SKYTERRA COMMUNICATIONS, INC. / MOBILE SATELLITE VENTURES, LP EXECUTIVE EMPLOYMENT AGREEMENT for ALEXANDER H. GOOD

SKYTERRA COMMUNICATIONS, INC. /

MOBILE SATELLITE VENTURES, LP

EXECUTIVE EMPLOYMENT AGREEMENT

for

ALEXANDER H. GOOD

This Executive Employment Agreement (“Agreement”) is entered into on the date set forth on the signature page hereto by and between Alexander H. Good (“Executive”), SkyTerra Communications, Inc., a Delaware corporation, (“SkyTerra”) and Mobile Satellite Ventures LP, a Delaware limited partnership (“MSV”) (SkyTerra and MSV, collectively, the “Companies”).

WHEREAS , the Companies and the Executive are parties to an Employment Agreement dated February 26, 2004, as amended as of April 3, 2006 (the “Existing Employment Agreement”);

WHEREAS , the Companies desire to extend employment of the Executive to provide personal services to the Companies, and the Executive wishes to continue to be employed by the Companies, all on the terms and conditions set forth herein;

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

1.1          Term. The effective date (the “Effective Date”) of this Agreement shall be May 5, 2008. The term of employment under this Agreement (the “Term”) shall be three years, renewing on a day by day, continuous basis. However, upon written notice by the Companies to the Executive, the remaining term may be modified upon a majority vote of the Companies’ Boards of Directors (collectively, the “Boards”) to be a three year fixed term (commencing on the date of such written notice), and thereafter, the term of employment under this Agreement shall renew for successive two-year terms unless either party gives written notice not less than 24 months prior to the Term expiration that the Term will not be extended, provided that the Term shall end no later than the Executive’s termination from employment pursuant to Section 3.

1.2          Joint and Several Employment. The Executive will be employed jointly and severally by the Companies. Except where individual performance is specified below, MSV and SkyTerra are each fully responsible on a joint and several basis for performance of this Agreement (and the Exhibits hereto), provided however that, as between them, either may delegate its performance (but not its obligations) to the other, and in no event shall the joint and several nature of the Executive’s employment result in a duplication of compensation or benefits.

1.3          Position. Subject to terms set forth herein, the Companies agree to employ Executive in the positions of Chairman, Chief Executive Officer and President of SkyTerra and Vice Chairman (or Chairnman at such time as the Executive is elected to such position by the Board of MSV), Chief Executive Officer and President of MSV and

further agree to nominate the Executive during the Term to serve on each of the Boards, and the Executive hereby accepts such employment. During the term of employment with the Companies, the Executive shall devote his best efforts and substantially all of his business time and attention to the business of the Companies.

1.4          Duties. The Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving in the positions set forth in Section 1.3 above in entities of the size and nature of the Companies. The Executive shall report solely and directly to the Boards.

1.5          Policies and Procedures. The employment relationship between the parties shall also be governed by the written employment policies and practices of the Companies provided to the Executive or that are generally applicable from time to time to all or substantially all employees, including those relating to protection of confidential information and assignment of inventions, provided that in the event the terms of this Agreement differ from or are in conflict with such policies or practices, this Agreement shall control.

1.6         Exclusions. Nothing herein shall preclude the Executive from (i) with the consent of the Board, serving on the board of directors of publicly traded entities, and on the boards of directors of other business entities, (ii) engaging in charitable activities, educational activities and community affairs, including serving on the boards of directors (or equivalent bodies) of any charitable, educational or community organization and (iii) managing his personal investments and affairs, provided any of the activities set forth in clauses (i) – (iii) above do not materially interfere with the performance of his duties and responsibilities hereunder.

2.1        Salary. During the Term, the Executive shall receive for services to be rendered hereunder an annualized base salary of $625,200 payable on regular payroll dates established by the Companies (but not less frequently than monthly), subject to required payroll withholdings. The base salary shall be reviewed annually for appropriate merit and cost of living increases, but may not be decreased (as so adjusted, the “Base Salary”).

