<PAGE>

                                                                   EXHIBIT 10.34

                                                                  Execution Copy



THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES
MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR OTHERWISE. THIS WARRANT SHALL
NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED
EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.

                          COMMON STOCK PURCHASE WARRANT

No. W-1

     To Purchase Shares of $0.01 Par Value Common Stock ("Common Stock") of

                               MOTIENT CORPORATION

     THIS CERTIFIES that, for value received, M&E Advisors, L.L.C., a Delaware
limited liability company, in its capacity as Administrative Agent and
Collateral Agent (the "Administrative Agent 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") is entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe for and purchase from Motient Corporation, a
Delaware corporation (the "Company"), 2,000,000 shares of Common Stock of the
Company (the "Warrant Shares"); provided, however, that the number of Warrant
Shares shall be reduced to 1,000,000 shares of Common Stock of the Company if
(but only if) after the date hereof but before the date that is 60 calendar days
after the date hereof the Company and/or its wholly owned subsidiaries receive
an aggregate of at least $7,500,000 of debt or equity financing from sources
other than the lenders under the Credit Agreement. The "Exercise Price" is
$4.88. The Exercise Price and the number of shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. This Warrant is
being issued in connection with Amendment No. 1 to the Credit Agreement. The
Administrative Agent and Collateral Agent holds this Warrant for the
proportionate benefit of the lenders under the Credit Agreement and shall
distribute any shares of Common Stock issued upon exercise of this Warrant to
such lenders pro rata on the basis of their respective percentage interests in
the principal amount of indebtedness outstanding under the Credit Agreement at
the time of exercise.

     Section 1. Title of Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in respect of the right to purchase any part of the
Warrant Shares, at the office or agency of the Company by the holder hereof in
person or by such holder's duly authorized agent, upon surrender of this Warrant
together with (i) the Assignment Form annexed hereto properly endorsed, and (ii)
any other documentation reasonably necessary to satisfy the Company that such
transfer is in compliance with all applicable securities laws.


                                       1
<PAGE>


     Section 2. Authorization of Shares. The Company covenants that all shares
of Common Stock which may be issued upon the exercise of the rights represented
by this Warrant will, upon exercise of the rights represented by this Warrant
and payment of the Exercise Price as set forth herein, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue or otherwise specified
herein). The Company further covenants that (x) during the period this Warrant
is outstanding and exercisable, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant and
(y) its issuance of this Warrant shall constitute the grant of full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange upon
which the Common Stock may be listed.

     Section 3. Exercise of Warrant. Exercise of the purchase rights represented
by this Warrant may be made at any time or times after the date hereof by the
delivery by facsimile or overnight courier of the Notice of Exercise annexed
hereto duly completed and executed, to be followed within one (1) full business
day by the surrender of this Warrant at the principal office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the registered holder hereof at the address of such holder appearing
on the books of the Company), together with delivery to the Company by such
holder of all certifications or documentation reasonably necessary to establish,
to the reasonable satisfaction of the Company, that any such exercise has been
undertaken in compliance with all applicable federal and state securities laws,
and upon payment of the full Exercise Price of the shares thereby purchased;
whereupon the holder of this Warrant shall be entitled to receive a certificate
for the number of shares of Common Stock so purchased. The exercise will be
deemed to have occurred as of the date contained in the Notice of Exercise.
Certificates for shares purchased hereunder shall be delivered to the holder
hereof within three (3) business days after the date on which this Warrant shall
have been exercised as aforesaid. Payment of the Exercise Price of the shares
shall be by certified check or cashier's check or by wire transfer (of same day
funds) to an account designated by the Company in an amount equal to the
Exercise Price multiplied by the number of shares being purchased.

     Section 4. Registration Rights Agreement. Any holder of this Warrant
electing to exercise this Warrant for shares of Common Stock will be deemed to
be a party to that certain Registration Rights Agreement, dated as of the date
hereof (the "Registration Rights Agreement"), between the Company and the
Administrative Agent and Collateral Agent. The Company will provide copies of
the Registration Rights Agreement, free of charge, to any party who delivers a
written request therefor to: Motient Corporation, 300 Knightsbridge Parkway,
Lincolnshire, Illinois 60069, Attention: Secretary.

