UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ____)*

Motient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

619908304

(CUSIP Number)

BCE Inc.
1000, rue de la Gauchetière Ouest
Bureau 3700
Montréal, Québec H3B 4Y7
Canada

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 25, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

(Continued on following pages)

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Item 1. Security and Issuer.

     This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Motient Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 300 Knightsbridge Parkway, Lincolnshire, IL 60069.

Item 2. Identity and Background.

     This Statement is being filed by BCE Inc. (“BCE”), TMI Communications Inc. (“TMI”), 3924505 Canada Inc. (“TMI Delaware GP”), TMI Communications and Company, Limited Partnership (“TMI Delaware LP”) and TMI Communications Delaware, Limited Partnership (“TMI Delaware” and, together with BCE, TMI, TMI Delaware GP and TMI Delaware LP, the “Reporting Persons”). The Reporting Persons entered into a joint filing agreement dated October 5, 2006, a copy of which is filed as Exhibit 1 hereto.

     BCE is a corporation organized under the laws of Canada. BCE’s principal business is communications. The address of BCE’s principal office is 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Québec H3B 4Y7, Canada.

     TMI is a corporation organized under the laws of Canada and is a wholly owned subsidiary of BCE. TMI’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI’s principal office is 1601 Telesat Court, Gloucester, Ontario K1B 1B9, Canada.

     TMI Delaware GP is a corporation organized under the laws of Canada and is a wholly owned subsidiary of TMI. TMI Delaware GP’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI Delaware GP’s principal office is 1601 Telesat Court, Gloucester, Ontario K1B 1B9, Canada.

     TMI Delaware LP is a limited partnership organized under the laws of the Province of Quebec. The general partner of TMI Delaware LP is TMI and the limited partner of TMI Delaware LP is an indirect wholly owned subsidiary of BCE. TMI Delaware LP’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI Delaware LP’s principal office is 1601 Telesat Court, Gloucester, Ontario K1B 1B9, Canada.

     TMI Delaware is a limited partnership organized under the laws of the State of Delaware. The general partner of TMI Delaware is TMI Delaware GP and the limited partner of TMI Delaware is TMI Delaware LP. TMI Delaware’s principal business is to serve as a holding company for investments of the BCE group. The address of TMI Delaware’s principal office is 1209 Orange Street, Wilmington, Delaware 19801, United States.

     Information about the executive officers and directors of the Reporting Persons is set forth in Schedule I hereto, which is incorporated herein by reference.

Page 7 of 25 Pages

     During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     As described in greater detail in response to Item 6 below, TMI Delaware currently has a right to acquire 9,031,213 shares of Common Stock of the Company (the “Shares”) in exchange for the 5,073,715 shares of common stock of TerreStar Networks Inc. and 1,887,133.89202 shares of common stock of TerreStar Networks Bermuda Ltd. currently owned by TMI Delaware (collectively, the “TerreStar Shares”).

Item 4. Purpose of Transaction.

     The Reporting Persons currently expect to exercise their right to acquire the Shares. Assuming they do so, the Reporting Persons (a) will be acquiring the Shares for investment purposes only, (b) expect to evaluate on an ongoing basis the Company’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors, (c) expect in particular to consider reductions in their holdings of Shares as and when market conditions permit, (d) may dispose of Shares from time to time in public or private transactions and (e) may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Shares. The Reporting Persons reserve the right to change their plans and intentions at any time.

     Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     As a result of the letter agreement described in Item 6 below which gives TMI Delaware a right to acquire the Shares, the Reporting Persons beneficially own 9,031,213 shares of Common Stock of the Company. Treating the Shares as though there were already outstanding, the Shares represent approximately 11.5% of the outstanding shares of Common Stock of the Company, based on information supplied by the Company. If the Reporting Persons acquire the Shares, they will have sole power to vote or direct the vote and sole power to dispose or direct the disposition of all such Shares. To the best knowledge of the Reporting Persons, none of the persons named on Schedule I hereto beneficially own any shares of Common Stock.

     Neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named on Schedule I hereto has effected any transactions in the past sixty days in the Common Stock.

Page 8 of 25 Pages

     No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

     No Reporting Person has ceased to be the beneficial owner of more than five percent of the shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     On June 22, 2006, TMI Delaware entered into a letter agreement with Motient (the “Letter Agreement”) which gave TMI Delaware the right, on the terms and subject to the conditions set forth therein, to enter into an exchange agreement with Motient (the “Exchange Agreement”) pursuant to which TMI Delaware would acquire the Shares in exchange for the TerreStar Shares. On September 25, 2006, the last material condition to that right was satisfied, and as a result as of September 25, 2006 the Reporting Persons are deemed to have acquired beneficial ownership of the Shares.

