stock"), subject to reduction as provided in the Warrant;
and

     WHEREAS, the Company desires to grant, and the Administrative Agent and
Collateral Agent desires to receive, certain registration rights with respect to
the shares of Common Stock issuable upon exercise of the Warrant (the "Warrant
Shares") pursuant to the terms of this Agreement;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Registration Rights. The Company covenants and agrees as follows:

     1.1 Definitions. For purposes of this Section 1:

     (a) The term "Act" means the Securities Act of 1933, as amended.

     (b) The term "Administrative Agent and Collateral Agent" has the meaning
ascribed to such term in the Recitals.

     (c) The term "Common Stock" has the meaning ascribed to such term in the
Recitals.

     (d) The term "Common Stock Equivalents" means all shares of Common Stock
outstanding, plus all shares of Common Stock issuable upon conversion or
exchange of all convertible or exchangeable securities then outstanding.

     (e) The term "Company" has the meaning ascribed to such term in the
Recitals.

     (f) The term "Form S-3" means such form under the Act as in effect on the
date hereof or any registration form under the Act subsequently adopted by the
SEC that permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

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     (g) The term "Holder" means the Administrative Agent and Collateral Agent
and any transferees of Registrable Securities or any assignees thereof in
accordance with Section 1.11 hereof.

     (h) The term "1934 Act" means the Securities Exchange Act of 1934, as
amended.

     (i) The term "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.

     (j) The term "Registrable Securities" means (i) the Common Stock issuable
or issued upon exercise of the Warrant.

     (k) The number of shares of "Registrable Securities" outstanding shall be
determined by the number of shares of Common Stock outstanding that are, and the
number of shares of Common Stock issuable pursuant to then exercisable
securities that are, Registrable Securities.

     (l) The term "SEC" shall mean the United States Securities and Exchange
Commission.

     1.2 Request for Registration.

     (a) Subject to the conditions of this Section 1.2, if the Company shall
receive at any time after the date hereof, a written request from the Holders of
fifty percent (50%) or more of the Registrable Securities then outstanding (the
"Initiating Holders") that the Company file a registration statement under the
Act covering the registration of Registrable Securities with an anticipated
aggregate offering price of at least $1,000,000, then, to the extent reasonably
practicable, the Company shall, within twenty (20) days of the receipt thereof,
give written notice of such request to all Holders, and subject to the
limitations of this Section 1.2, use all reasonable efforts to effect, as soon
as practicable, the registration under the Act of all Registrable Securities
that the Holders request to be registered in a written request received by the
Company within twenty (20) days of the mailing of the Company's notice pursuant
to this Section 1.2(a).

     (b) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 1.2
and the Company shall include such information in the written notice referred to
in Section 1.2(a). In such event the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting by the
Company, provided that if the Company elects not to distribute securities
through such underwriting, the underwriter or underwriters shall be reasonably
acceptable to a majority in interest of the Initiating Holders. Notwithstanding
any other provision of this Section 1.2, if the underwriter advises the Company
that marketing factors require a limitation of the number of securities
underwritten (including Registrable Securities), then the Company shall so
advise all Holders of Registrable Securities that would otherwise be
underwritten pursuant hereto, and the number of shares that may be included in
the underwriting shall be allocated to the Holders of such Registrable
Securities on a pro rata basis based on the number of Registrable Securities


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held by all such Holders (including the Initiating Holders); provided, however,
that the number of shares of Registrable Securities to be included in such
underwriting shall not be reduced unless all other securities proposed to be
included in such underwriting are first excluded from the underwriting. To
facilitate the allocation of shares in accordance with these promises, the
Company may round the number of shares allocated to any holder to the nearest
100 shares. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from the registration.

     (c) The Company shall not be required to effect a registration pursuant to
this Section 1.2:

          (i) in any particular jurisdiction in which the Company would be
     required to execute a general consent to service of process in effecting
     such registration, unless the Company is already subject to service in such
     jurisdiction and except as may be required under the Act; or

          (ii) after the Company has effected two (2) registrations pursuant to
     this Section 1.2, and such registration has been declared or ordered
     effective; or

          (iii) during the period starting with the date sixty (60) days prior
     to the Company's good faith estimate of the date of the filing of, and
     ending on a date one hundred eighty (180) days following the effective date
     of, a Company-initiated registration subject to Section 1.3, provided that
     the Company is actively employing in good faith all reasonable efforts to
     cause such registration statement to become effective; or

