EXHIBIT 4.2

[GRAPHIC OMITTED]


                               MOTIENT CORPORATION
                                STOCK AWARD PLAN
                        Amended and Restated May 23, 2000



1.       Definitions

         In this  Plan,  except  where  the  context  otherwise  indicates,  the
following definitions apply:

A.       "Agreement" means a written agreement implementing a grant of an Option
         or an award of Bonus Stock.

B.       "Board" means the Board of Directors of the Corporation.

C.       "Bonus Stock" means Shares  awarded  under the Plan in accordance  with
         the terms of Article 9.

D.       "Code" means the Internal Revenue Code of 1986, as amended.

E.       "Committee"  means the  committee of the Board meeting the standards of
         Rule  16b-3(c)(2)(i)  under the Exchange Act, or any similar  successor
         rule,  appointed by the Board to administer the Plan.  Unless otherwise
         determined by the Board, the Compensation  Committee of the Board shall
         be the Committee.

F.       "Common Stock" means the common stock, par value $.01 per share, of the
         Corporation.

G.       "Corporation" means MOTIENT CORPORATION.

H.       "Date of  Exercise"  means the date on which the  Corporation  receives
         notice of the  exercise  of an Option in  accordance  with the terms of
         Article 7.

I.       "Date of Grant"  means the date as of which an Option is  granted or an
         award of Bonus Stock is  authorized  by the action of the  Committee or
         such later date as may be specified in the authorization.

J.       "Employee"  means  any  person  determined  by the  Committee  to be an
         employee of the Corporation or of a Subsidiary.





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K.       "Exchange Act" means the Securities Exchange Act of 1934, as amended.

L.       "Fair  Market  Value" of a Share means the amount equal to the average
         of  the  high  and low  prices  of a Share  on the  applicable  date as
         reported  by  the  consolidated  tape of the  National  Association  of
         Securities  Dealers  Automated  Quotation (or  on such other recognized
         quotation  system on which the trading  prices  of the Common Stock are
         quoted  on the  applicable  date),  or, if  no Share  transactions  are
         reported on such tape (or such other system)  on the  applicable  date,
         the high and low prices of a Share on  the  immediately  preceding date
         on  which  Share  transactions  were  so  reported,  or  as  determined
         pursuant to a reasonable method adopted by the Committee  in good faith
         for such purpose.

M.       "Grantee" means an Employee to whom bonus Stock has been awarded.

N.       "Insider" means  an Optionee or Grantee who is subject to the reporting
         requirements under Section 16(a) of the Exchange Act.

O.       "Option" means  an option to purchase  Shares granted under the Plan in
         accordance with the terms of Article 6.

P.       "Option  Period"  means  the  period  during  which  an  Option  may be
         exercised.

Q.       "Option  Price"  means  the  price per Share at which an Option  may be
         exercised.  The Option  Price shall not be less than the greater of the
         Fair  Market Value per Share  determined as of the Date of Grant or the
         par value of the Common Stock.

R.       "Optionee" means an Employee to whom an Option has been granted.

S.       "Plan" means this MOTIENT CORPORATION Stock Award Plan.

T.       "Reload  Option"  means  a new Option  granted to an Optionee  upon the
         surrender of  Shares to pay the Option  Price of a  previously  granted
         Option.  The  Option Price for any Reload Option shall not be less than
         the  greater  of  the Fair  Market  Value  of a Share on the date  that
         Shares  are  surrendered  in payment of the Option Price in  accordance
         with  Section 3.A(d) or the par value of the Common Stock.  Other terms
         of  the Reload  Option shall be the same as the terms  contained in the
         Optionee's Agreement relating to the Option being exercised.

U.       "Share" means a share of Common Stock.

V.       "Subsidiary"  means  a corporation  at least 50% of the total  combined
         voting  power  of  all  classes  of  stock  of  which  is  owned by the
         Corporation either directly or through one or more Subsidiaries.

W.       "Withholding Tax Liabilities"  means the Corporation's  federal,  state
         and  any local  income  tax and  payroll  withholding  tax  obligations
         arising  in  connection  with the exercise of an Option or the award of
         Bonus  Stock  under the  Plan.  Withholding  Tax  Liabilities  does not
         include the Corporation's share of any payroll taxes.

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2.       Purpose

         The Plan is intended to assist in attracting and retaining Employees of
outstanding  ability and to promote the  identification  of their interests with
those of the shareholders of the Corporation.