     TMI Delaware may exercise its right to require Motient to enter into the Exchange Agreement at any time on or prior to the earlier of (a) ten days before public announcement by Motient of its planned dividend of shares of common stock of SkyTerra Communications, Inc. (“SkyTerra”) that Motient received in the previously announced exchange transactions between Motient and SkyTerra (the “Initial Dividend”) and (b) January 15, 2007. The Letter Agreement requires Motient to give TMI Delaware at least twenty days notice prior to public announcement of the Initial Dividend.

     The Letter Agreement provides that except as otherwise provided therein, the Exchange Agreement would be substantially identical to the exchange agreements among Motient, MVH Holdings Inc. and various Columbia and Spectrum funds (the “Funds”) dated as of May 6, 2006.

     The Exchange Agreement would provide for a closing as soon as the conditions therein are satisfied, except that if the Initial Dividend is not paid in 2006, the closing would occur as soon as practicable in 2007. If the closing occurs after the record date for the Initial Dividend, the Exchange Agreement would provide that at closing TMI Delaware would receive in exchange for the TerreStar Shares not only the Shares but also the number of shares of SkyTerra common stock that TMI Delaware would have received if the closing had occurred prior to the record date for the Initial Dividend and TMI Delaware had thereafter received its pro rata share of the Initial Dividend.

     The Exchange Agreement would provide for Motient to grant TMI Delaware registration rights pursuant to an agreement substantially identical to the terms of the registration rights agreements that Motient entered into with the Funds (except that the registration rights granted to TMI Delaware would last longer).

     The Exchange Agreement would grant TMI Delaware the right to have an observer on the board of directors of Motient and all committees of the board of Motient other than the compensation committee and the audit committee. Those rights would terminate when (a) neither TMI Delaware nor an affiliate of TMI Delaware remains the legal holder of the 2

Page 9 of 25 Pages

GHz Authorization referred to in the Letter Agreement and (b) TMI Delaware and its affiliates collectively no longer hold all of the shares of common stock of TerreStar Networks Holdings (Canada), Inc. that they initially receive when the 2 Ghz Authorization is transferred to TerreStar Canada as contemplated by the Letter Agreement.

     The description of the Letter Agreement contained herein is qualified in its entirety by reference to the executed Letter Agreement, a copy of which has been filed as Exhibit 2 hereto and is incorporated herein by reference.

     Except as described or incorporated by reference herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to their best knowledge, any of the other persons named in Item 2 or between the Reporting Persons or, to their best knowledge, any of the other persons named in Item 2 and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits.

Exhibit 1 – Joint Filing Agreement, dated October 5, 2006, among the Reporting Persons named therein.

Exhibit 2 – Letter Agreement, dated June 22, 2006, between TMI Communications Delaware, Limited Partnership and Motient Corporation.

Page 10 of 25 Pages

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INC.

The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and executive officers of BCE Inc. (“BCE”).