     Section 5. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.


                                       2
<PAGE>

     Section 6. Charges, Taxes and Expenses. Issuance of certificates for shares
of Common Stock upon the exercise of this Warrant shall be made without charge
to the holder hereof for any issue or transfer tax or other incidental expense
in respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof; and provided further, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issuance of any Warrant certificates or any certificates for the Warrant Shares
other than the issuance of a Warrant certificate to the Investor in connection
with the Investor's surrender of a Warrant certificate upon the exercise of less
than all of the Warrants evidenced thereby, and the Company shall not be
required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

     Section 7. Closing of Books. The Company will at no time close its
stockholder books or records in any manner which interferes with the timely
exercise of this Warrant.

     Section 8. No Rights as Stockholder Until Exercise. Subject to the
provisions of any other written agreement between the Company and the
Administrative Agent and Collateral Agent, the Administrative Agent and
Collateral Agent shall not be entitled to vote or receive dividends or be deemed
the holder of Warrant Shares or any other securities of the Company that may at
any time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Administrative Agent and
Collateral Agent, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised as provided herein. However, at the time of
the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares so
purchased hereunder shall be deemed to be issued to such holder as the record
owner of such shares as of the close of business on the date on which this
Warrant shall have been exercised.

     Section 9. Assignment and Transfer of Warrant. This Warrant may be assigned
in whole or in part by the surrender of this Warrant and the Assignment Form
annexed hereto duly executed at the office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the Company); provided, however, that this Warrant may not be resold or
otherwise transferred except (i) in a transaction registered under the
Securities Act, (ii) a sale in compliance with Rule 144 promulgated under the
Securities Act, or (iii) in a transaction pursuant to an exemption, if
available, from registration under the Securities Act and whereby, if requested
by the Company, an opinion of counsel reasonably satisfactory to the Company is
obtained by the holder of this Warrant to the effect that the transaction is so
exempt; provided, however, that no such opinion of counsel shall be required for
an assignment to a lender under the Credit Agreement or an affiliate of the
Administrative Agent and Collateral Agent.


                                       3
<PAGE>

     Section 10. Loss, Theft, Destruction or Mutilation of Warrant. The Company
represents warrants and covenants that (i) upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of any Warrant or stock certificate representing the Warrant Shares,
and in case of loss, theft or destruction, of indemnity reasonably satisfactory
to it, and (ii) upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or
stock certificate of like tenor and dated as of such cancellation, in lieu of
this Warrant or stock certificate, without any charge therefor. This Warrant is
exchangeable at any time for an equal aggregate number of Warrants of different
denominations, as requested by the holder surrendering the same, or in such
denominations as may be requested by the Holder following determination of the
Exercise Price. No service charge will be made for such registration or
transfer, exchange or reissuance.

     Section 11. Saturdays, Sundays, Holidays, Etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding business day.

     Section 12. Effect of Certain Events. If at any time while this Warrant or
any portion thereof is outstanding and unexpired there shall be (i) a sale or
conveyance of all or substantially all of the Company's assets or (ii) a
transaction resulting in a "Change of Control" (as defined below), whether by
merger, consolidation or otherwise (such transaction, a "Sale or Merger
Transaction"), in which the consideration to be received by the Company or its
stockholders consists solely of cash, and in case the Company shall at any time
effect a Sale or Merger Transaction in which the consideration to be received by
the Company or its stockholders consists in part of consideration other than
cash, the holder of this Warrant shall have the right but not the obligation
thereafter to purchase, by exercise of this Warrant and payment of the aggregate
Exercise Price in effect immediately prior to such action, the kind and amount
of shares and other securities and property which it would have owned or have
been entitled to receive after the happening of such transaction had this
Warrant been exercised immediately prior thereto. As used herein, a "Change of
Control" will be deemed to have occurred upon the earliest date at which (i) any
individual or entity that does not own voting securities of the Company as of
the date hereof is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended), directly or indirectly,
of securities of the Company representing 20% or more of the combined voting
power of the Company's outstanding voting securities, other than through the
purchase of voting securities directly from the Company through a private
placement; (ii) individuals who constitute the Company's Board of Directors on
the date hereof (the "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least two-thirds of the
directors comprising the Incumbent Board shall from and after such election be
deemed to be a member of the Incumbent Board; (iii) the Company or its
subsidiaries are merged or consolidated with another corporation or entity and
as a result of such merger or consolidation less than a majority of the
outstanding voting securities of the surviving or resulting corporation or
entity shall then be owned by the former stockholders of the Company; (iv) a