          (iv) if the Initiating Holders propose to dispose of Registrable
     Securities that may be registered on Form S-3 pursuant to Section 1.4
     hereof; or

          (v) if the Company shall furnish to Holders requesting a registration
     statement pursuant to this Section 1.2, a certificate signed by the
     Company's Chief Executive Officer or Chairman of the Board stating that in
     the good faith judgment of the Board of Directors of the Company, it would
     be detrimental to the Company and its stockholders for such registration
     statement to be effected at such time, in which event the Company shall
     have the right to defer such filing for an aggregate period of not more
     than one hundred twenty (120) days, provided, the Company may not so defer
     such registration more than once in any twelve-month period; or

          (vi) if in the opinion of counsel to the Company no registration could
     reasonably be effected because (x) the Company is not eligible to register
     securities on Form S-3, (y) of outstanding issues with the SEC in respect
     of the Company's 1934 Act filings or its compliance with federal securities
     laws, or (z) the Company's independent certified accounts refuse to provide
     an audit report in respect of the financial statements of the Company
     proposed to be included in the registration statement covering the
     securities to be registered.


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     1.3 Company Registration.

     (a) If (but without any obligation to do so) the Company proposes to
register (including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of its stock or other securities under
the Act in connection with the public offering of such securities (other than a
registration relating solely to the sale of securities to participants in a
Company stock or other employee benefit plan, a registration relating to a
corporate reorganization or other transaction under Rule 145 of the Act, a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the
only Common Stock being registered is Common Stock issuable upon conversion of
debt securities that are also being registered), the Company shall, at such
time, promptly give each Holder written notice of such registration. Upon the
written request of each Holder given within twenty (20) days after mailing of
such notice by the Company in accordance with Section 2.5, the Company shall,
subject to the provisions of Section 1.3(c), use all reasonable efforts to cause
to be registered under the Act all of the Registrable Securities that each such
Holder has requested to be registered.

     (b) Right to Terminate Registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 1.3
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration. The expenses of such
withdrawn registration shall be borne by the Company in accordance with Section
1.7 hereof.

     (c) Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required under this Section 1.3 to include any of the Holders' securities in
such underwriting unless they accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it (or by other
persons entitled to select the underwriters) and enter into an underwriting
agreement in customary form with an underwriter or underwriters selected by the
Company, and then only in such quantity as the underwriters determine in their
sole discretion will not jeopardize the success of the offering by the Company.
If the total amount of securities, including Registrable Securities, requested
by stockholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, that the underwriters determine in
their sole discretion will not jeopardize the success of the offering (the
securities so included to be first on behalf of the Company and then to be
apportioned pro rata among the selling stockholders (including the Holders)
according to the total amount of securities proposed to be included therein by
each selling stockholder or in such other proportions as shall mutually be
agreed to by such selling stockholders), and if advised by the underwriters, the
selling Holders may be excluded entirely if no other stockholder's securities
are included. For purposes of the preceding parenthetical concerning
apportionment, for any selling stockholder that is a Holder of Registrable
Securities and that is a partnership or corporation, the partners, retired
partners and stockholders of such Holder, or the estates and family members of


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any such partners and retired partners and any trusts for the benefit of any of
the foregoing persons shall be deemed to be a single "selling Holder," and any
pro rata reduction with respect to such "selling Holder" shall be based upon the
aggregate amount of Registrable Securities owned by all such related entities
and individuals. To facilitate the allocation of shares in accordance with these
promises, the Company may round the number of shares allocated to any
stockholder to the nearest 100 shares.

     1.4 Form S-3 Registration. In case the Company shall receive from the
Holders of at least fifty percent (50%) of the Registrable Securities a written
request or requests that the Company effect a registration on Form S-3 and any
related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall:

     (a) to the extent reasonably practicable, promptly give written notice of
the proposed registration, and any related qualification or compliance, to all
other Holders; and

     (b) use all reasonable efforts to effect, as soon as practicable, such
registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such
portion of such Holders' Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities of any
other Holders joining in such request as are specified in a written request
given within twenty (20) days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to effect
any such registration, qualification or compliance, pursuant to this Section
1.4:

          (i) if Form S-3 is not available for such offering by the Holders; or

          (ii) if the Holders, together with the holders of any other securities
     of the Company entitled to inclusion in such registration, propose to sell
     Registrable Securities and such other securities (if any) at an aggregate
     price to the public (net of any underwriters' discounts or commissions) of
     less than $5,000,000; or

