<PAGE>


                                                                    Exhibit 4.17


THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES ACQUIRED UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER THIS WARRANT NOR SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR (B) UPON
RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH OPINION SHALL BE
REASONABLY SATISFACTORY TO ISSUER THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND SUCH LAWS.

                          -----------------------------
                        XM SATELLITE RADIO HOLDINGS INC.
                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------
     Certificate No.  2                              Number of Shares: 90,000

     This certifies that, for good and valuable consideration, XM Satellite
     Radio Holdings Inc., a Delaware corporation (the "Company"), grants to
     CNBC, Inc., a Delaware corporation ("CNBC"), the right to subscribe for and
     purchase from the Company Ninety Thousand (90,000) shares of the Company's
     Class A common stock, par value $0.01 per share (the "Common Stock"),
     subject to the terms, conditions and adjustments herein set forth. Certain
     capitalized terms used herein and not otherwise defined shall have the
     meanings ascribed to them in Section 11.



                                        1
<PAGE>


1.     NUMBER OF WARRANT SHARES; EXERCISE PRICE.

Subject to terms, conditions and adjustments as set forth in Section 7.1 and
elsewhere herein, the Warrantholder shall have the right, in respect of this
Warrant, to purchase up to an aggregate of 90,000 shares of Common Stock (the
"Warrant Shares") at a purchase price per share (the "Exercise Price") equal to
$26.50.

2.     DURATION AND EXERCISE OF WARRANT; LIMITATIONS ON EXERCISE; PAYMENT OF
       TAXES.

             2.1    EXERCISABILITY OF WARRANT. This Warrant shall first become
                    exercisable ("vest") in installments as follows:

                    (a)    upon the first anniversary of the Commencement of
                           Commercial Operations, the right to exercise this
                           Warrant shall vest in respect of, and this Warrant
                           shall become exercisable for, 30,000 of the Warrant
                           Shares;

                    (b)    upon the second anniversary of the Commencement of
                           Commercial Operations, the right to exercise this
                           Warrant shall vest in respect of, and this Warrant
                           shall become exercisable for, 30,000 of the Warrant
                           Shares;

                    (c)    upon the third anniversary of the Commencement of
                           Commercial Operations, the right to exercise this
                           Warrant shall vest in respect of, and this Warrant
                           shall become exercisable for, 30,000 of the Warrant
                           Shares; and

             PROVIDED, HOWEVER, that notwithstanding anything to the contrary in
             this Warrant, in the event that the CNBC Agreement is terminated
             (i) by the Company pursuant to Section 2.4(c), 2.4(e), 5.1, 5.3,
             9.2 or Article 8 of the CNBC Agreement, or (ii) by the
             Warrantholder pursuant to Section 5.4, 5.5 or Article 8 of the CNBC
             Agreement, then in no event shall this Warrant vest in respect of,
             or become exercisable for, any Warrant Shares other than those
             Warrant Shares in respect of which this Warrant had vested prior to
             the time of any such termination of the CNBC Agreement. If any
             portion of the Warrant fails to vest and cannot vest in the future,
             that portion of the Warrant shall terminate upon the failure to
             vest (and if all other portions of the Warrant have previously
             terminated or been exercised in full, the Warrant shall be
             terminated in its entirety). The Warrantholder shall have no right
             to exercise this Warrant prior to the first anniversary of the
             Commencement of Commercial Operations.

             2.2    DURATION AND EXERCISE OF WARRANT. Subject to the terms and
                    conditions set forth herein, including Section 2.1, the
                    Warrant may be exercised, in whole or in part, prior to the
                    Expiration Date in respect of the Warrant Shares to be
                    exercised, by the Warrantholder by:

                    (a)    the surrender of this Warrant to the Company, with a
                           duly executed Exercise Form specifying the number of
                           Warrant Shares to be purchased, during normal
                           business hours on any Business Day prior to the
                           Expiration Date; and

                    (b)    the delivery of payment to the Company, for the
                           account of the Company, by cash, by certified or bank
                           cashier's check or by wire transfer of immediately
                           available funds in accordance with wire instructions
                           that shall be provided by the Company upon request,
                           of the Exercise Price for the number of Warrant
                           Shares specified in the Exercise Form in lawful money
                           of the United States of America; PROVIDED, HOWEVER,
                           that no such payment need be delivered if the
                           Warrantholder elects to exercise the Warrant pursuant
                           to the Cashless Exercise or the In-Kind Exercise
                           described below.