				Principal Occupation or
				Employment (and address of
				corporation or other organization in
Name		Residence or Business Address		which such employment is conducted)		Citizenship
Directors
André Bérard		600, de La Gauchetière W., 27th Floor Montreal, Quebec, Canada H3B 4L2		Corporate Director, 600, de La Gauchetière W., 27th Floor, Montreal, Quebec, Canada H3B 4L2		Canadian
Ronald A. Brenneman		150 – 6th Avenue S.W., P.O. Box 2844 Calgary, Alberta, Canada T2P 3E3		President and Chief Executive Officer, Petro-Canada (petroleum company), 150 – 6th Avenue S.W., P.O. Box 2844, Calgary, Alberta, Canada T2P 3E3		Canadian
Richard J. Currie		483 Bay Street, 7th Floor, North Tower Toronto, Ontario, Canada M5G 2C9		Chair of the board, BCE and Bell Canada, 483 Bay Street, 7th Floor, North Tower, Toronto, Ontario, Canada M5G 2C9		Canadian
Anthony S. Fell		200 Bay Street, 3rd Floor, South Tower Toronto, Ontario, Canada M5J 2W7		Chairman of the board, RBC Dominion Securities Limited (investment bank), 200 Bay Street, 3rd Floor, South Tower, Toronto, Ontario, Canada M5J 2W7		Canadian
Donna Soble Kaufman		2 St. Clair Avenue East, Suite 800 Toronto, Ontario, Canada M4T 2T5		Corporate Director and Lawyer, 2 St. Clair Avenue East, Suite 800, Toronto, Ontario, Canada M4T 2T5		Canadian
Brian M. Levitt		1000, de La Gauchetière W., 21st Floor Montreal, Quebec, Canada H3B 4W5		Partner and Co-Chair, Osler, Hoskin & Harcourt LLP (law firm), 1000, de La Gauchetière W., 21st Floor, Montreal, Quebec, Canada H3B 4W5		Canadian
The Honourable Edward C. Lumley		1 First Canadian Place, 4th Floor, P.O. Box 150 Toronto, Ontario, Canada M5X 1H3		Vice-Chairman, BMO Nesbitt Burns Inc. (investment bank), 1 First Canadian Place, 4th Floor, P.O. Box 150, Toronto, Ontario, Canada M5X 1H3		Canadian
Judith Maxwell		305 Clemow Avenue Ottawa, Ontario, Canada K1S 2B7		Research Fellow, Canadian Policy Research Networks, Inc.(non-profit organization conducting research on work, family, health, social policy and public involvement), 600-250 Albert St, Ottawa, Ontario, Canada K1P 6M1		Canadian
John H. McArthur		Gallatin Hall C1-3D, Soldiers Field Boston, Massachusetts USA 02163		Dean Emeritus, Harvard University Graduate School of Business Administration (university), Gallatin Hall C1-3D, Soldiers Field, Boston, Massachusetts, USA 02163		Canadian

				Principal Occupation or
				Employment (and address of
				corporation or other organization in
Name		Residence or Business Address		which such employment is conducted)		Citizenship
Thomas C. O’Neill		33 Geraldine Court Don Mills, Ontario, Canada M3A 1N2		Corporate Director and Chartered Accountant, 33 Geraldine Court, Don Mills, Ontario, Canada M3A 1N2		Canadian
James A. Pattison		1067 West Cordova Street, Suite 1800 Vancouver, British Columbia, Canada V6C 1C7		Chairman and Chief Executive Officer, The Jim Pattison Group (diversified consumer oriented company), 1067 West Cordova Street, Suite 1800, Vancouver, British Columbia, Canada V6C 1C7		Canadian
Robert C. Pozen		500 Boylston Street Boston, Massachusetts USA 02116		Chairman of the board, MFS Investment Management (global investment manager), 500 Boylston Street, Boston, Massachusetts, USA 02116		American
Michael J. Sabia		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		President, CEO and Director of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Paul M. Tellier		935 de La Gauchetière W., 17th Floor Montreal, Quebec, Canada H3B 2M9		Corporate Director, 935 de La Gauchetière W., 17th Floor, Montreal, Quebec, Canada H3B 2M9		Canadian
Victor L. Young		9 Primrose Place St. John’s, Newfoundland, Canada A1B 4H1		Corporate Director, 9 Primrose Place, St. John’s, Newfoundland, Canada A1B 4H1		Canadian
Executive Officers
Alain Bilodeau		1000, de La Gauchetière W., 4th Floor Montreal, Quebec, Canada H3B 4Y7		Senior Vice-President and President, BCE Corporate Services of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Michael T. Boychuk		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		Senior Vice-President and Treasurer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Karyn A. Brooks		1000, de La Gauchetière W., 7th Floor Montreal, Quebec, Canada H3B 4Y7		Senior Vice-President and Controller of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Mark R. Bruneau		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		Advisor-Office of the CEO of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
William J. Fox		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		Executive Vice-President – Communications and Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Lib Gibson		483 Bay Street, Floor 6N Toronto, Ontario, Canada M5G 2C9		Corporate Advisor of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
				Montreal, Quebec, Canada H3B 4Y7