          (iii) if the Company shall furnish to the Holders a certificate signed
     by the Chief Executive Officer or Chairman of the Board of the Company
     stating that in the good faith judgment of the Board of Directors of the
     Company, it would be detrimental to the Company and its stockholders for
     such Form S-3 Registration to be effected at such time, in which event the
     Company shall have the right to defer the filing of the Form S-3
     registration statement for a period of not more than ninety (90) days after
     receipt of the request of the Holder or Holders under this Section 1.4,
     provided, that the Company shall not utilize this right more than once in
     any twelve-month period; or

          (iv) after the Company has effected three (3) registrations pursuant
     to this Section 1.4, and such registrations have been declared or ordered
     effective; or

          (v) if the Company has, within the twelve (12) month period preceding
     the date of such request, already effected one registration on Form S-3 for
     the Holders pursuant to this Section 1.4; or


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          (vi) in any particular jurisdiction in which the Company would be
     required to qualify to do business or to execute a general consent to
     service of process in effecting such registration, qualification or
     compliance; or

          (vii) if in the opinion of counsel to the Company no registration
     could reasonably be effected because (x) of outstanding issues with the SEC
     in respect of the Company's 1934 Act filings or its compliance with federal
     securities laws, or (y) the Company's independent certified accountants
     refuse to provide an audit report in respect of the financial statements of
     the Company proposed to be included in the registration statement covering
     the securities to be registered.

     (c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Holders. Registrations effected pursuant to this Section 1.4 shall not be
counted as requests for registration effected pursuant to Section 1.2.

     1.5 Obligations of the Company. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:

     (a) prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use all reasonable efforts to cause such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, use all
reasonable efforts to keep such registration statement effective for a period of
up to one hundred twenty (120) days or, if earlier, until the distribution
contemplated in the Registration Statement has been completed;

     (b) prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement;

     (c) furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;

     (d) use all reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions;

     (e) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering;


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     (f) notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act or the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;

     (g) cause all such Registrable Securities registered pursuant hereunder to
be listed on each securities exchange on which similar securities issued by the
Company are then listed;

     (h) provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration;

     (i) furnish, if required by the underwriters or pursuant to an underwriting
agreement, on the date that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such securities are being sold through underwriters, (x) an opinion, dated
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters and (y) a letter
dated such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters; and

     (j) if required by the underwriters or pursuant to an underwriting
agreement, the Company shall make itself available for road shows and due
diligence in such a manner as is customarily given to underwriters in an
underwritten public offering.

     1.6 Information From Holder. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

     1.7 Expenses of Registration. All expenses (other than underwriting
discounts, commissions, out-of-pocket expenses of selling Holder or Holders and
fees and costs of counsel for the selling Holder or Holders) incurred in
connection with registrations, filings or qualifications pursuant to Sections
1.2, 1.3 and 1.4, including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company shall be borne by the Company. Notwithstanding the
foregoing, the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 1.2 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of
the Registrable Securities to be registered (in which case all participating
Holders shall bear such expenses pro rata based upon the number of Registrable
Securities that were to be requested in the withdrawn registration), unless, in
the case of a registration requested under Section 1.2, the Holders of a
majority of the Registrable Securities agree to forfeit their right to one


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demand registration pursuant to Section 1.2; provided, however, that if at the
time of such withdrawal, the Holders have learned of a material adverse change
in the condition, business, or prospects of the Company from that known to the
Holders at the time of their request and have withdrawn the request with
reasonable promptness following disclosure by the Company of such material
adverse change, then the Holders shall not be required to pay any of such
expenses and shall retain their rights pursuant to Section 1.2.

     1.8 Delay of Registration. No Holder shall have any right to obtain or seek
an injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.

     1.9 Indemnification. In the event any Registrable Securities are included
in a registration statement under this Section 1:

     (a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the partners or officers, directors and stockholders of
each Holder, legal counsel and accountants for each Holder, any underwriter (as
defined in the Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Act or the 1934 Act, against any
losses, claims, damages or liabilities (joint or several) to which they may
become subject under the Act, the 1934 Act or any state securities laws, insofar
as such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state securities laws or
any rule or regulation promulgated under the Act, the 1934 Act or any state
securities laws; and the Company will reimburse each such Holder, underwriter or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 1.9(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person; provided
further, however, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Holder or
underwriter, or any person controlling such Holder or underwriter, from whom the
person asserting any such losses, claims, damages or liabilities purchased
shares in the offering, if a copy of the prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Holder or underwriter to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the shares to such person, and if the
prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.