       In lieu of payment of the Exercise Price in cash, at the option of the
       Warrantholder, as indicated on the Exercise Form, the Warrantholder may
       (i) demand that the Company reduce the number of shares of Common Stock
       to be delivered to such Warrantholder upon exercise of the Warrant then
       being exercised so that the Warrantholder receives a number of shares of
       Common Stock equal to the product of (x) the number of shares of Common
       Stock for which such Warrant would otherwise then be nominally exercised
       if payment of the


<PAGE>

       Exercise Price as of the date of exercise were being made in cash and (y)
       the Cashless Exercise Ratio (a "Cashless Exercise"), or (ii) deliver
       shares of Common Stock having a Fair Market Value, determined on the day
       on which the Warrant is exercised, equal to the aggregate Exercise Price
       to be paid, that are either held by the Warrantholder or are acquired in
       connection with such exercise, and without payment of the Exercise Price
       in cash (an "In-Kind Exercise"). The Warrantholder may use the Cashless
       Exercise or In-Kind Exercise option whether this Warrant is being
       exercised in full or in part. The Company agrees that such Warrant Shares
       shall be deemed to be issued to the Warrantholder as the record holder
       of such Warrant Shares as of the close of business on the date on which
       this Warrant shall have been surrendered and payment made for the Warrant
       Shares as aforesaid.

             2.3    LIMITATIONS ON EXERCISE. Notwithstanding anything to the
                    contrary herein, this Warrant may be exercised only upon (i)
                    the delivery to the Company of any certificates, legal
                    opinions, and other documents reasonably requested by the
                    Company to satisfy the Company that the proposed exercise of
                    this Warrant may be effected without registration under the
                    Securities Act, and (ii) receipt by the Company of approval
                    of any applicable Governmental Authority (other than the
                    FCC) of the proposed exercise. The Warrantholder shall not
                    be entitled to exercise this Warrant, or any part thereof,
                    unless and until such approvals, certificates, legal
                    opinions or other documents are reasonably acceptable to the
                    Company. The cost of such approvals, certificates, legal
                    opinions and other documents under clauses (i) and (ii) of
                    this Section 2.3, if required, shall be borne by the
                    Warrantholder. In the event that the FCC shall object to the
                    proposed exercise of the Warrant, then the Company, at its
                    expense, shall be solely responsible for taking any and all
                    action required to obtain FCC approval to permit such
                    exercise as promptly as practicable.

             2.4    WARRANT SHARES CERTIFICATE. A stock certificate or
                    certificates for the Warrant Shares specified in the
                    Exercise Form shall be delivered to the Warrantholder within
                    five Business Days after receipt of the Exercise Form and
                    receipt of payment of the purchase price. If this Warrant
                    shall have been exercised only in part, the Company shall,
                    at the time of delivery of the stock certificate or
                    certificates, deliver to the Warrantholder a new warrant
                    evidencing the rights to purchase the remaining Warrant
                    Shares, which new warrant shall in all other respects be
                    identical with this Warrant.

             2.5    PAYMENT OF TAXES. The issuance of certificates for Warrant
                    Shares shall be made without charge to the Warrantholder for
                    any documentary, stamp or similar stock transfer or other
                    issuance tax in respect thereto; provided, however, that the
                    Warrantholder shall be required to pay any and all taxes
                    which may be payable in respect of any transfer involved in
                    the issuance and delivery of any certificate in a name other
                    than that of the then Warrantholder as reflected upon the
                    books of the Company.

3.     RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS.

             3.1    TRANSFER OF WARRANT. This Warrant may not be transferred by
                    the Warrantholder, except with the written consent of the
                    Company; PROVIDED, HOWEVER, that the Warrantholder may
                    transfer this Warrant to any Affiliate of the Warrantholder
                    without the prior written consent of the Company.

3.2      RESTRICTIVE LEGENDS.

                    (a)    Except as otherwise permitted by this Section, this
                           Warrant shall (and each Warrant issued in
                           substitution for any Warrant pursuant to Section 5
                           shall) be stamped or otherwise imprinted with a
                           legend in substantially the following form:

                           THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY
                           SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
                           HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                           1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
                           NEITHER THIS WARRANT NOR SUCH SECURITIES NOR ANY
                           INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
                           PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A)


                                        2
<PAGE>


                           PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                           SUCH ACT OR SUCH LAWS OR (B) IF REQUESTED, UPON
                           RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH
                           OPINION SHALL BE REASONABLY SATISFACTORY TO ISSUER
                           THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
                           SUCH ACT AND SUCH LAWS.

                    (b)    Except as otherwise permitted by this Section, each
                           stock certificate for Warrant Shares issued upon the
                           exercise of any Warrant and each stock certificate
                           issued upon the direct or indirect transfer of any
                           such Warrant Shares shall be stamped or otherwise
                           imprinted with a legend in substantially the
                           following form:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                           AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER
                           THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
                           OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
                           DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
                           REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR
                           AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
                           SUCH LAWS.

                    (c)    Notwithstanding paragraphs (a) and (b) of this
                           Section 3.2, the Warrantholder may require the
                           Company to issue to the Warrantholder a Warrant or a
                           stock certificate for Warrant Shares, in each case
                           without a legend, if either (i) such Warrant or such
                           Warrant Shares, as the case may be, have been
                           registered for resale under the Securities Act or
                           (ii) the Warrantholder has delivered to the Company
                           an opinion of legal counsel, which opinion shall be
                           addressed to the Company and be reasonably
                           satisfactory in form and substance to the Company,
                           to the effect that such registration is not required
                           with respect to such Warrant or such Warrant Shares,
                           as the case may be.