3.       Administration

         The  Plan shall be administered  by the  Committee.  In addition to any
other  powers  granted to the  Committee,  it shall have the  following  powers,
subject to the express provisions of the Plan:

A.       subject  to the provisions of this Plan, to determine in its discretion
         the Employees  to whom options shall be granted and to whom Bonus Stock
         shall be  awarded, the number of Shares to be subject to each Option or
         Bonus  Stock  award,  and the terms upon which  Options may be acquired
         and  exercised and the terms and conditions of Bonus Stock awards

B.       to  determine all other terms and provisions of each  Agreement,  which
         need not be identical;

C.       without  limiting  the generality of the  foregoing,  to provide in its
         discretion in an Agreement:


         a.  for an  agreement  by the Optionee or Grantee to render services to
             the Corporation  upon such terms and conditions as may be specified
             in  the  Agreement,  provided that the Committee shall not have the
             power to commit the  Corporation to employ or otherwise  retain any
             Optionee or Grantee;


         b.  for  restrictions  on  the  transfer,  sale or other disposition of
             Shares  issued  to the  Optionee  upon the  exercise  of an  Option
             or for  other  restrictions  permitted by Article 9 with respect to
             Bonus Stock;


         c.  for an  agreement  by the Optionee or  Grantee  to  resell  to  the
             Corporation,  under specified  conditions,  Shares issued  upon the
             exercise of an Option or awarded as Bonus Stock;


         d.  for the right of the Optionee to surrender to  the  Corporation  an
             Option  (or  a  portion   thereof)   that  has  become  exercisable
             and  receive  upon such  surrender,  without  any  payment  to  the
             Corporation  or  a  Subsidiary  (other  than  amounts  necessary to
             satisfy  Withholding Tax Liabilities  with  respect  to the Option)
             that number of Shares (equal to the highest whole number of Shares)
             having an aggregate Fair  Market Value as of the date of  surrender
             equal to that  number of Shares  subject to the Option (or  portion
             thereof) being  surrendered  multiplied by an amount equal  to  the
             excess of (i) the Fair  Market  Value  of  a  Share  on the date of
             surrender over (ii) the Option Price, plus an  mount of cash  equal
             to the  Fair  Market  Value of any  fractional  Share  to which the
             Optionee might be entitled; any such surrender shall  be treated as
             the exercise of  the  Option (or portion thereof); and

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         e.  for  the automatic issuance of a Reload Option covering a number of
             Shares equal  to  the  number of any  Shares used to pay the Option
             Price;

D.       to construe and interpret the Agreements and the Plan;

E.       to  require, whether or not provided for in the pertinent Agreement, of
         any  person exercising an Option or acquiring Shares of Bonus Stock, at
         the  time   of  such   exercise  or  acquisition,  the  making  of  any
         representations or agreements which the Committee may deem necessary or
         advisable  in  order  to  comply with the securities laws or the United
         States or of any state; and

F.       to   make   all   other  determinations  and  take  all  other  actions
         necessary  or advisable for the administration of the Plan.

         Any  determinations or actions made or taken by the Committee  pursuant
to this  Article  shall,  subject to the  express  provisions  of this Plan,  be
binding and final.


4.       Eligibility

         Options  and Bonus Stock may be granted or awarded  only to  Employees,
         provided,  however,  that  members or the Committee are not eligible to
         receive Options or  Bonus Stock.  Subject to the limitations of Section
         5.A, an Employee  who  has been granted an Option or Bonus Stock may be
         granted additional Options or Bonus Stock.


5.       Stock Subject to the Plan

A.       Subject  to  adjustment  as  provided in Article  11, an  aggregate  of
         7,300,000  authorized and unissued Shares, reissued treasury Shares, or
         Shares  otherwise acquired by the Corporation,  may be issued under the
         Plan upon  the  exercise  of  Options  or  pursuant  to awards of Bonus
         Stock,  provided,  however, that no Employee may be granted Options and
         awarded  Bonus  Stock  covering  more  than 50% of the number of Shares
         issuable under the Plan.

B.       If an Option  expires or  terminates for any reason without having been
         fully  exercised,  or if  Shares  of Bonus  Stock  are  forfeited,  the
         unpurchased Shares which  had been subject to the Option at the time of
         its expiration  or termination, or the forfeited Shares of Bonus Stock,
         shall  become available for the grant of other Options or for the award
         of  additional  Shares of Bonus Stock,  provided,  that in the case of
         forfeited  Shares and to the extent necessary to satisfy the provisions
         of  Rule 16b-3 under the  Exchange  Act,  the  Grantee has  received no
         dividends prior to forfeiture with respect to such Shares.

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6.       Options

A.       Subject  to  the  provisions  of this  Plan,  the  Committee  is hereby
         authorized to grant Options to Employees.