2.2          Bonus. In addition to his Base Salary, during the Term, the Executive shall receive an annual (calendar year) bonus (the “Bonus”) of 100% of the Executive’s Base Salary then in effect (the “Target Bonus”), subject to the Boards having the option to either (i) pay a smaller Bonus if the Boards determine that the Executive has failed to satisfactorily perform objectives mutually agreed upon by the Executive and the Compensation Committee of the Companies (including but not necessarily limited to the items described in Exhibit B) and, where such failure is capable of being cured, notifies

the Executive in writing with a reasonable time period to cure, or (ii) pay a larger Bonus if the Boards determine that the Executive has exceeded performance expectations The Bonus earned by the Executive for any calendar year shall be paid in a single lump sum in cash following the close of such calendar year and within ten (10) days of the Companies’ receipt of audited financials for such calendar year but in no event later than March 31 ^st of the year following the year for which such Bonus is earned.

2.3          Participation in Policies and Benefit Plans. Except as otherwise provided herein, the Executive’s employment shall be subject to the personnel policies that apply generally to the Companies’ executive employees as the same may be interpreted, adopted, revised or deleted from time to time, during the Term, by the Companies in their discretion. During the Term, the Executive shall be entitled to participate in and receive the benefits under all benefit plans, programs and arrangements provided to executive level employees of one or both of the Companies (the “Benefit Plans”). If the same type of benefit is provided to such employees under the plans or arrangement of both of the Companies but on different terms, the Executive shall be provided such benefit upon the most favorable terms applicable under the plans in question. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Base Salary or Bonus payable to the Executive pursuant to Section 2.1 or Section 2.2 hereof, respectively. Without limiting the generality of the foregoing, the Executive shall be entitled to the following during the Term:

(a)         Vacation. The Executive shall be entitled to paid vacations in accordance with the regular policies of the Companies, but in any event, no less than the aggregate of four (4) weeks per annum.

(b)         Life Insurance. The Companies shall provide the Executive, at the Companies’ cost, with term life insurance coverage in an amount equal to two (2) times Base Salary, for which the Executive may designate the beneficiary.

(c)         Long-Term Disability Insurance. The Companies shall provide the Executive, at the Companies’ cost, with long-term disability insurance which provides income continuation to the Executive at 50% of his Base Salary, subject to a cap of $400,000 annually ($33,333 per month) through age 65.

(d)         Directors and Officers Liability Insurance / Indemnification. The Companies shall maintain the existing coverage level of directors’ and officers’ liability insurance to protect Executive from liability related to his employment with the Companies, unless the Boards determine in their discretion to reduce such coverage provided that the Companies maintain an adequate level of coverage and that such level shall be at least 50% of the current level of coverage. The Companies shall each indemnify Executive for liability related to his employment with the Companies to the extent Executive is not indemnified by such insurance to the maximum extent permitted by Delaware corporate and partnership law, respectively, and the respective organizational documents of each of the Companies, which obligation shall survive the termination of the Executive’s employment hereunder.

(e) Reimbursement of Expenses. The Companies shall promptly reimburse the Executive for all reasonable business expenses incurred by the Executive in the performance of his duties hereunder, subject to Section 7.

On the closing date of the option exchange offer currently pending and described in SkyTerra’s registration statement on Form S-4, SkyTerra shall exchange the Executive’s 600,000 options in MSV (at a current exercise price of $6.45 per share) for 1,692,000 options (the “Options”) in SkyTerra Common Stock at an exercise price of $2.29 per share as part of, and subject to the terms and conditions of, the exchange transaction to be consummated between SkyTerra and MSV optionholders and on the terms and conditions set forth in the Form S-4 Registration Statement filed by SkyTerra and declared effective by the Securities and Exchange Commission. The Options shall also be subject to accelerated vesting under certain circumstances as provided below. The parties acknowledge that, as stated in the prospectus relating to SkyTerra's option exchange offer to holders of MSV options, the Board of Directors of SkyTerra may, in its sole discretion, permit the sale of shares of SkyTerra common stock issued upon the exercise of the Options earlier than would otherwise be permitted under the terms of the lockup that is part of the option exchange offer..