4.       RESERVATION AND REGISTRATION OF SHARES, ETC.

         The Company covenants and agrees as follows:

                    (a)    all Warrant Shares which are issued upon the exercise
                           of this Warrant will, upon issuance, be duly and
                           validly issued, fully paid, and nonassessable, not
                           subject to any preemptive rights, and free from all
                           taxes, liens, security interests, charges, and other
                           encumbrances with respect to the issue thereof;

                    (b)    during the period within which this Warrant may be
                           exercised, the Company will at all times have
                           authorized and reserved, and keep available free from
                           preemptive rights and any liens and encumbrances, a
                           sufficient number of shares of Common Stock to
                           provide for the exercise of the rights represented by
                           this Warrant; and

                    (c)    the Company will, from time to time, take all such
                           action as may be required to assure that the par
                           value per share of the Warrant Shares is at all times
                           equal to or less than the then effective Exercise
                           Price.

5.       LOSS OR DESTRUCTION OF WARRANT.

         Subject to the terms and conditions hereof, upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
such bond or indemnification as the Company may reasonably require, and, in the
case of such mutilation, upon surrender and cancellation of this Warrant, the
Company will execute and deliver a new Warrant of like tenor.


                                        3
<PAGE>


6.       OWNERSHIP OF WARRANT.

         The Company may deem and treat the Person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer in accordance with the
restrictions on transfer set forth herein.

7.     CERTAIN ADJUSTMENTS

             7.1    The number of Warrant Shares purchasable upon the exercise
                    of this Warrant and the Exercise Price shall be subject to
                    adjustment as follows:

                    (a)    STOCK DIVIDENDS.  If at any time after the date of
                           the issuance of this Warrant (i) the Company shall
                           fix a record date for the issuance of any stock
                           dividend payable in shares of Common Stock; or
                           (ii) the number of shares of Common Stock shall
                           have been increased by a subdivision or split-up
                           of shares of Common Stock, then, on the record
                           date fixed for the determination of holders of
                           Common Stock entitled to receive such dividend or
                           immediately after the effective date of such
                           subdivision or split-up, as the case may be, the
                           number of shares to be delivered upon exercise of
                           this Warrant will be increased so that the
                           Warrantholder will be entitled to receive the number
                           of shares of Common Stock that the Warrantholder
                           would have owned immediately following such action
                           had this Warrant been exercised immediately prior
                           thereto, and the Exercise Price will be adjusted as
                           provided below in paragraph (g).

                    (b)    COMBINATION OF STOCK.  If the number of shares of
                           Common Stock outstanding at any time after the
                           date of the issuance of this Warrant shall have
                           been decreased by a combination of the outstanding
                           shares of Common Stock, then, immediately after the
                           effective date of such combination, the number of
                           shares of Common Stock to be delivered upon exercise
                           of this Warrant will be decreased so that the
                           Warrantholder thereafter will be entitled to
                           receive the number of shares of Common Stock that
                           the Warrantholder would have owned immediately
                           following such action had this Warrant been
                           exercised immediately prior thereto, and the
                           Exercise Price will be adjusted as provided below
                           in paragraph (g).

                    (c)    REORGANIZATION, ETC.  If any capital reorganization
                           of the Company, any reclassification of the Common
                           Stock, any consolidation of the Company with or
                           merger of the Company with or into any other Person,
                           or any sale or lease or other transfer of all or
                           substantially all of the assets of the Company to
                           any other Person, shall be effected in such a way
                           that the holders of Common Stock shall be entitled
                           to receive stock, other securities or assets
                           (whether such stock, other securities or assets are
                           issued or distributed by the Company or another
                           Person) with respect to or in exchange for Common
                           Stock, then, upon exercise of this Warrant, the
                           Warrantholder shall have the right to receive the
                           kind and amount of stock, other securities or assets
                           receivable upon such reorganization,
                           reclassification, consolidation, merger or sale,
                           lease or other transfer by a holder of the number
                           of shares of Common Stock that the Warrantholder
                           would have been entitled to receive upon exercise
                           of this Warrant had this Warrant been exercised
                           immediately before such reorganization,
                           reclassification, consolidation, merger or sale,
                           lease or other transfer, subject to adjustments that
                           shall be as nearly equivalent as may be practicable
                           to the adjustments provided for in this Section 7.
                           If the Company effects any such consolidation,
                           merger or sale, lease or other transfer, the Company
                           shall ensure that prior to, or simultaneously with,
                           the consummation thereof, the successor Person (if
                           other than the Company) resulting from such
                           consolidation or merger, or such Person purchasing,
                           leasing or otherwise acquiring such assets, shall
                           assume, by written instrument, the obligation to
                           deliver to the Warrantholder the shares of stock,
                           securities or assets to which, in accordance with
                           the foregoing provisions, the Warrantholder may be
                           entitled and all other obligations of the Company
                           under this Warrant.  The provisions of this
                           paragraph (c) shall apply to successive
                           reorganizations, reclassifications, consolidations,
                           mergers, sales, leasing transactions and other
                           transfers.