B.       All  Agreements  granting  Options shall  contain a statement  that the
         Option  is  intended  to be a  nonstatutory  stock  option  and  not an
         incentive stock option as defined in section 422 of the Code.

C.       The  Option   Period  shall  be   determined   by   the  Committee  and
         specifically  set forth in the Agreement,  provided,  however,  that an
         Option  shall not be  exercisable  before six months  from the Date of
         Grant (except that this  limitation need not apply  in the event of the
         death  of the Optionee within the six-month period) and no Option shall
         be  exercisable after ten years after the Date of Grant.

D.       By  accepting  the grant of an Option  under  the Plan,  each  Optionee
         agrees, for the Optionee and his or her successors, that the Option may
         not be  exercised  at any time  that the  Corporation  does not have in
         effect a  registration  statement  under the Securities Act of 1933, as
         amended,  relating to the offer of Common Stock to the  Optionee  under
         the Plan,  unless the Corporation  agrees to permit such exercise,  and
         that,  upon the issuance of any Shares upon the exercise of the Option,
         the  Optionee  will,  upon the  request  of the  Corporation,  agree in
         writing that he or she is acquiring such Shares for investment only and
         not with a view to resale,  and that he or she will not sell, pledge or
         otherwise  dispose  of such  Shares so issued  unless and until (i) the
         Corporation  is furnished with an opinion of counsel to the effect that
         registration  of such Shares pursuant to the Securities Act of 1933, as
         amended,  is not  required  by that Act and the rules  and  regulations
         thereunder;  (ii) the staff of the Securities  and Exchange  Commission
         has issued a "no-action"  letter with respect to such  disposition;  or
         (iii)  such  registration  or  notification  as is, in the  opinion  of
         counsel for the  Corporation,  required for the lawful  disposition  of
         such Shares has been filed by the Corporation and has become effective;
         provided,  however, that the Corporation shall not be obligated to file
         any such  registration or notification.  The Option shall further agree
         that the Company may place a legend  embodying such  restriction on the
         certificates evidencing such shares.

E.       All other terms of  Options  granted under the Plan shall be determined
         by the  Committee in its  sole  discretion,  as exercised  consistently
         with  the  terms  of  the  Plan,  and  specifically  set  forth  in the
         Optionee's agreement. Any  terms of Options determined by the Committee
         that  vary from the  express  terms set forth in the Plan also shall be
         specifically set forth in the Optionee's Agreement.

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7.       Exercise

A.       An  Option may,  subject to the provisions of the Agreement under which
         it was  granted,  be  exercised  in whole or in part by the delivery to
         the Corporation  of written notice of the exercise, in such form as the
         Committee  may  prescribe,  accompanied  by  full payment of the Option
         Price for the  Shares with  respect to which the Option is exercised in
         accordance  with  Section 7.B, and by  satisfaction  by the Optionee of
         Withholding Tax Liabilities in accordance with Article 10.

B.       The  Option  Price  may  be paid in the  form of (i)  cash,  which  may
         include  an  assignment  of the right to receive  cash  proceeds of the
         sale  of Common  Stock  subject to the Option  pursuant  to a "cashless
         exercise" of the Option  through a transaction with a broker, (ii) duly
         endorsed certificates  representing  Shares (other than Shares that are
         subject to a  substantial  risk  of  forfeiture)  having a Fair  Market
         Value on the Date of Exercise aggregating  not more than the portion of
         the Option  Price being paid by delivery  of  such  Shares,  or (iii) a
         combination  of cash and Shares  as  provided  in  Sections  7.B(i) and
         (ii).

C.       To the extent  required to comply  with Treasury  Regulations  Sections
         1.401(k)-1(d)(2)(iv)(B)(4),  or any amendment or successor  thereto, an
         Optionee's "elective and employee  contributions"  (within  the meaning
         of such Treasury  Regulation)  under  the Plan shall be suspended for a
         period  of   twelve  months  following  such  Optionee's  receipt  of a
         hardship  distribution  made  in reliance on such  Treasury  Regulation
         from any  plan containing a cash or deferred  arrangement under Section
         401(k) of  the Code  maintained by the  Corporation  or a related party
         within the provisions  of  subsections  (b), (c), (m) or (o) of Section
         414 of the Code.


8.       Nontransferability

         Options granted under the Plan shall not be transferable otherwise than
(a) by will or the  laws of  descent  and  distribution,  or (b)  pursuant  to a
qualified  domestic  relations order as defined in Section 414(p) of the Code or
Title I of the Employee  Retirement Income Security Act or the rules thereunder,
and an Option may be  exercised,  during the  Optionee's  lifetime,  only by the
Optionee or, in the case of the Optionee's legal  disability,  by the Optionee's
legal representative.

