**Exhibit10.11**

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**AMENDMENT to theTERRESTRIAL NETWORK RESELLER AGREEMENT**

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**and**

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**PRIVATE NETWORKSATELLITE SERVICES AGREEMENT**

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THIS AMENDMENT (the “Amendment”) to the TerrestrialNetwork Reseller Agreement dated November 29, 2000, between MOTIENTCOMMUNICATIONS INC. (“MOTIENT COMMUNICATIONS”) and AETHER SYSTEMS, INC.(“AETHER”) and the Private Network Satellite Services Agreement dated November29, 2000 between MOTIENT SERVICES INC. (“MOTIENT SERVICES”) and AETHER isentered into as of October 9, 2001 (the “Amendment Effective Date”) by andbetween MOTIENT COMMUNICATIONS, MOTIENT SERVICES, and AETHER.

 

**WITNESSETH:**

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**WHEREAS**, MOTIENTCORPORATION, MOTIENT SERVICES, and AETHER entered into the Asset Sale Agreementdated November 29, 2000 (the “Asset Sale Agreement”); and

 

**WHEREAS**, MOTIENTSERVICES, AETHER, and SunTrust Bank (the “Escrow Agent”) entered into theEscrow Agreement dated November 29, 2000 (the “Escrow Agreement”); and

 

**WHEREAS**, MOTIENTCOMMUNICATIONS COMPANY and AETHER entered into the Terrestrial Network ResellerAgreement dated November 29, 2000, as amended on August 17, 2001 (the“Terrestrial Network Agreement”); and

 

**WHEREAS**, MOTIENTCOMMUNICATIONS COMPANY assigned the Terrestrial Network Agreement to MOTIENTCOMMUNICATIONS effective December 31, 2000; and

 

**WHEREAS**, MOTIENTSERVICES and AETHER entered into the Private Network Satellite ServicesAgreement dated November 29, 2000 (the “Satellite Network Agreement”); and

 

**WHEREAS**, MOTIENTCOMMUNICATIONS, MOTIENT SERVICES and AETHER now desire to amend the TerrestrialNetwork Agreement and Satellite Network Agreement in certain respects.

 

**NOW, THEREFORE**, forgood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, MOTIENT COMMUNICATIONS, MOTIENT SERVICES and AETHER agree asfollows:

 

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# 1.             Concurrentwith the execution of this Amendment, AETHER and MOTIENT SERVICES shall alsosign the attached joint written notice to the Escrow Agent, pursuant to Section3.1(a) of the Escrow Agreement, instructing the Escrow Agent to disburse theEscrow Deposit to MOTIENT SERVICES in accordance with the instructions in thejoint written notice or as directed by MOTIENT SERVICES.

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# 2.             Atthe request of AETHER, any unused balance of the prepayment set forth inSection 5(c) of the Terrestrial Network Agreement that is not applied toamounts owed under the Terrestrial Network Agreement, shall be applied toamounts owed by AETHER to MOTIENT SERVICES for provision of the Service underthe Satellite Network Agreement.

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# 3.             Atthe request of AETHER, any unused balance of the prepayment set forth inArticle Two, Section 2.1(c) of the Satellite Network Agreement that is notapplied to amounts owed under the Satellite Network Agreement, shall be appliedto amounts owed by AETHER to MOTIENT COMMUNICATIONS for provision of theService under the Terrestrial Network Agreement.

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# 4.             Section8(a) of the Terrestrial Network Agreement is amended and restated in itsentirety as follows:

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“The Initial Term of this Agreement shall be November29, 2000 through November 29, 2006 (the “Initial Term”). At the end of theInitial Term, the Agreement may be renewed on terms and conditions and at ratesto be agreed in writing by the parties, provided that neither party is then indefault under the Agreement. Notwithstanding the foregoing, if, at the end ofthe Initial Term, Aether Systems has made all of the prepayments described insection 5 above, but has not then consumed the Capacity Limit, and if AetherSystems wishes to continue to receive the Service, the term of the Agreementshall be extended, with and subject to the same terms and conditions, untilsuch date that Aether Systems has used all of the Capacity Limit”

 

# 5.             The“Capacity Limit,” as defined in Section 4 of the Terrestrial Network Agreementis increased to [*].

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# 6.             AttachmentA to the Terrestrial Network Agreement is amended to add the following::

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“Starting in the first full month after the AmendmentEffective Date MOTIENT COMMUNICATIONS agrees to provide Services to Aetherunder the Terrestrial Network Agreement up to the Capacity Limit at a charge nogreater than [*] per kilobyte consumed for Services that are billed by thekilobyte. [*]

 

# 7.             Thefollowing sentence is hereby added to the end of Section 5(e) of theTerrestrial Network Agreement:

 

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* Confidential information.  Information has been redacted.