                                        4
<PAGE>


                    (d)    DISTRIBUTIONS TO ALL HOLDERS OF COMMON STOCK.  If
                           the Company shall, at any time after the date of
                           issuance of this Warrant, fix a record date to
                           distribute to all holders of its Common Stock any
                           shares of capital stock of the Company (other than
                           Common Stock) or evidences of its indebtedness or
                           assets (not including regular quarterly cash
                           dividends and distributions paid from retained
                           earnings of the Company) or rights or warrants to
                           subscribe for or purchase any of its securities,
                           then the Warrantholder shall be entitled to
                           receive, upon exercise of this Warrant, that
                           portion of such distribution to which it would have
                           been entitled had the Warrantholder exercised its
                           Warrant immediately prior to the date of such
                           distribution.  At the time it fixes the record date
                           for such distribution, the Company shall allocate
                           sufficient reserves to ensure the timely and full
                           performance of the provisions of this Subsection.
                           The Company shall promptly (but in any case no later
                           than five Business Days prior to the record date of
                           such distribution) give notice to the Warrantholder
                           that such distribution will take place.

                    (e)    FRACTIONAL SHARES. No fractional shares of Common
                           Stock or scrip shall be issued to the Warrantholder
                           in connection with the exercise of this Warrant.
                           Instead of any fractional shares of Common Stock that
                           would otherwise be issuable to the Warrantholder, the
                           Company will pay to the Warrantholder a cash
                           adjustment in respect of such fractional interest in
                           an amount equal to that fractional interest of the
                           then current Fair Market Value per share of Common
                           Stock.

                    (f)    CARRYOVER. Notwithstanding any other provision of
                           this Section 7, no adjustment shall be made to the
                           number of shares of Common Stock to be delivered to
                           the Warrantholder (or to the Exercise Price) if such
                           adjustment represents less than 0.10% of the number
                           of shares to be so delivered, but any lesser
                           adjustment shall be carried forward and shall be made
                           at the time and together with the next subsequent
                           adjustment which together with any adjustments so
                           carried forward shall amount to 0.10% or more of the
                           number of shares to be so delivered.

                    (g)    EXERCISE PRICE ADJUSTMENT. Whenever the number of
                           Warrant Shares purchasable upon the exercise of this
                           Warrant is adjusted, as herein provided, the Exercise
                           Price payable upon the exercise of this Warrant shall
                           be adjusted by multiplying such Exercise Price
                           immediately prior to such adjustment by a fraction,
                           of which the numerator shall be the number of Warrant
                           Shares purchasable upon the exercise of the Warrant
                           immediately prior to such adjustment, and of which
                           the denominator shall be the number of Warrant Shares
                           purchasable immediately thereafter.

             7.2    RIGHTS OFFERING. In the event the Company shall effect an
                    offering of Common Stock pro rata among its stockholders,
                    the Warrantholder shall be entitled to elect to participate
                    in each and every such offering as if this Warrant had been
                    exercised immediately prior to each such offering. The
                    Company shall promptly (but in any case no later than five
                    Business Days prior to such rights offering) give notice to
                    the Warrantholder that such rights offering will take place.
                    The Company shall not be required to make any adjustment
                    with respect to the issuance of shares of Common Stock
                    pursuant to a rights offering in which the holder hereof
                    elects to participate under the provisions of this Section
                    7.2.

             7.3    NOTICE OF ADJUSTMENTS. Whenever the number of Warrant Shares
                    or the Exercise Price of such Warrant Shares is adjusted, as
                    herein provided, the Company at its expense shall promptly
                    give to the Warrantholder notice of such adjustment or
                    adjustments and a certificate of the independent public
                    accountants regularly employed by the Company or a firm of
                    independent public accountants of recognized national
                    standing selected by the Board of Directors of the Company
                    (which shall be appointed at the Company's expense) setting
                    forth the number of Warrant Shares and the Exercise Price of
                    such Warrant Shares after such adjustment, a brief statement
                    of the facts requiring such adjustment, and the computation
                    by which such adjustment was made.

             7.4    NOTICE OF EXTRAORDINARY CORPORATE EVENTS. In case the
                    Company after the date hereof shall propose to (i)
                    distribute any dividend (whether stock or cash or otherwise)
                    to the holders of