                                       4
<PAGE>

tender offer or exchange offer is made and consummated by an individual or
entity other than the Company for the ownership of 20% or more of the voting
securities of the Company then outstanding; or (v) all or substantially all of
the assets of the Company are sold or transferred to an individual or entity as
to which (A) the Incumbent Board does not have authority (whether by law or
contract) to directly control the use or further disposition of such assets and
(B) the financial results of the Company and such individual or entity are not
consolidated for financial reporting purposes.

     Section 13. Subdivisions, Combinations and Other Issuance. If the Company
shall at any time after the date hereof but prior to the expiration of this
Warrant subdivide its outstanding securities as to which purchase rights under
this Warrant exist, by split-up, spin-off, or otherwise, or combine its
outstanding securities as to which purchase rights under this Warrant exist, the
number of Warrant Shares for which this Warrant is exercisable as of the date of
such subdivision, split-up, spin-off or combination shall forthwith be
proportionately increased in the case of a subdivision, or proportionately
decreased in the case of a combination.

     Section 14. Stock Dividend. If at any time after the date hereof the
Company declares a dividend or other distribution on Common Stock payable in
Common Stock or other securities or rights convertible into Common Stock
("Common Stock Equivalents") without payment of any consideration by holders of
Common Stock for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
exercise or conversion thereof), then the number of shares of Common Stock for
which this Warrant may be exercise shall be increased as of the record date (or
the date of such dividend distribution if no record date is set) for determining
which holders of Common Stock shall be entitled to receive such dividends, in
proportion to the increase in the number of outstanding shares (and shares of
Common Stock issuable upon conversion of all such securities convertible into
Common Stock) as a result of such dividend.

     Section 15. Merger, etc. If at any time after the date hereof there shall
be a merger or consolidation of the Company with or into or a transfer of all or
substantially all of the assets of the Company to another entity, then the
holder of this Warrant shall be entitled to receive upon or after such transfer,
merger or consolidation becoming effect, and upon payment of the Exercise Price
or delivery of the Surrendered Shares, the number of shares or other securities
or property of the Company or of the successor corporation resulting from such
merger or consolidation, which would have been received by holder of this
Warrant for the shares of stock subject to this Warrant had this Warrant been
exercised just prior to such transfer, merger or consolidation becoming effect
or to the applicable record date hereof, as the case may be. The Company will
not merger or consolidate with or into any other corporation, or sell or
otherwise transfer its property, assets and business substantially as an
entirety to another corporation, unless the corporation resulting from such
merger or consolidation (if not the Company), or such transferee corporation, as
the case may be, shall expressly assume in writing the due and punctual
performance and observance of each and every covenant and condition of this
Warrant to be performed and observed by the Company.

     Section 16. Reclassification, etc. If at any time after the date hereof
there shall be a reorganization or reclassification of the securities as to
which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, then the holder of this
Warrant shall thereafter be entitled to receive upon exercise of this Warrant,


                                       5
<PAGE>

during the period specified herein and upon payment of the Exercise Price, the
number of shares or other securities or property resulting from such
reorganization or reclassification, which would have been received by the holder
of this Warrant for shares of stock subject to this Warrant had this Warrant at
such time been exercised.

     Section 17. Compliance with Securities Laws.

     (a) The holder hereof acknowledges that the Warrant Shares acquired upon
the exercise of this Warrant, if not registered (or if no exemption from
registration exists), will have restrictions upon resale imposed by state and
federal securities laws. Each certificate representing the Warrant Shares issued
to the holder hereof upon exercise (if not registered or if no exemption from
registration exists) will bear a restrictive legend which shall read
substantially as follows:

     "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
     ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH
     ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
     EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
     REGISTRATION IS NOT REQUIRED.

