AGREEMENT AND GENERAL RELEASE

THIS AGREEMENT AND GENERAL RELEASE (“Agreement”) is made by and between TerreStar Networks Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Neil Hazard, his heirs, executors, administrators, successors, and assigns (collectively referred to herein as “Employee”) (Employer and Employee shall be collectively referred to herein as “Parties”).  Capitalized terms used herein and not otherwise defined herein are used as defined in the Employment Agreement (as defined below).

WHEREAS, Employer and Employee are parties to a certain executive employment agreement dated January 15 ^th , 2008 (the “Employment Agreement”), pursuant to which Employee was employed as Employer’s Chief Financial Officer; and

WHEREAS, the Employment Agreement provided that, in the event Employee were terminated without Cause (as defined in the Employment Agreement), Employee would be entitled to certain severance benefits, conditioned upon Employee’s executing and delivering to the Employer a mutual release in form and substance acceptable to Employer; and

WHEREAS, Employer has decided to terminate Employee’s employment with Employer without Cause, and has provided Employee with written notice of its intent to do so, and Employee seeks the severance benefits contemplated under his Employment Agreement; and

WHEREAS, the parties desire to avoid any conflict arising out of their employment relationship and the cessation of that relationship, and to resolve and settle any potential disputes, claims, allegations, charges, issues, differences or matters pertaining to, arising from, or associated with Employee’s employment with Employer and/or the separation from service;

NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1.            Last Day of Employment .   Employee’s last day of employment with Employer is November 30, 2008.

2.            Consideration .   In consideration for Employee’s execution of this Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following:

(i)           A payment equal to one (1) times the Employee’s current annual Total Cash Compensation, as defined in the Employment Agreement, as severance pay.   This severance pay shall be paid in substantially equal bi-weekly installments (consistent with the Company’s payroll practice currently in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Employee’s separation from service by the Company without Cause, except as otherwise provided in this Agreement.  For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 1 , attached hereto.

(ii)         To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service.

(iii)        The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “ Award Shares ”) that were previously awarded to Employee pursuant to any Plan shall be accelerated such that any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from service.

3.              No Consideration Absent Execution of this Agreement .   Employee understands and agrees that Employee would not receive the monies or other consideration specified in Section 2 above, except for Employee’s execution of this Agreement and fulfillment of the promises contained herein.

4.              General Release of All Claims .

(i)           Employee knowingly and voluntarily releases and forever discharges, to the fullest extent permitted by law, TerreStar Networks Inc., TerreStar Corporation, Motient Corporation, TerreStar Networks Holdings (Canada) Inc., TerreStar Networks (Canada) Inc., TerreStar Global, Ltd., their parents, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors, insurers, shareholders, and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, all of whom are intended third-party beneficiaries of this Agreement (collectively referred to throughout the remainder of this Agreement as “Employer”),   of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Employer as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:

EMPLOYEE ACKNOWLEDGES THAT THIS IS A GENERAL RELEASE OF ALL CLAIMS AGAINST EMPLOYER.

(ii)           In return, Employer agrees to release Employee of and from any and all claims, causes of action, demands, obligations, agreements, promises