                                        5
<PAGE>


                    shares of Common Stock or to make any other distribution to
                    the holders of shares of Common Stock, (ii) offer to the
                    holders of shares of Common Stock rights to subscribe for or
                    purchase any additional shares of any class of stock or any
                    other rights or options, (iii) effect any reclassification
                    of the Common Stock (other than a reclassification involving
                    merely the subdivision or combination of outstanding shares
                    of Common Stock), any capital reorganization, any
                    consolidation or merger (other than a merger in which no
                    distribution of securities or other property is to be made
                    to holders of shares of Common Stock), any sale or lease or
                    transfer or other disposition of all or substantially all of
                    its property, assets and business, or the liquidation,
                    dissolution or winding up of the Company, or (iv) otherwise
                    effect any of the transactions described in Section 7.1(a),
                    (b), (c) or (d) or Section 7.2, then, in each such case, the
                    Company shall give to the Warrantholder notice of such
                    proposed action, which notice shall specify the date on
                    which (a) the books of the Company shall close, or (b) a
                    record shall be taken for determining the holders of Common
                    Stock entitled to receive such stock dividends or other
                    distribution or such rights or options, or (c) such
                    reclassification, reorganization, consolidation, merger,
                    sale, transfer, other disposition, liquidation, dissolution
                    or winding up shall take place or commence, as the case may
                    be, and the date, if any, as of which it is expected that
                    holders of record of Common Stock shall be entitled to
                    receive securities or other property deliverable upon such
                    action. Such notice shall be given in the case of any action
                    covered by clause (i) or (ii) above at least ten days prior
                    to the record date for determining holders of Common Stock
                    for purposes of receiving such payment or offer, or in the
                    case of any action covered by clause (iii) above at least 30
                    days prior to the date upon which such action takes place
                    and 20 days prior to any record date to determine holders of
                    Common Stock entitled to receive such securities or other
                    property.

             7.5    EFFECT OF FAILURE TO NOTIFY. Failure to file any certificate
                    or notice or to give any notice, or any defect in any
                    certificate or notice pursuant to Sections 7.3 and 7.4 shall
                    not affect the legality or validity of the adjustment to the
                    Exercise Price, the number of shares purchasable upon
                    exercise of this Warrant, or any transaction giving rise
                    thereto.

8.     REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
       available to the Warrantholder the benefits of Rule 144 promulgated under
       the Securities Act or any other similar rule or regulation of the SEC
       that may at any time permit the Warrantholder to sell securities of the
       Company to the public without registration ("Rule 144"), the Company
       agrees, at all times when the Warrantholder may need to rely on Rule 144
       to sell such securities to the public without registration, to:

                    (a)    make and keep public information available, as those
                           terms are understood and defined in 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
                           Securities Act and the Exchange Act; and

                    (c)    furnish to the Warrantholder so long as the
                           Warrantholder owns this Warrant, promptly upon
                           request, (i) a written statement by the Company
                           that it has complied with the reporting requirements
                           of Rule 144 (at any time after 90 days after the
                           effective date of the first registration statement
                           filed by the Company), the Securities Act and the
                           Exchange Act (at any time after it has become
                           subject to such reporting requirements), (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 to
                           permit the Warrantholder to sell such securities
                           without registration.

9.     AMENDMENTS. Any provision of this Warrant may be amended and the
       observance thereof may be waived (either generally or in a particular
       instance and either retroactively or prospectively), only with the
       written consent or approval of the Company and the Warrantholder. Any
       amendment or waiver effected in accordance with this Section shall be
       binding upon the Warrantholder and the Company.

10.    EXPIRATION OF THE WARRANT.  The obligations of the Company pursuant to
       this Warrant shall terminate on the Final Expiration Date.


                                        6
<PAGE>

11.      DEFINITIONS.

As used herein, unless the context otherwise requires, the following terms have
the following respective meanings: Affiliate: with respect to any Person, any
other Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with, such specified
Person, for so long as such Person remains so associated to the specified
Person.
Business Day: any day other than a Saturday, Sunday or a day on which banks are
required or authorized by law to close in The City of New York, State of New
York.
Bylaws:  the bylaws of the Company, as the same may be amended and in effect
from time to time.
Cashless Exercise Ratio: a fraction, the numerator of which is the excess of the
Fair Market Value per share of Common Stock on the date of exercise over the
Exercise Price per share as of the date of exercise and the denominator of which
is the Fair Market Value per share of the Common Stock on the date of exercise.
Certificate of Incorporation: the Certificate of Incorporation of the Company,
as the same may be amended and in effect from time to time.
CNBC Agreement: the Programming Partner Agreement, dated as of May 1, 2001, by
and between XM Satellite Radio Inc. and CNBC, Inc.
Commencement of Commercial Operations: the commencement of commercial operations
of XM Satellite Radio Inc. ("XM") as publicly announced by XM, or September 1,
2001, whichever first occurs.
Common Stock:  the meaning specified on the cover of this Warrant.
Company:  the meaning specified on the cover of this Warrant.
Contractual Obligation: as to any Person, any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument to which such Person is a
party or by which it or any of its property is bound. Control (including the
terms "controlled by" and "under common control with"): with respect to the
relationship between or among two or more Persons, the possession, directly or
indirectly, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as
trustee or executor, by contract or otherwise.
Exchange Act: the Securities Exchange Act of 1934, as amended, or any similar
Federal statute, and the rules and regulations of the SEC thereunder, all as the
same shall be in effect at the time. Reference to a particular section of the
Exchange Act shall include a reference to a comparable section, if any, of any
such similar Federal statute.
   Exercise Form:  a request to exercise this Warrant in respect of some or all
   of the Warrant Shares in the form annexed hereto as Exhibit A.
Exercise Price:  the meaning specified in Section 1 of this Warrant.
Expiration Date:
             (i)      with respect to the Warrant Shares described in
                      Section 2.1(a) of this Warrant, on the eleventh
                      anniversary of the Commencement of Commercial Operations;

             (ii)     with respect to the Warrant Shares described in
                      Section 2.1(b) of this Warrant, on the twelfth
                      anniversary of the Commencement of Commercial Operations;

             (iii)    with respect to the Warrant Shares described in Section
                      2.1(c) of this Warrant, on the thirteenth anniversary of
                      the Commencement of Commercial Operations;

in each case, at 5:00 PM, New York City time.