     (b) Without limiting the Administrative Agent and Collateral Agent's right
to transfer, assign or otherwise convey the Warrant or Warrant Shares in
compliance with all applicable securities laws, the Administrative Agent and
Collateral Agent, by acceptance hereof, acknowledges that this Warrant and the
Warrant Shares to be issued upon exercise hereof are being acquired solely for
the Administrative Agent and Collateral Agent's own account, and that the
Administrative Agent and Collateral Agent will not offer, sell or otherwise
dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof
except under circumstances that will not result in a violation of applicable
federal and state securities laws. Upon exercise of this Warrant, the
Administrative Agent and Collateral Agent shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the Warrant
Shares of Common Stock so purchased are being acquired solely for the
Administrative Agent and Collateral Agent's own account and not as a nominee for
any other party, for investment, and not with a view toward distribution or
resale.

     (c) Neither this Warrant nor any Share of Common Stock issued upon exercise
of this Warrant may be offered for sale or sold, or otherwise transferred or
sold in any transaction which would constitute a sale thereof within the meaning
of the Securities Act, unless (i) such security has been registered for sale
under the Securities Act and registered or qualified under applicable state
securities laws relating to the offer and sale of securities, or (ii) exemptions
from the registration requirements of the Securities Act and the registration or
qualification requirements of all such state securities laws are available and
the Company shall have received an opinion of counsel that the proposed sale or
other disposition of such securities may be effected without registration under
the Securities Act, such counsel and such opinion to be satisfactory to the
Company.

                                       6
<PAGE>


     (d) The Administrative Agent and Collateral Agent recognizes that investing
in the Warrant and the Warrant Shares involves a high degree of risk, and the
Administrative Agent and Collateral Agent is in a financial position to hold the
Warrant and the Warrant Shares indefinitely and is able to bear the economic
risk and withstand a complete loss of its investment in the Warrant and the
Warrant Shares. The Administrative Agent and Collateral Agent is a sophisticated
investor and is capable of evaluating the merits and risks of investing in the
Company. The Administrative Agent and Collateral Agent has had an opportunity to
discuss the Company's business, management and financial affairs with the
Company's management, has been given full and complete access to information
concerning the Company, and has utilized such access to its satisfaction for the
purpose of obtaining information or verifying information and have had the
opportunity to inspect the Company's operation. The Administrative Agent and
Collateral Agent has had the opportunity to ask questions of, and receive
answers from, the management of the Company (and any person acting on its
behalf) concerning the Warrant and the Warrant Shares and the agreements and
transactions contemplated hereby, and to obtain any additional information as
the Administrative Agent and Collateral Agent may have requested in making its
investment decision. The Administrative Agent and Collateral Agent is, and any
entity to which or individual to whom this Warrant is transferred will be, an
"accredited investor," as defined by Regulation D promulgated under the
Securities Act.

     Section 18. Miscellaneous.

     (a) Choice Of Law; Venue; Jurisdiction. THIS WARRANT AND THE RIGHTS AND
DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE. EACH PARTY HERETO
HEREBY CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN COOK
COUNTY, ILLINOIS, AND EACH OF THE COMPANY AND THE ADMINISTRATION AGENT AND
COLLATERAL AGENT HEREBY IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS
RELATING TO OR ARISING OUT OF THIS WARRANT OR THE AGREEMENTS RELATED HERETO MAY
BE TRIED AND LITIGATED IN ONE OF THE ABOVE-NAMED COURTS. EACH OF THE COMPANY THE
ADMINISTRATIVE AGENT AND COLLATERAL AGENT HEREBY WAIVES TO THE EXTENT PERMITTED
BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE, IN ANY SUCH ACTION, SUIT OR PROCEEDING, ANY CLAIM THAT IT IS NOT
SUBJECT TO THE PERSONAL JURISDICTION OF THE ABOVE-NAMED COURTS, THAT IT IS
IMMUNE FROM EXTRATERRITORIAL INJUNCTIVE RELIEF OR OTHER INJUNCTIVE RELIEF, THAT
ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH
ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR MAINTAINED IN ONE OF THE
ABOVE-NAMED COURTS ON THE GROUNDS OF FORUM NON CONVENIENS (EXCEPT AS SUCH
DOCTRINE RELATES TO A JUDICIAL DECISION AS TO WHICH OF THE ABOVE-NAMED COURTS
CONSTITUTES THE MOST APPROPRIATE FORUM), SHOULD BE TRANSFERRED TO ANY COURT
OTHER THAN ONE OF THE ABOVE-NAMED COURTS, OR THAT THIS WARRANT OR THE SUBJECT
MATTER HEREOF MAY NOT BE ENFORCED IN OR BY ONE OF THE ABOVE-NAMED COURTS. EACH
OF THE COMPANY AND THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT HEREBY CONSENTS