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9.       Bonus Stock

A.       Subject  to  the  provisions  of this  Plan,  the  Committee  is hereby
         authorized to award Bonus Stock to Employees.

B.       Bonus  Stock  shall  be Shares  that  shall be  issued  at such  times,
         subject  to achievement of such  performance or other goals and on such
         other terms and conditions as the Committee shall deem appropriate.


10.      Satisfaction of Withholding Tax Liabilities

         Each Optionee or Grantee must provide the Corporation with the means to
satisfy the  Corporation's  Withholding  Tax  Liabilities,  with  respect to any
income  recognized  by the Optionee or Grantee as a result of the exercise of an
Option or award of Bonus Stock. Unless otherwise determined by the Committee and
specifically  set forth in the Optionee's or Grantee's  Agreement,  an Option or
Grantee may satisfy  Withholding  Tax  Liabilities by (i) delivering cash to the
Corporation,  (ii)  electing  to have th  Corporation  retain  Shares  otherwise
issuable  on the  exercise of the Option or pursuant to the award of Bonus Stock
(other than Shares that are subject to a substantial risk of forfeiture),  (iii)
delivering  shares (other than Shares that are subject to a substantial  risk of
forfeiture)  to the  Corporation,  or (iv) electing to satisfy  Withholding  Tax
Liabilities  through a combination of clauses (i), (ii) or (iii) of this Article
10.  Satisfaction of Withholding Tax Liabilities also shall be accomplished unde
such  additional   reasonable  terms  and  conditions  as  the  Committee  deems
appropriate.  Unless otherwise  determined by the Committee and specifically set
forth in the  Optionee's or Grantee's  Agreement,  in the case of an Insider who
elects to satisfy  Withholding Tax Liabilities by having the Corporation  retain
Shares  otherwise  issuable on the exercise of an Option or pursuant to an award
to Bonus Stock,  the Insider shall have the right to so satisfy  Withholding Tax
Liabilities  through  (a) an  irrevocable  election  made at least six months in
advance of the date on which the Withholding Tax Liabilities  arise,  and (b) if
the  Withholding  Tax  Liabilities  arise  during  the ten  business  day period
beginning  on the  third  business  day  following  the  public  release  of the
Corporation's  quarterly or annual earnings  ("Window  Period"),  an irrevocable
election made during such Window Period.


11.      Capital Adjustments

         The number and class of Shares  subject to each  outstanding  Option or
award of Bonus  Stock,  the Option Price and the  aggregate  number and class of
Shares for which  grants or awards  thereafter  may be made  shall be  equitably
adjusted  by the  Committee  to reflect  such events as stock  dividends,  stock
splits, extraordinary cash dividends, adoption of stock rights plans, split-ups,
split-offs,  spin-offs,  liquidations,   combinations  or  exchange  of  shares,
recapitalizations,  mergers,  consolidations,  reorganizations  or  any  similar
transaction of or by the Corporation.


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12.      Termination or Amendment

         The Board shall have the power to terminate the Plan and to amend it in
any respect, provided that, after the Plan has been approved by the shareholders
of the Company,  the Board may not,  without the approval of the shareholders of
the Company if such approval is then required by applicable  law or in order for
the Plan to  continue  to  satisfy  the  requirements  of Rule  16b-3  under the
Exchange Act,  amend the Plan so as to increase  materially the number of Shares
that may be issued  under the Plan (except as provided in Article 11), to modify
materially the requirements as to eligibility for  participation in the Plan, or
to increase  materially the benefits accruing to participants under the Plan. No
termination  or  amendment  of the  Plan  shall,  without  his  or her  consent,
adversely affect the rights or obligations of any Optionee or Grantee.


13.      Modification, Extension and Renewal of Options and Bonus Stock

         Subject to the terms and conditions  and within the  limitations of the
Plan, the Committee may modify,  extend or renew outstanding  Options, or accept
the surrender of outstanding  Options (to the extent not theretofore  exercised)
granted under the Plan or under any other plan of the Corporation,  or a company
or similar entity acquired by the Corporation or a Subsidiary, and authorize the
granting of new Options (to the extent not theretofore  exercised),  pursuant to
the Plan in  substitution  therefor  and the  substituted  Options may specify a
lower  exercise  price  than the  surrendered  Options,  a longer  term than the
surrendered  Options or have any other  provisions  that are  authorized  by the
Plan.  Subject to the terms and  conditions  and within the  limitations  of the
Plan, the Committee may modify the terms of any outstanding  Agreement providing
for an  award  of  Bonus  Stock.  Notwithstanding  the  foregoing,  however,  no
modification  of an Option  granted  under the Plan, or an award of Bonus Stock,
shall,  without the consent of the  Optionee or Grantee,  alter or impair any of
the Optionee's or Grantee's right or obligations.