Fair Market Value: with respect to a share of Common Stock as of a particular
date:
(A) For purposes of determining the Exercise Price pursuant to Section 1 hereof,
    means
         (i)      if the Common Stock is registered under the Exchange Act, (a)
                  the average of the daily closing sales prices of the Common
                  Stock for the 20 consecutive trading days immediately
                  preceding such date, or (b) if the securities have been
                  registered under the Exchange Act for less than 20 consecutive
                  trading days before such date, then the average of the daily
                  closing sales prices for all of trading days before such date
                  for which closing sales prices are available, in the case of
                  each of (a) and (b), as certified by any Vice President or the
                  Chief Financial Officer of the Company; or

         (ii)     if the Common Stock is not registered under the Exchange Act,
                  then the Fair Market Value shall be as reasonably determined
                  in good faith by the Board of Directors of the Company or a
                  duly appointed committee thereof (which determination shall be
                  reasonably described in the written


                                        7
<PAGE>


                  notice given to the Warrantholder); provided, however, that if
                  the Warrantholder reasonably objects to such determination of
                  Fair Market Value by the Board of Directors or a duly
                  appointed committee thereof, then such determination shall be
                  referred to an unaffiliated investment banking firm of
                  national reputation whose determination shall be final and
                  binding upon the parties.

For the purposes of clause (A)(i) of this definition, the closing sales price
for each such trading day shall be: (1) in the case of a security listed or
admitted to trading on any United States national securities exchange or
quotation system, the closing sales price, regular way, on such day, or if no
sale takes place on such day, the average of the closing bid and asked prices on
such day; (2) in the case of a security not then listed or admitted to trading
on any national securities exchange or quotation system, the last reported sale
price on such day, or if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reputable quotation
source designated by the Company; (3) in the case of a security not then listed
or admitted to trading on any national securities exchange or quotation system
and as to which no such reported sale price or bid and asked prices are
available, the average of the reported high bid and low asked prices on such
day, as reported by a reputable quotation service, or a newspaper of general
circulation in the Borough of Manhattan, City and State of New York, customarily
published on each Business Day, designated by the Company, or if there shall be
no bid and asked prices on such day, the average of the high bid and low asked
prices, as so reported, on the most recent day (not more than 30 days prior to
the date in question) for which prices have been so reported; and (4) if there
are no bid and asked prices reported during the 30 days prior to the date in
question, the Fair Market Value shall be determined as if the securities were
not registered under the Exchange Act.

(B) FOR ALL OTHER PURPOSES HEREOF, MEANS

          (i)     in the case of a security listed or admitted to trading on any
                  United States national securities exchange or quotation
                  system, the closing sales price, regular way, on such day, or
                  if no sale takes place on such day, the average of the closing
                  bid and asked prices on such day;

          (ii)    in the case of a security not then listed or admitted to
                  trading on any national securities exchange or quotation
                  system, the last reported sale price on such day, or if no
                  sale takes place on such day, the average of the closing bid
                  and asked prices on such day, as reported by a reputable
                  quotation source designated by the Company;

          (iii)   in the case of a security not then listed or admitted to
                  trading on any national securities exchange or quotation
                  system and as to which no such reported sale price or bid
                  and asked prices are available, the average of the reported
                  high bid and low asked prices on such day, as reported by a
                  reputable quotation service, or a newspaper of general
                  circulation in the Borough of Manhattan, City and State of
                  New York, customarily published on each Business Day,
                  designated by the Company, or if there shall be no bid and
                  asked prices on such day, the average of the high bid and
                  low asked prices, as so reported, on the most recent day
                  (not more than 30 days prior to the date in question) for
                  which prices have been so reported; and

          (iv)    if there are no bid and asked prices reported during the 30
                  days prior to the date in question, the Fair Market Value
                  shall be determined as if the securities were not registered
                  under the Exchange Act pursuant to clause (A)(ii) above.