                                       7
<PAGE>

TO SERVICE OF PROCESS IN ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY MANNER
PERMITTED BY THE LAWS OF THE STATE OF NEW YORK AND HEREBY WAIVES AND AGREES NOT
TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, SUIT
OR PROCEEDING ANY CLAIM THAT ANY SUCH SERVICE OF PROCESS DOES NOT CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS. EACH PARTY HERETO HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS WARRANT, THE AGREEMENTS RELATED HERETO OR THE SUBJECT MATTER HEREOF OR
THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL DISPUTES
THAT MAY BE FILED IN COURT THAT RELATE TO THIS WARRANT, THE AGREEMENTS RELATED
HERETO OR THE SUBJECT MATTER HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.

     (b) Modification and Waiver. This Warrant and any provisions hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought. Any
amendment effected in accordance with this paragraph shall be binding upon the
Administrative Agent and Collateral Agent, each future holder of this Warrant
and the Company. No waivers of, or exceptions to, any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.

     (c) Notices. Any notice, request or other document required or permitted to
be given or delivered to the Administrative Agent and Collateral Agent or future
holders hereof or the Company shall be personally delivered or shall be sent by
certified or registered mail, postage prepaid, to the Administrative Agent and
Collateral Agent or each such holder at its address as shown on the books of the
Company or to the Company at the address set forth in the Agreement. All notices
under this Warrant shall be deemed to have been given when received.

         A party may from time to time change the address to which notices to it
are to be delivered or mailed hereunder by notice in accordance with the
provisions of this Section 14(c).

     (d) Severability. Whenever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Warrant
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Warrant shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

     (e) No Impairment. The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or


                                       8
<PAGE>

appropriate in order to protect the rights of the holders of the Warrants
against impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise, and (b) will take all such action as
may be reasonably necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant.

     Section 19. Incorporation of Terms. All capitalized terms not otherwise
defined in this Warrant shall have the definition set forth in the Agreement.











                                       9
<PAGE>

                                                                  Execution Copy



         IN WITNESS WHEREOF, the Company has caused this WARRANT to be executed
by its officers thereunto duly authorized.

Dated:  March 16, 2004                       MOTIENT CORPORATION



                                             By:  /s/ Christopher Downie
                                             Name:  Christopher Downie
                                             Title:  Chief Financial Officer


















               [Signature Page for Common Stock Purchase Warrant]

<PAGE>



                               NOTICE OF EXERCISE

     To:  Secretary                                         MOTIENT CORPORATION
          Motient Corporation
          300 Knightsbridge Parkway
          Lincolnshire, Illinois 60069

     (1)  The undersigned hereby elects to purchase ____________shares of Common
Stock of Motient Corporation, pursuant to the terms of the attached Warrant, and
tenders herewith payment of the Exercise Price in full, together with all
applicable transfer taxes if any.

Please issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is specified
below:


          --------------------------------------------------------------
          (Name)

          --------------------------------------------------------------
          (Address)

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

     (2)  Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

          Other Name:
                     ---------------------------------------------------


-----------------                  -------------------------------------------
(Date)                             (Name)

                                   -------------------------------------------
                                   (Signature)

                                   -------------------------------------------
                                   (Address)


<PAGE>



                                 ASSIGNMENT FORM

                                                             MOTIENT CORPORATION

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

     FOR VALUED RECEIVED, the foregoing Warrant of MOTIENT CORPORATION and all
rights evidenced thereby are hereby assigned to:



                                                    whose address is
-------------------------------------------------------------------------------


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


----------------------------------------------------------------------.

                                           Dated:              , 20
                                                 -------------------------



         Holder's Signature:
                            ----------------------------------------------------
         Holder's Address:
                           -----------------------------------------------------
Signature Guaranteed By:
                           -----------------------------------------------------
                           Name:



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.