 

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“For the avoidance of doubt, as of the date AETHER hasexhausted [*] of prepayments under the Terrestrial Reseller Agreement byapplying such prepayment to Services provided under the Terrestrial NetworkAgreement and/or Satellite Network Agreement, AETHER shall have no furtherprepayment obligations under the Terrestrial Network Agreement and shall payfor the Services under the Terrestrial Network Agreement as such Services areconsumed by AETHER and invoiced by MOTIENT COMMUNICATIONS.”

 

# 8.             Section1.1 of the Satellite Network Agreement is hereby deleted and replaced with thefollowing:

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“This Agreement shall begin on November 29, 2000 andshall end on November 29, 2006 (the “Initial Term”). At the end of the InitialTerm, this Agreement may be renewed on terms and conditions and at rates agreedto in writing by the parties, provided that neither party is in default underthis Agreement. The Initial Term, and any extension thereof in accordance withthe preceding sentence, shall automatically end, with no further liability orobligation on the part of Motient and no further liability or obligation on thepart of PNC for future prepayments, upon the end-of-life of Motient’s satellite(“EOL”), which is defined as the earlier of: [*].

 

# 9.             Section1.2 (“Service Capacity Limit”) of the Satellite Network Agreement is herebyamended and restated in its entirety as follows:

 

[*]

 

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* Confidential information.  Information has been redacted.

 

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## (b)           AllService used by PNC will count against the Capacity Limit. Unless agreedotherwise in writing by Motient, PNC’s use of the Service shall be limited toService consumed in connection with PNC’s assumption and provision of theTransportation Business pursuant to the Asset Sale Agreement. During the Termof the Agreement for so long as there is satellite capacity available on theMotient satellite, Motient shall provide Service to PNC in excess of theCapacity Limit, on terms and conditions satisfactory to both parties.”

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# 10.           Subjectto MOTIENT SERVICES receiving the required approvals and consents of the otherinvestors in MOBILE SATELLITE VENTURES LLC (formerly MOTIENT SATELLITE VENTURESLLC) (including TMI Communications and Company, LP), Section 2.1 of theSatellite Network Agreement is hereby amended by adding the following:

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“MOTIENT SERVICES agrees to provide Services under theSatellite Network Agreement at a charge no greater $[*] dollars per kilohertzper year from November 29, 2004 throughout the remaining term of suchAgreement.”

 

MOTIENT SERVICES shall use its best efforts to obtainsuch required approvals and consents to the amendment set forth in thisParagraph 10. If MOTIENT SERVICES is unable to obtain such required approvalsand consents, the price for the Services shall remain at $[*] per watt per yearand $[*] per kilohertz per year.

 

# 11.           Thefollowing sentence is hereby added to the end of Section 2.1(e) of theSatellite Network Agreement:

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[*]

 

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* Confidential information.  Information has been redacted.

 

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# 12.           MOTIENTSERVICES will provide AETHER Usage Reports monthly pursuant to Section 2.1(d)of the Satellite Network Agreement.

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# 13.           MOTIENTCOMMUNICATIONS, MOTIENT SERVICES and AETHER agree to complete the JointOperations Plan between MOTIENT COMMUNICATIONS, MOTIENT SERVICES and AETHER nolater than October 31, 2001.

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Except as set forth is this Amendment, the TerrestrialNetwork Agreement and the Satellite Network Agreement are unchanged and remainin full force and effect.

 

IN WITNESS WHEREOF, MOTIENT COMMUNICATIONS, MOTIENTSERVICES, and AETHER have caused this Amendment to be signed and delivered by theirduly authorized representatives, all as of the Amendment Effective Date.

 

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* Confidential information.  Information has been redacted.

 

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| **MOTIENT COMMUNICATIONS INC.** | **AETHER  SYSTEMS, INC.**  |
|---------------------------------|----------------------------|
|                            |                       |
| By:                             | /s/ Walter V. Purnell, Jr. |   | By: | /s/ David C. Reymann |   |
|                            |                       |
| Name:                           | Walter V. Purnell, Jr.     |   | Name: | David C. Reymann |   |
|                            |                       |
| Title:                          | President and C.E.O.       |   | Title: | Chief Financial Officer |   |
|                            |                       |
| Date:                           | October 10, 2001           |   | Date: | October 10, 2001 |   |
|                                 |                            |  |  |  |  |  |  |  |  |  |  |  |

 

 
| **MOTIENT  SERVICES INC.** |                       |
|----------------------------|----------------------------|
|                       |                       |
| By:                        | /s/ Walter V. Purnell, Jr. |   |   |
|                       |                       |
| Name:                      | Walter V. Purnell, Jr.     |   |   |
|                       |                       |
| Title:                     | President and C.E.O.       |   |   |
|                       |                       |
| Date:                      | October 10, 2001           |   |   |
|                            |                            |  |  |  |  |  |  |

 

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* Confidential information.  Information has been redacted.

 

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