FCC:  the Federal Communications Commission.
Final Expiration Date:  5:00 PM, New York City time, on the thirteenth
anniversary of the Commencement of Commercial Operations.
Governmental Authority:  the government of any nation, state, city, locality or
other political subdivision of any thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government or any international regulatory body having or asserting
jurisdiction over a Person, its business or its properties.
Grant Date: the date of the CNBC Agreement.
Lien: any mortgage, deed of trust, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other), restriction or other security interest
of any kind or nature whatsoever.
Person: any individual, firm, corporation, partnership, limited liability
company, trust, incorporated or unincorporated association, joint venture, joint
stock company, Governmental Authority or other entity of any kind.
Requirement of Law: as to any Person, the Certificate of Incorporation and
bylaws, or other organizational or governing documents, of such Person, and
any law, treaty, rule, regulation, qualification, license or franchise or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable or binding upon such Person or any of its property or to
which such Person or any of its property is subject or pertaining to any or
all of the transactions contemplated hereby.

                                        8
<PAGE>


Rule 144:  the meaning specified in Section 8 of this Warrant.
SEC:  the Securities and Exchange Commission or any other Federal agency at the
time administering the Securities
Act or the Exchange Act, whichever is the relevant statute for the particular
purpose.
Securities Act: the meaning specified on the cover of this Warrant, or any
similar Federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time. Reference to a particular
section of the Securities Act, shall include a reference to the comparable
section, if any, of any such similar Federal statute.
Warrant Shares: the meaning specified on the cover of this Warrant.
Warrantholder:  CNBC (for so long as CNBC holds any interest in the Warrant)
and any transferee of CNBC's rights in the Warrant in accordance with
Section 3.1 hereof (for so long as such transferee holds such rights).

12.    NO IMPAIRMENT.  The Company shall not by any action, including, without
       limitation, amending 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 time in good faith assist
       in the carrying out of all such terms and in the taking of all such
       reasonable actions as may be necessary or appropriate to protect the
       rights of the Warrantholder against impairment. Without limiting the
       generality of the foregoing, the Company shall (a) take all such
       actions as may be necessary or appropriate in order that the Company
       may validly and legally issue fully paid and nonassessable shares of
       Common Stock upon the exercise of this Warrant, and (b) provide
       reasonable assistance to the Warrantholder in obtaining all
       authorizations, exemptions or consents from any Governmental Authority
       which may be necessary in connection with the exercise of this Warrant.

13.    MISCELLANEOUS.

             13.1   ENTIRE AGREEMENT.  This Warrant constitutes the entire
                    agreement between the Company and the
                    Warrantholder with respect to the Warrant.

             13.2   BINDING EFFECTS; BENEFITS. This Warrant shall inure to the
                    benefit of and shall be binding upon the Company and the
                    Warrantholder and their respective heirs, legal
                    representatives, successors and assigns. Nothing in this
                    Warrant, expressed or implied, is intended to or shall
                    confer on any Person other than the Company and the
                    Warrantholder, or their respective heirs, legal
                    representatives, successors or assigns, any rights,
                    remedies, obligations or liabilities under or by reason of
                    this Warrant.

             13.3   SECTION AND OTHER HEADINGS. The section and other headings
                    contained in this Warrant are for reference purposes only
                    and shall not be deemed to be a part of this Warrant or to
                    affect the meaning or interpretation of this Warrant.

             13.4   PRONOUNS. All pronouns and any variations thereof refer to
                    the masculine, feminine or neuter, singular or plural, as
                    the context may require.

             13.5   FURTHER ASSURANCES. Each of the Company and the
                    Warrantholder shall do and perform all such further acts and
                    things and execute and deliver all such other certificates,
                    instruments and documents as the Company or the
                    Warrantholder may, at any time and from time to time,
                    reasonably request in connection with the performance of any
                    of the provisions of this Warrant.

             13.6   NOTICES. All notices and other communications required or
                    permitted to be given under this Warrant shall be in writing
                    and shall be deemed to have been duly given if (i) delivered
                    personally or (ii) sent by facsimile or recognized overnight
                    courier or by United States first class certified mail,
                    postage prepaid, to the parties hereto at the following
                    addresses or to such other address as any party hereto shall
                    hereafter specify by notice to the other party hereto: if to
                    the Company, addressed to:
                    XM Satellite Radio Holdings Inc.
                    1500 Eckington Place, N.E.
                    Washington, D.C.   20002
                    Attention:  Chief Financial Officer
                    Facsimile:  (202) 380-4501

                    if to the Warrantholder, addressed to:
                    CNBC, Inc.
                    2200 Fletcher Avenue
                    Fort Lee, New Jersey 07024
                    Attention:  Andy Warren
                    Vice President, Finance
                    Facsimile:  (201) 346-6727


                                        9
<PAGE>


       Except as otherwise provided herein, all such notices and communications
       shall be deemed to have been received (a) on the date of delivery
       thereof, if delivered personally or sent by facsimile, (b) on the second
       Business Day following delivery into the custody of an overnight courier
       service, if sent by overnight courier, provided that such delivery is
       made before such courier's deadline for next-day delivery, or (c) on the
       third Business Day after the mailing thereof.

             13.7   SEPARABILITY. Any term or provision of this Warrant which is
                    invalid or unenforceable in any jurisdiction shall, as to
                    such jurisdiction, be ineffective to the extent of such
                    invalidity or unenforceability without rendering invalid or
                    unenforceable the terms and provisions of this Warrant or
                    affecting the validity or enforceability of any of the terms
                    or provisions of this Warrant in any other jurisdiction.