On the Effective Date, the Companies shall also grant to the Executive 600,000 shares of restricted common stock of SkyTerra (the “Restricted Stock”). The Restricted Stock shall vest with respect to one third (1/3 ^rd ) of the stock on each of January 1 ^st of 2009, 2010 and 2011. On each of the vesting dates, the Companies may withhold from delivery

to the Executive, out of the total number of shares of Restricted Stock that vest on such date, a number of such shares with an aggregate fair market value on such vesting date equal to the amount of all taxes required by law to be withheld on account of the vesting of all such shares of Restricted Stock on such date.

3.1          At-Will Relationship. The Executive’s employment relationship is at-will. Either the Executive or the Companies may terminate the employment relationship at any time, for any reason, subject to the terms and conditions contained herein.

(a)        If Companies terminate the Executive’s employment without Cause (as defined below), such termination shall be effective upon written notice to the Executive.

(b)        In the event the Executive’s employment is terminated without Cause, subject to the provisions of Section 5, the Companies shall, in lieu of any other payment due pursuant to this Agreement:

(i)         within ten (10) days of the date of termination, pay the Executive a lump sum cash amount equal to two (2) times the sum of his Base Salary and the Target Bonus, provided that payment shall not be made before the release described in Section 5 becomes irrevocable nor later than 2-1/2 months following the date of termination;

(ii)        on the 60th day after the date of termination (or, if not a business day, the next following business day), pay the Executive an amount equal to the Target Bonus, pro rated for the number of days elapsed in the year prior to the date of termination, provided that (a) payment shall not be made before the release described in Section 5 becomes irrevocable, and (b) if the Executive is a “specified employee” within the meaning of Section 409A of the Code on the date of termination, payment shall instead be made in the seventh month following the date of termination;

(iii)       For a period of two (2) years following the Executive’s termination date (the Executive’s “Coverage Period”), the Executive and the Executive’s dependents shall be provided with the same health benefits coverage, at the same level and subject to the same terms and conditions, as in effect for the Executive immediately prior to his termination date under the Companies’ group medical, dental, vision and/or prescription drug plans (the Companies” “Health Care Plans”).

During the portion of the Executive’s Coverage Period in which the Executive is entitled to continuation coverage under either of the Companies’ Health Care Plans under Section 4980B of the Code (“COBRA Coverage”), (A) the health benefits coverage to be provided to the Executive pursuant to the preceding sentence shall be provided under such Health Care Plans (if reasonably practicable), and (B) the Companies shall pay the same percentage of the total cost of providing such coverage to the Executive as the percentage of the total cost that the Companies paid with respect to the coverage provided to the Executive under such Health Care Plans immediately before such termination. During any portion of the Executive’s Coverage Period in which the Executive is not entitled to COBRA Coverage under the Companies’ Health Care Plans

(other than by reason of coverage under another group health plan), the Companies shall reimburse the Executive (and/or the Executive’s dependents) for the cost of purchasing health benefits coverage equivalent to that which it is intended that the Executive and/or the Executive’s dependents receive under the first sentence of this clause (iii) for such portion of the Executive’s Coverage Period. Such amount shall be paid in accordance with Section 7;

(iv)       continue to provide the Executive, at the Companies’ expense, with group term life insurance and accident and long-term disability insurance benefits substantially similar to the benefits being provided to the Executive immediately prior to the date of termination, and the benefits set forth in Sections 2.3(b) and (c), for a period of two years after the date of termination, provided that, to the extent any benefit provided under this paragraph is taxable to the Executive and the Executive is a “specified employee” within the meaning of Section 409A of the Code on the date of termination, such coverage shall not be provided until the seventh month following the date of termination and, if the Executive pays for such coverage for the period between his termination date and such seventh month, the Companies shall reimburse the Executive for such expenses in accordance with Section 7;