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     (b) To the extent permitted by law, each selling Holder will indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the Act, legal counsel and accountants for the Company,
any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other Holder,
against any losses, claims, damages or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the Act, the 1934 Act or
any state securities laws, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and each such Holder will reimburse any person intended to be indemnified
pursuant to this subsection 1.9(b), for any legal or other expenses reasonably
incurred by such person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this subsection 1.9(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld), provided that in no event shall any indemnity
under this subsection 1.9(b) exceed the net proceeds from the offering received
by such Holder.

     (c) Promptly after receipt by an indemnified party under this Section 1.9
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 1.9, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
that may be represented without conflict by one counsel) shall have the right to
retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would, in the reasonable opinion of such
counsel, be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section 1.9, but the omission
so to deliver written notice to the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under
this Section 1.9.

     (d) If the indemnification provided for in this Section 1.9 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying


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party, on the one hand, and of the indemnified party, on the other hand, in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission; provided that in no event shall any contribution by a
Holder hereunder exceed the net proceeds from the offering received by such
Holder.

     (e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.

     (f) The obligations of the Company and Holders under this Section 1.9 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.

     1.10 Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees, to the extent reasonably
practicable, to:

     (a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times;

     (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and

     (c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act (at any time after it
has become subject to such reporting requirements), or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the
selling of any such securities without registration or pursuant to such form.

     1.11 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 1 may be assigned (but
only with all related obligations) by a Holder to any lender under the Credit
Agreement. In addition, such rights may be assigned (but only with all related
obligations) by a Holder to a transferee or assignee of such securities,
provided: (a) such transferee or assignee is a subsidiary, parent, general
partner, limited partner, retired partner, member, retired member or other
constituent of such Holder; (b) such transferee is a member of such Holder's
immediate family or a trust for the benefit of such Holder or any member of such


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Holder's immediate family; (c) the transferee or assignee is an "accredited
investor" as that term is defined in Role 501 of Regulation D under the
Securities Act of 1933, as amended; (d) the transferee acquires 100% of the
Registrable Securities owned or held by the transferring Holder on the day of
transfer; (e) the Transferee is not eligible to sell the shares pursuant to any
provisions of Rule 144(k) of the Act; (f) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and (g) such assignment shall be
effective only if immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Act.

2.   Miscellaneous.

     2.1 Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of any shares of Registrable Securities). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

     2.2 Governing Law; Venue. This Agreement shall be governed by and construed
under the laws of the State of Illinois. The parties hereto hereby consent to
the jurisdiction of any federal court located within Cook County, Illinois, and
the parties hereto hereby irrevocably agree that all actions or proceedings
relating to or arising out of this Agreement shall be tried and litigated in one
of the above-named courts.

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

     2.4 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

     2.5 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon delivery by
confirmed facsimile transmission, nationally recognized overnight courier
service, or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.

     2.6 Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.

     2.7 Entire Agreement: Amendments and Waivers. This Agreement constitutes
the full and entire understanding and agreement among the parties with regard to
the subjects hereof and thereof and supersedes any other agreement between the
parties. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular


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instance and either retroactively or prospectively), only with the written
consent of the Company and the holders of at least sixty six and two-thirds
percent (66 2/3%) of the Registrable Securities. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
any Registrable Securities each future holder of all such Registrable
Securities, and the Company.

     2.8 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

     2.9 Aggregation of Stock. All shares of Registrable Securities held or
acquired by affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.





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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                         MOTIENT CORPORATION, a Delaware
                                         ccorporation

Address:

300 Knightsbridge Parkway                By:  /s/ Christopher Downie
Lincolnshire, IL  60069                  Name: Christopher Downie
Attention:  Corporate Counsel            Title: Chief Financial Officer
Facsimile:  (847) 478-4700



                                         M&E ADVISORS, L.L.C., a Delaware
                                         limited liability company

Address:

560 Sylvan Avenue                        By:  /s/ Gary Singer
Englewood Cliffs, NJ  07632              Name: Gary Singer
Attention:  Gary Singer                  Title: Investment Advisor
Facsimile:  (201) 568-4467































               [Signature Page for Registration Rights Agreement]