             13.8   GOVERNING LAW. This Warrant shall be deemed to be a contract
                    made under the laws of New York and for all purposes shall
                    be governed by and construed in accordance with the laws of
                    such State applicable to such agreements made and to be
                    performed entirely within such State, except that all
                    matters relating to issuances of stock shall be governed by
                    Delaware General Corporation Law.

             13.9   NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained
                    in this Warrant shall be deemed to confer upon the
                    Warrantholder any rights as a stockholder of the Company
                    except to the extent that this Warrant shall have been
                    exercised and the shares of Common Stock purchasable upon
                    the exercise hereof shall have been issued, as provided
                    herein. No provision hereof, in the absence of affirmative
                    action by the Warrantholder hereof to purchase shares of
                    Common Stock and no enumeration herein of the rights or
                    privileges of the Warrantholder hereof, shall give rise to
                    any liability of such Warrantholder for the purchase price
                    of any Common Stock or as a stockholder of the Company,
                    whether such liability is asserted by the Company or by
                    creditors of the Company.

           13.10    REPRESENTATIONS OF THE COMPANY.  The Company hereby
                    represents and warrants, as of the date hereof, to the
                    Warrantholder as follows:

                    (a)    CORPORATE EXISTENCE AND POWER.  The Company (i) is a
                           corporation duly incorporated, validly existing and
                           in good standing under the laws of the State of
                           Delaware; (ii) has all requisite corporate power and
                           authority to own and operate its property, to lease
                           the property it operates as lessee and to conduct
                           the business in which it is engaged; and (iii) has
                           the corporate power and authority to execute,
                           deliver and perform its obligations under this
                           Warrant. The Company is duly qualified to do
                           business as a foreign corporation in, and is in
                           good standing under the laws of, each jurisdiction
                           in which the conduct of its business or the nature
                           of the property owned requires such qualification.

                    (b)    CORPORATE AUTHORIZATION; NO CONTRAVENTION.  The
                           execution, delivery and performance by the Company
                           of this Warrant and the transactions contemplated
                           hereby, including, without limitation, the sale,
                           issuance and delivery of the Warrant Shares,
                           (i) have been duly authorized by all necessary
                           corporate action of the Company; (ii) do not
                           contravene the terms of the Certificate of
                           Incorporation or Bylaws; and (iii) do not violate,
                           conflict with or result in any breach or
                           contravention of, or the creation of any Lien under,
                           any Contractual Obligation of the Company or any
                           Requirement of Law applicable to the Company.  No
                           event has occurred and no condition exists which,
                           upon notice or the passage of time (or both), would
                           constitute a default under any indenture, mortgage,
                           deed of trust, credit agreement, note or other
                           evidence of indebtedness or other material agreement
                           of the Company or the Certificate of Incorporation
                           or Bylaws.

                    (c)    ISSUANCE OF WARRANT SHARES. The Warrant Shares have
                           been duly authorized and reserved for issuance. When
                           issued, such shares will be validly issued, fully
                           paid and non-assessable, and free and clear of all
                           Liens and preemptive rights, and the holders thereof
                           shall be entitled to all rights and preferences
                           accorded to a holder of Common Stock.

                    (d)    BINDING EFFECT. This Warrant has been duly executed
                           and delivered by the Company and constitutes the
                           legal, valid and binding obligation of the Company
                           enforceable against the Company in accordance with
                           its terms, except as enforceability may be limited by
                           applicable bankruptcy, insolvency, fraudulent
                           conveyance or transfer, moratorium or other similar
                           laws affecting the enforcement of creditors' rights
                           generally and by general principles of equity.


                                       10
<PAGE>


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.

                                     XM SATELLITE RADIO HOLDINGS INC.
                                     By: Hugh Panero


                                         ------------------------------
                                         Hugh Panero
                                         President and Chief Executive Officer

Dated:  May ___, 2001

Attest:
BY:       JOSEPH M. TITLEBAUM
          -----------------------------------------
          JOSEPH M. TITLEBAUM
          SENIOR VICE PRESIDENT AND GENERAL COUNSEL




                                       11
<PAGE>


                                    Exhibit A
                                  EXERCISE FORM
                 (To be executed upon exercise of this Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant, to purchase __________ shares of Common Stock and herewith tenders
payment for such Common Stock to the order of XM Satellite Radio Holdings Inc.
in the amount of $__________, which amount includes payment of the par value for
_________ of the Common Stock, in accordance with the terms of this Warrant. The
undersigned requests that a certificate for such shares of Common Stock be
registered in the name of __________________ and that such certificates be
delivered to __________________ whose address is ______________________________.
Dated:______________

                                    Signature
                                               ------------------------------

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

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

                                               ------------------------------
                                               (City)  (State)  (Zip Code)

SIGNED IN THE PRESENCE OF:


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



                                       12