(v)        accelerate the vesting and, as applicable, delivery of all SkyTerra and MSV stock options, restricted stock and other equity-based awards (including the Options and the Restricted Stock) granted to the Executive, such that all such stock options, restricted stock and other equity-based awards shall become fully vested and, in the case of stock options, fully and immediately exercisable on such date,

and provided further that the Executive shall have a post-termination exercise period with respect to all stock options extending to their respective original expiration dates; and

(vi)       pay and provide to the Executive all Payments and Benefits (as defined below) accrued or vested, but not yet paid, through the date of termination within ten (10) days after the date of termination (except in the case of compensation and benefits under plans, programs and arrangements, at such other time and in such manner as determined under the terms and conditions of such plans, programs and arrangements). For purposes hereof, “Payments and Benefits” shall mean the Executive’s accrued but unpaid Base Salary, any earned, but unpaid Bonus in respect of the year prior to the current year, reimbursement for all unreimbursed business expenses, accrued and unpaid vacation days, and all accrued or vested compensation and benefits payable to the Executive under all Benefit Plans and all compensation plans, programs or arrangements in which the Executive participates.

(a)        The Companies may terminate the Executive’s employment with the Companies for Cause determined in the Board’s discretion as described below upon written notice to the Executive. In such event, the Executive shall not be entitled to pay in lieu of notice or any other such compensation, except as required by law, but shall be paid and provided all Payments and Benefits through the date of termination at the times and in the manner set forth in Section 3.2(b)(vi) above.

(i)         the willful and continued failure of the Executive to substantially perform the Executive's duties with the Companies (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Boards which specifically identifies the manner in which the Boards believe that the Executive has not substantially performed the Executive's duties;

(ii)        the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to either of the Companies;

(iii)       material breach of fiduciary duty to either of the Companies that in either case results in personal profit to the Executive at the expense of either of the Companies; or

(iv)       the Executive is convicted or pleads nolo contendre to a felony under Federal or state law or willfully violates any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation is materially and demonstrably injurious to either of the Companies.

For purposes of the preceding clauses, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Companies. Any act, or failure to act, based upon prior approval given by the Boards or based upon the advice of counsel for the Companies, shall be conclusively presumed to be done, or omitted to be done, by the

Executive in good faith and in the best interests of the Companies. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive, as part of the notice of termination, a copy of a resolution duly adopted by the affirmative vote of not less thanthree quarters (3/4)of the entire membership of the Boards at a meeting of the Boards called and held for the purpose of considering such termination (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Boards) finding that, in the good faith opinion of the Boards, the Executive is guilty of the conduct described in clause (i) or (ii) above, and specifying the particulars thereof in detail.

(a)        The Executive may voluntarily terminate his employment for “Good Reason” by notifying the Companies in writing, within ninety (90) days after the Executive first obtains knowledge of the occurrence of one of events below, that the Executive is terminating his employment for Good Reason, and, if such Good Reason is not cured, the Executive must actually terminate employment no later than six months following the initial existence of such Good Reason. "Good Reason" means the occurrence of any of the following events:

(i)         a material diminution in the Executive’s duties inconsistent in with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities contemplated by Sections 1.3 and 1.4

above or any other action by the Companies which results in a material diminution in any respect in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Companies promptly after receipt of notice thereof given by the Executive;

(ii)        A change in the Executive’s reporting from solely and directly to the Boards;

(iii)       a material reduction in the Executive's Base Salary or Target Bonus ;

(iv)       the Companies’ requiring the Executive to be based at any officethat is more than twenty-five (25) miles from the Executive's current office in Reston, Virginia;