				Principal Occupation or
				Employment (and address of
				corporation or other organization in
Name		Residence or Business Address		which such employment is conducted)		Citizenship
Leo W. Houle		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		Chief Talent Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Lawson A.W. Hunter		110 O’Connor Street, 14th Floor Ottawa, Ontario, Canada K1P 1H1		Executive Vice-President and Chief Corporate Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Alek Krstajic		473 Adelaide Street West, Floor 3 Toronto, Ontario, Canada M5V 1T1		Officer – Office of the CEO of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Patricia A. Olah		1000, de La Gauchetière W., 41st Floor Montreal, Quebec, Canada H3B 5H8		Corporate Secretary and Lead Governance Counsel of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		American
Barry W. Pickford		1000, de la Gauchetière W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7		Senior Vice-President – Taxation of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
L. Scott Thomson		1000, de la Gauchetière W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7		Executive Vice-President-Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Martine Turcotte		1000, de la Gauchetière W., 38th Floor, Montreal, Quebec, Canada H3B 4Y7		Chief Legal Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Siim A. Vanaselja		1000, de la Gauchetière W., 38th Floor, Montreal, Quebec, Canada H3B 4Y7		Chief Financial Officer of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Nicholas Zelenczuk		483 Bay Street, Floor 9S-Orange Toronto, Ontario, Canada M5G 2C9		Senior Vice-President – Audit and Risk Management of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian

Page 13 of 25 Pages

DIRECTORS AND EXECUTIVE OFFICERS OF
TMI COMMUNICATIONS INC.

The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and executive officers of TMI Communications Inc. (“TMI”).

				Principal Occupation or
				Employment (and address of
				corporation or other organization in
Name		Residence or Business Address		which such employment is conducted)		Citizenship
Directors
L. Scott Thomson		1000, de la Gauchetière W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7		Executive Vice-President-Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Michel Lalande		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		Vice President and General Counsel of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Ted Ignacy		542 Buchanan Street, Gloucester, Ontario, Canada K1J 7V4		Chief Financial Officer of Telesat Canada (satellite service provider), 1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4
Executive Officers
L. Scott Thomson		1000, de la Gauchetière W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7		Executive Vice-President-Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Michel Lalande		1000, de La Gauchetière W., 37th Floor Montreal, Quebec, Canada H3B 4Y7		Vice President and General Counsel of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Ted Ignacy		542 Buchanan Street, Gloucester, Ontario, Canada K1J 7V4		Chief Financial Officer of Telesat Canada (satellite service provider), 1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4		Canadian
Siobhan Devlin		1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4		Director, Legal Services of Telesat Canada (satellite service provider), 1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4		Canadian

Page 14 of 25 Pages

DIRECTORS AND EXECUTIVE OFFICERS OF
3924505 CANADA INC.

The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and executive officers of 3924505 Canada Inc. (“TMI Delaware GP”).

				Principal Occupation or
				Employment (and address of
				corporation or other organization in
Name		Residence or Business Address		which such employment is conducted)		Citizenship
Directors
L. Scott Thomson		1000, de la Gauchetière W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7		Executive Vice-President-Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian
Executive Officers
L. Scott Thomson		1000, de la Gauchetière W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7		Executive Vice-President-Corporate Development of BCE, 1000, rue de la Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7		Canadian

DIRECTORS AND EXECUTIVE OFFICERS OF
TMI COMMUNICATIONS AND COMPANY, LIMITED PARTNERSHIP AND TMI
COMMUNICATIONS DELAWARE, LIMITED PARTNERSHIP

TMI Communications and Company, Limited Partnership and TMI Communications Delaware, Limited Partnership are partnerships managed by their general partners and do not have separate directors or executive officers.

Page 15 of 25 Pages

SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of each Reporting Person, each Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Dated: October 5, 2006
		BCE Inc.
		By:		/s/ L. Scott Thomson
				Name: L. Scott Thomson
				Title: Executive Vice-President - Corporate Development
		TMI Communications Inc.
		By:		/s/ L. Scott Thomson
				Name: L. Scott Thomson
				Title: Vice-President, Mergers & Acquisitions
		3924505 Canada Inc.
		By:		/s/ L. Scott Thomson
				Name: L. Scott Thomson
				Title: President and Secretary
		TMI Communications and Company, Limited Partnership,
		By: TMI Communications Inc., as general partner
		By:		its general partner TMI Communications Inc. by /s/ L. Scott Thomson
				Name: L. Scott Thomson
				Title: Vice-President, Mergers & Acquisitions
		TMI Communications Delaware, Limited Partnership,
		By: 3924505 Canada Inc., as general partner
		By:		its general partner 3924505 Canada Inc. by /s/ L. Scott Thomson
				Name: L. Scott Thomson
				Title: President and Secretary

Page 16 of 25 Pages

EXHIBIT INDEX

Exhibit Number		Description
1		Joint Filing Agreement, dated October 5, 2006, among the Reporting Persons named therein
2		Letter Agreement, dated June 22, 2006, between TMI Communications Delaware, Limited Partnership and Motient Corporation