14.      Effectiveness of the Plan

         The Plan and any amendments requiring  shareholder approval pursuant to
Article  12  are  subject  to  approval  by  vote  of  the  shareholders  of the
Corporation within 12 months after their adoption by the Board.  Subject to that
approval,  the Plan and any  amendments  are effective on the date on which they
are  adopted by the  Board.  Options  and Bonus  Stock may be granted or awarded
prior to shareholder approval of the Plan or amendments, but each such Option or
Bonus  Stock  grant or award  shall be  subject to the  approval  of the Plan or
amendments  by the  shareholders.  Except to the extent  required to satisfy the
requirements  of Rule 16b-3 under the Exchange Act, the date on which any Option
or Bonus Stock granted or awarded prior to  shareholder  approval of the Plan or
amendment  is granted or awarded  shall be the Date of Grant for all purposes as
if the Option or Bonus Stock had not been subject to approval.  No Option may be
exercised prior to such shareholder approval,  and any Bonus Stock awarded shall
be forfeited if such shareholder approval is not obtained.


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15.      Term of the Plan

         Unless  sooner  terminated  by  the Board  pursuant  to Article 12, the
Plan shall  terminate on December 6, 2003,  and no Options or Bonus Stock may be
granted after termination.  The termination shall not affect the validity of any
Options or Bonus Stock may be granted after  termination.  The termination shall
not affect the validity of any Option or Bonus stock  outstanding on the date of
termination.


16.      Indemnification of Committee

         In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee,  the members of the Committee shall be
indemnified  by the  Corporation  against  the  reasonable  expenses,  including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding,  or in connection with any appeal therein, to
which  they or any of them  may be a party  by  reason  of any  action  taken or
failure to act under or in connection with the Plan or any Option or Bonus Stock
granted or awarded hereunder, and against all amounts reasonably paid by them in
settlement  thereof  or paid by them in  satisfaction  or  judgment  in any such
action, suit or proceeding,  if such members acted in good faith and in a manner
which they  believed  to be in, and not opposed  to, the best  interests  of the
Corporation.


17.      General Provisions

A.       The  establishment  of the  Plan shall not confer upon any Employee any
         legal  or equitable  right against the  Corporation,  any Subsidiary or
         the Committee, except as expressly provided in the Plan.

B.       The  Plan  does not  constitute  inducement  or  consideration  for the
         employment  of  any  Employee,  nor  is  it  a   contract  between  the
         Corporation  or a  Subsidiary  and any Employee.  Participation  in the
         Plan  shall  not  give an  Employee  any  right to be  retained  in the
         service of the Corporation or Subsidiary.

C.       The Corporation  and is Subsidiaries may assume options,  warrants,  or
         rights to  purchase stock issued or granted by other corporations whose
         stock or  assets shall be acquired by the  Corporation or a Subsidiary,
         or which  shall be merged into or consolidated  with the Corporation or
         a  Subsidiary. Neither the adoption of this Plan, nor its submission to
         the  shareholders,  shall  be taken to impose  any  limitations  on the
         powers of the Corporation  or its affiliates to issue, grant, or assume
         options,  warrants,  rights, or  bonus stock, otherwise than under this
         Plan,  or to adopt other stock  option stock or bonus stock plans or to
         impose any requirement of shareholder approval upon the same.

D.       The  interests of any  Employee  under  the Plan are not subject to the
         claims of creditors and may not, in any  way, be assigned, alienated or
         encumbered except as provided in Article 8.

E.       The  Plan  and   each  Agreement  shall  be  governed,   construed  and
         administered in accordance with the laws of the State of Delaware.

F.       The  adoption of  the Plan,  the grant and  exercise of Options and the
         award of  Bonus  Stock  shall be subject  to  receipt  of all  required
         regulatory   approvals,   including  without  limitation  any  required
         approvals of the Federal Communications Commission.

G.       Should  any  provision  of the Plan that is intended to comply with the
         provisions  of  Rule 16b-3  under the  Exchange  Act at the date of the
         adoption  of  the  Plan  by  the  Board  not   be  necessary  for  such
         compliance,  or become no longer necessary for  such  compliance,  such
         provision  of the Plan shall have no force  or effect under the Plan as
         of the date  that  such  provision  is  not  required  for  purpose  of
         satisfying the provisions of Rule 16b-3 under the Exchange Act.




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