(v)        a material diminution in the Executive’s benefits as a result of the failure by the Companies (a) to continue in effect any compensation plan in which the Executive participates that is material to the Executive's total compensation, unless he has been offered participation in an economically equivalent compensation arrangement (embodied in an ongoing substitute or alternative plan) or (b) to continue the Executive's participation in any such compensation plan (or in any substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of compensation provided and the level of the Executive's participation relative to other participants, than existed prior to such failure;

(vi)       the material failure by the Companies to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Companies’ pension, life insurance, medical, health and accident, disability or other welfare plans in which the Executive was participating immediately prior to such failure;

(vii)      any action or inaction by either of the Companies that constitutes a material breach of the terms and provisions of this Agreement (and its Exhibits).

Anything herein to the contrary notwithstanding, the Executive’s employment shall not be terminated for Good Reason unless he provides written notice to the Companies stating the basis of such termination and the Companies fail to cure the action or inaction that is such basis within thirty (30) days after receipt of such notice.

(b)        In the event Executive terminates his employment for Good Reason, subject to the provisions of Section 5, the Companies shall pay and provide to the Executive the payments, benefits and rights set forth, and at the times provided, in Section 3.2(b) above as if the Executive’s employment was terminated without Cause.

Companies shall pay and provide to the Executive’s legal representatives the Payments and Benefits through the date of death at the times and in the manner set forth in Section 3.2(b)(vi) above. The Executive’s family, heirs and beneficiaries shall be eligible for any benefit continuation or conversion rights provided by the provisions of such benefit plans, programs or arrangements or by law. In addition, all SkyTerra and/or MSV stock options, restricted stock and other equity-based awards (including the Options and the Restricted Stock) granted to the Executive by the Companies and held by him at the time of his death shall become fully vested and exercisable on the date of death, and in the case of stock options, shall remain exercisable through the earlier of the one-year period following the date of death and their respective original expiration dates.

(b)        Subject to applicable state and federal law, the Companies shall at all times have the right, upon written notice to the Executive, to terminate the Executive’s employment under this Agreement as a result of the Executive’s Disability (as defined below). Termination by the Companies of the Executive’s employment as a result of “Disability” shall mean termination because the Executive is unable due to a physical or mental condition to perform the essential functions of his positions with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period, based on the written certification by a licensed physician reasonably acceptable to the Companies and the Executive. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event the Executive’s employment is terminated as a result of the Executive’s Disability, the Companies shall pay and provide to the Executive the Payments and Benefits through the date of termination at the times

and in the manner set forth in Section 3.2(b)(iv) above. The Executive shall be eligible for any benefit continuation or conversion rights provided by the provisions of such benefit plans, programs or arrangements or by law. In addition, all SkyTerra and/or MSV stock options, restricted stock and other equity-based awards (including the Options and the Restricted Stock) granted to the Executive shall become fully vested and exercisable on the date of termination, and in the case of stock options, shall remain exercisable through the earlier of the one-year period following the date of Disability and their respective original expiration dates.

3.6          Termination without Good Reason. The Executive may terminate his employment without Good Reason upon ten (10) days written notice to the Companies. In such event, on or before the date which is ten (10) days after the date of termination, the Companies shall pay and provide the Payments and Benefits to the Executive through the date of termination at the times and in the manner set forth in Section 3.2(b)(vi) above.

3.7          Termination by Mutual Consent. If at any time during the course of this Agreement the parties by mutual consent decide to terminate this Agreement, they shall do so by separate written agreement setting forth the terms and condition of such termination.

For purposes of this Section 4, the terms “Member” and “Partnership” refer to MSV. In the event of a Change in Control of SkyTerra, the terms “Member” and

“Partnership” shall refer to and be replaced with “Shareholders” and “Corporation”, respectively.

(a)         Definition. Subject to the immediately preceding paragraph, a “Change in Control” means the occurrence of any of the following events after the date hereof in respect of either or both of the Companies:

(i)         any person or group of persons (as defined in Section 13(d) and 14(d) of the Securitie